28 damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.
8. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.
9. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.
10. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
11. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT F
Item 6.4
29 EXHIBIT G
CONTRACTOR’S PROPOSAL
(CONTINUED ON FOLLOWING PAGE)
Item 6.4
FORM 1
SECTION 1: Contact Information
1. COMPANY NAME
2. CONTRACTOR
LICENSE NUMBER
3. FEDERAL TAX ID NUMBER 4. YEARS IN BUSINESS
5. BILLING ADDRESS 6. CITY 7. STATE/ZIP
8. TELEPHONE 9. FAX 10. EMAIL
11. CONTACT PERSON 12. TITLE
SECTION 2: Addenda
I acknowledge receipt of the following addenda:
Addenda Number Date
SECTION 3: Qualifications
List all Contractor Licenses, Certifications, Experience, Qualifications, Reputation, Service Capabilities and Quality Related to the Contract Scope of Work.
SECTION 4: Conflict of Interest
☐ By checking this box, the proposer confirms that this engagement will not result in a conflict of interest for the organization or any of its team members.
SECTION 5: References
Include at least three (3) organizations which can be used as references for performance of similar services. Where possible, include references from public sector agencies.
PROJECT: CONTRACT PERIOD:
CITY OF FOSTER CITY / ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
ON-CALL PUBLIC WORKS MAINTENANCE AND
URGENT/EMERGENCY SERVICES
October 19, 2026, through October 18, 2029, with
City/District option to extend through October 18,
2031
Golden Bay Construction, Inc.
451401 94-2918512 43
3826 Depot Road Hayward CA 94545
510-783-2960 510-783-2971 [email protected]
Johnny Zanette President
See Attached
Item 6.4
Reference 1:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
Reference 2:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
Reference 3:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
See Attached
Item 6.4
Completed PROJECT NAME TYPE OF WORK AWARDED BY CONTACT NAME & NUMBER
CONTRACT
AMOUNT
2021 Remove and Replace
Concrete Within ROW
Sidewalk Repair and
Misc Construction City of San Jose Thomas Coxum (408) 569-4552 $ 2,030,041 2021 Linden Ave Ph2 - Spruce Ave
Traffic Calming Street Reconstruction City of South San Francisco Angel Torres (650)
829-6660 $ 1,354,775
2021 Central Corridor & Bike / Ped
Safety Improvements
Sidewalk and Street
Reconstruction City of Daly City Shirley Chan (650) 991-8231 $ 2,117,549 2022 Middlefield Road Bike /
Pedestrian Improvements
Sidewalk and Street
Reconstruction
City of Redwood
City
Peter Delgado
(650) 740-7350 $ 8,062,064
2022 Washington / Osgood
Intersection Safety Imp.
Sidewalk and Street
Reconstruction City of Fremont Rich Dalton (510) 402-8809 $ 848,907 2023 Spyglass Drive Storm Drain
Improvements Storm Drain City of San Bruno Jack Cate (925) 407-7415 $ 957,256 2023 Tract 8058 Access & Utilities Underground Utilities & Concrete Flatwork City of Hayward Geoff Titus (510) 583-4757 $ 996,537 2023 RRFB & HAWK Project Sidewalk and Street
Reconstruction City of Morgan Hill Yat Cho (408) 836-2491 $ 729,046 2024 Walnut & Liberty Intersection
Improvements
Sidewalk and Street
Reconstruction City of Fremont Thomas Fong (510) 585-6521 $ 1,364,184 2024 Roosevelt Avenue QuickBuild Traffic Calming Project Sidewalk and Street
Reconstruction
City of Redwood
City
Erik Zhen (650)
208-6068 $ 1,664,575
2024 Cap. Upgrade E. Meadow &
Connection to Adobe Creek
Underground Utilities &
Street Reconstruction City of Palo Alto Vicki Thai (408) 483-7517 $ 1,390,347 2025 Christopher Lane Water Main Underground Utilities Purissima Hills Water District
Tammy Rudock
(650) 948-1217 $ 2,676,014
2025 SJC Admin Parking Lot
Safety Upgrades
Sidewalk and Street
Reconstruction City of San Jose Ruben Flores (408) 623-4230 $ 1,296,882
PROJECT REFERENCE LIST - - - COMPLETED JOBS
3826 depot road, hayward, ca 94545
(510) 783-2960 / fax (510) 783-2971
Item 6.4
SECTION 6: Proposal Cost
Proposed Hourly Rates for On-Call Services
Under the Master Agreement, the City/District will issue Task Orders to City/District selected on-call contractors to provide services for urgent or emergency events on a “Time and Materials” basis, where the services are expected to not exceed the City/District Manager’s signing authority which is currently $75,000 and may additionally increase over the term of the agreements as allowed under the Public Contracts Code and authorized by City Council. For emergency services, the task order may exceed the above limits if deemed an emergency per Foster City Municipal Code section 3.04.280. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and may be required to provide a construction performance bond.
No work shall be performed under the Master Agreement except to the extent the Contractor receives a Task Order from the City/District Authorized Representative. If services are needed by the City/District, the City/District will request proposals from on-call contractors for each Task Order when services are needed. Contractor would then respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after City/District’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services.
Tradesfor which your company is licensed and proposing to provide service under this Master Agreement:
Enter personnel type and labor rates for any personnel who may be deployed to complete the tasks listed in the Scope of Work. Additional sheets may be added as needed to complete this section.
Enter Personnel Type Enter Personnel Type Enter Personnel Type Enter Personnel Type Standard Rate $ $ $ $
Weekday Overtime Rate $ $ $ $
Weekend Overtime Rate $ $ $ $
Holiday Rate $ $ $ $
Other (Specify) $ $ $ $
Other (Specify) $ $ $ $
Underground utilities, concrete, asphalt paving, seal coat, striping and signage as well as other trades as described in Section 3
Super/FM/OE Journeyman
165.00
221.00
277.00
1.5x Overtime
2x Overtime
180.00
224.00
136.00
Notes and additional rates:
1) Super/FM/OE: Superintendent / Foreman / Operating Engineer 2) Trucks, equipment rates to be paid based on Caltrans published Equipment Rental Rate for owned equipment plus markup as listed on the following page for material markup. 3) Rental equipment, subcontractors, bonds, etc. to be paid as cost plus markup as listed on the following page for material markup.
Item 6.4
Item 6.4
Item 6.4
Item 6.4
Item 6.4
Item 6.4
MASTER SERVICES AGREEMENT
FOR
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
This Agreement is made and entered into as of the 19th day of October, 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Reactic Restoration, LLC., hereinafter called "CONTRACTOR."
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY/DISTRICT desires to retain CONTRACTOR to provide on-call repair and maintenance and urgent/emergency response services for CITY/DISTRICT infrastructure;
WHEREAS, it is anticipated that, as a need arises for CONTRACTOR to provide services, CITY/DISTRICT will issue Task Orders to CONTRACTOR (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, in reliance upon CONTRACTOR's documentation of its qualifications, the CITY/DISTRICT finds that CONTRACTOR has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
WHEREAS, that CONTRACTOR is specially trained, experienced and competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONTRACTOR under this Agreement shall include those services set forth in each Task Order and Exhibit “B,” Scope of Services, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit B and each Task Order is hereby made an obligation of CONTRACTOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.
Item 6.4
2. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONTRACTOR. Initial contract period shall be from October 19, 2026, through October 18, 2029. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from October 19, 2029, through October 18, 2030. The third contract period will be from October 19, 2030, through October 18, 2031.
Renewal shall be by mutual consent of CONTRACTOR AND
CITY/DISTRICT as approved by the City Council/District Board.
CONTRACTOR shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONTRACTOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.
(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONTRACTOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONTRACTOR demanding such cure, in which case CONTRACTOR shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONTRACTOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONTRACTOR shall continue its work throughout the course of any dispute, and CONTRACTOR’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY/DISTRICT shall compensate CONTRACTOR for all services performed by CONTRACTOR hereunder in an amount based upon CONTRACTOR’s hourly rates during the time of the performance of said services. A copy of CONTRACTOR’s hourly rates for which services hereunder shall be performed are set forth in CONTRACTOR’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
Item 6.4
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in the Task Order issued to CONTRACTOR by the City/District under this Agreement. The Contractor shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Contractor’s services are not utilized by the City/District.
Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon completion of the work under each Task Order by CONTRACTOR to CITY/DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY/DISTRICT including, without limitation, CONTRACTOR's transmittal of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.
CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONTRACTOR for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONTRACTOR has partially completed one or more deliverables due during a payment period, and if CONTRACTOR demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONTRACTOR shall not be entitled to, any payment for Services performed before this Agreement's execution.
Item 6.4
The following is a summary of the prompt payment requirements of Public Contract Code Section 20104.50, which is set forth in the terms of this Agreement as required by that section: CITY/DISTRICT shall review each payment request as soon as practicable after receipt to determine whether it is a proper payment request, and shall return any payment request determined not to be proper, together with a written statement of the reasons it is not proper, no later than seven (7) days after receipt.
CITY/DISTRICT shall pay interest at the rate set forth in subdivision (a) of Code of Civil Procedure Section 685.010 on any undisputed and properly submitted payment request not paid within thirty (30) days after receipt.
CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONTRACTOR under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums is the sole responsibility of CONTRACTOR. CITY/DISTRICT has no responsibility or liability for payment of CONTRACTOR’s taxes or assessments.
CONTRACTOR shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].
CONTRACTOR shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONTRACTOR and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.
CONTRACTOR shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONTRACTOR shall pay federal Davis Bacon wages and comply with applicable federal requirements.
Item 6.4
Pursuant to Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor may be listed on a bid proposal for, nor engage in the performance of, any Task Order subject to prevailing wage requirements unless currently registered and qualified to perform public work with the Department of Industrial Relations. Notice of this registration requirement is hereby included in this Agreement, and no Task Order subject to prevailing wage requirements shall be entered into without proof of CONTRACTOR's and each subcontractor's current registration. Pursuant to Labor Code Section 1771.4, each such Task Order is subject to compliance monitoring and enforcement by the Department of Industrial Relations, and CONTRACTOR shall post all job site notices prescribed by regulation.
In accordance with Labor Code Section 1775, CONTRACTOR and each subcontractor shall comply with the prevailing wage requirements of the Labor Code; CONTRACTOR shall forfeit the penalties prescribed by Section 1775 and shall pay to each worker the difference between the prevailing wage rate and the amount actually paid for each worker paid less than the prevailing rate for any work performed under this Agreement or any Task Order.
In accordance with Labor Code Sections 1810 and 1813, eight (8) hours of labor constitutes a legal day's work, and CONTRACTOR and each subcontractor shall forfeit twenty-five dollars ($25) to CITY/DISTRICT for each worker employed in the execution of any Task Order for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or more than forty (40) hours in any one calendar week, except that work in excess of those hours is permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay, as provided in Labor Code Section 1815
4. Performance Bond. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto as Exhibit E– Construction Labor and Materials Payment Bond, and may be required, in City’s sole discretion to provide a construction performance bond in form attached hereto as Exhibit F – Construction Performance Bond. Contractor may not substitute cash in lieu of the required bond(s).
Item 6.4
5. Performance of Services. No work shall be performed under this Agreement except to the extent the CONTRACTOR receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONTRACTOR for each Task Order when services are needed. CONTRACTOR shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONTRACTOR shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
6. Records and Audit. CONTRACTOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONTRACTOR hereunder. Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONTRACTOR’s place of business or as otherwise agreed upon by the parties.
CONTRACTOR shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
Any authorized representative of CITY/DISTRICT shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by CONTRACTOR. Further, CITY/DISTRICT has the right at all reasonable times to audit, inspect or otherwise evaluate the services and work performed or being performed under this Agreement.
Item 6.4
7. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
8. Reliance on Professional Skill of CONTRACTOR. CONTRACTOR represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONTRACTOR to do and perform the work. In performing services hereunder CONTRACTOR shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONTRACTOR hereunder.
CONTRACTOR represents that it has reviewed Exhibit B and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit B.
CONTRACTOR represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONTRACTOR enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONTRACTOR at no expense to CITY/DISTRICT.
CONTRACTOR represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY/DISTRICT, or the receipt thereof by CONTRACTOR, or any inspection, review, approval or oral statement by any representative of CITY/DISTRICT or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 8 or lessen the liability of CONTRACTOR for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
Item 6.4
9. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.
10. Relationship of Parties. It is understood that the relationship of CONTRACTOR to the CITY/DISTRICT is that of an independent contractor and all persons working for or under the direction of CONTRACTOR are its agents or employees and not agents or employees of the CITY/DISTRICT.
11. Schedule. CONTRACTOR shall adhere to the schedule set forth in Exhibit B; provided, that CITY/DISTRICT shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONTRACTOR’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, workstoppages, or other labor disturbances conducted by, or on behalf of, CONTRACTOR’s officers or employees.
CONTRACTOR acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
12. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONTRACTOR shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONTRACTOR or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONTRACTOR, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONTRACTOR’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
Item 6.4
If CONTRACTOR is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONTRACTOR shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONTRACTOR’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONTRACTOR shall not exceed CONTRACTOR’s
proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONTRACTOR represents that professional services provided by CONTRACTOR pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONTRACTOR shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONTRACTOR’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONTRACTOR for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONTRACTOR as an additional insured on its Comprehensive General Liability insurance coverage. If CONTRACTOR has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONTRACTOR shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONTRACTOR’s responsibilities and is not included in the scope of Services CONTRACTOR is to perform nor included in CONTRACTOR’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONTRACTOR shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONTRACTOR shall, however, be responsible for the coordination of CONTRACTOR’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
Item 6.4
(f) Duty to Cooperate. CONTRACTOR shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONTRACTOR shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONTRACTOR shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.
13. Insurance. Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONTRACTOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONTRACTOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONTRACTOR under this Agreement (or CONTRACTOR shall promptly reimburse CITY/DISTRICT for such expense).
CONTRACTOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event CONTRACTOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
14. WORKERS' COMPENSATION. CONTRACTOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONTRACTOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
Item 6.4
15. NON-DISCRIMINATION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY/DISTRICT setting forth the provisions of this non-discrimination clause.
Item 6.4
16. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT and CONTRACTOR in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
100 Lincoln Centre Drive
Foster City, CA 94404-2299
Attention: Zaheed Danish
CONTRACTOR: Reactic Restoration, LLC
1711 Barrett Ave.
Richmond, CA 94801
1-510-722-0200
Attention: Atar Barkai
17. Assignment. This is an agreement for the personal services of CONTRACTOR. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONTRACTOR and the CONTRACTOR’s firm, associates and employees as an inducement to enter into this Agreement.
CONTRACTOR shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONTRACTOR shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
18. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
19. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
20. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
21. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party Item 6.4
shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
Any claim by CONTRACTOR arising under this Agreement or any Task Order shall be subject to the claim resolution procedures of Public Contract Code Section 9204, which are incorporated herein by this reference. A summary of Section 9204 is as follows: upon receipt of a claim, CITY/DISTRICT shall review the claim and, within forty-five (45) days (subject to extension as provided by statute), provide CONTRACTOR a written statement identifying the disputed and undisputed portions of the claim; any undisputed amount shall be paid within sixty (60) days after that statement; if the claim remains disputed, CONTRACTOR may demand in writing an informal meet-and-confer conference, which CITY/DISTRICT shall schedule within thirty (30) days; and any portion of the claim still in dispute thereafter shall be submitted to nonbinding mediation, with the parties sharing the mediator's costs equally. Any waiver of the rights afforded by Section 9204 is void and contrary to public policy.
22. Conflict of Interest. CONTRACTOR may serve other clients, but none who are active within the City of Foster City/Estero Municipal Improvement District or who conduct business that would place CONTRACTOR in a "conflict of interest" as that term is defined in State law.
23. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONTRACTOR and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONTRACTOR, or by any of its employees, even though such equipment be furnished, rented or loaned to CONTRACTOR by CITY/DISTRICT. The acceptance or use of such equipment by CONTRACTOR or any of its employees shall be construed to mean that CONTRACTOR accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONTRACTOR, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.
Item 6.4
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY/DISTRICT or CONTRACTOR may have under this Agreement or any applicable law. All rights and remedies of CITY/DISTRICT or CONTRACTOR, whether under this Agreement or other applicable law, shall be cumulative.
24. Confidentiality. Any information, whether proprietary or not, made known to or discovered by CONTRACTOR during the performance of or in connection with this Agreement for CITY/DISTRICT, will be kept confidential and not be disclosed to any other person. CONTRACTOR will immediately notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with this Agreement.
These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.
25. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, D, E, and F comprises the entire Agreement.
Item 6.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY/ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
Dated:
Stefan Chatwin, City Manager
ATTEST:
Dated:
Priscilla Schaus, City Clerk/District Secretary
APPROVED AS TO FORM
Dated:
Benjamin Stock,
City Attorney/District Legal Counsel
REACTIC RESTORATION, LLC
Dated:
Atar Barkai
CEO
Item 6.4
EXHIBIT A
SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]
TO ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES MASTER AGREEMENT
This Task Order No. ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and ("Contractor")
RECITAL
A. City and Contractor entered into an agreement entitled Master Services Agreement For On-Call Public Works Maintenance and Urgent/Emergency Services ("Agreement"), by which the Contractor agreed to perform services in accordance with Task Orders issued by the City.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.
2. SCOPE OF TASK ORDER. Contractor shall perform the services described in Exhibit "B," attached hereto and incorporated herein by reference, in accordance with the terms and conditions of the Agreement.
3. PAYMENT. For services performed by Contractor in accordance with this Task Order, City will compensate Contractor in accordance with the terms and conditions of the Agreement, in an amount not to exceed $ (including all hourly billings as well as reimbursable costs.
4. BOND REQUIREMENTS. [ADD IF PAYMENT AMOUNT OVER $25,000]
5. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Contractor and the City.
IN WITNESS WHEREOF, the City and Contractor do hereby agree to the full performance of the terms set forth herein.
City of Foster City Contractor
By: By:
Title: City Manager Title:
Date: Date:
Tax ID No.:
[ ]
[ ]
[ ] as of , 202_.
Item 6.4
EXHIBIT B
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between [ ], hereinafter referred to as "CONTRACTOR" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.
1. Description of the Project:
1.1 Furnish all tools, labor, equipment and materials necessary to perform repairs and maintenance on the CITY/DISTRICT Water, Wastewater, Building, Streets and/or Stormwater systems, and other facilities on an on-call basis as outlined in specific Task Orders.
2. Services:
2.1 Scope of work shall include mobilization of labor, equipment and materials to perform maintenance and emergency and/or on-call urgent repair work as directed by City/District staff on water lines, wastewater lines, pumps, engines, valves, lift stations or other infrastructure elements, debris removal and disposal of soils, clearing, grading and earthwork, disaster mitigation and recovery, or other tasks as agreed upon by CITY/DISTRICT and CONTRACTOR.
2.2 Scope of work may include dewatering plan, SWPPP plan, traffic control plan, permits, fees and third-party testing, FEMA reimbursement expertise and administrative support as mutually agreed by CITY/DISTRICT and CONTRACTOR.
3. PAYMENTS
3.1 Unless issued under an emergency declaration, the maximum payment to CONTRACTOR under this Agreement for any single task order shall be limited to amounts not to exceed the City/District Manager, or their designee’s signing authority, which is currently $75,000, but may be increased per the Public Contracts Code over the term of the agreement. The dollar limit of Task Orders issued under an emergency declaration shall be at the discretion of the City Manager, under his procurement authority as outlined in Municipal Code Section 2.40.070.
3.2 CITY/DISTRICT shall pay monthly, based on the value of the work performed in each month upon presentation of an invoice by CONTRACTOR.
END OF EXHIBIT B
Item 6.4
EXHIBIT C
FEE SCHEDULE
City/District will compensate Contractor in accordance with the terms and conditions or the Agreement. A maximum, not to exceed amount shall be stated in each Task Order (including all hourly billings as well as reimbursable costs) per the terms of the Agreement.
Item 6.4
EXHIBIT D
INSURANCE FORMS
CONTRACTOR shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between Reactic Restoration, LLC, hereinafter referred to as “Contractor”, and City of /Foster City/Estero Municipal Improvement District, hereinafter referred to as “City/District”, providing for professional services.
1. Contractor's Duty to Show Proof of Insurance. Contractor, in order to protect City/District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Contractor's acts, errors, or omissions in connection with the performance of Contractor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Contractor shall not perform any work under this Agreement until Contractor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District's authorized insurance representative, insurance Tracking Services Inc. (ITS).
Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Contractor shall supply proof that such person is an authorized representative thereof and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Contractor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Contractor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Contractor or City/District as an additional insured.
1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Contractor's performance of services under this Agreement.
The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Contractor shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall Item 6.4
be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Contractor shall submit written proof that Contractor is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Contractor shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Contractor. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Contractor shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Contractor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. □ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City/District and must be approved by the City/District Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claimsmade basis, Contractor, at Contractor's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of Item 6.4
not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
2. City/District as Additional Insured
On Contractor's Commercial General Liability and Automobile policies, the City of Foster City/Estero Municipal Improvement District, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Contractor's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Contractor in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Contractor shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.
3.3 If Contractor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Contractor shall provide coverage equivalent to the insurance coverages and endorsements required above. The City/District will not accept such coverage unless the City/District determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Contractor is equivalent to the above-required coverages.
3.4 For any claims related to the Agreement, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City/District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City/District, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Contractor for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the Item 6.4
coverage; nor shall it preclude the City/District from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Contractor to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Contractor.
City/District, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, City/District may purchase such required insurance coverage, and without further notice to Contractor, City/District shall deduct from sums due to Contractor any premiums and associated costs advanced or paid by City/District for such insurance. If the balance of monies obligated to Contractor pursuant to this Agreement are insufficient to reimburse City/District for the premiums and any associated costs, Contractor agrees to reimburse City/District for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City/District to take this alternative action shall not relieve Contractor of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
3.8 City/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Contractor and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Contractor's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Contractor's and subconsultants policies.
Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
Item 6.4
EXHIBIT D
This INSURANCE COVERAGE FORM modifies, or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention:
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.
Workers Compensation: work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:
Item 6.4
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
END OF EXHIBIT D
Item 6.4
25 EXHIBIT E
CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, the City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District (Owner) has awarded to Reactic Restoration, LLC, as Principal a Construction Services Agreement, dated the day of , 20 (Agreement), titled THE PROJECT
located at in the amount of $
(Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
_______________________________________________________________________ _______________________________________________________________________ ______________________________________________________________________________
2. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;
3. NOW, THEREFORE, we, the undersigned Principal and as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM ($ ), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
4. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to California Unemployment Insurance Code Section 13020 with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.
5. This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.
6. Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder.
7. Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with Agreement; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.
Item 6.4
26 8. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT E
Item 6.4
27 EXHIBIT F
CONSTRUCTION PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District
2. (Owner) has awarded to (Name of Contractor) as Principal a Construction Services Agreement, dated the day of , 20
(Agreement), titled THE PROJECT in the amount of
$ (Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
3. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;
4. NOW, THEREFORE, we, the undersigned Principal and as Surety are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM to be paid to Owner or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
5. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Owner, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Principal’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Owner as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.
6. No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.
7. Whenever Principal shall be and declared by Owner in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:
7.01 Undertake through its agents or independent contractors, reasonably acceptable to Owner, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or
7.02 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Owner of the lowest responsible bidder, reasonably acceptable to Owner, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated
Item 6.4
28 damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.
8. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.
9. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.
10. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
11. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT F
Item 6.4
29 EXHIBIT G
CONTRACTOR’S PROPOSAL
(CONTINUED ON FOLLOWING PAGE)
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Corp Office
1 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
All applicable taxes will be charged in addition to the rates established herein. Prevailing Wage LABOR RATES These rates apply to personnel engaged to fulfill the terms of the Contract, whether regular full-time employees of Contractor or temporary hires employed directly by Contractor or secured through a labor service. Rates stated are per person per hour.
LABOR Rates per Mandated Prevailing Wage Requirement
Description
OnnnN
UNIT STRAIGHT OVERTIME DOUBLETIEME
1.0X 1.5X 2X
Cleaning & Mitigation Tech HOUR $115.50 $173.25 $231.00 Cleaning & Mitigation – Supervisory HOUR $118.00 $177.00 $236.00 Commercial Supervision/ Project Management HOUR $126.97 $190.45 $253.94 Mold Remediation Technician HOUR $125.00 $187.50 $250.00 Mold Remediation – Supervisory HOUR $128.00 $192.00 $256.00 Administrative
MMManagerMana
ger (PM)
HOUR $65.50 $98.25 $131.00
Emergency Service Call (During & After BH) Each $185.00 $285.00 --
LABOR NOTES
A. The labor rates stated above are per hour for the first 40 hours worked (or 8 hours a day in California or where mandated by prevailing wage requirements and or a collective bargaining agreement) on a project or series of projects for Client.
B. Labor rates for work performed over 40 hours in a week (or 8 hours a day in California or where mandated by prevailing wage requirements) will be charged at one and one-half
C. Travel time will be charged at stated hourly rates when emergency conditions exist that result in one way travel time of 60 minutes or greater. A maximum of two hours will be charged per individual, per day.
D. All documented costs for other applicable travel costs (airfare, rental cars, cab fare, etc.) will be reimbursed to Reactic at cost.
E. Based upon approved circumstances regional or national event, per diem and lodging will be charged at the rate of $100 or $200 per employee, per day.
F. A Remediation Technician (RT) is defined as a person who utilizes a respirator to protect himself/herself from the potential exposure to any hazardous substance, including nuisance dust.
G. These rates and provisions are predicated upon standard wage rates and overtime compensation practices. Adjustments shall be made to the hourly rates and other labor provisions stated above to the extent the work under a particular written Work Order mutually agreed to and signed by Reactic and is subject to agreements that modify standard rates and practices. For work outside the Continental U.S. the rates listed above will be the minimum rate charged and may be modified based upon the jurisdiction of the area in which the work is being performed. PERSONAL PROTECTIVE EQUIPMENT UNIT Rate Personal Respiratory Protection - PRP PER PERSON, PER DAY $26.00 Personal Fall Protection -
PFP
PER PERSON, PER DAY $30.00
PRP includes N-95, Half-Face & Full-Face Respirators, Replacement Cartridges and Sterile Wipes. (Does not include SCBA, PAPR respirator)
*Note: If required disposal on decontamination, additional charges may be incurred. When applicable PRP is exclusive of PFP.
PFP includes harness w/ lanyard, anchorage, retractable lifeline, hook, connectors and pulleys. When applicable PFP is exclusive of PPE and/or PRP.
Item 6.4
Corp Office
2 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
Equipment
Notes Daily Cost Weekly Cost Monthly Cost
Air Mover ‐ Axial $34.00 $180.00 $580.00
Air Mover ‐ Centrifugal $32.00 $160.00 $560.00
Air Scrubber ‐Up to 699 CFM $75.00 $495.00 $1,775.00
Air Scrubber ‐ 700‐1399 CFM Large $120.00 $600.00 $1,800.00 Air Scrubber ‐ ≥1400 CFM X‐Large $140.00 $700.00 $2,100.00 Bakers Rack Scaffolding System $10.50 $52.50 $157.50
Dump Truck, single axle ea $228.14 $228.14 ---
Dumpster 16 yard 1 to 3 Ton, including dump fees ea $900.00 $900.00 --- Dumpster 20-yard 4 Ton, including dump fees ea $1100.00 $1100.00 --- Dumpster 30 yard 5‐7 ton, including dump fees ea $1400.00 $1400.00 --- Dehumidifier ‐ Commercial (<=70 PPD) Medium $81.00 $482.60 $1,396.00 Dehumidifier ‐ Commercial (30‐120 PPD) Large $105.00 $655.00 $1396.00 $2,095.00 Dehumidifier ‐ Commercial (110‐160 PPD) X-Large $125.00 $705.00 $2,215.00 Dehumidifier ‐ Commercial (>150 PPD) XX-Large $135.00 $860.00 $2,480.00 Generator ‐ 10,000 Watt $252.00 $1,260.00 $3,780.00
Generator ‐ 20 KW (25 KVA) $456.00 $2,280.00 $6,840.00
Generator ‐ 40 KW (50 KVA) $652.50 $3,262.50 $9,787.50
Generator ‐ 48 KW (60 KVA) $652.50 $3,262.50 $9,787.50
Generator ‐ 56 KW (70 KVA) $672.50 $3,362.50 $10,087.50 Generator ‐ 80 KW (100 KVA) $752.00 $3,760.00 $11,280.00 Generator ‐ 100 KW (125 KVA) $854.00 $4,270.00 $12,810.00 Generator ‐ 120 KW (150 KVA) $882.00 $4,410.00 $13,230.00 Generator ‐ 150 KW (187 KVA) $897.00 $4,485.00 $13,455.00 Generator ‐ 175 KW (218 KVA) $1,072.00 $5,362.50 $16,087.50 Generator ‐ 220 KW (275 KVA) $1,072.50 $5,362.50 $16,087.50 Generator ‐ 250 KW (312 KVA) $1,072.50 $5,362.50 $16,087.50 Generator ‐ 300 KW (375 KVA) $1,820.00 $9,100.00 $27,300.00 Generator ‐ 320 KW (400 KVA) $1,820.00 $9,100.00 $27,300.00 Generator ‐ 350 KW (437 KVA) $2,093.00 $10,465.0
0 $31,395.00
Generator ‐ 500 KW (625 KVA) $2,728.70 $13,643.5
0 $40,930.50
Generator ‐ 640 KW (800 KVA) $2,938.60 $14,693.0
0 $44,079.00
Generator ‐ 750 KW (937 KVA) $4,350.00 $21,750.0
0 $65,250.00
Generator ‐ 1000 KW (1250 KVA) $5,070.00 $25,350.0
0 $76,050.00
Generator ‐ 1500 KW (1875 KVA) $7,800.00 $39,000.0
0 $117,000.0
Generator ‐ 2000 KW (2500 KVA) $8,680.00 $43,400.0 0
0 $130,200.0
Spider Box TPB50P $50.75 $253.75 0$761.25
100AMP Quad Box Panel $141.00 $705.00 $2,115.00
Generator ‐ Generac 5500 $94.00 $470.00 $1,410.00
Floor Cleaner ‐ Rotary machine $210.00 $1,050.00 $3,150.00 HEPA Vac $79.93 $399.65 $1,198.95
Hose ‐ 100 Foot $50.00 $250.00 $750.00
Hose ‐ 50 Foot $25.00 $125.00 $375.00
HVAC accessories $215.00 $1,075.00 $3,225.00
HVAC cleaning machine $315.00 $1,575.00 $4,725.00
Injectidry (Wood Floor Drying) $160.00 $745.00 $2,235.0 Injectidry (Ducted Wall Drying) $79.00 $395.00 $1,185.00 0 Injectidry (Direct It in Wall Drying) $139.00 $695.00 $2,085.00 Injectidry (Direct It in Wall Drying ‐ Max) $179.00 $895.00 $2,685.00 CLEAN ROOM WET/ DRY HEPA VACUUM $25.00 $125.00 $375.00
Item 6.4
Corp Office
3 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
Equipment (Continued)
Equipment Notes Daily Cost Weekly Cost Monthly Cost
Micro mist fogger $100.00 $500.00 $1,500.00
Ozone Generator, activated oxygen (2 optic) $150.00 $750.00 $2,250.00 Portable carpet machine/Extractor $195.00 $975.00 $2,925.00 Portable dry-cleaning machine $310.00 $1,550.00 $4,650.00 Pressure washer $310.00 $1,550.00 $4,650.00
Pressure washer ‐ hot $122.00 $610.00 $1,830.00
Pump ‐ Gas $175.00 $875.00 $2,625.00
Pump ‐ submersible $172.00 $860.00 $2,580.00
Pump ‐ 2" ‐ Water Only, Trash $55.00 $275.00 $825.00
Pump ‐ 4" ‐ Water Only, Trash $115.00 $575.00 $1,725.00 Safety Equipment ‐ Arial work $59.00 $295.00 $885.00
Spider Box / Power Distribution Box $69.00 $345.00 $1,035.00 Fogger ‐ Thermal $125.00 $625.00 $1,875.00
Sprayer ‐ Airless $75.00 $375.00 $1,125.00
Sprayer ‐ High Pressure $210.00 $1,050.00 $3,150.00
Titan $150.00 $750.00 $2,250.00
ULV ‐ Fogger $145.00 $725.00 $2,175.00
Trailer $169.00 $845.00 $2,535.00
Truck mount carpet machine $375.00 $1,875.00 $5,625.00
Turbo Tool $75.00 $375.00 $1,125.00
Vacuum, Commercial Canister $22.00 $110.00 $330.00
Vacuum, EDP, Anti‐Static $85.00 $425.00 $1,275.00
Vacuum, HEPA $72.00 $360.00 $1,080.00
Vapor Shark $149.00 $745.00 $2,235.00
Water Extraction Unit, Portable $120.00 $600.00 $1,800.00 Water Extraction Unit, Truck Mount (Clean Water Only) $315.00 $1,575.00 $4,725.00 Wet/Dry Vac $65.00 $325.00 $975.00
Item 6.4
Corp Office
4 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
During the course of performance of the Services, Contractor may add additional labor, equipment and/or materials to the schedule at rates agreed upon by Contractor and customer. The following prices shall be applied to all materials listed above that are utilized in the performance of the Services, whether shipped to the site from Contractor, inventory shipped directly to the site from source, or purchased locally.
Materials
DESCRIPTION UNIT QTY COST PER UNIT
Adhesive, spray CS 12 $63.00
Anti-Microbial Spray sqft 1 $0.28
Bag, Bio‐Waste, Red RL 100 $110.34
Trash Bag, 30" x 40", 3 mil RL 100 $82.92
Trash Bag, 33" x 50", 6 mil RL 75 $99.20
Trash Bag, 36" x 60", 6 mil RL 50 $69.30
Wood Blocks BOX 1 $48.50
Boxes ‐ Medium EA 1 $3.45
Boxes ‐ Small EA 1 $1.75
Bubble Wrap (Small Bubbles) ROLL 1 $283.00
Builder Board, 38" X 100' ROLL 1 $108.00
Burlap Bags EA 1 $2.10
Carpet Shield, 36" X 250' ROLL 1 $138.50
Dirt Grabbers Mats, 30 Mats Per Box BOX 1 $177.50
Aftershock Sealer 5 GL 1 $303.60
Fiberlock IAQ 1000 Chemical Disinfectant, 5 GL 1 $76.56 Fosters Chemical Disinfectant, 5 GL 1 $67.32
Shockwave Chemical Disinfectant GL 1 $36.96
Microbial Encapsulant, 5 GL 1 $310.20
Thermal Fogger Chemical, GL 1 $68.64
CHEMSAFE 400 CARPET ADH REMOVER 5 GAL 1 $80.00
Containment sqft 1 $26.50
Decontamination, 3 Room, 37" x 37" x 77", Poles Not Inc EA 1 $217.80 Water Diverter EA 1 $185.00
Zipper wall Door, 7"x3" 2/PACK PK 2 $16.50
Hazmat Drum, 55 GL EA 1 $55.44
Ducting, Lay‐flat FT 500' $85.80
Dump Fee ‐ V EA Cargo Van $250.00
Dump Fee ‐ BT EA Box Truck $450.00
Dumpster ‐ 10' - Heavy-duty, Concrete, dirt EA 10 Yard $595.00 Dumpster ‐ 16' - Heavy-duty, Concrete, dirt EA 16 Yard $1100.00 Dumpster ‐ 20' - Heavy-duty, Concrete, dirt EA 20 Yard $1400.00 Dumpster ‐ 30' - Heavy-duty, Concrete, dirt EA 30 Yard $1,800.00 FIBERLOCK IAQ 6000 OR SMOKE SEALER ‐ WHITE 5 GAL 1 438.72 FIBERLOCK IAQ 6100 OR SMOKE SEALER ‐ CLEAR 5 GAL 1 438.72 Filter, Air scrubber, Charcoal, 24" x 24" x 2" CS 12 $111.86 Filter, Air scrubber, HEPA, Wood Frame, 24" x 24" x 11. EA 1 $111.86 Floor Protection, Poly 4 mil ROLL 1 $0.17
FLOOR SHIELD 24" X 200' ROLL 1 $99.75
FOIL TAGS BOX 1 $99.85
3 ROOM MOBILE DECON BOX 1 $319.00
Cardboard Packing, 48" x 250' RL RL 1 $83.16
Stretch Packing Wrap, 18" CS 4 $73.92
Bubble Packing Wrap BUNDLE 2 $104.94
Shrink Packing Wrap RL 12 $71.28
Stripping Pad, 4.5" x 10" EA 1 $3.17
Polymer Carpet Protection RL 1 $138.60
KNIT Rags, 50 LB BX 1 $44.88
White Rags, 50 LB BX 1 $56.76
White Turkish Rags, 25LB BX 1 $64.42
Portable Eyewash Safety Station Double 16oz EA 1 $31.68 Poly Sheeting, 4 MIL, 20' x 100', Clear RL 1 $55.44
Poly Sheeting, 4 MIL, 20' x 100', Fire Retardant RL 1 $78.54 Poly Sheeting, 6 MIL, 20' x 100', Clear RL 1 $84.48
Item 6.4
Corp Office
5 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
CONSUMABLES (Continued)
DESCRIPTION UNIT QTY COST PER UNIT
Poly Sheeting, 6 MIL, 20' x 100', Fire Retardant RL 1 $162.76 Poly Sheeting, 6 MIL, 20' x 100', Reinforced RL 1 $168.24 Poly Sheeting, 6 MIL, 20' x 100', Reinforced, Fire Retardant RL 1 $198.96 Disposable Shower, EA 1 $217.80
Soot Chem Sponge EA 1 $12.23
Sporicidal 1 GAL 1 $44.11
Canvas With PVC for Moving 1 DOZEN $16.71
12" X 25' Heavy Duty Flex Duct 1 BOX $47.64
12" X 25' Reusable Duct 1 BOX $31.76
12" X 500' Disposable Duct 1 BOX $63.52
8 "X 25' Reusable Duct 1 BOX $23.82
Clear 12" Heavy Duty Flex Duct 25' EA $272.94
HEPA Filter for 5 Gal. HEPA Vac EA $303.02
Intermediate Filter EA $29.78
12X12X1 MERV 7 Desiccant EA $11.08
13 X 13 X 2 Ring Panel Filter EA $5.22
16 X 24 X 2 Ring Panel Filter EA $10.28
16X16 Pre‐Filter for SAS 500 EA $1.25
16X16X1 Pleated Filter for SAS 500 EA $81.70
16X20X2 Pleated Filter MERV 8 EA $81.70
16X20X2 Pleated MERV 11 Desiccant EA $95.72
16X16X1 Carbon Filter EA $81.70
18 X 24 X 1/2 " Pre‐Filter PAD EA $6.20
1ST Stage Pre‐Filter for SAS 500 EA $20.95
24 X 24 X 1 Carbon Filter EA $25.13
24 X 24 X 1/2" Pre‐filter Pad EA $1.35
24 X 24 X 2" Pleated Filter (PHONEX) EA $10.77
24X24 Carbon Pleated Filter EA $29.60
24x24x11.5 HI CAP HEPA Filter* 1 PER BOX $275.74
24X24X12 GUARDIAN HEPA / TAPERED* 1 BOX $329.18
VAPOR SHARK MEMBRANE EA $81.18
FIXI CLAMP POLES EA $55.42
FIXI CLAMPS EA $49.75
MOP HEAD SEWAGE EA $4.02
QUICK CLAMP POLES EA $55.42
QUICK CLAMPS EA $49.75
SPONGE DRY CLEAN CASE $44.62
WAX APPLICATION MOP EA $19.70
EXTREME LAUNDRY DETERGENT 1 Gal. Jar $1.77
FUEL OIL DEGREASER Gallon $4.12
GRAFFITI REMOVER Quart $38.31
GREASE DEODORIZER Gallon $3.96
HEAVY DUTY DEGREASER Gallon $1.46
INDUSTRIAL CLEANER Gallon $2.08
INSTANT ODOR COUNTERACTANT BEADS‐CHERRY EA $5.77
LEATHER CLEANER Quart $29.75
LEATHER SPOTTING AGENT Quart $121.29
NEUTRAL FOG DEODORIZER, HIGH VOLUME Gallon $64.97
ODOR CONTROL, SOLVENT‐BASED, CINNAMON Gallon $72.34
ODOR CONTROL, WATER‐BASED CINNAMON Gallon $2.43
POWDERED EMULSIFIER Gallon $2.93
RUSTICIDE Quart $22.39
EMULSIFIER Gallon $2.73
Item 6.4
Corp Office
6 of 6 CONFIDENTIAL 1711 Barrett Ave. Richmond, CA 94801 Reactic Restoration Time & Material
Prevailing Wage Schedule
CONSUMABLES (Continued)
DESCRIPTION UNIT QTY COST PER UNIT
Heavy‐Duty Deodorizer Gallon $45.77
Thickened Bowl Cleaner Quart $10.35
Tile & Grout Cleaner Gallon $22.89
Ultrasonic Cleaning Agent Gallon $1.16
Urine Odor & Stain Remover Gallon $6.26
Wax Application Mop Each $19.70
Bio Odor Neutralizer Gallon $3.59
Blood and Stain Remover Gallon $3.98
Carpet and Upholstery Cleaner Bottle $5.07
Carpet and Upholstery Green Clean Gallon $3.35
CitraSolv Natural Cleaner & Degreaser
CitraSolv Natural Cleaner & Degreaser
CitraSolv Natural Cleaner & Degreaser
Gallon $57.41
Coil Cleaner Aerosol $14.83
Colorfast Jet Extraction Upholstery Cleaner Gallon $4.26
SUPPLIES/MATERIALS CONSIDERATIONS
A. The materials shall be charged if the unit quantity specified is consumed whether shipped to the site from Contractor, inventory shipped directly to the site from source, or purchased locally.
B. During the course of performance of the Services, contractor Reactic Restoration may add additional labor, equipment and/or materials items / category the schedule above at rates agreed upon by Reactic and customer.
ANY UNSCHEDULED ITEMS ARE SUBJECT TO Reactic RESTORATION'S COST PLUS 10%+ 10% CONTRACT MARKUP Item 6.4
MASTER SERVICES AGREEMENT
FOR
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
This Agreement is made and entered into as of the 19th day of October, 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Santamaria Concrete, hereinafter called "CONTRACTOR."
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY/DISTRICT desires to retain CONTRACTOR to provide on-call repair and maintenance and urgent/emergency response services for CITY/DISTRICT infrastructure;
WHEREAS, it is anticipated that, as a need arises for CONTRACTOR to provide services, CITY/DISTRICT will issue Task Orders to CONTRACTOR (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, in reliance upon CONTRACTOR's documentation of its qualifications, the CITY/DISTRICT finds that CONTRACTOR has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
WHEREAS, that CONTRACTOR is specially trained, experienced and competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONTRACTOR under this Agreement shall include those services set forth in each Task Order and Exhibit “B,” Scope of Services, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit B and each Task Order is hereby made an obligation of CONTRACTOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.
Item 6.4
2. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONTRACTOR. Initial contract period shall be from October 19, 2026, through October 18, 2029. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from October 19, 2029, through October 18, 2030. The third contract period will be from October 19, 2030, through October 18, 2031.
Renewal shall be by mutual consent of CONTRACTOR AND
CITY/DISTRICT as approved by the City Council/District Board.
CONTRACTOR shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONTRACTOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.
(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONTRACTOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONTRACTOR demanding such cure, in which case CONTRACTOR shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONTRACTOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONTRACTOR shall continue its work throughout the course of any dispute, and CONTRACTOR’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY/DISTRICT shall compensate CONTRACTOR for all services performed by CONTRACTOR hereunder in an amount based upon CONTRACTOR’s hourly rates during the time of the performance of said services. A copy of CONTRACTOR’s hourly rates for which services hereunder shall be performed are set forth in CONTRACTOR’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
Item 6.4
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in the Task Order issued to CONTRACTOR by the City/District under this Agreement. The Contractor shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Contractor’s services are not utilized by the City/District.
Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon completion of the work under each Task Order by CONTRACTOR to CITY/DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY/DISTRICT including, without limitation, CONTRACTOR's transmittal of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.
CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONTRACTOR for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONTRACTOR has partially completed one or more deliverables due during a payment period, and if CONTRACTOR demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONTRACTOR shall not be entitled to, any payment for Services performed before this Agreement's execution.
Item 6.4
The following is a summary of the prompt payment requirements of Public Contract Code Section 20104.50, which is set forth in the terms of this Agreement as required by that section: CITY/DISTRICT shall review each payment request as soon as practicable after receipt to determine whether it is a proper payment request, and shall return any payment request determined not to be proper, together with a written statement of the reasons it is not proper, no later than seven (7) days after receipt.
CITY/DISTRICT shall pay interest at the rate set forth in subdivision (a) of Code of Civil Procedure Section 685.010 on any undisputed and properly submitted payment request not paid within thirty (30) days after receipt.
CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONTRACTOR under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums is the sole responsibility of CONTRACTOR. CITY/DISTRICT has no responsibility or liability for payment of CONTRACTOR’s taxes or assessments.
CONTRACTOR shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].
CONTRACTOR shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONTRACTOR and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.
CONTRACTOR shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONTRACTOR shall pay federal Davis Bacon wages and comply with applicable federal requirements.
Item 6.4
Pursuant to Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor may be listed on a bid proposal for, nor engage in the performance of, any Task Order subject to prevailing wage requirements unless currently registered and qualified to perform public work with the Department of Industrial Relations. Notice of this registration requirement is hereby included in this Agreement, and no Task Order subject to prevailing wage requirements shall be entered into without proof of CONTRACTOR's and each subcontractor's current registration. Pursuant to Labor Code Section 1771.4, each such Task Order is subject to compliance monitoring and enforcement by the Department of Industrial Relations, and CONTRACTOR shall post all job site notices prescribed by regulation.
In accordance with Labor Code Section 1775, CONTRACTOR and each subcontractor shall comply with the prevailing wage requirements of the Labor Code; CONTRACTOR shall forfeit the penalties prescribed by Section 1775 and shall pay to each worker the difference between the prevailing wage rate and the amount actually paid for each worker paid less than the prevailing rate for any work performed under this Agreement or any Task Order.
In accordance with Labor Code Sections 1810 and 1813, eight (8) hours of labor constitutes a legal day's work, and CONTRACTOR and each subcontractor shall forfeit twenty-five dollars ($25) to CITY/DISTRICT for each worker employed in the execution of any Task Order for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or more than forty (40) hours in any one calendar week, except that work in excess of those hours is permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay, as provided in Labor Code Section 1815
4. Performance Bond. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto as Exhibit E– Construction Labor and Materials Payment Bond, and may be required, in City’s sole discretion to provide a construction performance bond in form attached hereto as Exhibit F – Construction Performance Bond. Contractor may not substitute cash in lieu of the required bond(s).
Item 6.4
5. Performance of Services. No work shall be performed under this Agreement except to the extent the CONTRACTOR receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONTRACTOR for each Task Order when services are needed. CONTRACTOR shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONTRACTOR shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
6. Records and Audit. CONTRACTOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONTRACTOR hereunder. Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONTRACTOR’s place of business or as otherwise agreed upon by the parties.
CONTRACTOR shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
Any authorized representative of CITY/DISTRICT shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by CONTRACTOR. Further, CITY/DISTRICT has the right at all reasonable times to audit, inspect or otherwise evaluate the services and work performed or being performed under this Agreement.
Item 6.4
7. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
8. Reliance on Professional Skill of CONTRACTOR. CONTRACTOR represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONTRACTOR to do and perform the work. In performing services hereunder CONTRACTOR shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONTRACTOR hereunder.
CONTRACTOR represents that it has reviewed Exhibit B and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit B.
CONTRACTOR represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONTRACTOR enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONTRACTOR at no expense to CITY/DISTRICT.
CONTRACTOR represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY/DISTRICT, or the receipt thereof by CONTRACTOR, or any inspection, review, approval or oral statement by any representative of CITY/DISTRICT or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 8 or lessen the liability of CONTRACTOR for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
Item 6.4
9. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.
10. Relationship of Parties. It is understood that the relationship of CONTRACTOR to the CITY/DISTRICT is that of an independent contractor and all persons working for or under the direction of CONTRACTOR are its agents or employees and not agents or employees of the CITY/DISTRICT.
11. Schedule. CONTRACTOR shall adhere to the schedule set forth in Exhibit B; provided, that CITY/DISTRICT shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONTRACTOR’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, workstoppages, or other labor disturbances conducted by, or on behalf of, CONTRACTOR’s officers or employees.
CONTRACTOR acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
12. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONTRACTOR shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONTRACTOR or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONTRACTOR, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONTRACTOR’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
Item 6.4
If CONTRACTOR is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONTRACTOR shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONTRACTOR’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONTRACTOR shall not exceed CONTRACTOR’s
proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONTRACTOR represents that professional services provided by CONTRACTOR pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONTRACTOR shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONTRACTOR’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONTRACTOR for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONTRACTOR as an additional insured on its Comprehensive General Liability insurance coverage. If CONTRACTOR has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONTRACTOR shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONTRACTOR’s responsibilities and is not included in the scope of Services CONTRACTOR is to perform nor included in CONTRACTOR’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONTRACTOR shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONTRACTOR shall, however, be responsible for the coordination of CONTRACTOR’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
Item 6.4
(f) Duty to Cooperate. CONTRACTOR shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONTRACTOR shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONTRACTOR shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.
13. Insurance. Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONTRACTOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONTRACTOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONTRACTOR under this Agreement (or CONTRACTOR shall promptly reimburse CITY/DISTRICT for such expense).
CONTRACTOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event CONTRACTOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
14. WORKERS' COMPENSATION. CONTRACTOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONTRACTOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
Item 6.4
15. NON-DISCRIMINATION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY/DISTRICT setting forth the provisions of this non-discrimination clause.
Item 6.4
16. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT and CONTRACTOR in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
100 Lincoln Centre Drive
Foster City, CA 94404-2299
Attention: Zaheed Danish
CONTRACTOR: Santamaria Concrete, Inc.
785 Lincoln Avenue
San Jose, CA 95126
1-408-634-4209
Attention: Alexander Santamaria
17. Assignment. This is an agreement for the personal services of CONTRACTOR. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONTRACTOR and the CONTRACTOR’s firm, associates and employees as an inducement to enter into this Agreement.
CONTRACTOR shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONTRACTOR shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
18. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
19. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
20. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
21. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party Item 6.4
shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
Any claim by CONTRACTOR arising under this Agreement or any Task Order shall be subject to the claim resolution procedures of Public Contract Code Section 9204, which are incorporated herein by this reference. A summary of Section 9204 is as follows: upon receipt of a claim, CITY/DISTRICT shall review the claim and, within forty-five (45) days (subject to extension as provided by statute), provide CONTRACTOR a written statement identifying the disputed and undisputed portions of the claim; any undisputed amount shall be paid within sixty (60) days after that statement; if the claim remains disputed, CONTRACTOR may demand in writing an informal meet-and-confer conference, which CITY/DISTRICT shall schedule within thirty (30) days; and any portion of the claim still in dispute thereafter shall be submitted to nonbinding mediation, with the parties sharing the mediator's costs equally. Any waiver of the rights afforded by Section 9204 is void and contrary to public policy.
22. Conflict of Interest. CONTRACTOR may serve other clients, but none who are active within the City of Foster City/Estero Municipal Improvement District or who conduct business that would place CONTRACTOR in a "conflict of interest" as that term is defined in State law.
23. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONTRACTOR and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONTRACTOR, or by any of its employees, even though such equipment be furnished, rented or loaned to CONTRACTOR by CITY/DISTRICT. The acceptance or use of such equipment by CONTRACTOR or any of its employees shall be construed to mean that CONTRACTOR accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONTRACTOR, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.
Item 6.4
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY/DISTRICT or CONTRACTOR may have under this Agreement or any applicable law. All rights and remedies of CITY/DISTRICT or CONTRACTOR, whether under this Agreement or other applicable law, shall be cumulative.
24. Confidentiality. Any information, whether proprietary or not, made known to or discovered by CONTRACTOR during the performance of or in connection with this Agreement for CITY/DISTRICT, will be kept confidential and not be disclosed to any other person. CONTRACTOR will immediately notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with this Agreement.
These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.
25. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, D, E, and F comprises the entire Agreement.
Item 6.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY/ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
Dated:
Stefan Chatwin, City Manager
ATTEST:
Dated:
Priscilla Schaus, City Clerk/District Secretary
APPROVED AS TO FORM
Dated:
Benjamin Stock,
City Attorney/District Legal Counsel
SANTAMARIA CONCRETE, INC.
Dated:
Alexander Santamaria
President
Item 6.4
EXHIBIT A
SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]
TO ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES MASTER AGREEMENT
This Task Order No. ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and ("Contractor")
RECITAL
A. City and Contractor entered into an agreement entitled Master Services Agreement For On-Call Public Works Maintenance and Urgent/Emergency Services ("Agreement"), by which the Contractor agreed to perform services in accordance with Task Orders issued by the City.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.
2. SCOPE OF TASK ORDER. Contractor shall perform the services described in Exhibit "B," attached hereto and incorporated herein by reference, in accordance with the terms and conditions of the Agreement.
3. PAYMENT. For services performed by Contractor in accordance with this Task Order, City will compensate Contractor in accordance with the terms and conditions of the Agreement, in an amount not to exceed $ (including all hourly billings as well as reimbursable costs.
4. BOND REQUIREMENTS. [ADD IF PAYMENT AMOUNT OVER $25,000]
5. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Contractor and the City.
IN WITNESS WHEREOF, the City and Contractor do hereby agree to the full performance of the terms set forth herein.
City of Foster City Contractor
By: By:
Title: City Manager Title:
Date: Date:
Tax ID No.:
[ ]
[ ]
[ ] as of , 202_.
Item 6.4
EXHIBIT B
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between [ ], hereinafter referred to as "CONTRACTOR" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.
1. Description of the Project:
1.1 Furnish all tools, labor, equipment and materials necessary to perform repairs and maintenance on the CITY/DISTRICT Water, Wastewater, Building, Streets and/or Stormwater systems, and other facilities on an on-call basis as outlined in specific Task Orders.
2. Services:
2.1 Scope of work shall include mobilization of labor, equipment and materials to perform maintenance and emergency and/or on-call urgent repair work as directed by City/District staff on water lines, wastewater lines, pumps, engines, valves, lift stations or other infrastructure elements, debris removal and disposal of soils, clearing, grading and earthwork, disaster mitigation and recovery, or other tasks as agreed upon by CITY/DISTRICT and CONTRACTOR.
2.2 Scope of work may include dewatering plan, SWPPP plan, traffic control plan, permits, fees and third-party testing, FEMA reimbursement expertise and administrative support as mutually agreed by CITY/DISTRICT and CONTRACTOR.
3. PAYMENTS
3.1 Unless issued under an emergency declaration, the maximum payment to CONTRACTOR under this Agreement for any single task order shall be limited to amounts not to exceed the City/District Manager, or their designee’s signing authority, which is currently $75,000, but may be increased per the Public Contracts Code over the term of the agreement. The dollar limit of Task Orders issued under an emergency declaration shall be at the discretion of the City Manager, under his procurement authority as outlined in Municipal Code Section 2.40.070.
3.2 CITY/DISTRICT shall pay monthly, based on the value of the work performed in each month upon presentation of an invoice by CONTRACTOR.
END OF EXHIBIT B
Item 6.4
EXHIBIT C
FEE SCHEDULE
City/District will compensate Contractor in accordance with the terms and conditions or the Agreement. A maximum, not to exceed amount shall be stated in each Task Order (including all hourly billings as well as reimbursable costs) per the terms of the Agreement.
Item 6.4
EXHIBIT D
INSURANCE FORMS
CONTRACTOR shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between Santamaria Concrete, Inc., hereinafter referred to as “Contractor”, and City of /Foster City/Estero Municipal Improvement District, hereinafter referred to as “City/District”, providing for professional services.
1. Contractor's Duty to Show Proof of Insurance. Contractor, in order to protect City/District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Contractor's acts, errors, or omissions in connection with the performance of Contractor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Contractor shall not perform any work under this Agreement until Contractor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District's authorized insurance representative, insurance Tracking Services Inc. (ITS).
Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Contractor shall supply proof that such person is an authorized representative thereof and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Contractor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Contractor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Contractor or City/District as an additional insured.
1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Contractor's performance of services under this Agreement.
The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Contractor shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall Item 6.4
be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Contractor shall submit written proof that Contractor is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Contractor shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Contractor. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Contractor shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Contractor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. □ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City/District and must be approved by the City/District Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claimsmade basis, Contractor, at Contractor's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of Item 6.4
not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
2. City/District as Additional Insured
On Contractor's Commercial General Liability and Automobile policies, the City of Foster City/Estero Municipal Improvement District, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Contractor's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Contractor in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Contractor shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.
3.3 If Contractor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Contractor shall provide coverage equivalent to the insurance coverages and endorsements required above. The City/District will not accept such coverage unless the City/District determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Contractor is equivalent to the above-required coverages.
3.4 For any claims related to the Agreement, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City/District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City/District, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Contractor for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the Item 6.4
coverage; nor shall it preclude the City/District from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Contractor to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Contractor.
City/District, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, City/District may purchase such required insurance coverage, and without further notice to Contractor, City/District shall deduct from sums due to Contractor any premiums and associated costs advanced or paid by City/District for such insurance. If the balance of monies obligated to Contractor pursuant to this Agreement are insufficient to reimburse City/District for the premiums and any associated costs, Contractor agrees to reimburse City/District for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City/District to take this alternative action shall not relieve Contractor of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
3.8 City/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Contractor and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Contractor's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Contractor's and subconsultants policies.
Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
Item 6.4
EXHIBIT D
This INSURANCE COVERAGE FORM modifies, or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention:
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.
Workers Compensation: work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:
Item 6.4
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
END OF EXHIBIT D
Item 6.4
25 EXHIBIT E
CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, the City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District (Owner) has awarded to Santamaria Concrete, Inc., as Principal a Construction Services Agreement, dated the day of , 20 (Agreement), titled THE PROJECT
located at in the amount of $
(Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
_______________________________________________________________________ _______________________________________________________________________ ______________________________________________________________________________
2. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;
3. NOW, THEREFORE, we, the undersigned Principal and as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM ($ ), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
4. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to California Unemployment Insurance Code Section 13020 with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.
5. This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.
6. Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder.
7. Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with Agreement; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.
Item 6.4
26 8. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT E
Item 6.4
27 EXHIBIT F
CONSTRUCTION PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District
2. (Owner) has awarded to (Name of Contractor) as Principal a Construction Services Agreement, dated the day of , 20
(Agreement), titled THE PROJECT in the amount of
$ (Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
3. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;
4. NOW, THEREFORE, we, the undersigned Principal and as Surety are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM to be paid to Owner or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
5. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Owner, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Principal’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Owner as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.
6. No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.
7. Whenever Principal shall be and declared by Owner in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:
7.01 Undertake through its agents or independent contractors, reasonably acceptable to Owner, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or
7.02 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Owner of the lowest responsible bidder, reasonably acceptable to Owner, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated
Item 6.4
28 damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.
8. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.
9. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.
10. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
11. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT F
Item 6.4
29 EXHIBIT G
CONTRACTOR’S PROPOSAL
(CONTINUED ON FOLLOWING PAGE)
Item 6.4
FORM 1
SECTION 1: Contact Information
1. COMPANY NAME
2. CONTRACTOR
LICENSE NUMBER
3. FEDERAL TAX ID NUMBER 4. YEARS IN BUSINESS
5. BILLING ADDRESS 6. CITY 7. STATE/ZIP
8. TELEPHONE 9. FAX 10. EMAIL
11. CONTACT PERSON 12. TITLE
SECTION 2: Addenda
I acknowledge receipt of the following addenda:
Addenda Number Date
SECTION 3: Qualifications
List all Contractor Licenses, Certifications, Experience, Qualifications, Reputation, Service Capabilities and Quality Related to the Contract Scope of Work.
SECTION 4: Conflict of Interest
☐ By checking this box, the proposer confirms that this engagement will not result in a conflict of interest for the organization or any of its team members.
SECTION 5: References
Include at least three (3) organizations which can be used as references for performance of similar services. Where possible, include references from public sector agencies.
PROJECT: CONTRACT PERIOD:
CITY OF FOSTER CITY / ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
ON-CALL PUBLIC WORKS MAINTENANCE AND
URGENT/EMERGENCY SERVICES
October 19, 2026, through October 18, 2029, with
City/District option to extend through October 18,
2031
Santamaria Concrete Inc.
1009454
86-3147852 11
785 Lincoln Ave San Jose CA 95126
(408) 634-4209 [email protected]
Alexander Santamaria President
None
None
None
N/A
N/A
N/A
See Attachment A – Qualifications and Capability Statement.
Item 6.4
Reference 1:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
Reference 2:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
Reference 3:
AGENCY/COMPANY NAME
CONTACT NAME CONTACT PHONE
DESCRIPTION OF SERVICES
MGE Underground, Inc.
Russell Whitaker 805-634-6422
530-521-2078
Minor Concrete services
CALTRANS
Jiahong (Kevin) Zhu 510-590-7543
Slope protection & Asphalt Restoration
Concrete and asphalt restoration services.
C&C Utility, Inc.
Todd Lambert
Item 6.4
SECTION 6: Proposal Cost
Proposed Hourly Rates for On-Call Services
Under the Master Agreement, the City/District will issue Task Orders to City/District selected on-call contractors to provide services for urgent or emergency events on a “Time and Materials” basis, where the services are expected to not exceed the City/District Manager’s signing authority which is currently $75,000 and may additionally increase over the term of the agreements as allowed under the Public Contracts Code and authorized by City Council. For emergency services, the task order may exceed the above limits if deemed an emergency per Foster City Municipal Code section 3.04.280. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and may be required to provide a construction performance bond.
No work shall be performed under the Master Agreement except to the extent the Contractor receives a Task Order from the City/District Authorized Representative. If services are needed by the City/District, the City/District will request proposals from on-call contractors for each Task Order when services are needed. Contractor would then respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after City/District’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services.
Tradesfor which your company is licensed and proposing to provide service under this Master Agreement:
Enter personnel type and labor rates for any personnel who may be deployed to complete the tasks listed in the Scope of Work. Additional sheets may be added as needed to complete this section.
Standard Rate $ $ $ $
Weekday Overtime Rate $ $ $ $
Weekend Overtime Rate $ $ $ $
Holiday Rate $ $ $ $
Other (Specify) $ $ $ $
Other (Specify) $ $ $ $
Asphalt restoration, concrete restoration, and associated excavation, grading, and aggregate base work.
231.00
308.00 260.00 283.00
309.00 248.00 212.00 231.00
386.00
188.00 163.00 179.00
See Attachment B – Fee Schedule and Hourly Rates for additional personnel, company-owned equipment rates, mobilization, reimbursable cost markups, escalation, and rate conditions. 386.00 308.00 260.00 283.00
(Monday to Friday)
Saturdays
and
and
Operator Finisher Laborer Teamster III
Sundays
Item 6.4
Contractor shall provide documentation of all materials costs. Mark-up on the cost of materials utilized under this agreement shall not exceed: % (to be filled by proposer) SECTION 7: Submittal guidelines
Proposals should be submitted electronically via the link below no later than by 4 PM on Thursday, September 24, 2026:
PW - On-Call Public Works Maintenance and Urgent/Emergency Response Services Late proposals will not be considered.
In accordance with the Request for Proposals, the undersigned declares that the services offered are in accordance with all requirements of the CITY/DISTRICT detailed therein. Further, the undersigned declares that he/she is authorized to enter into agreement on behalf of the above named business and it is hereby understood that the above proposal reflects the cost of all services outlined in the Scope of Services.
SIGNATURE PRINTED NAME DATE
8 Alexander Santamaria 09-24-2026
Item 6.4
FORM 2
AUTHORIZATION FOR RELEASE OF PERFORMANCE INFORMATION AND WAIVER I, , the undersigned, on behalf of (the
company), do hereby consent and authorize all those companies and government entities listed in my Proposer Response Form and any other government entity for whom this company has performed professional services, to disclose and release to the City of Foster City/Estero Municipal Improvement District, or their representatives, information, records and opinions concerning this company’s performance. The purpose of this disclosure is to provide references to the City of Foster City/Estero Municipal Improvement District. hereby waives any claim it may have against the City of Foster City/Estero Municipal Improvement District or any company or entity providing information to the City of Foster City/Estero Municipal Improvement District by reason of any information being disclosed or opinions provided regarding the actions or performance of this company.
This authorization for disclosure of information is effective for one year.
This consent or copy of this authorization shall be as valid and effective as the original.
Dated:
By:
Alexander Santamaria Santamaria Concrete Inc.
Santamaria Concrete Inc.
09-24-2026
Item 6.4
FORM 3
CERTIFICATE OF INSURABILITY
I hereby certify that as a Proposer to City of Foster City/Estero Municipal Improvement District for a contractor services contract, I am fully aware of Insurance Requirements contained in the Contract and by the submission of this Proposal, I hereby assure the City of Foster City/Estero Municipal Improvement District that I am able to produce the insurance coverage required should I be selected to be awarded the contract.
I am aware that if contract sum under any Task Order exceeds (or is expected to exceed) $25,000, I shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and may be required to provide a construction performance bond.
Should I be awarded the Master Services Agreement for On-Call Public Works Maintenance and Urgent/Emergency Response Services by the City of Foster City/Estero Municipal Improvement District, and then become unable to produce the insurance coverage specified within ten (10) working days, I am fully aware and understand that I may not be considered for further projects by the City of Foster City/Estero Municipal Improvement District.
Signature of Applicant
Date
09-24-2026
Item 6.4
FORM 4
CONTRACT REVIEW STATEMENT
As a Proposer to City of Foster City/Estero Municipal Improvement District for On-Call Public Works Maintenance and Urgent/Emergency Response Services , I hereby certify that I have reviewed the Master Services Agreement for On-Call Public Works Maintenance and Urgent/Emergency Response Services (“Master Agreement”) and have listed any objections to the Master Agreement terms below. The response shall clearly identify if the attached contract is acceptable in all respects including warranty, insurance, and document ownership and retention requirements. If the contract is not acceptable, the response shall identify the unacceptable clauses and shall provide suggested alternate language. General or vague statements or invitations to discuss further are not adequate answers.
I am aware that any objections to the Master Agreement will be considered and included in the City/District’s evaluation of my firm’s qualifications. I am also aware, if I fail to list any objections to the City/District’s Master Agreement, I will not be allowed to raise any objections later if selected as one of the on-call contractors.
Signature of Proposer
Date
Specific Objections:
09-24-2026
Santamaria Concrete Inc. accepts the Master Services Agreement subject to incorporation of Attachment B – Fee Schedule and Hourly Rates, Attachment C – Scope Clarifications, Assumptions and Exclusions, and the City’s published Q&A.
Services shall be limited to mutually accepted Task Orders for the proposed trades.
Contractor may decline individual Task Orders based on availability, schedule, location, or scope. Labor billing rates shall increase by 4% on each anniversary of the Agreement, as stated in Attachment B.
Item 6.4
FORM 5
NON-COLLUSION DECLARATION
(PUBLIC CONTRACT CODE SECTION 7106)
I, declare under penalty of perjury that I am (sole
owner, partner, president, etc.) of (company name), the party making the foregoing proposal; that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from submitting a proposal; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposed prices of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal prices, or of that of any other proposer, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.
I declare under penalty of perjury that the foregoing is true and correct and this was executed on the date show below at , (City, State)
Dated:
NAME OF PROPOSER:
Signature:
President
Santamaria Concrete Inc
Alexander Santamaria
San Jose, California
09-24-2026
Santamaria Concrete Inc.
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
ATTACHMENT A
QUALIFICATIONS AND CAPABILITY STATEMENT
On-Call Public Works Maintenance and Urgent/Emergency Response Services RFP No. 2026-29 | City of Foster City
Santamaria Concrete Inc.
PURPOSE
This attachment presents Santamaria Concrete Inc.'s licenses, registrations, experience, service capabilities, and quality qualifications. For this proposal, services offered are limited to concrete restoration, conventional hot-mix asphalt restoration, and the associated excavation and aggregate base work under individual, mutually accepted Task Orders.
Broader company capabilities and past performance are included solely to demonstrate qualifications.
COMPANY SERVICE CAPABILITIES
Asphalt Restoration
● Perform hot-mix asphalt removal and replacement, utility-cut and trench restoration, localized pavement repairs, mill-and-fill repairs, milling, and overlays.
● Sawcut and excavate existing asphalt, aggregate base, and underlying material within the horizontal and vertical restoration limits identified in an accepted Task Order. ● Place, grade, and compact aggregate base; apply tack coat; and place and compact conventional hot-mix asphalt in accordance with the applicable Task Order requirements. ● Haul and dispose of asphalt debris generated directly by Santamaria Concrete's authorized restoration work when included in the Task Order.
Concrete Restoration
● Perform cast-in-place concrete work, including sidewalks, curb and gutter, valley gutter, driveway approaches, ADA curb ramps, flatwork, minor concrete, concrete pavement, retaining walls, and footings. ● Sawcut, excavate, and remove existing concrete, aggregate base, and underlying material within the horizontal and vertical restoration limits identified in an accepted Task Order. ● Perform forming, authorized reinforcement, concrete placement, finishing, curing, jointing, stripping, and cleanup associated with accepted restoration work.
● Install detectable warning surfaces when specifically identified and priced in the Task Order. Additional company capabilities include bridge restoration, demolition of unsound concrete, rapid-set concrete patching, polyester concrete restoration, methacrylate resin restoration, and Joint Seal Type A installation.
ASSOCIATED EXCAVATION AND AGGREGATE BASE
● Perform earthwork involving the excavation, movement, and placement of material, including cut and fill, selective excavation, grading, trenching, backfill, aggregate base placement, and compaction. Under this proposal, earthwork is limited to work directly associated with authorized concrete or asphalt restoration. ● Use company-owned trucks and construction equipment appropriate to the accepted Task Order, subject to site access and deployment requirements.
● Coordinate excavation depths, repair limits, material requirements, and compaction procedures with each accepted Task Order.
● Review Task Order locations, quantities, dimensions, working hours, traffic-control responsibilities, schedule, and compensation before mobilization.
● Labor, project management, equipment, mobilization, markups, and escalation provisions are addressed separately in Attachment B.
Attachment A, page 1 of 2
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
LICENSES, REGISTRATIONS AND STATUS
● California Contractor License No. 1009454: C-8 Concrete Contractor, C-12 Earthwork and Paving Contractor, and C-31 Construction Zone Traffic Control Contractor. ● California DIR Public Works Registration No. 1000952960. ● Disadvantaged Business Enterprise certification No. 45754 and Minority Business Enterprise certification No. 20523235.
● ISNetworld Certified No. 400-778710 and CGA/DPI No. 37560. ● Motor Carrier Permit MC CA No. 603831 and USDOT No. 3504494. ● Union signatory contractor employing Laborers, Operating Engineers, and Cement Masons. ● NAICS 238110 - Poured Concrete Foundation and Structure Contractors; 237310 - Highway, Street, and Bridge Construction; and 238910 - Site Preparation Contractors. ● Santamaria Concrete Inc. has operated since 2015 and maintains its main office in San Jose, California.
Its Northern California work area includes Sonoma, Napa, Solano, Marin, Contra Costa, Alameda, San Francisco, San Mateo, and Santa Clara counties.
RELEVANT EXPERIENCE AND SERVICE CAPACITY
● Caltrans, Project 04-4Y990 - emergency polyester concrete restoration requiring strict safety controls because of the explosive nature of the two components used in polyester concrete. ● PG&E, Davis Service Center New Building Improvements - safe excavation, precise grading, compliant foundations, and beam construction performed to PG&E standards. ● Sevenson Environmental Services, Former Napa MGP, Operable Unit 2 - retaining-wall concrete placement in high temperatures, moisture-loss protection, and curing control. ● American Civil Construction, Project 04-3W7504 - unsound concrete demolition, rapid-set concrete work, bridge removal, rebar condition checks, and verification that rapid-set concrete reached 3,600 psi before reopening the lane.
● Sevenson Environmental Services, Former Vallejo MGP Site, Operable Unit 1 - grading, aggregate base compaction, hot-mix asphalt quality and placement-temperature control, and drainage installation. ● Experienced union craft personnel are available for concrete, asphalt, and directly associated earthwork operations.
● Company-owned trucks, paving and compaction equipment, excavation equipment, trailers, and small tools are available for authorized Task Orders.
● Project management and field supervision support Task Order review, mobilization planning, scheduling, documentation, and coordination.
● Work is planned with attention to safe execution, substrate preparation, material placement, compaction, concrete finish quality, curing, and restoration of the work area. ● Task Orders are reviewed for trade fit, crew and material availability, safety, schedule, site access, and commercial acceptability before acceptance.
● Main Office: 785 Lincoln Avenue, San Jose, CA 95126 | Phone: (408) 634-4209 | santamaria-concrete.com.
PROPOSAL CONTACT AND QUALIFICATION
Roxana Sanchez, Estimating Department | (458) 239-2058 | [email protected]. These qualifications apply to the concrete restoration, hot-mix asphalt restoration, and associated excavation and aggregate base services identified in Santamaria Concrete Inc.'s proposal and in each mutually accepted Task Order.
Attachment A, page 2 of 2
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
ATTACHMENT B
FEE SCHEDULE AND HOURLY RATES
On-Call Public Works Maintenance and Urgent/Emergency Response Services RFP No. 2026-29 | City of Foster City
Santamaria Concrete Inc.
PROPOSED FEE SCHEDULE
PROPOSED TRADES
Asphalt restoration, concrete restoration, and the associated excavation and aggregate base work required within the authorized limits of individual, mutually accepted Task Orders.
OWNED EQUIPMENT RATES
Company-owned equipment is listed by asset for Task Order identification. HR = per hour; 100/Day = per 100 units per day. Rates apply only to deployed, authorized equipment.
Equipment Billing Unit Rate
Ford F-150 (7,000 LB) HR $44.05
Ford F-150 (7,000 LB) - Traffic Control HR $44.05
Ford F-250 (10,000 LB) - Unit 1 HR $44.05
Ford F-250 (10,000 LB) - Unit 2 HR $44.05
Ford F-450 (14,000 LB) (2016) HR $56.97
Ford F-750 (26,000 LB) (2016) - Unit 1 HR $60.19
Ford F-750 (26,000 LB) (2016) - Unit 2 HR $60.19
Volvo D13 Dump Truck HR $99.79
Trailer Red (32T) HR $12.59
Trailer Yellow (26T) HR $26.33
Trailer Gray (10T) HR $6.11
Trailer Black (10T) HR $6.11
Roller BOMAG BW120 SL HR $32.89
Skid Steer Loader CAT 246D (80 HP) HR $51.70
Skid Steer Loader CAT 242D (73.9 HP) HR $51.70
Sweeper Attachment HR $2.61
CAT 249 (67.1 HP) HR $51.70
CAT B8 Demolition Hammer HR $3.86
Paver LeeBoy 8520 HR $140.99
Backpack Blower HR $1.80
Plate Compactor 250 lb HR $13.45
Pump HR $4.94
250 Gal Tank HR $0.99
Mixer HR $4.52
Traffic Cones, 28 in Reflective Sleeve 100/Day $28.76
Message Board on Truck HR $3.04
Attachment B, page 1 of 2
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
LABOR BILLING RATES
Personnel Classification Straight Time (HR) Overtime (HR) Double Time (HR) Project Manager $50.00 $75.00 $100.00
Operator $231.00 $309.00 $386.00
Concrete Finisher $188.00 $248.00 $308.00
Laborer $163.00 $212.00 $260.00
Teamster - Group III $179.00 $231.00 $283.00
COSTS AND MARKUPS
Cost Category Proposed Billing Basis
Materials Documented cost + 8% markup
Third-Party Equipment Rentals Documented cost + 8% markup Outside Trucking Documented cost + 8% markup
Disposal / Tipping Fees Documented cost + 8% markup
Subcontracted Services Documented cost + 8% markup
Payment / Performance Bonds 3% of Task Order when required
MOBILIZATION
Commercial Item Proposed Charge
Mobilization / Remobilization $1,550.00 EA
RATE CONDITIONS
● Straight-time rates apply during mutually agreed weekday working hours and correspond to the Form 1 Standard Rate.
● Overtime rates correspond to the Form 1 Weekday Overtime Rate and Saturdays. Double-time rates correspond to the Form 1 Weekend Overtime Rate and Sundays, Holiday Rate, and other applicable double-time conditions. All premium time must be required by the applicable labor agreement or authorized in writing.
● Company-owned equipment will be billed at the listed Santamaria Concrete equipment rate.
Equipment operators are billed separately under the applicable labor classification unless expressly stated otherwise.
● Third-party rentals, outside trucking, disposal fees, materials, and subcontracted services require prior Task Order authorization.
● Each Task Order must state the authorized scope, estimated hours, reimbursable costs, and maximum compensation.
● The listed labor billing rates will increase by 4% on each anniversary of the Agreement.
Each mobilization or remobilization event is billed as one unit (EA) at $1,550.00.
Attachment B, page 2 of 2
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
ATTACHMENT C
SCOPE CLARIFICATIONS, ASSUMPTIONS AND EXCLUSIONS
On-Call Public Works Maintenance and Urgent/Emergency Response Services RFP No. 2026-29 | City of Foster City
Santamaria Concrete Inc.
PURPOSE
This attachment defines the limits of Santamaria Concrete Inc.'s proposed services. The proposal is limited to asphalt restoration and concrete restoration, including the associated excavation and aggregate base work required within the authorized restoration limits of individual, mutually accepted Task Orders.
PROPOSED SERVICES
Asphalt Restoration
● Sawcut, excavate, and remove existing asphalt, aggregate base, and underlying material within the horizontal and vertical restoration limits identified in an accepted Task Order. ● Perform trench restoration, utility-cut patching, localized pavement repairs, mill-and-fill repairs, and asphalt overlays.
● Furnish, place, grade, and compact aggregate base within the authorized repair area; apply tack coat; and place and compact hot-mix asphalt in accordance with the applicable Task Order requirements. ● Haul and dispose of asphalt debris generated directly by Santamaria Concrete's authorized restoration work when included in the Task Order.
Concrete Restoration
● Sawcut, excavate, and remove existing concrete, aggregate base, and underlying material within the horizontal and vertical restoration limits identified in an accepted Task Order. ● Restore concrete sidewalks, curb and gutter, valley gutter, driveway approaches, ADA curb ramps, and concrete pavement.
● Furnish, place, grade, and compact aggregate base when identified in the Task Order; perform forming, reinforcement specifically shown or authorized, concrete placement, finishing, curing, jointing, stripping, and cleanup related to the accepted restoration work.
● Install detectable warning surfaces only when specifically identified and priced in the Task Order.
SCOPE CLARIFICATIONS
● Santamaria Concrete is offering only asphalt restoration and concrete restoration services, including the associated excavation and aggregate base work required within the authorized restoration limits. This proposal does not constitute acceptance of the RFP's complete multidisciplinary maintenance scope. ● Each Task Order must identify the location, quantities, dimensions, materials, working hours, access conditions, traffic-control responsibilities, schedule, and compensation before work begins. ● Santamaria Concrete may review each requested Task Order for trade fit, crew and material availability, safety, schedule, and commercial acceptability before acceptance. ● Emergency and after-hours work is subject to availability and written agreement on the applicable mobilization, minimum callout, overtime, weekend, holiday, and remobilization charges. ● Labor, equipment, trucking, mobilization, markups, and escalation provisions are addressed separately in Attachment B.
Attachment C, page 1 of 2
Item 6.4
Santamaria Concrete Inc.
785 Lincoln Avenue
San Jose, CA 95126
Phone: (408) 634-4209
DIR# 1000952960 CA LIC# 1009454
DBE# 45754 MBE# 20523235
DOT# 3504494 MC A#603831
ASSUMPTIONS
● The City will issue a written Task Order or other written authorization before mobilization. ● Work areas will be accessible, clearly marked, and ready for the authorized restoration operation. ● Excavation and aggregate base work is limited to the horizontal and vertical restoration limits, depths, and quantities identified in the accepted Task Order. The existing subgrade must be suitable to receive aggregate base and restoration materials.
● Materials will comply with the specification identified in the Task Order. When no project-specific specification is identified, the City will confirm the governing standard before material procurement. ● Pricing assumes one continuous operation and one mobilization per Task Order unless the Task Order states otherwise.
● Normal work is performed during mutually agreed weekday hours. Night, weekend, holiday, standby, phased, interrupted, or accelerated work requires separate written pricing. ● The City or others will handle utility locating, surveying, engineering, permits, inspections, material testing, traffic control, flagging, public notifications, and temporary access unless specifically included in an accepted Task Order.
● Quantity changes, concealed conditions, differing site conditions, or work beyond the authorized limits require written approval and an equitable adjustment.
EXCLUSIONS
● Aggregate base outside the authorized restoration limits or beyond the depths and quantities identified in the accepted Task Order.
● Asphalt dike work.
● Utility, water, wastewater, sanitary sewer, storm-drain, pipeline, mechanical, and electrical work. ● Utility trench excavation, utility trench backfill, deep excavation outside the authorized restoration limits, subgrade stabilization, over-excavation, and unsuitable-soil correction. ● Rubberized asphalt, slurry seal, chip seal, and pavement-preservation treatments other than conventional hot-mix asphalt restoration.
● Traffic control, flagging, lane-closure design, police services, permits, public notifications, striping, pavement markings, markers, curb painting, and final restriping. ● Hazardous or contaminated-material handling, characterization, remediation, and Class II or specialty disposal.
● Surveying, engineering, design, utility scanning, potholing, inspection, laboratory testing, concrete cylinders, and compaction testing.
● Structural concrete, foundations, retaining walls, buildings, decorative or stamped concrete, specialty coatings, waterproofing, railings, anchors, and embedded items unless specifically identified and priced. ● Adjustment, replacement, or installation of utility covers, valves, manholes, drainage structures, and other utility appurtenances unless specifically identified and priced. ● Any work outside an accepted Task Order or beyond the expressly authorized restoration limits.
PROPOSAL QUALIFICATION
These clarifications, assumptions, and exclusions are incorporated into Santamaria Concrete Inc.'s proposal and will apply to each Task Order unless modified by a written agreement signed by both parties.
Attachment C, page 2 of 2
Item 6.4
MASTER SERVICES AGREEMENT
FOR
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
This Agreement is made and entered into as of the 19th day of October, 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and SDM Construction, hereinafter called "CONTRACTOR."
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY/DISTRICT desires to retain CONTRACTOR to provide on-call repair and maintenance and urgent/emergency response services for CITY/DISTRICT infrastructure;
WHEREAS, it is anticipated that, as a need arises for CONTRACTOR to provide services, CITY/DISTRICT will issue Task Orders to CONTRACTOR (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, in reliance upon CONTRACTOR's documentation of its qualifications, the CITY/DISTRICT finds that CONTRACTOR has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
WHEREAS, that CONTRACTOR is specially trained, experienced and competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONTRACTOR under this Agreement shall include those services set forth in each Task Order and Exhibit “B,” Scope of Services, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit B and each Task Order is hereby made an obligation of CONTRACTOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.
Item 6.4
2. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONTRACTOR. Initial contract period shall be from October 19, 2026, through October 18, 2029. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from October 19, 2029, through October 18, 2030. The third contract period will be from October 19, 2030, through October 18, 2031.
Renewal shall be by mutual consent of CONTRACTOR AND
CITY/DISTRICT as approved by the City Council/District Board.
CONTRACTOR shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONTRACTOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.
(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONTRACTOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONTRACTOR demanding such cure, in which case CONTRACTOR shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONTRACTOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONTRACTOR shall continue its work throughout the course of any dispute, and CONTRACTOR’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY/DISTRICT shall compensate CONTRACTOR for all services performed by CONTRACTOR hereunder in an amount based upon CONTRACTOR’s hourly rates during the time of the performance of said services. A copy of CONTRACTOR’s hourly rates for which services hereunder shall be performed are set forth in CONTRACTOR’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
Item 6.4
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in the Task Order issued to CONTRACTOR by the City/District under this Agreement. The Contractor shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Contractor’s services are not utilized by the City/District.
Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon completion of the work under each Task Order by CONTRACTOR to CITY/DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY/DISTRICT including, without limitation, CONTRACTOR's transmittal of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.
CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONTRACTOR for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONTRACTOR has partially completed one or more deliverables due during a payment period, and if CONTRACTOR demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONTRACTOR shall not be entitled to, any payment for Services performed before this Agreement's execution.
Item 6.4
The following is a summary of the prompt payment requirements of Public Contract Code Section 20104.50, which is set forth in the terms of this Agreement as required by that section: CITY/DISTRICT shall review each payment request as soon as practicable after receipt to determine whether it is a proper payment request, and shall return any payment request determined not to be proper, together with a written statement of the reasons it is not proper, no later than seven (7) days after receipt.
CITY/DISTRICT shall pay interest at the rate set forth in subdivision (a) of Code of Civil Procedure Section 685.010 on any undisputed and properly submitted payment request not paid within thirty (30) days after receipt.
CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONTRACTOR under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums is the sole responsibility of CONTRACTOR. CITY/DISTRICT has no responsibility or liability for payment of CONTRACTOR’s taxes or assessments.
CONTRACTOR shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].
CONTRACTOR shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONTRACTOR and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.
CONTRACTOR shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONTRACTOR shall pay federal Davis Bacon wages and comply with applicable federal requirements.
Item 6.4
Pursuant to Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor may be listed on a bid proposal for, nor engage in the performance of, any Task Order subject to prevailing wage requirements unless currently registered and qualified to perform public work with the Department of Industrial Relations. Notice of this registration requirement is hereby included in this Agreement, and no Task Order subject to prevailing wage requirements shall be entered into without proof of CONTRACTOR's and each subcontractor's current registration. Pursuant to Labor Code Section 1771.4, each such Task Order is subject to compliance monitoring and enforcement by the Department of Industrial Relations, and CONTRACTOR shall post all job site notices prescribed by regulation.
In accordance with Labor Code Section 1775, CONTRACTOR and each subcontractor shall comply with the prevailing wage requirements of the Labor Code; CONTRACTOR shall forfeit the penalties prescribed by Section 1775 and shall pay to each worker the difference between the prevailing wage rate and the amount actually paid for each worker paid less than the prevailing rate for any work performed under this Agreement or any Task Order.
In accordance with Labor Code Sections 1810 and 1813, eight (8) hours of labor constitutes a legal day's work, and CONTRACTOR and each subcontractor shall forfeit twenty-five dollars ($25) to CITY/DISTRICT for each worker employed in the execution of any Task Order for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or more than forty (40) hours in any one calendar week, except that work in excess of those hours is permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay, as provided in Labor Code Section 1815
4. Performance Bond. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto as Exhibit E– Construction Labor and Materials Payment Bond, and may be required, in City’s sole discretion to provide a construction performance bond in form attached hereto as Exhibit F – Construction Performance Bond. Contractor may not substitute cash in lieu of the required bond(s).
Item 6.4
5. Performance of Services. No work shall be performed under this Agreement except to the extent the CONTRACTOR receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONTRACTOR for each Task Order when services are needed. CONTRACTOR shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONTRACTOR shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
6. Records and Audit. CONTRACTOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONTRACTOR hereunder. Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONTRACTOR’s place of business or as otherwise agreed upon by the parties.
CONTRACTOR shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
Any authorized representative of CITY/DISTRICT shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by CONTRACTOR. Further, CITY/DISTRICT has the right at all reasonable times to audit, inspect or otherwise evaluate the services and work performed or being performed under this Agreement.
Item 6.4
7. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
8. Reliance on Professional Skill of CONTRACTOR. CONTRACTOR represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONTRACTOR to do and perform the work. In performing services hereunder CONTRACTOR shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONTRACTOR hereunder.
CONTRACTOR represents that it has reviewed Exhibit B and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit B.
CONTRACTOR represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONTRACTOR enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONTRACTOR at no expense to CITY/DISTRICT.
CONTRACTOR represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY/DISTRICT, or the receipt thereof by CONTRACTOR, or any inspection, review, approval or oral statement by any representative of CITY/DISTRICT or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 8 or lessen the liability of CONTRACTOR for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
Item 6.4
9. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.
10. Relationship of Parties. It is understood that the relationship of CONTRACTOR to the CITY/DISTRICT is that of an independent contractor and all persons working for or under the direction of CONTRACTOR are its agents or employees and not agents or employees of the CITY/DISTRICT.
11. Schedule. CONTRACTOR shall adhere to the schedule set forth in Exhibit B; provided, that CITY/DISTRICT shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONTRACTOR’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, workstoppages, or other labor disturbances conducted by, or on behalf of, CONTRACTOR’s officers or employees.
CONTRACTOR acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
12. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONTRACTOR shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONTRACTOR or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONTRACTOR, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONTRACTOR’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
Item 6.4
If CONTRACTOR is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONTRACTOR shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONTRACTOR’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONTRACTOR shall not exceed CONTRACTOR’s
proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONTRACTOR represents that professional services provided by CONTRACTOR pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONTRACTOR shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONTRACTOR’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONTRACTOR for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONTRACTOR as an additional insured on its Comprehensive General Liability insurance coverage. If CONTRACTOR has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONTRACTOR shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONTRACTOR’s responsibilities and is not included in the scope of Services CONTRACTOR is to perform nor included in CONTRACTOR’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONTRACTOR shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONTRACTOR shall, however, be responsible for the coordination of CONTRACTOR’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
Item 6.4
(f) Duty to Cooperate. CONTRACTOR shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONTRACTOR shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONTRACTOR shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.
13. Insurance. Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONTRACTOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONTRACTOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONTRACTOR under this Agreement (or CONTRACTOR shall promptly reimburse CITY/DISTRICT for such expense).
CONTRACTOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event CONTRACTOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
14. WORKERS' COMPENSATION. CONTRACTOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONTRACTOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
Item 6.4
15. NON-DISCRIMINATION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY/DISTRICT setting forth the provisions of this non-discrimination clause.
Item 6.4
16. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT and CONTRACTOR in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
100 Lincoln Centre Drive
Foster City, CA 94404-2299
Attention: Zaheed Danish
CONTRACTOR: SDM Construction
2055 Sierra Road #57
Concord, CA 94518
1-415-610-0444
Attention:Deyan Dinev
17. Assignment. This is an agreement for the personal services of CONTRACTOR. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONTRACTOR and the CONTRACTOR’s firm, associates and employees as an inducement to enter into this Agreement.
CONTRACTOR shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONTRACTOR shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
18. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
19. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
20. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
21. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party Item 6.4
shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
Any claim by CONTRACTOR arising under this Agreement or any Task Order shall be subject to the claim resolution procedures of Public Contract Code Section 9204, which are incorporated herein by this reference. A summary of Section 9204 is as follows: upon receipt of a claim, CITY/DISTRICT shall review the claim and, within forty-five (45) days (subject to extension as provided by statute), provide CONTRACTOR a written statement identifying the disputed and undisputed portions of the claim; any undisputed amount shall be paid within sixty (60) days after that statement; if the claim remains disputed, CONTRACTOR may demand in writing an informal meet-and-confer conference, which CITY/DISTRICT shall schedule within thirty (30) days; and any portion of the claim still in dispute thereafter shall be submitted to nonbinding mediation, with the parties sharing the mediator's costs equally. Any waiver of the rights afforded by Section 9204 is void and contrary to public policy.
22. Conflict of Interest. CONTRACTOR may serve other clients, but none who are active within the City of Foster City/Estero Municipal Improvement District or who conduct business that would place CONTRACTOR in a "conflict of interest" as that term is defined in State law.
23. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONTRACTOR and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONTRACTOR, or by any of its employees, even though such equipment be furnished, rented or loaned to CONTRACTOR by CITY/DISTRICT. The acceptance or use of such equipment by CONTRACTOR or any of its employees shall be construed to mean that CONTRACTOR accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONTRACTOR, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.
Item 6.4
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY/DISTRICT or CONTRACTOR may have under this Agreement or any applicable law. All rights and remedies of CITY/DISTRICT or CONTRACTOR, whether under this Agreement or other applicable law, shall be cumulative.
24. Confidentiality. Any information, whether proprietary or not, made known to or discovered by CONTRACTOR during the performance of or in connection with this Agreement for CITY/DISTRICT, will be kept confidential and not be disclosed to any other person. CONTRACTOR will immediately notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with this Agreement.
These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.
25. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, D, E, and F comprises the entire Agreement.
Item 6.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY/ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
Dated:
Stefan Chatwin, City Manager
ATTEST:
Dated:
Priscilla Schaus, City Clerk/District Secretary
APPROVED AS TO FORM
Dated:
Benjamin Stock,
City Attorney/District Legal Counsel
SDM Construction
Dated:
Deyan Dinev
Owner
Item 6.4
EXHIBIT A
SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]
TO ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES MASTER AGREEMENT
This Task Order No. ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and ("Contractor")
RECITAL
A. City and Contractor entered into an agreement entitled Master Services Agreement For On-Call Public Works Maintenance and Urgent/Emergency Services ("Agreement"), by which the Contractor agreed to perform services in accordance with Task Orders issued by the City.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.
2. SCOPE OF TASK ORDER. Contractor shall perform the services described in Exhibit "B," attached hereto and incorporated herein by reference, in accordance with the terms and conditions of the Agreement.
3. PAYMENT. For services performed by Contractor in accordance with this Task Order, City will compensate Contractor in accordance with the terms and conditions of the Agreement, in an amount not to exceed $ (including all hourly billings as well as reimbursable costs.
4. BOND REQUIREMENTS. [ADD IF PAYMENT AMOUNT OVER $25,000]
5. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Contractor and the City.
IN WITNESS WHEREOF, the City and Contractor do hereby agree to the full performance of the terms set forth herein.
City of Foster City Contractor
By: By:
Title: City Manager Title:
Date: Date:
Tax ID No.:
[ ]
[ ]
[ ] as of , 202_.
Item 6.4
EXHIBIT B
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between [ ], hereinafter referred to as "CONTRACTOR" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.
1. Description of the Project:
1.1 Furnish all tools, labor, equipment and materials necessary to perform repairs and maintenance on the CITY/DISTRICT Water, Wastewater, Building, Streets and/or Stormwater systems, and other facilities on an on-call basis as outlined in specific Task Orders.
2. Services:
2.1 Scope of work shall include mobilization of labor, equipment and materials to perform maintenance and emergency and/or on-call urgent repair work as directed by City/District staff on water lines, wastewater lines, pumps, engines, valves, lift stations or other infrastructure elements, debris removal and disposal of soils, clearing, grading and earthwork, disaster mitigation and recovery, or other tasks as agreed upon by CITY/DISTRICT and CONTRACTOR.
2.2 Scope of work may include dewatering plan, SWPPP plan, traffic control plan, permits, fees and third-party testing, FEMA reimbursement expertise and administrative support as mutually agreed by CITY/DISTRICT and CONTRACTOR.
3. PAYMENTS
3.1 Unless issued under an emergency declaration, the maximum payment to CONTRACTOR under this Agreement for any single task order shall be limited to amounts not to exceed the City/District Manager, or their designee’s signing authority, which is currently $75,000, but may be increased per the Public Contracts Code over the term of the agreement. The dollar limit of Task Orders issued under an emergency declaration shall be at the discretion of the City Manager, under his procurement authority as outlined in Municipal Code Section 2.40.070.
3.2 CITY/DISTRICT shall pay monthly, based on the value of the work performed in each month upon presentation of an invoice by CONTRACTOR.
END OF EXHIBIT B
Item 6.4
EXHIBIT C
FEE SCHEDULE
City/District will compensate Contractor in accordance with the terms and conditions or the Agreement. A maximum, not to exceed amount shall be stated in each Task Order (including all hourly billings as well as reimbursable costs) per the terms of the Agreement.
Item 6.4
EXHIBIT D
INSURANCE FORMS
CONTRACTOR shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between DSM Construction, hereinafter referred to as “Contractor”, and City of /Foster City/Estero Municipal Improvement District, hereinafter referred to as “City/District”, providing for professional services.
1. Contractor's Duty to Show Proof of Insurance. Contractor, in order to protect City/District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Contractor's acts, errors, or omissions in connection with the performance of Contractor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Contractor shall not perform any work under this Agreement until Contractor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District's authorized insurance representative, insurance Tracking Services Inc. (ITS).
Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Contractor shall supply proof that such person is an authorized representative thereof and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Contractor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Contractor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Contractor or City/District as an additional insured.
1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Contractor's performance of services under this Agreement.
The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Contractor shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall Item 6.4
be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Contractor shall submit written proof that Contractor is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Contractor shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Contractor. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Contractor shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Contractor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. □ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City/District and must be approved by the City/District Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claimsmade basis, Contractor, at Contractor's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of Item 6.4
not less than five (5) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.
2. City/District as Additional Insured
On Contractor's Commercial General Liability and Automobile policies, the City of Foster City/Estero Municipal Improvement District, its Council members, officers, directors, agents, employees, and volunteers, shall be named as additional insured's, but only with respect to liability arising out of the activities of the named insured. Any endorsement shall be provided using one of the following three options: (i) on ISO form CG 20 10 1 1 85; or (ii) on ISO form CG 20 37 10 01 plus either ISO form CG 20 10 10 01 or CG 20 33 10 01; or (iii) on such other forms which provide coverage at least equal to or better than form CG 20 10 1 1 85.
3. Insurance terms and conditions:
3.1 Cancellation of Insurance
The above stated insurance coverages required to be maintained by consultant shall be maintained until the completion of all of Contractor's obligations under this Agreement except as otherwise indicated herein. Each insurance policy supplied by consultant shall not be suspended, voided, cancelled or reduced in coverage or in limits except after ten (10) days written notice by Contractor in the case of non-payment of premiums, or thirty (30) days written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. Contractor shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.
3.2 All insurance shall be issued by a company or companies admitted to do business in California and listed in the current "Best's Key Rating Guide" publication with a minimum rating of A-; VII Any exception to these requirements must be approved by the City/District Risk Manager.
3.3 If Contractor is, or becomes during the term of this Agreement, self-insured or a member of a self-insurance pool, Contractor shall provide coverage equivalent to the insurance coverages and endorsements required above. The City/District will not accept such coverage unless the City/District determines, in its sole discretion and by written acceptance, that the coverage proposed to be provided by Contractor is equivalent to the above-required coverages.
3.4 For any claims related to the Agreement, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City/District, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City/District, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3.5 Insurance coverages in the minimum amounts set forth herein shall not be construed to relieve Contractor for any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the Item 6.4
coverage; nor shall it preclude the City/District from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.
3.6 Failure by Contractor to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement by Contractor.
City/District, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, City/District may purchase such required insurance coverage, and without further notice to Contractor, City/District shall deduct from sums due to Contractor any premiums and associated costs advanced or paid by City/District for such insurance. If the balance of monies obligated to Contractor pursuant to this Agreement are insufficient to reimburse City/District for the premiums and any associated costs, Contractor agrees to reimburse City/District for the premiums and pay for all costs associated with the purchase of said insurance. Any failure by City/District to take this alternative action shall not relieve Contractor of its obligation to obtain and maintain the insurance coverages required by this Agreement.
3.7 Should any of the required insurance (other than errors and omissions insurance) be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defenses costs be included in such general aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limit specified above.
3.8 City/District may (but is under no obligation to) secure project-specific insurance, wrap-up insurance, or administer an owner-controlled insurance program ("OCIP"), in which case Contractor and its subconsultants shall communicate this fact to their insurance carriers and request that the risk of this project be excluded from their practice policies. Contractor's fees under this Agreement (and the fee of its subconsultants under subconsultant agreements) shall be reduced by the amount of insurance premiums that may be avoided by consultant and its subconsultants by virtue of the City/District's obtaining the project-specific insurance, wrap-up insurance or administering an OCIP, and the exclusion of this project from coverage of Contractor's and subconsultants policies.
Construction Manager and its subconsultants shall afford City/District access to their books and records and cooperate with City/District in verifying the amount of savings realized.
ATTACHED
1. Insurance Coverage Form
Item 6.4
EXHIBIT D
This INSURANCE COVERAGE FORM modifies, or documents insurance provided under the following:
Named Insured: Effective Work Date(s):
Description of Work/Locations/Vehicles:
ADDITIONAL INSURED: City of Foster City/Estero Municipal Improvement District (CITY) 610 Foster City Boulevard, Foster City, CA 94404
Attention:
Contract Administrator
Endorsement and Certificates of Insurance Required
The Additional Insured, its elected or appointed officers, officials, employees and volunteers are included as insureds with regard to damages and defense of claims arising from: (Check all that apply)
Insurer Policy
No.
General Liability: (a) activities performed by or on behalf of the Named Insured, (b) products and completed operations of the Named Insured, (c) premises owned, leased occupied or used by the Named Insured, and/or (d) permits issued for operations performed by the Named Insured. {Note: MEETS OR EXCEEDS ISO Form # CG 20 10 11 85}
Auto Liability: the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Named Insured, regardless of whether liability is attributable to the Named Insured or a combination of the Named Insured and the Additional Insured, its elected or appointed officers, officials, employees or volunteers.
Other:
Certificates of Insurance Required (no endorsement needed) (Check all that apply) Insurer Policy No.
Workers Compensation: work performed by employees of the Named Insured while those employees are engaged in work under the simultaneous directions and control of the Named Insured and the Additional Insured.
Professional Liability:
PRIMARY/NON-CONTRIBUTORY: This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds.
SEVERABILITY OF INTEREST: The insurance afforded by this policy applies separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the insurer’s limit of liability.
PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS: Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the Additional Insured, its elected or appointed officers, officials, employees, or volunteers.
CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice (ten (10) days if canceled due to non-payment) by regular mail return receipt requested has been given to the Additional Insured. Such notice shall be addressed as shown above.
WAIVER OF SUBROGATION: The insurer(s) named above agree to waive all rights of subrogation against the CITY, its elected or appointed officers, officials, agents, volunteers, and employees for losses paid under the terms of this policy which arise from work performed by the Named Insured for the CITY.
Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated.
SIGNATURE OF INSURER OR AUTHORIZED REPRESENTATIVE OF THE INSURER I, (print/type name), warrant that I have authority to bind the above-named insurance company and by my signature hereon do so bind this company.
SIGNATURE OF AUTHORIZED REPRESENTATIVE (original signature required) ORGANIZATION: TITLE:
Item 6.4
ADDRESS:
TELEPHONE: ( ) DATE ISSUED:
END OF EXHIBIT D
Item 6.4
25 EXHIBIT E
CONSTRUCTION LABOR AND MATERIAL PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, the City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District (Owner) has awarded to DSM Construction, as Principal a Construction Services Agreement, dated the day of , 20 (Agreement), titled THE PROJECT
located at in the amount of $
(Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
_______________________________________________________________________ _______________________________________________________________________ ______________________________________________________________________________
2. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;
3. NOW, THEREFORE, we, the undersigned Principal and as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM ($ ), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
4. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to California Unemployment Insurance Code Section 13020 with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.
5. This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.
6. Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Agreement, or to the work to be performed thereunder.
7. Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with Agreement; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.
Item 6.4
26 8. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT E
Item 6.4
27 EXHIBIT F
CONSTRUCTION PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
1. THAT WHEREAS, City of Foster City, a general law city and municipal corporation of the State of California/Estero Municipal Improvement District
2. (Owner) has awarded to (Name of Contractor) as Principal a Construction Services Agreement, dated the day of , 20
(Agreement), titled THE PROJECT in the amount of
$ (Contract Sum), which Agreement is by this reference made a part hereof, for the work described as follows:
(Describe Agreement Work)
3. AND WHEREAS, Principal is required to furnish a bond in connection with the Agreement, guaranteeing the faithful performance thereof;
4. NOW, THEREFORE, we, the undersigned Principal and as Surety are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT SUM to be paid to Owner or its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
5. THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its heirs, executors, administrators, successors, or assigns approved by Owner, shall promptly and faithfully perform the covenants, conditions, and agreements of the Agreement during the original term and any extensions thereof as may be granted by Owner, with or without notice to Surety, and during the period of any guarantees or warranties required under the Agreement, and shall also promptly and faithfully perform all the covenants, conditions, and agreements of any alteration of the Agreement made as therein provided, notice of which alterations to Surety being hereby waived, on Principal’s part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify, defend, protect, and hold harmless Owner as stipulated in the Agreement, then this obligation shall become and be null and void; otherwise it shall be and remain in full force and effect.
6. No extension of time, change, alteration, modification, or addition to the Agreement, or of the work required thereunder, shall release or exonerate Surety on this bond or in any way affect the obligation of this bond; and Surety does hereby waive notice of any such extension of time, change, alteration, modification, or addition.
7. Whenever Principal shall be and declared by Owner in default under the Agreement, Surety shall promptly remedy the default, or shall promptly:
7.01 Undertake through its agents or independent contractors, reasonably acceptable to Owner, to complete the Agreement in accordance with its terms and conditions and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, indemnities, and the payment of liquidated damages; or
7.02 Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and, upon determination by Owner of the lowest responsible bidder, reasonably acceptable to Owner, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the Agreement including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated
Item 6.4
28 damages; but, in any event, Surety’s total obligations hereunder shall not exceed the amount set forth in the third paragraph hereof. The term “balance of the Contract Sum,” as used in this paragraph, shall mean the total amount payable by Owner to the Principal under the Agreement and any amendments thereto, less the amount Owner paid to Principal.
8. Surety’s obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the others. Surety may not use Contractor to complete the Agreement absent Owner’s written consent.
9. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or its successors or assigns.
10. Surety may join in any proceedings brought under the Agreement and shall be bound by any judgment.
11. Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.
IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20 .
CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code
END OF EXHIBIT F
Item 6.4
29 EXHIBIT G
CONTRACTOR’S PROPOSAL
(CONTINUED ON FOLLOWING PAGE)
Item 6.4
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09/23/2026
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Item 6.4
MASTER SERVICES AGREEMENT
FOR
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
This Agreement is made and entered into as of the 19th day of October, 2026 by and between the City of Foster City/Estero Municipal Improvement District hereinafter called "CITY/DISTRICT" and Telstar Instruments, hereinafter called "CONTRACTOR."
RECITALS
This Agreement is entered into with reference to the following facts and circumstances:
WHEREAS, CITY/DISTRICT desires to retain CONTRACTOR to provide on-call repair and maintenance and urgent/emergency response services for CITY/DISTRICT infrastructure;
WHEREAS, it is anticipated that, as a need arises for CONTRACTOR to provide services, CITY/DISTRICT will issue Task Orders to CONTRACTOR (in a form substantially similar to that set forth in Exhibit “A,” attached hereto and incorporated by reference which more particularly describes the scope of services to be performed); WHEREAS, in reliance upon CONTRACTOR's documentation of its qualifications, the CITY/DISTRICT finds that CONTRACTOR has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services.
WHEREAS, that CONTRACTOR is specially trained, experienced and competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. Services. The services to be performed by CONTRACTOR under this Agreement shall include those services set forth in each Task Order and Exhibit “B,” Scope of Services, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.
Performance of the work specified in said Exhibit B and each Task Order is hereby made an obligation of CONTRACTOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.
Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit B and in each Task Order.
Item 6.4
2. Term; Termination.
(a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon completion of performance of services hereunder by CONTRACTOR. Initial contract period shall be from October 19, 2026, through October 18, 2029. The contract may be renewed subsequently in one-year increments as follows: The second contract period will be from October 19, 2029, through October 18, 2030. The third contract period will be from October 19, 2030, through October 18, 2031.
Renewal shall be by mutual consent of CONTRACTOR AND
CITY/DISTRICT as approved by the City Council/District Board.
CONTRACTOR shall not commence Services or work until a Notice to Proceed is issued by CITY/DISTRICT.
(b) Notwithstanding the provisions of (a) above, CITY/DISTRICT may with or without cause, direct CONTRACTOR to suspend, delay or interrupt Services, in whole or in part, for such periods of time as CITY/DISTRICT may determine in its sole discretion.
(c) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for default, should CONTRACTOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITY/DISTRICT’s written notice to CONTRACTOR demanding such cure, in which case CONTRACTOR shall be liable to CITY/DISTRICT for all loss, cost, expense, damage and liability resulting from such breach and termination.
(d) CITY/DISTRICT may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY/DISTRICT determines that such termination is in CITY/DISTRICT’s best interests, in which case CONTRACTOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. CONTRACTOR shall continue its work throughout the course of any dispute, and CONTRACTOR’s failure to continue work during a dispute shall be a material breach of this Agreement.
3. Compensation; Expenses; Payment. CITY/DISTRICT shall compensate CONTRACTOR for all services performed by CONTRACTOR hereunder in an amount based upon CONTRACTOR’s hourly rates during the time of the performance of said services. A copy of CONTRACTOR’s hourly rates for which services hereunder shall be performed are set forth in CONTRACTOR’s fee schedule marked Exhibit “C” hereof, attached hereto and by this reference incorporated herein.
Item 6.4
Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the total amount identified in the Task Order issued to CONTRACTOR by the City/District under this Agreement. The Contractor shall only be paid for services performed under this Agreement to the extent authorized by written Task Order. No overhead or other expenses can be recovered for interim periods when the Contractor’s services are not utilized by the City/District.
Invoices for amounts in excess of each Task Order shall not be paid unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) evidenced by motion duly made and carried and a written contract amendment having been executed.
Compensation and reimbursement of costs and expenses hereunder shall be payable upon completion of the work under each Task Order by CONTRACTOR to CITY/DISTRICT, which billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed. Final payment will be made when all Services required under this Agreement have been completed to the reasonable satisfaction of CITY/DISTRICT including, without limitation, CONTRACTOR's transmittal of all deliverables to CITY/DISTRICT required by EXHIBIT B and each Task Order.
CITY/DISTRICT shall not incur any charges under this Agreement, nor shall any payments become due to CONTRACTOR for any payment period on the Project, until CITY/DISTRICT receives all deliverables required under Exhibit B and each Task Order, SCOPE OF WORK AND SCHEDULE, for the payment period (if any) and reasonably accepts such deliverables as meeting the requirements of this Agreement. In cases where CONTRACTOR has partially completed one or more deliverables due during a payment period, and if CONTRACTOR demonstrates diligent progress thereon, then CITY/DISTRICT may make a partial progress payment based upon percentage completion of the partially completed deliverables and diligent progress but taking into account any adverse impacts upon CITY/DISTRICT. CITY/DISTRICT shall not be liable for, and CONTRACTOR shall not be entitled to, any payment for Services performed before this Agreement's execution.
Item 6.4
The following is a summary of the prompt payment requirements of Public Contract Code Section 20104.50, which is set forth in the terms of this Agreement as required by that section: CITY/DISTRICT shall review each payment request as soon as practicable after receipt to determine whether it is a proper payment request, and shall return any payment request determined not to be proper, together with a written statement of the reasons it is not proper, no later than seven (7) days after receipt.
CITY/DISTRICT shall pay interest at the rate set forth in subdivision (a) of Code of Civil Procedure Section 685.010 on any undisputed and properly submitted payment request not paid within thirty (30) days after receipt.
CITY/DISTRICT will not withhold any Federal or State income taxes or Social Security tax from any payments made by CITY/DISTRICT to CONTRACTOR under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums is the sole responsibility of CONTRACTOR. CITY/DISTRICT has no responsibility or liability for payment of CONTRACTOR’s taxes or assessments.
CONTRACTOR shall pay prevailing wages to its employees on any agreement in excess of $1,000.00. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm].
CONTRACTOR shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONTRACTOR and all subconsultants shall keep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly.
CONTRACTOR shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement. If the Agreement exceeds $2,000 and is funded with federal funds, then CONTRACTOR shall pay federal Davis Bacon wages and comply with applicable federal requirements.
Item 6.4
Pursuant to Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor may be listed on a bid proposal for, nor engage in the performance of, any Task Order subject to prevailing wage requirements unless currently registered and qualified to perform public work with the Department of Industrial Relations. Notice of this registration requirement is hereby included in this Agreement, and no Task Order subject to prevailing wage requirements shall be entered into without proof of CONTRACTOR's and each subcontractor's current registration. Pursuant to Labor Code Section 1771.4, each such Task Order is subject to compliance monitoring and enforcement by the Department of Industrial Relations, and CONTRACTOR shall post all job site notices prescribed by regulation.
In accordance with Labor Code Section 1775, CONTRACTOR and each subcontractor shall comply with the prevailing wage requirements of the Labor Code; CONTRACTOR shall forfeit the penalties prescribed by Section 1775 and shall pay to each worker the difference between the prevailing wage rate and the amount actually paid for each worker paid less than the prevailing rate for any work performed under this Agreement or any Task Order.
In accordance with Labor Code Sections 1810 and 1813, eight (8) hours of labor constitutes a legal day's work, and CONTRACTOR and each subcontractor shall forfeit twenty-five dollars ($25) to CITY/DISTRICT for each worker employed in the execution of any Task Order for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or more than forty (40) hours in any one calendar week, except that work in excess of those hours is permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1½) times the basic rate of pay, as provided in Labor Code Section 1815
4. Performance Bond. If contract sum under any Task Order exceeds (or is expected to exceed) $25,000, Contractor shall provide a construction labor and material payment bond, in accordance with Civil Code Section 9550 and in form attached hereto as Exhibit E– Construction Labor and Materials Payment Bond, and may be required, in City’s sole discretion to provide a construction performance bond in form attached hereto as Exhibit F – Construction Performance Bond. Contractor may not substitute cash in lieu of the required bond(s).
Item 6.4
5. Performance of Services. No work shall be performed under this Agreement except to the extent the CONTRACTOR receives a Task Order from the CITY/DISTRICT’s Authorized Representative. The CITY/DISTRICT will request proposals from the CONTRACTOR for each Task Order when services are needed. CONTRACTOR shall respond with a scope and cost proposal in a reasonably prompt manner, no later than fifteen (15) calendar days after CITY/DISTRICT’s request. Such proposal shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate for the accomplishment of such services. Upon the approval of the terms of the proposal by CITY/DISTRICT’s Manager (for contracts less than $75,000 or the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) or CITY/DISTRICT Board (for contracts higher than the signatory approval levels in the adopted Purchasing Policy at the time the task order is signed) by motion duly made and carried, the CITY/DISTRICT's Authorized Representative shall issue a Task Order against this agreement. CONTRACTOR shall commence performance and shall complete all required services no later than the dates set forth in accordance with the approved Task Order. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such Task Order.
6. Records and Audit. CONTRACTOR shall keep and maintain accurate records of all time expended and costs and expenses incurred relating to services to be performed by CONTRACTOR hereunder. Said records shall be available to CITY/DISTRICT for review and copying during regular business hours at CONTRACTOR’s place of business or as otherwise agreed upon by the parties.
CONTRACTOR shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof.
Any authorized representative of CITY/DISTRICT shall have access to any writings as defined above for the purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be maintained by CONTRACTOR. Further, CITY/DISTRICT has the right at all reasonable times to audit, inspect or otherwise evaluate the services and work performed or being performed under this Agreement.
Item 6.4
7. Authorization. This Agreement becomes effective when endorsed by both parties in the space provided below.
8. Reliance on Professional Skill of CONTRACTOR. CONTRACTOR represents that it has the necessary professional skills to perform the services required and the CITY/DISTRICT shall rely on such skills of the CONTRACTOR to do and perform the work. In performing services hereunder CONTRACTOR shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by CONTRACTOR hereunder.
CONTRACTOR represents that it has reviewed Exhibit B and that in its professional judgment the Services to be performed under this Agreement can be performed for a fee within the maximum amount set forth in the Compensation Schedule established in Exhibit B.
CONTRACTOR represents that it possesses all necessary training, licenses, certificates, and permits required by the federal, state, CITY/DISTRICT or municipal governments to perform the Services. Such licenses, certificates and permits must be valid at the time CONTRACTOR enters into this Agreement and must be maintained during the term of this Agreement in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by CONTRACTOR at no expense to CITY/DISTRICT.
CONTRACTOR represents that its performance of the Services will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Services working on similar, successfully completed projects.
The granting of any progress payment by CITY/DISTRICT, or the receipt thereof by CONTRACTOR, or any inspection, review, approval or oral statement by any representative of CITY/DISTRICT or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 8 or lessen the liability of CONTRACTOR for unsatisfactory Services, including but not limited to cases where the defective or below standard Services may not have been apparent or detected at the time of such payment, inspection, review or approval.
Item 6.4
9. Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY/DISTRICT, become the property of CITY/DISTRICT.
10. Relationship of Parties. It is understood that the relationship of CONTRACTOR to the CITY/DISTRICT is that of an independent contractor and all persons working for or under the direction of CONTRACTOR are its agents or employees and not agents or employees of the CITY/DISTRICT.
11. Schedule. CONTRACTOR shall adhere to the schedule set forth in Exhibit B; provided, that CITY/DISTRICT shall grant reasonable extensions of time for the performance of such services occasioned by governmental reviews of CONTRACTOR’s work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, workstoppages, or other labor disturbances conducted by, or on behalf of, CONTRACTOR’s officers or employees.
CONTRACTOR acknowledges the importance to CITY/DISTRICT of CITY/DISTRICT’s Project schedule and agrees to put forth its best professional efforts to perform its services under this Agreement in a manner consistent with that schedule.
12. Indemnity.
(a) To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), CONTRACTOR shall defend, indemnify, and hold harmless City of Foster City and Estero Municipal Improvement District, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of CONTRACTOR or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of CONTRACTOR, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. CONTRACTOR’s obligations to indemnify, defend, hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all other Liabilities.
Item 6.4
If CONTRACTOR is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONTRACTOR shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONTRACTOR’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONTRACTOR shall not exceed CONTRACTOR’s
proportionate percentage of fault.
(b) Intellectual Property Indemnification. CONTRACTOR represents that professional services provided by CONTRACTOR pursuant to this Agreement does not infringe on any other copyrighted work or intellectual property owned by others. CONTRACTOR shall defend, indemnify and hold harmless CITY/DISTRICT from all Liabilities, that may at any time arise for any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person or persons in arising from or relating to CONTRACTOR’s services provided to CITY/DISTRICT under this Agreement.
(c) CITY/DISTRICT shall include a provision in the construction contract with the general contractor on the Project requiring the general contractor to indemnify CONTRACTOR for damages resulting from the negligence of the general contractor and its subcontractors. CITY/DISTRICT shall also include a provision in the construction contract with the general contractor on the Project requiring the general contractor to name CONTRACTOR as an additional insured on its Comprehensive General Liability insurance coverage. If CONTRACTOR has the opportunity to review the construction contract prior to bidding, CITY/DISTRICT shall have no responsibility for the inadvertent omission of such provisions.
(d) CONTRACTOR shall place in its agreements with Subconsultants and cause its Subconsultants to agree to the indemnification and insurance provisions in this Agreement in favor of CITY/DISTRICT and the Indemnitees in the exact form and substance as those contained in this Agreement.
(e) CITY/DISTRICT acknowledges that the discovery, presence, handling or removal of asbestos products, polychlorinated biphenyl (PCB) or other hazardous substances which may presently exist at the any Project site is outside of CONTRACTOR’s responsibilities and is not included in the scope of Services CONTRACTOR is to perform nor included in CONTRACTOR’s insurance. CITY/DISTRICT shall hire hazardous materials consultant if the Project requires the testing or remediation of hazardous substances. CONTRACTOR shall not be responsible or be involved in any way with the discovery, presence, handling or removal of such materials. CONTRACTOR shall, however, be responsible for the coordination of CONTRACTOR’s services and work with the work of CITY/DISTRICT’s hazardous materials consultants.
Item 6.4
(f) Duty to Cooperate. CONTRACTOR shall notify CITY/DISTRICT immediately in writing of any claim or damage related to activities or services performed under this Agreement. CONTRACTOR shall cooperate with CITY/DISTRICT in the investigation and disposition of all Liabilities arising out of the activities or services under this Agreement. Without limiting the foregoing, CONTRACTOR shall take all steps necessary to assist CITY/DISTRICT in the defense of any and all Liabilities brought by a contractor hired to construct the Project regarding any errors, flaws, and/or omissions in the plans or specifications of the Project. Any additional services or work under this paragraph shall be compensated as Additional Services.
13. Insurance. Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY/DISTRICT Certificates of Insurance showing satisfactory proof that it maintains the insurance required by this Contract as set forth in EXHIBIT D, Insurance, which are attached and made a part of this Agreement. CONTRACTOR shall maintain all required insurance throughout the term of this Agreement and as otherwise provided in EXHIBIT D. In the event CONTRACTOR fails to maintain any required insurance, and notwithstanding Paragraph 3 above, CITY/DISTRICT may (but is not obligated to) purchase such insurance and deduct or retain premium amounts from any sums due CONTRACTOR under this Agreement (or CONTRACTOR shall promptly reimburse CITY/DISTRICT for such expense).
CONTRACTOR shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following completion of this project or service. In the event CONTRACTOR fails to obtain or maintain completed operations coverage as required by this Agreement, the CITY/DISTRICT at its sole discretion may purchase the coverage required and the cost will be paid by CONTRACTOR.
14. WORKERS' COMPENSATION. CONTRACTOR certifies that he is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and CONTRACTOR certifies that he will comply with such provisions before commencing the performance of the work of this agreement.
Item 6.4
15. NON-DISCRIMINATION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, advancement, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR shall at all times be in compliance with the requirements of the Federal Americans With Disabilities Act (Public Law 101-336) which prohibits discrimination on the basis of disability by public entities. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY/DISTRICT setting forth the provisions of this non-discrimination clause.
Item 6.4
16. Notice. All notices required by this Agreement shall be given to the CITY/DISTRICT and CONTRACTOR in writing, by first class mail, postage prepaid, addressed as follows:
CITY: City of Foster City
100 Lincoln Centre Drive
Foster City, CA 94404-2299
Attention: Zaheed Danish
CONTRACTOR: Telstar Instruments
500 Sequoia Pacific Blvd
Sacramento, CA 95811
1-916-646-1096
Attention:Kyle A. Johnsen
17. Assignment. This is an agreement for the personal services of CONTRACTOR. CITY/DISTRICT has relied upon the skills, knowledge, experience and training of CONTRACTOR and the CONTRACTOR’s firm, associates and employees as an inducement to enter into this Agreement.
CONTRACTOR shall not assign or subcontract this Agreement without CITY/DISTRICT’s express written consent. Further, CONTRACTOR shall not assign any monies due or to become due under this Agreement without CITY/DISTRICT’s prior written consent.
18. Amendments. This Agreement may be amended or modified only by written agreement signed by both parties.
19. Validity. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
20. Governing Law. This Agreement shall be deemed to have been executed in the County of San Mateo, California. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of San Mateo, California unless the parties agree otherwise in a written amendment to this Agreement. In the event of litigation between the parties hereto to enforce any provision of the Agreement, the unsuccessful party will pay the reasonable attorney’s fees and expenses of litigation of the successful party.
21. Mediation. Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party Item 6.4
shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.
Any claim by CONTRACTOR arising under this Agreement or any Task Order shall be subject to the claim resolution procedures of Public Contract Code Section 9204, which are incorporated herein by this reference. A summary of Section 9204 is as follows: upon receipt of a claim, CITY/DISTRICT shall review the claim and, within forty-five (45) days (subject to extension as provided by statute), provide CONTRACTOR a written statement identifying the disputed and undisputed portions of the claim; any undisputed amount shall be paid within sixty (60) days after that statement; if the claim remains disputed, CONTRACTOR may demand in writing an informal meet-and-confer conference, which CITY/DISTRICT shall schedule within thirty (30) days; and any portion of the claim still in dispute thereafter shall be submitted to nonbinding mediation, with the parties sharing the mediator's costs equally. Any waiver of the rights afforded by Section 9204 is void and contrary to public policy.
22. Conflict of Interest. CONTRACTOR may serve other clients, but none who are active within the City of Foster City/Estero Municipal Improvement District or who conduct business that would place CONTRACTOR in a "conflict of interest" as that term is defined in State law.
23. Liability of CITY/DISTRICT. Except as provided in Exhibit B, Services to be Provided by CONTRACTOR and Exhibit D, Insurance, CITY/DISTRICT's obligations under this Agreement shall be limited to the payment of the compensation provided for in Paragraphs 1, 3, and 4 of this Agreement, Notwithstanding any other provision of this Agreement, in no event shall CITY/DISTRICT be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Agreement, the Services, or the Project.
CITY/DISTRICT shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by CONTRACTOR, or by any of its employees, even though such equipment be furnished, rented or loaned to CONTRACTOR by CITY/DISTRICT. The acceptance or use of such equipment by CONTRACTOR or any of its employees shall be construed to mean that CONTRACTOR accepts full responsibility for and shall exonerate, indemnify, defend and save harmless CITY/DISTRICT from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the CONTRACTOR, its employees, CITY/DISTRICT employees or third parties, or to property belonging to any of the above.
Item 6.4
Nothing in this Agreement shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which CITY/DISTRICT or CONTRACTOR may have under this Agreement or any applicable law. All rights and remedies of CITY/DISTRICT or CONTRACTOR, whether under this Agreement or other applicable law, shall be cumulative.
24. Confidentiality. Any information, whether proprietary or not, made known to or discovered by CONTRACTOR during the performance of or in connection with this Agreement for CITY/DISTRICT, will be kept confidential and not be disclosed to any other person. CONTRACTOR will immediately notify CITY/DISTRICT in writing if it is requested to disclose any information made known to or discovered by during the performance of or in connection with this Agreement.
These conflict of interest, confidentiality and future service provisions and limitations shall remain fully effective indefinitely after termination of services and work to CITY/DISTRICT hereunder.
25. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.
26. Entire Agreement. This Agreement, including Exhibits A, B, C, D, E, and F comprises the entire Agreement.
Item 6.4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf.
CITY OF FOSTER CITY/ESTERO MUNICIPAL
IMPROVEMENT DISTRICT
Dated:
Stefan Chatwin, City Manager
ATTEST:
Dated:
Priscilla Schaus, City Clerk/District Secretary
APPROVED AS TO FORM
Dated:
Benjamin Stock,
City Attorney/District Legal Counsel
Telstar Instruments
Dated:
Kyle A. Johnsen
Vice President
Item 6.4
EXHIBIT A
SAMPLE TASK ORDER
TASK ORDER NO. [INSERT TASK No.]
TO ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES MASTER AGREEMENT
This Task Order No. ("Task Order") is made and entered into by and between the City of Foster City/Estero Municipal Improvement District (“City/District”) and ("Contractor")
RECITAL
A. City and Contractor entered into an agreement entitled Master Services Agreement For On-Call Public Works Maintenance and Urgent/Emergency Services ("Agreement"), by which the Contractor agreed to perform services in accordance with Task Orders issued by the City.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all items and conditions set forth in the Agreement.
2. SCOPE OF TASK ORDER. Contractor shall perform the services described in Exhibit "B," attached hereto and incorporated herein by reference, in accordance with the terms and conditions of the Agreement.
3. PAYMENT. For services performed by Contractor in accordance with this Task Order, City will compensate Contractor in accordance with the terms and conditions of the Agreement, in an amount not to exceed $ (including all hourly billings as well as reimbursable costs.
4. BOND REQUIREMENTS. [ADD IF PAYMENT AMOUNT OVER $25,000]
5. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Contractor and the City.
IN WITNESS WHEREOF, the City and Contractor do hereby agree to the full performance of the terms set forth herein.
City of Foster City Contractor
By: By:
Title: City Manager Title:
Date: Date:
Tax ID No.:
[ ]
[ ]
[ ] as of , 202_.
Item 6.4
EXHIBIT B
SERVICES TO BE PROVIDED, PAYMENTS, PROJECTS, AND SCHEDULE,
ON-CALL PUBLIC WORKS MAINTENANCE AND URGENT/EMERGENCY
RESPONSE SERVICES
SERVICES TO BE PROVIDED
This is an Exhibit attached to and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between [ ], hereinafter referred to as "CONTRACTOR" and the City of Foster City/Estero Municipal Improvement District, hereinafter referred to as "CITY/DISTRICT" providing for professional services.
1. Description of the Project:
1.1 Furnish all tools, labor, equipment and materials necessary to perform repairs and maintenance on the CITY/DISTRICT Water, Wastewater, Building, Streets and/or Stormwater systems, and other facilities on an on-call basis as outlined in specific Task Orders.
2. Services:
2.1 Scope of work shall include mobilization of labor, equipment and materials to perform maintenance and emergency and/or on-call urgent repair work as directed by City/District staff on water lines, wastewater lines, pumps, engines, valves, lift stations or other infrastructure elements, debris removal and disposal of soils, clearing, grading and earthwork, disaster mitigation and recovery, or other tasks as agreed upon by CITY/DISTRICT and CONTRACTOR.
2.2 Scope of work may include dewatering plan, SWPPP plan, traffic control plan, permits, fees and third-party testing, FEMA reimbursement expertise and administrative support as mutually agreed by CITY/DISTRICT and CONTRACTOR.
3. PAYMENTS
3.1 Unless issued under an emergency declaration, the maximum payment to CONTRACTOR under this Agreement for any single task order shall be limited to amounts not to exceed the City/District Manager, or their designee’s signing authority, which is currently $75,000, but may be increased per the Public Contracts Code over the term of the agreement. The dollar limit of Task Orders issued under an emergency declaration shall be at the discretion of the City Manager, under his procurement authority as outlined in Municipal Code Section 2.40.070.
3.2 CITY/DISTRICT shall pay monthly, based on the value of the work performed in each month upon presentation of an invoice by CONTRACTOR.
END OF EXHIBIT B
Item 6.4
EXHIBIT C
FEE SCHEDULE
City/District will compensate Contractor in accordance with the terms and conditions or the Agreement. A maximum, not to exceed amount shall be stated in each Task Order (including all hourly billings as well as reimbursable costs) per the terms of the Agreement.
Item 6.4
EXHIBIT D
INSURANCE FORMS
CONTRACTOR shall provide, in addition to the Certificates of Insurance, original Endorsement affecting the coverages specified herein on the attached form. No substitute form will be accepted.
This is an Exhibit to, and made a part of and incorporated by reference to the Agreement dated October 19, 2026, by and between Telstar Instruments, hereinafter referred to as “Contractor”, and City of /Foster City/Estero Municipal Improvement District, hereinafter referred to as “City/District”, providing for professional services.
1. Contractor's Duty to Show Proof of Insurance. Contractor, in order to protect City/District and its Council members, officials, agents, officers, and employees against all claims and liability for death, injury, loss and damage as a result of Contractor's acts, errors, or omissions in connection with the performance of Contractor's obligations, as required in this Agreement, shall secure and maintain insurance as described below. Contractor shall not perform any work under this Agreement until Contractor has obtained all insurance required under this section and the required certificates of insurance and all required endorsements have been filed with the City/District's authorized insurance representative, insurance Tracking Services Inc. (ITS).
Receipt of evidence of insurance that does not comply with all applicable insurance requirements shall not constitute a waiver of the insurance requirements set forth herein. The required documents must be signed by the authorized representative of the insurance company shown on the certificate. Upon request, Contractor shall supply proof that such person is an authorized representative thereof and is authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, Contractor shall promptly deliver to ITS a certificate of insurance, and all required endorsements, with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverage for the term specified herein. Such certificates and endorsements shall be delivered to ITS prior to the expiration date of any policy and bear a notation evidencing payment of the premium thereof if so requested. Contractor shall immediately pay any deductibles and self-insured retentions under all required insurance policies upon the submission of any claim by Contractor or City/District as an additional insured.
1.1 Insurance Requirements
☒ Commercial General Liability Insurance
Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement with the City/District), Products-Completed Operations Hazard, liability for slander, false arrest and invasion of privacy arising out of professional services rendered hereunder, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of Contractor's performance of services under this Agreement.
The Commercial General Liability insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. Contractor shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The amount of said insurance coverage required by this Agreement shall be the policy limits, which shall Item 6.4
be at least five million dollars ($5,000,000) each occurrence and five million dollars ($5,000,000) aggregate.
*Please note, the City/District will require a separate additional insured endorsement for the Commercial General Liability policy, listing the “City of Foster City/Estero Municipal Improvement District, its Council/Board members, officials, agents, officers, volunteers and employees”.
☒ Business Automobile Liability Insurance
Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, hired and non-owned vehicles used in the performance of Services pursuant to this Agreement with coverage equal to the policy limits, which shall be at least two million dollars ($2,000,000) each occurrence.
☒ Workers' Compensation Insurance
Contractor shall submit written proof that Contractor is insured against liability for workers' compensation in accordance with the provisions of section 3700 of the California Labor Code. Contractor shall require any Subconsultants to provide workers' compensation for all of the Subconsultants' employees, unless the Subconsultants' employees are covered by the insurance afforded by Contractor. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, Contractor shall provide and/or require each Subconsultant to provide adequate insurance for the coverage of employees not otherwise covered. Contractor shall also maintain employer's liability insurance with limits of one million dollars ($1,000,000) for bodily injury or disease. □ Professional Liability Insurance
Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, all negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured, with coverage equal to the policy limits, which shall not be less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) aggregate.
1.2 Self-Insured Retention
Any self-insured retentions in excess of $100,000 must be declared on the Certificate of insurance or other documentation provided to City/District and must be approved by the City/District Risk Manager.
1.3 Claims-Made Basis Coverage
If any of the insurance coverages required under this Agreement is written on a claimsmade basis, Contractor, at Contractor's option, shall either (i) maintain said coverage for at least five (5) years following the termination of this Agreement with coverage extending back to the effective date of this Agreement; (ii) purchase an extended reporting period of Item 6.4