Foster City City Council
September 21, 2026

CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT

FOSTER CITY COUNCIL CHAMBERS
620 FOSTER CITY BOULEVARD

FOSTER CITY, CALIFORNIA
AGENDA
Monday, September 21, 2026 06:30 PM

REGULAR MEETING AS CITY COUNCIL/EMID BOARD OF DIRECTORS

MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO IN PERSON OR BY JOINING THE ZOOM MEETING HTTPS://FOSTERCITY-ORG.ZOOM.US/J/82592136594.

PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND VIA ZOOM MEETING.

To Attend the Meeting in Person:

Location: 620 Foster City Boulevard, Foster City, California, 94404 To Provide Public Comment in Person:

The public should fill out a Request to Speak Form. Forms will be accepted until the staff presentation on an agenda item ends, or until the public comment period on non-agenda items is closed. For special meetings, public comment is limited to item(s) on the agenda only.

To Observe the Meeting via Teleconference/Video Conference:

To access the meeting by computer / smartphone, go to: https://fostercity-org.zoom.us/j/82592136594. To dial-in via phone: 1-669-444-9171 or 1-408-638-0968 and enter Webinar ID: 825 9213 6594 To Provide Public Comment via Teleconference/Video Conference:

During the Meeting: Live verbal public comments may be made by the public joining the meeting via Zoom. Zoom access information is provided above. Use the “raise hand” feature (for those joining by phone, press *9 to “raise hand”) during the public comment period for the agenda item you wish to address. Please clearly state your full name for the record at the start of your public comment.

Written Public Comment Before the Meeting: Public comments may be submitted in advance at least two hours before the start time on the day of the meeting by email to: [email protected] and will be made part of the written record but will not be read verbally at the meeting. Public comment emails should clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda and include the submitter’s full name (Recommended but not required).

Written public comments received at least two hours before the start time on the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be posted to the City’s website for viewing prior to the meeting.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
Councilmembers/ex officio EMID Directors Stacy Jimenez, Suzy Niederhofer, Patrick Sullivan, Phoebe Venkat, and Mayor/President Art Kiesel PUBLIC
Government Code Section 54954.2 E (3) precludes the City Council from discussing or acting upon any topic initially presented during the “Public” portion of the agenda.

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

CITY/EMID CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine by the City Council/EMID Board of Directors and will be enacted by one motion unless removed by a member of the Council/Board, staff, or public. There will be no separate discussion on these items unless a citizen or a Council/Board member so requests. This section includes minutes, ordinances for adoption, resolutions for adoption, and other business as needed.

If discussion is required, that item will be removed from the Consent Calendar and will be considered separately after approval of the remaining items on the Consent Calendar.

Vote may be by roll call.

City/EMID Regular Meeting Minutes of September 8, 2026 Page 7 After School Activity (ASA) Bus Program Funding Agreement Between the City of Foster City and the San Mateo Union High School District for a Contribution in the Amount of $23,478 for the 2026-2027 School Year

ADOPT - A Resolution of the City Council of the City of Foster City Approving the After School Activity (ASA) Bus Program Funding Agreement Between the City of Foster City and the San Mateo Union High School District for a Contribution in the Amount of $23,478 to Fund the ASA Bus Program for the 2026-2027 School Year, Authorizing the City Manager to Execute the Funding Agreement, and Authorizing

1. 2.

3. 4.

5. 5.1

5.2

an Appropriation in an Amount Not-To-Exceed $23,478 to the Community Benefits Program Fund, Account No. 005-0110-413-4251, to Fund the Contribution License Agreements for Early Education Services, Ceramics Studio Operations, and Café Operations at the Foster City Community Center

ADOPT - A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute a License Agreement With Bright Minds Collective LLC Dba Bright Horizon Chinese School for Early Education Services at the Foster City Community Center
ADOPT - A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute a License Agreement With Clayroom San Mateo LLC for Ceramics Studio Operations at the Foster City Community Center ADOPT - A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute a License Agreement With C2c Coffee Co. LLC Dba Kaizen & Coffee for Café Operations at the Foster City Community Center List of Qualified Consultants to Provide Economic and Fiscal Analysis for Professional On-Call Services for Planning Division and Authorization to Execute Master Services
Agreements With Each Consultant

ADOPT - A Resolution of the City Council of the City of Foster City Approving the Established List of Five (5) Qualified Consultants to Provide Economic and Fiscal Analysis for Professional On-Call Services for Planning Division of the Community Development Department (CDD), Authorizing the Mayor to Execute a Master Professional Services Agreement With Each Consultant on the List (DTA, Willdan Financial Services, BAE Urban Economics, Harris and Associates, and Economic and Planning Systems) With No Compensation Maximum for a Term of Five (5) Years, and Finding the Approval of the On-Call List and Master Professional Services Agreements Exempt Under CEQA Pursuant to CEQA Guidelines Section 15061(B)(3)
Contract Amendment No. 3 to the Vendor Services Agreement With Julio’s Cleaning and Maintenance Services to Remove Janitorial Services for the Temporary Modular Recreation Center Facilities From the Scope of Work

ADOPT - A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute Contract Amendment No. 3 to the Vendor Services Agreement With Julio’s Cleaning and Maintenance Services, Dated September 3, 2024, to Remove Janitorial Services for the Temporary Modular Recreation Center Facilities From the Scope of Work, Reducing the Annual Contract Amount by $16,686, From $306,347 to $289,661; And Finding That Approval of the Amendment Is Exempt

5.3 5.4

5.5

From Review Under the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15061(B)(3)
Updated City/District Pay Plan for Fiscal Year 2026-2027 Effective September 9, 2026

ADOPT - A Resolution of the City Council of the City of Foster City Approving and Adopting the Amended Pay Plan for Fiscal Year 2026-2027, Effective September 9, 2026
ADOPT - A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving and Adopting the Pay Plan for Fiscal Year 2026- 2027, Effective September 9, 2026
Designated Positions in the City/District Conflict of Interest Code and AB1234 Ethics Training

ADOPT - A Resolution of the City Council of the City of Foster City Approving the Appendix Dated September 21, 2026 to Update the Designated Positions in the Conflict of Interest Code and to Confirm the Designated Positions Required to Participate in AB 1234 Ethics Training
ADOPT - A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Appendix Dated September 21, 2026 to Update the Designated Positions in the Conflict of Interest Code and to Confirm the Designated Positions Required to Participate in AB 1234 Ethics Training Removal of the Underground Storage Tank as Part of the
Emergency Generator Replacement Project (CIP 455-705) - Notice of Completion

ADOPT - A Resolution of the Board of Directors of the Estero Municipal Improvement District Accepting the Work by Patriot Environmental Services for the Removal of the Underground Storage Tank as Part of the Emergency Generator Replacement Project (CIP 455-705) and Directing the District Secretary to File the Notice of Completion

NEW BUSINESS
Appointment of Fifteen Members to The Youth Advisory
Committee

ADOPT - A Resolution of the City Council of the City of Foster City Approving the Appointment of Fifteen Members to the Youth Advisory Committee

REPORTS
Draft Report for Real Estate Economic Market Analysis Page 350

5.6 5.7

5.8 6.

6.1 7.

7.1

ACTION – By Minute Order, Receive and Accept Report, and Provide Policy Direction
Integrated Adaptive Canada Goose Management Plan – First Year Implementation Annual Report

ACTION – By Minute Order, Receive and Accept Report

RESOLUTIONS FOR ADOPTION
Proclamation of Existence of a Local Emergency by the City Manager of the City of Foster City Related to the 815 Sea Spray Lane Structure Fire

ADOPT – A Resolution of the City Council of the City of Foster City Ratifying the Proclamation of Existence of a Local Emergency by the City Manager of the City of Foster City Related to the 815 Sea Spray Lane Structure Fire

COMMUNICATIONS
City/District Warrant of Demands were Processed and Issued on August 27, 2026

Information Item Only - No Action Required

CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD

STATEMENTS AND REQUESTS, AND COUNCIL LIAISON REPORTS
City/District Manager and Council/EMID Board Members report on their various assignments and liaison roles and Council/EMID Board requests for scheduling future items.

ADJOURNMENT
The public is invited to attend.

Any attendee wishing a reasonable accommodation at the meeting based on disability should contact the City Clerk’s Department at (650) 286-3250 or [email protected] at least 72 hours in advance of the meeting to ensure availability; requests made with less notice will still be considered, and the City will provide the requested accommodation or an effective alternative when feasible. The City has a procedure for receiving and swiftly resolving requests for reasonable accommodation for individuals with disabilities, consistent with the federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and resolving any doubt in favor of accessibility. That procedure for receiving and resolving requests for accommodation is available at the City Clerk’s Office. All meetings are conducted in a manner consistent with applicable civil rights and nondiscrimination laws.

For City Council meetings, members of the public who wish to provide or receive language interpretation during the meeting using their own interpreter, another member of the public, or commercially available

7.2 8.

8.1 9.

9.1 10.

11.

interpretation services may request reasonable assistance from the City Clerk Department at (650) 286-3250 or [email protected] at least 72 hours in advance of the meeting. Reasonable assistance may include arranging space for an interpreter, allowing additional time for interpretation, or helping participants use personal equipment or reasonably access available facilities for interpretation services, provided the interpretation does not disrupt the meeting.

Any writings or documents provided to a majority of the City Council or EMID Board regarding any item on this agenda after the agenda packet was distributed will be made available for public inspection in the City Clerk Department at City Hall located at 610 Foster City Boulevard during normal business hours and at the meeting.

City Council meetings live and on-demand:
https://www.fostercity.org/agendasandminutes; https://www.youtube.com/@CityofFosterCity https://www.fostercity.org/fctv (live only)
City Council meetings on FCTV on Comcast Channel 27 and AT&T Channel 99: LIVE every 1st and 3rd Monday of the month; REPLAY next day at 1:00 pm (that week only) and Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs)

CITY OF FOSTER CITY/

ESTERO MUNICIPAL IMPROVEMENT DISTRICT
REGULAR MEETING OF SEPTEMBER 8, 2026

MINUTES

CALL TO ORDER OF CITY COUNCIL/EMID BOARD OF DIRECTORS
The Regular Meeting of September 8, 2026 of the City Council of the City of Foster City, sitting as said Council and as ex officio the Board of Directors of the Estero Municipal Improvement District (EMID), was called to order at 6:30 p.m. in the Council Chambers, 620 Foster City Boulevard, Foster City, San Mateo County, California, by Mayor/President Art Kiesel.

This meeting was held as a hybrid meeting.

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

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

ABSENT: None.

STAFF PRESENT: Stefan Chatwin, City/District Manager; Mary Wagner, Special Legal Counsel; Marlene Subhashini, Assistant City/District Manager; Sofia Mangalam, Deputy City Manager; Thai-Chau Le, Interim Community Development Director; Nate Cruz, Finance Director; Andrew Brozyna, Public Works Director; Mark Lee, Police Captain; Eric Mackintosh, Deputy Fire Chief; Kevin Foiles, Emergency Services Manager; Derek Schweigart, Parks and Recreation Director; Rob Lasky, IT Manager; Nori Jabba, Housing and Sustainability Manager; Chuck Venook, Chief Building Official; Laura Galli, Engineering Manager; Francine Magno, Senior Civil Engineer; Yelena Cappello, Principal Management Analyst; Kevin Ortiz, Management Analyst; Sandy Loi, Office Assistant II; Alexis Garcia-Dawson, Deputy City Clerk; and Shuli Chen, Video Technician.

SPECIAL PRESENTATION
PROCLAMATION RECOGNIZING SEPTEMBER 2026 AS “SUICIDE PREVENTION MONTH”
Item 5.1

Vice Mayor Niederhofer presented the Proclamation Recognizing September 2026 as “Suicide Prevention Month” to Veer Chowdhary, San Mateo County Behavioral Health Commission Youth Action Board Member.

PUBLIC
The following people addressed the City Council via email:

1. Allison MacQueen Felder, regarding road and bicycle safety; and

2. Greg Fontana, regarding mountain lions in the San Francisco Bay Area.

Amber Carillo, representing the U.S Small Business Administration Office of Disaster Recovery, addressed the City Council in person regarding disaster assistance to those affected by the Sea Spray Lane fire.

CONSENT CALENDAR
Motion by Councilmember/Director Jimenez, seconded by Vice Mayor/Vice President Niederhofer, and carried unanimously, 5-0-0, approving the following items on the City/District Consent Calendar:

City/EMID Consent Calendar

1. City/EMID Regular Meeting Minutes of August 17, 2026;

2. City/EMID Special Meeting Minutes of August 19, 2026;

3. City Resolution No. 2026-085, “A Resolution of the City Council of the City of Foster City Approving the Plans and Specifications and Authorizing the Call for Bids for CIP 301-707 Install Rear Security Gates Project; And Finding the Approval Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines §15061(B)(3);”

4. City Resolution No. 2026-086, “A Resolution of the City Council of the City of Foster City Authorizing Amendment No. One (1) in the Amount of $235,366 to Task Order No. IR-2026-01 With Interactive Resources, Inc. for Professional Architecture and Engineering Services for Phase 2 of the Renovate Elevators in City Buildings Project (CIP 301-708) for a Total Amount Not to Exceed $297,198 for Task Order No. IRI2026-01; An Increase of the Project Contingency From $9,000 to $32,500”; and

5. City Resolution No. 2026-087, “A Resolution of the City Council of the City of Foster City Authorizing the Police Department to Purchase a One-Year Maintenance Renewal from Intrado to Maintain the Existing Dispatch Customer Premise Equipment (CPE); And Authorizing Appropriation of $26,266.89 from the General Fund to Account 001-0630-421-4246.”
Item 5.1

ITEMS REMOVED FROM CONSENT CALENDAR

SECOND AMENDMENT TO THE CONCESSION AGREEMENT WITH EDGEWATER

MARINE LLC FOR BOAT RENTAL SERVICES AND EXTENDING THE AGREEMENT THROUGH SEPTEMBER 30, 2028. CITY RESOLUTION NO. 2026-088.

Without objection from the City Council, Mayor Kiesel removed this item from the Consent Calendar at the request of Councilmember Venkat.

Parks and Recreation Director Schweigart presented the staff report.

Michael Terner, owner of Edgewater Marine, LLC, addressed the City Council in person.

Motion by Councilmember Venkat, seconded by Vice Mayor Niederhofer, and carried unanimously, 5-0-0, adopting City Resolution No. 2026-088, “A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute the Second Amendment to the Concession Agreement with Edgewater Marine LLC for Boat Rental Services and Extending the Agreement Through September 30, 2028.”

MEMORANDUM OF UNDERSTANDING WITH SAN MATEO COUNTY REGARDING 1065 EAST HILLSDALE BOULEVARD. MINUTE ORDER NO. 2088.

Without objection from the City Council, Mayor Kiesel removed this item from the Consent Calendar at the request of Councilmember Venkat.

City Manager Chatwin presented the staff report.

Raymond Juballa addressed the City Council via teleconference.

Discussion ensued.

Motion by Councilmember Venkat, seconded by Councilmember Sullivan, and carried unanimously, 5-0-0, adopting Minute Order No. 2088, receiving and accepting the memorandum of understanding with San Mateo County regarding 1065 East Hillsdale Boulevard.

REPORTS
815 SEA SPRAY LANE STRUCTURE FIRE – RESPONSE, RECOVERY, AND EMERGENCY PROCLAMATION CONSIDERATIONS. MINUTE ORDER NO. 2089.

City Manager Chatwin presented the staff report.

The following people addressed the City Council via email:

1. Yasmin Bishop; and

2. Crystal Tilton, President and CEO of the Foster City Chamber of Commerce.

Item 5.1

Kelley Salomaa addressed the City Council in person.

Meenakshi Tripathi addressed the City Council via teleconference.

Discussion ensued.

By Consensus of the City Council, Mayor Kiesel reopened public comment.

The following people addressed the City Council in person:

1. Bridget Michelsen;

2. Irene Shimizu;

3. Elvira Reznikov;

4. Azar Nohadani;

5. Kelley Salomaa;

6. Abdi Tabrizi; and

7. Sam Shimizu.

The following people addressed the City Council via teleconference:

1. Swathi Maddali;

2. Michael Freid; and

3. Meenakshi Tripathi.

Motion by Vice Mayor Niederhofer, seconded by Councilmember Jimenez, and carried, 3-2-0, Councilmember Venkat and Councilmember Sullivan voted “no,” adopting Minute Order No. 2089, receiving and accepting the report on the 815 Sea Spray Lane Structure Fire – Response, Recovery, and Emergency Proclamation Considerations.

Motion by Councilmember Sullivan, seconded by Councilmember Venkat, and carried, 4- 1-0, Vice Mayor Niederhofer voted “no,” directing staff to draft a letter, to be signed by the Mayor, to the Governor of California requesting a proclamation of a State of Emergency.

RECESS. The meeting recessed at 9:25 p.m. and reconvened at 9:30 p.m.

WASTEWATER TREATMENT PLANT MASTER PLAN IMPROVEMENTS PROJECT (CIP 455-652) - CLEAN WATER PROGRAM - UPDATE FOR QUARTER 2 – APRIL THROUGH JUNE 2026. MINUTE ORDER NO. 2090.

Public Works Director Brozyna and Senior Civil Engineer Magno presented the staff report.

Discussion ensued.

Motion by Director Sullivan, seconded by Director Jimenez, and carried unanimously, 5- 0-0, adopting Minute Order No. 2090, receiving and accepting the report on the Wastewater Treatment Plant Master Plan Improvements Project (CIP 455-652) - Clean Water Program - Update for Quarter 2 – April Through June 2026.

Item 5.1

NEW BUSINESS
VOTING DELEGATE AND ALTERNATE FOR LEAGUE OF CALIFORNIA CITIES 2026 ANNUAL CONFERENCE. MINUTE ORDER NO. 2091.

Deputy City Clerk Garcia-Dawson presented the staff report.

Discussion ensued.

Motion by Vice Mayor Niederhofer, seconded by Councilmember Jimenez, and carried unanimously, 5-0-0, adopting Minute Order No. 2091, appointing Mayor Kiesel as Voting Delegate, Vice Mayor Niederhofer as First Alternate, and Councilmember Sullivan as Second Alternate for the League of California Cities 2026 Annual Conference.

RESOLUTIONS FOR ADOPTION
CONTRACT AMENDMENT NO. 4 WITH 4LEAF, INC. FOR ON-CALL BUILDING SERVICES IN THE AMOUNT OF $150,000 INCREASING THE TOTAL AGREEMENT AMOUNT NOT TO EXCEED $1,025,000 AND SUPPLEMENTAL APPROPRIATION OF FUNDS OF $388,081. CITY RESOLUTION NO. 2026-089.

Interim Community Development Director Le presented the staff report.

Discussion ensued.

Motion by Vice Mayor Niederhofer, seconded by Councilmember Sullivan, and carried unanimously, 5-0-0, adopting City Resolution No. 2026-089, “A Resolution of the City Council of the City of Foster City Authorizing the Mayor to Execute Amendment No. 4 to the Existing Agreement with 4LEAF, Inc. (4LEAF) for Professional On-Call Building Services in the Amount of $150,000, Increasing the Total Agreement Amount Not to Exceed $1,025,000 and Approving a Supplemental Appropriation of $388,081 for Building Division Professional Services (Account No. 001-0820-424-4251), Funded from the General Fund Reserves, and Finding the Request Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines 15061(B)(3).” CARRYOVER OF VARIOUS UNSPENT FY 2025-26 BUDGET LINE ITEMS AS SUPPLEMENTAL APPROPRIATIONS TO THE FY 2026-27 BUDGET. CITY RESOLUTION NO. 2026-090. EMID RESOLUTION NO. 3865.

Finance Director Cruz presented the staff report.

Discussion ensued.

Motion by Vice Mayor/Vice President Niederhofer, seconded by Councilmember/Director Jimenez, and carried unanimously, 5-0-0, adopting City Resolution No. 2026-090, “A Resolution of the City Council of the City of Foster City Approving the Carryover of Various Item 5.1

Unspent Fiscal Year 2025-26 Budget Line Items as Supplemental Appropriations to the Fiscal Year 2026-27 Budget” and EMID Resolution No. 3865, “A Resolution of the Board of Directors of the Estero Municipal Improvement District Approving the Carryover of Various Unspent Fiscal Year 2025-26 Budget Line Items as Supplemental Appropriations to the Fiscal Year 2026-27 Budget.”

COMMUNICATIONS
CITY/DISTRICT WARRANT OF DEMANDS. NO ACTION TAKEN.

City/District Warrants ACH were Processed on August 5, 2026, and Warrants of Demands were Processed and Issued on August 13, 2026.

CITY/DISTRICT MANAGER REPORTS, COUNCIL/BOARD STATEMENTS AND

REQUESTS, AND COUNCIL LIAISON REPORTS
City/District Manager Chatwin expressed appreciation to the City Council and staff for their work and dedication serving the public.

Councilmember/Director Venkat stated she attended the Summer Days event held August 14-16. She visited Hillsdale High School on August 21, where they have organized a Community Closet and Peace Pantry to help local families and students in need. On August 27, she received a proclamation recognizing the City as a partner of the San Mateo-Foster City Education Foundation. On August 29, she attended the 60th anniversary celebration of Island United Church, and the Commute.org Strategic Planning Committee meeting on September 2. She requested to agendize a discussion regarding revising the lease agreement with V.B. Golf. The request received the support of Councilmember/Director Sullivan but failed to receive the support of a second Councilmember/Director in order to be agendized.

Councilmember/Director Sullivan stated he attended the City/County Association of Governments of San Mateo County (C/CAG) Airport Land Use Committee meeting and the San Mateo Union High School District Board meeting on August 27. He attended the Parks and Recreation Committee meeting on September 1.

Councilmember/Director Jimenez shared that the San Mateo Consolidated Fire Firefighters’ Association will host their Annual Chili-Cook Off at Central Park in San Mateo on September 12, from 11 a.m. to 4 p.m.

Vice Mayor/Vice President Niederhofer stated she attended the Planning Commission meetings on August 20 and September 3.

Mayor/President Kiesel stated he attended the groundbreaking ceremony for Gilead Science’s new biologics facility on August 27, and the ribbon cutting ceremony for their new research center on September 8. He attended the ribbon cutting ceremonies for Item 5.1

Pilates Soleil Studio on August 23 and Sumo’s Family Jiu Jitsu on September 5 at Edgewater Place Shopping Center.

ADJOURNMENT
Hearing no objection from the City Council/EMID Board, Mayor/President Kiesel adjourned the meeting. Meeting adjourned at 10:11 p.m.

Item 5.1

DATE: September 21, 2026
TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
FROM: Kevin Ortiz, Management Analyst
DEPARTMENT: City Manager
SUBJECT: Funding Agreement with the San Mateo Union High School District for the After School Activity (ASA) Bus Program for the 2026-2027 School Year

RECOMMENDATION
It is recommended that the City Council adopt the attached resolution approving a funding agreement between the City of Foster City (“City”) and San Mateo Union High School District (“District”) for a contribution in the amount of $23,478 to the After School Activity (ASA) Bus Program for the 2026-2027 School Year and authorize the City Manager to execute the funding agreement. Furthermore, it is recommended that the City Council authorize an appropriation in an amount not-to-exceed $23,478 to the City Manager Department Community Benefits Program Fund – Contractual, Professional, and Specialized Services Budget (Account No. 005-0110-413-4251) to fund the contribution.

EXECUTIVE SUMMARY
The District has requested a contribution from the City for the continuation of their ASA Bus Program for the 2026-2027 School Year. The total cost of the program is $46,956, with the City providing 50% of the funding in the amount of $23,478, if approved by the City Council. The ASA Bus Program will transport students who stay after school to participate in sports programs, extracurricular activities, or wish to use the library from San Mateo High School to various stops in Foster City. To continue to support the ASA Bus Program for the 2026-2027 School Year and ensure a safe and sustainable mode Item 5.2

of transportation for students throughout the Foster City community, it is recommended that the City Council approve the attached resolution.

BACKGROUND
During the school year, the last bus to leave San Mateo High School is at 3:55 p.m., making it challenging for any Foster City students who engage in after school extracurricular activities to take regular afternoon bus service. In response, the District began an ASA Bus Program, which operates bus service to Foster City four (4) days a week during athletic seasons (Fall and Spring) and departs from the bus stop on East Poplar Avenue at San Mateo High School at 6:30 p.m. The ASA buses run limited stops, including the following locations within Foster City:

Metro Blvd. & Vintage Park Dr. (at bus stop)
E. Hillsdale Blvd. & Shell Blvd. (at Foster City Library) Brewer Island School
Gull Park
Beach Park Blvd. & Tarpon Street
Marlin Ave. & Foster City Blvd. (at shopping center)
Halsey Blvd. & Beach Park Blvd. (SW Corner)
Edgewater Blvd. & Beach Park Blvd. (on Edgewater, south of Beach Park) Pitcairn Dr. & Santa Catalina Lane
The City Council has historically approved funding contributions which are 50% of the total operating costs to fund the District’s ASA Bus Program. Most recently, the Council approved funding in the amount of $22,208 in FY 2025-2026 for the 2025-2026 School Year. Prior to that, the City Council approved the following funding contributions to help fund the ASA Bus Program in previous fiscal years:
• $21,231 in FY 2024-2025 (50% of the total operating costs) • $21,667.50 in FY 2023-2024 (50% of the total operating costs) • $20,196 in FY 2022-2023 (50% of the total operating costs) • $13,000 in FY 2018-2019 (40% of the total operating costs) • $13,800 in FY 2017-2018 (50% of the total operating costs, pilot year of the ASA Bus Program)

ANALYSIS
On August 3, 2026, the District submitted a funding request to the City for continuation of the ASA Bus Program for the current, 2026-2027 School Year. The request is for a contribution in the amount of $23,478, which would be 50% of the total operating costs ($46,956) of the ASA Bus Program. The projected total days of service for the 2026- Item 5.2

2027 School Year is 129 days, with bus service on four (4) days of the week, excluding Fridays and Minimum Days (Attachment 3). ASA Program bus passes can be purchased during the 2026-2027 School Year at a cost of $353 for the Fall and $386 for the Spring. Students who already ride the school bus and have purchased an Annual Round Trip Pass, an Annual One-Way PM Pass, or a Calendar Monthly Bus Pass will be able to ride the ASA bus at no additional cost. In other words, they will not be required to purchase an additional ASA bus pass to use the ASA bus.

The ridership for the ASA Bus Program is currently only comprised of students who reside in Foster City. Their addresses are checked and confirmed before a bus pass is issued. Students are required to tap their bus pass when they get on the bus for tracking purposes.

The chart below contains program metrics for the last four (4) school years, including the most recent 2025-26 School Year. The data demonstrates an increase in ridership for the ASA Bus Program in recent years.

ASA Bus Program – Annual Ridership Count
• 2022-23 School Year: 1,296
• 2023-24 School Year: 1,502
• 2024-25 School Year: 1,830
• 2025-26 School Year: 2,017
According to the District, the overall estimated operational cost of all Foster City home to school routes is $650,000. The District collects roughly $300,000 from bus pass sales. The District covers the remaining costs associated with the free/reduced rides for students. Foster City contributes approximately $22,000 for the ASA bus program each year.

If approved, the City's one-time contribution would be $23,478 and would assist in the continuation of the ASA Bus Program to further provide safe and reliable transportation for Foster City students participating in after school activities at San Mateo High School.

The management and operation of the ASA Bus Program will be the responsibility of the District. The funding agreement with the District provides that the District will indemnify the City from any injury or property loss related to the program (Attachment 2). The District Board of Trustees intends to schedule the formal adoption of the funding agreement at a future Board meeting.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
Not Applicable
Item 5.2

FISCAL IMPACT
Funding for the ASA Bus Program is traditionally available in the City Manager Department Community Benefits Program Fund. Since the funding request from the District was received after the City’s Final Biennial Budget was adopted, a budget appropriation is required. Specifically, an amount not-to-exceed $23,478 will be appropriated to Account No. 005-0110-413-4251 (Contractual, Professional, and Specialized Services Budget) for the contribution to the ASA Bus Program in FY 2026- 2027.

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

ATTACHMENTS
Attachment 1 – Resolution
Attachment 2 – Funding Agreement
Attachment 3 – ASA Bus Program Projected Cost for 2026-2027 School Year Item 5.2

RESOLUTION NO. _____________

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

APPROVING THE AFTER SCHOOL ACTIVITY (ASA) BUS PROGRAM FUNDING

AGREEMENT BETWEEN THE CITY OF FOSTER CITY AND THE SAN MATEO UNION HIGH SCHOOL DISTRICT FOR A CONTRIBUTION IN THE AMOUNT OF $23,478 TO FUND THE ASA BUS PROGRAM FOR THE 2026-2027 SCHOOL YEAR,

AUTHORIZING THE CITY MANAGER TO EXECUTE THE FUNDING AGREEMENT, AND AUTHORIZING AN APPROPRIATION IN AN AMOUNT NOT-TO-EXCEED $23,478 TO THE COMMUNITY BENEFITS PROGRAM FUND, ACCOUNT NO. 005-0110-413- 4251, TO FUND THE CONTRIBUTION

CITY OF FOSTER CITY
WHEREAS, the City of Foster City (City) wants to continue to provide safe and reliable transportation for Foster City students who participate in after school activities at San Mateo High School; and
WHEREAS, the San Mateo Union High School District (District) provides an After School Activity (ASA) Bus Program to Foster City students picking up at San Mateo High School at 6:30 p.m. and drops students off at nine (9) stops throughout Foster City; and WHEREAS, the District has requested that the City contribute an amount not-toexceed $23,478 for the 2026-2027 School Year; and WHEREAS, funding for the ASA Bus Program is traditionally available in the City Manager Department Community Benefits Program Fund; and WHEREAS, a budget appropriation is required since the funding request from the District was received after the City’s Final Biennial Budget was adopted; and WHEREAS, the City wishes to make a one-time contribution to the District to provide funding in support this ASA Bus Program because it provides a valuable service to children and parents in Foster City and provides an additional broader benefit to the residents of Foster City because the ASA Bus Program reduces individual automobile trips currently required to transport children who will instead use the after school program bus.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Foster City does hereby approve the ASA Bus Program Funding Agreement for the 2026-2027 School Year between the City of Foster City and the San Mateo Union High School District for a one-time contribution payment of $23,478.

Item 5.2

BE IT FURTHER RESOLVED, an appropriation in the amount not-to-exceed $23,478 to the Community Benefits Program Fund, Account No. 005-0110-413-4251, to fund the contribution is hereby authorized.

BE IT FURTHER RESOLVED that the City Council does hereby authorize the City Manager to execute the ASA Bus Program Funding Agreement in the form attached hereto, with minor revisions that may be approved by the City Manager and the City Attorney, and to execute any other necessary documents to effectuate the terms of the Agreement.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 21st day of September, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ART KIESEL, MAYOR
ATTEST:

PRISCILLA SCHAUS, CITY CLERK
Item 5.2

AFTER SCHOOL ACTIVITY (ASA) BUS PROGRAM FUNDING AGREEMENT FOR THE 2026-2027 SCHOOL YEAR

BETWEEN

THE CITY OF FOSTER CITY (CITY)
&

THE SAN MATEO UNION HIGH SCHOOL DISTRICT (DISTRICT)
This agreement is made and entered into on the 21st day of September 2026 (Effective Date), by and between the City of Foster City, hereinafter referred to as “City,” and the San Mateo Union High School District, hereinafter “District.”
WHEREAS, the District has established a bus program to provide transportation for students participating in after school activities (ASA Bus Program); and WHEREAS, the ASA Bus Program will operate four (4) days per week during the Fall and Spring months (excluding Fridays and Minimum Days) during the 2026-2027 School Year; and WHEREAS, the ASA Bus Program will operate a limited-stop bus, which will depart from the bus stop at East Poplar Avenue at San Mateo High School at 6:30 p.m. and make the following stops in Foster City:

Metro Blvd. & Vintage Park Dr. (at bus stop)
E. Hillsdale Blvd. & Shell Blvd. (at Foster City Library) Brewer Island School
Gull Park
Beach Park Blvd. & Tarpon Street
Marlin Ave. & Foster City Blvd. (at shopping center)
Halsey Blvd. & Beach Park Blvd. (SW Corner)
Edgewater Blvd. & Beach Park Blvd. (on Edgewater, south of Beach Park) Pitcairn Dr. & Santa Catalina Lane; and
WHEREAS, the City wishes to make a one-time payment to the District to providing funding in support this ASA Bus Program because it provides a valuable service to children and parents in Foster City and provides an additional broader benefit to the residents of Foster City because the ASA Bus Program reduces individual automobile trips currently required to transport children who will instead use the after school program bus.

NOW, THEREFORE, it is agreed as follows:

1. The City shall provide one-time payment of funds to the District in the amount of Twenty-Three Thousand Four Hundred Seventy-Eight Dollars and No Cents ($23,478.00) to be utilized by the District for the ASA Bus Program for the 2026-2027 School Year. City will pay the contribution amount thirty (30) calendar days after receipt of invoice provided by the District.

2. The City shall bear no liability whatsoever for the management or operation of the ASA Bus Program. District hereby agrees to defend, indemnify, and save harmless City, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost (including, without limitation, costs and Item 5.2

fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, City, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of District, its officers, employees or agents in the performance of any services or work pursuant to this Agreement.

The duty of District to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

3. Insurance. District shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance coverage relating to District’s services to be performed hereunder covering City’s risks in form subject to the approval of the City Attorney and/or City’s Risk Manager. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event shall be as follows:

Insurance Category Minimum Limits
Workers’ Compensation Statutory minimum
Employer’s Liability $1,000,000 per accident for
bodily injury or disease
Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury
and property damage
Automobile Liability $1,000,000 per accident for
bodily injury and property damage (coverage
required to the extent applicable to District’s
vehicle usage in performing services
hereunder)
Concurrently with the execution of this Agreement, District shall, on the Insurance Coverage form provided in Exhibit A, furnish City with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to evidence of commercial general liability and automobile liability insurance coverage, original endorsements:
(a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail;
Item 5.2

(b) Naming the City of Foster City, its Council, officers, boards, commissions, employees, and agents, as additional insureds; and
(c) Providing that District’s insurance coverage shall be primary insurance with respect to City of Foster City, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by City for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of District’s insurance and not contributory with it.

4. Notices sent pursuant to this agreement shall be addressed as follows:

To the City:

Stefan Chatwin, City Manager
City of Foster City
610 Foster City Boulevard
Foster City, CA 94404
To the District:

Randall Booker, Superintendent
San Mateo Union High School District
650 N. Delaware Street
San Mateo, CA 94401
[Signatures on Next Page]
Item 5.2

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
Dated:

Stefan Chatwin, City Manager
ATTEST:

Dated:

Priscilla Schaus, City Clerk

APPROVED AS TO FORM
Dated:

Benjamin L. Stock, City Attorney

SAN MATEO UNION HIGH SCHOOL DISTRICT
Dated:

By: Randall Booker, Superintendent
Item 5.2

EXHIBIT A

INSURANCE FORMS
District shall provide, in addition to the Certificates of Insurance, original Endorsement(s) affecting the coverages specified in Section 3 - INSURANCE of the Agreement on the attached form or similar form acceptable to the City.

ATTACHED

1. Sample Insurance Coverage Form
Item 5.2

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 (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 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 abovenamed 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: ________________________________ Item 5.2

San Mateo Union High School District
Randall Booker, Superintendent
Kirk Black, Ed.D., Deputy Superintendent, Human Resources and Student Services Yancy Hawkins, CPA, Associate Superintendent Chief Business Officer Julia Kempkey, Ed.D., Assistant Superintendent of Curriculum and Instruction After School Activity Bus Calendar
San Mateo High School (ASA)
2026-2027
Projections for the 2026-2027 SMHS After School Activity Bus • Total Days of Service – 129 / Projected cost per day - $364.00 o Provided Service – Monday, Tuesday, Wednesday & Thursday; Leave Time: 6:30 PM o Will not provide service – Fridays or Minimum Days
o Dates are provided by Principal Yvonne Shiu
o Fall Service: 8/17/2026 – 12/10/2026 Spring Service: 1/6/2027 - 5/13/2027 Month Days of Service Cost Per Month
August 9 $3,276.00
September 17 $6,188.00
October 16 $5,824.00
November 14 $5,096.00
December 7 $2,548.00
Fall Totals 63 $22,932.00
January 11 $4,004.00
February 15 $5,460.00
March 16 $5,824.00
April 16 $5,824.00
May 8 $2,912.00
Spring Totals 66 $24,024.00
Year End Totals 129 $46,956.00
City of Foster City 50% $23,478.00
SMUHSD 50% $23,478.00
650. N. Delaware Street, San Mateo, CA 94401 | www.smuhsd.org | 650-558-2299 Item 5.2

DATE: September 21, 2026
TO: Mayor and Members of the City Council
VIA: Stefan Chatwin, City Manager
Marlene Subhashini, Assistant City Manager
FROM: Derek Schweigart, Parks and Recreation Director
Tiffany Oren, Recreation Manager
DEPARTMENT: Parks and Recreation
SUBJECT: License Agreements for Early Education Services, Ceramics Studio Operations, and Café Operations at the Foster City Community Center

RECOMMENDATION
It is recommended that the City Council adopt three resolutions:
 Approving the License Agreement with Bright Minds Collective LLC dba Bright Horizon Chinese School for operation of the Community Center Early Education Room.
 Approving the License Agreement with Clayroom San Mateo LLC for operation of the Community Center Ceramics Studio.
 Approving the License Agreement with C2c Coffee Co. LLC dba Kaizen & Coffee for operation of the Community Center Café.

Each resolution would also authorize the City Manager to execute the respective agreements and any minor, non-substantive revisions approved by the City Attorney.

EXECUTIVE SUMMARY
In February 2026, the City Council approved the Foster City Community Center (FCCC) Business Operations Plan, which identified partnerships with qualified operators as a key Item 5.3

component of the Community Center's operating model. As part of that direction, staff issued Requests for Information (RFIs) for Early Education Operations, Ceramics Studio Operations, and Community Center Café Operations to identify experienced partners to provide these services.

Staff received proposals for each operational area and conducted a competitive evaluation process to determine which proposals best aligned with the FCCC Business Operations Plan goals and offered the highest service level potential. The process included proposal review, interviews with shortlisted operators, supplemental information requests, and negotiations. Based on that process, staff selected Bright Minds Collective LLC dba Bright Horizon Chinese School for Early Education Services, Clayroom San Mateo LLC for Ceramics Studio Operations, and C2c Coffee Co. LLC dba Kaizen & Coffee for Community Center Café Operations.

The proposed license agreements establish the terms under which each operator will provide services within the Community Center, including operational expectations, financial terms, maintenance responsibilities, and insurance requirements. These partnerships will serve as anchors within the building by, expanding recreational and community services, enhancing the visitor experience, and providing ongoing and reliable revenue streams to help offset operating costs while allowing the City to maintain oversight of each partnership.

Approval of these agreements will allow the selected operators to begin operations within the new Community Center while providing new educational, arts, and food service opportunities for the community.

BACKGROUND / ANALYSIS
Community Center Business Operations Plan
On February 17, 2026, City Council approved the FCCC Business Operations Plan. The Plan recognized that certain program areas—including Early Education, Ceramics, and Café Operations—could be successfully operated through qualified private partners while remaining under City oversight. Staff was directed to issue Requests for Information (RFIs), evaluate qualified operators, negotiate agreements, and return to City Council with recommended partnerships for approval.

Request for Information Process
Date Milestone
February 2026 City Council approved the Community Center Business Operations Plan and staff issued RFIs for Early Education, Ceramics Studio, and Café Operations.

March 2026 Staff received 12 proposals across the three operational areas.

Item 5.3

April–May 2026 Staff evaluated proposals and identified finalists.

May-June 2026 Finalists participated in interviews and submitted supplemental information.

June-July 2026 Staff negotiated business terms and license agreements with the selected operators.

September 2026 Proposed agreements presented to the City Council for approval.

The evaluation process considered each respondent's qualifications, operating experience, proposed business model, financial viability, ability to meet the City's program objectives, and overall fit for the Community Center. Following interviews and negotiations, staff identified one operator for each program area and negotiated the proposed license agreements.

Early Education Agreement
The Early Education Operations RFI sought a qualified partner to provide high-quality early education programming within the new Community Center. Staff received four proposals and conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations.

Proposals Received
Bright Minds Collective LLC dba Bright Horizon Chinese School Build Learn Thrive
Building Kidz
Foster City Community Center Preschool
Based on that process, staff selected Bright Minds Collective LLC, doing business as Bright Horizon Chinese School (BHCS), as the preferred operator. BHCS has been part of the Foster City community for more than 20 years and has an established history of providing educational and enrichment programs for local families. Their proposal aligned well with the City's vision for the Community Center by offering an early education program that complements existing City recreation services.

The proposed agreement provides BHCS with a three-year license to operate the Community Center's dedicated Early Education classroom. BHCS will pay the City a monthly license fee of $5,500 in Year 1, $6,100 in Year 2, and $6,500 in Year 3. The City will provide ordinary utilities, janitorial services, and refuse service, with actual utility and shared service costs subject to review after the first full year. The agreement also establishes maintenance responsibilities, insurance requirements, and programming and operational expectations. Staff believes the agreement provides a balanced framework that supports high-quality programming while protecting the City's interests.

Item 5.3

Ceramics Studio Operations Agreement
The Ceramics Studio Operations RFI sought a qualified operator to provide ceramic arts programming, open studio opportunities, and related services within the new Community Center. Staff received two proposals and conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations.

Proposals Received
Clayroom
ENJOY Ceramics
Based on that process, staff selected Clayroom San Mateo LLC as the preferred operator.

Clayroom demonstrated extensive experience operating community ceramics studios and offering classes for all skill levels. Its proposal aligned with the City's goal of expanding access to ceramics programming through classes, workshops, and open studio opportunities while creating a welcoming studio for residents of all ages and experience levels.

The proposed agreement provides Clayroom with a three-year license to operate the Community Center's Ceramics Studio, with the option to extend the term for up to two additional two-year periods. Clayroom will pay the City 10% of gross receipts or a minimum monthly license fee of $2,000 in Year 1, $2,500 in Year 2, and $3,000 in Year 3, whichever is greater. Clayroom will also contribute a proportionate share toward Common Area Maintenance (CAM) costs and reimburse the City for electricity used to operate the kilns. The agreement establishes additional responsibilities for programming, maintenance, insurance, and other operational requirements. Staff believes the agreement provides a balanced framework that expands ceramics programming and services while protecting the City's interests.

Café Operations Agreement
The Community Center Café Operations RFI sought a qualified operator to provide café services that enhance the overall visitor experience and serve Community Center patrons, program participants, and the surrounding community. Staff received six proposals and conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations. One proposer ultimately withdrew from consideration.

Proposals Received
Andy’s Cafe
Butter and Rose
C2c Coffee Co. LLC dba Kaizen and Coffee
Item 5.3

Made out of Dough
Nina’s Cafe
Piccadilly Catering and Event Solutions (subsequently withdrew) Based on that process, staff selected C2c Coffee Co. LLC, doing business as Kaizen & Coffee, as the preferred operator. Kaizen & Coffee demonstrated a strong understanding of the Community Center's vision and proposed a café concept that complements the facility's programming while creating a welcoming gathering space within the Community Center for residents and visitors. Its approach emphasized quality food and beverage service, community connection, and integration with Community Center programs and activities, which aligned well with the City's goals for the new facility.

The proposed agreement provides Kaizen & Coffee with a five-year license to operate the Community Center Café, with the option to extend the term for up to two additional two-year periods. Kaizen & Coffee will pay the City 5% of gross receipts or a minimum monthly license fee of $3,000, whichever is greater. The operator will also reimburse the City for submetered electricity and pay a proportionate share of common area maintenance and utility costs. The agreement also provides non-exclusive access to the small commercial kitchen to support café operations and other City-approved activities.

Staff believes the agreement will create an active gathering space within the Community Center while providing convenient food and beverage service for visitors and protecting the City’s interests.

Together, these agreements implement the partnership approach outlined in the Community Center Business Operations Plan and will expand the services available at the new Community Center. Staff believes these partnerships will complement City recreation programs, enhance the visitor experience, and support the Community Center as a vibrant and welcoming community gathering place.

CALIFORNIA ENVIRONMENTAL QUALITY ACT
In July 2023, the City of Foster City, in accordance with the requirements of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines adopted by the Secretary of Resources, and the City of Foster City Environmental Review Guidelines, prepared an Initial Study and Mitigated Negative Declaration (SCH # 20231009) with Standard Conditions and Mitigation Monitoring and Reporting Program (SCAMMRP), and CEQA Findings (IS/MND) for the Recreation Center Rebuild Project. No further review under CEQA is necessary as the uses of the Foster City Community Center and the License Agreements for an early education program, cafe and a ceramic studio are consistent with the project considered under the IS/MND and the Addendum. No substantial changes are proposed in the project which will require revisions of the previous MND, nor substantial changes to the circumstances under which the project is Item 5.3

being undertaken which will require major revisions to the MND, nor is there any new information of substantial importance, which was not known at the time the MND was approved pursuant to CEQA Guidelines section 15162.

FISCAL IMPACT
The proposed agreements will generate ongoing revenue to the City through license fees, revenue-sharing, monthly minimum guarantees, and utility reimbursements, as applicable. These partnerships will also reduce the City's direct operating responsibilities for early education, ceramics, and café services while expanding amenities available to Community Center users. The financial terms were negotiated to balance community access, quality service delivery, and responsible stewardship of City resources. The financial terms of each agreement are included in the attached license agreements.

Based on the anticipated commencement dates and minimum guaranteed payments, the agreements are estimated to generate approximately $95,000 in revenue in FY 2026-27 and $136,000 in FY 2027-28. Actual revenue may be lower or higher based on gross receipts from the ceramics and cafe operations.

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

ATTACHMENTS
Attachment 1 – Resolution Approving Bright Horizon Chinese School License Agreement
Attachment 2 – Bright Horizon Chinese School License Agreement Attachment 3 – Resolution Approving Clayroom License Agreement Attachment 4 – Clayroom License Agreement
Attachment 5 – Resolution Approving Kaizen & Coffee License Agreement Attachment 6 – Kaizen & Coffee License Agreement
Item 5.3

RESOLUTION NO.________

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

AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT WITH

BRIGHT MINDS COLLECTIVE LLC DBA BRIGHT HORIZON CHINESE SCHOOL FOR

EARLY EDUCATION SERVICES AT THE FOSTER CITY COMMUNITY CENTER

CITY OF FOSTER CITY
WHEREAS, the City of Foster City is constructing a new Community Center to provide expanded recreational, educational, cultural, and community services for residents; and
WHEREAS, on February 17, 2026, the City Council approved the Foster City Community Center Business Operations Plan, which identified partnerships with qualified operators as an important component of the Community Center's operating model; and
WHEREAS, pursuant to the Business Operations Plan, the City issued a Request for Information (RFI) for Early Education Services to identify a qualified operator for this program area; and
WHEREAS, staff conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations; and WHEREAS, based on that process, staff recommends entering into a License Agreement with Bright Minds Collective LLC dba Bright Horizon Chinese School; and WHEREAS, in July 2023, the City of Foster City, in accordance with the requirements of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines adopted by the Secretary of Resources, and the City of Foster City Environmental Review Guidelines, prepared an Initial Study and Mitigated Negative Declaration (SCH # 20231009) with Standard Conditions and Mitigation Monitoring and Reporting Program (SCAMMRP), and CEQA Findings (IS/MND) for the Recreation Center Rebuild Project. No further review under CEQA is necessary as the uses of the Foster City Community Center and the License Agreements for an early education program, cafe and a ceramic studio are consistent with the project considered under the IS/MND and the Addendum. No substantial changes are proposed in the project which will require revisions of the previous MND, nor substantial changes to the circumstances under which the project is being undertaken which will require major revisions to the MND, nor is there any new information of substantial importance, which was not known at the time the MND was approved pursuant to CEQA Guidelines section 15162; and WHEREAS, the City Council has reviewed the proposed License Agreement and finds that it will expand services available at the Community Center, enhance the visitor Item 5.3

experience, and support the City's vision for the new facility while maintaining appropriate City oversight.

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

1. Approves the License Agreement with Bright Minds Collective LLC dba Bright Horizon Chinese School for operation of the Early Education Program at the Foster City Community Center for a three-year term.

2. Authorizes the City Manager to execute the License Agreement, substantially in the form presented to the City Council, with any non-substantive revisions approved by the City Attorney.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 21st day of September 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________________

ART KIESEL, MAYOR
ATTEST:
_______________________________________

PRISCILLA SCHAUS, CITY CLERK
Item 5.3

1 4928-2053-5989 v2

LICENSE AGREEMENT BASIC

LICENSE INFORMATION
License Date: ________, 2026, for reference purposes only City: City of Foster City, a general law city
City's Address: City of Foster City
610 Foster City
Boulevard
Foster City, CA 94404
Tel: (650) 286-3220
Attn: City Manager
Licensee: Bright Minds Collective LLC, dba Bright Horizon Chinese School (BHCS)
Licensee's Address: Bright Horizon Chinese School (BHCS) 901 Crane Ave
Foster City, CA 94404
Tel: (650) 620-0299
Email: [email protected]; [email protected]
Attn: Sixu Hu
License Area: The three-room preschool within the Foster City Community Center property at 650 Shell Blvd., Foster City, California 94404. The preschool includes an approximately 930 square foot main room, an approximately 140 square foot storage area, a dedicated restroom, and an approximately 600 square foot dedicated fenced in patio area adjacent to the preschool. The License Area is depicted in Exhibit A, and is referred to herein as the “Preschool” or the “License Area”. The building comprising the Community Center is depicted on Exhibit A-1 and is referred to herein as the “Community Center”.

Length of Term: Thirty-Six (36) Months
Commencement Date: September 22, 2026
Expiration Date: September 21, 2029
License Fee: 9/22/26 to 9/21/27: $5,500 monthly
9/22/27-9/21/28: $6,100 monthly
9/22/28-9/21/29: $6,500 monthly
Security Deposit: $5,500
Permitted Use: Preschool / Transitional Kindergarten or Kindergarten Afterschool Programming
Brokers: None
Exhibits A - License Area
B - Rules and Regulations
Item 5.3

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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this day of 2026 ("Agreement'), by and between the CITY OF FOSTER CITY, a California municipal corporation ("City"), and BRIGHT MINDS COLLECTIVE LLC, DBA BRIGHT HORIZON CHINESE SCHOOL (BHCS), a California limited liability company ("Licensee").

1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, City hereby grants permission to Licensee to carry out the Permitted Uses within the License Area all as described herein below ("License").

2. LICENSE AREA:

2.1 License Area. Subject to the terms and conditions of this License, Licensee may occupy those areas as specified in the Basic License Information, as depicted on Exhibit A attached hereto and incorporated herein ("License Area"). The License Area has the address specified in the Basic License Information.

2.2 Common Area. In addition to the License Area, and subject to the rules and regulations attached hereto as Exhibit B, Licensee shall have the non-exclusive right, in common with any other members of the public and licensees of the Community Center to use the common areas of the Community Center which are open to the public ("Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, students, and visitors, in common with City and all other occupants of the Community Center, members of the public, and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Area from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by Licensee and dispose of such items. Licensee and Licensee's employees, agents, suppliers, students, and visitors’ use of the Common Area shall be subject to the same rules and regulations applicable to members of the public; no special privileges or licenses are afforded hereunder.

2.3 No Representations. Licensee accepts the License Area in "AS-IS" condition "WITH ALL FAULTS" without any representations or warranties by City, and with no obligation of City to make alterations or improvements to the License Area. Licensee acknowledges that neither City nor any agent of City has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee's business. City shall not be liable for any latent or patent defects in the License Area. If required for the conduct of Licensee's business, Licensee shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Foster City. This shall include, but not be limited to, any necessary fire sprinkler upgrades, compliance with the ADA (defined in Section 6) and any other requirements mandated by the Certificate of Occupancy.

2.4 City's Reserved Rights. City hereby reserves the right, and at any time and from time to time, without the same constituting an actual or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the Community Center, and Common Area within and around the Community Center and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public parts of the Community Center and parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of the exterior Common Area. Without limiting the foregoing, City Item 5.3

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reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and equipment for services to the License Area or other part of the Community Center which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Community Center which are located within the License Area or located elsewhere in the Community Center. In connection with any of the foregoing activities, City shall use reasonable efforts to minimize any interference with Licensee's use of the License Area and shall not, without the prior written approval of Licensee, (a) materially change the location, size or configuration of the License Area; or (b) do anything which would have a material and adverse effect on access to the License Area, or ingress and egress to the License Area. No rights to any view or to light or air over any property, whether belonging to City or any other person, are granted to Licensee by this License.

2.5 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the property which the Community Center occupies, or any portion thereof, or any exclusive right or special status to negotiate or purchase. This Agreement grants a limited revocable license upon specified terms and no more.

3. TERM:

3.1 Generally. The term of this License ("Term") shall commence on September 22, 2026 ("Commencement Date") and terminate on September 21, 2029 ("Expiration Date").

3.2 Emergency Termination. In the event of a natural disaster, epidemic, pandemic, war, civil disobedience or other emergency situation; the Community Center may be used or required or ordered to be used by a federal/state/county or city agency requiring use of all or a portion of the Community Center. In such event, this Agreement may be terminated by City immediately, and if a termination occurs, City shall not be liable to Licensee for any loss or expenses that Licensee or its employees, agents, students, clients, visitors, and consultants may incur as a result of the termination and Licensee hereby expressly releases City from any such liability related thereto.

3.3 Early Termination. City may terminate this Agreement during the Term, in the sole discretion of the City Manager, by providing Licensee with ninety (90) days’ prior written notice.

Licensee may terminate this Agreement during the Term by providing City with ninety (90) days’ prior written notice. The exercise of Licensee’s termination right under this Section shall not constitute a default under this Agreement.

Any termination pursuant to this Section shall not become effective until the completion of the then-current academic semester or summer camp session, as applicable, during which the applicable notice period expires, to allow currently enrolled students to complete their scheduled programs. The parties acknowledge that Licensee operates educational programs requiring advance enrollment, staffing, licensing, and family planning, and that the notice and transition period provided herein is intended to allow for an orderly transition. Licensee shall remain responsible for all License Fees, Additional Fees, and any other obligations accrued through the effective date of termination. Upon termination, City shall return any unused portion of the Security Deposit to Licensee in accordance with Section 4.6 of this Agreement

4. LICENSE FEES:

4.1 Base License Fee. The fee for use of the License Area during the Term Item 5.3

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shall be the amount specified in the Basic License Information. The license Fee shall be paid without prior notice or demand. The License Fee shall be paid no later than the 1st day of each month. The License Fee shall be paid to the City of Foster City at 610 Foster City Boulevard, Foster City, CA 94404 and sent to the attention of the City Manager or such other place as City shall direct. If the Term commences on a day other than the first day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period. If the Term ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one thirtieth of the monthly License Fee for each day of the period.

4.2 Condition Precedent. As a condition precedent to the effectiveness of this Agreement, on or before Licensee's execution of this Agreement, Licensee shall pay to City any unpaid Licensee Fees and Additional Fees, including such unpaid License Fees and Additional Fees due from Licensee prior to the commencement of the Term of this Agreement.

4.3 Additional Fees. As used in this License, the term "Additional Fees" shall mean all sums of money that are due and payable by Licensee under the terms of this Agreement, other than the base License Fee. The term "Fees," as used herein, shall mean the License Fee, Additional Fees, and all other amounts payable hereunder from Licensee to City. Unless otherwise specified herein, all Fees, except the Base License Fee, which is due as stated above, shall be due and payable by Licensee on or before the date that is thirty (30) days after billing by City.

4.4 Late Charge and Interest. The late payment of any Fees will cause City to incur additional costs, including administration and collection costs and processing and accounting expenses ("Delinquency Costs"). If City has not received any installment of Fees within five (5) days after such amount is due, Licensee shall pay a late charge of ten percent (10%) of the delinquent amount immediately. The ten percent (10%) late charge represents a reasonable estimate of the Delinquency Costs incurred by City. City and Licensee recognize that the damage which City shall suffer as a result of Licensee's failure to pay such amounts is difficult to ascertain and said late charge is the best estimate of the damage which City shall suffer in the event of late payment. City's acceptance of late License Fees, partial License Fees, late Additional Fees, other Fees, and late charges does not equate with a waiver of Licensee's default with respect to the overdue amount or prevent City from exercising any rights and remedies available under this Lease and/or by operation of Law.

4.5 Security Deposit. The cash sum specified in the Basic License Information, shall be deposited with City concurrently with Licensee’s execution of this License (“Security Deposit”). City shall hold the Security Deposit as security for the performance of Licensee’s obligations under this Agreement. Licensee is not entitled to any interest on the Security Deposit and City shall not be liable therefor. If Licensee defaults on any provision of this Agreement, City may, at its election and without prejudice to any remedy it has under this Agreement or by operation of Law, apply all or part of the Security Deposit to: (i) Fees or other sums then due and owing under this Agreement; (ii) reasonable costs incurred by City to repair physical damage to the Premises directly caused by Licensee, its officers, agents, employees, independent contractors, subcontractors, invitees, students, customers, assignees or sublicensees, beyond ordinary wear and tear.

Prior to applying any portion of the Security Deposit, City shall provide Licensee with written notice describing the basis for the deduction and reasonable supporting documentation of the amounts claimed. In the event of an act of bankruptcy by or insolvency of Licensee or the appointment of a receiver for Licensee or general assignment for the benefit of Licensee’s creditors, the Security Deposit shall be deemed immediately assigned to City.

Item 5.3

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4.6 Restoration of Security Deposit; Return of Security Deposit. If City applies any portion of the Security Deposit during the Term, Licensee shall, within ten (10) days after demand by City, deposit with City an amount sufficient to restore the Security Deposit to its original amount. If Licensee performs every provision of this Agreement to be performed by Licensee, the unused portion of the Security Deposit, if any, shall be returned to Licensee or the last assignee of Licensee’s interest under this Agreement within thirty (30) days following the expiration of the Term or earlier termination of the Agreement.

4.7 Transfer of Security Deposit; Assignment or Encumbrance of Security Deposit. If City disposes of its interest in the Premises, City may deliver the remaining Security Deposit to City’s successor in interest in the Premises and thereupon be relieved of further responsibility with respect to the Security Deposit. City shall provide written 30 days’ notice to Licensee of such transfer, including the identity and contact information of the successor in interest responsible for holding the Security Deposit. Licensee may not assign or encumber the Security Deposit without the prior written consent of City. Any attempt to do so shall be void and shall not be binding on City.

4.8 Reduction of Fees due to Emergency. Notwithstanding section 10.2(c), in the event of a fire or other casualty which causes the License Area to be unfit or unavailable for occupancy (“Damaged Property”), the Licensee may submit a written request and the City, in its sole discretion, may grant a reduction of the Base License Fee, on a square footage basis during the time and to the extent any portion of the License Area is unfit or unavailable for occupancy. If the Damaged Property is caused by the negligence or willful misconduct of Licensee or Licensee’s invitees or agents, then this section shall not apply. Nothing stated herein would prohibit the City from terminating this Agreement in accordance with Sections

3.2 or 3.3.

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes
(a) Personal Property and Possessory Interest Taxes. Licensee shall pay all Taxes (as hereinafter defined) levied or imposed against the License Area or Licensee's personal property or trade fixtures placed by Licensee in or about the License Areas during the Term ("Personal Property Taxes"). In addition, if the interest created by this Licensee is subject to property taxation under the laws of the State of California, the party in whom the possessory interest is vested shall be subject to the payment of the taxes levied on such interest. This notice is included in this license pursuant to the requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California.
(b) Payment. Licensee shall pay the Personal Property Taxes or possessory interest taxes in accordance with the instructions of the taxing entity. Licensee shall pay the Personal Property Taxes, if any, originally imposed upon City, upon City's election, either (a) annually within thirty (30) days after the date City provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by City based upon the previous year's tax bill. City shall provide Licensee with written notice and reasonable documentation, including any applicable tax assessment or statement from the taxing authority, before requiring Licensee to pay any Personal Property Taxes or possessory interest taxes. All Personal Property Taxes originally imposed upon City and payable by Licensee with respect to the License Area shall be prorated on a per diem basis for any partial tax year included in the Term. Licensee's obligation to pay Taxes during the last year of the term shall survive the expiration or termination of this License.

Item 5.3

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5.2 Operating Expenses. All costs of management, operation, maintenance, insuring and repair of the (i) structural elements of the Community Center (including the roof); (ii) Common Area maintenance; and (iii) costs of City's property insurance, if any, are "Operating Expenses". During the Term, City shall not assess Licensee any such Operating Expenses, unless the same were incurred as a result of the actions or inactions of Licensee, Licensee’s invitees or anyone in the control of Licensee, in which event such costs may be charged to Licensee as Additional Fees.

6. USE: COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee may use the License Area to operate a duly licensed preschool and/or transitional kindergarten or kindergarten afterschool program substantially similar to the proposal submitted to the City and including “Key Attributes” identified on Exhibit C hereto ("Permitted Use") and for no other purposes without the express written consent of City. Licensee acknowledges that neither City nor any agent of City, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee's business.

6.2 Compliance with Laws. Licensee shall comply with all laws, ordinances, rules, regulations and codes, of all municipal, county, state and federal authorities, including the Americans with Disabilities Act, as amended (42 U.S.C. Section 12-1 et seq. [the “ADA”], and the California Child Day Care Act, as amended (Health and Safety Code §§ 1596.70 et seq.) (collectively, "Laws") pertaining to Licensee's use and occupancy of the License Area and its Permitted Use. Licensee shall not commit, or suffer to be committed, any waste upon the License Area, or any public or private nuisance, or other act or thing that disturbs the quiet enjoyment of any other occupants or surrounding neighborhoods.

7. UTILITIES:

7.1 Payments for Utilities and Services. City shall be responsible for paying for ordinary costs of water, sewer, gas, and electrical service throughout the term. City will provide janitorial services which will clean the Preschool in the evening on business days, and for refuse to be collected from Community Center dumpsters, which Licensee may use. The License Fee is intended to compensate City for the foregoing expenses. Licensee will daily sweep the Preschool, clean surfaces, and maintain the Preschool in a tidy condition. Licensee shall contract directly with and shall pay all charges at its sole cost for internet, telephone, security and monitoring services furnished to the License Area, if required by Licensee. Licensee shall be conscientious in its use of utilities, seek to conserve water and energy where feasible, and shall not engage in acts of waste. Licensee shall reimburse City for excess charges in the event Licensee's water or utility usage is determined to be unreasonable in the sole, but reasonable discretion of the City Manager. Licensor shall provide Licensee with notice of the excess usage and documentation of the usage records. Following the first full year of operations, the parties may review actual utility usage and shared operating costs, including janitorial and refuse services, and discuss whether any adjustments to the License Fee or cost-sharing arrangement are appropriate.

Any such adjustments shall require the mutual written agreement of the parties. Nothing in this paragraph is intended to alter the indemnification provision in Section 10.1 below, or the maintenance and repair obligations of the Parties.

7.2 No Liability of City. Except in the case of City's gross negligence or willful misconduct, in no event shall City be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of any service or utility provided to the License Area, whether resulting from any change, failure, interference, disruption or defect in supply or character of the service or Item 5.3

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utility provided to the License Area, or arising from the partial or total unavailability of the service or utility to the License Area, from any cause whatsoever, or otherwise, nor shall any such failure, inadequacy, change, interference, disruption, defect or unavailability constitute an actual or constructive eviction of Licensee, or entitled Licensee to any abatement or diminution of License Fees or otherwise relieve Licensee from its obligations under this License.

8. MAINTENANCE AND REPAIR OF LICENSE AREA; ALTERATIONS:

8.1 Maintenance and Repair by Licensee;

8.1.1 Licensee Maintenance. Except as otherwise described in Section

8.2, Licensee shall, at its sole cost and expense, maintain the License Area in good repair and in a neat and clean condition (ordinary wear and tear, casualty and condemnation excepted), including making all necessary repairs and replacements as a result of any damage caused by Licensee's use of the License Area. Licensee's repair and maintenance obligations include, without limitation, repairs to: (i) floor coverings; (ii) interior partitions; (iii) doors; (iv) interior side of demising walls; (v) fire life safety equipment, such as smoke detectors and fire alarms, installed solely for Licensee's operations and not part of the Community Center's building-wide systems; (vi) kitchens; (vii) plumbing and similar facilities located within or exclusively serving the License Area, AC units or swamp coolers, only to the extent such repairs are required due to damage caused by Licensee’s use, negligence, or misuse; (viii) telephone and data equipment and cabling; and (ix) landscaping within the Preschool patio area. Licensee shall use the License Area with reasonable care to avoid damage or excessive wear and tear.

8.1.2 Licensee Repair. Licensee shall further, at its own costs and expense, repair or restore any damage or injury, ordinary wear and tear excepted, to all or any part of the non-structural portions of the License Area and utility lines exclusively servicing the License Area caused by Licensee or Licensee's agents, employees, invitees, licensees, students, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) Licensee's use of the License Area, and (ii) the moving of any property into or out of the License Area.

8.1.3 Storage. Licensee shall not use hallways or kitchen areas for storage and shall keep hallways clear at all times.

8.1.4 Licensee Equipment & Furnishings. Licensee shall, at its own cost and expense, maintain any furnishings, equipment, or other personal property brought within the License Area, including without limitation, any items introduced to provide shade on the Preschool patio. All such items shall be removed by Licensee at the end of the Term or earlier expiration or termination of this Agreement.

8.2 City Maintenance and Repair. City shall maintain in good repair, provided such repairs are not necessitated by the actions or inactions of Licensee, Licensee’s invitees or anyone in the employ or control of Licensee: (a) the structural elements of the Community Center, including structural elements of exterior walls and foundations; (b) building-wide systems serving the License Area; and (c) the Common Area. Licensee hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Licensee shall immediately give City written notice of the need for repair of the items for which City is responsible. If Licensee or Licensee's invitees or anyone in the employ or control of Licensee caused any damages necessitating such repair, then Licensee shall pay to City the cost thereof, immediately upon demand therefor. Except as otherwise expressly set forth in this Agreement, Licensee waives any right to terminate this Agreement or offset or abate its License Fee by reason of any failure of City Item 5.3

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to make repairs to the License Area or Community Center.

8.3 City Equipment.
(i) City Equipment List. The License Area may come furnished with certain City equipment or furnishings (“City Equipment”). Prior to the Commencement Date, City shall provide a list of such City Equipment to Licensee (“City Equipment List”) which includes the date the City Equipment is due to be replaced. City has set aside funds under its equipment replacement fund to replace City Equipment on the replacement date. City shall replace City Equipment on the City Equipment List at the scheduled time at City’s sole cost. (ii) Licensee Responsibilities. Licensee shall be responsible for routine care, maintenance and repair of City Equipment during the Term at Licensee’s sole cost. If the City Equipment which is required for Licensee operations fails, breaks down or is damaged beyond repair, due to no fault of Licensee, and requires replacement during the Term, the City shall replace the City Equipment at its sole cost. Choice of replacement equipment shall be in the sole discretion of City. Licensee will reasonably cooperate with City to the extent any City Equipment is under warranty with the manufacturer.

8.4 Alterations. Licensee shall not make or suffer to be made any alterations, additions, or improvements (collectively, “Alterations”) to or of the License Area, or any part thereof, without first obtaining the written consent of City. City may withhold its consent in its sole and absolute discretion, or alternatively may impose conditions on its approval in its sole and absolute discretion. City conditions may include, without limitation, conditions relating to: (i) compliance with applicable law, (ii) City review of plans, specifications, and permits, (iii) minimizing interference with others using the Community Center, (iv) hours of operations on the improvement work, (v) insurance, bonds, and Licensee indemnification of City, and (vi) whether the improvements will become part of the realty and will become City’s property at the end of the Term, or will need to be removed from the License Area at the end of the Term at Licensee’s sole cost.

9. ENVIRONMENTAL PROTECTION PROVISIONS:

9.1 Hazardous Materials. "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive problems, and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority in the state in which the License Area is located or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Station is located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. "Hazardous Materials Laws" shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer's instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.

9.2 Reportable Uses Required Consent. Except as permitted in this Section 9, Licensee hereby agrees that Licensee and Licensee's officers, employees, representatives, Item 5.3

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agents, contractors, subcontractors, successors. assigns, vendors, concessionaires, invitees and any other occupants of the License Area (for purposes of this Section 9, referred to collectively herein as "Licensee's Representatives") shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the License Area or transport to air from the License Area without the express prior written consent of City, which consent may be limited in scope and predicated on strict compliance by Licensee of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by City {or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the License Area. In connection therewith, Licensee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Licensee or any of Licensee's Representatives of Hazardous Materials on the License Area, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the License Area. The foregoing notwithstanding, Licensee may use ordinary and customary materials reasonably required to be used in the course of the Permitted Use, ordinary office supplies (copier toner, liquid paper, glue, etc.), common household cleaning materials, and gasoline and oil in vehicle tanks, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the License Area or neighboring property to any meaningful risk of contamination or damage or expose City to any liability therefor.

9.3 Remediation Obligations. If at any time during the Term, any contamination of the License Area by Hazardous Materials shall occur where such contamination is caused by the acts or omission of Licensee or Licensee's Representatives ("Licensee's Contamination"), then Licensee, at Licensee's sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the License Area or the groundwater underlying the License Area to the extent required to comply with applicable Hazardous Materials Laws. Licensee shall not take any required remedial action in response to any Licensee's Contamination in or about the License Area or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Licensee's Contamination without first obtaining the prior written consent of City, which may be subject to conditions imposed by City as determined in City's sole discretion.

Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the License Area or the risk of harm to human health, safety or security caused by the Licensee Contamination. City and Licensee shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this License. In addition to all other rights and remedies of City hereunder, if Licensee does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Licensee's Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Licensee's Contamination within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse City within fifteen (15) business days of City’s demand for reimbursement of all amounts reasonably paid by City (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by City of the amounts demanded. Licensee shall promptly deliver to City copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the License Area as part of Licensee's remediation of any Licensee's Contamination. The foregoing notwithstanding, "Licensee's Contamination" shall not refer to or include any Hazardous Materials that were not dearly introduced to the License Area by Licensee or Licensee's Representatives. As an example, if lead dust or asbestos is found on the License Area, unless there is clear evidence that Licensee introduced those Hazardous Materials to the License Area, those Hazardous Materials shall not Item 5.3

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be considered "Licensee's Contamination," and it shall not be Licensee's responsibility to take remedial action relating to such Hazardous Materials. Moreover, Licensee shall not be responsible for any Hazardous Materials that were present in, on, or below the License Area before Licensee occupied the License Area.

9.4 City's Inspection Right. City shall have the right to inspect the License Area for compliance with environmental, safety, and occupational health laws and regulations, regardless of whether City is responsible for enforcing or complying with them. Licensee shall have no claim against City, or any officer, agent, employee, contractor or subcontractor of City by reason of entrance of such City officer, agent, employee, contractor or subcontractor onto the License Area, provided such inspection is undertaken as reasonably as possible so as not to disrupt or interfere with the Permitted Use. Except in the event of an emergency, City shall provide Licensee with at least forty-eight (48) hours' prior notice and an opportunity to have a representative present at any inspection.

9.5 Hazardous Materials Indemnity. In addition to any other provisions of this License, Licensee shall, and does hereby agree, to indemnify and hold harmless City from any costs, expenses, liabilities, fines or penalties resulting from discharges, emissions, spills, storage or disposal resulting from Licensee's Contamination, giving rise to liability, civil or criminal, or any other action by Licensee or its contractors, employees, agents, or assigns giving rise to responsibility under any Hazardous Materials Laws. Licensee's obligations hereunder shall apply whenever City incurs costs or liabilities for Licensee's Contamination as provided hereunder. This provision shall survive the expiration or termination of this License.

10. INDEMNITY AND WAIVER OF CLAIMS:

10.1 Licensee Indemnification. Licensee shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to this Agreement (collectively "Losses") that arise out of, pertain to, or relate to (i) the breach of this Agreement by Licensee, or (ii) the negligence, recklessness, or willful misconduct of Licensee or Licensee’s employees, agents, students, clients, visitors, or consultants, defend, indemnify, and hold harmless City, its officials, officers, employees and agents ("City Related Parties"), except to the extent the Losses are attributable to City Related Parties' gross negligence or willful misconduct. Licensee shall defend City Related Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to City Related Parties.

10.2 Waiver of Claims. Except in the event of City's or City Related Parties' own gross negligence or willful misconduct, City shall not be liable to Licensee and Licensee waives all claims against City and City Related Parties for any injury or damage to any person or property, or death of any person, occurring or incurred in connection with or in any way relating to the License Area from any cause. Without limiting the foregoing, neither City nor any City Related Party shall be liable for and there shall be no abatement of Fees for (a) any damage to Licensee's property stored with or entrusted to any City Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or (c) any injury or damage to person or property resulting from fire, explosion, steam, electricity, leakage, defects of sprinklers, wires, appliances, plumbing, air conditioning or light fixtures, water or rain that may blow onto the License Area from the streets or other surfaces or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other occupants or other visitors to the License Area or from any other cause whatsoever, (d) any diminution or shutting off of light, air or view by any structure that may be erected on lands adjacent to the License Area or (e) any latent or other defects in the License Area. City shall not be liable for any damages arising from any act or neglect of any other licensee or occupant, if any, of the Premises or the Property or City's failure to enforce the terms of any agreements with parties other than Licensee. Licensee agrees that in Item 5.3

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no case shall City or any City Related Party or Licensee be responsible or liable to the other on any theory for any injury to such parties' business, loss of profits, loss of income or any other form of consequential, punitive or incidental damage, except as otherwise provided in Section 10.1.

Licensee has assumed the foregoing risks as a material part of the consideration to City.

10.3 Survival/No Impairment. The obligations of Licensee under this Section 10 shall survive any termination of this License. The foregoing indemnity obligations shall not relieve any insurance carrier of its obligations under any policies required to be carried by either party pursuant to this License, to the extent that such policies cover the peril or currents that results in the claims that is subject to the foregoing indemnity.

11. INSURANCE: Licensee shall procure and maintain for the duration of the License insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee's operation and use of the License Area. The cost of such insurance shall be borne by Licensee.

11.1 Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $1,000,000 products and completed operations aggregate. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The policy shall allow and be endorsed as primary and not seek contribution from the City's coverage. The policy(s) shall provide and be endorsed to include the City, its officers, officials, employees, agents, volunteers, and the Estero Municipal Improvement District ("EMID") as additional insureds on ISO Form CG 20 10 or CG 20 26 (or equivalent).

The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID. Coverage shall state that Licensee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (ii) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or if Licensee has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note– required only if auto is used in performance of work). The policy shall provide and be endorsed that the City, its officers, officials, employees, agents, volunteers, and EMID are included or named as additional insureds. The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID.
(iii) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID.
(iv) Professional Liability: Licensee shall maintain
professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the minimum amount of $1,000,000 per claim Item 5.3

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and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the Commencement Date, and Licensee agrees to maintain continuous coverage through a period of no less than three (3) years after expiration or termination of this Agreement.
(v) Sexual Abuse or Molestation (SAM) Liability: If the License includes contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Licensee shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $100,000 per occurrence or claim and $300,000 aggregate. The full policy limits shall be available under the policy and not be shared with any other type of claim. Defense costs shall be paid outside the policy limits. (vi) The Insurance Company shall agree to waive all rights of subrogation against the City of Foster City, its elected or appointed officers, officials, agents, volunteers, and employees for losses paid under the terms of any policy which arise from work performed by a Licensee employee for the Licensee. This provision also applies to the Licensee’s Workers’ Compensation policy.

The policies must each name the City of Foster City, and the Estero Municipal Improvement District (“EMID”) (located at 650 Shell Blvd., Foster City, CA 94404) as certificate holders.

City of Foster City, EMID, and each of their elected and appointed officials, employees, volunteers, and agents must be named as Additional Insured on the General Liability policy on a primary and non-contributory basis. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions.

If Licensee maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified; or (2) the broader coverage and maximum limits of any insurance policy or proceeds available to Licensee, whichever is greater. No representation is made that the minimum insurance requirements are sufficient to cover the obligations of Licensee.

11.2 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) Notice of Cancellation. Each required insurance policy shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice has been given to the City, except that ten (10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium. If a carrier will not provide the required notice of cancellation, Licensee shall provide written notice to the City of cancellation no later than five (5) business days before cancellation. (ii) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VI, unless otherwise acceptable to City.
(iii) Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, either: Licensee shall obtain coverage to reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, Item 5.3

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and volunteers; or Licensee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(iv) Verification of Coverage. Prior to the Commencement Date, Licensee shall furnish City with certificates of insurance evidencing compliance with the insurance requirements above. All required endorsements shall be attached to the certificates, including additional insured, waiver of subrogation, and primary and noncontributory coverage endorsements. Licensee shall provide complete or certified copies of all required insurance policies if requested by the City. (v) Special Risks or Circumstances. City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

12. PROHIBITION AGAINST TRANSFERS: Licensee shall not assign, sublicense, hypothecate, or transfer this License or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The forgoing notwithstanding, Licensee may Transfer, with notice but without City's consent, to an entity (i) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Licensee; (ii) in connection with a merger, consolidation, non-bankruptcy reorganization or government action; or (iii) in connection with the acquisition or transfer of all or substantially all of Licensee's stock or assets (each a "Permitted Transfer'').

13. SURRENDER: Upon the expiration or earlier termination of the License, Licensee shall surrender the License Area clean, free of debris and, in substantially the same condition as at the commencement of the Term, reasonable wear and tear excepted, and clear of all liens and encumbrances created by any action or inaction of Licensee. City shall not be responsible for the value, preservation or safekeeping of Licensee's property that is not removed by Licensee from the License Area. Licensee shall pay City, upon demand, the expenses and storage charges incurred for any such property. If Licensee fails to remove Licensee's property from the License Area, upon the expiration or earlier termination of the License, City may deem all or any part of Licensee's property to be abandoned and, at City's option, title to Licensee's property shall vest in City or City may dispose of Licensee's property in any manner City deems appropriate.

14. NONDISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable conduct, Licensee agrees that harassment or discrimination directed toward a City employee, or contractor, or employees, or Licensee's employee or contractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Licensee agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

15. SUBMISSION OF NOTICES: All notices, demands, requests, consents, or approvals which may or are required to be given by either party to the other shall be in writing and shall be deemed given upon (i) personal delivery or transmission by facsimile or electronic mail (unless delivery occurs on a Sunday or holiday, in which case notice will be deemed given on the next-succeeding business day), or (ii) refusal of delivery during normal business hours when sent by United States Certified or Registered Mail, postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service at the party's respective Notice Address(es) set forth in the Basic License Information. Any party may from time to time designate an alternate Item 5.3

14 4928-2053-5989 v2
and/or additional address by notice.

16. CONDITION OF LICENSE AREA: The License Area is delivered to Licensee by City "as is, where is," and, as such, City makes no warranty as to such facilities and property either as to their usability generally or as to their fitness for any particular purpose. Except as expressly stated in this Agreement, no promises of City to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by City to Licensee, and City shall have no obligation to repair or maintain License Area.

17. DEFAULT:

17.1 Events of Default. The occurrence of any of the following shall constitute a "Default' by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by City within five (5)'days after written notice that it is past due. (ii) Licensee violates the restrictions on Transfer set forth in Article

12. (iii) Licensee ceases doing business as a going concern; makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors' rights; all or substantially all of Licensee's assets are subject to judicial seizure or attachment and are not released within sixty (60) days, or Licensee consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Licensee or for all or any substantial part of Licensee's assets. (iv) Licensee fails to perform or comply with any provision of this Agreement other than those described in (i) through (iii) above, and does not fully cure such failure within five (5) business days after notice to Licensee or, if such failure cannot be cured within such five (5) business-day period, Licensee fails within such five (5) business-day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within sixty (60) days of such notice.

17.2 Remedies. Upon Default by Licensee, City shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy City may have under this License and at law or in equity, have the ability to immediately terminate the License and Licensee's right to use the License Area. Upon notice of any such termination, Licensee shall vacate and discontinue its use of the License Area and City may take any and all actions to enforce Licensee's obligations.

17.3 City's Right to Perform Licensee's Obligations. If Licensee is in Default of any of its non-monetary obligations under this Agreement, in addition to the other rights and remedies of City provided herein, then City may at City's option, but without any obligation to do so and without further notice to Licensee, perform any such term, provision, covenant or condition or make any such payment and, except in the case of its gross negligence or willful misconduct, City by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If City performs any of Licensee's obligations hereunder in accordance with this Section 17.3, the reasonable costs and expense incurred or the payments so made shall be immediately be owed by Licensee to City, and Licensee shall promptly pay to City upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by City the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.

Item 5.3

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17.4 Severability. This Article 17 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.

18. WAIVER OF RELOCATION ASSISTANCE: Except in the event of a taking of the License Area by or under the threat of eminent domain, Licensee acknowledges that upon the expiration or earlier termination of the Term it will not be a displaced person or business and therefore waives any and all rights, benefits or privileges of the California Relocation Assistance Law, California Government Code Sections 7260 et seq. or under any similar state or federal law, statute or ordinance now or hereinafter in effect.

19. 2025 RECREATION SERVICES AGREEMENT: City of Foster City Parks and Recreation and Bright Horizon Chinese School previously entered into an agreement titled “Agreement for Recreation Services Agreement for Contract Instructors” dated April 8, 2025 (“2025 Agreement”). Nothing in this Agreement is intended to supersede or amend the 2025 Agreement, or document performance thereunder. The 2025 Agreement pertains to operations at a different facility and remains in full force and effect, to the extent it has not otherwise been terminated or expired under its own terms.

20. MISCELLANEOUS:

20.1 Entire Agreement. This Agreement, including all exhibits hereto, constitutes all of the covenants, conditions and agreements between and among the parties and shall supersede all prior correspondents, agreements and understandings, both verbal and written.

20.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by City and Licensee.

20.3 Severability. If any provision of this Agreement, or its application to any person or circumstance, is held invalid by any court, the invalidity or inapplicability of such provision shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so modified by and in response to such invalidation would be unreasonable or grossly inequitable under all of the circumstances or would frustrate the fundamental purposes of this Agreement. Without limiting the forgoing, if any applicable federal or state law prevents or precludes compliance with any material term of this Agreement, the parties shall promptly modify, amend, or suspend this Agreement, or any portions of this Agreement, to the extent necessary to comply with such provisions in a manner which preserves to the greatest extent possible the benefits to each of the parties to this Agreement before such conflict with federal or state law.

20.4 Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.

20.5 Broker's Commissions. City and Licensee each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker in the negotiating or making of this License. Each party agrees to indemnify and hold harmless the other from any claim or claims, and costs and expenses, including attorneys' fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this License as a result of the actions of the indemnifying party.

20.6 Attorneys' Fees. In the event either party to this Agreement institutes an action, arbitration or proceeding to interpret or enforce any of the terms hereof, or to obtain money Item 5.3

16 4928-2053-5989 v2
damages the prevailing party shall be entitled to recover from the other, in addition to costs and judgment as ordered by the court, its reasonable attorneys' fees, together with out-of-pocket expenses.

20.7 Access by City. In addition to access provided by this License, City shall be allowed access to the License Area at all reasonable times throughout the term of this License, for any reasonable purpose upon prior written notice to Licensee. City will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter the License Area, unless the entry is reasonably required on an emergency basis for safety, environmental, operations or security purposes. Licensee shall ensure that a telephone roster is maintained at all times for oncall persons representing Licensee who will be available on short notice, 24 hours a day, 365 days per year, and have authority to use all keys necessary to gain access to the License Area to facilitate entry in time of emergency. Licensee shall ensure that City has a current roster of such on-call personnel and their phone numbers. Licensee shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing to City one set of keys there for. All keys must be returned to City at the expiration or termination of this License. licensee shall have no claim against City for exercise of its rights of access hereunder.

20.8 OFAC Certification. Licensee represents, warrants and covenants that: (a) Licensee and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated and Blocked Person" or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Licensee acknowledges that the breach of this representation, warranty and covenant by Licensee shall be an immediate Default under the Lease.

20.9 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, City hereby discloses that the License Area has not undergone inspection by a Certified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53.

20.10 Rules and Regulations. Licensee shall faithfully observe and comply with the non-discriminatory rules and regulations attached hereto as Exhibit B and incorporated herein by this reference, as the same may be modified from time to time by City. Any additions or modifications to those rules shall be binding upon Licensee upon City's delivery of a copy to Licensee.

20.11 Further Assurances. All parties agree to cooperate fully and execute any and all supplementary documents and take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

20.12 Time. Time is of essence of every provision herein contained in this Agreement.

20.13 Captions. All captions and headings in this Agreement are for the purpose of reference and convenience and shall not limit or expand the provisions of this Agreement.

20.14 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. All actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts located within the County of San Mateo, State of California.

20.15 Authority. If Licensee is a corporation, limited liability company, partnership, Item 5.3

17 4928-2053-5989 v2
trust, association or other entity, Licensee and each person executing this License on behalf of Licensee does hereby covenant and warrant that (a) Licensee is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Licensee has and is duly qualified to do business in California, (c) Licensee has full corporate, company, partnership, trust, association or other power and authority to enter into this License and to perform all Licensee's obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this License on behalf of Licensee is duly and validly authorized to do so. Upon execution hereof and at City's request, Licensee shall provide City with written evidence substantiating the authority of the person(s) executing this Agreement on behalf of Licensee to bind Licensee to this Agreement.

Item 5.3

18 4928-2053-5989 v2

20.16 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, City and Licensee have respectively signed and sealed this License as of the day and year first above written.

LICENSEE:

BRIGHT MINDS COLLECTIVE LLC DBA

BRIGHT HORIZON CHINESE SCHOOL
(BHCS), a California limited liability
company
By: Sixu
Hu
Managing Member
Date:

CITY:

CITY OF FOSTER CITY, a
general law City
By:

Stefan Chatwin
City Manager
Date:

Approved as to form:

By:

Benjamin L. Stock
City Attorney
Item 5.3

Exhibits
4928-2053-5989 v2

EXHIBIT A - LICENSE AREA
Item 5.3

Exhibits
4928-2053-5989 v2
EXHIBIT A-1

ILLUSTRATION OF COMMUNITY CENTER
Item 5.3

Exhibits
4928-2053-5989 v2

EXHIBIT B

RULES AND REGULATIONS
Licensee shall faithfully observe and comply with the following Rules and Regulations. City shall not be responsible to Licensee for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other Licensees or occupants of the Community Center. In the event of any conflicts between the Rules and Regulations and other provisions of this License, the latter shall control.

1. City will set hours of operation for the Community Center and will notify Licensee of the hours. Licensee may access and operate within the License Area outside of these hours using the exterior access door to the License Area, provided Licensee has notified City of its intended hours of operation and expected uses outside of normal Community Center hours.

2. City shall have the right to control and operate the public portions of the Community Center and the public facilities, as well as facilities furnished for the common use of the Licensees, in such manner as it deems best for the benefit of all licensees generally.

3. No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area without the prior written consent of City. This prohibition shall include any portable signs or vehicles placed within the parking lot, Common Area or on streets adjacent thereto for the purpose of advertising or display. City shall have the right to remove any such unapproved item without notice and at Licensee's expense. Any and all signs must be posted in compliance with the City of Foster City’s Municipal Code’s rules concerning signs.

4. Machinery, equipment and apparatus belonging to Licensee which causes noise or vibration that may be transmitted to the Common Area or other concessions within the Community Center to such a degree as to be objectionable to City or other licensees or to cause harm to the Community Center, shall be placed and maintained by Licensee, at Licensee's expense, on vibration eliminators or other devices sufficient to eliminate the transmission of such noise and vibration. Licensee shall cease using any such machinery which causes objectionable noise and vibration which cannot be sufficiently mitigated.

5. All goods, including materials used to store goods, delivered to the License Area shall be immediately moved into the License Area and shall not be left in parking or exterior loading areas overnight. Deliveries must be coordinated with City staff.

6. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substances of any kind whatsoever shall be thrown therein. The expense of the repair of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Licensee who, or whose employees, agents, visitors or licensees shall have caused the same.

7. Licensee shall cooperate fully with City to ensure the effective operation of the Community Center's air conditioning systems, if applicable. If Licensee shall so use the License Area that noxious or objectionable fumes, vapors and/or odors are created, then Licensee shall provide proper ventilation equipment for the discharge of such fumes, vapors and odors so that they shall not enter into the air conditioning system or be discharged into other vents or flues of the Community Center or annoy any of the other Licensees of the Community Center or adjacent properties. The design, location and installation of such equipment shall be subject to the City's approval. Soiled diapers, if any, shall be stored in a manner which mitigates odor to the fullest extent possible.

Item 5.3

Exhibits
4928-2053-5989 v2

8. All window coverings installed by Licensee and visible from the outside of the Community Center require the prior written approval of City.

9. The sashes, sash doors, skylights, windows and doors that reflect or admit light or air into the halls, passageways or other public places in the Community Center shall not be covered or obstructed by Licensee.

10. Licensee shall not overload the floor of the License Area.

11. No awnings or other projections over or around the windows or entrances of the License Area shall be installed by any Licensee without the prior written consent of City.

Reasonably sized, well-kept umbrellas or other reasonable, well-maintained items to provide shade to students and staff are permitted on the Preschool patio area.

12. Licensee hereby acknowledges that City shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the License Area closed.

13. No auction, liquidation, fire sale, going out of business or bankruptcy sale shall be conducted in or about the License Area without the prior written consent of City.

14. No Licensee shall use or permit the use of any portion of the License Area for living quarters, sleeping apartments or lodging rooms.

15. Licensee, Licensee's agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking. Licensee, Licensee's agents, employees, contractors, licensees, or visitors may make use of public parking at the Community Center just as other members of the public may, and subject to the same rules and regulations of members of the public. No parking privileges of any kind are included in the License.

16. If the License Area are or become infested with vermin as a result of the use or any misuse or neglect of the License Area by Licensee, its agents, employees, contractors, visitors or licensees, Licensee shall forthwith, at Licensee's expenses, cause the same to be exterminated from time to time to the satisfaction of City and shall employ such licensed exterminators as shall be approved in writing in advance by City.

17. Licensee shall not use the name of the Community Center for any purpose other than as the address of the business to be conducted by Licensee in the License Area, nor shall Licensee use any picture of the Community Center in its advertising, stationary or in any other manner without the prior written permission of City. City expressly reserves the right at any time to change said name without in any manner being liable to Licensee therefor.

18. Licensee, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules, property around the Community Center or any Common Area for the purpose of smoking tobacco products or for any other purposes, nor in any way obstruct such areas, and shall use them only as a mean of ingress and egress from the License Area.

19. Licensee or Licensee's employees are expected to conduct themselves in a professional manner with the public and staff. The City of Foster City has a zero tolerance Item 5.3

Exhibits
4928-2053-5989 v2
harassment policy. This policy prohibits harassment or discrimination because of an individual’s protected classification. Protected classification includes sex, race, religious creed, color, national origin or ancestry, physical or mental disability, medical condition, marital status, age or sexual orientation. Harassment refers to behavior which is not welcomed, is personally offensive to the victim and a reasonable person, and interferes with the individual’s ability to participate in a program, effectively carry out the duties of his/her position.

20. City reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in City's judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, Common Area and Community Center, and for the preservation of good order therein, as well as for the convenience of other occupants and Licensees thereof.

City may waive any one or more of these Rules and Regulations for the benefit of any particular Licensee, but no such waiver by City shall be construed as a waiver of such Rules and Regulations in favor of any other Licensee, nor prevent City from thereafter enforcing any such Rules and Regulations against any or all Licensees of the Community Center. Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition for its use of the License Area.

Item 5.3

Exhibits
4928-2053-5989 v2
Exhibit C
Key Preschool Attributes

1. Includes flexible morning enrichment for ages 2-6.

2. Includes Transitional Kindergarten / Kindergarten afterschool program.

3. Foster City residents will receive each of the following priority and benefits:
a. Priority registration window — one-week early access before open enrollment;
b. Resident discount — 5% on all program fees; verification via utility bill, lease, or government-issued ID;
c. Waitlist priority — residents placed ahead of non-residents within the same application tier; and
d. City coordination — resident priority policies communicated clearly in all program-facing materials.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 1

BRIGHT HORIZON CHINESE SCHOOL
Response to Request for Information
Early Education Operations
Foster City Community Center · 650 Shell Blvd, Foster City, CA 94404 Acknowledges: Addendum No. 1 (March 4, 2026)
Submitted March 20, 2026

SUBMITTED TO
Tiffany Oren, Recreation Manager
Foster City Parks & Recreation
670 Shell Blvd, Foster City, CA 94404
[email protected]

SUBMITTED BY
Bright Horizon Chinese School (BHCS)
[email protected]
[email protected]
bhcskids.com
CONFIDENTIAL · This document contains proprietary business information submitted in response to the City of Foster City RFI for Early Education Operations.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 2
Executive Summary
BHCS offers the City a proven, community-rooted early education partner — over 20 years serving Foster City families, 20 confirmed students on Day 1, and a program infrastructure that is operational from Day 1.
• Day 1 enrollment certainty: 20 confirmed TK/K students ensure full launch with zero ramp-up risk on the core afternoon program.
• Proven operator with over 20 years of service: Active Foster City concessionaire with an established family base, maintained program continuity and stabilized enrollment through a recent management transition, and zero startup risk. • Inclusive by design: Multilingual enrichment curriculum, invited specialty instructors representing diverse cultural traditions, resident priority enrollment, and 5% resident discount.
• Seamless TK–Grade 5 pathway: Early Education Room (EER) + Annex creates a fully integrated system requiring no additional City coordination. • Predictable flat rent, at market by Year 2: EER program space rent steps from $66,000 in Year 1 (91% of market) to $78,000 in Year 3+, reaching at-market by Year 2 and 107% of market by Year 3.
• DDS vendorization (January 2026): BHCS is a vendored provider within California’s DDS regional center system, supporting access for children with developmental disabilities.
• New community resource: Flexible morning enrichment for ages 2–6 fills an affordability gap no existing Foster City provider currently addresses. • Operationalized family infrastructure: BHCS Portal (live since August 2025), Parent Advisory Board, twice-yearly conferences, and structured complaint resolution — already running, not aspirational.

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Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 3

1. Cover Letter & Organizational Overview
Dear Tiffany and the Foster City Parks & Recreation Team, BHCS submits this proposal as a ready-to-launch, financially proven, and community-rooted partner for early education at the new Community Center. We bring 20 confirmed TK/K students on Day 1, a flat program space rent that reaches 101% of the storage-inclusive market benchmark by Year 2 and 107% by Year 3 (generating combined three-year City revenue exceeding $644,000), a long-standing concessionaire relationship with Foster City Parks & Recreation, and a program infrastructure — staffing, family systems, and community partnerships — that is already operational. We are prepared to activate this space successfully from opening day and look forward to discussing this proposal further.

Respectfully submitted,
Sixu Hu · Bright Horizon Chinese School (BHCS) · March 20, 2026 Organization at a Glance
Organization Bright Horizon Chinese School (BHCS)
Years in operation Over 20 years as a Foster City Parks & Recreation concessionaire
Current enrollment ~70 afterschool students + 30+ in enrichment and day camp programs throughout the year
Current program focus Academic enrichment, Mandarin cultural immersion, school readiness, and community engagement
Leadership (since May 2025) Jun Zhu (Teacher Mimi), Program Director · Lu Xue, Compliance & Operations Officer · Sixu Hu, Finance &
Development Officer
Current location 3 portable classrooms near the Foster City Vibe Teen Center + 1 early education room at the Foster City Vibe Teen Center Proposed EER model (this
RFI)
Early Education Room at the new Community Center —
morning enrichment (ages 2–6) and TK/K afterschool
program. Complements BHCS’s existing Annex operation
(Grades 1–5) to create a seamless TK–Grade 5 pathway.

Contact [email protected] · [email protected] · bhcskids.com Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 4

2. Program Approach
2a. Two-Program Model Overview
The Early Education Room hosts two complementary programs across the full operating day, each with its own schedule, enrollment model, and fee structure.

Time Program Target families Fee structure
8:00 AM –
12:30 PM
Morning Enrichment
(flexible, session-based)
Families seeking flexible
enrichment for children
ages 2–6
$30–$35/session
average
12:30 PM –
6:00 PM
TK/K Afterschool
Program (ongoing
enrollment)
Families enrolled in BHCS
ongoing afterschool
~$950/month
(2026–27)
2b. Morning Enrichment Program — A New Community Resource Full-day licensed preschool in the Bay Area averages $2,000–$3,000 per month. BHCS’s Morning Enrichment Program offers a meaningful alternative: a flexible, session-based enrichment model for children ages 2–6, designed to complement, not replace, full-day childcare. Two to three sessions run each morning, with a 1:8 staff-to-child ratio. During July the room expands to six sessions per day, maximizing utilization year-round.

All instruction is accessible to children of all language backgrounds. Cultural and language enrichment — drawing on Mandarin, Spanish, and other languages — is woven through the curriculum as one thread among many. The program launches with a soft opening in Fall 2026, projecting approximately 3 students per session in the first semester, growing to 5–8 by end of 2026–27 and 8–12 per session during 2027–28. Andrea Du, the lead teacher, has six years of direct experience designing and delivering enrichment programming for children ages 2–6.

Invited specialty instructors in international cultural arts, music, chorus, and kids’ yoga will broaden the program’s reach.

Critically, the morning enrichment program carries no incremental fixed staffing cost at softlaunch volumes: Andrea Du is already deployed as TK Lead for the afternoon program, and the space is already open and maintained during morning hours. The morning block is incremental revenue against a cost base that exists regardless of enrichment enrollment. 2c. TK & Kindergarten Afterschool Program
BHCS’s TK and Kindergarten programs transition to the new Community Center in Fall 2026 with 20 confirmed students — 9 from the current TK cohort advancing to Kindergarten, plus 11 new enrollments from BHCS’s waitlist. With the Early Education Room secured, we project enrollment growing to near full capacity of 32 students (12 TK + 20 K). The afternoon program runs 12:30–6:00 PM and includes homework support, Mandarin enrichment, arts, and outdoor play. The program is designed to be accessible to children of all backgrounds; Mandarin is woven through daily routines as cultural enrichment alongside English-language instruction. 2d. Curriculum — Seven Pillars for Ages 2–6
BHCS’s curriculum is organized around seven pillars addressing all four core developmental domains — social, emotional, cognitive, and physical — in every session: Physical Movement & Health, Cognition, Cultural Exploration & Social Studies, Emotional Health (Color Zones framework), Language Arts (multilingual), Arts & Crafts, and STEM. See Exhibit C for full pillar descriptions.

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Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 5
2e. Educational Philosophy & Inclusion
BHCS believes every child deserves access to enriching, joyful early learning regardless of family income, language background, or ethnicity. Inclusion commitments: instruction accessible to children of all language backgrounds; Mandarin embedded as cultural enrichment alongside English-language instruction; culturally responsive content reflecting Foster City’s full diversity; flexible session pricing and resident discounts; family communications in English and Mandarin; and staff trained in differentiated instruction and universal design for learning. 2f. Program Calendar & Hours
Day Program hours Notes
Monday–Friday 8:00 AM – 6:00 PM Full operating day: morning enrichment + TK/K afterschool
Saturday
(proposed)
8:00 AM – 5:00 PM Enrichment workshops, cultural events, and community programming
Sunday Closed Per Community Center schedule
2g. Alignment with First 5 San Mateo County Priorities
BHCS’s program is explicitly designed around First 5 San Mateo County’s framework, addressing all four core developmental domains in every session. Concrete examples: lead teachers complete structured developmental observation records aligned to California Kindergarten Readiness areas; the Color Zones self-regulation framework gives children concrete tools for emotional readiness — one of the strongest early predictors of kindergarten success; and DDS vendorization (January 2026) enables formal coordination with regional centers for children with developmental disabilities. BHCS intends to enroll in Quality Counts San Mateo County during the first contract year and maintains a referral pathway to Help Me Grow San Mateo County. See Exhibit A for full developmental alignment detail.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 6

3. Staffing Plan
3a. Leadership Team
Role Person Programs Responsibilities
Program
Director
Jun Zhu (Teacher
Mimi)
ECE-qualified; CPR/First
Aid; 20 yrs Fortune 500
mgmt; 12 yrs Preschool
Director
Both EER and
Annex
Curriculum oversight, program
quality, staff supervision, family
communication. First-call
substitute for any lead role.

Compliance &
Operations
Lu Xue
Elementary Math Teacher;
former data analytics
professional; CPR/First
Aid
Both EER and
Annex
Safety protocols, regulatory
compliance, City coordination,
facility operations.

Finance &
Development
Sixu Hu
Founder, Foster Horizon
(Foster City community
nonprofit); Strategy &
Finance executive
Both EER and
Annex
Enrollment, billing, financial
management, community
partnerships.

Curriculum design advisor: Lori Watanabe — credentialed SMFCSD Lead Teacher, 20+ years in early childhood education, Foster City resident. Advises on developmental alignment and school readiness continuum.
3b. Instructional Staff — Early Education Room
A 1:8 staff-to-child ratio is maintained at all times. Staffing scales with enrollment through the ramp period.

Role Name Qualifications Status
Lead Teacher —
Morning Enrichment
& TK
Andrea Du BA Education/ECE;
CPR/First Aid;
Mandarin/English bilingual
Current BHCS TK Lead
Teacher
K Lead Teacher To be
confirmed
BA Education/ECE;
CPR/First Aid; bilingual
with strong Englishlanguage classroom
experience
Recruiting (target: July
15, 2026). See Section
3d.

Instructional Aide —
Morning
Catherine
Feng
12+ ECE units; CPR/First
Aid; Mandarin/English
bilingual
Current BHCS Staff
Instructional Aide —
Afternoon
Xiaoyin Sun 12+ ECE units; CPR/First
Aid; Mandarin/English
bilingual
Current BHCS Kinder
Lead Teacher
Early Childhood
Curriculum Advisor
Lori
Watanabe
20+ years ECE;
credentialed SMFCSD
Lead Teacher
Currently Engaged
Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 7
3c. Substitute Coverage
Tier 1 — Internal: Teacher Mimi (Program Director) is the first call for any unplanned absence and is qualified to cover any lead teacher or aide role across both blocks. Lu Xue supports STEM instruction. Annex staff provide additional backup.

Tier 2 — Substitute pool: At least 3 pre-screened, background-checked substitutes oriented prior to first assignment. Families are notified via text and email. If staffing ratios cannot be maintained, families receive advance notice and a make-up session or prorated credit. 3d. Hiring Timeline & Launch Readiness
Andrea Du (Morning Lead + TK Lead), Catherine Feng (Morning Aide), and Xiaoyin Sun (Afternoon Aide) are currently employed by BHCS and confirmed for Fall 2026. The K Lead Teacher position is actively being filled, with a target hire date of July 15, 2026. Until that role is filled, Xiaoyin Sun, BHCS’s current K Lead Teacher, who is already familiar with the student cohort, provides direct bridge coverage and will mentor the incoming hire through their first semester.

The open search reflects a deliberate program quality decision: BHCS’s instructional model prioritizes bilingual fluency with strong English-language instruction, and the incoming K Lead must reflect that balance. While Xiaoyin Sun is highly qualified, she is Mandarin-primary.

Aligning language of instruction with program identity is a non-negotiable standard. Teacher Mimi provides additional coverage as needed, ensuring no gaps in supervision. All staff complete LiveScan fingerprinting and background checks prior to any contact with children. 3e. Professional Development
• Quarterly all-staff training days — curriculum alignment, child safety, trauma-informed practices
• Annual CPR/First Aid recertification for all program staff • New teacher coaching — individualized support from Teacher Mimi in first semester, with structured observation and feedback cycles
• Quality Counts San Mateo County — BHCS intends to enroll during the first contract year
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Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 8

4. Health & Safety Plan
4a. Daily Safety Protocols
• Secure keycard entry — preschool entrance secured; no unauthorized access during program hours
• Sign-in/sign-out — all children signed in and out by authorized adults; photo ID required for first pickup
• Authorized pickup list — maintained in BHCS Portal; if an unauthorized adult requests a child, staff decline release, notify the Program Director, contact the custodial parent, and if unresolved, contact Foster City Police
• Visitor log — all non-staff adults entering the classroom are logged • Health screening — staff observe children at arrival; symptomatic children separated and families contacted immediately
4b. Emergency Procedures
• Emergency action plan maintained on-site; reviewed at orientation and annually • Fire and evacuation drills conducted monthly
• Shelter-in-place and lockdown protocols aligned with Community Center procedures • Emergency contacts for all enrolled children maintained in real-time in BHCS Portal • Incident reports completed within 24 hours for any injury, illness, or safety concern 4c. Illness Management & Licensing
BHCS follows San Mateo County Public Health exclusion guidelines (fever 100.4°F+, vomiting, diarrhea, or suspected communicable illness; excluded until symptom-free 24 hours without medication). BHCS operates as a non-licensed enrichment model per Addendum No. 1.

Insurance coverage meets all RFI minimums: Commercial General Liability ($1M/occurrence), Professional Liability, Workers’ Compensation, and Sexual Abuse & Molestation coverage, with the City of Foster City/EMID named as additional insured.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 9

5. Facility Use Plan
5a. Classroom Setup
The 930 sq ft classroom serves children ages 2–6 across both program blocks — flexible enrichment studio in the morning, two grade-separated learning environments in the afternoon.

Core elements: two movable whiteboards; movable room dividers for TK/K separation; five+ large stackable child-height tables (32-student whole-group capacity); stackable child-height chairs; reconfigurable play areas with mats. The 140 sq ft storage room manages supplies and rest mats. BHCS maintains a $2,000 annual FF&E replacement reserve. Final layout developed collaboratively with City staff after construction access. 5b. Morning-to-Afternoon Transition
Transition runs 12:00–12:30 PM. The lead teacher manages pickup at the door while the instructional aide executes a full classroom reset (tables repositioned, dividers deployed, whiteboards reset, safety sweep). By 12:30 PM the room is fully configured for the afternoon and lead teachers take over their zones.
5c. Outdoor Spaces & Maintenance
1:8 staff-to-child ratio maintained for all outdoor time. The fenced courtyard is the primary structured outdoor space. The public playground is used for supervised free play with continuous visual contact. Outdoor blocks are scheduled to minimize overlap with other Community Center programs. BHCS staff maintain the classroom throughout the day; City janitorial staff handle evening cleaning.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 10

6. Family & Community Engagement
6a. Family Onboarding & Orientation
Every new family completes a structured onboarding process before their child’s first day: facility tour, enrollment packet & handbook (via BHCS Portal and in print on request), portal account setup, enrollment in the weekly BHCS Tuesday Update, and photo release. 6b. The BHCS Portal
The BHCS Portal is a proprietary family management platform (launched August 2025) supporting enrollment, billing, communication, and reporting across all programs, including realtime authorized pickup management and parent conference scheduling. For City oversight, the portal generates auditable enrollment records, payment histories, and revenue dashboards — the same dashboards used in BHCS’s monthly concessionaire reports to Foster City Parks & Recreation since August 2025, extended to the Early Education Room from Day 1 with no incremental cost.
6c. Parent Communication & Involvement
Enrolled families receive the weekly BHCS Tuesday Update. Twice-yearly parent-teacher conferences are scheduled through the portal. An annual student performance and community celebration is held during the holiday season. All communications are available in English and Mandarin; additional translation available on request.
6d. Parent Advisory Board
Established September 2025 — four parents meeting quarterly with the full leadership team to review program quality and advise on programming decisions. Already influenced curriculum sequencing, event scheduling, and communication practices this school year. BHCS will expand the board to include parents from the morning enrichment and TK/K programs at launch. 6e. Complaint Resolution
Families may submit concerns via email, phone, or in person at any time. All concerns are acknowledged within 24 hours. Routing: instructional matters → lead teacher; safety and policy → Lu Xue (Compliance & Operations Officer); billing and enrollment → Sixu Hu (Finance & Development Officer). If unresolved within 48 hours, concerns escalate to Jun Zhu, Teacher Mimi (Program Director); if still unresolved, families may escalate to Foster City Parks & Recreation. BHCS maintains a written log of all complaints, resolutions, and timelines available to the City as part of periodic reporting.
6f. Foster City Resident Priority
• Priority registration window — one-week early access before open enrollment • Resident discount — 5% on all program fees; verification via utility bill, lease, or government-issued ID
• Waitlist priority — residents placed ahead of non-residents within the same application tier
• City coordination — resident priority policies communicated clearly in all program-facing materials
Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 11
6g. Community Partnerships & Events
Inclusion & developmental services
• DDS vendorization (January 2026) — vendored provider within California’s DDS regional center system, enabling formal coordination with regional centers for children with developmental disabilities
• Help Me Grow San Mateo County — referral pathway to First 5-supported early intervention and developmental screening services (helpmegrowsmc.org) Community programming & events
• Scouting America — joint programming; 26 Cub Scout memberships facilitated by BHCS in Spring 2026
• Weekly Chess Club — led by community volunteer Coach Jerry Lerman every Monday afternoon
• Community events — Chess Tournaments, Cultural Celebrations (Mid-Autumn, Qingming, Lunar New Year), Samaritan House partnership, Foster Horizon Community Seminar Series (free, open to the public, available as podcast) Program branding
Program-facing branding for the Early Education Room will reflect its inclusive, multicultural identity and will be developed in coordination with City brand guidelines to ensure it resonates with all Foster City families.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 12

7. Financial Overview & Proposed Compensation Structure 7a. Revenue Model — Early Education Room
BHCS proposes a two-stream revenue model: stable monthly TK/K afterschool tuition plus session-based morning enrichment. All financial projections are presented on a school-year basis (August–July), consistent with the program’s operating calendar. Tuition is prorated at 50% in August, December, and June; July has no TK/K afterschool tuition (EER operates enrichment only).

A supporting financial model is provided as a separate Excel attachment (BHCS_EER_Financial_Model_2026.xlsx), allowing the City to review underlying assumptions and calculations.
7b. Tuition Schedule & Annual Adjustments
Program 2026–27 2027–28 2028–29
TK/K monthly tuition (EER) $945 $983 $1,022
Morning enrichment —
Vendor/guest program
Market rate Market rate Market rate
Morning enrichment — BHCS core
session (per session)
~$32 ~$33 ~$35
Ref only:

G1–G5 monthly tuition (Annex)
$819 $852 $886
7c. Proposed Compensation — EER Flat Program Space Rental BHCS proposes a flat annual program space rental benchmarked at $68/sq ft annually, consistent with prevailing rates for similar-use space in San Mateo County (reference:
commercial childcare space on E. Hillsdale Blvd and comparable Foster City enrichment program leases at approximately $60–$72/sq ft all-in, encompassing base rent, CAM, utilities, and cleaning).

BHCS Proposed Flat
Rent
Monthly Annual vs. Market
(w/storage)
Notes
Year 1 (2026–27) $5,500 $66,000 91% Ramp-up year
Year 2 (2027–28) $6,100 $73,200 101% At/above market
Year 3+ (2028–29
onward)
$6,500 $78,000 107% Above market +
CPI
Market benchmark: classroom only (930 sq ft) = $63,277/yr; with storage (1,070 sq ft) = $72,803/yr. Year 4+: rent steps up by the lesser of CPI or 3%. All morning enrichment revenue is retained by BHCS; flat rent structure makes high-value vendor enrichment sessions economically viable.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 13
7d. Pipeline Effect & Combined City Revenue
The EER program provides the City with two revenue streams: a guaranteed flat rent from the Early Education Room ($217,200 over three years) and an enhanced Annex revenue share driven by the TK/K-to-Grade 1 enrollment pipeline. Under BHCS’s existing Annex concession agreement, the City receives 25% of gross program revenue from the Annex (Grades 1–5 and summer camp). Every TK/K family enrolled at the EER is a future Grade 1 Annex family.

Annex gross revenue grows from $481,835 in Year 1 to $542,797 in Year 2 and $683,603 in Year 3, driven by grade promotion from the EER and 4% annual tuition growth. Financial floor:

TK/K tuition alone — 20 confirmed students generating approximately $179,550 in Year 1 school-year revenue — covers the full $66,000 Year 1 EER flat rent with substantial margin.

Morning enrichment is incremental upside, not required to sustain Year 1 operations.

Revenue Stream Year 1 Year 2 Year 3 3-Year Total
EER — Flat Program
Space Rent
$66,000 $73,200 $78,000 $217,200
Annex — 25% Revenue
Share (G1–G5 + summer
camp)
$120,459 $135,699 $170,901 $427,059
Total City Revenue (EER
+ Annex)
$186,459 $208,899 $248,901 $644,259
Reference – vs. Annex-Only location
Annex-Only (no EER
pipeline)
Details available in the financial model $511,365
City revenue uplift from
EER program
+$132,893
7e. Financial Sustainability & Risk Mitigation
BHCS has operated continuously at Foster City for over 20 years through management transitions and market cycles. Key risk mitigations: (1) enrollment floor — TK/K tuition covers EER rent independent of enrichment uptake; (2) no licensing exposure — neither EER nor Annex programs require CCL licensing; (3) pipeline continuity — BHCS presence at both sites creates natural retention, reducing family churn. BHCS is prepared to provide a financial guarantee of up to three months of projected program costs if required. 7f. Financial Summary
EER flat rent: $66,000 (Yr 1) / $73,200 (Yr 2) / $78,000 (Yr 3+), reaching 91% / 101% / 107% of the storage-inclusive market benchmark. Annex 25% revenue share (3-year projected):
$427,059. Total combined City revenue over three years: $644,259. The EER program generates $132,893 in additional City revenue compared to an Annex-only arrangement without the TK/K pipeline.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 14

8. Enrollment, Withdrawal & Waitlist Policies
Policy area BHCS standard practice
Priority enrollment Foster City residents receive 1-week early access window before open enrollment
Resident discount 5% on all program fees for verified FC residents (utility bill, lease, or government-issued ID)
Enrollment agreement Monthly rolling enrollment; families commit for a minimum of one month
Withdrawal notice Morning enrichment: 10 business days written notice | Monthly afterschool: 30 days written notice prior to next billing cycle Waitlist management First-in-first-out within resident/non-resident tiers; families notified within 48 hours of opening
Refund policy Full refund if BHCS cancels a session; no refund for familyinitiated absences Annual tuition adjustment Tied to prior-year CPI-U (San Francisco–Oakland–Hayward).

The 3–4% range shown is illustrative based on recent CPI trends; actual adjustments will be determined annually and are subject to City review and approval per the final agreement.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 15

9. References
See Exhibit B for the full reference table. Primary reference: Foster City Parks & Recreation Department (long-standing concessionaire relationship, verifiable directly through the Department). Additional references: California DDS regional center system (vendorization January 2026); Lori Watanabe, SMFCSD curriculum advisor ([email protected]); Robert Nakagawa, CEO Scouting America; Jerry Lerman, community chess volunteer.

10. Addendum Acknowledgment & Exceptions
Addendum No. 1 — Acknowledged
BHCS has reviewed and acknowledges Addendum No. 1, issued March 4, 2026. All responses are consistent with the clarifications provided: facility access through the main Community Center entrance; program hours within the 8:00 AM–8:00 PM weekday schedule (Saturday 8:00 AM–5:00 PM); the non-licensed enrichment model option; shared outdoor playground use; and the flexible compensation structure open to City negotiation.

Why BHCS
BHCS combines Day 1 enrollment certainty, a flat program space rent stepping to above-market by Year 2 (combined three-year City revenue of $644,259), a complete TK–Grade 5 pathway with built-in enrollment pipeline, DDS vendorization, and a fully operational family infrastructure including the BHCS Portal (launched August 2025) and a long-standing concessionaire relationship with Foster City Parks & Recreation.

Every element of this proposal is already running.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 16
Exhibit A: Alignment with First 5 San Mateo County Priorities First 5 San Mateo County recognizes the years from birth through five as the most consequential window for child development, and identifies high-quality programs engaged in continuous quality improvement as most likely to drive lasting outcomes. BHCS’s program is explicitly designed around this framework.

Developmental domains — a whole-child approach
BHCS’s seven-pillar curriculum addresses all four core developmental domains in every session:
• Physical Movement & Health and STEM support cognitive and physical development through hands-on, inquiry-based learning
• Cultural Exploration and Language Arts build vocabulary, social awareness, and communication skills foundational to school readiness
• Emotional Health, anchored in the Color Zones framework, gives children concrete tools for self-regulation — one of the strongest early predictors of kindergarten success • Arts & Crafts develop fine motor skills, creative confidence, and cognitive flexibility Developmental assessment and progress tracking
Lead teachers complete periodic developmental observation records for each child using ageappropriate milestones across all four domains. For the TK/K afterschool program, assessments are aligned with California Kindergarten Readiness areas. Families receive written summaries at mid-year and year-end, with the option to schedule a dedicated 15-minute progress check-in.

All records are maintained in the BHCS Portal and accessible to families at any time.

Inclusion and support for children with diverse developmental needs BHCS is committed to serving children across the full spectrum of developmental readiness, including those with IEPs, 504 plans, or emerging developmental concerns. In January 2026, BHCS completed DDS vendorization within California’s Department of Developmental Services regional center system. Additional inclusion infrastructure:
• Staff trained in differentiated instruction and universal design for learning • Active coordination with IEP/504 case managers and regional center service coordinators, with family consent
• Referral pathway to Help Me Grow San Mateo County (helpmegrowsmc.org) — a First 5-supported initiative operated by AbilityPath
• Coordination with SMCOE’s Early Childhood Quality and Inclusion Project for inclassroom support strategies Quality Counts & First 5 alignment
BHCS intends to enroll in Quality Counts San Mateo County during the first contract year, providing staff with access to county-funded coaching and continuous quality improvement tools. The Early Education Room at the new Community Center represents precisely the type of local early care infrastructure that First 5’s Build Up San Mateo County initiative exists to create and sustain.

Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 17
Exhibit B: References
Reference Relationship Contact
Foster City Parks &
Recreation
Department
Long-standing concessionaire
relationship; current active concession
agreement. Operating under new
management since May 2025 with
expanded programming.

Available through the City
California Department
of Developmental
Services (DDS) —
Regional Center
System
DDS vendorization (January 2026) —
BHCS is a vendored provider within
California’s DDS regional center
system, enabling coordination with
regional centers and supporting
access for children with developmental
disabilities.
https://www.dds.ca.gov/
Lori Watanabe Early Childhood Education
professional with over 20 years of
experience; curriculum design advisor
to BHCS; credentialed SMFCSD Lead
Teacher and Foster City resident for
more than two decades.
[email protected]
Robert Nakagawa CEO, Scouting America; confirms
BHCS’s active partnership and 26-
student membership drive in Spring
2026.

Available upon request
Jerry Lerman Community volunteer leading weekly
chess programming at BHCS;
reference for program quality and
community engagement.

Available upon request
Item 5.3

Bright Horizon Chinese School · RFI: Early Education Operations · Foster City Community Center, 2026 Confidential · Submitted March 20, 2026 Page 18
Exhibit C: Curriculum — Seven Pillars for Ages 2–6
Every session is designed to engage children across all four core developmental domains — social, emotional, cognitive, and physical — regardless of subject matter.

Pillar Description
Physical Movement &
Health
Outdoor time, kids’ yoga, organized games, and nutrition discussions. Children develop healthy habits through movement and play.

Cognition Integrated across all activities through hands-on experience.

Children learn by doing; every session is built around manipulation, experimentation, and discovery.

Cultural Exploration &
Social Studies
Exploring the foods, traditions, customs, holidays, and languages of cultures from around the world. Children develop curiosity, empathy, and a sense of belonging.

Emotional Health Children learn to recognize and manage their emotions using the Color Zones framework to identify, express, and regulate their feelings.

Language Arts Words, phrases, and numbers in English, Spanish, Mandarin, Japanese, Italian, German, Hindi, and other languages are introduced throughout the year. Language learning is joyful, social, and woven into everyday activities.

Arts & Crafts Children explore a wide variety of materials to create original work and develop creative confidence and individual voice.

STEM Children form hypotheses, run experiments, and build early scientific thinking through hands-on discovery activities.

All seven pillars apply across both Morning Enrichment and TK/K Afterschool programs.

Specific emphasis and delivery methods are adapted to age and session length.

Item 5.3

RESOLUTION NO.________

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

AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT WITH

CLAYROOM SAN MATEO LLC FOR CERAMICS STUDIO OPERATIONS AT THE

FOSTER CITY COMMUNITY CENTER

CITY OF FOSTER CITY
WHEREAS, the City of Foster City is constructing a new Community Center to provide expanded recreational, educational, cultural, and community services for residents; and
WHEREAS, on February 17, 2026, the City Council approved the Foster City Community Center Business Operations Plan, which identified partnerships with qualified operators as an important component of the Community Center's operating model; and
WHEREAS, pursuant to the Business Operations Plan, the City issued a Request for Information (RFI) for Ceramics Studio Operations to identify a qualified operator for this program area; and
WHEREAS, staff conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations; and WHEREAS, based on that process, staff recommends entering into a License Agreement with Clayroom San Mateo LLC; and
WHEREAS, in July 2023, the City of Foster City, in accordance with the requirements of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines adopted by the Secretary of Resources, and the City of Foster City Environmental Review Guidelines, prepared an Initial Study and Mitigated Negative Declaration (SCH # 20231009) with Standard Conditions and Mitigation Monitoring and Reporting Program (SCAMMRP), and CEQA Findings (IS/MND) for the Recreation Center Rebuild Project. No further review under CEQA is necessary as the uses of the Foster City Community Center and the License Agreements for an early education program, cafe and a ceramic studio are consistent with the project considered under the IS/MND and the Addendum. No substantial changes are proposed in the project which will require revisions of the previous MND, nor substantial changes to the circumstances under which the project is being undertaken which will require major revisions to the MND, nor is there any new information of substantial importance, which was not known at the time the MND was approved pursuant to CEQA Guidelines section 15162; and WHEREAS, the City Council has reviewed the proposed License Agreement and finds that it will expand services available at the Community Center, enhance the visitor Item 5.3

experience, and support the City's vision for the new facility while maintaining appropriate City oversight.

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

1. Approves the License Agreement with Clayroom San Mateo LLC for operation of the Ceramics Studio at the Foster City Community Center for a three-year term with the option to extend the term for up to two additional two-year periods.

2. Authorizes the City Manager to execute the License Agreement, substantially in the form presented to the City Council, with any non-substantive revisions approved by the City Attorney.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 21st day of September 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________________

ART KIESEL, MAYOR
ATTEST:
_______________________________________

PRISCILLA SCHAUS, CITY CLERK
Item 5.3

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LICENSE AGREEMENT

BASIC LICENSE

INFORMATION
License Date: ________, 2026, for reference purposes only City: City of Foster City, a general law city
City's Address: City of Foster City
610 Foster City
Boulevard
Foster City, CA 94404
Tel: (650) 286-3220
Attn: City Manager
Licensee: Clayroom San Mateo, LLC
Licensee's Address: 3050 SOUTH DELAWARE STREET, STE 100 SAN MATEO, CA 94403
Tel.(650) 638-8139
Attn: Neil Gershgorn
License Area: The Ceramics Studio, Kiln Room, Storage Room (collectively the Ceramics Studio, Kiln Room and Storage Room are approximately 1,405 square feet), and non-exclusive use of the adjacent Ceramics Courtyard (approximately 1,296 square feet). The License Area is depicted in Exhibit A, and is referred to herein as the “License Area”. The building comprising the Community Center is depicted on Exhibit A-1 and is referred to herein as the “Community Center”.

Length of Term: Three Years (Thirty-Six Months) (“Initial Term”) Licensee may request up to two (2) successive extension terms of two (2) years each (each an “Extended Term”) by providing written notice to the City not less than one hundred eighty (180) days prior to expiration of the Initial or Extended Term.

Commencement Date: September 22, 2026
Expiration Date: September 21, 2029 (Initial Term)
License Fee: Ten percent (10%) of Licensee's Gross Receipts in each calendar month, or the applicable Monthly Minimum License Fee,
whichever is greater. The “Monthly Minimum License Fee” shall be $2,000 during Year 1 of the Initial Term, $2,500 during Year 2 of the Initial Term, and $3,000 during Year 3 of the Initial Term.

Security Deposit: $3,000
Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 Permitted Use: Operation and maintenance of ceramics studio and related equipment and storing supplies when not in use, and for no other purpose.

Brokers: None
Exhibits A - License Area
A1- Community Center
B - Rules and Regulations
C – Licensee Proposal
Item 5.3

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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this day of 2026 ("Agreement'), by and between the CITY OF FOSTER CITY, a California municipal corporation ("City"), and CLAYROOM SAN MATEO, LLC, a California Limited Liability Company ("Licensee").

1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, City hereby grants permission to Licensee to carry out the Permitted Uses within the License Area all as described herein below ("License").

2. LICENSE AREA:

2.1 License Area. Subject to the terms and conditions of this License, Licensee may occupy those areas as specified in the Basic License Information, as depicted on Exhibit A attached hereto and incorporated herein ("License Area"). The License Area has the address specified in the Basic License Information.

2.2 Ceramics Courtyard. City grants to Licensee a non-exclusive license for the use of the adjacent courtyard, “Ceramics Courtyard”, as depicted on Exhibit A, for ceramicrelated activities during normal operating hours. Specific outdoor programming and operational uses of the Ceramics Courtyard, including the potential operation of a raku kiln and storage of equipment in the Ceramics Courtyard, shall be subject to City approval. The Parties shall meet and confer on establishing operational guidelines for the Ceramics Courtyard.

2.3 Common Area. In addition to the License Area, and subject to the rules and regulations attached hereto as Exhibit B, Licensee shall have the non-exclusive right, in common with any other members of the public and licensees of the Community Center to use the common areas of the Community Center which are open to the public ("Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, and visitors, in common with City and all other occupants of the Community Center, members of the public, and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Area from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by Licensee and dispose of such items. Licensee and Licensee's employees, agents, suppliers, and visitors’ use of the Common Area shall be subject to the same rules and regulations applicable to members of the public; no special privileges or licenses are afforded hereunder.

2.4 No Representations. Licensee accepts the License Area in "AS-IS" condition "WITH ALL FAULTS" without any representations or warranties by City, and with no obligation of City to make alterations or improvements to the License Area. City makes no representations or warranties, express or implied, concerning (i) title, (ii) physical, geological, seismological or environmental condition, (iii) the quality, nature or adequacy of any utilities serving the License Area, (iv) the present or future suitability of the License Area for Licensee’s business or intended uses, (v) any other matter whatsoever concerning the License Area or equipment therein, including without limitation any warranty of merchantability or fitness for a particular purpose. Licensee acknowledges that neither City nor any agent of City has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee's business. City shall not be liable for any latent or patent defects in the License Area. If required for the conduct of Licensee's business, Licensee shall be responsible for requesting an Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 inspection and obtaining a Certificate of Occupancy from the City of Foster City and becoming familiar with the License Area, any equipment therein, the needs of its operations. This shall include, but not be limited to, any necessary fire sprinkler upgrades, compliance with the ADA (defined in Section 6) and any other requirements mandated by the Certificate of Occupancy.

2.5 City's Reserved Rights. City hereby reserves the right, and at any time and from time to time, without the same constituting an actual or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the Community Center, and Common Area within and around the Community Center and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public parts of the Community Center and parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of the exterior Common Area. Without limiting the foregoing, City reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and equipment for services to the License Area or other part of the Community Center which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Community Center which are located within the License Area or located elsewhere in the Community Center. In connection with any of the foregoing activities, City shall use reasonable efforts to minimize any interference with Licensee's use of the License Area and shall not, without the prior written approval of Licensee, (a) materially change the location, size or configuration of the License Area; or (b) do anything which would have a material and adverse effect on access to the License Area, or ingress and egress to the License Area. No rights to any view or to light or air over any property, whether belonging to City or any other person, are granted to Licensee by this License.

2.6 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the property which the Community Center occupies, or any portion thereof, or any exclusive right or special status to negotiate or purchase. This Agreement grants a limited revocable license upon specified terms and no more.

3. TERM:

3.1 Generally. The term of this License ("Term") shall commence on September 22, 2026 ("Commencement Date") and terminate on September 21, 2029 ("Expiration Date”). The Commencement Date is contingent upon all of the following occurring:
(1) The License Agreement has been approved by City’s City Council and executed by Licensee and City, (2) Construction has been completed; and (3) City has obtained a certificate of occupancy and any other required permits to commence operations at the Community Center.

3.2 Extended Terms. The Initial Term of this Agreement shall be three (3) years commencing on the Commencement Date and ending on the Expiration Date. Licensee may request up to two (2) successive extension terms of two (2) years each (“Extended Terms”). The Extended Terms may be requested by Licensee by providing written notice to the City not less than one hundred eighty (180) days prior to the expiration of the Term or first Extended Term.

Each Extended Term shall be subject to the mutual written agreement of the City and Licensee and shall be documented through a written amendment executed by both parties. Licensee shall have no automatic or irrevocable right to extend the term.

Upon receipt of a request from Licensee for an Extended Term , the City may consider, but is not limited to the following factors in determining whether to assent to the request for extension of the Term: Licensee’s payment and reporting history; compliance with the terms of this Agreement, operating hours; cleanliness and maintenance of the License Area; customer service and customer complaints; revenue performance; cooperation with Community Center programs, rentals, and events; and the absence of repeated, material, or uncured defaults.

Item 5.3

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3.3 Emergency Termination. In the event of a natural disaster, epidemic, pandemic, war, civil disobedience or other emergency situation; the Community Center may be used or required or ordered to be used by a federal/state/county or city agency requiring use of all or a portion of the Community Center. In such event, this Agreement may be terminated by City immediately, and if a termination occurs, City shall not be liable to Licensee for any loss or expenses that Licensee or its employees, agents, clients, visitors, and consultants may incur as a result of the termination and Licensee hereby expressly releases City from any such liability related thereto.

3.4 Early Termination. City may terminate this Agreement during the Term, in the sole discretion of the City Manager, by providing Licensee with ninety (90) days’ prior written notice.

Licensee may terminate this Agreement during the Term by providing City with ninety (90) days’ prior written notice. The exercise of Licensee’s termination right under this Section shall not constitute a default under this Agreement.

Licensee shall remain responsible for all License Fees, Additional Fees, and any other obligations accrued through the effective date of termination. Upon termination, City shall return any unused portion of the Security Deposit to Licensee in accordance with Section 4.8 of this Agreement

4. LICENSE FEES:

4.1 Base License Fee. The fee for use of the License Area during the Term shall be the amount specified in the Basic License Information. The License Fee shall be paid without prior notice or demand. The License Fee shall be paid no later than the 10th day of each month. The Licensee shall provide to the City with the License Fee a monthly statement of the Licensee’s Gross Receipts from the prior month. The License Fee shall be paid to the City of Foster City at 610 Foster City Boulevard, Foster City, CA 94404 and sent to the attention of the City Manager or such other place as City shall direct. If the Term commences on a day other than the first day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period. If the Term ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one thirtieth of the monthly License Fee for each day of the period.

4.2 "Gross Receipts" shall mean all income, receipts, fees, and other consideration generated, earned, received, or receivable by Licensee from or attributable to operations conducted in, on, or from the License Area or in the Ceramics Courtyard adjacent to the License Area or any other ceramic related business transacted at the Community Center including, orders, and cash and credit transactions, whether or not payment is ultimately collected.

4.3 “Gross Receipts” shall exclude only the following:

4.3.1 Sales, use, and similar transaction taxes separately stated to customers, collected by Licensee, and remitted to the applicable governmental authority;

4.3.2 Bona fide customer refunds and returns actually paid or credited, but only to the extent the original transaction was previously included in Gross Receipts;

4.3.3 Voluntary tips and gratuities separately stated and distributed in full to non-managerial employees; and

4.3.4 Actual third-party credit card processing fees incurred by Licensee.

Item 5.3

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4.4 Discounts/Deductions. A discount applied at the time of sale shall reduce Gross Receipts only to the customer's actual purchase price. Any reimbursement, subsidy, coupon payment, or promotional payment received from a manufacturer, delivery platform, affiliated entity, or other third party shall be included in Gross Receipts. No deduction shall be permitted for operating expenses, cost of goods sold, labor, marketing expenses, bad debts, or promotional allowances except as expressly provided above.

4.5 Condition Precedent. As a condition precedent to the effectiveness of this Agreement, on or before Licensee's execution of this Agreement, Licensee shall pay to City any unpaid Licensee Fees and Additional Fees, including such unpaid License Fees and Additional Fees due from Licensee prior to the commencement of the Term of this Agreement.

4.6 Additional Fees. As used in this License, the term "Additional Fees" shall mean all sums of money that are due and payable by Licensee under the terms of this Agreement, other than the base License Fee. The term "Fees," as used herein, shall mean the License Fee, Additional Fees, and all other amounts payable hereunder from Licensee to City. Unless otherwise specified herein, all Fees, except the Base License Fee, which is due as stated above, shall be due and payable by Licensee on or before the date that is thirty (30) days after billing by City.

4.7 Late Charge and Interest. The late payment of any Fees will cause City to incur additional costs, including administration and collection costs and processing and accounting expenses ("Delinquency Costs"). If City has not received any installment of Fees within five (5) days after such amount is due, Licensee shall pay a late charge of ten percent (10%) of the delinquent amount immediately. The ten percent (10%) late charge represents a reasonable estimate of the Delinquency Costs incurred by City. City and Licensee recognize that the damage which City shall suffer as a result of Licensee's failure to pay such amounts is difficult to ascertain and said late charge is the best estimate of the damage which City shall suffer in the event of late payment. City's acceptance of late License Fees, partial License Fees, late Additional Fees, other Fees, and late charges does not equate with a waiver of Licensee's default with respect to the overdue amount or prevent City from exercising any rights and remedies available under this Lease and/or by operation of Law.

4.8 Security Deposit. The cash sum specified in the Basic License Information, shall be deposited with City concurrently with Licensee’s execution of this License (“Security Deposit”). City shall hold the Security Deposit as security for the performance of Licensee’s obligations under this Agreement. Licensee is not entitled to any interest on the Security Deposit and City shall not be liable therefor. If Licensee defaults on any provision of this Agreement, City may, at its election and without prejudice to any remedy it has under this Agreement or by operation of Law, apply all or part of the Security Deposit to: (i) Fees or other sums then due and owing under this Agreement; (ii) reasonable costs incurred by City to repair physical damage to the Premises directly caused by Licensee, its officers, agents, employees, independent contractors, subcontractors, invitees, customers, assignees or sublicensees, beyond ordinary wear and tear.

Prior to applying any portion of the Security Deposit, City shall provide Licensee with written notice describing the basis for the deduction and reasonable supporting documentation of the amounts claimed. In the event of an act of bankruptcy by or insolvency of Licensee or the appointment of a receiver for Licensee or general assignment for the benefit of Licensee’s creditors, the Security Deposit shall be deemed immediately assigned to City.

4.9 Restoration of Security Deposit; Return of Security Deposit. If City applies any portion of the Security Deposit during the Term, Licensee shall, within ten (10) days after demand by City, deposit with City an amount sufficient to restore the Security Deposit to its original amount. If Licensee performs every provision of this Agreement to be performed by Licensee, the unused portion of the Security Deposit, if any, shall be returned to Licensee or the last assignee Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 of Licensee’s interest under this Agreement within thirty (30) days following the expiration of the Term or earlier termination of the Agreement.

4.10 Transfer of Security Deposit; Assignment or Encumbrance of Security Deposit. If City disposes of its interest in the Premises, City may deliver the remaining Security Deposit to City’s successor in interest in the Premises and thereupon be relieved of further responsibility with respect to the Security Deposit. City shall provide written 30 days’ notice to Licensee of such transfer, including the identity and contact information of the successor in interest responsible for holding the Security Deposit. Licensee may not assign or encumber the Security Deposit without the prior written consent of City. Any attempt to do so shall be void and shall not be binding on City.

4.11 Reduction of Fees due to Emergency. Notwithstanding section 10.2(c), in the event of a fire or other casualty which causes the License Area to be unfit or unavailable for occupancy (“Damaged Property”), the Licensee may submit a written request and the City, in its sole discretion, may grant a reduction of the Base License Fee, on a square footage basis during the time and to the extent any portion of the License Area is unfit or unavailable for occupancy. If the Damaged Property is caused by the negligence or willful misconduct of Licensee or Licensee’s invitees or agents, then this section shall not apply, Nothing stated herein would prohibit the City from terminating this Agreement in accordance with Sections 3.3 or 3.4.

4.12 Audit. By January 15th of each year, Licensee would deliver to City a statement in writing, certified by Licensee to be true and correct, showing the total Gross Receipts for the preceding year (each, a “Statement of Gross Receipts”). Licensee would keep full, complete and proper books, records and accounts of its Gross Receipts with respect to the foregoing items for at least four (4) years, starting on the Commencement Date. City would have the right to examine the books and records of Licensee relative to the business operated from the License Area with respect to each Statement of Gross Receipts within two (2) years after City's receipt of the Statement of Gross Receipts. If Licensee fails to furnish any Statement of Gross Receipts when due, City would have the right, after giving Licensee 10 days’ written notice, to employ an independent certified public accountant to examine Licensee’s books and records and certify the amount of Licensee’s Gross Receipts for the previous year. Unless Licensee objects to such certification within sixty (60) days after receipt thereof, such certification would be binding on Licensee, and Licensee would pay within thirty days the cost of the examination plus any amounts shown to be due per the independent certified public accountant audit.

In addition, City would have the right, once in any calendar year, to cause an audit of the Licensee’s business to be made with respect to the Gross Receipts and, if the Statement of Gross Receipts previously made to City is found to have been understated, Licensee shall pay to the City within 30 days the sum necessary to settle in full the accurate amount of License Fees that should have been paid for the period(s) covered by such inaccurate statement(s).

If an audit or certification discloses an understatement by Licensee in Gross Receipts of 5% or more for the period of any report, then Licensee would pay the audit cost; otherwise, the cost of such audit would be paid by City.

4.13 Twelve-Month Review. Following the first anniversary of the Commencement Date, the City and Licensee shall meet to review the License Fee and any other issues related to Licensee's operations under this Agreement. Any adjustment to the License Fee or other terms of the Agreement shall be subject to the mutual written agreement of the parties.

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes
Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 (a) Personal Property and Possessory Interest Taxes. Licensee shall pay all Taxes (as hereinafter defined) levied or imposed against the License Area or Licensee's personal property (including equipment, furniture or personal property) or trade fixtures placed by Licensee in or about the License Areas during the Term ("Personal Property Taxes"). In addition, if the interest created by this Licensee is subject to property taxation under the laws of the State of California, the party in whom the possessory interest is vested shall be subject to the payment of the taxes levied on such interest. This notice is included in this license pursuant to the requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California. (b) Payment. Licensee shall pay the Personal Property Taxes or possessory interest taxes in accordance with the instructions of the taxing entity. Licensee shall pay the Personal Property Taxes, if any, originally imposed upon City, upon City's election, either (a) annually within thirty (30) days after the date City provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by City based upon the previous year's tax bill. City shall provide Licensee with written notice and reasonable documentation, including any applicable tax assessment or statement from the taxing authority, before requiring Licensee to pay any Personal Property Taxes or possessory interest taxes. All Personal Property Taxes originally imposed upon City and payable by Licensee with respect to the License Area shall be prorated on a per diem basis for any partial tax year included in the Term. Licensee's obligation to pay Taxes during the last year of the term shall survive the expiration or termination of this License.

5.2 Operating Expenses. All costs of management, operation, maintenance, insuring and repair of the structural elements of the Community Center (including the roof) are “Operating Expenses.”

6. USE: COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee shall operate a ceramics studio offering ceramics-related programs and services to the public including classes, workshops, camps, open studio opportunities, and other ceramics-related programming for youth and adults. Licensee may also use the License Area for the sale of ceramics-related supplies, materials and finished goods.

Licensee may use the License Area to operate and maintain a ceramics studio as specified in the Basic License Information and substantially similar to the proposal submitted to the City identified on Exhibit C hereto ("Permitted Use") and for no other purposes without the express written consent of City. Licensee acknowledges that neither City nor any agent of City, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee's business.

6.2 Compliance with Laws. Licensee shall comply with all laws, ordinances, rules, regulations and codes, of all municipal, county, state and federal authorities, including the Americans with Disabilities Act, as amended (42 U.S.C. Section 12-1 et seq. [the “ADA”], (collectively, "Laws") pertaining to Licensee's use and occupancy of the License Area and its Permitted Use. Licensee shall not commit, or suffer to be committed, any waste upon the License Area, or any public or private nuisance, or other act or thing that disturbs the quiet enjoyment of any other occupants or surrounding neighborhoods.

7. UTILITIES:

7.1 Payments for Non-Electrical Utilities and Services. City shall be responsible for paying for ordinary costs of water, sewer, gas, refuse collection, janitorial and Common Area maintenance for the Common Areas throughout the term. Licensee shall reimburse City for its documented proportionate share of the actual Community Center's Common Area maintenance and utility expenses ("CAM Charges"). These include all costs incurred by City in connection with Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 the operation, and maintenance of the Property, including but not limited to, Operating Expenses, Property insurance, non-electrical utilities and maintenance of Common Areas. CAM Charges shall be billed to Licensee quarterly and Licensee shall pay invoices for CAM Charges within thirty (30) calendar days. Notwithstanding the foregoing, Licensee's share of CAM Charges in any year of the Initial Term shall not increase by more than five percent (5%) over the total CAM Charges in the preceding calendar year. This limitation shall not apply to utilities, insurance, taxes, government-imposed charges, or costs caused by Licensee's operations. Nothing in this paragraph is intended to alter the indemnification provision in Section 10.1 below, or the maintenance and repair obligations of the Parties.

7.2 Electrical Submetered Utilities. The License Area is equipped with a dedicated electrical submeter, identified on Exhibit A, that measures electrical usage associated with the Licensed Area. Licensee is responsible for reimbursing City for all electrical utility costs incurred that are documented with the submeter.

7.3 Licensee is solely responsible for any phone or internet service needed in the License Area.

7.4 No Liability of City. Except in the case of City's gross negligence or willful misconduct, in no event shall City be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of any service or utility provided to the License Area, whether resulting from any change, failure, interference, disruption or defect in supply or character of the service or utility provided to the License Area, or arising from the partial or total unavailability of the service or utility to the License Area, from any cause whatsoever, or otherwise, nor shall any such failure, inadequacy, change, interference, disruption, defect or unavailability constitute an actual or constructive eviction of Licensee, or entitled Licensee to any abatement or diminution of License Fees or otherwise relieve Licensee from its obligations under this License.

8. MAINTENANCE AND REPAIR OF LICENSE AREA; ALTERATIONS:

8.1 Maintenance and Repair by Licensee;

8.1.1 Licensee Maintenance. Except as otherwise described in Section

8.2, Licensee shall, at its sole cost and expense, maintain the License Area in good repair and in a neat and clean condition (ordinary wear and tear, casualty and condemnation excepted), including making all necessary repairs and replacements as a result of any damage caused by Licensee's use of the License Area. Licensee's repair and maintenance obligations include, without limitation, repairs to: (i) floor coverings; (ii) interior partitions; (iii) doors; (iv) interior side of demising walls; (v) telephone and data equipment and cabling, if any; (vi) fire life safety equipment, such as smoke detectors and fire alarms, installed solely for Licensee's operations and not part of the Community Center's building-wide systems; (vii) plumbing and similar facilities located within, or exclusively serving the License Area, AC units or swamp coolers, and all other building systems; (viii) maintaining and cleaning all areas of the Ceramics Studio, including the studio, kiln room, storage room, and enclosed courtyard. Licensee shall use the License Area with reasonable care to avoid damage or excessive wear and tear.

8.1.2 Licensee Repair. Licensee shall further, at its own costs and expense, repair or restore any damage or injury, ordinary wear and tear excepted, to all or any part of the non-structural portions of the License Area and utility lines exclusively servicing the License Area caused by Licensee or Licensee's agents, employees, invitees, licensees, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) Licensee's use of the License Area, and (ii) the moving of any property into or out of the License Area.

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8.1.3 Storage. Licensee shall not use hallways or other Common Areas for storage, except as authorized herein, and shall keep hallways clear at all times.

8.1.4 Licensee Equipment & Furnishings. Licensee shall, at its own cost and expense, maintain any furnishings, equipment, or other personal property brought within the License Area. All such items shall be removed by Licensee at the end of the Term or earlier expiration or termination of this Agreement.

8.2 City Maintenance and Repair. City shall maintain in good repair, provided such repairs are not necessitated by the actions or inactions of Licensee, Licensee’s invitees or anyone in the employ or control of Licensee: (a) the structural elements of the Community Center, including structural elements of exterior walls and foundations; (b) building-wide systems serving the License Area; and (c) the Common Area. Licensee hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Licensee shall immediately give City written notice of the need for repair of the items for which City is responsible. If Licensee or Licensee's invitees or anyone in the employ or control of Licensee caused any damages necessitating such repair, then Licensee shall pay to City the cost thereof, immediately upon demand therefor. Except as otherwise expressly set forth in this Agreement, Licensee waives any right to terminate this Agreement or offset or abate its License Fee by reason of any failure of City to make repairs to the License Area or Community Center.

8.3 City Equipment.
(i) City Equipment List. The License Area may come furnished with certain City equipment or furnishings (“City Equipment”). Prior to the Commencement Date, City shall provide a list of such City Equipment to Licensee (“City Equipment List”) which includes the date the City Equipment is due to be replaced. City has set aside funds under its equipment replacement fund to replace City Equipment on the replacement date. City shall replace City Equipment on the City Equipment List at the scheduled time at City’s sole cost. (ii) Warranty Information for City Equipment. Licensee shall be provided any warranty information for City Equipment within the City’s possession, upon request from Licensee.
(iii) Licensee Responsibilities. Licensee shall be responsible for routine care, maintenance and repair of City Equipment during the Term at Licensee’s sole cost. If the City Equipment which is required for Licensee operations fails, breaks down or is damaged beyond repair, due to no fault of Licensee, and requires replacement during the Term, the City shall replace the City Equipment at its sole cost. Choice of replacement equipment shall be in the sole discretion of City. Licensee will reasonably cooperate with City to the extent any City Equipment is under warranty with the manufacturer.

8.4 Alterations. Licensee shall not make or suffer to be made any alterations, additions, or improvements (collectively, “Alterations”) to or of the License Area, or any part thereof, without first obtaining the written consent of City. City may withhold its consent in its sole and absolute discretion, or alternatively may impose conditions on its approval in its sole and absolute discretion. City conditions may include, without limitation, conditions relating to: (i) compliance with applicable law, (ii) City review of plans, specifications, and permits, (iii) minimizing interference with others using the Community Center, (iv) hours of operations on the improvement work, (v) insurance, bonds, and Licensee indemnification of City, and (vi) whether the improvements will become part of the realty and will become City’s property at the end of the Term, or will need to be removed from the License Area at the end of the Term at Licensee’s sole cost.

Item 5.3

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9. ENVIRONMENTAL PROTECTION PROVISIONS:

9.1 Hazardous Materials. "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive problems, and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority in the state in which the License Area is located or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Station is located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. "Hazardous Materials Laws" shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer's instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.

9.2 Reportable Uses Required Consent. Except as permitted in this Section 9, Licensee hereby agrees that Licensee and Licensee's officers, employees, representatives, agents, contractors, subcontractors, successors. assigns, vendors, concessionaires, invitees and any other occupants of the License Area (for purposes of this Section 9, referred to collectively herein as "Licensee's Representatives") shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the License Area or transport to air from the License Area without the express prior written consent of City, which consent may be limited in scope and predicated on strict compliance by Licensee of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by City {or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the License Area. In connection therewith, Licensee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Licensee or any of Licensee's Representatives of Hazardous Materials on the License Area, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the License Area. The foregoing notwithstanding, Licensee may use ordinary and customary materials reasonably required to be used in the course of the Permitted Use, ordinary office supplies (copier toner, liquid paper, glue, etc.), common household cleaning materials, and gasoline and oil in vehicle tanks, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the License Area or neighboring property to any meaningful risk of contamination or damage or expose City to any liability therefor.

9.3 Remediation Obligations. If at any time during the Term, any contamination of the License Area by Hazardous Materials shall occur where such contamination is caused by the acts or omission of Licensee or Licensee's Representatives ("Licensee's Contamination"), then Licensee, at Licensee's sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the License Area or the groundwater underlying the License Area to the extent required to comply with applicable Hazardous Materials Laws. Licensee shall not take any required remedial action in response to any Licensee's Contamination in or about the License Area or enter into any settlement agreement, consent, decree or other compromise in respect to Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 any claims relating to any Licensee's Contamination without first obtaining the prior written consent of City, which may be subject to conditions imposed by City as determined in City's sole discretion.

Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the License Area or the risk of harm to human health, safety or security caused by the Licensee Contamination. City and Licensee shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this License. In addition to all other rights and remedies of City hereunder, if Licensee does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Licensee's Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Licensee's Contamination within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse City within fifteen (15) business days of City’s demand for reimbursement of all amounts reasonably paid by City (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by City of the amounts demanded. Licensee shall promptly deliver to City copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the License Area as part of Licensee's remediation of any Licensee's Contamination. The foregoing notwithstanding, "Licensee's Contamination" shall not refer to or include any Hazardous Materials that were not dearly introduced to the License Area by Licensee or Licensee's Representatives. As an example, if lead dust or asbestos is found on the License Area, unless there is clear evidence that Licensee introduced those Hazardous Materials to the License Area, those Hazardous Materials shall not be considered "Licensee's Contamination," and it shall not be Licensee's responsibility to take remedial action relating to such Hazardous Materials. Moreover, Licensee shall not be responsible for any Hazardous Materials that were present in, on, or below the License Area before Licensee occupied the License Area.

9.4 City's Inspection Right. City shall have the right to inspect the License Area for compliance with environmental, safety, and occupational health laws and regulations, regardless of whether City is responsible for enforcing or complying with them. Licensee shall have no claim against City, or any officer, agent, employee, contractor or subcontractor of City by reason of entrance of such City officer, agent, employee, contractor or subcontractor onto the License Area, provided such inspection is undertaken as reasonably as possible so as not to disrupt or interfere with the Permitted Use. Except in the event of an emergency, City shall provide Licensee with at least forty-eight (48) hours' prior notice and an opportunity to have a representative present at any inspection.

9.5 Hazardous Materials Indemnity. In addition to any other provisions of this License, Licensee shall, and does hereby agree, to indemnify and hold harmless City from any costs, expenses, liabilities, fines or penalties resulting from discharges, emissions, spills, storage or disposal resulting from Licensee's Contamination, giving rise to liability, civil or criminal, or any other action by Licensee or its contractors, employees, agents, or assigns giving rise to responsibility under any Hazardous Materials Laws. Licensee's obligations hereunder shall apply whenever City incurs costs or liabilities for Licensee's Contamination as provided hereunder. This provision shall survive the expiration or termination of this License.

10. INDEMNITY AND WAIVER OF CLAIMS:

10.1 Licensee Indemnification. Licensee shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to this Agreement (collectively "Losses") that arise out of, pertain to, or relate to (i) the breach of Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 this Agreement by Licensee, or (ii) the negligence, recklessness, or willful misconduct of Licensee or Licensee’s employees, agents, clients, visitors, or consultants, defend, indemnify, and hold harmless City, its officials, officers, employees and agents ("City Related Parties"), except to the extent the Losses are attributable to City Related Parties' gross negligence or willful misconduct. Licensee shall defend City Related Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to City Related Parties.

10.2 Waiver of Claims. Except in the event of City's or City Related Parties' own gross negligence or willful misconduct, City shall not be liable to Licensee and Licensee waives all claims against City and City Related Parties for any injury or damage to any person or property, or death of any person, occurring or incurred in connection with or in any way relating to the License Area from any cause. Without limiting the foregoing, neither City nor any City Related Party shall be liable for and there shall be no abatement of Fees for (a) any damage to Licensee's property stored with or entrusted to any City Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or (c) any injury or damage to person or property resulting from fire, explosion, steam, electricity, leakage, defects of sprinklers, wires, appliances, plumbing, air conditioning or light fixtures, water or rain that may blow onto the License Area from the streets or other surfaces or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other occupants or other visitors to the License Area or from any other cause whatsoever, (d) any diminution or shutting off of light, air or view by any structure that may be erected on lands adjacent to the License Area or (e) any latent or other defects in the License Area. City shall not be liable for any damages arising from any act or neglect of any other licensee or occupant, if any, of the Premises or the Property or City's failure to enforce the terms of any agreements with parties other than Licensee. Licensee agrees that in no case shall City or any City Related Party or Licensee be responsible or liable to the other on any theory for any injury to such parties' business, loss of profits, loss of income or any other form of consequential, punitive or incidental damage, except as otherwise provided in Section 10.1.

Licensee has assumed the foregoing risks as a material part of the consideration to City.

10.3 Survival/No Impairment. The obligations of Licensee under this Section 10 shall survive any termination of this License. The foregoing indemnity obligations shall not relieve any insurance carrier of its obligations under any policies required to be carried by either party pursuant to this License, to the extent that such policies cover the peril or currents that results in the claims that is subject to the foregoing indemnity.

11. INSURANCE: Licensee shall procure and maintain for the duration of the License insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee's operation and use of the License Area. The cost of such insurance shall be borne by Licensee.

11.1 Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $1,000,000 products and completed operations aggregate. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The policy shall allow and be endorsed as primary and not seek contribution from the City's coverage. The policy(s) shall provide and be endorsed to include the City, its officers, officials, employees, agents, volunteers, and the Estero Municipal Improvement District ("EMID") as additional insureds on ISO Form CG 20 10 or CG 20 26 (or equivalent). The policy Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID. Coverage shall state that Licensee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (ii) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or if Licensee has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note– required only if auto is used in performance of work). The policy shall provide and be endorsed that the City, its officers, officials, employees, agents, volunteers, and EMID are included or named as additional insureds. The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID.
(iii) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, agents, volunteers, and EMID.
(iv) Professional Liability: Licensee shall maintain
professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the Commencement Date, and Licensee agrees to maintain continuous coverage through a period of no less than three (3) years after expiration or termination of this Agreement. (v) Sexual Abuse or Molestation (SAM) Liability: If the License includes contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Licensee shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim. The full policy limits shall be available under the policy and not be shared with any other type of claim. Defense costs shall be paid outside the policy limits. (vi) The Insurance Company shall agree to waive all rights of subrogation against the City of Foster City, its elected or appointed officers, officials, agents, volunteers, and employees for losses paid under the terms of any policy which arise from work performed by a Licensee employee for the Licensee. This provision also applies to the Licensee’s Workers’ Compensation policy.

The policies must each name the City of Foster City, and the Estero Municipal Improvement District (“EMID”) (located at 650 Shell Blvd., Foster City, CA 94404) as certificate holders.

City of Foster City, EMID, and each of their elected and appointed officials, employees, volunteers, and agents must be named as Additional Insured on the General Liability policy on a primary and non-contributory basis. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions.

If Licensee maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 additional insureds. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified; or (2) the broader coverage and maximum limits of any insurance policy or proceeds available to Licensee, whichever is greater. No representation is made that the minimum insurance requirements are sufficient to cover the obligations of Licensee.

11.2 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) Notice of Cancellation. Each required insurance policy shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice has been given to the City, except that ten (10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium. If a carrier will not provide the required notice of cancellation, Licensee shall provide written notice to the City of cancellation no later than five (5) business days before cancellation.
(ii) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VI, unless otherwise acceptable to City.
(iii) Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, either: Licensee shall obtain coverage to reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, and volunteers; or Licensee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(iv) Verification of Coverage. Prior to the Commencement Date, Licensee shall furnish City with certificates of insurance evidencing compliance with the insurance requirements above. All required endorsements shall be attached to the certificates, including additional insured, waiver of subrogation, and primary and non-contributory coverage endorsements. Licensee shall provide complete or certified copies of all required insurance policies if requested by the City.
(v) Special Risks or Circumstances. The City’s Risk Manager may modify these insurance requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

12. PROHIBITION AGAINST TRANSFERS: Licensee shall not assign, sublicense, hypothecate, or transfer this License or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The forgoing notwithstanding, Licensee may Transfer, with notice but without City's consent, to an entity (i) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Licensee; (ii) in connection with a merger, consolidation, non-bankruptcy reorganization or government action; or (iii) in connection with the acquisition or transfer of all or substantially all of Licensee's stock or assets (each a "Permitted Transfer'').

13. SURRENDER: Upon the expiration or earlier termination of the License, Licensee shall surrender the License Area clean, free of debris and, in substantially the same condition as at the commencement of the Term, reasonable wear and tear excepted, and clear of all liens and encumbrances created by any action or inaction of Licensee. City shall not be responsible for the value, preservation or safekeeping of Licensee's property that is not removed by Licensee from Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 the License Area. Licensee shall pay City, upon demand, the expenses and storage charges incurred for any such property. If Licensee fails to remove Licensee's property from the License Area, upon the expiration or earlier termination of the License, City may deem all or any part of Licensee's property to be abandoned and, at City's option, title to Licensee's property shall vest in City or City may dispose of Licensee's property in any manner City deems appropriate.

14. NONDISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable conduct, Licensee agrees that harassment or discrimination directed toward a City employee, or contractor, or employees, or Licensee's employee or contractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Licensee agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

15. SUBMISSION OF NOTICES: All notices, demands, requests, consents, or approvals which may or are required to be given by either party to the other shall be in writing and shall be deemed given upon (i) personal delivery or transmission by facsimile or electronic mail (unless delivery occurs on a Sunday or holiday, in which case notice will be deemed given on the next-succeeding business day), or (ii) refusal of delivery during normal business hours when sent by United States Certified or Registered Mail, postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service at the party's respective Notice Address(es) set forth in the Basic License Information. Any party may from time to time designate an alternate and/or additional address by notice.

16. CONDITION OF LICENSE AREA: The License Area is delivered to Licensee by City "as is, where is," and, as such, City makes no warranty as to such facilities and property either as to their usability generally or as to their fitness for any particular purpose. Except as expressly stated in this Agreement, no promises of City to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by City to Licensee, and City shall have no obligation to repair or maintain License Area.

17. DEFAULT:

17.1 Events of Default. The occurrence of any of the following shall constitute a "Default” by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by City within five (5)'days after written notice that it is past due. (ii) Licensee violates the restrictions on Transfer set forth in Article

12. (iii) Licensee ceases doing business as a going concern; makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors' rights; all or substantially all of Licensee's assets are subject to judicial seizure or attachment and are not released within sixty (60) days, or Licensee consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Licensee or for all or any substantial part of Licensee's assets. (iv) Licensee fails to perform or comply with any provision of this Agreement other than those described in (i) through (iii) above, and does not fully cure such failure within five (5) business days after notice to Licensee or, if such failure cannot be cured within such five (5) business-day period, Licensee fails within such five (5) business-day period to commence, Item 5.3

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17.2 Remedies. Upon Default by Licensee, City shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy City may have under this License and at law or in equity, have the ability to immediately terminate the License and Licensee's right to use the License Area. Upon notice of any such termination, Licensee shall vacate and discontinue its use of the License Area and City may take any and all actions to enforce Licensee's obligations.

17.3 City's Right to Perform Licensee's Obligations. If Licensee is in Default of any of its non-monetary obligations under this Agreement, in addition to the other rights and remedies of City provided herein, then City may at City's option, but without any obligation to do so and without further notice to Licensee, perform any such term, provision, covenant or condition or make any such payment and, except in the case of its gross negligence or willful misconduct, City by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If City performs any of Licensee's obligations hereunder in accordance with this Section 17.3, the reasonable costs and expense incurred or the payments so made shall be immediately be owed by Licensee to City, and Licensee shall promptly pay to City upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by City the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.

17.4 Severability. This Article 17 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.

18. WAIVER OF RELOCATION ASSISTANCE: Except in the event of a taking of the License Area by or under the threat of eminent domain, Licensee acknowledges that upon the expiration or earlier termination of the Term it will not be a displaced person or business and therefore waives any and all rights, benefits or privileges of the California Relocation Assistance Law, California Government Code Sections 7260 et seq. or under any similar state or federal law, statute or ordinance now or hereinafter in effect.

19. MISCELLANEOUS:

19.1 Entire Agreement. This Agreement, including all exhibits hereto, constitutes all of the covenants, conditions and agreements between and among the parties and shall supersede all prior correspondents, agreements and understandings, both verbal and written.

19.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by City and Licensee.

19.3 Severability. If any provision of this Agreement, or its application to any person or circumstance, is held invalid by any court, the invalidity or inapplicability of such provision shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so modified by and in response to such invalidation would be unreasonable or grossly inequitable under all of the circumstances or would frustrate the fundamental purposes of this Agreement. Without limiting the forgoing, if any applicable federal or state law prevents or precludes compliance with any material term of this Agreement, the parties shall promptly modify, amend, or suspend this Agreement, or any portions of this Agreement, to the extent necessary to comply with such provisions in a manner which preserves to the greatest extent possible the benefits to each of the parties to this Agreement Item 5.3

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19.4 Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.

19.5 Broker's Commissions. City and Licensee each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker in the negotiating or making of this License. Each party agrees to indemnify and hold harmless the other from any claim or claims, and costs and expenses, including attorneys' fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this License as a result of the actions of the indemnifying party.

19.6 Attorneys' Fees. In the event either party to this Agreement institutes an action, arbitration or proceeding to interpret or enforce any of the terms hereof, or to obtain money damages the prevailing party shall be entitled to recover from the other, in addition to costs and judgment as ordered by the court, its reasonable attorneys' fees, together with out-of-pocket expenses.

19.7 Access by City. In addition to access provided by this License, City shall be allowed access to the License Area at all reasonable times throughout the term of this License, for any reasonable purpose upon prior written notice to Licensee. City will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter the License Area, unless the entry is reasonably required on an emergency basis for safety, environmental, operations or security purposes. Licensee shall ensure that a telephone roster is maintained at all times for oncall persons representing Licensee who will be available on short notice, 24 hours a day, 365 days per year, and have authority to use all keys necessary to gain access to the License Area to facilitate entry in time of emergency. Licensee shall ensure that City has a current roster of such on-call personnel and their phone numbers. Licensee shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing to City one set of keys there for. All keys must be returned to City at the expiration or termination of this License. licensee shall have no claim against City for exercise of its rights of access hereunder.

19.8 OFAC Certification. Licensee represents, warrants and covenants that: (a) Licensee and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, "Specially Designated and Blocked Person" or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Licensee acknowledges that the breach of this representation, warranty and covenant by Licensee shall be an immediate Default under the Lease.

19.9 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, City hereby discloses that the License Area has not undergone inspection by a Certified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53.

19.10 Rules and Regulations. Licensee shall faithfully observe and comply with the non-discriminatory rules and regulations attached hereto as Exhibit B and incorporated herein by this reference, as the same may be modified from time to time by City. Any additions or modifications to those rules shall be binding upon Licensee upon City's delivery of a copy to Licensee.

Item 5.3

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19.11 Further Assurances. All parties agree to cooperate fully and execute any and all supplementary documents and take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

19.12 Time. Time is of essence of every provision herein contained in this Agreement.

19.13 Captions. All captions and headings in this Agreement are for the purpose of reference and convenience and shall not limit or expand the provisions of this Agreement.

19.14 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. All actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts located within the County of San Mateo, State of California.

19.15 Authority. If Licensee is a corporation, limited liability company, partnership, trust, association or other entity, Licensee and each person executing this License on behalf of Licensee does hereby covenant and warrant that (a) Licensee is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Licensee has and is duly qualified to do business in California, (c) Licensee has full corporate, company, partnership, trust, association or other power and authority to enter into this License and to perform all Licensee's obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this License on behalf of Licensee is duly and validly authorized to do so. Upon execution hereof and at City's request, Licensee shall provide City with written evidence substantiating the authority of the person(s) executing this Agreement on behalf of Licensee to bind Licensee to this Agreement.

19.16 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, City and Licensee have respectively signed and sealed this License as of the day and year first above written.

LICENSEE:

Clayroom San Mateo, LLC, a California
Limited Liability Company
By: __________________________
Neil Gershgorn
Managing Member
Date:

CITY:

CITY OF FOSTER CITY, a
general law City
By:____________________
Stefan Chatwin
City Manager
Date:

Item 5.3

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Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 Approved as to form:

By:_______________________
Benjamin L. Stock
City Attorney
Attest:

By:________________________
Priscilla Schaus, City Clerk
Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026

EXHIBIT A - LICENSE AREA
Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 EXHIBIT A-1

ILLUSTRATION OF COMMUNITY CENTER
Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026

EXHIBIT B

RULES AND REGULATIONS
Licensee shall faithfully observe and comply with the following Rules and Regulations.

City shall not be responsible to Licensee for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other Licensees or occupants of the Community Center. In the event of any conflicts between the Rules and Regulations and other provisions of this License, the latter shall control.

1. City will set hours of operation for the Community Center and will notify Licensee of the hours. Licensee may access and operate within the License Area outside of these hours using the exterior access door to the License Area, provided Licensee has notified City of its intended hours of operation and expected uses outside of normal Community Center hours.

2. City shall have the right to control and operate the public portions of the Community Center and the public facilities, as well as facilities furnished for the common use of the Licensees, in such manner as it deems best for the benefit of all licensees generally.

3. No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area without the prior written consent of City. This prohibition shall include any portable signs or vehicles placed within the parking lot, Common Area or on streets adjacent thereto for the purpose of advertising or display. City shall have the right to remove any such unapproved item without notice and at Licensee's expense. Any and all signs must be posted in compliance with the City of Foster City’s Municipal Code’s rules concerning signs.

4. Machinery, equipment and apparatus belonging to Licensee which causes noise or vibration that may be transmitted to the Common Area or other concessions within the Community Center to such a degree as to be objectionable to City or other licensees or to cause harm to the Community Center, shall be placed and maintained by Licensee, at Licensee's expense, on vibration eliminators or other devices sufficient to eliminate the transmission of such noise and vibration. Licensee shall cease using any such machinery which causes objectionable noise and vibration which cannot be sufficiently mitigated.

5. All goods, including materials used to store goods, delivered to the License Area shall be immediately moved into the License Area and shall not be left in parking or exterior loading areas overnight. Deliveries must be coordinated with City staff.

6. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substances of any kind whatsoever shall be thrown therein. The expense of the repair of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Licensee who, or whose employees, agents, visitors or licensees shall have caused the same.

7. Licensee shall cooperate fully with City to ensure the effective operation of the Community Center's air conditioning systems, if applicable. If Licensee shall so use the License Area that noxious or objectionable fumes, vapors and/or odors are created, then Licensee shall provide proper ventilation equipment for the discharge of such fumes, vapors and odors so that they shall not enter into the air conditioning system or be discharged into other vents or flues of the Community Center or annoy any of the other Licensees of the Community Center or adjacent properties. The design, location and installation of such equipment shall be subject to the City's approval. Soiled diapers, if any, shall be stored in a manner which mitigates odor to the fullest extent possible.

Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026

8. All window coverings installed by Licensee and visible from the outside of the Community Center require the prior written approval of City.

9. The sashes, sash doors, skylights, windows and doors that reflect or admit light or air into the halls, passageways or other public places in the Community Center shall not be covered or obstructed by Licensee.

10. Licensee shall not overload the floor of the License Area.

11. No awnings or other projections over or around the windows or entrances of the License Area shall be installed by any Licensee without the prior written consent of City.

12. Licensee hereby acknowledges that City shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the License Area closed.

13. No auction, liquidation, fire sale, going out of business or bankruptcy sale shall be conducted in or about the License Area without the prior written consent of City.

14. No Licensee shall use or permit the use of any portion of the License Area for living quarters, sleeping apartments or lodging rooms.

15. Licensee, Licensee's agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking. Licensee, Licensee's agents, employees, contractors, licensees, or visitors may make use of public parking at the Community Center just as other members of the public may, and subject to the same rules and regulations of members of the public. No parking privileges of any kind are included in the License.

16. If the License Area are or become infested with vermin as a result of the use or any misuse or neglect of the License Area by Licensee, its agents, employees, contractors, visitors or licensees, Licensee shall forthwith, at Licensee's expenses, cause the same to be exterminated from time to time to the satisfaction of City and shall employ such licensed exterminators as shall be approved in writing in advance by City.

17. Licensee shall not use the name of the Community Center for any purpose other than as the address of the business to be conducted by Licensee in the License Area, nor shall Licensee use any picture of the Community Center in its advertising, stationary or in any other manner without the prior written permission of City. City expressly reserves the right at any time to change said name without in any manner being liable to Licensee therefor.

18. Licensee, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules, property around the Community Center or any Common Area for the purpose of smoking tobacco products or for any other purposes, nor in any way obstruct such areas, and shall use them only as a mean of ingress and egress from the License Area.

19. Licensee or Licensee's employees are expected to conduct themselves in a professional manner with the public and staff. The City of Foster City has a zero tolerance harassment policy. This policy prohibits harassment or discrimination because of an individual’s protected classification. Protected classification includes sex, race, religious Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026 creed, color, national origin or ancestry, physical or mental disability, medical condition, marital status, age or sexual orientation. Harassment refers to behavior which is not welcomed, is personally offensive to the victim and a reasonable person, and interferes with the individual’s ability to participate in a program, effectively carry out the duties of his/her position.

20. City reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in City's judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, Common Area and Community Center, and for the preservation of good order therein, as well as for the convenience of other occupants and Licensees thereof.

City may waive any one or more of these Rules and Regulations for the benefit of any particular Licensee, but no such waiver by City shall be construed as a waiver of such Rules and Regulations in favor of any other Licensee, nor prevent City from thereafter enforcing any such Rules and Regulations against any or all Licensees of the Community Center. Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition for its use of the License Area.

Item 5.3

Exhibits
4928-2053-5989 v2
Clayroom License Agreement 4910-6112-6349 v.1.docx September 2, 2026

EXHIBIT C

LICENSEE PROPOSAL
Item 5.3

[Clayroom/Neil Gershgorn]

1. Cover Letter & Organizational Overview
• Mission & Leadership: We are a network of community pottery studios where our “north star” or core ethos is to uplift people and connect with others. Uplifting comes from teaching people the joys of the practice of ceramics, where they grow an appreciation for the art, they find a creative outlet to express themselves and build selfconfidence and self-worth. Connection comes organically from individuals learning with and amongst each other and more formally (inorganic) through community programming (i.e. fundraisers, ceramic events), artists demonstrations/talks and workshops, which include both visiting artists. Our hope is that the studio serves as a third place for people irrespective of how much and little experience they have. We are excited about this opportunity because this would allow us to partner directly with a city with community programming and outreach, allow us to continue to expand some of the programming beyond our current studio in San Mateo, which is jammed packed. • Years in Operation: I’m the founder of Clayroom, which we have been in business for 8 years (March, 2018) and I currently run 6 studios in the Bay Area. Our programming consists:
o Long format classes- Usually 6-week classes where there is a wide range of topics from Intro to Clay to specialty culture classes (i.e. Korean ceramics) to projectbased classes (Tableware). These classes meet 1x per week with formal instruction and also include open studio hours
o Workshops- We bring in between 24-30 visiting artists across the network of studios to do artists talks and put on workshops on specialty subject matter for more advanced potters. This is a great way to open the community up to how expansive the discipline is and also a means of professionally developing our internal team and keeping the energy high
o Kids programming- I think of myself as a kid at heart- and it’s amazing to see how creative kids are without the filters and getting them experience to express themselves and explore. Our kids programming consists of 6-week after-school classes, summer camps and 1-time classes
o Memberships- For more experienced ceramists, we offer memberships, which allows one to utilize the studio independently without having to take formal classes
o 1-time classes- A great way to get someone to try clay and wheel-throwing and hand-building without the commitment and pricing of a 6-week class. • Relevant Experience: As aforementioned, a

2. Program Approach (Weighted 30%)
Item 5.3

• Curriculum Framework: Teaching philosophy is equal if not more important than the curriculum itself. We stress the importance of finding instructors who are intrinsically motivated to help others and love to teach- they get joy from teaching. The framework for teaching and our classes is that each class starts with

1. the group coming together, an opportunity for students to connect and to chat about last week (what went well, what were the challenges)and what they are working on this current week and going forward

2. Demonstration where the instructor provides a thorough but concise demonstration on the week’s subject and answers any questions students may have. Idea is to provide just the right information in no more than 15 minute intervals (we have relatively short attention spans)

3. Individually work time- The instructor uses most of the time to work individually with students to help show them and support them. This is where students can really get tangible help on areas they need help with.
o All of our classes have a week-by-week breakout of what is expected of the class that is also shared with students. The is the backbone of the class and instructors are expected to follow this, but there is also lead way that is given to the instructor though to emphasize and focus on certain aspects that more speak to them
• Class Offerings: I envision having a mixture of hand-building/sculpture classes as well as wheel based classes. Here is a sample of potential classes:

Foundational Classes (Beginner)
• Intro to Clay: A 6-week deep dive into the basics. Students learn wheel throwing (centering and pulling walls), trimming, glazing, and fundamental hand-building techniques. It is designed for those with no prior experience. • Functional Hand-Building: This class moves away from the wheel to focus on manual construction. Techniques covered include pinching, slab construction, and using bisque press molds, with a heavy emphasis on surface texture and color design. • Intro to Sculpture: focuses on translating personal expression into abstract ceramic sculpture. All the fundamentals of sculpture are covered as students work to construct 1 piece throughout the 6-week class series.

Intermediate & Technique Expansion
• Next Step Wheel: For those who have "caught the pottery bug" and can center clay comfortably. This course focuses on refining techniques, creating symmetry, and learning to "throw off the hump" (making multiple small items from one large piece of clay).
• Intermediate Clay: Helps students find their personal artistic "voice." Projects are more complex and include teapots, lidded jars, nested bowls, and closed forms.

Item 5.3

• "Push It" – Intermediate: A specialized version of the Intermediate class focused on taking risks with wheel-throwing techniques to achieve more ambitious results in scale and form.
• Tableware: Focuses specifically on the discipline of creating sets. Students work on achieving symmetry for a 4-piece dinnerware set and move into larger items like pitchers and serving platters.
• Surface Design: Class is a six-week course that focuses on various techniques for decorating and finishing ceramic pieces, both on slabs and thrown cylinders Specialized & Advanced Classes
• Journeys in Porcelain: Porcelain is known as the "diva of clay" due to its difficulty. This class teaches the specific hydration and compression techniques needed to master it, often focusing on delicate forms like lamp shades.
• Colored Clay: A hybrid of hand-building and wheel-throwing that explores "Nerikomi" (patterned blocks), marbling on the wheel, and surface designs like sgraffito and slip transfers.
• Japanese Tableware: An immersion into traditional Japanese styles and history.

Students learn specific methods like kurinuki (hollowing out), mishima (inlay), and tobikanna (chattering) to create tea wares and vases.
• Home Decor & Design: A unique cross-medium course. While primarily ceramic-based (clocks, bookends), it includes one week of woodworking/woodturning to create components like the neck of a lamp.

Kids Programming:
• 6-week Class series: Various thematic project-based classes that organically teaches kids the fundamentals of hand-building (pinching, coiling and slab work) with 1-2 weeks of wheel-throwing to give the kiddos a great time and experience. If we strike the right balance, the subject matter is interesting enough that provides flexibility for kids to think creatively about the subject and bring their own ideas to their project rather than everyone making the same exact object.
• Age & Skill Groupings: We believe that partitioning the classes between adults, kids and parent/kids can level set expectations. Kids are amazing but their attention spans/focus, muscles are quite a bit different. As such, classes that aren’t explicitly stated as kids are for ages 14 and up.
• Summer Camps- 9am-3:30pm from Monday-Friday (1-weekday long) camps throughout the summer that offer a creative outlet for kids aged 1st-4 th grade and another cohort
for 5-8
th graders. These camps would be capped at 11 students and have 2 instructors throughout the camp.

Other Programming:
• Memberships- Given the # of wheels and size of the space, there is an opportunity to add a membership base to the studio to allow folks to use the studio independently without taking a class
Item 5.3

• On average we currently host 2-3 workshops per month that typically involve visiting artists. This is a way to offer very specific techniques that go beyond what could be taught in a standard class. My hope is to be able to leverage these visiting artists and bring them down to the studio for artists talks and workshops too. This is a great opportunity to inspire potters and give kids and adults exposure to • Sample Schedule: A sample long format schedule is highlighted below:

We would Tentatively plan for 11 adult classes and 3 recurring kids/kids & parent classes. Adult 6-week class will be priced at $320 for Foster City residents and $370 for the general public. Kids 6-week programming will be priced $250 for Foster City Residents and $300 for the general public.
• Inclusion & Accessibility: Currently we offer scholarships at each of our studios to 1-2 individuals from the BIPOC and those who can’t afford the class. There is an application that is completed online and I’d hope we be able to do likewise here. Such has not been accounted for in the financial model, but shouldn’t materially move the needle.

3. Staffing Plan (Weighted 20%)
• Roles & Qualifications: 1 Full-time (40-hours per week) Program and Facility Manager and 2 part time studio techs (24 hours per week each). Program and Facility Manager must have 2-3 years of experience working in a community-based studio. • Class sizes and Student/Instructor Ratios: Wheel based classes will have a 1:10 ratio, to keep classes intimate and allow instructors the ability to work individually with students.

Hand-building classes will be 1:8
• Holiday and Closures: Studio will be closed for all federal holidays and between Christmas and the New Year.
• Operating Hours: 1pm-9pm daily, exception being summer camps • Coverage: Having in essence 2.25 staff members allows the flexibility to be ambitious with our programming, community outreach/events, but is also financial sustainable and keeping the team busy in a good way. The nightly janitorial cleaning and staffing plan will also help this and has been accounted for. I do expect that if a part-time tech was out for a week that our existing 2 headcount could cover the week and maintain the studio. We could also have 1-2 individuals who work at Clayroom to be trained and in emergencies or heavily short staffed who could assist on covering a shift or 2 in needed.

Monday Tuesday Wednesday Thursday Friday Saturday Sunday Morning Intro Kids Programming Intro
Afternoon After-School Kids Programming Parent/Kid Class Evening slot #1 Intro Intro Intro 2.0 Tableware Intro
Evening Slot #2 Surface Design
Functional
Hand-building Sculpture
Advanced
Hand-building
Legend:

Wheel Based Classes X
Non-Wheel Based Classes X
Item 5.3

• Training and professional development: Currently the entire Clayroom team partakes in quarterly “all-hands” meetings to go over various technical topics including glaze making, kiln maintenance (changing kiln elements), studio best practices for safety, mold making and other topics. Staff is also allowed to TA various visiting artists workshops throughout the year. My hope is that such would also be available to staff at Foster City Rec Center
• Background Checks: All staff and instructors will be doing a background check through GoodHire

4. Financial Sustainability (Weighted 20%)
• Anticipated Revenue/Expenses: The financial projections are reflected on an average month and pro-rata to account for such items as summer camps that don’t run year round and 6-week classes, which happen only 8x a year.
o Given the studio size, it will be a largely class driven studio with roughly 2/3 of revenue deriving from classes.
o Financial Opportunities:
▪ Memberships- Given the 3-kilns there will be capacity to increase the # of memberships that the studio offers. We are currently forecasting 25 members, but given the kiln capacity, I do think it’s possible to double the # of members My largest concern is that actual sq/ft of the ceramics facility is quite small and given that our staffing won’t be ▪ Kids programming- Right now we see almost endless demand for kids programming and that’s amazing. I have put in a sizeable amount of youth programming under the assumption that this studio should serve the entire Foster City community, not just youth. However, if needed, I do think there is an opportunity to run after-school classes and summer camps more frequent if need be
o Financial Risks:
▪ Classes- Right now in our San Mateo studio we are running 14x 6-week classes per session vs. 11x in this financial projection. There is definitely kiln capacity (space to fire this amount of work), but I’m a bit concerned about working space in the studio, given our San Mateo studio +5k sq/ft vs. 1355 sq/ft for this facility. Finding the right balance where the studio feels busy and has great energy but doesn’t feel too crowded is something we have to consider.

Monthly Expected Revenue
Monthly Projection %
6-week Wheel Classes (Pro-rata) $15,295 44%
6-week Hand-building Classes (Pro-rata) $6,900 20%
Membership $5,125 15%
Kids Classes (Pro-rata) $4,125 12%
Summer Camp Revenue (Pro-rata) $2,013 6%
Workshop Projections $1,083 3%
Item 5.3

Total Monthly Revenue $34,541
Credit Card Processing Fees ($1,036)
• Resident Priority & Discounts: Foster City Residents should get early enrollment (1- week before it opens to the general public) and will receive discounts for all class programming, including kids camps and after-school. Such is reflected in the financial projections with Foster City residents representing 50% of enrollment. • Additional questions:
o Utilities- Who is responsible for this? If it’s the operator, we would need to ensure we are on a separate panel for PG&E. Right now, our financial projections are including these expected expenses.

5. Family & Community Engagement (Weighted 20%)
• Engagement Strategies:
o Community Classes- I’d love to be able to offer frequent free classes to specific community organizations who wouldn’t normally have the opportunity to touch and work with clay and for potential fundraising efforts. o End of Class Session Gallery- We are so excited about this opportunity. I’d love to at the end of every 6-week class session to do a small gallery show where students can bring their +1 if they like and celebrate their work with a fun evening. We can use the display shelves to show off the work and open it up the community
o Visiting Artist Talks- As aforementioned, our hope is to tap into our existing visiting artists workshops to be able to bring some of the artists to the studio for free artists talks. The T&E budget represents spending associated with this. We could also use the display shelves to showcase some of the visiting artists work o Member/Student Sales- 2x a year the opportunity for our students and members to do a pop-up ceramic sale for the general public during the Christmas holiday period and before Mother’s Day. Great way for members to engage • Marketing Coordination: We can also tap into our existing market and waiting list for students and memberships to take classes as well. I’d hope we could be included in Foster City Rec Center general marketing and communication

6. Studio & Facility Management (Weighted 10%)
• Given the kiln room and glaze/material room is separated from the rest of the space this will make it a lot easier to manage effectively. Each of our facilities has its own safety plan given that each is uniquely different. Nevertheless, broadly speaking each new hire goes through 1-week of onboard safety and “best practices” training with a team member and must sign off on cleaning and safety standards.

Safety
Item 5.3

All employees are tasked with helping maintain a safe work environment and complying with all safety and health laws and regulations. Employees must report all injuries, accidents, illnesses, safety hazards, and health concerns that they experience or observe to a manager. Failure to abide by company safety policies or to report unsafe conditions may result in discipline. Contact a manager if you or another co-worker is injured on the job. If necessary, contact emergency medical assistance.

Employee Responsibility: All studio employees and members share the responsibility for maintaining a safe environment. This includes a duty to strictly follow all established safety rules and procedures, as well as to consistently use all required Personal Protective Equipment (PPE) for the tasks they are performing. Furthermore, individuals must immediately report any unsafe conditions, injuries, or near-miss incidents to the Program Administrator (head of studio at each studio). Finally, everyone is expected to proactively seek clarification by asking questions if they are ever unsure about the safe operation of a task, material, or piece of equipment.

Employees are required to know and observe OSHA regulations, including helping prevent fires and maintain safe practices for avoiding fires in the workplace. Do not block access to any fire exits, doorways, windows, or fire extinguishers. Please keep all flammable materials stored in covered metal containers.

As valued members of our team, we strive to ensure your personal security at all times. With this aim, we maintain the following Safety measures:

Compliance: Compliance with this safety program is mandatory for all individuals using the studio.
• We will ensure compliance by providing training, offering resources, and correcting unsafe behavior.
• Studio users who repeatedly or willfully violate safety rules may be subject to disciplinary action, which may include retraining, loss of studio privileges, or termination of employment/membership.
• Positive recognition will be given to individuals who demonstrate exceptional commitment to safety.

Job-Specific Training: Users will be trained on the specific hazards of any equipment or task, including:
• Kiln Operation: Only authorized personnel may operate the kilns. Training includes prefiring checks, programming, ventilation requirements, and PPE (kiln gloves, safety glasses).
• Clay Mixing: Training on using the clay mixer (if applicable), including machine guarding, and proper respiratory protection (N95/P100 respirator) to avoid dust.

Item 5.3

• Glaze Mixing: Training on reading SDS, using a half facepiece respirator, gloves, and eye protection to prevent inhalation and skin contact.

Kiln Room:
• Only trained and authorized personnel may load, program, or unload kilns. • A kiln log should be maintained with each firing logged by which kiln was fired, the type of firing (bisque/glaze),
• Gloves and eye protection must be used when repairing kiln shelves • Kiln exhaust venting must be on at all times
• 2-foot clearance around all kilns
• No flammable materials left in the kiln room
Glaze Mixing Room Overall Policies:
• Wear a respirator (half facepiece respirator w/ filters) every time you use the room for transferring mixing raw materials, safety glasses, and chemical-resistant gloves (e.g., nitrile) when mixing glaze
• Ensure indoor Air Quality Monitor is on and AQI is under 50 • Do not sweep in the glaze room. Please use a wet sponge or mop instead • Clean up tools and put them away after each use
• Change the water after each use
• Mop space after each use
• Raw materials should be kept in closed containers to prevent exposure • Raw materials should be mixed in well ventilated room with an exhaust fan running at all times
General Cleaning
• Wet cleaning ONLY. Studio floors will be mopped during the closing shift and then again before opening
• All left over clay at the end of the session will be discarded into the clay trimming buckets
• No clay will be left on the floors of the studio
• Water buckets by the wedging tables will be replaced on as needed basis • All designated scraps will go in the scrap buckets, which will be moved to the reclaim room when filled
• All sinks to be cleaned 1x per week on Mondays
• Class shelf clear-out for greenware will happen on the last Saturday and Sunday of a 6- week class session
• 2-weeks following the session, all bisque and glaze ware will be boxed up and labeled by class code and session
Detailed Plans:

Item 5.3

Task /
Area Potential Hazard Who is at Risk? Control Measures (How we prevent injury) General
Studio
Cleaning
Inhalation of
Crystalline Silica
Dust from dried
clay scraps
All users
* Wet cleaning methods ONLY. Mop floors
daily. * Wipe down all surfaces (wheels,
tables, bats, shelves) with a wet sponge at
the end of each shift/session. Studio floors
will be mopped again during the morning
shift * Scrape dried clay scraps into a
designated bucket; do not let them turn to
dust on the floor. * Use a HEPA-filter
vacuum for any dust; standard vacuums will
exhaust fine silica back into the air.

Glaze
Room /
Glaze
Mixing
Chemical Exposure
via inhalation or
ingestion. Skin/eye
irritation.

Glaze
mixers, all
users
* No eating or drinking in the studio,
especially the glaze room. * Wear a
respirator (half facepiece respirator w/
filters), safety glasses, and chemicalresistant gloves (e.g., nitrile) when mixing glazes. * Wash hands thoroughly after
glazing and before eating, drinking, or
smoking. * Label all glazes clearly. "Food
Safe" status must be verified by the studio.
* Clean all spills immediately with wet
methods. * Keep SDS binder in the glaze
room.* Ensure indoor air quality index is
under 50* All non-commercial glazes should
be mixed in the spray booth with the 1250
CFM exhaust fan turned on
Electric
Kiln Area
Burns: Hot kiln
surfaces and pots.

Eye Damage:

Infrared radiation
from peepholes.

Fire: Flammable
materials too close.

Kiln
operators,
all users
* Only trained and authorized personnel
may load, program, or unload kilns. * Kiln
room must be properly ventilated with an
approved exhaust fan system that vents
directly outdoors. * Keep a 2-foot clearance
around all kilns. No flammable materials
(paper, cardboard, solvents) in the kiln
room. * Wear kiln gloves and safety glasses
when loading/unloading. * Wear approved
IR-blocking glasses (#1.7 to #3.0 shade)
when looking in peepholes.

General
Studio
Slips, Trips & Falls:

Wet floors, clay
scraps, clutter,
extension cords.

All users
* Clean up all water and clay spills
immediately. * Keep walkways, aisles, and
exits clear of bags, buckets, and personal
Item 5.3

items. * Wear appropriate, closed-toe
footwear.
• Emergency Operations: We will maintain a written Emergency Operations Plan with incident reporting procedures.

7. References & Required Attachments
• Insurance: Include proof of the required coverages (CGL, Auto, Workers' Comp, SAM). • Exceptions: State any alternative approaches or exceptions to the RFI requirements.

Submission Checklist
• [ ] PDF response (Max 20 pages)
• [ ] Editable Excel file for financials
• [ ] Proof of Insurance
• [ ] Signed Addenda Acknowledgments
Item 5.3

RESOLUTION NO.________

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

AUTHORIZING THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT WITH C2C COFFEE CO. LLC DBA KAIZEN & COFFEE FOR CAFÉ OPERATIONS AT THE

FOSTER CITY COMMUNITY CENTER

CITY OF FOSTER CITY
WHEREAS, the City of Foster City is constructing a new Community Center to provide expanded recreational, educational, cultural, and community services for residents; and
WHEREAS, on February 17, 2026, the City Council approved the Foster City Community Center Business Operations Plan, which identified partnerships with qualified operators as an important component of the Community Center's operating model; and
WHEREAS, pursuant to the Business Operations Plan, the City issued a Request for Information (RFI) for café operations to identify a qualified operator for this program area; and
WHEREAS, staff conducted a competitive evaluation process that included proposal review, interviews, supplemental information requests, and negotiations; and WHEREAS, based on that process, staff recommends entering into a License Agreement with C2c Coffee Co. LLC dba Kaizen & Coffee; and WHEREAS, in July 2023, the City of Foster City, in accordance with the requirements of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines adopted by the Secretary of Resources, and the City of Foster City Environmental Review Guidelines, prepared an Initial Study and Mitigated Negative Declaration (SCH # 20231009) with Standard Conditions and Mitigation Monitoring and Reporting Program (SCAMMRP), and CEQA Findings (IS/MND) for the Recreation Center Rebuild Project. No further review under CEQA is necessary as the uses of the Foster City Community Center and the License Agreements for an early education program, cafe and a ceramic studio are consistent with the project considered under the IS/MND and the Addendum. No substantial changes are proposed in the project which will require revisions of the previous MND, nor substantial changes to the circumstances under which the project is being undertaken which will require major revisions to the MND, nor is there any new information of substantial importance, which was not known at the time the MND was approved pursuant to CEQA Guidelines section 15162; andthe WHEREAS, City Council has reviewed the proposed License Agreement and finds that it will expand services available at the Community Center, enhance the visitor experience, and support the City's vision for the new facility while maintaining appropriate City oversight.

Item 5.3

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

1. Approves the License Agreement with C2c Coffee Co. LLC dba Kaizen & Coffee for operation of the Community Center Café at the Foster City Community Center for a five-year term, with the option to extend the term for up to two additional twoyear periods.

2. Authorizes the City Manager to execute the License Agreement, substantially in the form presented to the City Council, with any non-substantive revisions approved by the City Attorney.

PASSED AND ADOPTED as a resolution of the City Council of the City of Foster City at the regular meeting held on the 21st day of September 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________________

ART KIESEL, MAYOR
ATTEST:
_______________________________________

PRISCILLA SCHAUS, CITY CLERK
Item 5.3

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LICENSE AGREEMENT

BASIC LICENSE

INFORMATION
License Date: ________, 2026, for reference purposes only City: City of Foster City, a general law city
City's Address: City of Foster City
610 Foster City
Boulevard
Foster City, CA 94404
Tel: (650) 286-3220
Attn: City Manager
Licensee: C2c Coffee Co. LLC dba Kaizen & Coffee
Licensee's Address: 2337 S.El Camino Real
San Mateo, CA 94403
Tel:(415) 504-5300
Attn: Jason Naraja
License Area: The areas in the Community Center, which include the Café Frontof-House, and Back-of-House room, and is approximately 818 square feet in total. The License Area is depicted in Exhibit A, and is referred to herein as the “License Area”. The building comprising the Community Center is depicted on Exhibit A-1 and is referred to herein as the “Community Center”.

Length of Term: Five Years (Sixty Months)
Licensee may request up to two (2) successive extension terms of two (2) years each (each an “Extended Term”) by providing written notice to the City not less than one hundred eighty (180) days prior to expiration of the Initial or Extended Term.

Commencement Date: September 22, 2026
Expiration Date: September 21, 2031 (Initial Term)
License Fee: Five percent (5%) of Licensee's Gross Receipts in each calendar month, or Three Thousand Dollars ($3,000), whichever is greater.

Beginning on the first anniversary of the Commencement Date and annually thereafter during the Term, the monthly minimum License Fee shall increase by the percentage increase in the Consumer Price Index during the preceding twelve (12) months, provided that any such annual increase shall not exceed three percent (3%) and the monthly minimum License Fee shall not decrease.

Item 5.3

2 4928-2053-5989 v2
Security Deposit: $3,000
Permitted Use: Operation and maintenance of Café (coffee shop) and related equipment and storing supplies when not in use, and for no other purpose.

Brokers: None
Exhibits A - License Area
A1- Community Center
A2- Commercial Kitchen
B - Rules and Regulations
C – Licensee Proposal
Item 5.3

3 4928-2053-5989 v2

LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this day of 2026 ("Agreement'), by and between the CITY OF FOSTER CITY, a California municipal corporation ("City"), and C2c Coffee Co. LLC dba KAIZEN & COFFEE, a California Limited Liability Company ("Licensee").

1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, City hereby grants permission to Licensee to carry out the Permitted Uses within the License Area all as described herein below ("License").

2. LICENSE AREA:

2.1 License Area. Subject to the terms and conditions of this License, Licensee may occupy those areas as specified in the Basic License Information, as depicted on Exhibit A attached hereto and incorporated herein ("License Area"). The License Area has the address specified in the Basic License Information.

2.2 Commercial Kitchen Access: In addition to the License Area, and subject to the rules and regulations attached hereto as Exhibit B, Licensee shall have the non-exclusive right, to use of the Commercial Kitchen Area depicted on Exhibit A-2 to support Café operations and other City-approved activities. Licensee's use of the Commercial Kitchen Area shall be subject to scheduling coordination with the City and compliance with all applicable health and safety laws.

Use of the Commercial Kitchen Area for private off-site catering, private food orders unrelated to Community Center operations, commissary operations, or other commercial food production shall require a separate rental in accordance with the City's Master Fee Schedule or other written authorization from the City. Any food or beverage sales generated through use of the Commercial Kitchen Area shall be included in Gross Receipts for purposes of calculating the License Fee.

Licensee shall leave the Commercial Kitchen Area in a clean and sanitary condition following each use

2.3 Common Area. In addition to the License Area, and subject to the rules and regulations attached hereto as Exhibit B, Licensee shall have the non-exclusive right, in common with any other members of the public and licensees of the Community Center to use the common areas of the Community Center which are open to the public ("Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, and visitors, in common with City and all other occupants of the Community Center, members of the public, and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Area from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by Licensee and dispose of such items. Licensee and Licensee's employees, agents, suppliers, and visitors’ use of the Common Area shall be subject to the same rules and regulations applicable to members of the public; no special privileges or licenses are afforded hereunder.

2.4 No Representations. Licensee accepts the License Area in "AS-IS" condition "WITH ALL FAULTS" without any representations or warranties by City, and with no obligation of City to make alterations or improvements to the License Area. City makes no representations or warranties, express or implied, concerning (i) title, (ii) physical, geological, seismological or environmental condition, (iii) the quality, nature or adequacy of any utilities serving the License Area, (iv) the present or future suitability of the License Area for Licensee’s business Item 5.3