1 MASTER PROFESSIONAL SERVICES AGREEMENT
FOR
ON-CALL ENVIRONMENTAL SERVICES
This Agreement is made and entered into as of the 20th day of July 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and TRC Engineers, Inc., hereinafter called "CONSULTANT".
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY/DISTRICT desires to retain CONSULTANT to provide environmental and related services;
WHEREAS, It is anticipated that, as a need arises for CONSULTANT to provide services, CITY/DISTRICT will issue Task Orders to CONSULTANT (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed);
WHEREAS, In reliance upon CONSULTANT's documentation of its qualifications, the CITY/DISTRICT finds that CONSULTANT has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
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 one- year increments as follows: The second contract period will be from July 20, 2029 to July 19 2030. 2 The third contract period will be from July 20, 2030 to July 19 2031. Renewal shall be by mutual consent of CONSULTANT AND CITY/DISTRICT as approved by the City Council/District Board.
CONSULTANT shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONSULTANT to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.
(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONSULTANT commit a material breach of this Agreement, or part thereof, and not commence to and diligently pursue reasonable efforts to cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONSULTANT demanding such cure, in which case CONSULTANT shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience upon ten (10) days written notice, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONSULTANT shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date, including demobilization costs, and costs incurred with respect to noncancellable commitments, and reasonable services provided to effectuate a professional and timely project termination, as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONSULTANT shall continue its work throughout the course of any dispute except if such dispute is due to non-payment of invoices, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.
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 3 of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.
CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONSULTANT for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONSULTANT has partially completed one or more deliverables due during a payment period, and if CONSULTANT demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONSULTANT shall not be entitled to, any payment for Services performed before this Agreement's execution.
CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONSULTANT under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of CONSULTANT. CITY/DISTRICT has no responsibility or liability for payment of CONSULTANT’s taxes or assessments.
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.
4 5. Records and Audit. CONSULTANT shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONSULTANT hereunder.
Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONSULTANT’s place of business or as otherwise agreed upon by the parties.
Notwithstanding the broadness of the CITY/DISTRICT’S inspection and audit rights, it is understood and agreed that CITY/DISTRICT shall not be entitled to CONSULTANT’s cost structure, profit margins or other proprietary information except as reasonably necessary for CITY/DISTRICT to be able to effectively audit CONSULTANT’s performance and/or charges hereunder or as required by law or legal proceeding.
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 the Services in a manner consistent with the degree of professional skill and care and diligence normally exercised by similar professionals on projects of similar scope, nature and complexity in line with industry standards and practice in effect at the time the Services are rendered (“Standard of Care”). Nothing in this Agreement will be interpreted to require CONSULTANT to perform services to any higher standard or have any obligation in the performance of services in excess of what is required by the Standard of Care. Notwithstanding any clause in this Agreement to the contrary, CONSULTANT expressly disclaims all express or implied warranties and guarantees with respect to the performance of professional service.
CONSULTANT represents that it 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.
5 CONSULTANT represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
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, become the property of CITY/DISTRICT, upon payment therefor. However, this ownership shall not include any ownership interest in CONSULTANT’S pre-existing information or intellectual property. Any reuse of documents for purposes not contemplated under this Agreement or modification of the aforementioned materials, work products or documents by the CITY/DISTRICT without the CONSULTANT's written permission shall be at the CITY/DISTRICT's sole risk, and the CONSULTANT shall have no liability with respect to such reuse or modification.
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 as expeditiously as is consistent with the Standard of Care and the orderly progress of the Project;; provided, that CITY/DISTRICT shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONSULTANT’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, CONSULTANT’s officers or employees.
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, employees (collectively, “Indemnitees”) from and against any and all third-party claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, bodily injury to or death of any person, including an employee of CONSULTANT or its Subconsultants), of every kind, nature, and description, at law or equity, (including court costs, reasonable attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”) to the extent caused by any negligence, recklessness, or willful misconduct of CONSULTANT, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control in the performance of the Services required. CONSULTANT’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall 6 apply to all other Liabilities.
If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONSULTANT represents that professional services provided by CONSULTANT pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONSULTANT shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONSULTANT’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONSULTANT for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONSULTANT as an additional insured on its Comprehensive General Liability insurance coverage. If CONSULTANT has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONSULTANT shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONSULTANT’s responsibilities and is not included in the scope of Services CONSULTANT is to perform nor included in CONSULTANT’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONSULTANT shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials.
CONSULTANT shall, however, be responsible for the coordination of CONSULTANT’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
(f) Duty to Cooperate. CONSULTANT shall notify CITY/DISTRICT promptly in writing of any claim or damage related to activities or services performed under this Agreement. CONSULTANT shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONSULTANT shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.
12. Insurance. Prior to execution of this Agreement, CONSULTANT shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this 7 Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONSULTANT shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONSULTANT fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may withhold payment of invoices until such requirements are met or terminate this Agreement in accordance with Paragraph 2 above
CONSULTANT shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance through completion of this project or service CONSULTANT’S Services required herein.
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 non- discrimination 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: TRC Engineers, Inc.
600 California Street, Suite 11-016
San Francisco, CA 94108
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 which such consent shall not be unreasonably withheld. Further, CONSULTANT shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
17. Amendments. This Agreement may be amended or modified only by written agreement signed by 8 both parties.
18. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
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 would place CONSULTANT in a "conflict of interest" as that term is defined in State law.
22. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONSULTANT and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement,
Notwithstanding any other provision of this Agreement, in no event shall either CITY/DISTRICT or CONSULTANT be liable to the other, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
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 except to the extent caused by the gross negligence or willful misconduct of the CITY/DISTRICT.
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. These restrictions shall not apply to information that (i) the CONSULTANT had in their possession prior to disclosure; (ii) becomes public knowledge through no fault of the CONSULTANT; (iii) the CONSULTANT lawfully acquires from a third party not under an obligation of confidentiality to the CITY/DISTRICT; (iv) is independently developed by the CONSULTANT. CONSULTANT will promptly notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the 9 performance of or in connection with this Agreement.
These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective for a period of three (3) years following the termination of services and work to CITY/DISTRICT hereunder.
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. Force Majeure. Except for defaults of subconsultants at any tier, CONSULTANT shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of CONSULTANT, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure). Force Majeure events include, but are not limited to, the following: Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics, abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, vandalism, strikes, lockouts, freight embargos, war, acts of terrorism, or damage resulting therefrom, actions of, or failure to act by, regulatory agencies interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact Or any other event that could not reasonably have been anticipated and is beyond the reasonable control of the affected Party (together, “force majeure events”). CONSULTANT will be entitled to an equitable adjustment of the schedule to neutralize the effect of the Force Majeure Event.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, and D, comprises the entire Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY/ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
Dated: _________________________________ Art Keisel, Mayor/President
ATTEST:
Dated: ________________________________ Priscilla Schaus, City Clerk/District Secretary
APPROVED AS TO FORM
10 Dated:
Benjamin Stock,
City Attorney/District Legal Counsel
CONSULTANT
Dated:
Kenneth Thomas
Vice President
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.: ______________
12 EXHIBIT B
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,
ENVIRONMENTAL SERVICES
[EITHER COMPLETE EXHIBIT A OR ATTACH A PROPOSAL/SCOPE OF WORK THAT CONTAINS ALL THE INFORMATION BELOW AND DELETE THE TEXT BELOW FOR EACH TASK ORDER]
SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated July 20, 2026, by and between TRC Engineers, Inc., hereinafter referred to as "CONSULTANT" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.
1. Basic Services:
The Consultant shall provide professional environmental consulting and related technical services to support the City on an as-needed basis. Services may include, but are not limited to:
1) Environmental planning, permitting, compliance, and regulatory support for CIP, stormwater, water, and wastewater facilities, shoreline, and other municipal projects 2) Hazardous material assessments, site investigations, soil and groundwater investigations, and remediation support
3) Prepare permit applications and supporting documentation to obtain authorizations from regulatory agencies
4) Prepare environmental surveys, impact analyses, and documentation pursuant to CEQA (California Environmental Quality Act) and NEPA (National Environmental Policy Act), and other applicable environmental laws and regulations
5) Coordination with regulatory agencies, including preparation and processing of permit applications, permit compliance documentation, and agency consultation 6) Perform biological surveys and analysis
7) Prepare mitigation plans, environmental compliance documentation, and permit conditions tracking to satisfy regulatory agency approval
8) Prepare technical reports in accordance with applicable federal, state, and local regulations 9) Sustainability planning, climate adaptation, and sea level rise evaluations 10) Environmental monitoring during construction, including biological, and compliance monitoring.
11) Other professional environmental consulting, permitting, compliance, and related technical services as requested
The services described above are representative of the types of work that may be assigned and are not intended to be all-inclusive. The City may request additional services that are consistent with the Consultant's professional qualifications and expertise. Specific tasks, deliverables, schedules, staffing, and compensation shall be authorized by the City through written Task Orders issued under this Agreement. The Consultant shall perform only those services authorized in an approved Task Order unless otherwise directed in writing by the City.
PAYMENTS
13 1. The maximum payment to CONSULTANT under this Agreement for the Project shall be:
No limit, to be determined based off of Task Orders.
MANAGEMENT AND PROJECT CONTROLS
In performing the Scope of Services, the CONSULTANT shall, at a minimum, execute the management and project controls described below:
The 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
14 EXHIBIT C
FEE SCHEDULE
15 16
17 18
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 [ ], by and between [ ] , hereinafter referred to as "Consultant”, and City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "City/District", providing for professional services.
1. Consultant's Duty to Show Proof of Insurance. Consultant shall secure and maintain insurance as described below. Consultant shall not perform any work under this Agreement until Consultant has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District's authorized insurance representative, insurance Tracking Services Inc. (ITS). Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Consultant shall supply proof that such person is an authorized representative thereof and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Consultant shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy. Consultant shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Consultant or City/District as an additional insured.
1.1 Insurance Requirements
Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (pursuant to the standard ISO CG 00 01 form), Products-Completed Operations, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Consultant's performance of services under this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall be two million dollars ($2,000,000) each occurrence and four million dollars ($4,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, , officers and employees”.
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☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be two million dollars ($1,000,000) each occurrence.
☒ Workers' Compensation Insurance
Consultant shall submit written proof that Consultant is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Consultant shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Consultant. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Consultant shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Consultant shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease.
☒ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, with limits of two million dollars ($2,000,000) per claim and two million dollars ($2,000,000) annual aggregate.
1.2 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 three (3) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of not less than three (3) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
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, , and employees, , 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 ISO forms CG 20 10 12 19 and CG 20 37 12 19.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Consultant's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage below those required above or in limits except after ten (10) days written notice by Consultant in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein.
Consultant shall promptly obtain replacement coverage for any insurance policy that is terminated, canceled, non- Updated 4/20/2021 20
renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies licensed to transact business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.
3.3 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, excepting Workers Compensation, Employers Liability and Professional Liability, at least as broad as ISO CG 20 01 12 19 as respects the City/District, its officers, officials, and employees. Any insurance or self-insurance maintained by the City/District, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
3.5 Insurance coverages in the amounts set forth herein shall not be construed to relieve Consultant for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the City/District from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Consultant to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Consultant. City/District, at its sole option, may terminate this Agreement in accordance with Section 2 of this Agreement or withhold payment of invoices until such requirements are met..
3.7 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"),
ATTACHED
1. Insurance Coverage Form
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EXHIBIT D
This INSURANCE COVERAGE FORM modifies, or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA
94404 Attention:
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, and employees are included as insureds with regard to damages and defense of claims arising from: (Check all that apply) Insurer Policy
No.
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 12 19}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, or employees.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy
No.
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, except Workers Compensation and Professional Liability, is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against
whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
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, or employees,.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage below those limits required herein except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation, excepting for Professional Liability, against the CITY, its elected or appointed officers, officials, , and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
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Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF 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