Town Council

TOWN OF MORAGA TOWN COUNCIL WEDNESDAY, JUNE 24, 2026 Kerry Hillis, Mayor Brian Dolan, Vice Mayor Lisa Maglio, Councilmember Graham Thiel, Councilmember Steve Woehleke, Councilmember Scott Mitnick, Town Manager Katie Bruner, Admin. Services Director Sonia Urzua, Planning Director Amy Heavener, Town Clerk Denise Bazzano, Assistant Town Attorney Jon King, Police Chief Nate Levine, Public Works Director Mackenzie Brady, Parks & Recreation Director Executive Team Town of Moraga Mission Statement The Town of Moraga is dedicated to preserving our semi-rural character, conserving open spaces, providing exceptional municipal services, fostering safety and resiliency, providing opportunities for development, and creating a vibrant, innovative, and sustainable community for all. AGENDA ACCESS: The meeting agenda is posted on the following notice board locations: 329 Rheem Blvd.; Moraga Library located at 1500 St. Marys Rd.; The Hacienda located at 2100 Donald Drive; and Online at: https://www.moraga.ca.us/AgendaCenter VIEWING OPTIONS: The Moraga Town Council meeting is scheduled to take place on the 2nd and 4th Wednesday of each month. The meeting may be attended in person at 335 Rheem Blvd, Moraga, on your Local Community Access Television (CATV); or by viewing the Town's YouTube Live channel at: https://www.youtube.com/@TownofMoraga335 You may now view and participate in the Town of Moraga Town Council meetings via Zoom by navigating to Zoom.com and using the unique Meeting ID and Password published with each agenda. PUBLIC INPUT: To provide input to the Town Council please submit comments via the following email address: publiccomment@moraga.ca.us up to two hours prior to the start of the meeting. Written comment cards will also be available for submission at the meeting. Individuals addressing the Town Council are requested to state their name and community of residence for the record. If further assistance is needed, please email the Town Clerk at townclerk@moraga.ca.us or call (925) 888-7021. It is the policy of the Town of Moraga that Councilmembers, Town employees and meeting participants are to be treated with respect and dignity. Actual or perceived discrimination and/or harassment of a Councilmember, Town employee or others on the basis of age, ancestry, color, disability, gender identity, marital status, medical condition, national origin, race, religious creed, sex or sexual orientation will not be tolerated. CEQA STATEMENT: Unless stated otherwise on the agenda, every item on the agenda is exempt from CEQA Guidelines Sections 15060(C), 15061(B)(3), 15273, 15378, 15301, 15323 and/or Public Resources Code Section 21065. NOTICE: If you challenge a Town's zoning, planning, or other decision in court, you may be limited to raising only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the Town Council at, or prior to, the public hearing. Judging review of any Town administrative decision may be had only if petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environment determination may be subject to a shorter time period for litigation, in certain cases 30 days following the date of final decision. The Town of Moraga will provide special assistance for disabled citizens upon at least 72 hours advance notice to the Town Manager's office (925- 888-7021). If sign assistance is needed or written material printed in a larger font or taped, advance notice is necessary. All meeting rooms are accessible to the disabled. 1 June 24, 2026 Town Council Regular Meeting

TOWN OF MORAGA TOWN COUNCIL REGULAR MEETING WEDNESDAY, JUNE 24, 2026 5:30 PM 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. PRESENTATIONS 3A. Proclamation - National Immigrant Heritage Month 3B. Proclamation - America's 250th and California's 175th Anniversary 4. PUBLIC COMMUNICATION 5. ADOPTION OF MEETING AGENDA 6. CONSENT CALENDAR 6A. Adopt a Resolution: Authorizing the Town Manager to execute a Professional Services Agreement with Theis Engineering & Associates for consultant engineering services through June 30, 2027, in an amount not to exceed $128,000. Staff Report TOWN COUNCIL CHAMBER 335 RHEEM BOULEVARD MORAGA, CA ROLL CALL Immigrant Heritage Month June 2026.pdf America 250 California 175 Proclamation June 2026.pdf Time reserved for those in the audience who wish to address the Town Council on items which are not on the agenda. The Council cannot discuss details or vote on items not on the agenda. Your concerns may be referred to the Town Manager for a brief comment or for further review. Note: Public input pertaining to a specific item on the agenda may be made during consideration of that item. A. Consideration of Consent Items Removed for Discussion B. Acceptance of Consent Items Att A - Draft Resolution PSA Award Theis.docx Att B - Draft PSA for Theis Engineering.pdf 2 June 24, 2026 Town Council Regular Meeting

7. ANNOUNCEMENTS AND REPORTS ON ACTIVITIES 8. PUBLIC HEARING 8A. 1. Conduct a Public Hearing regarding the levy of the proposed assessments for Assessment District 1979-1, Town of Moraga Street Lighting (District) for Fiscal Year (FY) 2026-27; and 2. Adopt a Resolution confirming the Engineer’s Report for the District, approving the District assessments and Assessment Diagram, and ordering the levy and collection of District Assessments for FY 2026-27. Staff Report 8B. Waive the first reading and introduce an ordinance amending Chapter 8.124 (Accessory Dwelling Units) of the Moraga Municipal Code to ensure consistency with current State ADU law, the Moraga 2040 General Plan, and the 2023–2031 Housing Element. Staff Report 9. DEPARTMENT REPORTS 9A. Receive information on the Town’s participation in the Senate District 7 ADU Accelerator Program to develop pre-approved ADU plans in partnership with Lafayette and Orinda. Staff Report 9B. Receive Parks, Recreation, and Open Space Master Plan community engagement update and provide input to staff. Staff Report 9C. Receive an Economic Development Update Report. Staff Report 10. COUNCILMEMBER REQUESTS FOR FUTURE AGENDA ITEMS 11. INFORMATIONAL ITEMS A. Councilmember Reports on AB1234 Activities, Councilmember Announcements B. Town Manager Attachment A - Draft Resolution Confirming and Approving District Assessment FY 2026-27.pdf Attachment B - District Engineer's Report for FY 2026-27.pdf Attachment C - District Map of Boundaries.pdf Attachment A - Draft Ordinance.pdf Attachment B - Redlined Amendments to MMC Chapter 8.124.pdf Attachment C - PC Resolution No. 04-2026 Exhibit A.pdf Attachment D - Public Comment Letter CalHDF.pdf Attachment E - ADU Technical Assistance Letter HCD.pdf Attachment A - Lamorinda Memorandum of Understanding.pdf Addendum - Public Comments Received Prior to Meeting 3 June 24, 2026 Town Council Regular Meeting

12. TOWN MANAGER FOLLOW-UP AND ANNOUNCEMENTS 13. ADJOURNMENT 14. SUPPLEMENTAL Supplemental Materials Received During the Meeting JUN 24 2026 - Supplemental Documents 4 June 24, 2026 Town Council Regular Meeting

TOWN OF MORAGA TOWN COUNCIL WEDNESDAY, JUNE 24, 2026 Kerry Hillis, Mayor Brian Dolan, Vice Mayor Lisa Maglio, Councilmember Graham Thiel, Councilmember Steve Woehleke, Councilmember Scott Mitnick, Town Manager Katie Bruner, Admin. Services Director Sonia Urzua, Planning Director Amy Heavener, Town Clerk Denise Bazzano, Assistant Town Attorney Jon King, Police Chief Nate Levine, Public Works Director Mackenzie Brady, Parks & Recreation Director Executive Team Town of Moraga Mission Statement The Town of Moraga is dedicated to preserving our semi-rural character, conserving open spaces, providing exceptional municipal services, fostering safety and resiliency, providing opportunities for development, and creating a vibrant, innovative, and sustainable community for all. AGENDA ACCESS: The meeting agenda is posted on the following notice board locations: 329 Rheem Blvd.; Moraga Library located at 1500 St. Marys Rd.; The Hacienda located at 2100 Donald Drive; and Online at: https://www.moraga.ca.us/AgendaCenter VIEWING OPTIONS: The Moraga Town Council meeting is scheduled to take place on the 2nd and 4th Wednesday of each month. The meeting may be attended in person at 335 Rheem Blvd, Moraga, on your Local Community Access Television (CATV); or by viewing the Town's YouTube Live channel at: https://www.youtube.com/@TownofMoraga335 You may now view and participate in the Town of Moraga Town Council meetings via Zoom by navigating to Zoom.com and using the unique Meeting ID and Password published with each agenda. PUBLIC INPUT: To provide input to the Town Council please submit comments via the following email address: publiccomment@moraga.ca.us up to two hours prior to the start of the meeting. Written comment cards will also be available for submission at the meeting. Individuals addressing the Town Council are requested to state their name and community of residence for the record. If further assistance is needed, please email the Town Clerk at townclerk@moraga.ca.us or call (925) 888-7021. It is the policy of the Town of Moraga that Councilmembers, Town employees and meeting participants are to be treated with respect and dignity. Actual or perceived discrimination and/or harassment of a Councilmember, Town employee or others on the basis of age, ancestry, color, disability, gender identity, marital status, medical condition, national origin, race, religious creed, sex or sexual orientation will not be tolerated. CEQA STATEMENT: Unless stated otherwise on the agenda, every item on the agenda is exempt from CEQA Guidelines Sections 15060(C), 15061(B)(3), 15273, 15378, 15301, 15323 and/or Public Resources Code Section 21065. NOTICE: If you challenge a Town's zoning, planning, or other decision in court, you may be limited to raising only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the Town Council at, or prior to, the public hearing. Judging review of any Town administrative decision may be had only if petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environment determination may be subject to a shorter time period for litigation, in certain cases 30 days following the date of final decision. The Town of Moraga will provide special assistance for disabled citizens upon at least 72 hours advance notice to the Town Manager's office (925- 888-7021). If sign assistance is needed or written material printed in a larger font or taped, advance notice is necessary. All meeting rooms are accessible to the disabled. June 24, 2026 Town Council Regular Meeting 1

TOWN OF MORAGA TOWN COUNCIL REGULAR MEETING WEDNESDAY, JUNE 24, 2026 5:30 PM 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. PRESENTATIONS 3A. Proclamation - National Immigrant Heritage Month 3B. Proclamation - America's 250th and California's 175th Anniversary 4. PUBLIC COMMUNICATION 5. ADOPTION OF MEETING AGENDA 6. CONSENT CALENDAR 6A. Adopt a Resolution: Authorizing the Town Manager to execute a Professional Services Agreement with Theis Engineering & Associates for consultant engineering services through June 30, 2027, in an amount not to exceed $128,000. Staff Report TOWN COUNCIL CHAMBER 335 RHEEM BOULEVARD MORAGA, CA ROLL CALL Immigrant Heritage Month June 2026.pdf America 250 California 175 Proclamation June 2026.pdf Time reserved for those in the audience who wish to address the Town Council on items which are not on the agenda. The Council cannot discuss details or vote on items not on the agenda. Your concerns may be referred to the Town Manager for a brief comment or for further review. Note: Public input pertaining to a specific item on the agenda may be made during consideration of that item. A. Consideration of Consent Items Removed for Discussion B. Acceptance of Consent Items Att A - Draft Resolution PSA Award Theis.docx Att B - Draft PSA for Theis Engineering.pdf June 24, 2026 Town Council Regular Meeting 2

7. ANNOUNCEMENTS AND REPORTS ON ACTIVITIES 8. PUBLIC HEARING 8A. 1. Conduct a Public Hearing regarding the levy of the proposed assessments for Assessment District 1979-1, Town of Moraga Street Lighting (District) for Fiscal Year (FY) 2026-27; and 2. Adopt a Resolution confirming the Engineer’s Report for the District, approving the District assessments and Assessment Diagram, and ordering the levy and collection of District Assessments for FY 2026-27. Staff Report 8B. Waive the first reading and introduce an ordinance amending Chapter 8.124 (Accessory Dwelling Units) of the Moraga Municipal Code to ensure consistency with current State ADU law, the Moraga 2040 General Plan, and the 2023–2031 Housing Element. Staff Report 9. DEPARTMENT REPORTS 9A. Receive information on the Town’s participation in the Senate District 7 ADU Accelerator Program to develop pre-approved ADU plans in partnership with Lafayette and Orinda. Staff Report 9B. Receive Parks, Recreation, and Open Space Master Plan community engagement update and provide input to staff. Staff Report 9C. Receive an Economic Development Update Report. Staff Report 10. COUNCILMEMBER REQUESTS FOR FUTURE AGENDA ITEMS 11. INFORMATIONAL ITEMS A. Councilmember Reports on AB1234 Activities, Councilmember Announcements B. Town Manager Attachment A - Draft Resolution Confirming and Approving District Assessment FY 2026-27.pdf Attachment B - District Engineer's Report for FY 2026-27.pdf Attachment C - District Map of Boundaries.pdf Attachment A - Draft Ordinance.pdf Attachment B - Redlined Amendments to MMC Chapter 8.124.pdf Attachment C - PC Resolution No. 04-2026 Exhibit A.pdf Attachment D - Public Comment Letter CalHDF.pdf Attachment E - ADU Technical Assistance Letter HCD.pdf Attachment A - Lamorinda Memorandum of Understanding.pdf Addendum - Public Comments Received Prior to Meeting June 24, 2026 Town Council Regular Meeting 3

12. TOWN MANAGER FOLLOW-UP AND ANNOUNCEMENTS 13. ADJOURNMENT 14. SUPPLEMENTAL Supplemental Materials Received During the Meeting JUN 24 2026 - Supplemental Documents June 24, 2026 Town Council Regular Meeting 4

A PROCLAMATION DECLARING National Immigrant Heritage Month June 2026 WHEREAS, the United States is a nation of immigrants, who, with great bravery, left their homes, lives and loved ones to seek a better future in the land they had never been to; and WHEREAS, generations of immigrants from every corner of the globe have built our country's economy and created the unique character of our nation; and WHEREAS, immigrants have provided the United States with unique social and cultural influences, fundamentally enriching the extraordinary fabric of our nation; and WHEREAS, immigrants have been tireless leaders not only in securing their own rights and access to equal opportunity, but have also campaigned to create a fairer and more just society for all Americans; and WHEREAS, in 2014, President Barack Obama proclaimed the month of June as National Immigrant Heritage Month to honor and recognize the contributions and diverse cultures of immigrants. THEREFORE, BE IT RESOLVED that the Mayor and Council of the Town of Moraga hereby declare the month of June as Immigrant Heritage Month and we encourage members of the community to learn more about the history of our Nation’s diverse and varied immigrant communities, reflect upon their own immigrant roots, and embrace the diversity that makes the nation stronger. _________________________________ Kerry Hillis, Mayor Town of Moraga 5

A PROCLAMATION COMMEMORATING America's 250th Anniversary and California's 175th Anniversary WHEREAS, on July 4, 2026, the United States of America will commemorate the 250th anniversary of the signing of the Declaration of Independence and the founding of our nation; and WHEREAS, as the United States approaches this historic milestone, California also celebrates 175 years of statehood and reflects on its role in the American story as a place of opportunity, reinvention, discovery, and freedom; and WHEREAS, our nation's founding ideals of equality, unalienable rights, liberty, and the pursuit of happiness have guided generations while calling each generation to more fully realize those principles; and WHEREAS, California's history is rich, diverse, and complex, shaped by Native peoples, immigrants, workers, innovators, artists, entrepreneurs, civic leaders, and communities whose contributions continue to strengthen our state and nation; and WHEREAS, California remains a global leader in culture, education, science, technology, agriculture, environmental stewardship, transportation, creativity, and civic innovation, powered by the diversity, grit, and determination of Californians; and WHEREAS, this milestone provides an opportunity for communities across the nation and throughout California to reflect on our shared history, preserve local stories, encourage civic participation, and renew our commitment to liberty, equality, representative government, and justice for all. NOW, THEREFORE, BE IT RESOLVED that the Town of Moraga hereby proclaims 2026 as the celebration year of America's 250th Anniversary and recognizes California's 175th Anniversary, encouraging all residents to honor our shared past, celebrate the contributions of all who call California home, and recommit ourselves to the principles of liberty and justice for all that continue to guide America, California, and the Town of Moraga. _______________________________ Kerry Hillis, Mayor of Moraga 6

CONSENT CALENDAR: 6A. To: Honorable Mayor and Councilmembers From: Nate Levine, Public Works Director/Town Engineer Subject: Professional Services Agreement with Theis Engineering & Associates Meeting Date: June 24, 2026 TOWN OF MORAGA STAFF REPORT RECOMMENDATION Adopt a Resolution: Authorizing the Town Manager to execute a Professional Services Agreement with Theis Engineering & Associates for consultant engineering services through June 30, 2027, in an amount not to exceed $128,000. BACKGROUND The Public Works Department has had two vacant engineering positions - Senior Engineer and Associate Engineer - since January 2026. In March 2026, the Town conducted a recruitment for the Associate Engineer position. The recruitment produced one applicant, who was not advanced to an interview because the applicant's background and experience did not align with the Town's needs. The Town is currently recruiting again for both positions, with applications scheduled to close on June 28, 2026. Following the application period, the Town will need to review applications, conduct interviews, complete the selection process, and allow time for the selected candidates to begin employment. The timing and outcome of these recruitments are not yet known. In addition to these vacancies, an Engineering Technician will leave Town employment at the end of June 2026. This departure will further reduce available staffing and create an immediate need for temporary professional project management services to maintain progress on active capital projects while the Town continues its recruitment efforts. DISCUSSION Professional CIP project management services are needed to maintain progress on active capital projects during the current staffing shortage. 7

Staff therefore recommends entering into a professional services agreement with Theis Engineering & Associates for temporary professional CIP project management services. The Town has worked with Theis Engineering & Associates (Theis) over the years for project delivery and related professional services. Under the proposed agreement, Theis would assign qualified personnel knowledgeable about the Town's Capital Improvement Program (CIP), active projects, consultants, funding sources, and internal procedures. This arrangement will allow assigned capital projects to continue with limited onboarding during the Department's ongoing recruitments. The Town would identify assigned projects, priorities, schedules, budget parameters, and required deliverables, and Theis would be responsible for managing and supervising its personnel to complete the work. Services would be provided remotely beginning in mid-July 2026. Services may include: • Managing assigned capital projects through planning, design, bidding, construction, and closeout; • Coordinating project schedules, budgets, funding requirements, consultant deliverables, contractors, utilities, and stakeholders; • Reviewing plans, specifications, cost estimates, invoices, pay applications, change orders, and reimbursement requests; • Supporting project accounting, financial tracking, contract administration, and record retention; and • Providing technical and administrative support related to assigned CIP projects, utility coordination, development review, and permit coordination, as requested for project delivery. The proposed billing rate is $115 per hour. Preauthorized overtime would be billed at $160 per hour. These rates would remain valid through June 30, 2027. The proposed not-to-exceed amount of $128,000 is expected to provide approximately six months of professional CIP project management services, including limited overtime and incidental expenses. The agreement would extend through June 30, 2027, providing flexibility to continue the services if needed. Theis could not exceed the initial $128,000 authorization without a future contract amendment and additional approval from the Town Council. The Town may also reduce or terminate the services as permanent positions are filled and staffing levels stabilize. Staff recommends awarding the agreement on a sole-source basis, given the Town's prior experience with Theis Engineering & Associates and the firm's ability to provide professional CIP project management services with knowledge of the Town's projects and procedures. This approach will maintain project continuity while avoiding the delay and duplication associated with transitioning active work to a new consultant. Not proceeding with this agreement would require reprioritizing current projects and delivery schedules. FISCAL IMPACT The agreement has an initial not-to-exceed amount of $128,000. Costs will be funded through salary and benefit savings from vacant Public Works positions and available budgets for the capital projects supported by Theis. Consultant time will be charged to the appropriate operating or CIP budget based on the work performed. No additional appropriation is requested with this action. 8

CEQA COMPLIANCE Approval of a professional services agreement for temporary professional CIP project management services is an organizational and administrative activity of government that will not result in a direct or reasonably foreseeable indirect physical change in the environment and is not a project under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378(b)(5). ALTERNATIVES 1. Approve the agreement with modifications to the term, scope, or not-to-exceed amount. 2. Do not approve the agreement and provide an alternative direction to staff. NEXT STEPS Upon approval, staff will finalize and route the professional services agreement for execution. Professional CIP project management services are anticipated to begin in mid-July 2026. Staff will continue the recruitment processes for Senior Engineer and Associate Engineer positions and will adjust the level of consultant support as positions are filled and operational needs change. ATTACHMENTS Att A - Draft Resolution PSA Award Theis.docx Att B - Draft PSA for Theis Engineering.pdf 9

Attachment A Resolution No. XX-2026 1 June 24, 2026 TOWN OF MORAGA TOWN COUNCIL RESOLUTION NO. XX-2026 AUTHORIZING THE TOWN MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THEIS ENGINEERING & ASSOCIATES FOR PROFESSIONAL CIP PROJECT MANAGEMENT SERVICES THROUGH JUNE 30, 2027, IN AN AMOUNT NOT TO EXCEED $128,000 WHEREAS, the Public Works Department has had vacant Senior Engineer and Associate Engineer positions since January 2026, is actively recruiting to fill both positions, and will lose an Engineering Technician at the end of June 2026; WHEREAS, temporary professional CIP project management services are needed to maintain progress on active capital improvement projects while recruitment efforts continue; WHEREAS, the Town has previously used Theis Engineering & Associates for similar project delivery services, and the firm is able to provide professional CIP project management services with knowledge of Town projects and procedures, allowing assigned project work to continue with minimal transition time; and WHEREAS, the proposed agreement will extend through June 30, 2027, with an initial not- to-exceed amount of $128,000 funded through salary and benefit savings and available capital improvement project budgets. NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of Moraga authorizes the Town Manager to execute a Professional Services Agreement with Theis Engineering & Associates for professional CIP project management services through June 30, 2027, in an amount not to exceed $128,000, in a form approved by the Town Attorney. BE IT FURTHER RESOLVED that the Town Manager is authorized to execute minor amendments and take other actions necessary to administer the agreement, provided that such actions do not increase the authorized not-to-exceed amount or extend the agreement beyond June 30, 2027. 10

-1- Att B - Draft PSA for Theis Engineering PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into as of the 24 day of June, 2026 by and between the TOWN OF MORAGA, hereinafter called the “Town”, and Theis Engineering & Associates, hereinafter called the “Consultant.” Town and Consultant shall be sometimes collectively referred to as “Parties.” Recitals WHEREAS, Town desires to obtain Full-Time Staff Augmentation for project management services in connection with various Capital Improvement Projects; and WHEREAS, Consultant hereby represents and warrants to the Town that Consultant is fully qualified to perform the services described in Section 2 of this Agreement by virtue of specialized experience and training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, Town desires to retain Consultant pursuant to this Agreement to provide the services described in Section 2 of this Agreement. Agreement NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Recitals. The Parties agree that the foregoing recitals are true and correct and are hereby incorporated as terms of the Agreement. 2. Scope of Services. Consultant shall perform the services set out in the “Scope of Work” attached hereto as Exhibit “A”. 3. Time of Performance. The services of the Consultant are to commence no sooner than July 1, 2026, and, subject to Town Council approval, be completed not later than June 30, 2027. Consultant shall perform its services in accordance with the schedule in Exhibit “B.” Any changes to these dates in either this Section 3 or Exhibit “B” must be approved in writing by the Town Manager or its representatives. 4. Compensation and Method of Payment. A. Compensation. The compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules attached hereto as Exhibit “C”. However, in no event shall the amount Town pays Consultant exceed One Hundred and Twenty-Eight Thousand Dollars ($128,000). Payment by Town under this Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were known to the Town at the time of payment. Attachment B 11

-2- Att B - Draft PSA for Theis Engineering B. Timing of Payment. Billing for said services shall be made once at the conclusion of the work and submittal of the records and any appropriate report. Town shall review Consultant’s billing statement and pay Consultant for services rendered within 45 days of receipt of a complete billing statement that meets all requirements of this Agreement. C. Changes in Compensation. Consultant will not undertake any work that will incur costs in excess of the amount set forth in Section 4(A) without prior written amendment to this Agreement. D. Taxes. Consultant shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by Consultant. E. No Overtime or Premium Pay. Consultant shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non-standard business hours, such as in the evenings or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. F. Litigation Support. Consultant agrees to testify at Town’s request if litigation is brought against Town in connection with Consultant’s report. Unless the action is brought by Consultant or is based upon Consultant’s negligence, Town will compensate Consultant for the preparation and the testimony at Consult’s standard hourly rates, if requested by Town and not part of the litigation brought by Town against Consultant. 5. Amendment to Scope of Services. Town shall have the right to amend the Scope of Services within the Agreement attached hereto as Exhibit A, by written notification to the Consultant. In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Failure of the Consultant to secure Town's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether by way of compensation, restitution, quantum meruit, etc. for work done without the appropriate Town authorization. 6. Duties of Town. Town shall provide all information requested by Consultant that is reasonably necessary to performing the Scope of Services. Town retains all rights of approval and discretion with respect to assignment of any projects or undertakings contemplated by this Agreement. 7. Ownership of Documents. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the 12

-3- Att B - Draft PSA for Theis Engineering Consultant under the Agreement shall be vested in the Town, none of which shall be used in any man