City Council

Minutes of the Regular Council Meeting Held March 17, 2026 Mayor Albert Vallecillo called the meeting to order at 6:30 PM Present: Council Members Richard Casavecchia, Jesse Loren, Carol Scianna, Mayor Pro Tem Bill Biasi, Mayor Albert Vallecillo Absent: None Staff: City Manager Jeremy Craig, Contract Building Official Kale Graham, Assistant City Attorney Brian Hughes, Public Works Manager Eric Lucero, Police Chief John Miller, Fire Chief Jack Synder, Deputy City Clerk Zorina Treat. PLEDGE OF ALLEGIANCE Carla Wroten led the Pledge of Allegiance APPROVAL OF THE AGENDA Motion by Council Member Loren, seconded by Council Member Scianna, to approve the agenda as amended, moving Discussion items 5A and 5B before Public Hearings. The motion carried by the following vote: AYES: Council Members Richard Casavecchia, Jesse Loren, Carol Scianna, Mayor Pro Tem Bill Biasi, Mayor Albert Vallecillo NOES: None ABSENT: None SPECIAL PRESENTATIONS 1.A. Rotary Club Presentation Survival Swimming Grant Kelly Villanueva, President of Rotary Club of Winters presented a $1,800 grant to support a survival swimming program for Winters School District kindergarteners. 1.B. Presentation of Winters Police Department 2025 Officer of the Year Police Chief Miller recognized Officer Trinidad Batad as the 2025 Officer of the Year. PUBLIC COMMENT (Items not on the agenda) None

CONSENT CALENDAR 3.A. Resolution Authorizing City Manager to Execute an On-call Agreement for Water- Sewer Technical Review Services with Woodard & Curran 3.B. Easement for PG&E on the Wastewater Treatment Plant North Field (APN 030- 210-014) 3.C. Warrant Register and Payment of Claims for the Month Ending January 31, 2026 3.D. Approve Amendment No. 3 with Kennedy/Jenks Consultants Professional Services Agreement for Chromium 6 Compliance Services for $104,054. 3.E. Task Order #26-01 for the On-call Transportation Engineering Services Contract with Fehr & Peers, not to exceed the amount of $27,000 3.F. Authorized Representative Resolution related to State Water Resources Control Board Financing for Hexavalent Chromium Implementation Plan 3.G. Minutes of the Regular City Council Meeting March 3, 2026 3.H. Affordable Housing Steering Committee Appointment Motion by Council Member Loren, seconded by Council Member Scianna to approve the Consent Calendar as presented. The motion carried by the following vote: AYES: Council Members Richard Casavecchia, Jesse Loren, Carol Scianna, Mayor Pro Tem Bill Biasi, Mayor Albert Vallecillo NOES: None ABSENT: None PUBLIC HEARINGS 4.A. Public Hearing and Adoption of Ordinance 2026-02 Establishing the Winters Downtown Entertainment Zone (Social District) and Approval of Management Plan City Manager Jeremy Craig presented the proposed Downtown Entertainment Zone and Management Plan to allow open-container consumption within a designated downtown area during approved event hours, with discussion focused on district boundaries, residential impacts, trash management, wristbands, and future inclusion of adjacent properties. Public hearing opened at 7:49 p.m. Kate Laddish provided public comment Public hearing closed at 7:52 p.m. Council directed Staff to revise the district boundary to Abbey Street and return to the April 7th Agenda. No action taken.

4.B. Second reading and Adoption of Ordinance 2026-01 amending Chapter 8.12 of the Winters Municipal Code relating to Weed Abatement Fire Chief Jack Snyder presented the updated weed abatement ordinance, noting streamlined requirements, improved adaptability to varying conditions, and ongoing compliance outreach. Public hearing opened at 8:20 p.m. and closed at 8:21 p.m. Motion by Council Member Scianna, seconded by Council Member Casavecchia, to adopt Ordinance 2026-01 amending Chapter 8.12 of the Winters Municipal Code relating to weed abatement. The motion carried by the following vote: AYES: Council Members Richard Casavecchia, Jesse Loren, Carol Scianna, Mayor Pro Tem Bill Biasi, Mayor Albert Vallecillo NOES: None ABSENT: None DISCUSSION 5.A. Senior Center Site Selection and Authorization to Submit CDBG Grant Application City Manager Jeremy Craig introduced the item, after which Public Services Manager Eric Lucero presented a proposal to merge the Senior Center with the existing Community Center to support the CDBG application. The plan focuses on leveraging existing infrastructure while upgrading ADA access, the kitchen, and shared facilities. Karen May and Kate Laddish gave public comment Motion by Council Member Loren, seconded by Council Member Casavecchia, to approve the combined Senior/Community Center project and adopt Resolution 2026-16 for the CDBG grant application and related agreements. The motion carried by the following vote: 5.B. Consideration of a fee waiver for infrastructure construction City Manager Jeremy Craig introduced the item. The developer, Damon Hubbart, ACRE Investment Company provided clarification on the proposed infrastructure improvements and fee waiver to facilitate development of the grocery store site and associated improvements. Kate Laddish provided public comment. CITY MANAGER'S REPORT City Manager Jeremy Craig provided updates on the potential funding coordination with CALTRANS and Congressman Thompson’s office, noting progress. COUNCIL COMMENTS-IDEAS, QUESTIONS, AB1234 REPORTS Verbal updates were provided by Council Members.

Council Member Loren reported on recent Civic Well Policy Maker Conference attendance and shared key takeaways. Mayor Vallecillo was also in attendance. ADJOURNMENT The meeting adjourned at 8:30 PM. Minutes of the REGULAR CITY COUNCIL MEETING Held on March 17, 2026

CITY COUNCIL Albert Vallecillo, Mayor Bill Biasi, Mayor Pro-Tempore Councilmembers: Richard Casavecchia, Jesse Loren, and Carol Scianna REGULAR CITY COUNCIL MEETING City Hall, Council Chamber 318 First Street, Winters, CA 95695 March 17, 2026 6:30 PM Meeting Information Winters City Council meetings are conducted in person at City Hall Council Chambers accessible via the Abbey St. side entrance. As a courtesy, and technology permitting, members of the public may continue to participate virtually. However, the City cannot guarantee that the public’s access to teleconferencing technology will be uninterrupted, and technical difficulties may occur from time to time. Unless required by the Brown Act, City Council meetings will continue despite technical difficulties for participants using the teleconferencing option. Zoom: +16699006833 US Meeting ID: 894 1787 5076 Passcode: 889851 https://us02web.zoom.us/j/89417875076?pwd=f1YIhOJNbiZbZbHXWQbYqI7sNh3S8w.1 If you are joining the meeting via Zoom and wish to make a comment on an item, press the “raise a hand” button. If you are joining the meeting by phone, press *9 to indicate a desire to make a comment. The chair will call you by name or phone number when it is your turn to comment. Speakers will be limited to 3:00 minutes. If you choose not to observe the City Council meeting but wish to make a comment on a specific agenda item, please submit your comment via email by 5:00 p.m. on the Monday prior to the City Council meeting. Please submit your comment to the City Clerk at cityclerk@cityofwinters.org. All public comments submitted to the City Clerk will be summarized and read into record but will not be read verbatim due to time limitations. General Information: If you have questions about this agenda please call the City Clerk’s office at 530-794-6702. View City Council meetings, obtain agendas and agenda packets on the internet: http://www.cityofwinters.org/city-council-meetings. City Council agenda packets and any attachments to the agenda that are not available online may be viewed at the City Clerk's Office at City Hall - 318 First Street. Assistance: In compliance with the Americans with Disabilities Act, if you need special assistance, a disability-related modification or accommodation, agenda materials in an City Council Meeting Agenda Tuesday, March 17, 2026

1. SPECIAL PRESENTATIONS A. Rotary Club Presentation Survival Swimming Grant B. Presentation of Winters Police Department 2025 Officer of the Year 2. PUBLIC COMMENT (Items not on the agenda) This time is reserved for members of the public to address the City Council on items that are not on the Agenda and are within the subject matter jurisdiction of the City Council. Comments are limited to 3 minutes. Comments for items on the Open Session agenda will be taken when the item is called in Open Session. City Council is prohibited by law from taking any action on matters discussed that are not on the agenda, and no adverse conclusions should be drawn if the City Council does not respond to public comment at this time. 3. CONSENT CALENDAR All items listed under the Consent Calendar are considered and acted upon by one Motion. Anyone may request an item be removed for separate consideration. A. Resolution Authorizing City Manager to Execute an On-call Agreement for Water- Sewer Technical Review Services with Woodard & Curran Staff Report - Woodard & Curran On-call Agreement.docx Attachment 1 - Resolution 2026-20 Woodard & Curran Agreement.docx Attachment 2 - Woodard & Curran Agreement.pdf B. Easement for PG&E on the Wastewater Treatment Plant North Field (APN 030-210- 014) Staff Report - PGE Easement.doc Attachment 1 - Resolution 2026-19 PGE Easement.docx C. Warrant Register and Payment of Claims for the Month Ending January 31, 2026 Staff Report - Warrant Register Reports for January 2026.docx Attachment 1 - Affidavit of Administrative Services Director.pdf Attachment 2 - A/P Registers.pdf Attachment 3 - Payroll Registers.pdf D. Approve Amendment No. 3 with Kennedy/Jenks Consultants Professional Services Agreement for Chromium 6 Compliance Services for $104,054. Staff Report - Kennedy Jenks PSA Amendment.docx Attachment 1 - Resolution 2026-18 Kennedy Jenks PSA Amendment.docx alternative format, or auxiliary aids to participate in this meeting, please contact the Office of the City Clerk at 530-794-6702 or cityclerk@cityofwinters.org as soon as possible. Providing at least 72 hours notice will help ensure that reasonable arrangements can be made. ROLL CALL PLEDGE OF ALLEGIANCE APPROVAL OF THE AGENDA The Mayor and Council may change the order of the Agenda or request discussion of a Consent Item. City Council Meeting Agenda Tuesday, March 17, 2026

Attachment 2 - Kennedy Jenks Professional Agreement.pdf E. Task Order #26-01 for the On-call Transportation Engineering Services Contract with Fehr & Peers, not to exceed the amount of $27,000 Staff Report - Fehr & Peers On-call Contract.docx Attachment 1 - Resolution 2026-09 Fehr & Peers On-Call Contract.docx Attachment 2 - Task Order 26-01.pdf F. Authorized Representative Resolution related to State Water Resources Control Board Financing for Hexavalent Chromium Implementation Plan Staff Report - State Water Resources Financial Application .docx Attachment 1 - Resolution 2026-17 State Water Resources Control Board Financing .docx G. Minutes of the Regular City Council Meeting March 3, 2026 City Council Minutes for March 3, 2026 Meeting.docx H. Affordable Housing Steering Committee Appointment Staff Report - Affordable Housing Steering Committee Appointment.doc 4. PUBLIC HEARINGS A. Public Hearing and Adoption of Ordinance 2026-02 Establishing the Winters Downtown Entertainment Zone (Social District) and Approval of Management Plan Staff Report - Winters Downtown Entertainment District.doc Attachment 1 - Entertainment Zone Ordinance Attachment 2 - Management Plan Attachment 3 - District Map B. Second reading and Adoption of Ordinance 2026-01 amending Chapter 8.12 of the Winters Municipal Code relating to Weed Abatement Staff Report - Weed Abatement.docx Attachment 1 - Proposed Ordinance 2026-01 Weed Abatement Amending Chapter 8.12 Code Rewrite.docx Attachment 2 - Weed Abatement Information.pdf Attachment 2, Exhibit A - Weed Abatement Information (Spanish).pdf 5. DISCUSSION A. Senior Center Site Selection and Authorization to Submit CDBG Grant Application Staff Report - Senior Center Site Selection and Grant Authorization.docx Attachment 1 - Public Notice.docx Attachment 2 - Resolution 2026-16 CDBG Funding.docx Attachment 3 - Senior Center Plan East Baker Street.pdf Attachment 4 - Senior Center Plan Community Center Addition.pdf Attachment 5 - Maps of Project Areas.docx B. Consideration of a fee waiver for infrastructure construction City Council Meeting Agenda Tuesday, March 17, 2026

Staff Report - Fee waiver for Infrastructure Construction.doc 6. CITY MANAGER'S REPORT 7. COUNCIL COMMENTS-IDEAS, QUESTIONS, AB1234 REPORTS This item is for information only and is not eligible for action at this time. ADJOURNMENT I declare under penalty of perjury that the foregoing agenda for the regular meeting of the Winters City Council was posted on the public bulletin board at City Hall, 318 First Street and posted to the City of Winters website at cityofwinters.org. Zorina Treat, Deputy City Clerk City Council Meeting Agenda Tuesday, March 17, 2026

CITY COUNCIL Albert Vallecillo, Mayor Bill Biasi, Mayor Pro-Tempore Councilmembers: Richard Casavecchia, Jesse Loren, and Carol Scianna REGULAR CITY COUNCIL MEETING City Hall, Council Chamber 318 First Street, Winters, CA 95695 March 17, 2026 6:30 PM Meeting Information Winters City Council meetings are conducted in person at City Hall Council Chambers accessible via the Abbey St. side entrance. As a courtesy, and technology permitting, members of the public may continue to participate virtually. However, the City cannot guarantee that the public’s access to teleconferencing technology will be uninterrupted, and technical difficulties may occur from time to time. Unless required by the Brown Act, City Council meetings will continue despite technical difficulties for participants using the teleconferencing option. Zoom: +16699006833 US Meeting ID: 894 1787 5076 Passcode: 889851 https://us02web.zoom.us/j/89417875076?pwd=f1YIhOJNbiZbZbHXWQbYqI7sNh3S8w.1 If you are joining the meeting via Zoom and wish to make a comment on an item, press the “raise a hand” button. If you are joining the meeting by phone, press *9 to indicate a desire to make a comment. The chair will call you by name or phone number when it is your turn to comment. Speakers will be limited to 3:00 minutes. If you choose not to observe the City Council meeting but wish to make a comment on a specific agenda item, please submit your comment via email by 5:00 p.m. on the Monday prior to the City Council meeting. Please submit your comment to the City Clerk at cityclerk@cityofwinters.org. All public comments submitted to the City Clerk will be summarized and read into record but will not be read verbatim due to time limitations. General Information: If you have questions about this agenda please call the City Clerk’s office at 530-794-6702. View City Council meetings, obtain agendas and agenda packets on the internet: http://www.cityofwinters.org/city-council-meetings. City Council agenda packets and any attachments to the agenda that are not available online may be viewed at the City Clerk's Office at City Hall - 318 First Street. Assistance: In compliance with the Americans with Disabilities Act, if you need special assistance, a disability-related modification or accommodation, agenda materials in an City Council Meeting Agenda Tuesday, March 17, 2026 1

1. SPECIAL PRESENTATIONS A. Rotary Club Presentation Survival Swimming Grant B. Presentation of Winters Police Department 2025 Officer of the Year 2. PUBLIC COMMENT (Items not on the agenda) This time is reserved for members of the public to address the City Council on items that are not on the Agenda and are within the subject matter jurisdiction of the City Council. Comments are limited to 3 minutes. Comments for items on the Open Session agenda will be taken when the item is called in Open Session. City Council is prohibited by law from taking any action on matters discussed that are not on the agenda, and no adverse conclusions should be drawn if the City Council does not respond to public comment at this time. 3. CONSENT CALENDAR All items listed under the Consent Calendar are considered and acted upon by one Motion. Anyone may request an item be removed for separate consideration. A. Resolution Authorizing City Manager to Execute an On-call Agreement for Water- Sewer Technical Review Services with Woodard & Curran Staff Report - Woodard & Curran On-call Agreement.docx Attachment 1 - Resolution 2026-20 Woodard & Curran Agreement.docx Attachment 2 - Woodard & Curran Agreement.pdf B. Easement for PG&E on the Wastewater Treatment Plant North Field (APN 030-210- 014) Staff Report - PGE Easement.doc Attachment 1 - Resolution 2026-19 PGE Easement.docx C. Warrant Register and Payment of Claims for the Month Ending January 31, 2026 Staff Report - Warrant Register Reports for January 2026.docx Attachment 1 - Affidavit of Administrative Services Director.pdf Attachment 2 - A/P Registers.pdf Attachment 3 - Payroll Registers.pdf D. Approve Amendment No. 3 with Kennedy/Jenks Consultants Professional Services Agreement for Chromium 6 Compliance Services for $104,054. Staff Report - Kennedy Jenks PSA Amendment.docx Attachment 1 - Resolution 2026-18 Kennedy Jenks PSA Amendment.docx alternative format, or auxiliary aids to participate in this meeting, please contact the Office of the City Clerk at 530-794-6702 or cityclerk@cityofwinters.org as soon as possible. Providing at least 72 hours notice will help ensure that reasonable arrangements can be made. ROLL CALL PLEDGE OF ALLEGIANCE APPROVAL OF THE AGENDA The Mayor and Council may change the order of the Agenda or request discussion of a Consent Item. City Council Meeting Agenda Tuesday, March 17, 2026 2

Attachment 2 - Kennedy Jenks Professional Agreement.pdf E. Task Order #26-01 for the On-call Transportation Engineering Services Contract with Fehr & Peers, not to exceed the amount of $27,000 Staff Report - Fehr & Peers On-call Contract.docx Attachment 1 - Resolution 2026-09 Fehr & Peers On-Call Contract.docx Attachment 2 - Task Order 26-01.pdf F. Authorized Representative Resolution related to State Water Resources Control Board Financing for Hexavalent Chromium Implementation Plan Staff Report - State Water Resources Financial Application .docx Attachment 1 - Resolution 2026-17 State Water Resources Control Board Financing .docx G. Minutes of the Regular City Council Meeting March 3, 2026 City Council Minutes for March 3, 2026 Meeting.docx H. Affordable Housing Steering Committee Appointment Staff Report - Affordable Housing Steering Committee Appointment.doc 4. PUBLIC HEARINGS A. Public Hearing and Adoption of Ordinance 2026-02 Establishing the Winters Downtown Entertainment Zone (Social District) and Approval of Management Plan Staff Report - Winters Downtown Entertainment District.doc Attachment 1 - Entertainment Zone Ordinance Attachment 2 - Management Plan Attachment 3 - District Map B. Second reading and Adoption of Ordinance 2026-01 amending Chapter 8.12 of the Winters Municipal Code relating to Weed Abatement Staff Report - Weed Abatement.docx Attachment 1 - Proposed Ordinance 2026-01 Weed Abatement Amending Chapter 8.12 Code Rewrite.docx Attachment 2 - Weed Abatement Information.pdf Attachment 2, Exhibit A - Weed Abatement Information (Spanish).pdf 5. DISCUSSION A. Senior Center Site Selection and Authorization to Submit CDBG Grant Application Staff Report - Senior Center Site Selection and Grant Authorization.docx Attachment 1 - Public Notice.docx Attachment 2 - Resolution 2026-16 CDBG Funding.docx Attachment 3 - Senior Center Plan East Baker Street.pdf Attachment 4 - Senior Center Plan Community Center Addition.pdf Attachment 5 - Maps of Project Areas.docx B. Consideration of a fee waiver for infrastructure construction City Council Meeting Agenda Tuesday, March 17, 2026 3

Staff Report - Fee waiver for Infrastructure Construction.doc 6. CITY MANAGER'S REPORT 7. COUNCIL COMMENTS-IDEAS, QUESTIONS, AB1234 REPORTS This item is for information only and is not eligible for action at this time. ADJOURNMENT I declare under penalty of perjury that the foregoing agenda for the regular meeting of the Winters City Council was posted on the public bulletin board at City Hall, 318 First Street and posted to the City of Winters website at cityofwinters.org. Zorina Treat, Deputy City Clerk City Council Meeting Agenda Tuesday, March 17, 2026 4

CITY COUNCIL STAFF REPORT TO: Honorable Mayor and Councilmembers DATE: March 17, 2026 THROUGH: Jeremy Craig, City Manager FROM: Alan Mitchell, P.E., Contract City Engineer SUBJECT: Resolution Authorizing City Manager to Execute an On-call Agreement for Water-Sewer Technical Review Services with Woodard & Curran RECOMMENDATION: Staff recommends the City Council approve Resolution 2026-20, authorizing the City Manager to execute an On-call Agreement for Water-Sewer Technical Review Services with Woodard & Curran (W&C). BACKGROUND: The City’s General Plan requires that project level engineering studies such as traffic impact studies, water, storm drainage, and wastewater be performed to confirm existing conditions and to identify infrastructure improvements required to maintain the City’s Level of Service (LOS) thresholds and engineering standards for infrastructure for General Plan developments. The city previously had an On-Call Agreement with W&C, which was approved on January 21, 2020. They have been the city’s master planning consultant for water and sewer collection and recently presented an update to the water master plan – groundwater sustainability, overall condition and capacity of the well system, and a drought risk assessment and water shortage contingency plan. Staff continue to receive requests from developers for information pertaining to the Master Plans and water and sewer infrastructure needs as they relate to their specific developments. Also, capacity analysis and technical support are needed as the city moves forward with Chromium 6 (Cr6) implementation plan. 5

2 DISCUSSION: Staff requests to continue the working relationship with W&C for technical review and analysis of the city’s water and sewer collection systems. The Agreement has been updated to comply with current standards, and the City Attorney has reviewed and approved the updated version, which is included as an Attachment. Staff will utilize W&C where staff determines it is appropriate and prudent. The immediate need is for them to update the City’s hydraulic model to incorporate Cr6 phase 1 improvements being implemented, support the city in identifying alternative sources for water supply, and provide an analysis and review of future development, including Winters 183 Specific Plan. The term of the Contract is three (3) years with allowance for a two (2) year extension. As new projects come to the City, W&C will be asked to provide a detailed scope and fee for their review, and a Task Order will be prepared for approval by the city manager. If the fee exceeds the city manager’s authority, then the Task Order will be brought to council. FISCAL IMPACT: The costs associated with the Contract will be funded with project-specific funds. For private development, the developer’s fees cover the cost of analysis and review. ATTACHMENTS: 1. Exhibit A - Resolution No. 2026-20 2. Exhibit B – W&C Contract 6

EXHIBIT A RESOLUTION NO. 2026-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WINTERS AUTHORIZING THE CITY MANAGER TO EXECUTE AN ON-CALL AGREEMENT FOR WATER-SEWER TECHNICAL REVIEW SERVICES WITH WOODARD & CURRAN WHEREAS the City’s General Plan requires that project level engineering studies for water and wastewater be performed to confirm existing capacity and to identify infrastructure improvements required; and WHEREAS in 2020, the City executed a contract with Woodard & Curran (W&C) for on-call water and sewer technical review services; and WHEREAS over the term of the Agreement, W&C provided analysis for development projects, including Walnut 10 and Farmstead, prepared technical reports for groundwater sustainability, overall condition and capacity of the well system, a drought risk assessment, and water shortage contingency plan, and they maintain the city’s water and sewer collection models; and WHEREAS city staff desire to continue the working relationship with W&C under a new On-Call Services Agreement; and WHEREAS the Agreement has been updated to comply with current standards, and the City Attorney has reviewed and approved the updated version; and WHEREAS, as new projects are assigned to W&C, they will be asked to provide a detailed scope and fee, and a Task Order will be prepared for approval by the city manager or council. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Winters authorizes the City Manager to execute a contract with Woodard & Curran (W&C) for on-call water and sewer technical review services. PASSED AND ADOPTED by the City Council of the City of Winters, on this 17th day of March 2026, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Albert Vallecillo, Mayor Jeremy Craig, City Clerk 7

82573.00047\44647899.1 82573.00000\44681729.1 CITY OF WINTERS ON-CALL WATER-SEWER TECHNICAL REVIEW SERVICES AGREEMENT This Agreement is made and entered into as of 17th day of March, 2026 (“Effective Date”) by and between the City of Winters, a public agency organized and operating under the laws of the State of California with its principal place of business at 318 First Street, Winters, CA 95694 (“City”), and Woodard & Curran, Inc., a California Corporation with an office located at 801 T Street, Sacramento, CA 95811 (hereinafter referred to as “Consultant” or “Designer”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for on-call water and sewer systems engineering and consulting services for various projects. The Scope of Services Consultant may provide from time to time are generally described in Exhibit “A” (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. In compliance with all terms and conditions of this Agreement, Consultant may be requested to perform the professional services set forth in the Scope of Services generally described in Exhibit “A,” which is attached hereto and is incorporated herein by reference (hereinafter referred to as the “Services” or “Work”). Consultant desires to perform and assume responsibility for the provision of certain water and sewer system engineering and consulting services required by City on an on-call basis and the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the City and Consultant (“Task Order”). Consultant represents that it is experienced in providing water and sewer system engineering and consulting services to public clients, is licensed in the State of California, and is reasonably familiar with the plans of City. Consultant will perform the Services and shall not subcontract any portion of the Work or Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2. Project. City desires to engage Consultant to render water and sewer system engineering and consulting services as set forth in this Agreement on an on-call, as-needed basis. Services shall additionally be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein (each such project shall be designated a “Project” under this EXHIBIT B 8

82573.00047\44647899.1 82573.00000\44681729.1 Agreement). Consultant, in performing the Services, promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Services and advice necessary for the Project. The Services to be provided are generally described in Exhibit “A” and shall be more particularly described in the individual Task Orders issued by the City. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3. Compensation. a. Subject to paragraph 3(b) below, the City shall pay for such Services in accordance with the Schedule of Charges set forth in Exhibit “C” and in accordance with an applicable Task Order. b. In no event shall the total amount paid for Services rendered by Consultant under this Agreement exceed the sum of Two-Hundred-Thousand Dollars ($200,000). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Consultant will invoice City on a monthly cycle for services performed in the previous month. Periodic payments shall be made within 30 days of receipt of Consultant’s monthly invoice which includes a reasonably detailed description of the Work performed during the previous month and a detailed progress report that indicates the amount of budget spent on each task. Payments to Consultant for Work performed will be made on a monthly billing basis. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Three Year term. The term of this Agreement shall be from the Effective Date to three years after the Effective Date, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement up to two additional hyears, if necessary to complete the Project. Consultant shall perform its Services in a prompt and timely manner within the term of this Agreement and an applicable Task Order and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and 9

82573.00047\44647899.1 82573.00000\44681729.1 other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall use reasonable care to comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government that are then in effect at the time of Consultant’s performance of its Services under this Agreement, including Cal/OSHA requirements. b. If required by applicable law, Consultant shall assist the City, as reasonably requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies that are typically and customarily obtained and maintained by consultants providing similar services to that of Consultant under this Agreement or an applicable Task Order. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled negligently caused by the Consultant’s Services or operations performed under this Agreement. 8. Standard of Care Consultant’s Services will be performed in accordance with the professional skill, care, and diligence ordinarily exercised by professionals performing similar services in the same or similar locale and under the same or similar circumstances to that of Consultant under this Agreement or an applicable Task Order. Consultant will perform its Services as expeditiously as is consistent with such professional skill and care and the orderly progress of the project. 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of Services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The Work to be performed shall be in accordance with the Work described in this Agreement, subject to such directions and amendments from City as herein provided. 10

82573.00047\44647899.1 82573.00000\44681729.1 11. Insurance. Consultant shall not commence Work for the City until it has provided evidence reasonably satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence Work on any subcontract until it has secured all applicable insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all Work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies reasonably acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement pursuant to standard ISO policy form CG 00 01 language (8) Property Damage (9) Independent Contractors Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 and 20 37, or endorsements providing substantially similar coverage with prior notice given and coverage agreed to by City. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the Work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies reasonably acceptable to the City. 11

82573.00047\44647899.1 82573.00000\44681729.1 (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Of