Cities Index.
Agenda packet

Foster City City Council
July 20, 2026

Document
Agenda packet
Meeting
July 20, 2026
Body
Foster City City Council
Pages
7
Original file
142.2 MB
Text extracted from the city's file for reading and search. Open the original on fostercity.primegov.com. That file is the official record.

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Biggs Cardosa Associates, Inc.
865 The Alameda
San Jose, CA 95126

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Tom Swayze, P.E., S.E.

Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

2. SCOPE 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,

STRUCTURAL 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 Biggs Cardosa 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 structural engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Structural engineering services for capital improvement and other infrastructure projects. 2) Engineering Design and preparing of plans, specifications, and construction cost estimates including, but not limited to vertical structures (buildings, retaining walls, bulkheads, bridges); seismic retrofitting
3) Structural evaluations and condition assessments for renovations, retrofits, rehabilitations, and replacement of existing structures such as foundations, retaining walls, seawalls, sheet pile walls, flood protection structures, bridges, culverts, vaults, tanks, equipment supports, and other structural elements
4) Peer review of structural designs and constructability reviews 5) Structural engineering support for buildings, pump stations, lift stations, water and wastewater facilities, utility structures, parks, recreational facilities, and public buildings. 6) Preparation of technical memoranda, engineering studies, grant support documentation, and other engineering reports
7) Seismic evaluations, seismic retrofit design, and compliance with applicable building codes and seismic design standards
8) Emergency structural evaluations, post-disaster inspections, damage assessments, stabilization recommendations, and engineering support for urgent repairs 9) Other professional structural engineering, inspection, analysis, 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

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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 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 Biggs Cardosa Associates, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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

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

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

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

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

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

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 24 - Master Professional Services Agreement - Moffatt & Nichol 610
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Moffatt & Nichol
2185 N California Boulevard, Suite 500
Walnut Creek, CA 94596

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Jaclyn Gnusti, PE
Business Unit Leader

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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,

STRUCTURAL 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 Moffatt & Nichol, 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 structural engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Structural engineering services for capital improvement and other infrastructure projects. 2) Engineering Design and preparing of plans, specifications, and construction cost estimates including, but not limited to vertical structures (buildings, retaining walls, bulkheads, bridges); seismic retrofitting
3) Structural evaluations and condition assessments for renovations, retrofits, rehabilitations, and replacement of existing structures such as foundations, retaining walls, seawalls, sheet pile walls, flood protection structures, bridges, culverts, vaults, tanks, equipment supports, and other structural elements
4) Peer review of structural designs and constructability reviews 5) Structural engineering support for buildings, pump stations, lift stations, water and wastewater facilities, utility structures, parks, recreational facilities, and public buildings. 6) Preparation of technical memoranda, engineering studies, grant support documentation, and other engineering reports
7) Seismic evaluations, seismic retrofit design, and compliance with applicable building codes and seismic design standards
8) Emergency structural evaluations, post-disaster inspections, damage assessments, stabilization recommendations, and engineering support for urgent repairs 9) Other professional structural engineering, inspection, analysis, 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:

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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 Moffatt & Nichol, 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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15 Updated 4/20/2021

☒ 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 ZFA Structural Engineers, hereinafter called "CONSULTANT".

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

WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide professional 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.

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 25 - Master Professional Services Agreement - ZFA Structural Engineers 628
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: ZFA Structural Engineers
250 D Street, Suite 200,
Santa Rosa, CA 95404

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Matt Frantz, SE
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

STRUCTURAL 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 ZFA Structural Engineers, hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.

1. Basic Services:

The Consultant shall provide professional structural engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Structural engineering services for capital improvement and other infrastructure projects. 2) Engineering Design and preparing of plans, specifications, and construction cost estimates including, but not limited to vertical structures (buildings, retaining walls, bulkheads, bridges); seismic retrofitting
3) Structural evaluations and condition assessments for renovations, retrofits, rehabilitations, and replacement of existing structures such as foundations, retaining walls, seawalls, sheet pile walls, flood protection structures, bridges, culverts, vaults, tanks, equipment supports, and other structural elements
4) Peer review of structural designs and constructability reviews 5) Structural engineering support for buildings, pump stations, lift stations, water and wastewater facilities, utility structures, parks, recreational facilities, and public buildings. 6) Preparation of technical memoranda, engineering studies, grant support documentation, and other engineering reports
7) Seismic evaluations, seismic retrofit design, and compliance with applicable building codes and seismic design standards
8) Emergency structural evaluations, post-disaster inspections, damage assessments, stabilization recommendations, and engineering support for urgent repairs 9) Other professional structural engineering, inspection, analysis, 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:

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

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

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

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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 ZFA Structural Engineers, hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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

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

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

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

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

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

ON-CALL ENGINEERING SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Kier & Wright Civil Engineers and Surveyors, 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 26 - Master Professional Services Agreement - Kier & Wright Civil Engineers and Surveyors
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2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Kier & Wright Civil Engineers and Surveyors, Inc. 2850 Collier Canyon Rd
Livermore, CA 94551

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Ryan Amaya
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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 Kier & Wright Civil Engineers and Surveyors, 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 land surveying and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Field surveying, staking, layout, data collection, and mapping 2) Utility locating, mapping, and coordination with Utility companies 3) Preparation of plats & legal descriptions for right of way and easement acquisitions 4) Tentative and final maps, subdivision maps, easement review 5) Private Land Development studies and review
6) Quality control for contractor staking
7) Establishment and recovery of benchmarks and monuments 8) As-built surveys
9) Other professional land surveying, mapping, engineering, 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.

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

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12 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 Kier & Wright Civil Engineers and Surveyors, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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

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

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

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

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

5.10 Attachment 26 - Master Professional Services Agreement - Kier & Wright Civil Engineers and Surveyors
662
18 Updated 4/20/2021

than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

5.10 Attachment 26 - Master Professional Services Agreement - Kier & Wright Civil Engineers and Surveyors
663
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 WHB Engineers, Inc., hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 27 - Master Professional Services Agreement - WHB Engineers 664
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.10 Attachment 27 - Master Professional Services Agreement - WHB Engineers 667
5 preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: WHB Engineers, Inc.
10089 Willow Creek Road, Suite 375
San Diego, CA 92131

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Brandon Davis, P.E.,
President

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

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

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

1. Basic Services:

The Consultant shall provide professional land surveying and related technical services to support the City on an asneeded basis. Services may include, but are not limited to:

1. Field surveying, staking, layout, data collection, and mapping

2. Utility locating, mapping, and coordination with Utility companies

3. Preparation of plats & legal descriptions for right of way and easement acquisitions

4. Tentative and final maps, subdivision maps, easement review

5. Private Land Development studies and review

6. Quality control for contractor staking

7. Establishment and recovery of benchmarks and monuments

8. As-built surveys

9. Other professional land surveying, mapping, engineering, 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.

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.

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12 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 WHB Engineers, Inc., hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.

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

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

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

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

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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

Named Insured: Effective Work Date(s):

Description of Work/Locations/Vehicles:

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

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

Other:

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

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

Professional Liability:

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

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

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

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

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

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

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than as above stated.

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

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

ADDRESS:

TELEPHONE: ( ) DATE ISSUED:

END OF EXHIBIT D

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1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR

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

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 28 -Master Professional Services Agreement - Fehr & Peers 682
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Reliance on Professional Skill of CONSULTANT. CONSULTANT represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONSULTANT to do and perform the work. In performing services hereunder CONSULTANT shall perform its services consistent with the degree of skill, care, and diligence ordinarily provided by professionals performing similar services to those to be performed by CONSULTANT in the same or similar locale under the same or similar circumstances to that of CONSULTANT hereunder.

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

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

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

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

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

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

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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.

However, notwithstanding the foregoing, or any provision to the contrary in this Agreement, intellectual property owned or created by any third party other than CONSULTANT, its Subconsultants, or CITY/DISTRICT (“Third-Party Content”), and inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by CONSULTANT or its Subconsultant prior to or independently of their performance of this Agreement (“Background IP”), including such Third-Party Content or Background IP that CONSULTANT or its Subconsultants may employ in their performance of this Agreement, or may incorporate into any part of the Work Product, shall not be the property of CITY/DISTRICT.

CONSULTANT, or its Subconsultants as applicable, shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all such Background IP.

CONSULTANT, and its Subconsultants as applicable, grant CITY/DISTRICT an irrevocable, nonexclusive, non-transferable, royalty-free license in perpetuity to use, reproduce, prepare derivative works based upon, distribute, disclose, derive from, perform, and display such Background IP, but only as an inseparable part of, and only for the purpose intended by creation of, the Work Product.

In the event the Work Product contains, or incorporates, any Third-Party Content, or derivative work based on such Third-Party Content, or any compilation that includes such Third-Party Content, CONSULTANT shall secure all licenses to any such Third-Party Content, but only as an inseparable part of the Work Product, where such licenses are necessary for CITY/DISTRICT to utilize and enjoy CONSULTANT's services and the Work Product for their intended purposes. Any use of CONSULTANT’s Work Product for any other project or purpose not authorized in writing by CONSULTANT, any modifications to the Work Product made by anyone other than CONSULTANT, and any use of incomplete Work Product (“Unauthorized Uses”) shall be at CITY/DISTRICT’s sole risk, and CONSULTANT shall bear no liability for CITY/DISTRICT’s Unauthorized Uses of the Work Product. CITY/DISTRICT agrees to indemnify, defend and hold CONSULTANT and its officers, agents and employees harmless from any claims, losses, damages, costs, including without limitation attorneys' fees, arising out of any such Unauthorized Uses of the Work Product by CITY/DISTRICT.

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

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

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

11. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, indemnify, and hold harmless City of Foster

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6 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. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT’s proportionate percentage of fault.

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

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

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

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

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

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

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

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8 Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Fehr & Peers
345 California Street, Ste 450
San Francisco, CA 94104

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

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

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

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

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

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

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

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

CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONSULTANT, or by any of its employees, even

5.10 Attachment 28 -Master Professional Services Agreement - Fehr & Peers 689
9 though such equipment be furnished, rented or loaned to CONSULTANT by CITY/DISTRICT. The acceptance or use of such equipment by CONSULTANT or any of its employees shall be construed to mean that CONSULTANT accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONSULTANT, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.

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

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

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

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

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

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

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

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10 APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Matt Goyne, P.E.,
Principal

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11 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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12 EXHIBIT B

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

CIVIL AND TRAFFIC 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 Fehr & Peers, 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 traffic engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Traffic engineering services for transportation, capital improvement, development, complete streets, bicycle, pedestrian, school, transit, and other infrastructure projects 2) Traffic data collection, including traffic counts, turning movement counts, traffic studies and modeling, and speed surveys
3) Preparation and evaluation of traffic control plans, detour plans, lane closure plans, and construction traffic management
4) Performing signal design and signal timing assessments, evaluating warrants for stop signs, traffic signals, etc.
5) Preparation of traffic engineering studies, technical reports, and evaluation of Traffic Review Committee requests
6) Engineering Design and preparing of plans, specifications, and construction cost estimates 7) Design of traffic signals, signal modifications, signal timing plans, interconnected signal systems, traffic signal communications, and Intelligent Transportation Systems (ITS) 8) Design of signing, striping, pavement markings, traffic control devices, wayfinding, school zones, flashing beacons, pedestrian crossings, roadway lighting, and traffic safety improvements
9) Design and evaluation of bicycle facilities, pedestrian facilities, shared-use paths, complete streets improvements, traffic calming, Safe Routes to School improvements, and accessibility enhancements
10) Traffic safety evaluations, collision analyses, Vision Zero implementation support, Local Roadway Safety Plan support, and preparation of safety improvement recommendations 11) Review of development applications, traffic impact analyses, and site circulation plans 12) Assistance with grant applications, funding strategies, and benefit-cost analyses 13) Construction support services, including responses to Requests for Information (RFIs), review of submittals, construction observation, signal acceptance testing, and project closeout support
14) Attendance at meetings, public workshops, community outreach events, and coordination with City staff, regulatory agencies, transit agencies, school districts, and other project stakeholders

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13 15) Other professional traffic engineering, transportation planning, and related technical engineering 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 CONSULTANT’s Project Manager will be responsible for the work including implementing the project management procedures and controls; and maintaining effective communications among the sub-consultants, the CITY, and other involved agencies and organizations for the duration of the project.

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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14 END OF EXHIBIT B

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15 EXHIBIT C

FEE SCHEDULE

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16 EXHIBIT D

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

This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between Fehr & Peers, 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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17 Updated 4/20/2021

☒ 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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18 Updated 4/20/2021

3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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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:

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 29 - Master Professional Services Agreement - Hexagon Transportation Consultants 702
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Hexagon Transportation Consultants, Inc.
100 Century Center Court, Suite 501
San Jose, California 95112

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Gary Black
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 AND TRAFFIC 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 Hexagon Transportation 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 traffic engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Traffic engineering services for transportation, capital improvement, development, complete streets, bicycle, pedestrian, school, transit, and other infrastructure projects 2) Traffic data collection, including traffic counts, turning movement counts, traffic studies and modeling, and speed surveys
3) Preparation and evaluation of traffic control plans, detour plans, lane closure plans, and construction traffic management
4) Performing signal design and signal timing assessments, evaluating warrants for stop signs, traffic signals, etc.
5) Preparation of traffic engineering studies, technical reports, and evaluation of Traffic Review Committee requests
6) Engineering Design and preparing of plans, specifications, and construction cost estimates 7) Design of traffic signals, signal modifications, signal timing plans, interconnected signal systems, traffic signal communications, and Intelligent Transportation Systems (ITS) 8) Design of signing, striping, pavement markings, traffic control devices, wayfinding, school zones, flashing beacons, pedestrian crossings, roadway lighting, and traffic safety improvements
9) Design and evaluation of bicycle facilities, pedestrian facilities, shared-use paths, complete streets improvements, traffic calming, Safe Routes to School improvements, and accessibility enhancements
10) Traffic safety evaluations, collision analyses, Vision Zero implementation support, Local Roadway Safety Plan support, and preparation of safety improvement recommendations 11) Review of development applications, traffic impact analyses, and site circulation plans 12) Assistance with grant applications, funding strategies, and benefit-cost analyses 13) Construction support services, including responses to Requests for Information (RFIs), review of submittals, construction observation, signal acceptance testing, and project closeout support
14) Attendance at meetings, public workshops, community outreach events, and coordination with City staff, regulatory agencies, transit agencies, school districts, and other project stakeholders

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12 15) Other professional traffic engineering, transportation planning, and related technical engineering 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 CONSULTANT’s Project Manager will be responsible for the work including implementing the project management procedures and controls; and maintaining effective communications among the sub-consultants, the CITY, and other involved agencies and organizations for the duration of the project.

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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13 END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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15 EXHIBIT D

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

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

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

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

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

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

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

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

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

3. Insurance terms and conditions:

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

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3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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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 Traffic Patterns, LLC, hereinafter called "CONSULTANT".

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

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

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

TERMS AND CONDITIONS

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

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

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

1. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONSULTANT. Initial contract period shall be from July 20, 2026, to July 19, 2029. The contract may be renewed subsequently in one5.10 Attachment 30 - Master Professional Services Agreement - Traffic Patterns 721
2 year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CITY: City of Foster City
610 Foster City Boulevard
Foster City, CA 94404-2299
Attention: Director of Public Works
CONSULTANT: Traffic Patterns, LLC
169 Front Street, Suite 203
Danville, CA 94526

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

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

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

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

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

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

5.10 Attachment 30 - Master Professional Services Agreement - Traffic Patterns 727
8 the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

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

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

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

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

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

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

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

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

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

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9 by their respective officers duly authorized in that behalf.

CITY OF FOSTER CITY/ESTERO MUNICIPAL

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

Dated: ________________________________
Priscilla Schaus, City Clerk/District Secretary

APPROVED AS TO FORM
Dated:

Benjamin Stock,
City Attorney/District Legal Counsel

CONSULTANT
Dated:

Jaime O. Rodriguez
Principal

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10 EXHIBIT A

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

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

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

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

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

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

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

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

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11 EXHIBIT B

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

CIVIL AND TRAFFIC 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 Traffic Patterns, 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:

The Consultant shall provide professional traffic engineering and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Traffic engineering services for transportation, capital improvement, development, complete streets, bicycle, pedestrian, school, transit, and other infrastructure projects 2) Traffic data collection, including traffic counts, turning movement counts, traffic studies and modeling, and speed surveys
3) Preparation and evaluation of traffic control plans, detour plans, lane closure plans, and construction traffic management
4) Performing signal design and signal timing assessments, evaluating warrants for stop signs, traffic signals, etc.
5) Preparation of traffic engineering studies, technical reports, and evaluation of Traffic Review Committee requests
6) Engineering Design and preparing of plans, specifications, and construction cost estimates 7) Design of traffic signals, signal modifications, signal timing plans, interconnected signal systems, traffic signal communications, and Intelligent Transportation Systems (ITS) 8) Design of signing, striping, pavement markings, traffic control devices, wayfinding, school zones, flashing beacons, pedestrian crossings, roadway lighting, and traffic safety improvements
9) Design and evaluation of bicycle facilities, pedestrian facilities, shared-use paths, complete streets improvements, traffic calming, Safe Routes to School improvements, and accessibility enhancements
10) Traffic safety evaluations, collision analyses, Vision Zero implementation support, Local Roadway Safety Plan support, and preparation of safety improvement recommendations 11) Review of development applications, traffic impact analyses, and site circulation plans 12) Assistance with grant applications, funding strategies, and benefit-cost analyses 13) Construction support services, including responses to Requests for Information (RFIs), review of submittals, construction observation, signal acceptance testing, and project closeout support
14) Attendance at meetings, public workshops, community outreach events, and coordination with City staff, regulatory agencies, transit agencies, school districts, and other project stakeholders

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12 15) Other professional traffic engineering, transportation planning, and related technical engineering 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 CONSULTANT’s Project Manager will be responsible for the work including implementing the project management procedures and controls; and maintaining effective communications among the sub-consultants, the CITY, and other involved agencies and organizations for the duration of the project.

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

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

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

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

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

PROJECTS AND SCHEDULE
To be determined by Task Order

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13 END OF EXHIBIT B

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14 EXHIBIT C

FEE SCHEDULE

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15 EXHIBIT D

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

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

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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16 Updated 4/20/2021

☒ 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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17 Updated 4/20/2021

3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.

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

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

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

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

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

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

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

ATTACHED

1. Insurance Coverage Form

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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:

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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DATE: July 20, 2026
TO: President and Members of the EMID Board of Directors VIA: Stefan Chatwin, District Manager
Marlene Subhashini, Assistant District Manager
FROM: Andrew Brozyna, Public Works Director
Laura Galli, Engineering Manager
Francine Magno, Senior Civil Engineer
Jerrick Carandang, Associate Engineer
DEPARTMENT: Public Works
SUBJECT: AMENDMENT NO. TWO (2) TO THE VENDOR AGREEMENT WITH CD & POWER IN THE AMOUNT OF $26,484.18 FOR THE

EMERGENCY GENERATOR REPLACEMENTS PROJECT (CIP
455-705)

RECOMMENDATION
It is recommended that the Estero Municipal Improvement District (EMID) Board of Directors adopt the attached resolution authorizing the President to execute Contract Amendment No. Two (CA# 2) to the vendor agreement with CD & Power (CDP) in the amount of $26,484.18 for the Emergency Generator Replacements Project (CIP 455-705).

EXECUTIVE SUMMARY
On January 20, 2026, CD & Power (CDP) was awarded a vendor agreement for the purchase of seven (7) generators and seven (7) Automatic Transfer Switches (ATS) for Lift Stations 10, 12, 14, 15, 16, 26 and 41 for CIP 455-705. During the submittal review process, it became clear that CDP had misinterpreted EMID’s contract documents. The bid documents required stainless steel enclosures, but CDP prepared its bid assuming a lower cost option consisting of gray painted steel enclosures and requested compensation for the difference. Staff rejected the request and CDP indicated it would need to withdraw from the project as it could not absorb the additional cost, which led to staff and CDP meeting to negotiate a resolution. While EMID is contractually justified in its position that the bid

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language was clear, staff is recommending the approval of CA#2 in the amount of $26,484.18 to provide for the purchase of 316 stainless steel enclosures for seven (7) ATSs.

The recommended action represents the most cost-effective option and best protects EMID’s schedule, budget objective, and is still below the amount submitted by the second lowest bidder. Funding is available for this amendment in the approved project budget for the Emergency Generator Replacement Project (CIP 455-705).

BACKGROUND
CIP 455-705 consists of the replacement of generators and ATSs at ten (10) of the District’s lift stations. Due to the long lead time for the equipment, a separate equipment procurement was performed prior to the award of the construction contract to minimize the effects of supply chain issues including potential future price increases and potential delay claims by the installation contractor.

On October 20, 2025, the District Board adopted EMID Resolution No. 3824 approving the equipment procurement bid package and authorizing the call for bids for seven (7) generators and seven (7) Automatic Transfer Switches (ATS) for Lift Stations 10, 12, 14, 15, 16, 26 and 41.

On January 20, 2026, the District Board adopted EMID Resolution No. 3831 authorizing a vendor agreement to CDP for the purchase of seven (7) generators and seven (7) Automatic Transfer Switches (ATS) for Lift Stations 10, 12, 14, 15, 16, 26 and 41 in the amount of $635,351.13.

On May 18, 2026, the District Board adopted EMID Resolution No. 3848 authorizing an amendment to the vendor agreement for the upsizing of generator for Lift Station 41 in the amount of $13,412.63 to ensure sufficient power to run the pumps as a result of more recent performance evaluations of a similar generator at another bay area project.

ANALYSIS
During the submittal review of the ATS enclosures, it became clear that the vendor had misinterpreted EMID’s bid specifications and instructions. The bid package required that the base bid includes pricing for 316 stainless steel ATS enclosures. The bid package also required the vendor to provide alternate bid pricing for gray-painted steel enclosures, in lieu of 316 stainless steel, should EMID elect to allow gray-painted steel enclosures. CDP prepared its bid assuming gray-painted enclosures, which the industry widely recognizes as a lower cost option.

EMID prefers that its outdoor utility enclosures be 316 stainless steel as the material is more resistant to corrosion and rusting. Although grey-painted steel is sufficient to withstand EMID’s marine weather conditions, the material relies heavily on paint to provide protection.

Any damage to the paint will leave the steel vulnerable to corrosion and rusting without swift

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repainting with weather-resistant paint. Thus, EMID exercised its option as per the contract documents to move forward with the stainless-steel enclosures.

CDP disputed that the bid package instructions were ambiguous and requested additional compensation for the material change to stainless steel to proceed with procurement. Staff, in conjunction with EMID’s consultant Freyer & Laureta (F&L), met with CDP to better understand CDP’s misinterpretation. After discussion and further review of the bid package, staff concluded that the bid requirement for stainless steel was clear and unambiguous.

EMID rejected the request and CDP indicated that it would need to withdraw from the project under the current pricing structure. Staff determined it was in EMID’s best interest to negotiate compensation for the cost difference for the change of enclosure material to minimize overall project risk and protect the project schedule and budget objectives.

Rebidding would result in project delays, additional administrative effort, consultant overhead costs, and potentially higher costs for the equipment.

Staff and F&L negotiated compensation for the material change to stainless steel. The negotiated amount of $26,484.18 has been deemed reasonable and reflects fair market value for the upgraded material. Additionally, the revised contract amount with CA #2, remains the lowest responsive and responsible bid, still below the amount submitted by the second lowest bidder.

EMID’s District Board approval of the attached resolution will amend CDP’s vendor agreement to provide for the purchase of stainless steel ATS enclosures for all seven (7) Lift Stations. Upon execution, CDP will provide the necessary submittal documents for review and approval by EMID in order to proceed with procurement of the material.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
This action is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et. seq.) as this project is exempt from the provisions of CEQA as a Class 2 (Replacement or Reconstruction) because this project will be a replacement of existing facilities on the same site for the same purpose and capacity as the structure being replaced.

FISCAL IMPACT
Funding in the amount of $26,484.18 for CA #2 to the Vendor Agreement is available in the existing agreement and approved project budget for the Emergency Generator Replacement Project (CIP 455-705). The revised not-to-exceed contract amount is $675,247.94.

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

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ATTACHMENTS:

Attachment 1 - Resolution
Attachment 2 – Contract Amendment No. Two (2)

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RESOLUTION NO.____________

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL

IMPROVEMENT DISTRICT AUTHORIZING THE PRESIDENT TO EXECUTE CONTRACT AMENDMENT NO. TWO (2) TO THE VENDOR AGREEMENT WITH CD & POWER IN THE AMOUNT OF $26,484.18 FOR THE EMERGENCY GENERATOR REPLACEMENTS PROJECT (CIP 455-705) (CEQA STATUS: CATEGORICALLY EXEMPT PER CEQA GUIDELINES SECTION 15302 (CLASS 2-EXISTING

FACILITIES))

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
WHEREAS, on January 20, 2026, the District Board adopted EMID Resolution No. 3831 authorizing an agreement with CD & Power for the purchase of seven (7) generators and seven (7) Automatic Transfer Switch (ATSs) in the amount of $635,351.13; and WHEREAS, bidders were required to include pricing for 316 stainless steel ATS enclosures in the base bid, with an option for the District to elect painted enclosures, recognized as a lower cost option; and
WHEREAS, the bid submitted for the ATS enclosures was for gray-powder coated steel as opposed to the required 316 stainless steel; and WHEREAS, staff and CD & Power agreed to the vendor supplying the required stainless-steel enclosures at a negotiated price; and
WHEREAS, Contract Amendment No. Two (CA #2) in the amount of $26,484.18 will allow for the acquisition of 316 stainless steel enclosures for all seven (7) ATSs to ensure proper weather-resistance and minimal maintenance; and WHEREAS, the revised contract amount with CA #2, remains the lowest responsive and responsible bid, still below the amount submitted by bidder #2; and WHEREAS, funding for this amendment is available in the current agreement and approved project budget for the CIP 455-705 Emergency Generator Replacement Project budget; and
WHEREAS, the project is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et. seq.) as this project is exempt from the provisions of CEQA as a Class 2 (Replacement or Reconstruction) because this project will be a replacement of existing facilities on the same site for the same purpose and capacity as the structure being replaced.

5.11 Attachment 1 - Resolution
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NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Estero Municipal Improvement District does hereby authorize the President to execute CA #2 to the vendor agreement with CD & Power in the amount of $26,484.18 for the Emergency Generator Replacements Project (CIP 455-705).

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

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, PRESIDENT
ATTEST:

PRISCILLA SCHAUS, DISTRICT SECRETARY

5.11 Attachment 1 - Resolution
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ESTERO MUNICIPAL IMPROVEMENT DISTRICT
CONTRACT AMENDMENT NO. TWO (2)
DATE: July 20, 2026

ACCOUNT NO.: 455-0910-705-4251
PROJECT: EMERGENCY GENERATOR REPLACEMENTS
PROJECT (CIP 455-705)
TO: CD & Power
CHANGE REQUESTED BY: CD & Power, and the Estero Municipal Improvement District (EMID)
Based on mutual agreement, the parties agree to amend the Agreement dated January 20, 2026 (“Agreement”) pursuant to Section 29 of the Agreement to add additional services and products for specified amounts, which are identified as follows:

ORIGINAL CONTRACT AMOUNT $ 635,351.13
AMOUNT OF CONTRACT TO DATE $ 648,763.76
AMOUNT OF CONTRACT AMENDMENT NO TWO (2) $ 26,484.18
TOTAL REVISED CONTRACT AMOUNT $ 675,247.94
Revised pricing and budget adjustments included in this Contract Amendment No. 2:

Automatic Transfer Switches
316 Stainless Steel Outdoor Enclosure for all seven (7) Lift Stations.
$ 26,484.18
Subtotal for revised pricing and adjustments for products and labor in this Contract Amendment No. 2
$ 26,484.18
REVISED NOT TO EXCEED CONTRACT AMOUNT $ 675,247.94
Except as specifically modified herein, all other terms and provisions in the Agreement shall remain unchanged.

5.11 Attachment 2 - Contract Amendment No. Two
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CD & Power have given careful consideration to the work proposed and hereby agree, if this proposal is approved, to provide all equipment, furnish all materials except as may otherwise be noted above, and to perform all services necessary for the work above specified, and to accept as full payment therefore the prices shown above.

SUBMITTED BY:

JERRICK L CARANDANG DATE

PROJECT MANAGER
ACCEPTED BY:

LISA CARTER DATE

CEO/PRESIDENT
GOT POWER INC dba CD & POWER
APPROVAL RECOMMENDED:

ANDREW BROZYNA DATE

PUBLIC WORKS DIRECTOR
APPROVED FOR DISTRICT:

STEFAN CHATWIN DATE

DISTRICT MANAGER
ATTEST:

BY:

PRISCILLA SCHAUS DATE

DISTRICT SECRETARY

APPROVED AS TO FORM
BY:

BENJAMIN L STOCK DATE

DISTRICT LEGAL COUNSEL

5.11 Attachment 2 - Contract Amendment No. Two
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DATE: July 20, 2026
TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
FROM: Sofia Mangalam, Deputy City Manager
Ken Hira, Consultant Kosmont Companies
DEPARTMENT: City Manager
SUBJECT: UPDATE #2 ON REAL ESTATE ECONOMIC MARKET ANALYSIS

RECOMMENDATION
It is recommended that the City Council, by Minute Order, receive and accept Update #2 on the Real Estate Economic Market Analysis and provide direction to staff and the consultant team to prepare the final Real Estate Economic Market Analysis, refining the analysis and developing implementation action items.

EXECUTIVE SUMMARY
The City of Foster City initiated a Real Estate Economic Market Analysis (“Study”) to provide the City with a clear, data-driven understanding of current and emerging real estate and economic conditions in response to changing market dynamics, evolving demographic trends, and long-term development pressures. The scope of the Study includes five (5) main components, including:
 Citywide Real Estate Economic Market Assessment
 Population and Psychographic Analysis
 Identify Future Economic Development Needs
 City Council Engagement and Review Process
 Stakeholder and Community Engagement

For this purpose, the City entered into an agreement with Kosmont Companies (Kosmont) to conduct the Study. Kosmont is required to provide in person updates at City Council

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meetings to present progress findings and gain Council feedback at key stages of the Study. Prior to this meeting, Kosmont presented twice to the City Council, including on February 10, 2026, at the City Council retreat, where Kosmont presented a brief overview of the Study’s scope and methodology. Then, on April 20, 2026, Kosmont presented Update #1, including the Citywide Real Estate Economic Market Assessment and Population and Psychographic Analysis.

Update #2 summarizes stakeholder and community feedback received to date and presents the opportunity sites identified through City Council direction, stakeholder input, and community input.

BACKGROUND
On September 22, 2025, staff issued a Request for Proposals (RFP) to qualified consultants to conduct an independent professional Real Estate Economic Market Analysis to assess market trends and cycles, demographic trends, supply and demand dynamics, economic indicators, evaluate future needs, and provide strong baseline data that will be used to inform actionable strategies to guide sustainable growth and economic development.

On February 2, 2026, the City Council approved an agreement with Kosmont to conduct an independent, professional Real Estate Economic Market Analysis. Subsequently, on February 10, 2026, during the City Council retreat, Ken Hira, President of Kosmont, presented a brief overview of the Study’s scope and methodology, followed by questions from Council members. In March, the consultant team held one-on-one meetings with individual Council members to further understand Council priorities and their vision for the Study. The consultant team then began its data collection and review of the City’s real estate sectors using a variety of sources and analytical tools.

On April 20, 2026, Kosmont presented Update #1, which included population and psychographic analysis, an evaluation of the City’s economic base, an assessment of office, industrial/flex (R&D), retail, and hotel market conditions, and an analysis of visitation patterns and retail spending leakage. Following this presentation to the City Council, staff and the consultant team began an extensive stakeholder and community engagement process, including community meetings, stakeholder meetings, and community surveys. Based on stakeholder, community, and Council feedback, Kosmont compiled a list of opportunity sites and evaluated them for their potential for development, redevelopment, or repurposing based on market conditions and community priorities.

ANALYSIS
As noted earlier, Update #2 provides an overview of the extensive stakeholder and community feedback received to date and reviews the list of opportunity sites identified through City Council direction, stakeholder input, and community input.

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Kosmont’s approach to preparing this Update #2 included the following tasks:

 Review of planning documents, together with a tour of the City and its business and residential districts
 Interviews with City staff and Council members
 Assessment of local demographic and market conditions  In-person and virtual community outreach meetings to present preliminary findings and gain insights into community needs and challenges  Interviews with stakeholders
 Identification of long-term commercial opportunities supported by market forces  Review of major retail centers outside the City (e.g., Bridgepointe and Hillsdale centers)
 Assessment of regional economic trends
 Evaluation of key opportunity sites, adjacent uses and potential new uses  Identification of necessary action items to support implementation

COMMUNITY AND STAKEHOLDER ENGAGEMENT
Community and stakeholder engagement is a critical component of the Study to ensure that the analysis and recommendations reflect the needs and priorities of residents, businesses, and the City’s daytime population.

Fig 1. Role of Community Engagement in the Study
The engagement process began shortly after Update #1 to the City Council on April 20, 2026. To reach a broad cross-section of the community, outreach materials, including the survey, workshop information, project webpage, and flyers were distributed through multiple channels. These efforts included:

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 More than 10,000 community members were reached via the City’s email newsletter, with strong engagement indicated by a 27% open rate (the industry average is 20-30%)
 More than 21,000 community members were reached via Facebook and Instagram
 Social content generated 70 engagements (likes, shares, link clicks) across platforms
 Direct personal emails to business and economic development stakeholders  Outreach through Parks and Recreation Department and Citizens Sustainability Advisory Committee (CSAC) channels
 Flyers posted at community facilities and public locations throughout town  Direct coordination with Foster City Chamber of Commerce  Pop-up events at Off the Grid
 A-frames placed at the Library, Off the Grid events and Levee  Flyers distributed to individual businesses in shopping centers  City marquee
 Recology flyer
In April and May 2026, stakeholder and community feedback was gathered through numerous engagement opportunities, detailed below. For details on the specific meetings and community feedback, refer to Attachment #1.
 In-person Community Meeting
On April 27, 2026, an in-person community meeting was held at the Council Chambers. There were 34 attendees. Staff provided an overview of the Study and its purpose, followed by a presentation on Update #1 that Kosmont presented to the City Council. This included citywide real estate economic market assessment and population and psychographic analysis. Attendees asked a variety of questions and also provided comments/suggestions.

 Virtual Community Meeting
A second community meeting was held virtually on May 14, 2026, and was attended by 15 community members. Staff also received positive feedback on the outreach format.

 Small Business Focus Group Meetings
The consultant team held four (4) Focus Group Meetings for small businesses, including on:
 One (1) in-person meeting on April 27, 2026
 Three (3) virtual meetings on April 29, May 04, and May 8, 2026 Participation in the small business focus groups was limited, with only a handful of business owners attending.
 Stakeholder Focus Group Meetings

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Thomas Jirovsky from Kosmont held 17 stakeholder meetings in the month of April and May 2026 with several stakeholders, including members of the Planning Commission, small business owners, large employers (such as Gilead, Visa), commercial property owners, the Foster City Chamber of Commerce, real estate brokers, property manager, and other stakeholders.

 Community Survey
The Community Survey was an important tool for gathering feedback and understanding the needs of Foster City residents and daytime workforce. The survey asked residents and workers about their use of Foster City’s commercial areas, the retail and dining trends they want, their priorities for improving shopping districts, and the types of businesses they feel are most needed. It also gathered open‑ended feedback on broader issues such as downtown development, dining options, mobility, community spaces, and local retail vitality. The survey was open from April 22 through May 22, 2026, and 134 responses were received. The survey reflected an engaged and thoughtful community offering specific and constructive ideas.

Fig 2. Community outreach and public participation for the Study The consultant team then evaluated the community feedback and prepared a list of major community engagement themes.
 Activate the waterfront and lagoon
 Need for better public transportation
 Concern about vacant office space

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 Concern about vacant spaces at OSH and Edgewater Place  Need for more community events / gathering spaces
 Lack of dining, nightlife, shopping and services in the City and opportunity to create a “Downtown Core”
 Enhance the use of Mariners Point Golf Course
 Local high school
City Council direction, together with stakeholders and community feedback, was consolidated to identify the most common themes and opportunity sites for further evaluation. While every comment, idea, and suggestion was carefully considered, the opportunity sites and themes identified for Update #2 represent the recurring priorities and shared interests that emerged through the engagement process.

OPPORTUNITY SITES
Based on City Council direction and stakeholder and community feedback, Kosmont evaluated the following properties for development, redevelopment, and/or revitalization potential:

1. Vacant parcel at the corner of Metro Center Blvd and Shell Blvd.

2. 1010 Metro Center (former OSH)

3. 1065 Hillsdale Century Plaza

4. 388 Vintage Park (former El Torito restaurant)

5. Mariner’s Point Golf Center

6. State Lands

7. Edgewater Place Shopping Center

8. Sea Cloud II

9. 1601 Beach Park Blvd.

10. 700 Lincoln Center
Attachment 1 includes the preliminary findings and recommendations from Kosmont on these opportunity sites. A summary of key highlights from the report is included below.

1. Vacant parcel
 Assessment: In 2021, the owner obtained City approval for a hotel, but as a result of the pandemic, they were unable to get a financing commitment. o Hospitality demand has declined throughout the peninsula, challenging any near-term development opportunities.
 Development Potential: Given the need for housing outlined in the Housing Element, and the adjacent residential developments, Kosmont believes the highest and best near-term use for this site is likely a high-density residential project, with some limited ground floor commercial use due to the substantial cost of acquisition.

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 Interim Opportunity: The site could be used as interim Food Truck Park or Container Village.

2. 1010 Metro Center (former OSH)
 Assessment: Kosmont believes the property is a prime commercial development site due to its location at the intersection of Foster City Blvd., Metro Center Blvd. and the Hwy 92 interchange.
 Development Potential: The site could accommodate 20,000-square-foot food hall and approximately 200 residential units or be developed as 100% retail.

3. 1065 Hillsdale Blvd. (Century Plaza)
 Assessment: The conversion of existing office buildings into residential or mixeduse development has emerged as an increasingly important adaptive reuse strategy, particularly in areas experiencing changing office market conditions and continued housing demand due to the region’s housing shortage.  Kosmont envisions the broader area- including the new Community Center, Leo J Ryan, Foster Square, Civic Center, Century Plaza, Parkside Towers and Metro Center- as an “Integrated Downtown Village” as laid out in the General Plan. The vision for the “Downtown Village”, is to strengthen connections among civic, recreational, residential, commercial and community destination.  Development Potential: The site is well-positioned for evaluating adaptive reuse of the existing building for residential purposes and would support the City’s efforts to advance its Regional Housing Needs Allocation (“RHNA”) goals. Many architectural firms specialize in converting office buildings into residential uses.  Additional Considerations: Adaptive reuse could accommodate a ground-floor childcare facility to help address regional needs.

4. 388 Vintage Park Dr (former El Torito restaurant)
 Assessment: The site is well located amidst a major concentration of retail (Bridgepointe, Home Depot etc.), two (2) hotels, and employment uses with easy access from residential area along the Vintage Park Drive entrance to Gilead campus, within walking distance for several thousand employees.  Recommendation: Kosmont believes this site is well suited for a 20,000 – 30,000- square-foot food hall/entertainment concept.

5. Mariner’s Point Golf Center
 Kosmont recommends upgrading the golf course and driving range facility to add commercial food service uses taking advantage of the Bay views. In order to accommodate the extra parking needed, there was a discussion regarding stateowned parcel between the main and auxiliary driveways that could potentially be developed without wetlands concerns, though it would require trading with the State.
 Development Potential: Potential expansion opportunities at the property include adding more parking and building a new clubhouse with a deck overlooking the

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Bay to accommodate larger functions beyond the current 40-person capacity limit.
 Implementation Consideration:
 Work with State to obtain lease/easement to allow public parking on the State-owned land to the east of the Mariner’s Island Blvd. entranceway.

Alternatively, the northern extension of Lakeside Drive across 3rd Ave could provide parking opportunity near the driving range.  Commercial development would require bringing in a professional operator through an RFP process.
 Retain an architect to design potential expansion concepts.

6. State-Owned Land
 Assessment: Caltrans has a long history of transferring, relinquishing, or selling land to cities when the property is no longer needed for state highway purposes.

These actions often support redevelopment, housing, civic centers, and transportation improvements.
 Opportunity: Caltrans indicated it was holding the vacant property for potential mitigation purposes during discussions related to sites inventory for Housing Element. Kosmont suggests the City find an alternative mitigation site that could potentially be exchanged with Caltrans.

7. Edgewater Place Shopping Center
 Assessment: Kosmont believes there are several opportunities to be examined for Edgewater Place.
 Development Potential:
 Given its size, breadth of uses and waterfront location (with boat docks), center could be a “downtown village” for Foster City residents. Kosmont has identified Edgewater Place as a possible downtown village as part of downtown core feasibility.
 The center requires substantial landscape, hardscape, open space and building facade improvements to create an appealing / walkable ambience.  The center may be too large to stay 100% commercial. To improve economic feasibility, the City could consider allowing a modest amount of medium density housing as a buffer to the south.

8. Sea Cloud II
 Assessment: Given the need for additional sports fields and recreation facilities in the City, Kosmont believes the site could be utilized for more sports fields, tennis and pickleball courts, and potentially a public swimming pool, thereby freeing up land adjacent to the Community Center.
 Implementation Consideration: Environmental assessment/remediation may be needed to permit active sports and assess the site’s ecological constraints and recreational potential, as well as its suitability for future dredge disposal from the Foster City Lagoon, which is scheduled for upcoming maintenance.

9. 1601 Beach Park Blvd.

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 Development Potential: Given the Housing Element designation as a housing site, Kosmont believes there is limited market opportunity for mixed-use with 5,000 SF of neighborhood commercial and up to 20 townhomes.  Townhome development is the most appropriate use as it helps the City meet its RHNA by adding moderate-density housing in infill areas.  Townhomes represent a more attainable homeownership option compared with single-family homes.
 Townhomes increase housing supply without high-rise development, maintaining neighborhood character.
 Townhome densities typically range from 14–20 dwelling units per acre, aligning well with the physical characteristics and size of the site.

10. 700 Lincoln Center Dr.
 Assessment: Kosmont interviewed the property owner BioMed Realty and found that they have invested significant resources to design and entitle a new mid-rise R&D research building to complete the Lincoln Centre campus. BioMed sees strong demand for additional R&D tenancy.
 Recommendation: Given the significant investment the ownership has made in the Lincoln Center campus, Kosmont does not believe the City should consider retail/entertainment uses on the site.

The evaluation of opportunity sites is an initial assessment. It is recommended that City conduct outreach to the property owners for sites that Council is interested in seeking new development. If ownership has interest, further due diligence will be required to evaluate site-specific considerations, including planning and regulatory requirements, entitlement processes, infrastructure capacity, environmental constraints etc.

In addition to evaluating the physical opportunity sites, the consultant also researched and assessed other areas/themes per City Council’s direction and included their findings/recommendations. A brief overview is included below:
 Impact of Noise Ordinance: Decibel Restrictions Permitted continuous noise levels differ by time of day. For one- or two-family residential zones, sounds should generally not exceed 60 dBA between 7:30 a.m. and 10:00 p.m., and 50 dBA between 10:00 p.m. and 7:30 a.m.
 Kosmont suggests the City consider modifying the nighttime 50 dBA limit to allow later evening activity on weekends. Alternative strategy could also include installing plexiglass barriers on outdoor patios directly across from homes on the Lagoon.

 Impact of Redevelopment of Hillsdale Mall and Bridgepointe Shopping Center:
 The San Mateo Housing Element currently lists Bridgepointe as an opportunity site for 300+ housing units, but there are legal issues related to the 1997 contract and economics make redevelopment infeasible in

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near term. Owner has submitted plans to redevelop the ice rink site as general retail.
 Hillsdale Mall includes a $1 billion redevelopment plan to add 1,670 housing units, 8- to 10-story office buildings and remove a portion of the interior mall that will reduce retail competition and increase retail demand.  The planned redevelopment of Hillsdale Shopping Center could have mixed implications for Foster City.
 The proposed reduction in traditional enclosed-mall retail space may lessen direct competition for certain regional retail tenants, potentially creating opportunities for Foster City to attract businesses seeking locations on the Peninsula.
 At the same time, the addition of approximately 1,670 housing units and new office development would increase the surrounding customer and employee base, which could generate additional demand for retail, dining, personal services, and entertainment uses throughout the broader trade area, including Foster City. The increased number of residents and workers could generate additional demand for regional-serving anchors such as Costco and Safeway in Foster City.
 However, the redevelopment may also reinforce Hillsdale’s role as a major mixed-use regional destination. New housing and office use, combined with its established retail, dining, and entertainment offerings and direct access to Highway 101 and Caltrain, could strengthen the center’s overall market position and continue to be significant competition for destination-oriented retailers, restaurants, and entertainment operators.

 Feasibility of a High School:
 Land constraints in Foster City — No large enough developable parcels remain to accommodate a high school.
 Financial constraints — Could require $200M+ capital cost.  Enrollment constraints — Declining regional school-age population.  Governance constraints — San Mateo Union High School District (SMUHSD) control; no guarantee of Foster City district formation.

 Creating Downtown Core:

Kosmont suggested the following two (2) options for creating a downtown core or downtown village:
 Leo J Ryan Park, home of the new Community Center, and the numerous activities centered around the Lagoon area is a potential foundation for a Downtown Core, as most City community events already occur here.  Edgewater Place Shopping Center could be reimagined as a downtown village as it is most the accessible commercial center and is adjacent to the waterfront.

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NEXT STEPS
Following City Council’s discussion and direction on Update #2, Kosmont will prepare the final Real Estate Economic Market Analysis by refining the data further and developing action items for implementation. The staff and consultant team will return to the City Council for review and consideration, tentatively in September 2026.

California Environmental Quality Act
This action is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) (general rule for projects that have no direct or reasonably foreseeably indirect physical change to the environment).

FISCAL IMPACT
There is no fiscal impact associated with receiving Update #2 as the agreement with Kosmont has already been approved and appropriated by the City Council.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Smart Planning, Development, and the Local Economy
ATTACHMENTS:

Attachment 1 - Draft Update #2 Real Estate Economic Market Analysis

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2301 Rosecrans Ave., Suite 4140
El Segundo, CA 90245
TEL: 424-297-1070 | URL: www.kosmont.com

CITY OF FOSTER CITY

REAL ESTATE ECONOMIC MARKET ANALYSIS
CITY COUNCIL UPDATE PRESENTATION #2
JULY 20, 2026

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BACKGROUND
Foster City (“City”) hired Kosmont Companies (“Kosmont”) to prepare a comprehensive Real Estate Economic Market Analysis (“Analysis”) to examine the community’s commercial voids, and understand current market conditions / trends, and opportunities. Given shifting consumer preferences and land uses, and uncertain economic times and fiscal challenges, it is important that City identify opportunities to strategies to guide sustainable growth and economic development. On April 20, 2026, City staff and Kosmont provided Update Presentation #1, including Citywide Real Estate Economic Market Assessment, and Population and Psychographic Analysis.

This Update Presentation #2 provides an overview of the extensive stakeholder and community feedback received to date and summarizes Kosmont’s analysis of the list of opportunity sites identified through Council direction and community input. This opportunity site analysis is a high-level overview by Kosmont to identify market supported land uses for various sites identified by the City. Because the majority of these are privately owned, the findings made for each site are only to advise the City Council and community of opportunities worth further examination / due diligence with property ownership.

The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results are difficult to predict as a function of market conditions, natural disasters, sea level rise, pandemics, state and local legislation and administrative actions.

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APPROACH
Kosmont’s approach to preparing this Update Presentation #2 regarding opportunities included the following tasks:
 Review of Planning documents, together tour of the City and its business and residential districts  Interviews with City staff and Council members
 Assessment of local demographic and market conditions  In person and virtual community outreach meetings to present preliminary findings and gain insights as to needs and challenges
 Interviews with stakeholders
 Identify long term commercial opportunities supported by market forces  Review of major retail centers outside City (e.g., Bridgepointe and Hillsdale centers)  Assessment of regional economic trends
 Evaluation of key opportunity sites, adjacent uses and suggested new uses  Necessary action items to help decision-making

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CITY COUNCIL DIRECTION
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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CITY COUNCIL FEEDBACK / DIRECTION
City Council Interviews, March 25-26, 2026
• City is safe, family-oriented, “sleepy,” with strong parks, youth sports, food trucks, and concerts.
• Traffic, limited access points, weak wayfinding/signage, aging infrastructure, and high business operating costs. • Make City more business-friendly, grow sales tax
revenue, and strengthen gathering places.
• Expand pop-ups, kiosks, food trucks, farmers’ markets, and explore loan/incubator programs.
• Focus on neighborhood-serving retail, restaurants,
family services, and destination uses rather than
competing with Bridgepointe.
• Desire for quality restaurants, waterfront dining, bars, and evening activity (e.g., fresh fish restaurant,
golf-course bar/restaurant).
• Develop a “mini-downtown” civic heart — centered
around Metro Center, Community Center, lagoon, and
adjacent commercial areas.
• Opportunity Sites - Metro Center/lagoon area,
Edgewater Place, Beach Park Plaza, Foster City Square,
101 Lincoln, Hatch Drive sites, 303 Vintage, 1601 Beach Park, Visa pad, industrial areas, office-to-residential conversions, golf course.
• Evaluate office-to-residential conversion and added
housing at Metro Center, Edgewater, and Beach Park
Plaza (mixed Council views).

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CITY COUNCIL FEEDBACK / DIRECTION (CONTD.)
• Foster City Square repositioning — seen as
underperforming; consider pop-ups, kiosks, activation,
or rethinking City ownership strategy.
• Edgewater Place challenges/opportunities —
Waterfront potential, but constrained by ownership,
high rents/CAM, access, and past housing opposition.
• Infrastructure constraints — 50-year-old water/electric systems may limit redevelopment feasibility.
• Revenue-generating opportunities — hotels,
higher-value redevelopment, City property investment,
improved signage, billboards, sales, property and TOT
tax generating uses.
• Community needs — more teen activities, quality
restaurants, childcare/preschools, and inclusive spaces for seniors and diverse population.
• Engagement strategy — use multiple channels, including three local Facebook groups, to gather resident input.
• Action-oriented staff report — practical, site-specific, and tailored to City (avoid “cookie-cutter” approaches).

Council Update #1 April 20, 2026
• Impact of Noise Ordinance
• Impact of Hillsdale Mall and Bridgepointe on City
• Food Hall and other concepts
• Potential for Foster City High School
• Location for “Downtown Core”

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COMMUNITY OUTREACH
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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OUTREACH EFFORTS
To reach a broad cross-section of the community, outreach materials including a survey, workshop information, project webpage, and flyers were distributed through multiple channels. These efforts included:
• More than 10,000 community members were reached via the City’s email newsletter, with strong engagement indicated by 27% open rates (the industry average is 20-30%) • More than 21,000 community members were reached via Facebook and Instagram • Social content generated 70 impressions (likes, shares, link clicks) across platforms • Direct personal emails to business and economic development stakeholders • Outreach through Parks and Recreation Department and Citizens Sustainability Advisory Committee (SCAC) channels
• Flyers posted at community facilities and public locations throughout town • Direct coordination with Foster City Chambers
• A-frames placed at the Library, Off-the-Grid events and Levee • Flyers distributed to businesses in shopping centers
• Marquee
• Recology flyer

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COMMUNITY OUTREACH AND PUBLIC PARTICIPATION
In-person Community Meeting
34 Engaged
Project Website
244 informed; 1,400 views
Community Survey
134 Engaged
Virtual Community Meeting
15 Engaged
Focus Group Meetings (Small Business)
4 Meetings (In-person and Virtual)
Stakeholder Meetings
17 Meetings (In-person and Virtual)

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ROLE OF COMMUNITY ENGAGEMENT

EXISTING

CONDITIONS

ENGAGEMENT
Population and
Psychographic
Data
Citywide Real Estate
Assessment
City Retail and
Shopping
Centers
City Council
Interviews AND
Update #1
Community
Meetings
Focus Group
Meetings
Stakeholder
Interviews
Community Survey

SELECTION OF

OPPORTUNITY
SITES

COMMUNITY
NEEDS

EDUCATION

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IN-PERSON COMMUNITY MEETING – APRIL 27, 2026
• Commercial Market & Land Use — Residents want to understand why retail vacancy is higher than in peer cities; long-standing vacancies like OSH and Edgewater Place Center; how to identify the best uses for underperforming sites; strong desire for more local shopping, dining, and small businesses, while split views on mixed-use development.
• Housing & Community Composition — Split views on whether the City has too much or needs more housing; Residents noted the lack of a long-term plan connecting housing, schools, retail, and services, and asked if seniors are adequately represented in the study.
• Waterfront & Lagoon System — The lagoon is an underutilized asset; explore revenue-generating opportunities, more community gathering spaces, cafés, and low-cost entertainment along the water; how the lagoon can be leveraged for recreation / economic activity.
• Transportation & Mobility — Concerns about transit options in the City. Daytime mobility challenges, especially for seniors and workers.

Transportation challenges may be limiting access to businesses, contributing to retail vacancy.
• Community Life & Events — Desire for more events, entertainment, and a stronger sense of place. Suggestions included adjusting existing events (e.g., Off the Grid) and adding more family-friendly and senior-friendly activities.
• Economic Strategy & Implementation — Residents want
actionable outcomes. How the City plans to attract unique, community businesses, how recommendations will fit into a broader economic strategy, and what the fiscal impacts might be — including effects on City revenues, property taxes, home values, and comparisons to peer cities.

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VIRTUAL COMMUNITY MEETING – MAY 14, 2026
• Waterfront & Lagoon System — Evaluate the lagoon’s
impact on residential property values, commercial/waterfront restaurants, gathering spaces, and recreational tourism. They also asked how the lagoon system aligns with the needs of major employers like Gilead, Visa, and Zoox.
• Opportunity Sites & Land Use — Which sites are being
considered for redevelopment and exploring a true downtown district. They specifically asked about the OSH site and the former marina site, and whether Foster City could pursue a transformative redevelopment similar to Bay Meadows or the Hillsdale Mall evolution.
• Real Estate Trends — Residents want a deeper breakdown of where residents work, beyond listing top employers. They asked why Foster City’s real estate appreciation has lagged San Mateo over the past five years, what factors play a role, and which neighborhoods are appreciating or stagnating.
• Golf Course — Residents questioned whether the
municipal golf course pays market-rate rent and whether the land could be used more intensively for family-friendly or revenue-generating purposes.
• Education & Community Composition — A recurring
question was whether the City could support its own high school and how that would fit into long-term planning.
• Economic Resilience — Residents expressed concern
that Foster City may be too dependent on a small number of major employers and asked what would happen if
biotech activity slows.
• Study Timeline — Residents requested clarity on when
the study’s conclusions will be delivered and when new
development activity could realistically begin afterward.

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COMMUNITY RETAIL SURVEY
Kosmont prepared a survey for residents to identify shopping patterns and preferences. The City posted the survey online and promoted it to the community.

Here is a summary of results:
• 41% rarely go to restaurants in the City
• 31% rarely go to fast food/quick serve in the City
• 37% rarely shop in the City for personal services
• 54% would like more outdoor dining options
• 58% would like more public events (farmers’ markets, festivals) • 69% say City needs more sit-down restaurants
• 54% say need more entertainment venues (live music venues, theaters) • 59% would like City to prioritize streetscape (design, lighting, walkability)

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SUMMARY OF COMMUNITY SURVEY COMMENTS
• Need for a downtown core — Strong desire for a
walkable, vibrant district where dining, shopping, and
services are clustered rather than spread out.
• More dining, shopping, and services — Residents want
more restaurants, cafés, nightlife, grocery options, and everyday retail to reduce the need to leave Foster City for basic needs.
• Vacant commercial spaces — Concern about empty
office buildings and long-standing vacancies at OSH and Edgewater Place, with calls for action to reactivate these sites.
• Better public transportation — Requests for improved
transit within Foster City and stronger connections to
nearby cities, along with safer, more walkable routes.
• More community events and gathering spaces —
Desire for more places and programs that bring people
together, including family-friendly, teen-friendly, and multigenerational spaces.
• Activate the lagoon and waterfront — Interest in
more waterfront dining, outdoor seating, beautification, and social spaces that make the lagoon a true community
destination.
• Consider enhancements that build on the golf
course’s success — Residents are open to opportunities
that complement and strengthen the golf course’s existing recreational value.
• Benefits of a local high school — Curiosity about
whether Foster City could support its own high school and how it might strengthen community identity and serve
families.

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MAJOR COMMUNITY ENGAGEMENT THEMES
Activate the waterfront and lagoon
Need for better public transportation
Concern about vacant office space
Concern about vacant spaces at OSH &
Edgewater Place
Need for more community events / gathering
spaces
Lack of dining, nightlife, shopping and services
in the City & opportunity to create a
“Downtown Core”
Enhance the use of Mariners Point Golf Course
Benefits of a local high school

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STAKEHOLDER INTERVIEW THEMES
From the 17 stakeholder meetings with Kosmont representatives, other opportunity sites were raised, business opportunities and challenges were discussed including:
 Metro Center was mentioned as redevelopment opportunity / potential downtown site  Commercial/retail development in R&D industrial district was mentioned  Redevelopment of older multifamily apartments into higher density mixed use  Chamber of Commerce concern about inconsistent enforcement of signage and noise ordinance rules, community opposition to development due to traffic concerns, little or no justification of high CAM costs for retail tenants  Mixed-use development along lagoon
 Need for better public transportation
 Lack of dining options in the City
 Opportunity to create a “downtown core”
 Increase use of Mariners Point Golf Course land
 Benefits of a local high school
 Permit processing delays

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THEMES AND CONSIDERATIONS
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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COUNCIL UPDATE #2
This Update Presentation #2 addresses questions raised by Council in the first presentation and provides preliminary recommendations for themes and opportunity sites.

Considerations include:
• Impact of Noise Ordinance
• Impact of Hillsdale Mall and Bridgepointe redevelopment on Foster City • Food Hall and other concepts
• Feasibility of a High School
• Location for “Downtown Core”
See separate sections following

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IMPACT OF NOISE ORDINANCE
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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IMPACT OF NOISE ORDINANCE
 The City noise ordinance in Municipal Code 17.68.030 states "It is the policy of the City that the public peace, health, safety, tranquility and general welfare of residential districts and the community as a whole requires protection from unnecessary, excessive, unreasonable and annoying noises..."
 Decibel Restrictions Permitted continuous noise levels differ by time of day. For one- or two-family residential zones, sounds should generally not exceed 60 dBA between 7:30 a.m. and 10:00 p.m., and 50 dBA between 10:00 p.m. and 7:30 a.m.  Normal conversation at a distance of 3-5 feet would be approximately 60 dBA so outdoor dining should not be a problem for homes over 50 yards away.
 The City website needs to clearly explain these limits.  According to Chamber of Commerce, restaurants have had neighborhood complaints about outdoor dining that resulted in enforcement actions. They mentioned perceptions about business operating hours can be more restrictive than actual rules, causing some businesses to avoid operating in the evenings due to fear of complaints. It is perceived that enforcement focuses more on keeping peace, rather than following the actual rules. This has led to businesses closing earlier, limiting nightlife options for residents.
 Kosmont suggests the City consider modifying 50 dBA limit till later hours on weekend evenings. Another option would be to install plexiglass barriers on outdoor patios directly across from homes on the Lagoon.

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IMPACT OF HILLSDALE MALL AND BRIDGEPOINTE REDEVELOPMENT ON

FOSTER CITY
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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BRIDGEPOINTE AND HILLSDALE REDEVELOPMENT
How the Theme / Consideration Was Identified
 Stakeholder input
 City Council Input
Kosmont’s Analysis shows that Foster City has limited retail, dining and recreational venues to serve the wide demographic resident mix. This is likely due to the fact that two major shopping centers, providing close to 2 million SF of retail, dining and entertainment venues have been located within 2 miles of City Hall since the City founding 50 years ago, providing relatively easy access for residents.

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BRIDGEPOINTE SHOPPING CENTER
Bridepointe Shopping Center, immediately north along Hwy 92 in San Mateo, is today a 500,000 SF power center developed following the failure of Fashion Island to attract sufficient customers. Hahn Company sold the original mall in 1986, but new owners were unsuccessful seeing 80% vacancy rate. It was sold again to Sand Hill Properties, which rebuilt it as a power center. Today’s tenants include:
 Target and Nordstrom Rack
 Home Depot
 Marshalls and Ross Dress 4 Less
 BJ’s Brewery & Restaurant, Lazy Dog and Benihana
The San Mateo Housing Element currently lists Bridgepoint as an opportunity site for 300+ housing units, but there are legal issues related to the 1997 contract and economics make redevelopment infeasible in near term. Owner has submitted plans to redevelop the ice rink site as general retail.

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HILLSDALE MALL
Hillsdale Shopping Center is today a 1.3 million SF regional mall, originally built by Bohannon Family in the early 1950’s as an open air center with over 170 stores. After the Hahn Company built Fashion Island on Bridgepointe Parkway in 1982, Bohannon demolished the open-air center and built a 2-level enclosed mall, with four major department stores as anchor tenants. It has undergone continuous renovation and reinvestment adding luxury movie screens, food court, and California’s first Nordstrom store. The adjacency of Hillsdale with its collection of high quality retail, restaurant and entertainment on the major north-south Highway 101 presents extreme competition to Foster City’s ability to attract regional retail tenants.

The following quality retailers are located in the Center:
 Macy’s and Nordstrom
 Cinepolis Theaters
 Pinstripes Bowling
 Trader Joe’s
 Cheesecake Factory
There is a $1 billion redevelopment plan to add 1,670 housing units, 8- to 10-story office buildings and remove a portion the interior mall that will reduce retail competition and increase retail demand.

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HILLSDALE MALL REDEVELOPMENT PROPOSAL
 The existing North Block Retail at Hillsdale Mall (12.03 acres of the 44.69-acre property) will remain
 Demolition of 1,490,331 square-foot existing commercial buildings and garages  Up to 2,059,000 GSF of net new commercial development  Up to 2,390,800 GSF of net new residential space containing up to 1,670 residential units  A new low-rise Retail Village will be integrated to the existing North Block Retail  The new Commercial and Office uses, ranging from eight to ten stories, are proposed along El Camino Real
 The western portion of the site will feature three-story townhomes adjacent to existing singlefamily residences, while five- to eight-story Source: City of San Mateo website

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IMPACT OF HILLSDALE MALL REDEVELOPMENT

PROPOSAL
 The planned redevelopment of Hillsdale Shopping Center could have mixed implications for Foster City.  The proposed reduction in traditional enclosed-mall retail space may lessen direct competition for certain regional retail tenants, potentially creating opportunities for Foster City to attract businesses seeking locations on the Peninsula.
 At the same time, the addition of approximately 1,670 housing units and new office development would increase the surrounding customer and employee base, which could generate additional demand for retail, dining, personal services, and entertainment uses throughout the broader trade area, including Foster City. The increased number of residents and workers could generate additional demand for regional-serving anchors such as Costco and Safeway in Foster City.
 However, the redevelopment may also reinforce Hillsdale’s role as a major mixed-use regional destination. New housing and office use, combined with its established retail, dining, and entertainment offerings and direct access to Highway 101 and Caltrain, could strengthen the center’s overall market position and continue to be significant competition for destination-oriented retailers, restaurants, and entertainment operators.

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FOOD HALL AND OTHER CONCEPTS
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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NEW EXPERIENTIAL RETAIL CONCEPTS BLENDING

ENTERTAINMENT, FOOD, DRINK
Characteristics Examples
Movie Theater Delivering an improved / luxury theater experience – better seating, design, and food / beverage Cinepolis, Alamo Drafthouse
Bowling Upscale and engaging lounge format Lucky Strike, Bowlmor Small format
sports / activities
Often bar-wrapped concepts that blend activities with technology and hospitality – social sports, rock climbing, ax throwing, laser tag, and trampoline parks
Puttshack, Spin Ping Pong, Bat Box, Beat,
Chicken N Pickle
Large format
conversions
Convert large vacant bldgs. into indoor / outdoor facilities that often offer a variety of activities and sports such as mini-golf, rock wall climbing Elev8 Fun, Launch Entertainment, FunBox
Franchise
Gaming and
Arcades
Arcades, escape rooms, arcade bars, pinball, virtual reality gaming, and esports Barcade, Beat the Bomb Personalized Retail
Services
Clothing, accessories, and technology stores that offer showrooms, in-store services and customization Nordstrom Neighborhood
Curated Food
Halls
Food centers with diverse / curated / boutique / local businesses, small stalls, restaurants, bars, common area tables and gathering places Rodeo 39 Public Market, Anaheim Packing
House, Eataly
Interactive
Exhibits Art installations, galleries, and other cultural offerings Department of Wonder, Area15

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29 Stone Brewing Beer Garden Communal Outdoor Spaces
Rodeo39 Curated Retail & Food
Upscale Design Elements

ENGAGING RETAIL

EXAMPLES
Engaging Play Areas Steelcraft Container Curated Food

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EXAMPLES OF FOOD TRUCK PARK CONCEPTS
Food truck parks are designated spaces where multiple trucks gather to offer a variety of cuisines in a casual, open-air setting with communal seating, live music / entertainment, lawn games, and other amenities (shade, trash, restrooms, power). These can revitalize areas by bringing foot traffic and supporting local entrepreneurs, catalyzing economic and social activity. Often used as an early stage toward more permanent developments. Visit California website promotes many examples of Food Truck parks across the State, including:

Smorgasburg
Los Angeles
One of the largest weekly open-air markets in the country, held every Sunday in the Arts District. Hosts almost 100 small food / retail businesses, draws thousands of visitors.

The Park
Redding
Downtown food truck park open multiple evenings per week. Rotating lineup of trucks, beer garden, live music, lawn games.

Midtown Farmers Market
Sacramento
Year-round Saturday market in Midtown that spans five block and features over 200 vendors, including farm stands and food trucks.

SPARK Social SF
San Francisco
Permanent food truck park, beer garden, event space in Mission Bay area. Open all week, rotating lineup of trucks, amenities include picnic seating, fire pits, games, events.

Off the Grid @ Leo J Ryan
Park Foster City
Wednesday night food truck event held at Leo J Ryan Park featuring food trucks, live music, activities. Community would like to see more on weekends.

Avenue 26 Family Night Market
Pico Rivera
Large family-friendly night market held of Saturdays at Pico Rivera Sports Arena. Hosts over 75 vendors and food trucks, live bands, dancers, carnival games.

Granada Hills Grubfest
Los Angeles
Occurring every Friday, it is one of the longest-running food truck events in the state, with over 30 food trucks featured.

Curbside Bites Downtown Markets
San Diego
Organization hosts weekly markets (often on temporary closed city blocks), with a rotating selection of local food trucks.

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CASE STUDIES OF FOOD HALL CONCEPTS
Kosmont researched examples of high-end food halls / public markets in urban locations to understanding retail trends that can inform the Analysis.

Key Takeaways: Curate with authentic and interesting food offerings, center around community gathering spaces and outdoor areas, support with entertainment and event options.

Packing House – 440-454 S Anaheim Blvd, Anaheim, CA
 Restored historic packing house converted to a food hall featuring communal dining, outdoor picnic gardens, stages for live music
 43,000 SF built in 1919, renovated in 2014
Rodeo 39 – 12885 Beach Blvd, Stanton, CA
 Experiential retail / blended use multifamily housing project built on blighted 24-acre shopping center site in 2019/20; curated market centered around cultural dining, live music, games, and gathering spaces
 41,000 SF Rodeo 39 Public Market; includes variety of specialty food and retail offerings serving mainly Asian demographic trade area);  Land Area: portion of larger shopping center on 10 acres Rodeo 72 – 7012 Walnut Grove Dr, Whittier, CA
 Restored building into new Public Market / Food hall
 21,666 SF, Built 2024/25
 Land Area: 1.59 AC

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CASE STUDY

STATE STREET MARKET - LOS ALTOS
 Originally a 20,000 SF 1950’s grocery store at
160 State Street in downtown Los Altos, it was
converted to a mixed-use office/retail building
and in 2021 it was reimagined as the peninsula’s
first food hall
 State Street Market currently hosts 9 eateries
with a range of options from ramen to ice
cream
 This retail concept is now a local destination
hosting sporting watch parties and familyfriendly events

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CASE STUDY

CASTRO VALLEY MARKETPLACE
 The Marketplace is a 39,000 SF former Daughtery
department store that closed in 1991. After struggling
with interim uses, it was converted into a community
gathering place thanks to efforts by Castro Valley
Municipal Advisory Council.
 Opening in 2021, today a mixed-use center with a
natural foods grocery, and a dozen independently
operated businesses ranging from craft stores to small
eateries
 Along with retail and restaurants, the marketplace
contains gathering spaces to host holiday markets,
music and arts/crafts workshops

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CASE STUDY

OLD TOWN SAN CLEMENTE
 Old Town San Clemente is located on ~0.9 AC
in downtown San Clemente, CA. The Site was
previously used for civic purposes (police / fire
station built in 1928, jail, city yard, blacksmith
shop) that was sold / converted in the mid-1970s
to restaurants and shops.
 The center is a good example of a smaller scale
commercial center with historic charm, lots of
small shop spaces with unique businesses, local
restaurants, outdoor dining, etc

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Rodeo 39 is an example of an experiential retail blended use project that serves as an entertaining destination for the community.

The overall site was previously a blighted 24-acre Village Center on a major highway that had significant vacancy issues. Developer right-sized the site’s retail component to 10-acres, aiming to re-activate a “town square” environment with public spaces anchored by the 41,000 SF Rodeo 39 public market.

Food was the foundation of the public market. Rodeo 39 has been considered a great success, with the local community embracing the eclectic and engaging destination. The project also aimed to add a variety of engaging, entertaining, and experiential offerings, small stage for live music performances, retro arcade / games, boutique tattoo artists, pop-up shops, and a variety of communal seating areas.

CASE STUDY
RODEO 39, STANTON

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CASE STUDIES OF CONTAINER VILLAGE PROJECTS
Downtown Container Park
Las Vegas, NV

1.3-acre open-air retail / entertainment
complex built from shipping containers and
modular cubes, housing 40 small businesses.

Revitalize Fremont Street East district by
incubating local startups and provide an
attractive gathering spot.

Boxville
Chicago, IL
Shipping container mall and community
marketplace that started as one container in
2014 and grew to a year-round operation with
17 shipping containers that host up to 20
businesses. Project launched to revitalize
neighborhood by activating a vacant lot.

BLVD MRKT
Montebello, CA
8,500 SF shipping container food hall /
community space in downtown area that
opened in 2021. Repurposed a vacant cityowned lot into a courtyard with containers with food / beer / pop-up shops. Public-private
partnership; includes on-site incubator.

Container village projects are semi-permanent outdoor commercial spaces using steel shipping containers to house retail tenants around common seating and recreation area

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CASE STUDIES OF CONTAINER VILLAGE PROJECTS
Steelcraft
Bellflower, CA
Outdoor food court and communal dining area
made from 14 repurposed shipping containers
on 0.35-acre site, built in 2019. Features
15,000 SF of dining, drinking, and social space;
curated independent businesses. Privately
developed on city-owned lot.

Shipping Container Shops
Sparta, MI
Four refurbished containers installed in town
square around communal seating in rural town.

Managed by the village’s Downtown
Development Authority. Opened in 2020 as a
temporary installation to build momentum
downtown; phased-out in 2023 to make way
for more permanent redevelopments.

BeltLine Marketplace
Atlanta, GA
Shipping containers used to house six small
storefronts along Atlanta’s BeltLine trail that
launched in 2022. Collaboration between
private developers and philanthropic grant.

Providing affordable spaces for small
businesses, with business support services.

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FEASIBILITY OF A HIGH SCHOOL
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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FEASIBILITY OF A HIGH SCHOOL
How the Theme / Consideration Was Identified
 Stakeholder input
 Community Meeting
 Community Survey
 City Council Input
 A major theme Kosmont heard from stakeholders and the community at large was the desire to have a high school campus in Foster City, as the master plan for the City envisioned and land was donated to the San Mateo School District on the east side of Foster City Blvd.  Quality schools often can provide community amenities and improve local home values.

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HIGH SCHOOL
Historical and Governance Research
 In the late 1970’s, demographic shifts saw a major decline in school enrollment in the peninsula, while Proposition 13 tax reductions caused uncertainty in long term funding - causing the District to cancel any expansion plans.  San Mateo redeveloped the main campus in 2000-05 into a modern school with capacity for ~1,500 students to serve both cities and decided the Foster City land was “surplus” and disposed of the property selling site to a housing developer for Foster Square and giving the City 11-acre site which it leased, then sold to the Peninsula Jewish Community Center.

Demographic & Enrollment Analysis
 San Mateo High School enrollment has fluctuated between 1,400 and 1,800 students for the past 50 years.  SMHS enrollment has declined in past five years, as in most urban areas of the State, due to smaller family sizes, significant out-migration of families to more affordable areas such as Central Valley and Sacramento area.  State projections foresee a 10% decline in Bay area enrollment in the next 10 years.

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HIGH SCHOOL – CASE STUDY
 As part of the Opportunity Site assessment,
Kosmont researched the amount of land needed for
a standard high school campus and estimated
construction costs, by researching recent school
construction and California Department of
Education – Guide to School Site Analysis and
Development
 Emerald High School was just opened in Dublin
CA after a several year construction project on a 25-
acre site. The construction budget with classrooms
to serve up to 2,500 students and provide a 600-seat
performing arts facility was over $300 million.

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FEASIBILITY OF A HIGH SCHOOL
Key Findings for Foster City : What We Learned
 Land constraints in Foster City — No large enough developable parcels remain to accommodate a high school.
 Financial constraints — Could require $200M+ capital cost.  Enrollment constraints — Declining regional school age population.  Governance constraints — SMUHSD control; no guarantee of a Foster City district formation.

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CREATING DOWNTOWN CORE
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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DOWNTOWN CORE
How the Theme / Consideration Was Identified
 Stakeholder input
 Community Meeting
 Community Survey
 City Council Input
 The community has expressed strong interest in developing a “Downtown Core” to be an outdoor gathering place with shopping, dining and entertainment for residents.

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DOWNTOWN CORE
Historical and Case Study Research
 Foster City was originally planned as a suburban community with neighborhood grocery-anchored shopping centers and a commercial center on the north side of Highway 92.  The road system consists of 4-lane and 6-lane high volume traffic providing access to small internal streets for half a dozen different residential neighborhoods. This road system is not ideal for typical downtowns with pedestrian friendly environment.
 Foster Square development was originally envisioned to include a commercial center, but development economics pressured developer to reduce commercial space.
 Many communities do not have a downtown core and have attempted to create a “downtown gathering place” as their city was built decades ago as a residential suburban community. Kosmont is currently working with the city of Eastvale, a high-income suburb in Riverside County. The City arranged to acquire a ~15-acre site to build a new civic center with an adjacent retail and dining town center around outdoor space. Kosmont is also working with City of Mission Viejo, which acquired a vacant department store to reimagine into a destination for their residents.  Kosmont has herein shared some examples of projects built to create a “downtown gathering place.”

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CASE STUDY

EMERYVILLE PUBLIC MARKET
 Emeryville Public Market was created in 1988 as part of a major revitalization project to transform industrial
warehouses into a bustling community hub.
 It houses 15-20 food vendors of local food business and communal spaces with frequent event and music
programming.
 The food hall is a part of a larger 15 acre warehouse conversion project that is now a mixed-use district with national brands, health and wellness services, apartments and retail shops.

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CASE STUDY

MAIN STREET CUPERTINO
 Main Street Cupertino was a 2016 purpose built
“downtown” developed by Sand Hill Property to
give suburban community a central gathering place. 
 Set on 18 acres, Main Street is a mixed use
complex of 100,000 SF including hotel, apartments,
office and retail space centered around an
expansive town square and park.
 Outdoor spaces frequently host gatherings and
seasonal events like summer concert series.
 This downtown area leverages a mix of local and
national brands and walkable design to attract
regional visitors from the Bay Area.

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CASE STUDY

DOWNTOWN BREA - BIRCH STREET
 The City of Brea acquired property along Birch Street to create a downtown area, aiming to create a walkable, well-designed area with a mix of land uses and a sense of place. The development includes three nodes: Existing Gateway Center, Ash Street Cottages and Birch Street Promenade (pedestrian-oriented retail and entertainment).
 The area includes office space, restaurants, ~200 housing units, and entertainment venues (comedy club, music clubs, movie theater).
 The street features some on-street parallel parking, but the majority of parking is provided by two structured parking garages built by the City behind the buildings to encourage people to park once and walk throughout the downtown area.  The City worked with developer CIM Group and architects to create a varied, interesting streetscape that feels like it was developed over a longer period of time.
 The project has won multiple awards, including the 2001 California Redevelopment Association Award of Excellence in Community Revitalization. https://www.epa.gov/smartgrowth/foster-distinctive-communities-downtown-brea-brea-california

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Residential
Condos Rodeo 39
Public Market

CASE STUDY
VILLAGE CENTER / RODEO 39, STANTON, CA
While a food hall case study, Village
Center / Rodeo 39 is also an
example of an experiential retail
and residential project that can
serve as a gathering place for the
community.

Allowing 200 market rate condo’s
was key to the financial feasibility of
the redevelopment project and
provides 16-hour per day activity.

Rodeo 39 public market has been
considered a great success with the
local community embracing the
eclectic and engaging venues.

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CASE STUDY
PALISADES VILLAGE – PACIFIC PALISADES, CA
 Palisades Village is a ~187,000 SF retail development on ~4 AC in the downtown area of Pacific Palisades, a wealthy suburban community. Built in 2018, the outdoor shopping area was designed to have the look and feel of a typical Main Street.  Palisades Village is anchored by an Erewhon grocery store and Bay Theater. The center is also home to a variety of small / boutique retailers, quick dining, restaurants, and services (~45 businesses).

Larger retailers include Sephora, Lululemon, Saint Laurent.  A brick walkway runs throughout the project and functions as a pleasant, walkable promenade lined by retailers, sidewalk dining, and small park areas.
 The project was designed by Gensler / Elkus Manfredi Architects for developer Rick Caruso.

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DOWNTOWN CORE OPTIONS
Opportunity Areas:

While many individuals expressed desire for Kosmont to “think big” ignoring major financial and other constraints, this Analysis focuses on relatively realistic options that can be achieved in next five years.

1. Leo J Ryan Park, home of the new community center, and the numerous activities centered around the Lagoon area is a potential foundation for a Downtown Core, as the most City community events already occur here.

2. Edgewater Place, could be reimagined as a downtown village as it is most accessible commercial center with adjacency to waterfront.

Top: Renderings of the new community center.

Source: Recreation Center Rebuild Project (https://rebuildtherec.org/en/) Bottom: Edgewater Place

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REIMAGINING LEO J RYAN PARK

AS DOWNTOWN VILLAGE
Why Leo J Ryan Is a Strong Candidate
• Central location — New community center
located along the central lagoon, making it
physically and visually the city’s centerpiece.
• Waterfront adjacency — A defining feature
that further anchor Foster City’s identity.
• Community demand — Residents
consistently express desire for dining, gathering
spaces, and a walkable destination.
• Gathering Hub — The City’s most successful
community events already occur here,
reinforcing its role as the natural gathering
place.

Photo: New Community Center

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REIMAGINING LEO J RYAN PARK

AS DOWNTOWN VILLAGE
What Could be Done?
• Support regular food service at the Community
Center through the café and dedicated food truck
infrastructure.
• Consider a semi-permanent container village to
replace the infrequent Off the Grid food trucks.
• Add a floating restaurant or wharf on Lagoon.
• Coordinate programming across the Community
Center, lagoon, Foster Square, and City Hall to help
create a more active, connected area.
• Introduce lighting and signage to connect with
Foster Square and the parking field— murals,
sculptures, and branded wayfinding “village” identity.
• Upzone the multifamily sites along Lagoon for higher
density if mixed-use commercial.

Photo: Off the Grid

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REIMAGINING EDGEWATER PLACE

AS DOWNTOWN VILLAGE
Why Edgewater Place Is a Strong
Candidate
• Strong local positioning — Positioned
near the lagoon, major arterial, and
established neighborhoods.
• Waterfront adjacency — A defining
feature that further enhance Foster City’s
identity as a waterfront community.
• Community demand — Residents
consistently express desire for dining,
gathering spaces, and a walkable destination.
• New momentum — New tenants are
bringing fresh energy to Edgewater, with
more on the way.

Photo: North view of Edgewater Place

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REIMAGINING EDGEWATER PLACE

AS DOWNTOWN VILLAGE
What Could be Done?
• Add outdoor dining and café zones — encourage
restaurant seating into sidewalks and decks.
• Install pedestrian lighting and landscaping — string
lights, trees, planters, and benches to create a warm
evening atmosphere.
• Introduce public art and signage — murals,
sculptures, and branded wayfinding that signal a
“village” identity.
• Facade refresh program — coordinated paint,
awnings, and signage upgrades to unify appearance.
• Encourage local experiential tenants; cafés, wine
bars, artisan shops and coworking.
• Better activate and utilize the lagoon frontage.

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OPPORTUNITY SITES
REAL ESTATE ECONOMIC MARKET ANALYSIS – FOSTER CITY

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OPPORTUNITY SITES
Based on City Council/Stakeholder input, Kosmont evaluated the following properties for development / redevelopment / revitalization potential:

1. Vacant parcel - SWC Metro Center and Shell Blvds.

2. 1010 Metro Center (OSH)

3. 1065 Hillsdale Century Plaza

4. Vintage park (former El Torito)

5. Mariner’s Point

6. State Lands

7. Edgewater Place

8. Sea Cloud II

9. Beach Park

10. 700 Lincoln Center

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OPPORTUNITY SITE 1
– VACANT PARCEL

SWC METRO CENTER

AND SHELL BLVDS
Address (APN): N/A (094-522-350)
Lot Size: 1.36 AC (59,242 SF)
General Plan Land Use: Town Center
Commercial
Zoning: C-2 (General Business District) /
PD (Planned Development Combining
District)
Owner: MPQ Foster City Metro Center
LLC (Min H. Qiu, single owner)
2025-26 Assessed Value
Land: $8,124,100
SITE

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OPPORTUNITY SITE #1 FINDINGS
 The vacant parcel at SWC of Shell and Metro Center Blvds. was identified as an opportunity site because it is a C-2 P/D zoned parcel that is located amidst retail, office, hotel and residential uses on Metro Center Blvd, a major eastwest road that has ingress and egress from Hwy 92 and is adjacent to the Visa office building, across from Costco.  In 2021, the owner obtained City approval for a hotel, but as a result of the pandemic, they were unable to get a financing commitment as hotel occupancy and room rates had not recovered and the entitlement has expired.

Hospitality demand has declined throughout the peninsula, challenging any near-term development opportunities.

Recommendations
 Given the need for housing outlined in the Housing Element, and the adjacent residential developments ranging from Cityhomes townhouses at 15 units per acre to Metro Senior Apartments at 60 units per acre. Kosmont believes the highest and best near-term use for this site is likely a high-density residential project, with some limited ground floor commercial use due to the substantial cost of acquisition.  The site could be used as interim Food Truck Park or Container Village.

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OPPORTUNITY SITE 2
– FMR. ORCHARD

SUPPLY HARDWARE
Address (APN): 1010 Metro Center Blvd.
(094-281-010)
Lot Size: 6.41 AC
Bldg. Size: 58,990 SF
General Plan Land Use: Town Center
Commercial
Zoning: C-2 (General Business District) /
PD (Planned Development District)
Owner: 1010 Metro LLC (Transpacific
Development Southwest)
2025-26 Assessed Value
Total AV: $17,035,000
SITE

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OPPORTUNITY SITE #2 FINDINGS
 The 1010 Metro Center Blvd. property was identified as an opportunity site because it is a commercially zoned 6- acre parcel with a 50,000 SF retail building (formerly Orchard Supply Hardware) that was closed in 2019.  The property was under a long-term lease with Lowe’s Corp. and therefore remained vacant as no sublease tenant could be found to pay an equivalent rent. The building is vacant; however, a Farmers’ Market operates every Saturday from 9 am to 1 pm in the parking lot.
 The site is 6.35 acres with frontage on both Metro Center Boulevard and Foster City Boulevard. Approximately 2 acres of the parcel is underneath PG&E high voltage electric power lines running along the west side of Foster City Blvd. This will limit development to about 4-acres.  The site is part of Housing Element sites inventory.
 Resolution No. 2022-138 adopted an amendment to the Town Center Commercial General Plan designation that allows FAR from .55 to 2.0.
 Ordinance 665 amended the General Development Plan for Metro Center, including 1010 Metro Center Blvd. and allows up to 222 housing units on the site.

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OPPORTUNITY SITE #2 RECOMMENDATIONS
 The site is one of the best located sites in the City with direct freeway access, as well as convenient access to services, transit, parks and civic amenities. Development of the site will not impact existing residential neighborhoods.
 The main entrance on Metro Center Boulevard is opposite the SR 92 eastbound on- and off-ramps. The site is bordered by the four-story Century Plaza office building and the one-story KinderCare building at 1006 Metro Center Boulevard. Also near the rear of the property is the eight-story Parkside Towers building.  Although the property has an existing building and improvements on the site, there is no current lease that would impede redevelopment. Given that it is very likely that the site will be redeveloped with a mix of commercial and residential uses.
 Kosmont believes the property is a prime commercial development site due to its location at the intersection of Foster City Blvd., Metro Center Blvd. and the Hwy 92 on/offramp ramp. It could accommodate 20,000 SF food hall and close to 200 residential units or 100% retail uses.

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Address (APN): 1065 E. Hillsdale Blvd.
(094-524-180)
Lot Size: 5.13 AC (223,463 SF)
Bldg. Size: 116,972 SF
General Plan Land Use: Town Center
Commercial
Zoning: C-2 (General Business District) / PD
(Planned Development Combining District)
Owner: DWF IV Century Plaza LLC
(Divco West Services, LLC)
2025-26 Assessed Value
Land: $23,436,083
Improvements: $24,103,000
Total AV: $47,759,000
OPPORTUNITY SITE 3

CENTURY PLAZA
OFFICE
SITE
Opp. Site #2 –
Fmr. Orchard
Supply Hardware
Foster City
City Hall

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OPPORTUNITY SITE #3 FINDINGS
 1065 E. Hillsdale Blvd. was identified as an opportunity site because it is 5.13-acre parcel with an existing 4- story office building zoned C-2/PD with a current high
vacancy rate of 90%.
 In 2022, the owner requested approval of conversion of up to 75% of the existing office building to Research & Development (R&D) (approximately 87,000 square feet
of the 115,629 square foot office building). Subsequently, the applicant also requested approval for an
approximately 5,200 square-foot, stand-alone outdoor
pavilion structure. However, the approved developments
were never implemented.
www.fostercity.org/420/1065-E-Hillsdale-Blvd-RestaurantRetail-P

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OPPORTUNITY SITE #3 RECOMMENDATIONS
 The General Plan Land Use Category for the Site, Town Center Commercial. It reads “the Town Center area is intended to serve as Foster City’s downtown core and allows for a mix of uses, including residential, commercial office, retail, service and compatible research and development (R&D).”  Kosmont envisions the broader area- including the new Community Center, Leo J Ryan, Foster Square, Civic Center, Century Plaza, Parkside Towers and Metro Center- as an “Integrated Downtown Village” as laid out in the General Plan.  The vision for the “Downtown Village”, is to strengthen connections among civic, recreational, residential, commercial and community destination.

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OPPORTUNITY SITE #3 RECOMMENDATIONS
Adaptive reuse of the office building into residential
 The conversion of existing office buildings to residential or mixed-use development has emerged as an important adaptive reuse strategy in areas experiencing office market vacancies and housing demand due to the region’s housing shortage. Many architectural firms specialize in converting office into residential.  The site is well positioned for adaptive reuse.
 It will support the City’s efforts to advance its RHNA goals.  Adaptive reuse could accommodate a ground-floor childcare facility to help address regional need; San Mateo County currently meets only about 73% of estimated demand for
licensed childcare, leaving nearly 9,000 children without space (source: www.smcgov.org) Example: 100 Van Ness in San Francisco– Office converted into 418 units Source: www. scb.com/project/100-van-ness/

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Chess Dr.

Address (APN): 388 Vintage Park Dr.
(094-901-270)
Lot Size: 2.20 AC (95,832 SF)
General Plan Land Use: Research/Office
Park
Zoning: C-M (Commercial Mix District) /
PD (Planned Development District)
Owner: W-SW 388 Owner IX LP
(Helios Real Estate Partners)
2025-26 Assessed Value
Total AV: $14,220,993
OPPORTUNITY SITE 4
– 388 VINTAGE PARK
DR.

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OPPORTUNITY SITE #4 FINDINGS
 388 Vintage Park was identified as an opportunity site. It is 2.2-acre site of a former El Torito. Ordinance 652 in 2022 approved the site from restaurant to R&D use (C-M/PD zoning). Owner has been unsuccessful in finding R&D tenant and the project remains unbuilt.
 The site is well located amidst a major concentration of retail (Bridgepointe, Home Depot etc.), two (2) hotels, and employment uses with easy access from residential area along the Vintage Park Drive entrance to Gilead campus, within walking distance for several thousand employees.  Kosmont believes this site is well suited for a 20,000 – 30,000 SF food hall/entertainment concept similar to those mentioned earlier. The City will need another rezoning to revert this to some form of retail uses.

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Address (APN): N/A (094-130-010)
Lot Size: 82.2 AC
General Plan Land Use: Research/Office
Park
Zoning: C-M (Commercial Mix District) /
PD (Planned Development District)
Owner: Estero Municipal Improvement
District
Lessee: V.B. Golf, LLC
2025-26 Assessed Value (EXEMPT)
Total AV: $0
E. 3rd Ave.

Island Blvd.Mariners
E. 3rd Ave.

OPPORTUNITY SITE 5
– MARINERS POINT
SITE

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OPPORTUNITY SITE #5 FINDINGS
 Mariner’s Point Golf Center was identified by many as an opportunity site given the sizeable acreage and bay frontage.  The property is owned by EMID and the current lease to V.B. Golf LLC was just extended through Dec. 2031. The base rent is $450,000 plus percentage rents yielding ~$850,000 annually, plus a 6% capital improvement reserve.

Kosmont believes that the City receives an excellent return on investment for asset, but there are additional opportunities that exist.
 The driving range has two levels offering food and beverage service opportunity similar to Top Golf. The range was recently expanded and is heavily utilized.
 Kosmont interviewed the manager who said the current facility is limited to serving groups of about 40 people and could benefit from additional event space and better bay views, though wind conditions present challenges for outdoor dining. The conversation also covered parking limitations with the course currently having about 210 stalls after recent additions, and the diverse customer base that includes local residents and visitors from throughout the Bay Area, particularly for night golf operations (only golf course on peninsula with lights).  Ironwoods Bar & Grill on the Presidio Golf Course is an example of food and beverage facility that could be done.

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OPPORTUNITY SITE #5 RECOMMENDATIONS
 Key Opportunity / Recommendation: Kosmont recommends upgrading the golf course and driving range facility to add commercial food service uses taking advantage of the Bay view. In order to accommodate the extra parking needed, there was a discussion focused on a state-owned parcel between the main and auxiliary driveways that could potentially be developed without wetlands concerns, though it would require trading with the State.  Expansion Potential: Discussed potential expansion opportunities at the property, including adding more parking and building a new clubhouse with a deck overlooking the Bay to accommodate larger functions beyond the current 40-person capacity limit.
 Operator Limitations: Lessee indicated they could fund construction of new facilities, but would need to bring in a professional operator for a restaurant or event space, as they lack expertise in food service operations.  Regulatory Requirements: Commercial development would require bringing in a professional operator through an RFP process.
 Professional Services Need: May want to hre an architect to design potential commercial concepts.  Parking: Work with State to obtain lease/easement to allow public parking on the state-owned land to the east of the Mariner’s Island Blvd. entranceway. Alternatively, the northern extension of Lakeside Drive across 3rd Ave provides parking opportunity near the driving range fence.

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Address (APN): N/A
(094-130-060, -070, -080, -100)
Total Lot Size: 36.7 AC , broken into three
areas by internal driveways accessing the
golf course
General Plan Land Use: Research/Office
Park
Zoning: C-M (Commercial Mix District) /
PD (Planned Development District)
Owner: City of Foster City (-070); State
Dept. of Transportation (-060); State of
CA Lands Commission (-080 and -100)
2025-26 Assessed Value (EXEMPT)
Total AV: $0
OPPORTUNITY SITE 6
– STATE LANDS
SITE
E. 3rd Ave.

Island Blvd.Mariners
E. 3rd Ave.

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OPPORTUNITY SITE #6 FINDINGS
 The State of California land was identified as an opportunity site because it is a +36-acre vacant site fronting on 3rd Avenue and providing three access roads to the Mariners Point Golf Center.  The site is zoned C-M/PD with General Plan designation for Research Office Park.  State has shown no interest in commercial development, but given it has allowed 3rd Ave. vehicle access and parking on three different roadways, requesting an easement for public parking on a small portion of the site seems possible.
 CalTrans indicated that they were holding the vacant property for mitigation during City discussions regarding Housing Element. Perhaps the City could find an alternative site that could be swapped with CalTrans.  Caltrans has a long history of transferring, relinquishing, or selling land to cities when the property is no longer needed for state highway purposes. These actions often support redevelopment, housing, civic centers, and transportation improvements.

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SITE
Address 901-999 Edgewater Blvd.

APN (094-541-070)
Lot Size: 8.24 AC (358,900 SF)
Bldg. Size: 111,809 SF
General Plan Land Use: Neighborhood
Commercial
Zoning: C-1 (Neighborhood Business
District) / PD (Planned Development)
Owner: Edgewater Holding Corp.
2025-26 Assessed Value
Land: $8,559,000
Improvements: $12,557,000
Total AV: $21,117,000
OPPORTUNITY SITE 7
– EDGEWATER PLACE

SHOPPING CENTER
Note: Parcels have recently been merged.

It is just one parcel now (094-541-070)
Edgewater Blvd.

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OPPORTUNITY SITE #7 FINDINGS
 Edgewater Place was identified by Council as opportunity site due to significant ~8.2-acre size and substantial vacant space with waterfront location zoned C-1/PD. This is the largest retail shopping center in the City, but it contains low sales tax generating uses due to Grocery store and many personal service businesses.  Kosmont interviewed management/leasing representatives to understand opportunities and challenges.  The property is located at intersection of Beach Park Blvd. and Edgewater Blvd, a street with access to several housing units south of the center, but no through traffic outside the City limits, presenting challenges to attracting significant commercial tenants.  As part of the outreach, Kosmont interviewed the property manager and real estate broker. Representatives discussed plans for a children's activity space that would include gymnastics and fall games aimed at keeping kids active rather than screen-dependent.

The Osaka store, which opened in December, is reported to be performing well on weekends. Proposals have been received for two dining spaces along the docks, one 3,700 SF and 4,000 SF, with discussions ongoing with potential restaurant tenants. They mentioned that Sana Cafe, a Yemeni coffee concept and Woodside Deli, a 50-year-old business, have signed leases and are under construction or obtaining permits.
 Management confirmed that residential development was previously considered, but rejected by the City a decade ago. However, the ownership remains interested in mixed-use development opportunities. Discussed challenges with neighborhood opposition to late-night activities and lighting at the center. (e.g., opposition to a proposed 24-foot monument sign to identify tenants.

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OPPORTUNITY SITE #7 RECOMMENDATIONS
 Kosmont believes there are several opportunities to be examined for Edgewater Place.  The center requires substantial landscape, hardscape, open space and building facade improvements to create an appealing / walkable ambience.
 Center may be too large to stay 100% commercial.
 Given its size, breadth of uses and waterfront location (with two boat docks), center could be a “downtown village” for Foster City residents. Kosmont has identified Edgewater Place as a downtown village as part of downtown core feasibility.
 To improve economic feasibility, the City could consider allowing a modest amount of medium density housing as a buffer to the south.

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SITE
Sea Cloud
Park
Address (APN): 100 Sea Cloud Dr.
(097-080-050)
Total Lot Size: 45.9 AC (2.0M SF);
Undeveloped Site Opportunity: ~22.4 AC
(~975,700 SF)
General Plan Land Use: Parks and
Recreation
Zoning: OSC (Open Space and
Conservation District)
Owner: City of Foster City
2025-26 Assessed Value (EXEMPT)
Land: $0
Improvements: $0
Total AV: $0
OPPORTUNITY SITE 8
– SEA CLOUD II

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OPPORTUNITY SITE #8 FINDINGS
 SeaCloud II was identified as a potential opportunity site as it is a 21-acre vacant parcel on the east edge of Sea Cloud Park, a 23-acre home to youth baseball and soccer fields and play apparatus. It is zoned Open Space and Conservation.  Once ecologically rich marshland, the site was filled with dredged material from the Foster City Lagoon and today includes areas of seasonal wetland supporting a mix of native and invasive vegetation, with protected bird species observed nesting. Despite its scenic value, the area is currently fenced off and inaccessible to the public. The site presents an opportunity to expand parkland, create new naturebased recreational experiences, and enhance wildlife habitat. Due to the potential presence of wetland and sensitive habitat areas, further study is needed to assess the site’s ecological constraints and recreational potential, as well as its suitability for future dredge disposal from the Foster City Lagoon, which is scheduled for upcoming maintenance.  The site is in a remote location with no apparent automobile access, surrounded by the Lagoon and Sea Cloud Park making commercial use problematic.
 The recently adopted Foster City Parks and Open Space Element, includes this for the site: “with further study, community visioning, and targeted improvements, it has the potential to become a valuable ecological resource and a recreation asset.”

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OPPORTUNITY SITE #8 RECOMMENDATIONS
 Given the need for more sports and recreation facilities in the City, Kosmont believes the site could be utilized for more sport fields including tennis and pickleball courts and perhaps a public swimming pool, freeing up land adjacent to the community center.
 Environmental assessment/remediation may be needed to permit active sports and assess the site’s ecological constraints and recreational potential, as well as its suitability for future dredge disposal from the Foster City Lagoon, which is scheduled for upcoming maintenance.

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Address (APN): 1601 Beach Park Blvd.
(094-211-550)
Lot Size: 1.31 AC (57,064 SF)
Bldg. Size: 6,572 SF
General Plan Land Use: Two Family
Residential
Zoning: R-2 (Two Family Residence District)
/ PD (Planned Development Combining
District)
Owner: 1601 Beach Park LLC
(G. H. Dababo [agent])
2025-26 Assessed Value
Land: $960,605
Improvements: $960,605
Total AV: $1,921,210
OPPORTUNITY SITE 9
– 1601 BEACH PARK
BLVD.

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OPPORTUNITY SITE #9 FINDINGS
 1601 Beach Park Blvd. was identified as an opportunity site because it is 1.3-acre former church site with R-2/PD two-family residential (duplex) zoning that allows 10 units per acre. Owner tried to obtained approval for ~30- unit townhome project several years ago, but City reportedly would not allow more than 16 housing units.  The site is located amidst single family housing, but with frontage on the SF Bay Trail  Beach Park Plaza shopping center is located nearby and is 100% occupied with a concentration of retail / restaurant and service businesses.
 Given the Housing Element designation as a housing site, Kosmont believes there is limited market opportunity for mixed-use with 5,000 SF of neighborhood commercial and up to 20 3-story townhomes.  Townhome development is the most appropriate use as it help the City meet its Regional Housing Needs Allocation (“RHNA”) by adding moderate-density housing in infill areas.  Townhomes represent a more attainable homeownership option compared with single-family homes.  Townhomes increase housing supply without high-rise development, maintaining neighborhood character.  Townhome densities typically range from 14–20 dwelling units per acre, aligning well with the physical characteristics and size of the site.

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KOSMONT COMPANIES | 82
Address (APN): 700 Lincoln Centre Dr.
(094-532-420)
Lot Size: 5.34 AC (232,610 SF)
General Plan Land Use: Research/Office
Park
Zoning: C-M (Commercial Mix District) /
PD (Planned Development District)
Owner: BMR Lincoln Centre II LP
(BioMed Realty)
2025-26 Assessed Value
Land: $37,147,000
Improvements: $12,180,000
Total AV: $49,327,000
OPPORTUNITY SITE 10
– 700 LINCOLN
CENTRE DR.

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KOSMONT COMPANIES | 83
OPPORTUNITY SITE #10 FINDINGS
 The vacant Lincoln Center parcel was identified by City as potential commercial opportunity site due to the large vacant land area with necessary infrastructure located within a commercial district.  Kosmont observed that the vacant parcel has poor visibility and no direct access from a major thoroughfare (e.g., 3rd Ave.).
 Kosmont interviewed the property owner BioMed Realty and found that they have invested substantial dollars to design and entitle a new mid-rise R&D research building to complete the campus. BioMed sees strong demand for additional R&D tenancy.
 Given the massive investment ownership has in this R&D campus, Kosmont does not believe the City should consider retail/entertainment uses on the site.

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KOSMONT COMPANIES | 84

OTHER OPPORTUNITY SITES
Based on stakeholder and community input, Kosmont looked at three other sites:
 Triton Plaza is a recent high density residential over commercial project with minimal small scale retail spaces occupied. Due to lack of through traffic and an anchor tenant, the City should work with owners to find alternative uses (e.g., live/work) for the vacant ground floor spaces.  Metro Center is Safeway anchored neighborhood center with several large office buildings with a large surface parking lot fronting on Leo J Ryan Park and Lagoon. Unfortunately, the site is under multiple leasehold holders, including Safeway and CVS drug, with reciprocal easements that makes redevelopment very difficult.  There are several large low density apartment projects along the Lagoon that are over 50 years old. Given the importance of greater utilization of the waterfront, the new community Center and the significant value of residential development in Foster City, several major stakeholders suggested that redevelopment of these facilities as medium density mixed use residential and commercial could be catalyst for a “downtown core”. For example, Harbor Cove Apts which the Housing Element lists as possible new housing with the max density of 35 units per acre, with existing use at 26 per acre. If City would consider 60 units per acre higher density along waterfront, it could also accommodate commercial uses.

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KOSMONT COMPANIES | 85
WHAT NEXT?
2301 Rosecrans Ave., Suite 4140
El Segundo, CA 90245
TEL: 424-297-1070 | URL: www.kosmont.com
 Opportunity Sites - Council feedback / direction
 Draft Real Estate Economic Market Analysis (tentative Sept 2026)

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DATE: July 20, 2026
TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
Sofia Mangalam, Deputy City Manager
FROM: Thai-Chau Le, Interim Community Development Director

DEPARTMENT: Community Development
SUBJECT: UPDATE ON HOUSING ELEMENT 2023-2031 PROGRAM H-D-2-

A POTENTIAL RE-USE OF COMMERCIAL SITES

RECOMMENDATION
It is recommended that the City Council, by Minute Order, receive and accept an update on the Housing Element 2023-2031 Program H-D-2-a, Potential Re-Use of Commercial Sites.

EXECUTIVE SUMMARY
The City’s Housing Element includes implementation programs with established timeframes. Housing Element Program H-D-2-a, Potential Re-Use of Commercial Sites (“Program”), among other provisions, requires the City to re-evaluate the land use designation of neighborhood shopping centers and other commercial sites on a biannual basis, beginning in 2026.

This staff report presents an update on the Program by evaluating the City’s commercial retail, office and hotel areas using the findings from Update #1 of the Real Estate Economic Market Analysis prepared by Kosmont Companies, the City’s real estate and economic consultant.

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BACKGROUND
The Housing Element is an integral part of the Foster City General Plan that identifies the community’s housing needs, states the community’s goals and objectives regarding housing production, rehabilitation, preservation, and conservation to meet those needs, and defines the policies and programs. The chapter containing Housing Goals, Policies, and Programs forms the housing policy roadmap for the city and describes the implementation measures that the city needs to undertake in the planning period 2023-

31. The Housing Element Programs include the City’s commitment to timeframes for implementation. The Annual Progress Report (APR), a report on progress in implementing these programs, is sent to the California Department of Housing and Community Development (HCD) and the Governor’s Office of Land Use and Planning (LCI) by April 1 of each year. On February 19, 2026, the Planning Commission approved Resolution No.

P-01-26 recommending the City Council’s acceptance of the APR for 2025. On March 2, 2026, the City Council, by Minute Order, received and accepted the 2025 APR.

The Housing Element Program relevant to this staff report is:

H-D-2-a Potential Re-Use of Commercial Sites. The City will reevaluate the land use
designations for the City's neighborhood shopping centers or other commercial sites biannually beginning in 2026 or 1) if approvals of a development trigger the “no net loss” requirements; 2) if the owner initiates redevelopment of a commercial site, or 3) any of the commercial activities become not viable. If residential or mixeduse developments are considered, criteria for determining the appropriate housing types include:
(1) The type of street (major, collector, etc.) which would provide access to the site and levels of service on the street in the morning and afternoon peak hours. (2) Availability of public services and facilities such as infrastructure (water, sewer, etc.), school capacity, parks and open space.
(3) The ability of the project to provide landscaping for parking areas, facade modulation orientation of buildings which would ensure privacy for, and minimize impacts on, and adjacent single-family homes, and reduce the perception of density in a multi-family project.
(4) Potential to provide housing for employees.
(5) The ability of the project to provide neighborhood serving commercial uses. (6) Potential to provide waterfront amenities and/or waterfront commercial uses. (7) Maintaining a Sites Inventory that can accommodate the RHNA.

Responsible Agency: Community Development Department, Planning Commission, City Council
Timeframe: Rezone 1010 Metro Center Boulevard by December 2023; Biannual review and report to Planning Commission and City Council with first report and

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adoption of accompanying general plan amendments and/or zoning actions by July 2026, or sooner if circumstances require as outlined above.

Performance Metric(s): Change zoning designation on 1010 Metro Center Boulevard to allow redevelopment with mixed use to achieve at least minimum capacity of 111 units by December 2023. Proactively reach out to at least two commercial site owners per year to discuss options to add or redevelop with housing
Funding Source: General Plan Maintenance Fund
Geographic Targeting: Promote programs to expand housing choices adjacent to single-family areas.

Program contains multiple implementation provisions addressing the potential reuse of commercial sites. Since the adoption of the Housing Element, staff has taken action to implement several of these provisions, including rezoning of 1010 Metro Center Blvd to allow mixed use and conducting proactive annual outreach to at least two (2) commercial property owners to discuss opportunities for the addition of housing or redevelopment with housing.

The Program also requires the City to re-evaluate the land use designations of neighborhood shopping centers and other commercial sites on a biannual basis beginning in 2026. This staff report presents an update on the Program, including evaluation of the City’s commercial retail, office and hotel areas. Staff is also presenting the update to the Planning Commission on July 16, 2026, in accordance with the Program requirements.

Housing Element 2023-2031 Program H-D-2-a
As noted above, the intent of the Program is to give the City an opportunity to evaluate the viability of existing commercial sites for commercial uses and whether some may be appropriate for residential or mixed-use development during the full implementation period of Housing Element Cycle 6. The Program establishes an ongoing process of site evaluation, property owner outreach, and periodic review by the Planning Commission and City Council, with General Plan amendments and rezoning actions, if applicable.

The Program is multi-fold and the following actions are required:

1. Reevaluate the land use designations for City’s neighborhood shopping centers or other commercial sites biannually beginning in 2026 and when the conditions below are applicable:
a. if approvals of a development trigger the “no net loss” requirements; or b. if the owner initiates redevelopment of a commercial site; or c. if any of the commercial activities become not viable.

2. If residential or mixed-use developments are considered, use the criteria for determining the appropriate housing type for the subject site.

3. Rezone 1010 Metro Center Boulevard by December 2023. Specifically, the requirement is to change zoning designation on 1010 Metro Center Boulevard to

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allow redevelopment with mixed use to achieve at least minimum capacity of 111 units.

4. Proactively reach out to at least two commercial site owners per year to discuss options to add or redevelop with housing.

It shall be noted that the Program does not require automatic redesignation or rezoning of commercial sites, rather, it calls for reevaluations and then implementation actions where supported.

As noted earlier, staff has taken action to implement certain provisions of the Program.

For more details, please refer to the complete APRs:
 2023: APR reported and approved by City Council on March 4, 2024.  2024: APR reported and approved by City Council on March 17, 2025.  2025: APR reported and approved by City Council on March 2, 2026.

This report focuses on reevaluating the land use designations of the neighborhood shopping centers and other commercial sites to analyze ongoing commercial viability (Item 1.c noted above). Staff has used the General Plan Land Use Category and Municipal Code Zoning Districts to identify numerous commercial sites in Foster City (refer to Table 1 and Commercial and Industrial Uses in the figure below). Please refer to Attachment 1 for a detailed explanation of the various land use categories and zoning districts.

As previously stated, the overarching goal of the Program is to encourage housing as part of new developments or redevelopments. Specifically, the Program aims to reevaluate land use designations of existing neighborhood shopping centers or other commercial sites to consider if future redevelopment could be paired with housing opportunities.

Therefore, this report focuses on the evaluation of the Commercial Retail, Commercial Office, and Commercial Hotel categories noted above.

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Fig. 1 Map of Commercial and Industrial Uses in the City (prepared by staff) It should also be noted that standards for what is to be considered “not viable commercial” were not established in the Housing Element. For the purpose of this report, staff relied on the analysis prepared by Kosmont.

Table 1. Commercial Uses, General Plan Designations and Zoning Districts Site
#
Existing
Conditions
Descriptions
General Plan
Land Use
Category
Designation
Zoning District Current Type of Non-Residential Use
Commercial Retail
1 Edgewater Shopping
Center
Neighborhood
Commercial
C-2/PD
(General
Business/Planned
Development)
Neighborhood Shopping Center
2 Metro Center (the
Marketplace)
Town Center
Commercial C-2/PD Neighborhood Shopping Center
3 Beach Park Plaza Neighborhood
Commercial
C-1
(Neighborhood
Business District)
Neighborhood Shopping Center

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4 Marlin Cove Neighborhood
Commercial
C-M/PD
(Commercial
Mix/Planned
Development)
Neighborhood Shopping Center
5 Costco Town Center
Commercial C-2/PD Specialty Commercial Center
6 Beach Park and E.

Hillsdale Blvd
Services:
1241, 1261, 1285,
1289, 1291 E.

Hillsdale Blvd
1970, 1950, 1940,
1998 Beach Park
Service
Commercial
C-O (Commercial
Office) and CM/PD
Other – Medical, daycares, schools,
and other general commercial retail
services
7 880 E Hillsdale Blvd Service
Commercial
C-A (Commercial
Automobile
Repair and
Service)
Other – Gas station
9 Triton Area Service
Commercial C-M/PD and C-A Other – Mixed
10 Foster Square Civic Center
Mixed Use C-M/PD/SHO Other – Mixed
15 1010 Metro Center
(former OSH)
Town Center
Commercial C-2/PD Other – Vacant
21 1221 E. Hillsdale Service
Commercial C-M/PD Industrial – Storage
25 Metro and Shell
Retail
Town Center
Commercial C-2/PD Other – Mixed retail
26 Chess Commercial Research/Office
Park C-M/PD Other – Mixed retail
Commercial Office
8 Metro Center
(General)
Town Center
Commercial C-2/PD Other – Office
12 Parkside Tower,
Century Plaza
Town Center
Commercial C-2/PD Other – Office, R&D
Commercial Hotel
23 Hotel (vacant) Town Center
Commercial C-2/PD Hotel (no development)
24 Courtyard by
Marriott Hotel
Town Center
Commercial C-2/PD Hotel
27 TownePlace Suites
by Marriott
Research/Office
Park C-M/PD Hotel

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28 Crowne Plaza Hotel Research/Office
Park C-M/PD Hotel
R&D (Not part of this report)
11 Gilead Integrated
Campus
Research/Office
Park C-M/PD Other – Mixed, office and R&D
16 Bayside Tower Research/Office
Park C-M/PD R&D
17 Lincoln Area Research/Office
Park C-M/PD R&D
18 Chess-Hatch Gilead
Expanded Campus
Chess/Hatch
Office Research C-M/PD R&D
Industrial (Not part of this report)
19 Hatch and Chess
Industrial areas (1) Light Industrial
M-1/PD (Light
Industrial/Planned
Development)
Industrial
20 Hatch and Chess
Industrial areas (2)
Research/Office
Park C-M/PD Industrial, R&D
Other (Not part of this report)
13 Gateway Drive Town Center
Commercial C-2/PD Other – Parking Lot
14 Golf Course Research/Office
Park C-M/PD Other – Recreation
22 Beach Park
Recreational Space
Waterfront
Commercial N/A Other – Recreation commercial
2026 Real Estate Economic Market Analysis by Kosmont
On September 22, 2025, the City of Foster City initiated a Request for Proposals (RFP) to conduct a Citywide Real Estate Economic Market Analysis (“Market Analysis”) to provide the City with a clear, data-driven understanding of current and emerging real estate and economic conditions in response to changing market dynamics, evolving demographic trends, and long-term development pressures. The scope of the Analysis includes five (5) main components:

1. Citywide Real Estate Economic Market Assessment

2. Population and Psychographic Analysis

3. Identify Future Economic Development Needs

4. City Council Engagement and Review Process

5. Stakeholder and Community Engagement

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One of the tasks is to identify underutilized parcels, and research commercial and residential land values to inform assessment of redevelopment potential.

On April 20, 2026, the City Council by Minute Order, received and accepted Update #1, including Citywide Real Estate Economic Market Assessment and Population and Psychographic Analysis.

The information and data received from the Market Analysis were used in this report to assist with determining viability of certain sites in the City for the purpose of the Program.

Refer to Attachment 2 for the complete Update #1 presented by Kosmont.

ANALYSIS
Review of Commercial Retail Sites
Per Kosmont, Foster City currently claims a total inventory of approximately 616,827 square feet (SF) of leasable retail space (see page 38 of Attachment 2).

Out of this, approximately 297,700 SF of the City’s retail area falls within a shopping center (84% of which is in a neighborhood center, while 16% are strip centers). Out of the commercial areas identified above in Table 1, about seven (7) sites have primary retail components within the commercial sites. These sites are:
 Edgewater Place Shopping Center
 Metro Center
 Beach Park Plaza
 Marlin Cove
 Triton
 Foster Square
 Costco
Kosmont used a variety of indicators to evaluate the health of commercial retail sites in Foster City, including:
 Vacancy Rate: Vacancy Rate is the percentage of a shopping center’s leasable retail space that is vacant and available for occupancy. It is one of the most useful indicators of shopping center performance. Generally, sustained low vacancy indicates strong tenant demand and commercial viability while persistent vacancy indicates leasing challenges and changing market conditions.

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Kosmont reviewed Foster City’s retail market over the years (page 40 of Attachment 2) and also compared it with a sub-market (3-mile radius) and San Mateo County (page 39-40 Attachment 2).

Per Kosmont, Foster City’s retail vacancy rate of 17% is higher compared to the submarket which is at 7.9% and the County at 4.8%. The retail market history for Foster City from 2013-2025 shows that the retail vacancy rate jumped from 13.7% in 2019 to around 16–18% from 2020 onward and has dipped to 17% in 2025, supported by positive net absorption.

It should be noted that the inventory for retail in the City is dependent on only a few sites. If a large site like the former Orchard Supply store were to be filled, it would bring the vacancy rate down to 7%.
 Market Asking Rent Per Square Foot (PSF): Market asking rent PSF is the rental rate at which available commercial space is being offered to tenants based on per-square-foot basis. It is an indicator of landlords’ pricing expectations and prevailing market conditions.

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Foster City’s reported asking rent of $41.63 PSF is higher than both the submarket rate of $38.43 PSF and broader County rate of $38.57 PSF (page 39 Attachment 2). Kosmont noted that retail rents are high.
 Annual Sales Tax Revenue: Annual sales tax revenue represents the amount of sales tax generated over a one-year period from taxable transactions or sales activity.

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Kosmont included the following findings for various shopping centers in the City (page 81, Attachment 2):
o Foster Square retail has seen most growth due to its slow lease up after completion in 2020.
o Metro Center also showed solid growth in taxable sales (up 42%). o The data shows that Marlin Cove and Edgewater have very low taxable sales due to grocery anchors and personal services.
o Triton shows extremely high sales typically associated with fast food / drive thru establishments.
o The other centers showed minimal growth over the period Additionally, Kosmont noted that Citywide retail sales have grown 20% (e.g. 4% per year keeping up with inflation) between the period of 2016-2024 (see Page 80 of Attachment 2).
 Taxable Sales PSF: Taxable sales PSF measures how much taxable sales activity is generated relative to the size of retail space. A higher taxable sales PSF generally indicates stronger sales productivity. However, it should be noted that only a portion of grocery sales are taxable and personal services are non-taxable.

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Kosmont included the following findings pertaining to 2025 Taxable Sales PSF (page 82, Attachment 2):
 Marlin Cove and Edgewater have very low taxable sales due to grocery anchors and personal service tenants, while Triton shows extremely high sales typically associated with fast food / drive thru establishments.  Visitation Trends: Kosmont utilized Placer.ai, a mobility data provider that tracks daily movement via anonymized mobile app data, to analyze resident and visitor spending/travel patterns for the past seven (7) years.

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Table 2. Kosmont's Visitation Trends Data
Note: 1. Safeway located within The Marketplace at Metro Center; 2. Osaka Marketplace located within Edgewater Place.

Osaka Marketplace replaced Lucky Supermarket in Dec. 2025; and 3. 99 Ranch Market located within Marlin Cove  Kosmont noted that Metro Center, Costco and Edgewater Place generate substantial visitation and attract a significant number of out-of-market visitors.
 Almost 400,000 unique non-Foster City residents visited Costco and Metro Center in the past 12 mos.

Review of Commercial Office Sites
Per Kosmont, Foster City currently includes a total inventory of approximately 4,124,000 square feet of office space. For evaluation of office commercial areas, Kosmont used market asking rent PSF and vacancy rate.
 Vacancy Rate:

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Kosmont included the following finding pertaining to Office Commercial Area:
o Foster City’s Q4 2025 office vacancy rate at 15.2% is lower compared to the submarket which is at 20.2% and the County at 18.2% (page 42, Attachment 2).
o The office market was affected by the pandemic with vacancy increasing to approximately 15%, but much lower than neighboring areas (page 7, Attachment 2).

Staff would like to note that there has been substantial leasing activity in 2025-2026 and these new commitments are expected to further reduce the vacancy rate going forward.

Kosmont provided a detailed inventory of office buildings and their respective vacancy rates. Within that inventory, two (2) buildings exhibit high vacancy levels, including 1065 E Hillsdale (90% vacancy) and 101 Lincoln Center (95.2%). Staff researched further and finds that the circumstances of the two (2) properties differ.  101 Lincoln Center recently became vacant, and the owner has submitted an application for site modifications/updates.
 1065 E Hillsdale has experienced vacancy challenges for several years (further information provided below).
1065 E. Hillsdale Blvd
On December 9, 2021, Divco West, submitted a General Development Plan (GDP) amendment (RZ2021-0006) and associated Use Permit (UP2021-0043) application to allow the conversion of up to 75% of the existing office building to Research & Development (R&D) (approximately 87,000 square feet of the 115,629 square foot office

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building) at Century Plaza located at 1065 E. Hillsdale Boulevard. As part of the submittal, a narrative from property management was provided indicating that the existing office site had a chronic vacancy issue. The staff report also noted that, “Century Plaza is only 67% leased and since 2014 has averaged an 83% occupancy rate.” The applicant requested a GDP amendment to allow flexibility to convert some of the office space to compatible R&D.

Subsequently, GDP and Use Permit requests were approved by the City. Furthermore, in 2022, the applicant also proposed a GDP amendment and Use Permit request to allow a new, approximately 5,200 square-foot, stand-alone outdoor pavilion structure featuring restaurant/retail tenant spaces, outdoor seating, and restrooms, primarily as an ancillary amenity to the existing Century Plaza office use, and removal of 27 parking stalls.

The project received the required approvals for both the R&D and outdoor pavilion structure; however, the approved developments were never implemented. There is currently a Building Permit application for the outdoor pavilion, but the Use Permit approval for conversion of office to R&D is no longer valid.

Land Use Designation
The General Plan Land Use Category for the 1065 E Hillsdale Blvd site is Town Center Commercial (last updated through Resolution No. 2022-138 on December 5, 2022). The planned uses under this designation in the General Plan are:

This designation is reserved for the area located northwest of East Hillsdale Boulevard, bounded by Foster City Boulevard to the north and State Route 92 to the west. The area includes a 100 -acre development known as Metro Center, in addition to Parkside Towers and other office developments. The Town Center area is intended to serve as Foster City’s downtown core and allows for a mix of uses, including residential, commercial office, retail, service and compatible research and development (R&D). R&D uses are considered compatible with this designation if project design (i.e., site planning, architecture, and landscape architecture) is consistent with nearby uses and functional or operational characteristics of a hazardous or nuisance nature can be mitigated or reduced to an acceptable level through design control. Generally, R&D covers facilities for industrial, scientific, or technological research, product design, prototype production, development, and testing. The highest intensity uses in the City would be allowed, with Floor Area Ratios (FAR) for office/R&D developments ranging from .55 to 2.0 FAR. Town Center office developments located outside Metro Center, have lower FARs which range from 0.18 to 1.5 FAR. Residential developments range from Cityhomes townhouses at 15 units per acre to Metro Senior Apartments at 60 units per acre.

Staff Comments: Based on the General Plan land use designation described above, the current General Plan land use designation allows for residential among other allowable uses.

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Zoning
The subject site is located within the General Business/Planned Development (C-2/PD) zoning district, which, as described in the City’s Municipal Code, allows as permitted uses retail stores and service establishments that supply commodities or provide services primarily to meet the needs of residents of the community. The permitted uses on the subject site were approved as part of the GDP approved via Ordinance No. 662, which state the following:

The C-2/PD (General Business/Planned Development) zoning of the 5.135-acre parcel at the northwest corner of Foster City Boulevard and 1065 East Hillsdale Boulevard (APN 094-512-080) is herewith limited and specified to allow development of 115,436 sq. ft. gross floor area) of four-story commercial office use, with the option of up to approximately 87,000 sq.ft. of the 115,436 sq. ft. (gross floor area) to be Research and Development (R&D), and/or office uses on floors one (1) through four (4) at the Century Plaza with 5,200 sq. ft. (gross floor area) of singlestory restaurant/retail tenant spaces with 327 parking spaces all in accordance with the plans on file in the Planning Division of the Community Development Department.

Staff Comments: At its current state, the C-2/PD Zoning District permits office uses, with the portion of that space to be R&D, and a restaurant/retail tenant space. Uses for residential or residential mixed-use would require an amendment to GDP.

Review of Commercial Hotel Sites
Foster City has three (3) hotels totaling 621 rooms, including Crowne Plaza at 1221 Chess Drive, Courtyard by Marriott at 550 Shell Blvd, and TownePlace Suites by Marriott at 1299 Chess Drive.

For the hotel market, Kosmont included demand analysis in a 3-mile radius for years 2018- 2026, including various indicators such as average occupancy, average daily rate (ADR), annual supply of room nights, change in occupied room nights, revenue per available room (RevPAR) and change in RevPAR.
 Average occupancy is percentage of available room nights that were sold and this indicates how much of the existing hotel supply is being absorbed by demand.  ADR is average room revenue earned per occupied room and it indicates what guests/patrons are paying for occupied rooms.
 Annual supply of room nights is total number of room nights available for sale during the year and it measures the overall capacity of the hotel market.  Change in occupied room nights in increase or decrease in the number of room nights actually sold and it shows whether the underlying demand is growing or declining.
 RevPAR is room revenue generated per available room, whether occupied or not.

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 Change in RevPAR is percentage increase or decrease in RevPAR overtime and it shows whether overall hotel revenue performance is strengthening or weakening.

Kosmont included the following findings pertaining to the Hospitality sector (pages 54-59, Attachment 2):
 Within a 3-mile radius from Foster City Hall, there are a total of 18 existing operational hotels, 14 of which are chain or franchise hotels (totaling 2,446 rooms) and 4 are independently operated (totaling 149 rooms). The total number of rooms within a 3-mile radius is 2,595 rooms. There are three hotels with 621 rooms in the City.
 94% of rooms within the 3-mile radius fall within chain/franchise hotels (2,446 rooms in 14 hotels), while 6% are within hotels that operate independently (149 rooms in six hotels). Of the total 2,595 rooms in the radius, 14% are economy class (377 rooms), 10% midscale (259 rooms), 12% upper midscale (302 rooms), 48% upscale (1,236 rooms), and 16% upper upscale (421 rooms). There are no luxury hotels currently operating in this submarket.
 ADR and occupancy remain significantly below pre-Covid levels, indicating challenges to new hotel development
 Hotel market within a 3-mile radius has not fully recovered from pandemic-related declines in occupancy and average daily room rates (ADR), making new development challenging. However, current hotels in the City have exceeded prepandemic performance levels (page 7, Attachment 2).

Based on Kosmont’s finding that a new hotel development in the City may be challenging, staff would like to note the vacant site at the corner of Shell Blvd and Metro Center Blvd, which was approved for a hotel in 2022 (further information below).

Vacant Site at the corner of Shell Blvd and Metro Center Blvd (#23 in Table 1 above)

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This vacant and undeveloped parcel located at the corner of Shell Blvd and Metro Center Blvd (Site #23 in Table 1 above) was approved for a new, approximately 83,187 squarefoot, seven (7)-story, limited-service (business-oriented) hotel in 2021. However, the applicant was unable to get a financing commitment and the Use Permit for the site has expired.

Land Use Designation
Similar to the 1065 E. Hillsdale Blvd site, the General Plan Land Use Category is Town Center Commercial which allows for a mix of stores, restaurants, offices, hotels, housing, compatible R&D, and civic uses in a walkable, mixed-use environment.

Staff Comments: Based on the General Plan land use designation described above, the current General Plan land use designation allows for residential among other allowable uses.

Zoning
The vacant site is zoned C-2/PD and is located within the 100-acre Metro Center General Development Plan (GDP). The site was rezoned in 2021 under Ordinance No. 637 to amend the Metro Center GDP to allow development of a hotel. Subsequently, the Metro Center GDP was amended under the Ordinance No. 665 within the broader Metro Center while continuing to designate the subject site for hotel use.

At its current state, the zoning district only allows hotel use for the specific site.

Staff Comments: A residential or residential mixed-use use would require an amendment to GDP.

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This report fulfills the first biannual review required under the Housing Element Program H-D-2-a by evaluating the City’s commercial retail, office, and hotel areas. As part of the Housing Element’s mid-cycle review (required per Housing Element Program H-D-1- a), staff will include the 1065 E. Hillsdale Blvd site and the vacant hotel site at Shell Blvd and Metro Center Blvd for continued evaluation to determine whether future land use and zoning amendments may be appropriate.

California Environmental Quality Act
This action is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) (general rule for projects that have no direct or reasonably foreseeably indirect physical change to the environment).

FISCAL IMPACT
There is no fiscal impact associated with receiving this informational update.

CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Smart Planning, Development, and the Local Economy
ATTACHMENTS:

Attachment 1 – General Plan Land Use Category and Zoning District Background Attachment 2 – Draft Real Estate Economic Market Analysis - Data

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Land Use Designations Background – General Plan and Zoning Districts 2016 General Plan
A City’s General Plan is a comprehensive, long-term blueprint for various goals, policies, and programs of the City. Pursuant to CA Government Code Section 65302, every city and county must adopt a comprehensive, long-term General Plan with seven mandatory elements, including a Land Use Element.. In Foster City, the combined Land Use and Circulation Element (“LUC Element”) was updated in 2016. The City of Foster City’s 2016 Land Use and Circulation Element of the City’s General Plan focus on past, present and future development issues affecting Foster City. The General Plan includes both general descriptions of land use patterns and land use categories. Land use patterns are descriptions of where general neighborhood commercial and mixed uses currently exist and where development, anticipated at the time of General Plan adoption (2016), will be. General Plan Land Use Categories (“GP Land Use Category”) are generalized groupings of land uses and titles that define a predominant land use type. GP Land Use Categories (mapped in 3.4 of the Land Use Element) are the land use designations for properties in the City and have defined density within each category and restrictions on what is allowed under the General Plan.

Land Use Patterns
Based on the General Plan, commercial and industrial uses make up approximately 16% of the land use patterns within the City. Neighborhood Commercial and Mixed-Use patterns are generally where Pilgrim Triton, Foster Square, Miramar Apartments, and Marlin Cove apartments are located. Office Commercial land use patterns are generally located in the Metro Center 100- acre area and along East Hillsdale Boulevard. Light industrial and Research and Development (R&D) land uses are generally concentrated on the north side of State Route 92 with three distinct major areas in the Hatch Drive/Chess Drive, Lincoln Centre, and Vintage Park. While compatible R&D options were approved through Resolution 2022-138 for Town Center Commercial Land Use Category designation, the land use patterns and description of commercial and industrial uses, generally, remain relatively unchanged since the 2016 LUC Element was adopted. Detailed descriptions of the land use patterns are available in the Land Use Category in the General Plan LUC Element on pages 3-10 through 3-16.

GP Land Use Categories
Under the Land Use Categories, non-residential and non-public services (i.e., government facilities and parks) are generally in one of the following categories: Town Center Commercial, Neighborhood Commercial, Service Commercial, Waterfront Commercial, Light Industrial, Research/Office Park (ROP), and Chess/Hatch Office Research. Below is a short summary of what each Land Use Category allows:
• Town Center Commercial: The language to this designation was updated in 2022 through Resolution No. 2022-138. This designation is reserved for the area located northwest of East Hillsdale Boulevard, bounded by Foster City Boulevard to the north and State Route 92 to the west. The area includes a 100 -acre development known as Metro Center, in addition to Parkside Towers and other office developments. The Town Center area is intended to serve as Foster City’s downtown core and allows for a mix of uses, including residential, commercial office, retail, service and compatible research and development (R&D). R&D uses are considered compatible with this designation if project design (i.e., site planning, architecture, and landscape architecture) is consistent with nearby uses and functional or operational characteristics of a hazardous or nuisance nature can be mitigated or reduced to an acceptable level through design control.

6.3 Attachment 1 - General Plan Land Use Category and Definition 863
Land Use Designations Background – General Plan and Zoning Districts Generally, R&D covers facilities for industrial, scientific, or technological research, product design, prototype production, development, and testing. The highest intensity uses in the City would be allowed, with Floor Area Ratios (FAR) for office/R&D developments ranging from .55 to 2.0 FAR. Town Center office developments located outside Metro Center, have lower FARs which range from 0.18 to 1.5 FAR. Residential developments range from Cityhomes townhouses at 15 units per acre to Metro Senior Apartments at 60 units per acre.
• Neighborhood Commercial: Reserved for small neighborhood convenience shopping centers whose primary focus is servicing the immediate neighborhood. Although uses allowed in the centers are mostly limited to neighborhood serving uses, a percentage of the floor area of each center may be occupied by uses which are community serving in nature. In addition, the City will allow housing or a mix of housing and commercial development at specifically designated “housing opportunity sites”, consistent with Housing Element Policies. FARs of neighborhood commercial centers generally range between .20 and .30 FAR.
• Service Commercial: Includes a mix of uses providing general services. The area bounded by Foster City Boulevard, East Hillsdale Boulevard, and State Route 92 is designated Service Commercial and contains a mix of research and development firms, storage and professional offices. Also located in this area are food establishments, including several fast food restaurants, and a community theatre (Hillbarn). Land use intensities vary greatly in this area, from relatively low FAR of .03 to .12 FAR for restaurant and gas station uses, to higher intensity office developments with FAR’s ranging from .20 to .98 FAR (although most developments fall in the lower end, .20 to .40 FAR, of this range).
• Waterfront Commercial: This designation allows only for commercial development which is directly related to, and enhances the public use of, the waterfront without damaging environmental effects. Appropriate commercial uses would avoid impacting wetlands and could include restaurants, commercial recreation, marine-related retail and offices and marina berths. The site could also be used to expand the wetland areas in order to provide mitigation for off- site projects. At the present time, only the proposed Foster City Marina site is designated for waterfront commercial uses.
• Light Industrial: Includes wholesale facilities, storage warehouses and the manufacturing, processing, repairing, or packaging of goods. Emission of fumes, noise, smoke or other pollutants or nuisances are strictly controlled. A limited amount of general office use is acceptable in this area provided the uses meet the requirements established for the M-1 (Light Industrial) zoning district. The M-1 zoning district is proposed to be amended to allow general office uses part of this element. FARs for developments in the industrial area range from .20 to .60 FAR.
• Research/Office Park (ROP): Areas with this designation contain office, research and development, and manufacturing establishments whose operations are clean and quiet.

Mixed-use projects which include some retail and residential uses in addition to office and research uses may, under certain conditions, be considered compatible with this designation. Such conditions include compatibility of uses and project design (land planning, architecture, etc.). Vintage Park, the Lincoln Centre area, the Mariners Golf site and the Bayside Towers development are all designated for Research/Office Park use.

The intensity of development varies, with FARs generally ranging from .30 along Foster City Boulevard, to .44 for Bayside Towers to a campuswide average of .79 for the Gilead Campus within Vintage Park. The intensity of development for the vacant Vintage Park sites is anticipated to have an FAR up to 1.0.

6.3 Attachment 1 - General Plan Land Use Category and Definition 864
Land Use Designations Background – General Plan and Zoning Districts • Chess/Hatch Office Research: Areas with this designation allow commercial, office, industrial, biotechnology and other such compatible uses, including vehicle parking in both parking structures and at-grade parking lots on the project site. Incompatible uses such as housing, schools, day care, and other uses serving primarily children are prohibited.

Vertically and horizontally mixed-use developments that maximize the use of land, organize land uses and pedestrian/vehicular circulation in a safe, logical and functional manner and establish a safe, logical and functional design relationship with adjacent land uses is allowed within this designation. Uses must meet the requirements of Chapter

17.68, General Performance Standards, of Title 17, Zoning, of the Foster City Municipal Code. FARs for developments in this area would range from 0.6 to 1.55 FAR.

ROP specifically has component of offices with R&D uses and is located mostly north of State Route 92 and where the Gilead Integrated Campus is. Each category includes description of allowable uses, density, and restrictions (if applicable).

Figure 1. General Plan Land Use Category Map (2016)

6.3 Attachment 1 - General Plan Land Use Category and Definition 865
Land Use Designations Background – General Plan and Zoning Districts One notable Land Use Category that was not specified above, but does have a component of retail is Civic Center Mixed Use Category. This is a specific designation to the Foster Square location that has a mix of retail, housing, and civic centers. Detailed description of each Land Use Category is in the General Plan LUC Element on pages 3-16 thru 3-19. Figure 1 below shows the 2016 Land Use Categories and should be noted that the legend on this map includes both descriptions of the land use and the Land Use Category itself.

Zoning Districts
Another layer that governs land
uses is Zoning District which
defines allowable uses,
development standards,
performance standards, and more.

Non-residential and non-public
services (i.e., government facilities
and parks) are generally in the
following districts: C-O Commercial
Office, C-1 Neighborhood Business
District, C-2 General Business
District, C-M Commercial Mix
District, C-A Commercial
Automobile Repair and Service
District, M-1 Light Industrial District,
and variations of those zoning
districts with PD Planned
Development combined. Figure 2
below shows the general locations
of these zoning districts. Allowable
uses in each districts is available on
the City’s Municipal Code.

However, it should be noted that
PD combined districts often time
are more specific in allowable uses
and development standards. Any
sites with a PD combined district
should refer to the latest General
Development Plan and
associated adopted ordinance to
determine allowable use.

Figure 2. Commercial and Industrial Zoning Districts

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2301 Rosecrans Ave., Suite 4140
El Segundo, CA 90245
TEL: 424-297-1070 | URL: www.kosmont.com

CITY OF FOSTER CITY

REAL ESTATE ECONOMIC MARKET ANALYSIS - DATA
CITY COUNCIL UPDATE PRESENTATION 4-20-26

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BACKGROUND
Foster City is undertaking a comprehensive Real Estate Economic Market Analysis to better understand current market conditions, future economic trends, and opportunities to strengthen the local economy. The study will inform City Council decision-making and help guide future land use, economic development, and business-attraction strategies.

On February 2, 2026, The City Council approved an agreement with Kosmont Companies to conduct the analysis and provide advisory recommendations.

This study will help Foster City:
 Understand current real estate and economic conditions  Identify unmet market demand and emerging trends
 Evaluate the performance of existing commercial areas  Explore opportunities to support local businesses
 Inform long-term planning and economic policy decisions Note: It is important to note that most of the market data shown in this draft report reflects conditions as of 12/31/25. All of the data tables are expected to be updated as part of the final report deliverable.

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SCOPE OF THE STUDY
 Population and Psychographic Analysis
 Population & Household Demographics
 Housing Data
 Employment Data
 Citywide Real Estate Economic Market Assessment
 Office, retail, Industrial/Flex, Multi-family, Hospitality markets  Market trends
 Visitation Trends and Retail Leakage
 Retail & Shopping Centers
 General fund tax revenues - Sales Tax
 Retail Center Sales trends
Today’s presentation- Update #1 Update #2 (Tentative June 2026) ▪ Opportunity Sites
▪ Findings from Stakeholder and
Community Engagement

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SCOPE OF THE STUDY
Population and Psychographic Analysis
Real Estate Economic
Market Assessment
Retail &
Shopping
Centers
People
Performance
Buildings/Retail
Who lives here
and how do they
spend?
Is the current
market
meeting their
demand?
Where are the key
opportunities
within shopping
centers?

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CITY OF FOSTER CITY – REAL ESTATE ECONOMIC MARKET ANALYSIS

EXECUTIVE SUMMARY FINDINGS

POPULATION AND PSYCHOGRAPHIC ANALYSIS

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PRELIMINARY

FINDINGS / OPPORTUNITIES / CHALLENGES
 City has among the highest average household income (~$250,000) and education levels (~77% college degree) in the County.
 With over 50% Asian heritage, the majority of restaurants are Asian themed, offering opportunity for more traditional seafood, steak, other ethnic offerings.
 The City is comprised of a family friendly community with open space and recreational opportunities.

Covid Impact
 There was 60% drop in visitors and 75% drop in commuters to Foster City as a result of the pandemic lockdown
 Visitors recovered following the pandemic within about two years, but onsite workers are still 20-30% below the 2019 level as work from home impacts many employers

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PRELIMINARY

FINDINGS / OPPORTUNITIES / CHALLENGES
 Economic Base
• The City has a strong commercial real estate market sector supporting 20,000 high paying jobs, with a moderate jobs/housing imbalance of 1.8 to 1.
 Office and & Industrial Market Trends
• The office market was hard hit by the pandemic with vacancy increasing to 15%, but much lower than neighboring areas.
• Industrial/Flex (R&D) market has seen strong leasing activity, low vacancy and solid rent growth  Hotel Market
• Hotel market in 3-mile Radius has not recovered from major decline in room rates (ADR) and occupancy during Covid, making new development challenging. City hotels have exceeded pre-Covid levels.

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PRELIMINARY

FINDINGS / OPPORTUNITIES / CHALLENGES
 Retail Market Conditions
 Retail commercial market space is limited with only 600,000 SF and rents are high (above $40 PSF/yr), creating challenges for small businesses – Costco is the major regional draw generating substantial City retail sales  City lacks a downtown core and has few upscale retail, entertainment and dining options, but there is little available space, except for Edgewater and the 58,000 SF former Orchard Supply Store.  Multifamily Market Conditions
 Strong 7,000 unit market with average rent of $3,500 per month and only 2% vacancy  Opportunities to retain and recapture spending
 The majority of resident shopping is at Bridgepointe Center in San Mateo, which provides a wide range of retail, entertainment and restaurants in close proximity
 There is significant leakage in spending in clothing, full and limited-service restaurants, bars, home furnishings

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PRELIMINARY

FINDINGS / OPPORTUNITIES / CHALLENGES
 Consumer Trends
• Sales in local stores have grown slowly as online purchases are capturing greater share of consumer goods spending.
• Online shopping captures over 23% of total U.S. retail sales today – reduces demand for brick and mortar stores in Foster City by 250,000 SF or more
 Geographic Constraints
• City is ostensibly an island, with three main entrances/exits and there are limited mass transit options

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CITY OF FOSTER CITY – REAL ESTATE ECONOMIC MARKET ANALYSIS

POPULATION & HOUSEHOLD DEMOGRAPHICS

POPULATION AND PSYCHOGRAPHIC ANALYSIS

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WHY POPULATION AND PSYCHOGRAPHIC ANALYSIS?
 Demographics + psychographics = True demand profile
 Tenant mix optimization
 Local spending habits
 Cultural preferences
 Time-of-day demand (daytime populations vs evening residents)  Daytime population – prioritize quick-service, café’s  Diverse population – include ethnic and specialty food tenants Kosmont utilized ESRI and other sources to prepare a population and psychographic analysis including population, household incomes, ethnicity, housing preferences, educational attainment, employment by industry

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CITY LIMITS AND
COUNTY
Foster City
City Limits
Source: ESRI Business Analyst Online
(Accessed February 2026)
San Mateo
County Limits

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POPULATION & INCOME

FOSTER CITY IS JOB RICH VS NEIGHBORING CITIES
2025 Foster City
City
Belmont
City
Redwood City
City
San Mateo
City
Population 34,689 28,726 87,248 108,966
Daytime Population 44,071 (+27%) 24,667 (-14%) 94,448 (+8%) 117,675 (+8%) Households 13,021 10,710 31,102 41,251
Average HH Size 2.64 2.61 2.73 2.61
Median Age 40.8 41.5 38.3 39.6
% Bachelor's Degree or Higher 76.8% 71.6% 57.6% 59.9%
% Asian/Pacific Islander Origin 57.7% 33.2% 18.8%* 31.0%** Per Capita Income $95,043 $103,577 $85,400 $83,999
Median HH Income $199,174 $209,661 $161,130 $158,885
Average HH Income $253,137 $277,335 $239,414 $221,780
Source: ESRI Business Analyst Online (Accessed February 2026) Notes: *35.8% of residents in Redwood City report being some other race or two or more races. Hispanic origin in Redwood City is 36.3%. **28.1% of residents in San Mateo report being some other race or two or more races. Hispanic origin in San Mateo is 25.9%. Comparatively, Foster City and Belmont have populations with low Hispanic origin and sizable Asian/Pacific Islander origins.

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POPULATION & INCOME

FOSTER CITY HAS HIGHER EDUCATION AND HOUSEHOLD INCOME
2025 Foster City
City
San Mateo
County
California
State
Population 34,689 785,591 39,563,914
Daytime Population 44,071 802,630 39,400,957
Households 13,021 272,778 13,785,669
Average HH Size 2.64 2.85 2.80
Median Age 40.8 40.8 38.4
% Bachelor's Degree or Higher 76.8% 56.0% 39.2%
% Asian/Pacific Islander Origin 57.7% 33.7% 16.8%
Per Capita Income $95,043 $82,647 $50,026
Median HH Income $199,174 $162,855 $101,136
Average HH Income $253,137 $237,890 $143,246
Source: ESRI Business Analyst Online (Accessed February 2026)

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ASIAN POPULATION
FOSTER CITY HAS ALMOST 60% ASIAN POPULATION
2024 Foster City
City % of Total Population % of Total Asian Pop.

Total Population* 32,792 100.0% -
Total Asian Population 17,838 54.4% 100.0%
Chinese 7,982 24.3% 44.7%
Indian 4,694 14.3% 26.3%
Filipino 1,440 4.4% 8.1%
Japanese 1,312 4.0% 7.4%
Korean 630 1.9% 3.5%
Taiwanese 514 1.6% 2.9%
Source: 2024 ACS 5-Year Estimates (Accessed February 2026) Notes: *Number is from 2024 ACS, not ESRI estimates (for consistency).

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KOSMONT COMPANIES | 16
5%
6%
7%
10%
12%
18%
15%
11%
8%
6%
2%
5%
6% 6%
11%
14%
15%
13%
12%
10%
6%
2%
5%
6% 6%
13%
15%
14%
12% 12%
10%
5%
2%
0-4 5-9 10-14 15-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ Foster City San Mateo County California
Median Age
Foster City 40.8
San Mateo County 40.8
California 38.4
POPULATION BY AGE - 2025

FOSTER CITY AND SAN MATEO COUNTY HAVE SIMILAR AGE DISTRIBUTION Source: ESRI Business Analyst Online (Accessed February 2026)

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POPULATION BY EDUCATIONAL ATTAINMENT - 2025

FOSTER CITY HAS SIGNIFICANTLY HIGHER LEVELS OF EDUCATIONAL 3%
6%
14%
36%
41%
8%
15%
21%
31%
25%
14%
21%
26% 25%
15%
No high school diploma High school graduate or
equivalent
Some college or
Associate's degree
Bachelor's degree Graduate or prof. degree
Foster City San Mateo County California
Source: ESRI Business Analyst Online (Accessed February 2026); Notes: Population observed includes people aged 25 and older. % Bachelor’s Degree or Higher
Foster City 77%
San Mateo County 56%
California 39%

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4% 2% 2%
4% 6% 6%
13% 14%
50%
5% 3% 3%
6%
8% 8%
15%
13%
41%
7%
5% 5%
8%
13% 12%
18%
12%
21%
<$15K $15-$25K $25-$35K $35-$50K $50-$75K $75-$100K $100-$150K $150-$200K $200K+ Foster City San Mateo County California
HOUSEHOLDS BY INCOME - 2025
50% OF FOSTER CITY HOUSEHOLDS EARN >$200K ANNUALLY
HH Income Median Average
Foster City $199,174 $253,137
San Mateo County $162,855 $237,890
California $101,136 $143,246
Source: ESRI Business Analyst Online (Accessed February 2026)

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ARCGIS TAPESTRY DEMOGRAPHICS
Kosmont utilized ArcGIS Tapestry (advanced demographic dataset) that groups residential areas into 60 different segments based on shared demographic characteristics. The predominant segments are described on following slide.

Kosmont examined data for Foster City, San Mateo and Redwood City:
 Foster City population is ~60% Asian descent compared to ~30% in San Mateo and ~20% in Redwood City  Foster City is primarily comprised of three segments – “Top Tier” (50%), “Urban Chic” (25%) and “Laptops & Lattes” (20%)
 San Mateo and Redwood City have similar segments plus a high concentration of “Uptown Lights” with each segment representing approximately 20% of their populations

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ARCGIS TAPESTRY SEGMENTS
Top Tier segment is typically high net worth older married couples with advance professional degrees, many of whom work from home. They shop at upscale/exclusive retailers and fine dining restaurants. They are politically active and contribute to many charitable organizations.

Urban Chic is typically younger married couples with children at home. They are highly educated and work in technology, education and health care. Above average income and net worth, but 50% live in multi-family condos, townhomes, etc. They frequent health clubs and shop at organic food stores.

Laptops & Lattes are typically unmarried young professionals (e.g. Millennials) who live in rental units and shop online extensively. They travel frequently, buy hardback books, buy tech gadgets, seek entertainment options and enjoy fine dining and fashion.

Uptown Lights are tech savvy younger couples (Gen Z and Gen X) with almost 50% having college degrees. They work primarily as service professionals and earn median incomes, and live in multi-family housing. They dine out frequently and order meals for home delivery.

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CITY OF FOSTER CITY – REAL ESTATE ECONOMIC MARKET ANALYSIS

HOUSING DATA

POPULATION AND PSYCHOGRAPHIC ANALYSIS

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Source: Zillow.com (Accessed February 2026) KOSMONT COMPANIES | 22

HOME VALUE HISTORY

FOSTER CITY HOME VALUES EXCEED COUNTY AND STATE AVERAGES $1.80M
$755K
$1.53M
$2M
$2M

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CITY CENSUS TRACTS
Foster City is comprised of 9 U.S. census tracts:
 6081
 6082
 6083
 6080.01
 6080.02
 6080.24
 6080.25
 6080.13
 6080.23

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CITY HOUSING OCCUPANCY
HOUSING MARKET HASVACANCY OF 4% - INDICATING STRONG DEMAND Source: U.S. Census Bureau, 2024 American Community Survey 5-Year Estimates Data Profile (Accessed March 2026) 2024 Total Housing Units Owner-Occupied Units Renter-Occupied Units Vacant Units Census Tracts
6080.01 1,514 561 882 71
6080.02 1,315 980 296 39
6080.13 1,493 774 652 67
6080.23 830 798 95 32
6080.24 1,327 891 427 9
6080.25 2,965 386 2,337 242
6081 1,324 887 403 34
6082 1,437 747 642 48
6083 1,412 677 658 77
Foster City Total 13,617 6,701 6,392 619

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YEAR HOUSING UNITS BUILT
Source: U.S. Census Bureau, 2024 American Community Survey 5-Year Estimates Data Profile (Accessed January 2026) 2024 Total Occupied
Units 2020 or later 2000 to 2019 1980 to 1999 1960 to 1979 1959 or earlier Census Tracts
6080.01 1,514 0 230 251 1007 26
6080.02 1,315 0 5 115 1,184 11
6080.13 1,493 0 36 905 425 127
6080.23 830 0 0 148 670 12
6080.24 1,327 0 111 394 797 25
6080.25 2,965 146 988 617 1025 189
6081 1,324 14 37 126 1107 40
6082 1,437 0 123 182 1076 56
6083 1,412 0 67 204 1125 16
Total 13,617 160 1,597 2,942 8,416 502

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CITY NEW HOUSING SUPPLY BY AGE
160
1597
2942
8416
502
0 1000
2000
3000
4000
5000
6000
7000
8000
9000
2020 or later 2000 to 2019 1980 to 1999 1960 to 1979 1959 or earlier Foster City
Foster City has added about
15% to its supply of housing
in past 25 years. However,
~70% of supply more than
50 years old

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CITY HOME OWNERSHIP VALUES
2024
Less than $199,000 $200,000 to $499,999 $500,000 to $990,999 $1,000,000 to $1,999,999 $2,000,000 or more
Census Tracts
6080.01 16 0 145 190 210
6080.02 13 0 54 529 384
6080.13 30 0 84 317 343
6080.23 7 13 0 148 535
6080.24 19 0 164 416 292
6080.25 24 0 0 362 0
6081 26 40 126 379 316
6082 13 18 3 409 304
6083 42 0 21 115 499
City Total 190 71 597 2,865 2,883

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CITY HOUSING MOVE-IN TIMEFRAME
Occupied housing
units
Moved in 2023 or
later
Moved in 2020 to
2022
Moved in 2010 to
2019
Moved in 2000 to
2009
Moved in 1990
to 1999
Moved in 1989
and earlier
Census
Tracts
6080.01 1,443 109 499 506 103 104 122
6080.02 1,276 68 185 452 209 126 236
6080.13 1,426 109 411 412 157 141 196
6080.23 798 28 115 184 134 98 239
6080.24 1,318 22 310 430 279 172 105
6080.25 2,723 385 1,214 886 188 14 36
6081 1,290 93 302 342 169 157 227
6082 1,389 43 278 503 277 62 226
6083 1,335 97 382 493 121 54 188
City Total 12,998 954 3,696 4,208 1,637 928 1,575
Note: High move in recent years due to extensive multifamily development (rental units)

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EMPLOYMENT DATA
CITY OF FOSTER CITY – REAL ESTATE ECONOMIC MARKET ANALYSIS

POPULATION AND PSYCHOGRAPHIC ANALYSIS

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EMPLOYMENT BY INDUSTRY

PROFESSIONAL / SCIENTIFIC JOBS ARE HIGHEST CONCENTRATION Resident Employed Population (Age 16+)
Sector Share
Professional, Scientific, and Technical Services 20.0%
Information 12.1%
Health Care and Social Assistance 11.9%
Manufacturing 7.0%
Accommodation and Food Services 6.6%
Educational Services 6.3%
Retail Trade 5.9%
Finance and Insurance 5.2%
Administration & Support, Waste Management and Remediation 4.8% Transportation and Warehousing 3.6%
Construction 3.2%
Wholesale Trade 3.0%
Other Services (excluding Public Administration) 2.8%
Public Administration 2.1%
Management of Companies and Enterprises 1.7%
Arts, Entertainment, and Recreation 1.6%
Real Estate and Rental and Leasing 1.4%
Utilities 0.4%
Agriculture, Forestry, Fishing and Hunting 0.4%
Workers Employed in Study Area (Age 16+)
Sector Share
Professional, Scientific, and Technical Services 46.9%
Information 8.9%
Administration & Support, Waste Management and Remediation 7.2% Accommodation and Food Services 6.8%
Health Care and Social Assistance 5.0%
Transportation and Warehousing 4.7%
Retail Trade 4.1%
Finance and Insurance 3.3%
Educational Services 3.2%
Construction 1.9%
Management of Companies and Enterprises 1.6%
Arts, Entertainment, and Recreation 1.4%
Other Services (excluding Public Administration) 1.1%
Real Estate and Rental and Leasing 1.1%
Public Administration 1.0%
Wholesale Trade 0.9%
Manufacturing 0.7%
Utilities 0.0%
Agriculture, Forestry, Fishing and Hunting 0.0%
“Industries in which City residents work” “Jobs in the City” Source: U.S. Census Bureau Center for Economic Studies (2023, Accessed February 2026) Notes: Categorized by North American Industry Classification System (NAICS) Industry Sectors

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KOSMONT COMPANIES | 31
Outflow:

Where Residents Commute To For Work
City Count Percentage
San Francisco city, CA 3,311 17.8%
San Mateo city, CA 1,585 8.5%
Foster City city, CA 1,531 8.2%
Redwood City city, CA 965 5.2%
San Jose city, CA 859 4.6%
South San Francisco city, CA 791 4.3%
Palo Alto city, CA 708 3.8%
Menlo Park city, CA 650 3.5%
Mountain View city, CA 579 3.1%
Sunnyvale city, CA 475 2.6%
Santa Clara city, CA 441 2.4%
Oakland city, CA 433 2.3%
Burlingame city, CA 432 2.3%
San Carlos city, CA 336 1.8%
Fremont city, CA 313 1.7%
Hayward city, CA 266 1.4%
Cupertino city, CA 238 1.3%
Pleasanton city, CA 229 1.2%
Los Angeles city, CA 178 1.0%
Belmont city, CA 150 0.8%
San Leandro city, CA 143 0.8%
San Bruno city, CA 134 0.7%
Stanford CDP, CA 127 0.7%
Daly City city, CA 108 0.6%
Los Gatos town, CA 97 0.5%
Unknown Locations 3,517 18.9%
Inflow:

Where Workers Come From
City Count Percentage
San Francisco city, CA 1,660 8.1%
Foster City city, CA 1,531 7.5%
San Mateo city, CA 1,521 7.4%
San Jose city, CA 1,281 6.3%
Fremont city, CA 738 3.6%
Redwood City city, CA 580 2.8%
Hayward city, CA 577 2.8%
Oakland city, CA 526 2.6%
Daly City city, CA 327 1.6%
Sunnyvale city, CA 322 1.6%
Mountain View city, CA 298 1.5%
Los Angeles city, CA 280 1.4%
San Carlos city, CA 279 1.4%
South San Francisco city, CA 270 1.3%
Dublin city, CA 267 1.3%
San Bruno city, CA 258 1.3%
Belmont city, CA 256 1.2%
San Ramon city, CA 249 1.2%
Union City city, CA 240 1.2%
Burlingame city, CA 238 1.2%
San Diego city, CA 230 1.1%
Castro Valley CDP, CA 220 1.1%
Santa Clara city, CA 199 1.0%
Pacifica city, CA 192 0.9%
Palo Alto city, CA 181 0.9%
Unknown Locations 7,774 37.9%
WORKER

DESTINATIONS &

ORIGINS

CITY OF FOSTER
CITY
Source: U.S. Census Bureau Center for Economic Studies (2023, Accessed February 2026)

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KOSMONT COMPANIES | 32
Workers employed in City
but living outside
Workers living & employed
in City
Workers living in City but
employed outside
*Employment Ratio = People employed within City (living and working in City + those who come into City for work) / Employed population of City (living and working in City + workers who live in the City, but work outside of the City) Source: U.S. Census Bureau Center for Economic Studies (2023, Accessed February 2026)  Employees who work in the City are coming from San Francisco, San Mateo, San Jose, Fremont, and Redwood City
 Employed residents living in Foster City are traveling to San Francisco, San Mateo, Redwood City, San Jose, and South San Francisco for work

WORKER INFLOW / OUTFLOW

CITY OF FOSTER CITY
Reference Foster
City
San
Mateo
County
Workers Living and
Working 1,531 141,144
Workers Coming
(Inflow) 18,963 283,970
Workers Going
(Outflow) 17,065 230,971
Net Inflow/Outflow 1,898 52,999
Employment Ratio* 1.10 1.14
 Per the 2024-2025 ACFR, top 10
employers in Foster City include:
➢ Gilead Sciences, Inc. (6,865 employees)
➢ Visa Technology & Operations, LLC,
fmr. Inovant, LLC (2,785)
➢ Visa USA, Inc. (890)
➢ Zoox, Inc. (573)
➢ Cybersource Corporation (398)
➢ Peninsula Jewish Community Center
(390)
➢ Costco Wholesale (296)
➢ City of Foster City (274)
➢ Qualys, Inc. (272)
➢ Randstad Professionals US LLC (209)

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KOSMONT COMPANIES | 33
Foster City has far more jobs
than households – “job rich
environment”

JOBS / HOUSING

BALANCE
2025 Foster City
City
San Mateo
County
California
State
Employment 23,642 370,463 15,869,208
Households 13,021 272,778 13,785,669
Jobs / Housing
Ratio 1.82 1.36 1.15
Source: ESRI Business Analyst Online (Accessed February 2026)

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KOSMONT COMPANIES | 34
CITY OF FOSTER CITY – REAL ESTATE ECONOMIC MARKET ANALYSIS

REAL ESTATE MARKET ASSESSMENT

CITYWIDE REAL ESTATE ASSESSMENT, ECONOMIC MARKET ASSESSMENT

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KOSMONT COMPANIES | 35
WHY REAL ESTATE MARKET ASSESSMENT?
 Occupancy and Rent Trends show the health of the business community  Office and Industrial Employment – Drives daytime retail demand  Professional jobs indicate more disposable income for convenience goods, quick serve food and full-service restaurants
 Hospitality – Drives overnight visitors and discretionary spending on full-service restaurants
 Provides daytime meeting and event space
 Retail Tenancy Data - Explains commercial voids / financial feasibility for new tenants

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