Agenda packet — Foster City City Council, July 20, 2026 (part 3 of 5)

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Schaaf & Wheeler
4699 Old Ironsides Drive, Suite 350
Santa Clara, CA 95054

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

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

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

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

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

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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.

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:

Leif M. Coponen, PE
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 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 Schaaf & Wheeler, 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 Schaaf & Wheeler, 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 Kennedy/Jenks 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 13 - Master Professional Services Agreement - KennedyJenks Consultants 397
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. In the event of suspension, CONSULTANT shall be entitled to an equitable adjustment in schedule and compensation for costs reasonably incurred as a result of such suspension, delay, or interruption.

(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

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3 of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.

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

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

To the extent applicable under California law, CONSULTANT shall comply with prevailing wages requirements 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.

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

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

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

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

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

CONSULTANT represents that it has reviewed Exhibit B and that based on the information currently available 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.

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5 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. Reuse of documents by CITY/DISTRICT for any purpose other than the Project and without CONSULTANT’s written authorization shall be at CITY/DISTRICT’s sole risk.

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 use reasonable professional efforts consistent with the applicable standard of care.

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.

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6 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 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.

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7 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
Attention: Director of Public Works
CONSULTANT: Kennedy/Jenks Consultants, Inc.
275 Battery Street, Suite 550
San Francisco, CA 94111

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

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

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8 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.

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. The confidentiality obligations in this Section 23 shall not apply to information that is publicly available, independently developed without use of confidential information, rightfully obtained from third parties, or required to be disclosed by law or court order.

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.

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9 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
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:

Ron Esmilla
Principal

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Kennedy/Jenks 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 construction management and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Construction management, project management, monitoring & testing, administration, construction document reviews and coordination services 2) Construction inspection, materials inspection, testing coordination, and quality assurance/quality control
3) Coordination of materials testing, laboratory services, surveying, commissioning, and specialty inspections
4) Constructability reviews
5) Review contractor schedules, work plans, submittals, shop drawings, RFIs, and other contract documents
6) Review and negotiation of change orders, contract modifications, requests for adjustment, and claims support
7) Review of contractor payment applications, force account documentation, and project cost tracking
8) Coordination of utility relocations, traffic control, environmental compliance, and public notifications.
9) Monitoring construction progress, schedule, budget, and contract compliance 10) Monitoring compliance with permit requirements, environmental regulations, safety requirements, labor compliance, and applicable federal, state, and local laws 11) Support for project acceptance, final inspections, warranty inspections, and preparation of record documents
12) Other professional construction management, engineering support, inspection, and related technical services as requested
The services described above are representative of the types of work that may be assigned and are not intended to be all-inclusive. 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.

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12 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:

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Kennedy/Jenks 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.

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15 Updated 4/20/2021

3. Insurance terms and conditions:

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16 Updated 4/20/2021

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:

Other:

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

Professional Liability:

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

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 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 Marina Construction Management, Inc., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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 14 - Master Professional Services Agreement - Marina Construction Management 415
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.

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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.

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.

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.

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

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.

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.

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.

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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.

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: Marina Construction Management, Inc.
650 Castro Street, Suite 120-492
Mountain View, CA 94041

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

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

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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.

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.

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:

Marina Chekmareva, P.E.,
President

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Marina Construction Management, 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:

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12 PAYMENTS

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Marina Construction Management, 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.

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15 Updated 4/20/2021

3. Insurance terms and conditions:

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16 Updated 4/20/2021

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:

Other:

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

Professional Liability:

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

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

5.10 Attachment 14 - Master Professional Services Agreement - Marina Construction Management 431
18 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 14 - Master Professional Services Agreement - Marina Construction Management 432
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 Swinerton Management & Consulting, LLC., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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 15 - Master Professional Services Agreement- Swinerton Management & Consulting 433
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.

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 434
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.

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 435
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.

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

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.

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 436
5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 437
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.

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 438
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: Management & Consulting, LLC
260 Townsend
San Francisco, CA 94107

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.

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 439
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.

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.

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 440
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:

Jeffrey Gee
Vice President

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 441
10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 442
11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Swinerton Management & Consulting, LLC., 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:

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 443
12 PAYMENTS

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 444
13 EXHIBIT C

FEE SCHEDULE

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 445
14 EXHIBIT D

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 446
15 Updated 4/20/2021

3. Insurance terms and conditions:

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 447
16 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 448
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:

Other:

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

Professional Liability:

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

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

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 449
18 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 15 - Master Professional Services Agreement- Swinerton Management & Consulting 450
1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENVIRONMENTAL 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 David J Powers & 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 environmental 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.

TERMS AND CONDITIONS

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

1. Term; Termination.
(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.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 451
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.

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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 452
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 shall 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.

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.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 453
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.

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

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.

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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 454
5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 455
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.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 456
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: David J Powers & Associates, Inc.
1871 The Alameda, Suite 200
San José, CA 95126

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.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 457
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.

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.

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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 458
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:

Kristy L. Weis
Vice President

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 459
10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 460
11 EXHIBIT B

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

ENVIRONMENTAL 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 David J Powers & 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 environmental consulting and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Environmental planning, permitting, compliance, and regulatory support for CIP, stormwater, water, and wastewater facilities, shoreline, and other municipal projects 2) Hazardous material assessments, site investigations, soil and groundwater investigations, and remediation support
3) Prepare permit applications and supporting documentation to obtain authorizations from regulatory agencies
4) Prepare environmental surveys, impact analyses, and documentation pursuant to CEQA (California Environmental Quality Act) and NEPA (National Environmental Policy Act), and other applicable environmental laws and regulations
5) Coordination with regulatory agencies, including preparation and processing of permit applications, permit compliance documentation, and agency consultation 6) Perform biological surveys and analysis
7) Prepare mitigation plans, environmental compliance documentation, and permit conditions tracking to satisfy regulatory agency approval
8) Prepare technical reports in accordance with applicable federal, state, and local regulations 9) Sustainability planning, climate adaptation, and sea level rise evaluations 10) Environmental monitoring during construction, including biological, and compliance monitoring.
11) Other professional environmental consulting, permitting, compliance, and related technical services as requested
The services described above are representative of the types of work that may be assigned and are not intended to be all-inclusive. 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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 461
12 1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 462
13 EXHIBIT C

FEE SCHEDULE

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 463
14 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between David J Powers & 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.

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 464
15 Updated 4/20/2021

3. Insurance terms and conditions:

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 465
16 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 466
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:

Other:

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

Professional Liability:

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

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

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 467
18 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 16 - Master Professional Services Agreement- David J. Powers & Associates 468
1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENVIRONMENTAL 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 Huffman-Broadway Group, Inc., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 469
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.

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

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 470
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.

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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 471
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.

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

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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 472
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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 473
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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 474
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: Huffman-Broadway Group, Inc..
1101 5th Avenue, Suite 205
San Rafael, CA 94901

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.

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

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 475
8 for purposes of the settlement and each party shall bear its own legal costs.

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.

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.

5.10 Attachment 17 - Master Professional Services Agreement - Huffman-Broadway Group 476
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:

Terry Huffman
President

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

ENVIRONMENTAL 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 Huffman-Broadway Group, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

PAYMENTS

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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14 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Huffman-Broadway Group, 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.

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3. Insurance terms and conditions:

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ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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 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 ENVIRONMENTAL 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 TRC Engineers, Inc., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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.

(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 commence to and diligently pursue reasonable efforts to 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 upon ten (10) days written notice, 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, including demobilization costs, and costs incurred with respect to noncancellable commitments, and reasonable services provided to effectuate a professional and timely project termination, 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 except if such dispute is due to non-payment of invoices, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.

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3 of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.

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

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

Notwithstanding the broadness of the CITY/DISTRICT’S inspection and audit rights, it is understood and agreed that CITY/DISTRICT shall not be entitled to CONSULTANT’s cost structure, profit margins or other proprietary information except as reasonably necessary for CITY/DISTRICT to be able to effectively audit CONSULTANT’s performance and/or charges hereunder or as required by law or legal proceeding.

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 perform the Services in a manner consistent with the degree of professional skill and care and diligence normally exercised by similar professionals on projects of similar scope, nature and complexity in line with industry standards and practice in effect at the time the Services are rendered (“Standard of Care”). Nothing in this Agreement will be interpreted to require CONSULTANT to perform services to any higher standard or have any obligation in the performance of services in excess of what is required by the Standard of Care. Notwithstanding any clause in this Agreement to the contrary, CONSULTANT expressly disclaims all express or implied warranties and guarantees with respect to the performance of professional service.

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.

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5 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.

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, become the property of CITY/DISTRICT, upon payment therefor. However, this ownership shall not include any ownership interest in CONSULTANT’S pre-existing information or intellectual property. Any reuse of documents for purposes not contemplated under this Agreement or modification of the aforementioned materials, work products or documents by the CITY/DISTRICT without the CONSULTANT's written permission shall be at the CITY/DISTRICT's sole risk, and the CONSULTANT shall have no liability with respect to such reuse or modification.

10. Schedule. CONSULTANT shall adhere to the schedule set forth in Exhibit B as expeditiously as is consistent with the Standard of Care and the orderly progress of the Project;; 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.

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, employees (collectively, “Indemnitees”) from and against any and all third-party claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, bodily 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 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 any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control in the performance of the Services required. 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

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6 apply to all other Liabilities.

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

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7 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 withhold payment of invoices until such requirements are met or terminate this Agreement in accordance with Paragraph 2 above
CONSULTANT shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance through completion of this project or service CONSULTANT’S Services required herein.

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: TRC Engineers, Inc.
600 California Street, Suite 11-016
San Francisco, CA 94108

CONSULTANT shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent which such consent shall not be unreasonably withheld. 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

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8 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.

21. Conflict of Interest. CONSULTANT may serve other clients, but none who 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 either CITY/DISTRICT or CONSULTANT be liable to the other, 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.

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. These restrictions shall not apply to information that (i) the CONSULTANT had in their possession prior to disclosure; (ii) becomes public knowledge through no fault of the CONSULTANT; (iii) the CONSULTANT lawfully acquires from a third party not under an obligation of confidentiality to the CITY/DISTRICT; (iv) is independently developed by the CONSULTANT. CONSULTANT will promptly notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the

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9 performance of or in connection with this Agreement.

These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective for a period of three (3) years following the termination of services and work to CITY/DISTRICT hereunder.

25. Force Majeure. Except for defaults of subconsultants at any tier, CONSULTANT shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of CONSULTANT, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include, but are not limited to, the following: Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics, abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, vandalism, strikes, lockouts, freight embargos, war, acts of terrorism, or damage resulting therefrom, actions of, or failure to act by, regulatory agencies interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact Or any other event that could not reasonably have been anticipated and is beyond the reasonable control of the affected Party (together, “force majeure events”). CONSULTANT will be entitled to an equitable adjustment of the schedule to neutralize the effect of the Force Majeure Event.

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:

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM

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10 Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Kenneth Thomas
Vice President

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11 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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12 EXHIBIT B

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

ENVIRONMENTAL 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 TRC 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:

PAYMENTS

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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18 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated [ ], by and between [ ], 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 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. 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 (pursuant to the standard ISO CG 00 01 form), Products-Completed Operations, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be 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, , officers and employees”.

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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be 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, with limits of two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) annual aggregate.

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 three (3) 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 three (3) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

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 below those required above 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.

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renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.

3.2 All insurance shall be issued by a company or companies licensed to transact 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.

3.4 For any claims related to the Agreement, the Consultant’s insurance coverage shall be primary insurance coverage, excepting Workers Compensation, Employers Liability and Professional Liability, at least as broad as ISO CG 20 01 12 19 as respects the City/District, its officers, officials, and employees. 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 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 in accordance with Section 2 of this Agreement or withhold payment of invoices until such requirements are met..

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"),

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

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, or employees.

Other:

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

Professional Liability:

PRIMARY/NON-CONTRIBUTORY: This insurance, except Workers Compensation and Professional Liability, 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.

CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage below those limits required herein 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, excepting for Professional Liability, against the CITY, its elected or appointed officers, officials, , and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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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 Quality Assurance Engineering, Inc. dba Consolidated Engineering Laboratories, 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 Material Testing 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.

TERMS AND CONDITIONS

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

1. Term; Termination.
(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.

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.

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.

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

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.

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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.

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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.

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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: Consolidated Engineering Laboratories
2001 Crow Canyon Road, Suite 200
San Ramon, CA 94583

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

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

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

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.

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:

Robert Morse
President

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

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

SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Quality Assurance Engineering, Inc. dba Consolidated Engineering Laboratories, 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 materials testing, special inspection, laboratory, and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Construction materials testing and special inspection services for capital improvement and other infrastructure projects
2) Perform specialty testing for projects prior and/or during construction including soils and asphalt paving borings, field and laboratory testing, non-destructive testing, pavement condition surveys, materials testing for asphalt (AC compaction), concrete, masonry, and steel (welding, , coatings, reinforcing steel) and other construction materials
3) Geotechnical field testing, including density testing, moisture content determination, compaction verification, proof rolling, and subgrade evaluations.
4) Utility trench backfill testing, and pipeline installation observation 5) Special inspections in accordance with project specifications and regulatory requirements 6) Preparation of field reports, laboratory reports, testing results, inspection reports, certifications, and recommendations
7) Attendance at project meetings, coordination meetings, preconstruction meetings, and site visits 8) Other professional materials testing, laboratory, quality assurance, special inspection, and related technical services as requested
The services described above are representative of the types of work that may be assigned and are not intended to be all-inclusive. 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.

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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19 EXHIBIT D

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

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20 Updated 4/20/2021

3. Insurance terms and conditions:

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21 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

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22 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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

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23 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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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 ISI Inspection Services, Inc., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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.

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 532
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.

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

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 533
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.

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.

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 534
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.

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

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.

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 535
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.

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 536
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.

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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: ISI Inspection Services, Inc.
1798 University Avenue
Berkeley, CA 94703

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.

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 538
8 for purposes of the settlement and each party shall bear its own legal costs.

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.

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:

Can Celik, P.E.

Project Manager

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

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

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

1. Basic Services:

PAYMENTS

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

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13 EXHIBIT C

FEE SCHEDULE

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17 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between ISI Inspection Services, 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.

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18 Updated 4/20/2021

3. Insurance terms and conditions:

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19 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

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20 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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

5.10 Attachment 20 - Master Professional Services Agreement - ISI Inspection Services 551
21 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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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 Advance Design 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 mechanical, electrical, and plumbing 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.

TERMS AND CONDITIONS

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

1. Term; Termination.
(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 21 - Master Professional Services Agreement - Advance Design Consultants 553
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.

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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.

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

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 555
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.

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

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.

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.

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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.

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 558
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: Advance Design Consultants, Inc.
998 Park Avenue
San Jose, CA 95126

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

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

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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.

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.

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

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 560
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:

Lorenzo Rios, P.E.,
Principal

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10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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11 EXHIBIT B

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

PROFESSIONAL MECHANICAL, ELECTRICAL, AND PLUMBING 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 Advance Design 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 mechanical, electrical, plumbing (MEP), and related engineering services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Mechanical, electrical, plumbing, controls, instrumentation, and related engineering services for capital improvement and other infrastructure projects including, but not limited to 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
2) Provide engineering services including evaluations and condition assessments of existing systems
3) Engineering design; preparation of plans, specifications and cost estimates, calculations, and construction documents for new facilities, renovations, upgrades, replacements, and rehabilitation projects
4) Heating, ventilation, and air conditioning (HVAC) system design; and energy management systems
5) Electrical engineering services, including power distribution, lighting systems, emergency power systems, standby generators, uninterruptible power supply (UPS) systems, motor control centers, switchgear, electrical studies, and electrical system evaluations 6) Instrumentation and control systems, supervisory control and data acquisition (SCADA), communications infrastructure, and integration of facility control systems. 7) Plumbing and piping system design, domestic water, sanitary sewer, storm drainage, natural gas, compressed air, and specialty piping systems.
8) Lighting design, photometric analysis, exterior site lighting, roadway lighting, and video surveillance systems.
9) Energy efficiency studies, electrification, renewable energy systems, solar photovoltaic systems, battery energy storage systems, electric vehicle charging infrastructure, and sustainability evaluations.
10) Construction support services, including responses to requests for information (RFIs), submittal and shop drawing reviews, design clarifications, site visits, construction observation, commissioning support, startup assistance, testing, balancing coordination, and project closeout.
11) Preparation of technical reports, engineering studies, design criteria, technical specifications,

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 563
12 and cost estimates.
12) Attendance at meetings and coordination with City staff, regulatory agencies, and other project stakeholders
13) Assistance with permitting, code compliance, regulatory agency coordination, and plan review support.
14) Other professional MEP, 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 all-inclusive. 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 working interface between the CONSULTANT and the CITY shall be defined as follows:

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

PROJECTS AND SCHEDULE

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 564
13 To be determined by Task Order

END OF EXHIBIT B

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 565
14 EXHIBIT C

FEE SCHEDULE

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 566
15 EXHIBIT D

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Advance Design 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.

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 567
16 Updated 4/20/2021

3. Insurance terms and conditions:

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 568
17 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 569
18 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 570
19 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 21 - Master Professional Services Agreement - Advance Design Consultants 571
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 Interface Engineering, Inc., hereinafter called "CONSULTANT".

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

TERMS AND CONDITIONS

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

1. Term; Termination.
(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 22 - Master Professional Services Agreement - Interface Engineering 572
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.

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 573
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.

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 574
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.

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

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.

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 575
5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 576
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.

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 577
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: Interface Engineering, Inc.
100 SW Main Street, Suite 1600
Portland, OR 97204

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.

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 578
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.

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.

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 579
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:

Wesley Lau, P.E.,
Principal

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 580
10 EXHIBIT A

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 581
11 EXHIBIT B

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

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 Interface Engineering, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 582
12 11) Preparation of technical reports, engineering studies, design criteria, technical specifications, and cost estimates.
12) Attendance at meetings and coordination with City staff, regulatory agencies, and other project stakeholders
13) Assistance with permitting, code compliance, regulatory agency coordination, and plan review support.
14) Other professional MEP, 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 all-inclusive. 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 working interface between the CONSULTANT and the CITY shall be defined as follows:

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 583
13 PROJECTS AND SCHEDULE
To be determined by Task Order

END OF EXHIBIT B

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 584
14 EXHIBIT C

FEE SCHEDULE

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 585
15 5.10
Attachment 22 - Master Professional Services Agreement - Interface Engineering 586
16 EXHIBIT D

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 587
17 Updated 4/20/2021

3. Insurance terms and conditions:

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 588
18 Updated 4/20/2021

ATTACHED

1. Insurance Coverage Form

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 589
19 Updated 4/20/2021

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

Other:

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

Professional Liability:

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

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

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 590
20 Updated 4/20/2021

than as above stated.

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 22 - Master Professional Services Agreement - Interface Engineering 591
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 Biggs Cardosa 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 structural 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.

TERMS AND CONDITIONS

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

1. Term; Termination.
(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 23 - Master Professional Services Agreement - Biggs Cardosa Associates 592
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.

5.10 Attachment 23 - Master Professional Services Agreement - Biggs Cardosa Associates 593
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.

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

5.10 Attachment 23 - Master Professional Services Agreement - Biggs Cardosa Associates 594
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.

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

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.

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

5.10 Attachment 23 - Master Professional Services Agreement - Biggs Cardosa Associates 595
5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

5.10 Attachment 23 - Master Professional Services Agreement - Biggs Cardosa Associates 596
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.

Foster City City CouncilJuly 20, 2026

Foster City City Council
July 20, 2026