Roseville City Council
June 5, 2024

REQUEST FOR PROPOSALS
Payment Gateway and Processor Services
RFP #07-099

DUE: March 6, 2024

3:00 PM

Deliver to:

City of Roseville
Attn: City Clerk Department
311 Vernon Street
Roseville, CA 95678

OR

Email: [email protected]

CITY OF ROSEVILLE

NOTICE FOR PROPOSALS
Payment Gateway and Processor Services

NOTICE IS HEREBY GIVEN that proposals for Payment Gateway and Processor Project will be received by the City of Roseville. Proposals will be accepted ONLY at the office of the City Clerk, Civic Center, 311 Vernon Street, Roseville, CA, 95678, or submitted via electronic mail to [email protected] until 3:00 p.m., Wednesday,

March 6, 2024. Said proposals will be evaluated and results will be made public after completion of the negotiation process with the selected consultant. The City reserves the right to reject any or all proposals and to waive any informalities or irregularities in any proposal or in the proposal process.

2/12/2024 Kerri Crosby
Date Sr. Utility Billing Analyst

IMPORTANT!!!

The City is not responsible for misdelivered proposals, and the Proposer is strictly liable for its chosen method of delivery. It is the Proposer’s sole responsibility to make sure that proposals arrive at the proper location. Any proposal which does not actually arrive in the City Clerk’s Office by the RFP due date and time will be rejected as non-responsive, even if properly addressed or delivered to another City Department.

Your proposal MUST be addressed and delivered as
follows:

City of Roseville
Attn: City Clerk Department
311 Vernon Street
Roseville, CA 95678

OR Email: [email protected]
Note: Email submissions are limited to 25 megabytes.

The Proposer is also directed to include the attached “Sealed Proposal” label on the outside of the package or envelope so that it is visible when delivered to the City.

RFP 07-099
Payment Gateway and Processor Services

TABLE OF CONTENTS

SECTION Page

1.0 INTRODUCTION 5

2.0 TENTATIVE PROJECT SCHEDULE 6

3.0 SCOPE OF SERVICES 7

4.0 ASSURANCE OF DESIGNATED PROJECT TEAM 12

5.0 PROPOSAL FORMAT REQUIREMENTS 13

6.0 SUBMITTAL INSTRUCTIONS 16

7.0 EVALUATION CRITERIA 17

8.0 SELECTION PROCESS 17

9.0 GENERAL TERMS AND CONDITIONS 18

10.0 ATTACHMENTS
PROPOSER’S CERTIFICATION 24
NON-COLLUSION DECLARATION 25
SAMPLE CONTRACT 26

1.0 INTRODUCTION

The City of Roseville Utility Billing (hereinafter “City”), is soliciting proposals for Payment Gateway and Processor Services. This will be a competitive negotiation process. Qualified individuals, firms, contractors, consultants or entities (hereinafter “Consultant(s)” or “Proposer(s)”), that meet the requirements set forth in this Request for Proposals (hereinafter “RFP”), and are capable of providing the services requested are encouraged to participate.

1.1 BACKGROUND
The City is interested in securing services for payment gateway and processing for online, phone and mobile application payments for electric, water, sewer, refuse and other utility charges. The City is seeking comprehensive proposals from the recipient of this RFP that has demonstrated the capability to satisfy the specific requirements for the City’s online, phone, and mobile application payments. This RFP provides information on the City’s billing system, Cayenta, a division of N. Harris Computer Corporation, and interactive voice response (IVR)system.

1.2 CITY OVERVIEW
The City of Roseville is an incorporated city with a population of more than 150,000 residents, located in Placer County off of Interstate 80, approximately 16 miles northeast of Sacramento, California. The City of Roseville is a Charter city operating under the City Council/City Manager form of government.

1.3 PROPOSAL SUBMITTAL
RFP proposal submittals may be delivered to the Office of the City Clerk, Civic Center, 311 Vernon St., Roseville, CA 95678 via common carrier, hand delivered, or submitted via electronic mail to [email protected] by the specified proposal due date and time. Complete and attach the “Sealed Proposal” label to the outside of the proposal packaging if delivering or hand carrying a hard copy of the proposal, so it is visible to the City Clerk. If submitting a proposal via electronic mail, then include the RFP title and RFP number in the subject line of the email.

1.4 CALIFORNIA SECRETARY OF STATE REGISTRATION
The City requires all corporations, limited liability companies and limited partnerships to be registered to do business in the State of California. On a separate sheet of paper, please include a screenshot of your “ACTIVE” status with your proposal submittal, which can be obtained by accessing this link: https://bizfileonline.sos.ca.gov/search/business. All proposers must be registered with the Secretary of State or have a valid exemption by the time of award.

1.5 INSTRUCTIONS

This RFP includes a description of the scope of services, proposal requirements, and instructions for submitting your proposal. Failure to follow these instructions may result in rejection of your proposal.

No oral representations or interpretations will be made to any proposer as to the meaning of this RFP.

Direct all inquiries regarding this RFP in writing Kerri Crosby by accessing the RFP from the City’s website at: https://www.roseville.ca.us/business/procurement_services/bids_rfps by no later than 4:00pm on February 21, 2024.

Do not contact other individuals or City departments in this regard. Information provided by anyone other than the above contact may be invalid, and proposals which are submitted in accordance with such information may be declared non-responsive.

In the event that it becomes necessary to revise any part of this RFP, written addenda will be issued. Any amendment to this RFP is valid only if it is in writing and issued by the City department issuing the RFP. No oral interpretations or answers shall bind the City unless confirmed by the City in writing.

All addenda for this RFP will be distributed through PublicPurchase.com to proposers who have registered with PublicPurchase.com and who have downloaded the RFP. Additionally, the Notice of Intent to Award will be posted on PublicPurchase.com. It is the proposer’s sole responsibility to monitor PublicPurchase.com for possible addenda to this RFP and for the Notice of Intent to Award. Failure of proposer to retrieve addenda or the Notice of Intent to Award from PublicPurchase.com shall not relieve him/her of the requirements contained therein or the timelines associated therewith. Additionally, failure of proposer to return a signed addendum, when required, may be cause for rejection of his/her proposal.

2.0 TENTATIVE SCHEDULE
The following represents the tentative schedule for this RFP. Changes to the deadline for Final Questions, or Proposal Submission Deadline will be advertised in the form of an addendum to this RFP. The schedule for the evaluation process and other future dates may be adjusted without notice.

RFP Released by the City……………………………… February 12, 2024
Deadline for Final Questions…………………………. February 21, 2024 City Responses to Written Questions………………….. February 26, 2024 Proposal Submission Deadline………………………… March 6, 2024
Consultant Interviews as needed………………………. March 20, 2024 Contract Negotiations………………………………… TBD
Contract Approval by City Council……………………. TBD

3.0 SCOPE OF SERVICES

Please describe your ability to meet each of the requirements below in order to support the scope of services. Consultants must be able to meet all requirements in sections 3.1, 3.2, and 3.4 to be considered.

3.1 General Requirements – Required

1 . Ability to view payment history
2 . Make one-time payments with or without creating an account 3 . Maintain a digital wallet of payment methods
4 . Make payments via credit/debit card, eCheck and alternate payment platforms such as Apple Pay, Google Pay and Venmo
5 . Make payments via a secure, PCI-DSS compliant payment processor 6 . Send notifications of bills coming due and payments processed via email or text message
7 . Enroll in paperless billing
8 . Setup recurring credit card or eCheck payments for future bills 9 . Integrate seamlessly with Cayenta, through a real-time interface to update balances and payments

3.2 Detailed Requirements – Required

1 . The Consultant will fully deliver and integrate a PGPPS for the City’s utility billing system, Cayenta. The Consultant will bear primary responsibility for PGPPS performance, quality, and functionality.
2 . The Consultant will implement PGPPS by adapting a commercial software payment solution whose functionality and technical reliability has been proven to work in other Cayenta, and Harris Gateway systems.
3 . All data communications should be encrypted.
4 . All data stored in the cloud should be encrypted at rest and located in the continental U.S.
5 . No credit card information is to be stored on City servers. 6 . Gateway and processor must be PCI DSS compliant and validated by a third-party and utilize a tokenization platform capable of tokenize PANs at the point of customer interaction.
7 . Provide a real-time portal to view, maintain and cancel payments. 8 . Accommodate both absorbed and convenience/service fee models. 9 . Gateway and processor must be available 99.99% of the time. 1 0 . Billing and customer data must be restored and fully operational within 24 hours of a catastrophic failure of payment gateway system.

1 1 . Consultant will provide an easy-to-use administrative tool to allow City staff to manage customer accounts and monitor payment activity.
1 2 . Ability to perform voids (within the same business day) and credits for credit card and ACH payment made on-line, or over the IVR.
1 3 . The Consultant must provide daily batch close reports, daily management reports, ACH rejects, file processing notifications. ACH Reject Notifications, paperless customer email bounce reports, and customer request system notifications to multiple staff members via email.
1 4 . Ability to accept payments beyond the due date when applicable with balances automatically updated daily with no intervention from City staff. 1 5 . Allow multiple bills to be paid with a single transaction. 1 6 . Allow multiple payment types from customer for the same bill. 1 7 . Allow partial payments and/or over payments if selected by the City for specific bill types.
1 8 . The administration application must include permissions management and accommodate multiple administrative levels which can be assigned to allow different functionality base on staff position requirements. 1 9 . Password for administrative application must be at least eight characters. 2 0 . The administration application (portal) must use multi-factor authentication; please provide information on any two factor authentication options you offer; email, txt msg, or authenticator app (preferred).
2 1 . Consultant will provide the ability for the City to create a maintenance window for a specific duration at a specified time. Describe any capability to schedule a maintenance window for a future date/time and duration, as well as the process for holding any payments in a queue to be processed/sent to the CIS, once the maintenance window is complete.
2 2 . Payment history should include all types of payments made through the payment gateway.
2 3 . Describe in detail how security is handled for information shared between the Consultant and the City via email or online.
2 4 . The Consultant must allow site visits by City personnel. 2 5 . The Consultant must provide necessary security to protect the City’s data from unauthorized access. Please provide details about the security measures that are in place. Include procedures for ensuring that only authorized persons are admitted to the production floor.
2 6 . CSR’s will have access to an email control console to 1) see a history of sent emails or text messages and 2) allow manual resend of any sent email or text message.
2 7 . CSR’s must be able to lookup a customer by at least: first name, last name, account number, login ID, email address.
2 8 . CSR’s can change a billing message on the main page of the payment gateway.

2 9 . Payment site must be optimized for desktop, tablet and mobile devices (responsive design).
3 0 . Browser compatibility: Chrome, Safari, Android, Firefox, and Edge. 3 1 . OS compatibility: Windows, Mac and Linux.
3 2 . No pop-up windows in the payment process.
3 3 . Single sign-on from the City’s customer self-service site for customers. 3 4 . Customers can pay for multiple accounts with a single check-out. 3 5 . Customer one-time payment with 1) account number, 2) email address only. 3 6 . Users can request a password reset: email is sent with a temporary password.

Customer will create a new password on first login.
3 7 . Customers can store payment information in the gateway for recurring use. 3 8 . CAPTCHA security codes must be easy to read and must meet accessibility requirements.
3 9 . Payment gateway must be Web Content Accessibility Guidelines (WCAG) 2.0 compliant.
4 0 . Easy transition (single link) from the customer self-service site to the gateway and back.
4 1 . City staff must be able to use City artwork to create a customized interface that mimics the city website.
4 2 . Payment system must utilize HTTPS and redirect to HTTPS if HTTP is chosen. 4 3 . Allow customers to schedule payments, enroll in automatic payments, elect paperless billing and elect for pay-by-text and text message notifications using online self-service all within the same payment system. 4 4 . Confirmation of scheduled or cancelled payments, paperless registration or cancellation, automatic payment registration or cancellation, and pay-by-text registration or cancellation, must be displayed online at conclusion of the request and customer must receive email or text confirmation of changes within 2 minutes of completion.
4 5 . Payment confirmation must be displayed online at conclusion of payment transaction and allow for a printable receipt, and customers must also receive a “Thank you for your payment” email confirmation or text message within 2 minutes of authorization.
4 6 . Service should notify customers to update their credit card information 60 days prior to their credit card expiration date and again at 30 days prior to expiration if the customer has not updated the information.
4 7 . Payment gateway should be available in English and Spanish. 4 8 . City staff will receive email notifications if there are any disabled/incorrect email addresses used in the delivery of bills or emails. 4 9 . Link in the notification email brings customer directly to the payment page on the site after login.

5 0 . Ability for City staff to setup numerous email and text message notifications, such as upcoming payment due (bill ready to pay), invoice payment receipt, upcoming auto payment, failed auto payment, failed scheduled payments, registration confirmation, auto payment registration, paperless registration, late fee invoice notice, ACH rejects credit card expiration, scheduled payment reminder, auto-payment reminder, flex-pay schedule and customer registration. 5 1 . Email notifications must be customizable and allow targeted messages with links to inserts, banners or news announcements. The service must accommodate different email notification messages for each bill type. 5 2 . Ability to process transactions automatically each night through the auto-close process.
5 3 . Provide audit trails to track customer/CSR/administrative activities including registration and termination of autopay, paperless, and pay-by-text, edits to payment methods, successful and failed authentications, impersonate customer account. Also, capability to download or forward (preferred) this audit trail on an standard syslog format that can be ingested by a SIEM (Security Information and Event Management System). All audit trails must not contain any sensitive information (passwords, PII, PCI).
5 4 . Real-time integration with utility billing software and customer self-service. 5 5 . Real-time integration with IVR payment systems.
5 6 . Persistent payment confirmation: payments are not dropped because of temporary network outages and are transmitted to utility billing system after outage is over until confirmation from CIS is received. 5 7 . Customer payment portal must be customizable to match the city website look and feel.
5 8 . Reports must have export to CSV, XLS and/or XLSX. 5 9 . Provide means in which city staff can authenticate into a secure administration application to create reports and/or excel spreadsheets showing daily, monthly, or date range activity for payments, scheduled payments, upcoming auto- payments, registrations, paperless sign ups, auto-pay enrollments, pay-by-text enrollments, and ACH/EFT rejects.
6 0 . Ability to provide daily and monthly Summary and Detail Analysis Reporting of customer payments activity.
6 1 . Ability to provide reconciliation reporting for daily deposits and batches, segmented by bill type.
6 2 . Fees incurred by City are separate from revenue collected by the City on all financial reports.
6 3 . Consultant can transition of City’s customers currently signed up for automatic recurring payments to their system, supplying the proper layout and relevant information that is needed for the conversion, should the City decide to do so. 6 4 . No additional costs for updates, upgrades, or enhancements to the system.

6 5 . The Consultant must notify the City of all updates, upgrades or enhancements via email.
6 6 . Training must be provided to instruct City staff how to use the system and ongoing training must be available.
6 7 . User guides will be provided by Consultant for product use.

3.3 Detailed Requirements – Highly Desired

1 . CSR’s must have the ability to impersonate a customer account in order to mimic the payment view the customer is seeing.
2 . Customer payment system must be easy to use, have no more than 4 steps in the payment process, have intuitive navigation, and have an indicator to let the customer know what step they are in the process.
3 . Once a customer has registered, he/she should be able to login into his/her account using their email address/ user ID and password. The service should show multiple billing accounts to customers who register for different bill types with the same email/user ID and password.
4 . POS (Point of Sale) integration option is available. 5 . Clearly show any convenience fees before the payer begins the payment process, and re-display throughout the process.
6 . Reports have search function per column.
7 . Reports have filter function per column.
8 . Reports have a sort function per column.
9 . Consultant provides online customer support ticketing system.

3.4 Customer Support and Disaster Recovery Requirements - Required

1 . Customer Support
a. The selected Consultant will be expected to accept payments and participate in testing prior to implementation.
b. The selected Consultant will provide and maintain a test environment, available to the City at all times, for testing and training purposes. c. The Consultant must provide unlimited customer support during the hours of 7:00 am – 6:00 pm PST.
d. Consultant will provide access to a fully functioning helpdesk ticketing system 24x7.
e. Routine technical support must be available during business hours. f. Describe the trouble management process functions, including: problem reporting, assignment, escalation, resolution.
g. Provide procedures for after-hours support.
h. Provide a list of company holidays.
i. Provide contact points for customer service.

2 . Disaster Recovery
a. The Consultant must have a disaster recovery facility if the main facility becomes inoperable. Provide locations and information about these facilities.
b. Provide a summary of the disaster recovery plan, including the amount of time needed to move processing to another facility.
c. Provide the following information about previous unplanned outages:
i. How often do unplanned outages (2 hours or more) occur? ii. What is the average “down time” for these outages?

3.5 Requirements: Multiyear Agreements

The initial contract will be 3 years from date of the signed award. The City reserves the right to renew the contract for 2 additional years, one year at a time at its sole discretion.

The Consultant receiving the contract award for the initial contract will retain that contract award throughout the life of the contract, including the optional renewal years.

The initial contract will be awarded based on the prices determined through the initial contract negotiation process. Sixty days prior to the expiration date of the current contract, the City is willing to re-negotiate out-year pricing (increases and/or decreases) based on market fluctuations. The pricing for each renewal year will be evaluated based on what the City deems to be fair and reasonable pricing. Any requests made by the Consultant for a price increase must be fully documented utilizing an appropriate Consumer or Producer Price Index or other relevant market data to justify a price change. In its request for price increases Consultant shall cite sources, specific conditions, and document how those conditions affect the cost. The City of Roseville is also willing to re-negotiate pricing if it is affected by catastrophic circumstances (example: unforeseen national/world crisis or acts of God).

Price adjustments will not be automatic. They must be mutually agreed upon by both the City and the Consultant. The City will review the proposed pricing and determine if it is allowable, fair, reasonable, and in the best interest of the City to extend the agreement.

4.0 ASSURANCE OF DESIGNATED PROJECT TEAM

Proposer shall assure that the designated project team, including sub-consultants or sub- contractors (if any), is used for this project. Departure or reassignment of, or substitution for, any member of the designated project team, sub-consultant(s) or sub-contractor(s) shall not be made without the prior written approval of the City.

Commented [SD1]: InvoiceCloud Requested Exception:

InvoiceCloud would prefer a 5-year initial term, with the 5 years being measured from the Go Live Date (i.e., the date on which Roseville’s payers are first able to make payments to Roseville using the InvoiceCloud portal in a live
production environment). InvoiceCloud would also prefer for the contract to automatically renew for additional successive 3-year terms therafter.

Commented [SD2]: InvoiceCloud Requested Exception:

InvoiceCloud requests that it retain the right to raise its fees in 3 scenarios:

(1) InvoiceCloud requests the right to increase its fees once per year at its discretion for any reason. This discretionary price increase would be capped at the greater of 5% or CPI, and such price increase could not be applied during the first year of the contract. This increase would require 30 days' written notice to the customer.

(2) If InvoiceCloud incurs increased costs due to an increase in network fees charged by card processors, InvoiceCloud requests to reserve the right to pass these increased network fees on to the customer. For example, if InvoiceCloud incurs a cost increase because Visa raises its rates, InvoiceCloud could pass through the increased Visa rate to the customer by raising its own fees commensurately. This increase would require 30 days' written notice to the customer but could be applied at any time after a network fee increase occurs.

However, this increase would only be applicable to the
extent that the increased network fees are borne by Invoice Cloud.

(3) On InvoiceCloud’s Biller Order Form, the customer
specifies their average credit card transaction amount. If the actual average credit card transaction amount processed by InvoiceCloud exceeds 110% of that amount specified on the Biller Order Form for 3 straight months, then InvoiceCloud requests to reserve the right to pass through any network fee increases it incurs as a result of the higher credit card transaction amounts being processed. This increase would require 30 days' written notice to the customer but could be applied at any time after a network fee increase occurs.

However, this increase would only be applicable to the
extent that InvoiceCloud actually incurs an increase in network fees and the increased network fees are borne by InvoiceCloud.

5.0 PROPOSAL FORMAT REQUIREMENTS

Each response to this RFP shall include the information described in this section. Provide the information in the specified order. Failure to include all of the information specified may be cause for rejection. Additional information may be provided, but should be succinct and relevant to the goals of this RFP. Any additional information that a proposing Consultant wishes to include that is not specifically requested should be included in an appendix to the proposal.

Consultants are encouraged to keep the proposals brief and to the point, but sufficiently detailed to allow evaluation of the project approach. Excessive information will not be considered favorably. Unauthorized conditions, omissions, limitations or provisions attached to a proposal will render the proposal non-responsive and may cause its rejection.

Proposers are warned against making erasures or alterations of any kind, without initialing each and every such change. Proposals that contain erasures or irregularities of any kind, without such initialing, or omissions, may be rejected.

If provided via regular mail, the proposal should be bound or contained in a loose-leaf binder. Document pages shall be 8-1/2 inches by 11 inches in size or folded to such a size.

Use section dividers, tabbed in accordance with this section as specified below.

5.1 Cover Letter with the following information:
 Title of this RFP
 Name and Mailing Address of Firm (include physical location if mailing address is a PO Box)
 Contact Person, Telephone Number, Fax Number, and Email Address  A statement that the submitting Consultant will perform the services and adhere to the requirements described in this RFP, including any addenda (reference the addenda by date and/or number).

5.2 Signature Requirements - The attached Proposer’s Certification (Attachment A) shall be executed by an official(s) legally authorized to bind the Consultant which states that the proposal is valid for ninety (90) days. Include the executed copy of the Proposer’s Certification under Tab G. Note: This is ninety (90) days following the closing date for the receipt of all proposals.

 Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the Attorney-in-Fact. If signed by the Attorney-in-Fact, there shall be attached to the proposal a Power-of-Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all partners of the firm.
 Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon and the actual signature of the authorized officer of the

corporation written (not typed) below the corporate name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer.
 Proposals which are submitted on behalf of a Limited Liability Company (“LLC”) shall be signed by the person or persons authorized to bind the LLC under the LLC’s articles of organization.
 Proposals which are submitted by an Individual Doing Business under a firm name (“dba”) shall be signed in the name of the individual doing business under the proper firm name and style.

5.3 TAB A: Firm’s Qualifications – Describe your firm and provide a statement of your firm's qualifications for performing the requested services. Identify the services which would be completed by your firm's staff and those that would be provided by sub- consultants or sub-contractors, if any. Identify any sub-consultants or sub-contractors you propose to utilize to supplement your firm’s staff. Include the firm’s organizational chart, including its constituent parts, and size variation of staffing levels in the past five (5) years.

5.4 TAB B: Experience and References – Provide a summary of your firm’s experience in providing these or similar services. Provide a minimum of three (3) references for projects or services similar in nature and scope that your firm’s team members have completed in the last five (5) years. Include brief descriptions of the projects, dates, client names and contact persons’ names, addresses and telephone numbers. Public sector references are preferred.

5.5 TAB C: Qualifications of Team – Provide a brief summary of the role, qualifications and experience of each team member and designated project manager/lead assigned to this project, including length of service with the firm and the qualifications/experience of any sub-consultant or sub-contractor staff on your project team. A project team organizational diagram and brief resume of each team member and the designated project manager/lead for each applicable category shall be included. The geographic location of the firm and key personnel shall also be identified. Any proposed sub- consultants or sub-contractors shall be listed. Include sub-consultant’s and sub- contractor’s assigned task(s) and experience. Full resumes may be included in the appendix.

5.6 TAB D: Project Understanding – Based on the available information, supplemental research, field observations, and experience with similar projects, provide a narrative describing your understanding of the services requested in this RFP, your general approach and any major challenges to achieving the City’s stated goals. Include any issues that you believe will require special consideration for this project. Also identify any unique approaches or strengths that your firm may have related to this project. City staff will assess your understanding of all aspects of the project based on the overview.

5.7 TAB E: Project Plan – Provide a detailed discussion of your firm’s approach to the successful implementation of this project. Include thorough discussions of methodologies you believe are essential to accomplishing this project. Include a proposed work schedule to accomplish all of the required tasks within the desired timeline. Include any recommended additions to the requirements. Identify the staff who would be assigned to each task, including sub-consultants and sub-contractors.

List any necessary equipment, training or installation services required.

5.8 TAB F: Cost Proposal – Provide a total cost proposal for all products and services to be delivered/offered, and a breakdown of costs delineated by tasks as described in your project plan. Include a schedule of hourly rates for all proposed staff and the amount of time each person will be devoted to this project. Include ongoing maintenance costs.

Define any reimbursable expenses requested to be paid by the City. Describe how the cost of the proposal could be reduced if necessary. Identify the task that would be eliminated, changed or scaled back.

5.9 TAB G: Required Statements/Documents – Include statements of assurance regarding the following requirements in the proposal:
 Non-substitution for the designated members of the team without approval by City staff (Section 5.0)
 The absence of a conflict of interest (Section 10.4)
 Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained in the sample contract (Section 10.7). (Please note that actual certificates of insurance are not required as part of your submittal.)  A statement that nothing contained in the submitted proposal will be proprietary. (Section 10.21)
Submit following documents with proposal:
 Executed copy of Proposer’s Certification (Attachment A)

5.10 TAB H: Exceptions – Describe any and all proposed exceptions, alterations or amendments to the Scope of Services or other requirements of this RFP, including the Sample Contract (Attachment B). The nature and scope of your proposed exceptions may negatively affect the evaluation of your submittal and the City’s determination of whether it is possible to successfully negotiate a contract with your firm.

5.11 TAB I: Competency of Proposers – The City wants to ensure that the successful Consultants has the necessary facilities, ability, experience, and financial resources to provide the services specified herein in a satisfactory and timely manner. Please list and explain any pending bankruptcies, liens, stop payment notices, judgments, lawsuits, foreclosures, and any similar actions filed or resolved in the past seven (7) years. Please indicate whether a client has ever terminated a contract with your firm for breach, and if so, please explain.

6.0 SUBMITTAL INSTRUCTIONS

6.1 Your submittal package shall include the following:
 One (1) original andfour (4) printed copies of your proposal; and  One (1) electronic copy of your proposal in PDF format on CD, flash drive or other electronic media

OR
If submitting your proposal via electronic mail, then send one (1) copy of the proposal to [email protected]. The file size limit is 25 megabytes.

6.2 Proposals shall be submitted not later than the time and date indicated on the cover page of this RFP. If mailing the proposal, then it shall be submitted in a sealed envelope or container and clearly marked with the RFP title on the outside of the parcel. Complete and attach the “Sealed Proposal” label to the outside of the envelope or package containing your proposal.

6.3 Proposals shall be delivered to:

City of Roseville
Attn: City Clerk
Department 311
Vernon Street
Roseville, CA 95678

Or electronically mailed to: [email protected]

6.4 The City shall not be responsible for proposals delivered to a person or location other than that specified herein.

6.5 Postmarks will not be accepted, and proposals received after the deadline date and time will not be accepted or considered. No exceptions.

6.6 The City reserves the right to waive minor defects and/or irregularities in proposals and shall be the sole judge of the materiality of any such defect or irregularity.

6.7 All costs associated with proposal preparation shall be borne by theproposer.

7.0 EVALUATION CRITERIA

The following evaluation criteria and rating schedule will be used to determine the most highly qualified firm(s).

Evaluation Criteria
A. Experience and qualifications of firm and proposed staff/sub- consultants/sub-contractors
(per Sections 5.3 - 5.5)

25 B. Understanding of the Project – Proposed Project Plan (per Section 5.6 – 5.7)

25 C. Proposed Cost *
(per Section 5.8) 25
D. Ability to meet the requirements
(per Section 3) 25
Total Possible Points 100

8.0 SELECTION PROCESS

8.1 Award of the RFP shall be made to the responsible proposer whose proposal is determined, through a formal evaluation panel process, to be the most advantageous to the City after the evaluation panel has taken into consideration the evaluation factors set forth in the RFP. A master score sheet shall be created based on the evaluation panel’s initial evaluation. Proposals shall be scored according to the criteria stated in the RFP.

8.2 Proposals submitted will be reviewed by a selection committee. Contractors that have submitted the best and most complete proposals may be invited to an interview. The number of Contractors invited to an interview may vary depending upon the number of proposals submitted.

8.3 Should the City elect to conduct interviews with any proposers, the following criteria shall be considered, and each proposer ranked by the evaluation panel during the interview process: a) Quality of presentation, b) Ability to meet the City’s business goals, c) Communication style.

8.4 The City reserves the right to make a selection after review of the proposals without oral interviews; therefore, the proposal should be submitted initially on the most favorable terms that the Contractor might propose.

8.5 A contract will be negotiated with the Contractor considered best meeting the City’s need for this project. In the event a mutually satisfactory contract cannot be negotiated with the City’s first choice, negotiations may be terminated and commenced with the Contractor considered next best in meeting the City’s needs for this particular project.

8.6 The selected Contractor will be required to execute a City prepared contract. The contract may further refine the scope of services and will provide for the terms and conditions of employment.

8.7 The award of any contract is expressly contingent upon City Council approval and the availability of funds. City staff may not legally bind the City to a contract.

8.8 The City reserves the right to reject any or all proposals, or to waive minor irregularities in said proposals, or to negotiate minor deviations with the successful Contractor(s). In the case of differences between written words and figures in a proposal, the amount stated in written words shall govern. In the case of a difference in unit price versus the extended figure, the unit price shall govern.

8.9 The City reserves the right to seek clarification on any or all proposal submittals to ensure the RFP specifications are met. Proposals may be rejected from any proposer who does not comply with the City’s request for clarification.

8.10 Once a decision has been made to award the contract, then a formal notice of the intent to award to the recommended proposer(s) shall be made by the Department.

8.11 A City of Roseville business license as well as all applicable permits, licenses and certifications required by local, state or federal law are required before the award of contract.

9.0 GENERAL TERMS & CONDITIONS

9.1 Standard Contract. Upon completion of the evaluation and recommendation for award, the selected Contractor will be required to execute an agreement prepared by the City, a sample of which is included as Attachment C.

9.2 Independent Contractor. At all times the Contractor shall represent himself/herself to be an independent contractor offering such services to the general public and shall not represent himself/herself, or his/her employees, to be an employee of the City. Therefore, the Contractor shall assume all legal and financial responsibility for taxes, FICA, employee fringe benefits, workers’ compensation, employee insurance, minimum wage requirements, overtime, etc., and agrees to indemnify, save, and hold the City, its officers, agents, and employees, harmless from and against, any and all loss, cost (including attorneys’ fees), and damage of any kind related to such matters.

9.3 Non-Appropriation. The City may terminate any resulting contract at the end of any fiscal year, June 30th, without further liability other than payment of debt incurred during such fiscal year, should funds not be appropriated by its governing body to continue services for which the contract was intended.

Commented [SD3]: InvoiceCloud Requested Exception:

InvoiceCloud requests that Roseville consider its suggested alternative for a non-appropriations clause as proposed below:

“This Agreement is subject to the appropriation of funds each fiscal year. In the event that Roseville does not receive sufficient funds from the applicable local source, state legislature, and/or federal sources to pay those fees set forth in the Biller Order Form that are not charged directly to Roseville’s customers (i.e., those fees charged directly to Roseville including, without limitation, monthly portal access fees, Online Bank Direct monthly access fees, and adoption-based fees), the parties may mutually agree, upon Invoice Cloud receiving written documentation from
Roseville verifying the insufficient appropriation, to exercise any single or combination of the following options until such time as Roseville is able to budget sufficient funds: (a) waiving those fees that are not charged directly to
Roseville’s customers as described above; (b) increasing the fees charged directly to Roseville’s customers to account for the shortfall in fees paid to Invoice Cloud as a result of the non-appropriation; or (c) suspending the provision of the specific Service (e.g., Online Bank Direct) for which
Roseville did not receive sufficient appropriation. In the event that the Parties elect not to exercise one or more of the options listed above, either party may terminate this
Agreement with thirty (30) days’ written notice to the other party, and this Agreement shall thereby terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made, or whenever the funds appropriated for payment under this Agreement are exhausted. Payment for Services provided up to the date of termination shall be made to Invoice Cloud by Roseville, except that no payment shall be made or due to Invoice Cloud under this Agreement beyond those amounts appropriated and budgeted by
Roseville to fund payments under this Agreement.”

The large majority of fees charged by InvoiceCloud are per- transaction fees. As worded, the above provision will allow the contract to continue in the event of insufficient
appropriation until sufficient funds are received by Roseville to pay those fees it is charged directly, if any. The parties can select from a number of options to ensure that Roseville is not charged any fees for which there is insufficient
appropriations. If there is a situation where InvoiceCloud is not willing to waive the fees charged to Roseville directly, then Roseville can terminate the agreement.

9.4 Conflict of Interest. The Contractor shall warrant that no official or employee of the City has an interest, has been employed or retained to solicit or aid in the procuring of the resulting contract, nor that any such person will be employed in the performance of such contract without immediate divulgence of such fact to the City. Contractors submitting a proposal in response to this RFP must disclose any actual, apparent, direct, indirect, or potential conflicts of interest that may exist with respect to the Contractor or the Contractor’s management or employees relative to the services to be provided to the City. Conflict of interest issues may require consultation with legal counsel. If a Contractor has no conflicts of interest, a statement to that effect must be included in the proposal. Violation of this section shall be a material breach of the contract entitling the City to any and all remedies by law or in equity.

9.5 Undue Influence. The Contractor shall warrant via an executed Proposer’s Certification (Attachment A) that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award or terms of the contract that will be executed as a result of this RFP, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from the Contractor, or from any officer, employee or agent of the Contractor, in connection with the award of the contract or any work to be conducted as a result of this RFP. Violation of this section shall be a material breach of the contract entitling the City to any and all remedies by law or in equity.

9.6 Non-Collusion. Contractors submitting proposals shall warrant via an executed Proposer’s Certification (Attachment A) that their offer is made without any previous understanding, agreement or connection with any person, firm or corporation submitting a separate proposal for the same project and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action. This condition shall not apply to proposals which are submitted by firms who have partnered with others to submit a cooperative proposal that clearly identifies a primary contractor and the associated sub-consultants or sub-contractors. Proposers shall also submit a properly completed and executed “Non-collusion Declaration” which is attached as Attachment B.

9.7 Indemnification & Insurance Requirements. The City’s standard indemnification and insurance requirements are provided in the sample contract, included in Attachment C. All costs of complying with the insurance requirements shall be as included in your pricing. The selected Contractor shall provide complete and valid insurance certificates within ten (10) days of the City’s written request.

Failure to provide the documents within the time stated may result in rejection of the Contractor’s proposal. If a proposer takes exception to the indemnification and insurance requirements, then the nature and scope of the proposed exceptions may negatively affect the evaluation of that proposer’s submittal and the City’s determination of whether it is possible to successfully negotiate a contract with that firm. Submitting exceptions are at the proposer’s own risk.

9.8 Cost of Preparing Proposal. The City will not pay any costs incurred by any Contractor in preparing or submitting a proposal in response to this RFP.

9.9 Proposals Property of the City. All documents or materials submitted with or in conjunction with any proposal, including but not limited to electronic files, shall become the property of the City after the proposal submission deadline. No submission documents will be returned. During negotiations, the scope of services may be amended by the City and negotiated based upon ideas provided by other proposers or any other source.

9.10 Proposals are Public Records. All proposals submitted are subject to the public disclosure requirements under the laws of the State of California, unless the City identifies and exercises a right or obligation to exempt any record from public disclosure. However, proposals will not be disclosed until negotiations are complete and a recommendation for selection and award is made.

9.11 Protests.
(a) Protest Requirements

(1) Any proposer who is aggrieved in connection with the solicitation or award of a contract may file a protest with the City Clerk’s office. The protest must be received in writing by the City Clerk’s office within seven (7) calendar days after such aggrieved proposer 1) knows or should have known of the facts giving rise thereto or 2) the date of the notice of intent to award, whichever is sooner. In no event shall a protest be allowed after an award has been made by City Council. If the seventh calendar day falls on a weekend or City holiday, the protesting party may submit the protest prior to close of business on the first business day following such weekend or holiday. Failure to submit a timely protest shall bar consideration of a protest.

(b) Grounds for Protest

(1) The alleged grounds for protest shall be limited to the following: (a) computation errors, (b) violations of local, state, or federal law, or (c) the City failed to follow the procedures specified in this Policy.

(2) The protest shall state all grounds claimed for the protest and include supporting documentation. Failure to clearly state the grounds for the protest and provide supporting documentation shall be deemed a waiver of all protest rights.

(c) Administrative Review

Upon receipt of the protest and after determining the protest was properly filed, the Department Director shall provide a copy of the protest to other proposers who might become aggrieved as a result of the protest and issue a written decision within fourteen (14) calendar days after receipt of the protest. The protest will be evaluated by the Department Director, the City Attorney’s Office, and the Purchasing

Manager. The protesting proposer shall promptly provide any information requested by City staff as part of such investigation. The decision shall either deny or uphold the protest and include reasons for the decision. The written decision shall be final.

(d) Stay of Action During a Protest

In the event a protest is filed under Section 10.11, the City shall not proceed further with the award of the contract until the protest is resolved, unless:

(1) The City Manager or designee makes a determination that the award of the contract without delay is necessary to protect a substantial interest of the City, or

(2) The City decides to reject all proposals and issue a new RFP.

9.12 Rejection of RFP. The City reserves the right to reject any or all proposals, to waive defects or irregularities in any proposal or in the RFP process, and to offer to negotiate or contract with any Contractor in response to any RFP. This RFP does not constitute any form of offer to contract.

9.13 Multiple Award. The City reserves the right to award the contract to multiple contractors when applicable

9.14 Increasing/Decreasing Portions of RFP. The City reserves the right to increase or decrease the amount of any portions of the work represented in the RFP and/or to omit portions of said work, as may be deemed necessary by the City.

9.15 Rejection as non-Responsive. Proposals may be rejected as non-responsive at the City’s sole discretion if there are alterations of form, the proposal is conditional or the proposal is incomplete.

9.16 Modifying RFP. The City reserves the right to modify any portion of, or to postpone or cancel this RFP at any time, and/or reject any and all submissions without indicating any reason.

9.17 If no proposal is accepted, the City may elect to have the services performed in some other manner.

9.18 Rejecting Team Members, Firms or Sub-contractors. The City reserves the right to reject individual team members, firms, sub-consultants or sub-contractors and request substitution prior to contract award.

9.19 Local Business, Small Business, Minority and Women Owned Business.

Although no preferences will be given, the City highly encourages submission of proposals by local businesses, by small business owners, and by minority and women-owned businesses.

9.20 Withdrawal of Proposals. Proposals may be withdrawn prior to the date and time specified for proposal submission with a formal written notice by an authorized representative of the proposer delivered to the City Clerk’s Office. Proposals submitted will become property of the City after the proposal submission deadline.

Proposals may not be withdrawn for ninety (90) days after the due date unless the City enters into a contract with another Contractor prior to the expiration of that ninety (90) day period.

9.21 Prohibited Transmittals. No telephone or facsimile proposals will be accepted. If a photocopy is submitted, the proposal must be signed in ink.

9.22 Proposal Postponement and Amendment. The City reserves the right to revise or amend the RFP or specifications up to the time set for opening of the proposals.

Such revisions and amendments, if any, shall be announced by amendments to this RFP through the City’s web site. Copies of such amendments shall be furnished to all prospective proposers. Prospective proposers are defined as those proposers who have registered and are on the City’s RFP list for this material/service. If revisions and amendments require changes in quantities, prices or scope of services, the date set for opening of the proposals may be postponed by such number of days as in the opinion of the City shall enable proposers to revise their proposals. Proposals which fail to acknowledge a substantive addendum to the RFP, as determined by the City Attorney’s Office, on the City supplied addendum form will be rejected as non- responsive. Any revisions or amendments to the RFP will become incorporated into any contract awarded pursuant to the RFP.

9.23 Proprietary Information. Proposers submitting a proposal in response to this RFP must provide a statement that nothing contained in the submitted proposal will be proprietary. However, if a proposer desires to claim a privilege against public disclosure for a trade secret or other proprietary information, such information must be submitted with the proposal in a separate envelope marked “confidential.” The City Attorney’s Office will determine if the information is in fact proprietary, based on state and federal law. Note that under California law, a price proposal to a public agency is not a trade secret. The Contractor shall defend, indemnify and hold harmless the City regarding any claim by any third party for the public disclosure of the “confidential” portion of the proposal.

9.24 Right to Request Additional Information. During the evaluation process, the City reserves the right, where it may serve the best interests of the City, to request additional information and clarifications from proposers. Such information will be requested in writing to the specific proposer. This information will become a part of the original proposal submitted by the specific proposer and will be used by the City in evaluating the proposal and will not be shared with other proposers during the evaluation and negotiation process.

9.25 Modification of Proposals. Modification of a proposal already received will be considered only if the modification is received prior to the deadline date for

receiving proposals. All modifications shall be made in writing, executed, and submitted in the same form and manner as the original proposal.

9.26 Examination of Contract Documents. Each proposer shall thoroughly examine and be familiar with the terms of this RFP, the sample contract attached as Attachment C, legal and procedural documents, general conditions, specifications, and addenda (if any), which will constitute the contract documents. Submission of a proposal shall constitute acknowledgement, upon which the City may rely, that the proposer has thoroughly examined and is familiar with the contract documents.

Failure or neglect of a proposer to receive or examine any of the contract documents shall in no way relieve the proposer of any obligation with respect to their proposal or to the contract. No claim for additional compensation will be allowed which is based upon lack of knowledge of any contract document.

9.27 Non-Discrimination. The City maintains various policies related to contractual service providers. Among these is an anti-discrimination policy, which requires that the City’s contractors not discriminate in hiring on the basis of gender, race, religion, sexual orientation, medical condition, and all other categories protected by law. Upon acceptance of a proposal, the City may request that the selected Contractor sign a statement affirming its compliance with this policy.

9.28 No Assignment or Modifications. This awarded contract is to be binding on the successors and assigns of the parties hereto. The services called for herein are deemed unique and except as provided herein Contractor shall not assign, transfer, subcontract, or otherwise substitute its interest in the agreement or any of its obligations herein without the written consent of the City. The Agreement may be modified only by a written amendment signed by the parties.

9.29 Bankruptcy. Upon filing for any bankruptcy or insolvency proceeding whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Contractor must notify the City immediately. Upon learning the actions herein identified, the City reserves the right, at its sole discretion, to cancel the contract.

9.30 Debarment. Contractor certifies that Contractor, its employees, directors, officers, agents, subcontractors, vendors, consultants, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension or ineligibility by any federal, state, or local department or agency.

9.31 Cooperative/Piggyback Purchasing. The City of Roseville encourages the use of cooperative purchasing or piggyback transactions by local governmental jurisdictions or public agencies. Nothing contained herein shall prevent another local governmental jurisdiction or public agency from utilizing the terms of this RFP or the resulting contract to separately contract with the proposer for its particular purpose.

Commented [SD4]: InvoiceCloud Requested Exception:

InvoiceCloud requests a carve-out for sale assignments, similar to the following language: “This Agreement may be assigned by a Party without the permission of the other Party in the event of a sale of all or substantially all of the assets or equity of a Party (a “Sale Assignment”).”

Attachment A
PROPOSER’S CERTIFICATION
I hereby propose to furnish the goods or services specified in the Request for Proposals (“RFP”). I agree that my proposal will remain firm for a period of up to ninety (90) days in order to allow the City of Roseville (“City”) adequate time to evaluate the qualifications submitted.

I have carefully examined the Request for Proposals and any other documents accompanying or made a part of this RFP. The information contained in this proposal is true and correct to the best of my knowledge and is signed under penalty of perjury under the laws of the State of California. I further certify that I am duly authorized to submit this proposal on behalf of the firm as its authorized agent and that the firm is ready, willing and able to perform if awarded the contract.

I further certify that this proposal is made without prior understanding, agreement, connection, discussion, or conspiracy with any other person, firm or corporation submitting a proposal for the same product or service; that this proposal is fair and made without outside control, collusion, fraud or illegal action; that no officer, employee or agent of the City or any other Proposer is financially interested in said proposal; that no undue influence or pressure was used against or in concert with any officer, employee or agent of the City in connection with the award or terms of the contract that will be executed as a result of this RFP; and that the undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so.

NAME OF BUSINESS

SIGNATURE

NAME & TITLE, TYPED OR PRINTED

MAILING ADDRESS

TELEPHONE NUMBER

EMAIL

Type of Organization:

Sole Proprietorship Corporation State of Incorporation Partnership Limited Liability Company

Attachment B

NONCOLLUSION DECLARATION TO BE EXECUTED BY

BIDDER AND SUBMITTED WITH BID

The undersigned declares:

I am the of , the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on [date], at [city],
[state].

(Signature of Declarant)

Attachment C

SAMPLE CONTRACT

PROFESSIONAL SERVICES AGREEMENT

Project:

THIS AGREEMENT is made and entered into this day of , 20 ,

by and between the City of Roseville, a municipal corporation (“CITY”), and ., a (“CONSULTANT”); and

W I T N E S S E T H:

WHEREAS, CITY desires professional services consisting of

; and

WHEREAS, CONSULTANT has prepared a proposal dated ,

which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional services.

NOW, THEREFORE, the parties agree as follows:

1 . Services. CONSULTANT shall perform, at the direction of CITY, the scope of services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference.

2 . Compensation. For its services provided hereunder, CONSULTANT shall be compensated on a time and expense basis in accordance with the budget estimate as described in

EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed dollars ($ ).

CONSULTANT shall submit one monthly invoice for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.
3 . Indemnification. To the fullest extent allowed by law, CONSULTANT shall

defend, indemnify, and save and hold harmless CITY, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of CONSULTANT's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from CITY's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed.

CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.

CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by Commented [SD5]: InvoiceCloud Requested Exception:

InvoiceCloud’s transaction fees are applied on a per-
transaction basis as payments are processed through the InvoiceCloud portal, not a time and expense basis.

Commented [SD6]: InvoiceCloud Requested Exception:

InvoiceCloud’s transaction fees are typically auto-debited from the customer’s settlement account at the same time a payment is processed.

law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 4 . Insurance. CONSULTANT agrees to continuously maintain, in full force and

effect, the following minimum policies of insurance during the term of this Agreement.

COVERAGE LIMITS OF LIABILITY

Workers’ Compensation Statutory

Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate
Personal Injury:
$1,000,000 each occurrence
$2,000,000 aggregate

Automobile Liability $1,000,000 combined single limit

Professional Liability (errors and $1,000,000 per claim omissions) $2,000,000 aggregate

a. Form. CONSULTANT shall submit a certificate evidencing such

coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate

endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be Commented [SD7]: InvoiceCloud Requested Exception:

InvoiceCloud will be able to add Roseville as an additional insured on its CGL and Auto policies but will not be able to provide a separate endorsement form.

primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from CITY’s insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. c. Cancellation/Modification. CONSULTANT shall provide ten (10) days

written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this

Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all

subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, Commented [SD8]: InvoiceCloud Requested Exception:

InvoiceCloud will be able to add Roseville as an additional insured on its CGL and Auto policies but will not be able to provide a separate endorsement form.

Commented [SD9]: InvoiceCloud Requested Exception:

InvoiceCloud requests that a “commercially reasonable”
standard be used for this notification obligation, such that failure to strictly satisfy the 10-day notification period would not constitute a material breach of the agreement.

Commented [SD10]: InvoiceCloud Requested Exception:

InvoiceCloud will not be able to provide a separate
endorsement form.

regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be

disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
g. Waiver of Subrogation. CONSULTANT hereby agrees to waive

subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. Insurance coverage in the minimum amounts set forth

herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law.
5 . Records. CONSULTANT and its subcontractors shall maintain all files and

records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of Commented [SD11]: InvoiceCloud Requested Exception:

It is unlikely that any InvoiceCloud subcontractors would be providing services directly impacting Roseville, but
InvoiceCloud can agree to accept responsibility and liability for the actions of its subcontractors. InvoiceCloud cannot guarantee that any such subcontractors will agree to be bound by the specific terms and conditions of the prospective contract between InvoiceCloud and Roseville, especially with respect to any contracts with subcontractors that are already in existence prior to the effective date of any contract between InvoiceCloud and Roseville.

Commented [SD12]: InvoiceCloud Requested Exception:

InvoiceCloud can agree to waive subrogation on its Workers Comp, CGL and Auto Liability policies but will not be able to provide a separate endorsement form.

this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provision in its contracts with all subcontractors.
6 . Time is of the Essence. Time is of the essence of this Agreement.

7 . Prevailing Wages. When applicable, for purposes of this Agreement,

CONSULTANT and its subcontractors shall comply with all applicable prevailing wage laws, e.g., but not limited to, California Labor Code Sections 1770 et seq. In accordance with said Section 1775, CONSULTANT shall forfeit as a penalty to the City two hundred dollars ($200) for each calendar day or portion thereof for each worker paid less than the prevailing rates for such work or craft in which such worker is employed for any work done on-site under the Agreement by CONSULTANT or by any subcontractor in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage shall be paid to each worker by CONSULTANT or the applicable subcontractor.

Pursuant to the provisions of California Labor Code Section 1773, the contracting department has identified the source, stated below, of the general prevailing rate of wages Commented [SD13]: InvoiceCloud Requested Exception:

It is unlikely that any InvoiceCloud subcontractors would be providing services directly impacting Roseville, but
InvoiceCloud can agree to accept responsibility and liability for the actions of its subcontractors. InvoiceCloud cannot guarantee that any such subcontractors will agree to be bound by the specific terms and conditions of the prospective contract between InvoiceCloud and Roseville, especially with respect to any contracts with subcontractors that are already in existence prior to the effective date of any contract between InvoiceCloud and Roseville.

applicable to the site to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

Pursuant to Labor Code Section 1773.2, general prevailing wage rates set forth above, which forms a part of this Agreement, shall be posted by CONSULTANT at a prominent place at the work site. Prevailing wage rates to be posted at the work site will be furnished by the contracting department. The possibility of wage increases is one of the elements to be considered by CONSULTANT in determining its proposal and will not under any circumstances be considered as the basis of a claim against CITY or the Agreement. 8 . Compliance with Laws. CONSULTANT shall comply with all federal, state and

local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.
9 . Ability to Perform. CONSULTANT agrees and represents that it has the time,

ability and professional expertise to perform the services required under this Agreement.

1 0 . Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services

under this Agreement shall not include preparing or assisting CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.
1 1 . Governing Agreement. In the event of any conflict between this Agreement and

its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern. 1 2 . Assignment. CONSULTANT is employed to perform unique personal services.

CONSULTANT shall not assign this Agreement without the prior written consent of CITY.

CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY. 1 3 . Independent Contractor. CONSULTANT, inclusive of its agents,officers,

employees, volunteers, independent contractors, and subcontractors, shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele Commented [SD14]: InvoiceCloud Requested Exception:

InvoiceCloud requests that it not be required to disclose any confidential or proprietary information or trade secrets to any third party as part of this obligation.

Commented [SD15]: InvoiceCloud Requested Exception:

InvoiceCloud requests a carve-out for sale assignments, similar to the following language: “This Agreement may be assigned by a Party without the permission of the other Party in the event of a sale of all or substantially all of the assets or equity of a Party (a “Sale Assignment”).”

without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY’s on- call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement. 1 4 . Representations and Warranties. CONSULTANT warrants that it has not

employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
1 5 . Successors in Interest. This Agreement shall be binding upon the heirs,

successors, executors, administrators and assigns of the respective parties hereto.

1 6 . Copyright, Ownership and Use of Materials. All tangible material (“Material”)

created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto,

and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches,maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.

CONSULTANT shall execute any documents necessary to effectuate such assignment.

In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.
1 7 . Termination of Agreement. The City may terminate this Agreement without

cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.

CONSULTANT may terminate this Agreement without cause by giving CITY thirty (30) days advance written notice. In the event of termination through no fault of CONSULTANT, CITY shall compensate CONSULTANT for services performed as of the date of termination, upon the release to CITY of all Material hereunder, in any and all media or formats in which such materials have been created or are maintained. CITY retains the right to receive and use any Material, notwithstanding any termination or any dispute regarding the amount to be paid. 1 8 . Attorney’s Fees; Venue; Governing Law. If either party commences any legal

action against the other party arising out of this Agreement or the performance hereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees. Any action arising out of this Agreement shall be brought in Placer County, California, Commented [SD16]: InvoiceCloud Requested Exception:

InvoiceCloud cannot agree to this provision as written.

InvoiceCloud would be providing Roseville and its
customers with access to a multitenant SaaS platform for the processing of payments owed to Roseville. No customized work product is produced for Roseville as part of this
service, and the electronic payment processing services provided by Invoice Cloud are not “completed” or subject to a project work schedule in the traditional sense as would apply to tangible goods or tangible work product or works made for hire.

Commented [SD17]: InvoiceCloud Requested Exception:

InvoiceCloud cannot agree to this sentence as written. Per organizational policy, InvoiceCloud does not permit
termination for convenience in its service agreements.

Invoice Cloud incurs significant expense and effort to
integrate its platform with its customers’ systems, including set up and implementation costs that InvoiceCloud absorbs and does not pass on to the customer. If Roseville terminated early for convenience during the initial term, InvoiceCloud would risk providing the service at a loss. Service fees are negotiated on the assumption that the term will reach
completion for an appropriate ROI.

regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
1 9 . Modification. This Agreement and each provision contained herein may be

waived, amended, supplemented or eliminated only by mutual written agreement of the parties.

2 0 . Severability. If any of the provisions contained in this Agreement are for any

reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole. 2 1 . Notices. Any notices to parties required by this Agreement shall be delivered

personally or mailed, U.S. first class postage prepaid, addressed as follows:

CITY OF ROSEVILLE CONSULTANT

Either party may amend its address for notice by giving notice to the other party in writing.

2 2 . Integrated Agreement. This is an integrated agreement and contains all of the

terms, considerations, understanding and promises of the parties. It shall be read as a whole.

IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. , adopted by the Council of the City of Roseville on the day of , 20 , and CONSULTANT has caused this Agreement to be

executed.
(SIGNATURES ON NEXT PAGE)

CITY OF ROSEVILLE, a , a
municipal corporation

BY: BY:

DOMINICK CASEY its:

City Manager

ATTEST:

BY:

CARMEN AVALOS
City Clerk

APPROVED AS TO FORM:

BY:

MICHELLE SHEIDENBERGER
City Attorney

APPROVED AS TO SUBSTANCE:

BY:
and

BY:
its:

Biller Agreement

Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 1

1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non- exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller’s own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.

Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’ Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will execute all third-party applications and enter into all agreements required for the Service without unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon implementation, or later at such time as the Service operates with different or multiple payment processors . Throughout the Term of this Agreement, for “Invoice Types” listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization for processing of Biller’s Customers’ Payment Instrument Transactions, for each electronic payment method selected in the Biller Order Form.

Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to an y third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) r ecreate, "frame" or "mir ror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service.

2. Privacy & Security . Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to tim e which modification shall not materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards.

3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards), within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under “Data Retention”, and reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited by applicable law or in the event of exigent circumstances.

4. Confidentiality / Intellectual Property Ownership . Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller’s customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud’s own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Dat a to third parties, except as permitted under this Agreement or required to perform the Service or otherwise required by applicable law.

Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration com ponents, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating t o the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them.

Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential i ncluding but not limited to Invoice Cloud T echnology, the Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the “Confidential Information”). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud’s rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use les s than reasonable efforts. Biller will not sell, transfer, publish,

Biller Agreement

Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 2

disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and wi ll ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law.

5. Billing. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities . Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are either auto debited from the Biller Bank Account or payable on receipt of invoice from Invoice Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify pricing with respect to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller: a) based on increases incurred by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment associations, ACH and check processers; or b) if, duri ng the Term, the average credit card payment processed by Invoice Cloud for any three (3) consecutive month period exceeds 110% of the Average Credit Card Transaction $ specified on the corresponding Invoice Parameter Sheet(s), to the extent that Invoice C loud incurs increases in Network Fees.

Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all fees referenced in the Biller Order Form (including any Invoice Parameter Sheets), by no more than the greater of CPI for the p receding period or 5%, provided, however, that such increase may not apply during the first year after the execution date of the Biller Order Form and may not occur more than once per year thereafter.

6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue for a period of five (5) years after the Go Live Date (“Initial Term”), and will automatically renew for each of additional successive three (3) year terms (“Renewal Term”) unless terminated as set forth herein. “Term” as used herein shall mean the Initial Term and any Renewal Term.

This Agreement may be terminated by either party effective at the end of the Initial Term or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then- current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party . Upon any early termination of this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller’s password and access will be disabled and Biller will be obligated to pay the balance due on Biller’s account. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller’s Debit Account or credit card or otherwise invoice Biller for such unpaid fees.

7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.

Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the Statement of Work, attached hereto and incorporated herein by reference (the “Statement of Work”), under normal use and circumstances, and that Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided, that the Biller shall maintain immediately accessible backup s of the Customer Data (to the extent that Biller is permitted pursuant to applicable law and PCI -DSS standards). In addition, Invoice Cloud will, at it s own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud’s processing systems.

8. Limited Warranty. EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS

PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE

HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT

REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE

IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT

EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RES PECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.

9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller’s accounts and shall abide by all applicable laws, and regulations in connection with Biller’s and/or its customers’ and/or any payers’ use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller’s billing information is correct. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller’s Users; and (iii) obtain consent from Biller’s customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processors, ACH, bank and other related circumstances.

Biller Agreement

Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 3

Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health i nformation, or Biller has access to, creates, receives, maintains or tr ansmits on behalf of electronic protected health i nformation (as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA”) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto.

Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment of Transactions. Biller is also required to disclose a ll refund, return and cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method , unless required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of Biller’s software and service providers and providing to Invoice Cloud the information required to integrate with Biller’s billing, CIS and other applicable systems.

10. Indemnification. Invoice Cloud shall indemnify and hold Biller and Biller’s employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller’s costs, and reasonable attorneys’ fees) arising out of: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction data). This indemnification does not apply to any claim or complaint relating to Biller’s failure to resolve a payment dispute concerning debts owed to Biller or Biller’s negligence or willful misconduct or violation of any applicable agreement or law.

11. Fees.

Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with Biller system(s) of its standard Service as set forth in the Statement of Work (the “Implementation”). Invoice Cloud reserves the right to also charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in writing by the parties, including without limitation for the following services, at its then standard rates:

• Custom development and features which are not stated in the Statement of Work and Biller Order Form , and change requests and modifications to existing platform functionality not stated in the Statement of Work and Biller Order Form; • Additional integrations or integration modifications after the Go Live Date that are not provided for in the Biller Order Form or Statement of Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components coded or configured to Biller’s specifications after Biller has signed off on the relevant specification or Service is live; • Custom data extracts and file requests that are not part of the Implementation signed off on by both parties; and • Data conversion not listed in the Statement of Work, or repetitive re-loading of data due to Biller error.

12. Limitation of Liability . INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER I N THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO

ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF

DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY

CONNECTED WITH TH E SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or ce rtain other types of damages, so the exclusions set forth above may not apply to Biller.

13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.

14. Notice. Either party may give notice by electronic mail to the other party’s email address (for Biller, that address on record on the Biller Order Form) or by written communication sent by first class mail or pre -paid post to the other party’s address on record in Invoice Cloud’s account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184

Biller Agreement

Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 4

Attention: Client Services or [email protected]. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

16. Insurance.

Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud’s owned, hired or non-owned vehicles assigned to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dol lars ($1,000,000) per claim and in the aggregate.

17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller.

18. Beta Products. In the event that there is any functionality labelled “Beta” on the Biller Order Form, such functionality is provided “AS IS”

WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD’S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO AND NOT EXCEED $10.

19. General.
(a) With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by t he law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions of any jurisdiction. With respect to Billers who are not with municipalities, localiti es or governmental authorities, t his Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than a Biller Order Form and any add on Biller Order Form , if applicable), and no documentation (including any implementation planning documents) except as specifically referenced in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 18 and 19(a) and (b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the version of the Service that Biller is using. Where this Agreement is incorporated into, embedded in or otherwise made a part of a separate agreement between Invoice Cloud, Biller and a third party service provider (“Third Party Agreement”), and such Third Party Agreement is terminated or expires, Biller and Invoice Cloud agree that the terms and conditions of this Agreement shall survive and remain in effect as between Biller and Invoice Cloud until this Agreement expires or is otherwise terminated by either Biller or Invoice Cloud in accordance with the terms herein.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www.invoicecloud.com/biller-terms-and-conditions (the “Biller T+C”) and are agreed to by Invoice Cloud and the Biller.

EXHIBIT “A”
Biller Questionnaire
Corporate Legal Name:

Phone #
Address:

City:

State:

Zip:

Corporate Website URL:

Date Business Opened of Organization was founded?
Federal Tax ID:

Name:

Title:

Phone #:

Email Address:

Biller Notes (Any Additional Information)
Phone Ext
Phone Ext
Phone Ext
Phone Ext
What is the name of your current Core Billing
System?
Average Dollar Amount of Customers Bill?
Highest Invoice?
When do you issue Invoices?
Do you print invoices in-house?
If not, please list contact info for your vendor
Corporate Information
Signatory Information (Person who be signing the paperwork) Accounting
Oct xx, 2017
Chase Paymentech (or to the Biller's Address)
4 Northeastern BLVD
Salem, NH 03079
This letter verifies that _________________________ (list DBA name of town/business here) has a checking account at the bank. The account name is ____________________(list exact name of the bank account).

ABA: XXXXXXXXXXX
Account Number: XXXXXXXXXX
Regards,
Name
Insert name of your bank here
b. A bank letter (which must be on bank letterhead) utilizing the format below: (Legal Name must be on Bank Letter) a. A PDF copy of a voided check (Legal Name must be on the Voided Check) Please provide ONE of the following from the bank account you want the funds deposited into:

Note: Must include voided business check or bank letter for each account

BILLER BANK INFO
Marketing
Payment Methods

PRODUCTS & SERVICES
Payments
Email Address
Technical Support
Email Address
Email Address
Email Address

BILLER CONTACTS
Products
Implementation

BILLER INFORMATION
Ownership Type
Last 4 Account #
Name on Account as it appears on the check or bank letter Bank Address
Routing #
DEPOSITORY (Your Invoice payment collections will be electronically deposited into this account) Bank Name
Phone
Routing # Last 4 Account #
FEES (Invoice and payment processing fees will be electronically deducted from this account) EBPP
Cloud Store
Cloud Pay
Pay By Text
IVR
Online Bank
Kiosk
VISA/MasterCard/Discover
American Express

ACH/EFT
Single Sign-On
Bill Processor
POSConnect
CSRConnect
PayNearMe
Individual/Sole Proprietor or Single Member, LLC
Corporation- "C"
Corporation- "S"
LLC- "C" Corporation
LLC- "S" Corporation
LLC- Partnership
v4.0
Biller Terms and Conditions v5.1.2 1
BILLER TERMS AND CONDITIONS ( www.invoicecloud.com/biller-terms-and- conditions )

1. Definitions.

The following definitions apply as used in the Agreement and in any Biller Order Form and add on Biller Order Form, now or hereafter:

"Agreement" or “Biller Agreement” means these terms and conditions, the Biller Agreement, any Biller Order Form, add on Biller Order Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein;

“Biller”, “you”, or “your” means the Invoice Cloud customer that has executed or agreed to the Biller Agreement, Biller Order Form and Billers Terms and Conditions whether written or submitted online;

“Biller Data” means invoices and bills of the Biller as well as the Content of such invoices and bills;

“Biller Order Form” means the order form referencing the service to be performed by Invoice Cloud and any add on services under any add on Biller Order Form;

“Chargeback” is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution including chargebacks, ACH rejects or reversals, disputes and other refunds or credits, that Biller previously presented to Invoice Cloud under this Agreement and includes, but is not limited to: (i) failure to issue a refund to a Customer as required; (ii) Invoice Cloud did not receive Biller’s response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules; (iii) a Customer disputes the Transaction or claims that the Transaction is subject to a set-off, defense or counterclaim, or (iv) the Biller Bank Account designated by the Customer for an ACH transaction is invalid, or has insufficient funds to complete a Transaction;

"Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service; “Customer” shall include customers, payers, taxpayers and users of services of Biller; "Customer Data" means name, address and contact information of Customers and associated credit card numbers and bank account numbers, excluding any data that Invoice Cloud acquired other than from the Biller or Customers;

"Effective Date" means the date this Agreement is accepted by executing a Biller Order Form;

“Go Live Date” means the date on which those invoice types listed on the Biller Order Form are publicly available to Customers for online payment;

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademar ks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature anywhere in the world;

“Integration Components” means software, which integrates the Service with third party software, and any updates or revisions thereto; "Invoice Cloud" or “we” means Invoice Cloud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud in providing the Service;

“IVR” means the software as a service which provides interactive voice and communication response functionality, automated payments by voice and text, text (SMS) messaging, and related functionality, including inbound and outbound communications;

“Network” is any Payment Method provider whose payment method is accepted by Biller from Customers and which is accepted by Invoice Cloud for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., American Express, PayPal (including Pay Pal , Venmo, Pay In 4 and PayPal Credit), Discover Financial Services, LLC, and any other Payment Methods, digital wallets, credit and debit card providers, debit network providers. Network also includes the National Automated Clearing House Association (''NACHA"), with respect to Transactions involving any credit or debit entry processed over the ACH network, and any other network or clearinghouse over which any electronic check processing Transactions may be processed;

“Network Fees” means all pass-through costs including interchange, PayPal brand fees, dues, assessment fees, processing fees, and similar fees, assessed by any Network, credit card or payment processers, bank card issuers, payment associations, ACH and check processers;

“Ne
twork Liabilities” means any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks or payment processors as a result of Biller’s actions, omissions, , Transactions or Chargebacks, including without limitation, Biller’s failure to comply with the Network Rules, or this Agreement and/or any agreement with any payment processor;

"Order Form" or “Biller Order Form” means the form evidencing the initial subscription for the Service and any subsequent Biller Order Form, specifying, among other things, the services contracted for, the applicable Biller Pricing fees and Transactional Fees and Service Fees by Invoice Type (as listed on one or more Invoice Parameter Sheets which are part of the Biller Order Form), the billing period, and other charges, terms and conditions as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement;

“Payment Instrument Transaction(s)” or “Transaction(s)” means a transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, utilizing Payment Methods for payment in connection with the sale, lease, financing or provision of goods and/or services by Biller and/or payment o f taxes (either directly or through Invoice Cloud ). “Payment Instrument Transaction (s)” or “Transaction(s)” may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization Biller Terms and Conditions v5.1.2 2
code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules or card association rules which is submitted to a processor to initiate or evidence a Transaction;

“Payment Processing Agreements” means the payment and card processing agreements and merchant agreements which Invoice Cloud has directed the Biller to enter into to enable Invoice Cloud to provide the Service;

“Payment Methods” means credit and debit cards, ACH, EFT and Check 21 transactions, digital wallets inc luding but not limited to Visa, MasterCard, Amex and Discover, PayPal, Venmo, Apple Pay, Google Pay, credit instruments including PayPal Credit and PayPal Pay in 4, stored value cards, loyalty cards, electronic gift cards, authorized account or access numb ers, paper certificates and credit accounts that are used for Payment Instrument Transactions and listed on the Biller Order Form. From time to time Invoice Cloud may offer Biller new Payment Methods, and, in such event, Invoice Cloud will provide Biller with notice by email disclosing the pricing under which the added Payment Methods are made available. Biller will have at least thirty (30) days after the date of the notice to opt-out of the additional Payment Methods in the manner provided in the notice. If Biller does not opt-out in such time frame, then on introduction of the additional Payment Methods, Biller will be bound by the additional terms as disclosed in the notice, and the Biller Order Form will be deemed amended to reflect the changes;

“Reserve Account” means a Biller account which is maintained in order to protect Invoice Cloud against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement;

"Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud Technology and other services identified on the Biller Order Form, developed, operated, provided, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.com or another designated website or IP address, or ancillary online and/or offline products and services provided to Biller by Invoice Cloud, to which Biller is being granted access under this Agreement.

2. Biller’s Responsibilities.

(a) Biller is responsible for all activity occurring under Biller’s account(s) and shall abide by all applicable laws and regulations as well as card association rules, NACHA rules and Payment Processing Agreements, in connection with Biller’s and/or its customers’ use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data.

Biller shall: (i) notify Invoice Cloud immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Customers; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; ( iv) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (v) modify or make derivative works based upon the Service; (vi) recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet-based device; (vii) reverse engineer or access the Service; or (viii) copy any features, functions or graphics of the Service.

(b) Biller must designate on the Biller Order Form (and/or subsequent to execution of the Biller Order Form as requested by Invoice Cloud), at least one bank account for the deposit and settlement of funds and the debit of any Chargebacks, fees and costs, including, but not limited to Network Fees and Network liabilities, associated with the Service or the Transactions (all such designated bank accounts and all bank accounts substituted for accounts listed on the Biller Order Form shall be collectively referred to herein as the "Biller Bank Account "). You authorize Invoice Cloud to instruct its processors to initiate electronic credit entries, debit entries, and adjustments to a Biller Bank Account for amounts due to or from you in connection with this Agreement. Invoice Cloud will not be liable for any delays in receipt of funds or errors in Biller Bank Account entries caused by third parties, including but not limited to delays or errors by the Networks, payment processors, merchant acquirors or the bank.

(c) T he dollar amount payable to Biller for Biller’s Transactions will be equal to the amount submitted by Biller in connection with your sale Transactions, minus the sum of amounts due from Biller or debited from a Biller Bank Account, including Chargebacks, Network Fees, Network Liabilities, other fees and charges referenced on the Biller Order Form and all applicable charges and adjustments. If, however, Invoice Cloud or the processor fails to withhold Chargebacks, Network Fees or other charges or amounts due from the proceeds payable to a Biller Bank Account (including where such proceeds are insufficient to cover such obligations), or if a Biller Bank Account does not have a sufficient balance to pay amounts due from Biller under these guidelines, Invoice Cloud may pursue one or more of the following options: (i) demand and receive immediate payment from Biller for such amounts; (ii) debit the Biller Bank Account for the amount of the negative balance; (iii) reduce future settlement payments by the amount owed, (iv) withhold settlement payments to the Biller Bank Account until all amounts are paid, (v) delay presentation of refunds until a payment is made to Invoice Cloud of a sufficient amount to cover the negative balance; and (vi) pursue any remedies we may have at law or in equity.

(d
) To enable Invoice Cloud to process transactions for the Biller, Biller authorizes and directs Invoice Cloud, its affiliates, the Payment Method providers, and the payment processors: (1) that, with respect to any Payment Instrument Transactions processed by the payment processor , the payment processor will disburse funds to and collect funds from the Biller in accordance with instructions provided to the payment processor by Invoice Cloud, and as otherwise permitted pursuant to any applicable Payment Processing Agreement that Biller has entered into; (2) that outstanding sums due and owing to Invoice Cloud, including, but not limited to Chargebacks and Network Fees, will automatically be debited from the Biller Bank Account for such purpose on a daily or monthly basis at Invoice C loud’s sole discretion. Biller shall maintain sufficient funds in the Biller Bank Accounts to pay all periodic fees, Chargebacks, Network Fees and other fees due hereunder; and non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any Biller Bank Account , are grounds for an increase in fees, suspension of the Service, and/or termination of this Agreement.

(e) Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank, and/or other related circumstances. Biller agrees to provide Invoice Cloud with timely, complete, and accurate billing and contact information. This information includes Biller’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any change to it.

(f) Biller is required to ensure that it maintains a fair policy in compliance with applicable laws, regulations, and all Network rules with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested. Any change in a return or cancellation Biller Terms and Conditions v5.1.2 3
policy for the transactions underlying the Payment Instrument Transactions must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change.

If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud, Transactions reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment with respect to Transactions under the Service cannot exceed the amount shown as the total on the original Transaction. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law.

Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Invoice Cloud from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference at http://www.invoicecloud.com/privacy.html. Note that because the Service is a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

(g) As to all Transactions that Biller submits to Invoice Cloud for processing, Biller represents and warrants that:

(1) The Transactions represent payment or refund of payment, for a bona fide transaction.

(2) The Transactions represent an obligation of the Customer for the amount of the Transaction, and that the Transaction is valid and accurate.

(3) The Transactions do not involve any element of credit for payment of a previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the Customer.

(4) The Transactions are free from any material alteration not authorized by the Customer.

(5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim.

(6) Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer.

(7) Biller has made no representation or agreement for the issuance of refunds except as it states in your return/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer.

(8) Any Transaction submitted to Invoice Cloud to credit a Customer’s account represents a valid refund or adjustment to a Transaction previously submitted to Invoice Cloud.

(9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the subject Transaction is in any manner impaired. The Transactions, including but not limited to total due fields, are complete, accurate and in compliance with all Network rules, applicable laws, ordinances, and regulations. The Transactions are originated in compliance with this Agreement and any applicable agreements.

(10) For a Transaction in which the Customer pays in installments or on a deferred payment plan, a Transaction record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction.
(11) Biller has not submitted any Transaction that it knows or should have known to be un authorized, fraudulent, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements.

(h) Communications with Customers and Biller Website.

Biller hereby grants to Invoice Cloud and its providers a worldwide, non-exclusive, assignable, perpetual, and royalty-free license and right to copy, use, publish and distribute Customer names, physical addresses , and email addresses as well as obtain email addresses of Biller’s Customers by using data Biller has provided or made accessible to Invoice Cloud o r any of its affiliates, solely for the purposes of : (i) communicating or sending to Customers (and/or their agents) information designed to inform, promote, and encourage Customers (and/or their agents) to use the Service including, without limitation, paying bills online, enrolling in autopay, and enrolling in paperless billing, and (ii) in conjunction with information relating to feedback and response regarding such communications, creating and using aggregated and anonymized data and analysis for purposes of improving the Service. Biller hereby grants to Invoice Cloud and its providers a worldwide, non -exclusive, assignable, and royalty -free license and right during the Term , to copy, use, modify, and publish the Biller’s name, logos, trade dress, photographs, website materials, and other works of authorship for the purpose of implementing and providing the Service and performing their obligations under this Agreement. Biller represents and warrants it has all necessary rights, permissions, and licenses to grant and provide to Invoice Cloud and its service providers the license, rights, and permissions described in this Section and will comply with all applicable laws and regulations with respect to any per sonal information of any of its Customers. For purposes of clarity, the license , rights, and permission grants described in this Section are part of the “Service” under the Biller Agreement.

(i) American Express Compliance only.
(1) Biller agrees to comply with all a pplicable laws, rules and regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide. (2) Processing Restrictions. Biller is prohibited from processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
(3) Third Party Beneficiary Rights.

Biller Terms and Conditions v5.1.2 4
• Biller confers on American Express the third -party beneficiary rights, but not obligations, to the Biller Agreement and subsequent addenda (collectively the “Agreement”) between Biller and Invoice Cloud and, as such, American Express has the express right to enforce the terms of the Agreement against the Biller. • Biller agrees and warrants that it does not hold third party beneficiary rights to any agreements between Invoice Cloud and American Express and at no time will attempt to enforce any such agreements against American Express. (4) American Express Limitation of Liability. BILLER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN

EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS B E LIABLE TO BILLER FOR ANY DAMAGES,

LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL,

PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING

NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.

3. Chargebacks, Fees, Reserve Account, Etc . If Biller incurs excessive Chargebacks, in Invoice Cloud’s sole determination, or otherwise fails to pay fees or charges, or there are insufficient funds for Invoice Cloud to debit amounts for which Biller is responsible hereunder, in addition to other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) notify Biller of a new rate that will be charged to process Chargebacks; (ii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines, or increase a reserve amount; (iii) require Biller to promptly establish a Reserve Account as determined by Invoice Cloud, or ( iv) terminate the Agreement. Biller shall be responsible to Invoice Cloud for and shall promptly pay to Invoice Cloud such charges required to be paid by Biller; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial se rvices organization.

To the extent permitted by applicable law, Biller shall indemnify, defend, and hold Invoice Cloud, its licensors and Invoice Cloud’s subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) any charge against any reserves required by payment or credit card processors; (ii) Chargebacks, Network Fees and insufficiency of funds in any Biller Bank Account , by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller’s representations and warranties or the breach by Biller or Biller’s users or Customers of this Agreement including without limitation incomplete or inaccurate Transactions; (v) Biller’s violation of any third party payment and credit card processing agreement and merchant agreement, or (vi) relating directly or indirectly to Biller’s or its authorized users’ use of the Service. Biller represents and warrants that the Biller Bank Account(s) will contain sufficient funds to cover any estimated financial exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may, at its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller’s customers.

4. Certain Contractual Terms. The following only applies to the extent not otherwise addressed in the Agreement:

LIMITED WARRANTY: THE SERVICES ARE PROVIDED “AS IS”. ALL EXPRESSED AND IMPLIED WARRANTIES ARE HEREBY

DISCLAIMED WITH RESPECT TO THE INTEGRATION COMPONENTS INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST LATENT DEFECTS.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, INVOICE CLOUD’S AND ANY OF ITS AFFILIATE’S TOTAL

AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT SHALL INVOICE CLOUD AND/OR ANY OF ITS AFFILIATES AND/OR

LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL

DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR

IN ANY WAY CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S AFFILIATES OR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller.

To the extent that the Biller’s Agreement does not have a Biller indemnification, limited warranty, or limitation of liability clause respectively, or to the extent that there is no Biller Agreement, the clauses in this Section 4 shall apply, control, and be binding on the Biller. Where there is no Biller Agreement, the terms of these Biller Terms and Conditions (and any order forms) shall be the sole and entire agreement between the parties.

5 Encrypted Card Readers (Applicable where Card Readers as designated on the Biller Order Form).

Encrypted Card Readers (or Card Readers as described in the Biller Order Form) are provided to the Biller for their use under license fees provided in the Biller Order Form. Invoice Cloud provides to Biller all products on a license basis. Biller will be fully responsible for all products including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Where Invoice Cloud provides encrypted card readers, the following additional terms apply (with “products” or “device” in this Section 5 referring to the encrypted card readers):

a. Invoice Cloud and the manufacturer warrants that the products provided pursu ant to this Agreement will perform in accordance with the manufacturer’s published specifications. Should a product fail to conform to applicable manufacturer’s specifications, repair parts and replacement products will be furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the product resulting from accident, disaster, unreasonable use, misuse, abuse, customer’s, Reseller’s, or any other third party’s negligence, or non-manufacturer modification of the product. Invoice Cloud reserves the right to examine the alleged defective product to determine whether the warranty is applicable. Without limiting the generality of the foregoing, Invoice Cloud and the product manufacturer specifically disclaim any liability or warranty for any product resold in other than manufacturer’s original packages, and for products modified, altered, repaired, maintained, or treated by Biller, its customers, and/or any third party. Service on a defective product Biller Terms and Conditions v5.1.2 5
may be obtained by delivering the product during the warranty period as instructed by Invoice Cloud.

b. The following is the repair and replacement policy for a defective product:

Replacement Requests – Biller shall promptly notify Invoice Cloud that the device is not working, via email, phone call or help desk ticket. Invoice Cloud will update and/or open a new help desk ticket for the product swap replacement request. Biller must provide the serial number of the device that is not working.

Replacement device will be shipped to the Biller as noted on the help desk ticket issued by Invoice Cloud.

Shipping Method: Replacement devices will be shipped via a commercial shipping service at no charge to the Biller. If Biller needs the device sent via overnight shipping there is an additional cost of $35.00 per device.

Biller has 14 business days to return a device that is not working to an address specified by Invoice Cloud on the return help desk ticket, delivery or postage pre-paid. Failure to return the non-working device may result in additional fees and charges to Biller.

Invoice Cloud shall use reasonable efforts to provide the encrypted card reader service in an uninterrupted, continuous manner. Biller understands and agrees that services may be periodically off line or otherwise inoperable in order for Invoice Cloud to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time card reader service services may not be provided. Biller further understands and agrees that from time to time card reader service services may be off line or otherwise inoperable as a result of the failure of equipment or services provided to the manufacturer by third parties (for example, public or private telecommunications services or internet nodes or facilities, overall Internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of any services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, manufacturer will use commercially reasonable efforts to restore the Services in a reasonability prompt fashion. Manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services, and modify its software a nd systems, all of which may result in a change in the manner in which manufacturer provides the software and systems provided, however, that such modifications and/or changes do not degrade the level of, or have a material adverse impact upon the features and functionality of the Services.

c. EXCEPT AS PROVIDED IN THIS SECTION 6, INVOICE CLOUD AND THE DEVICE MANUFACTURER MAKE

NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND INVOICE CLOUD AND THE DEVICE MANUFACTURER DISCLAIM ANY

WARRANTY OF ANY OTHER KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BILLER AGREES AND ACKNOWLEDGES THAT ALL PRODUCTS AND DEVICES ARE OFFERED AND PROVIDED ON AN “AS IS” BASIS.

d. Responsibilities of Biller. Biller is responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, (ii) confidentiality of each End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and the m anufacturer will have no liability therefore (provided that the manufacturer will use Biller Information only for purposes of this Agreement). Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards and any other best practices available to protect the confidentiality of Biller Data, (iii) protecting the confidentiality of any information stored on Biller’s servers, and (iv) u sing the Services in the manner instructed by Invoice Cloud and the m anufacturer and otherwise in the manner intended.

e. Network Security. Biller shall be solely responsible for ensuring that authorized Biller employees and contractors are not security risks. Upon Invoice Cloud’s request, Biller will promptly provide Invoice Cloud with any information reasonably necessary for Invoice Cloud to evaluate security issues and/or concerns relating to any authorized Biller employee and/or contractor. Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensur e that (a) such party’s use of any network or internet connection is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss, alteration, and/or destruction.

f. Biller shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice. Biller shall not, nor allow any Third Party to, modify, repair, replace, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the devices without Invoice Cloud’s express written consent. Any change of the location of any device may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s thir d-party vendors. At the end of the term, Biller shall be responsible to promptly return all devices, freight prepaid by Invoice Cloud, to Invoice Cloud at the place from which devices was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, and casualty, in respect thereto excepted. Biller shall use each device at all times in a proper, diligent, and workmanlike manner and in such manner as will not damage or injure the device except by the ordinary wear and tear of such device. In the event of damage to any device, Biller shall notify Invoice Cloud who shall replace or repair the device at Biller’s expense.

g. Devices and all parts and components thereof shall retain their character as personal property and all right, title and interest in and to shall not pass to Biller or any third party, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the devices. Biller shall not remove, conceal, or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to any device until and unless such device is purchased, and full payment is made as herein provided. If Biller sells, assigns, pledges, or attempts to sell or assign devices or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of the devices where found and remove and keep or dispose of the same and any unpaid fees shall at once become due and payable by Biller. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of any device(s) or otherwise enforce this Agreement or to collect moneys due hereunder , Biller shall promptly reimburse Invoice Cloud for allexpenses and charges incurred by Invoice Cloud, including reasonable attorney's fees.

6. Kiosks (applicable where kiosks that are provided by Invoice Cloud as designated on the Biller Order Form).

Kiosks (as described in the Biller Order Form) are provided to Biller for use by Invoice Cloud under a license fee provided in the Biller Order Form.

Invoice Cloud provides to Biller the products (as defined below) on a license basis. Biller will be fully responsible for all kiosks including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Biller Terms and Conditions v5.1.2 6

Where Invoice Cloud provides kiosks, the following additional terms apply (with “Products” and “kiosks” in this Section 6 referring to the kiosks and any firmware and software and applicable documentation included with the kiosks and/or Product, as the same may be upgraded, modified, and enhanced from time to time):

a. License. Invoice Cloud grants to Biller a non-exclusive, non-transferrable, non-sublicensable right to use the Products for its Customers during the term of this Agreement, and subject to the terms hereof. The foregoing right includes, without limitation, the right to install and use the Products for purposes reasonably related to the subject matter of this Agreement, including, but not limited to, testing, and staging of the Products. All rights not specifically granted to Biller hereunder are reserved by Invoice Cloud and the kiosk manufacturer. Any and all intellectual property rights to the Products shall belong solely to Invoice Cloud and the manufacturer. Without limiting the generality of the foregoing, delivered Products shall not be (a) copied, distributed, modified, translated, adapted or altered, in part or in whole, in any way or (b) decompiled, disassembled or reverse engineered or unbundled from any product nor may Biller seek, in any manner, to discover, disclose or use any source code, proprietary algorithms, techniques or other Confidential Information contained therein. In addition, Biller may not produce, copy, alter, or modify any of the Products or Product packaging or labeling, or combine Products with any other product or services for sale without prior written consent of Invoice Cloud; such consent may be given or withheld in the sole discretion of Invoice Cloud. Biller shall not erase, remove, cover, deface, obscure, or alter any copyright, trademark, or patent notice, guarantee, or other statement or marking, affixed or applied by Invoice Cloud or the manufacturer on or to either the Products or any other technical or promotional material related to the Products.

b. Manufacturer Limited Warranty. Where Invoice Cloud provides kiosks to Biller (as opposed to Biller contracting directly with a third party for the provision of a kiosk), the manufacturer warrants that the Products provided pursuant to this Agreement will materially perform in accordance with the manufacturer’s published specifications. Warranty service is detailed in Section 6(d) below. Should the Product fail to conform to manufacturer’s specifications, repair parts and replacement P roducts will be furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the Product resulting from accident, disaster, unreasonable use, misuse, abuse, the negligence of Biller or any third party, or non-manufacturer modification of the Product. Invoice Cloud and the manufacturer reserve the right to examine the alleged defective Product to determine whether the warranty is applicable. THE PRODUCTS FROM INVOICE CLOUD ARE PROVIDED STRICTLY “AS IS” AND INVOICE CLOUD AND KIOSK.COM SPECIFICALLY DISCLAIM

ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT

LIMITED TO, WARRANTIES WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF PERFORMANCE OR DEALING.

c. Te
rm and Effect of Termination . Minimum fee charges as provided in the Biller Order Form shall apply from the earlier of four weeks from date of delivery to Biller of each applicable kiosk or the date that the kiosk is operational. Notwithstanding anything to the contrary in the Biller Agreement, and notwithstanding anything to the contrary in any limitation of liability provision in the Biller Agreement, in the event that the Biller Agreement or other agreement between Invoice Cloud and the Biller permits Biller to terminate the Agreement or any order relating to kiosks for the Biller’s convenience, Biller shall pay on the effective date of such termination: (a) all amounts due for the use of and all transaction fees due for use of the kiosks as of the effective date of termination; (b) all amounts that would have been due to Invoice C loud through the end of the later of the term referenced in the Biller Agreement or the term of the kiosks referenced in the Biller Order Form, notwithstanding the termination, based on the minimum transaction fees on the Biller Order Form times the number of months remaining in the term in the Biller Order Form immediately prior to the effective date of termination, (c) all amounts due from Biller to the manufacturer for services or parts procured, and (d) any committed and non-cancellable amounts for equipment, Products or kiosks, purchased by Invoice Cloud as a result of Biller’s order of kiosks.

d. Wa
rranty Service. Service may be obtained as follows under the Advanced Exchange and Field Service Warranty from Kiosk.com:

Adva
nced Exchange and Field Service Warranty provides a factory parts stocking plan with overnight shipping designed to minimize business disruption. The bundled warranty covers replacement of any failed part or workmanship, as well as the Field Service Technician site visit expense to implement the replacement part swap.

Expectations surrounding the scope of the Kiosk.com Advanced Exchange & Field Service Warranty are as follows:

i. Advanced Exchange & Field Service Description

• Phone and Warranty Parts Shipment Support. In the event that there is a warranty or support issue with any Kiosk, please contact Invoice Cloud support. The Exchange Warranty outlined below applies. • If replacement part and/or Field Service Technician is required, Invoice Cloud (through the manufacturer) arranges for overnight shipment of replacement parts and schedules the Kiosk.com Field Technician Visit to arrive (typically within 24 hours of call receipt).
• Service will be provided pursuant to service level provided in the SLA addendum at www.invoicecloud.net/sla • No charge for replacement components to the extent warranted hereunder and subject to the terms and conditions herein.
• Kiosk.com covers inbound and outbound shipping costs for failed/replacement parts except as provided herein. The manufacturer provides the Biller with an RMA number and a pre-paid return shipping label with each replacement component. When the Biller receives the replacement, the failed part is then returned with the Kiosk.com pre-paid label.

ii. Exchange Warranty – Out of Scope Items

• The warranty and support commitments include the original kiosk enclosure and all components as shipped from the manufacturer’s factory but does not include consigned comp onents, any Biller or customer software application, network connectivity service, custom modifications, or changes made to the system, cleaning, installation, or repositioning of any system.

• R
eturned parts with No Defect Found (following the manufacturer failure analysis) will be billed back to the Biller.

No Defect Found fees include reversal of any component credit, any applicable shipping and handling fees, and an hourly RMA diagnostic fee of $125 / hour.

Biller Terms and Conditions v5.1.2 7
• The most common source of No Defect Found parts is component maintenance and cleaning neglect in the field. Biller is responsible for keeping each kiosk clean through occasional wiping down with damp cloth, dusting, etc. • Warranty does not include any customer application software, drivers, or special interface equipment and configuration unless specifically noted in the purchase contract.

• The warranty does not apply to expendable items (i.e., normal wear and tear of external graphics, etc.). Paint damage due to normal wear and tear is not covered under this warranty. Paint damage resulting from manufacturing defects will be covered by this warranty.

• Damage caused by cleaning, neglect, vandalism, physical abuse, or environmental acts of God are not covered under this warranty.

iii. Additional Exchange & Field Service Warranty Terms and Conditions

• Warranty service is guaranteed for 30 days for workmanship after the service is complete. • Replacement components are not guaranteed to be new components and may come from the manufacturer refurbished and tested stock (at the discretion of the manufacturer). • The three-year warranty on part defects is not extended if replacement parts are provided in a maintenance action. • This warranty is voided by misuse, accident, modification, and unsuitable physical or operating environment, improper maintenance by Biller, a Customer or any other third party, or customer’s other service organizations, removal or alteration of part identification, or failure caused by a product or component not supplied by Invoice Cloud or manufacturer, or for which Invoice Cloud or the manufacturer is not responsible, or any modifications or changes to components or to the kiosk without Invoice Cloud’s written approval.
• Requests for optional Hourly Field Service Technician service calls must be received by 1:00 pm MST, Monday through Friday (except national holidays), to be eligible for the next business day site arrival (24-hour) service metric. Technician request calls received after 1:00 pm MST will be scheduled on the following business day. Field service charge is $175 / hour. • Biller will provide onsite contacts for each location. Exceptions to fulfillment of onsite service can include holidays or events that prohibit access to the location.
• Ke ys must be on-site and available prior to the dispatch of a Field Technician. • Payment of out -of-scope service fees is due upon invoice. Invoice Cloud reserves the right to suspend service and support until delinquent account payments are settled in full. Invoice Cloud and the manufacturer shall use reasonable efforts to provide the kiosks in an uninterrupted, continuous fashion. Biller understands and agrees that services may be periodically off line or otherwise inoperable in order for Invoice Cloud or the manufacturer to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time services may not be provided. Biller further understands and agrees that from time to time services may be off line or otherwise inoperable as a result of the failure of products, equipment or services provided to manufacturer by third parties (e.g. public or private telecommunications services or internet nodes or facilities, overall internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, the manufacturer will use commercially reasonable efforts to restore the services in a reasonably prompt fashion. The manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services and modify its software and systems, all of which may result in a change in the manner in which the manufacturer provides the software and systems; provided, however, that such modifications and/or changes will not degrade the level of, or have a material adverse impact upon, the features and functionality of the product or services.

h. Re sponsibilities of Biller.

1. Biller will be responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, and (ii) confidentiality of End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and manufacturer will have no liability therefore. Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards, and any other best practice available to protect the confidentiality of Biller Transmitted Information, (iii) protecting the confidentiality of any information stored on Biller’s servers, and (iv) using the Services in the manner instructed by Invoice Cloud and the manufacturer and otherwise in the manner intended.

2. Biller shall be solely responsible for ensuring that Biller’s employees and contractors are not security risks. Biller will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are suffici ent to ensure that (a) Biller’s use of the Network Connection is secure and is used only for authorized purposes, and (b) Biller’s business records and data are protected against improper access, use, loss, alteration or destruction.

3. Biller shall provide Invoice Cloud or the manufacturer with physical access to the kiosks upon request after reasonable advance notice. Biller shall not, nor allow any third party to, modify, repair, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the kiosks without Invoice Cloud’s or the manufacturer’s express written consent. Any change of the location of the kiosks may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s third-party vendors. At the end of the term, Biller shall be responsible to de-install all kiosks, return all kiosks, freight prepaid by Biller, to Invoice Cloud at the place from which kiosks was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, excepted. Biller shall use and ensure that the kiosks are at all times used in a workmanlike manner and in such manner as will not damage or injure the kiosks except by the ordinary wear and tear of such kiosks. In the event of damage to any kiosks, Biller shall promptly notify Invoice Cloud who shall replace or repair the kiosks at Biller’s expense.

i. Pe rsonal Property of Invoice Cloud. Kiosks and all parts and components thereof shall retain its character as personal property Biller Terms and Conditions v5.1.2 8
and all right, title and interest thereto shall not pass to Biller, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the kiosks. Biller shall not remove, conceal or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to kiosks. If Biller sells, assigns or attempts to sell or assign kiosks or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of kiosks where found and remove and keep or dispose of the same and any unpaid fees including all fees as provided herein and in the Biller Order Form will be due and payable. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of kiosks or otherwise enforce this Agreement or to collect moneys due hereunder, Biller shall pay Invoice Cloud the equivalent of the moneys expended or charges incurred by Invoice Cloud in such behalf, including reasonable attorney's fees.

7. Interactive Voice ResponseFunctionality and Outbound Communications (“IVR”)

a. License. For and in consideration for the payment of all fees and charges paid to Invoice Cloud, as provided in the Biller Order Form, Invoice Cloud hereby licenses to Biller, non-exclusive access to its proprietary IVR for Biller’s internal use only.

b. . Indemnification. Biller agrees it will not use the IVR in any manner, shape or form that violates any local, state or federal law or regulation (including without limitation violations of Fair Debt Collection Practices Act, 15 U.S.C. § 1692 –1692p ) and will defend and hold Invoice Cloud and its licensor harmless from and against any and all claims and will indemnify Invoice Cloud and its licensor against any and all costs, fines, penalties, causes of action, allegations, suits, and claims, including reasonable attorney’s fees and expenses as a result of any act by Biller. Likewise, Invoice Cloud agrees it will not use the design or establish service in any manner, shape or form that results in an intellectual property rights infringement claim by any third party and will hold Biller harmless from any and all claims and will indemnify Biller from and against any and all costs and claims, including reasonable attorney's fees as a result of any third party intellectual property rights infringement claim against Invoice Cloud or its licensor.

c. Legal Compliance. Biller shall comply with all applicable laws, regulations, or other requirements of any governmental authority which relate to or affect this Agreement and the Biller’s performance hereunder. Notwithstanding anything to the contrary in the Biller Agreement and these terms and conditions or other agreement between the parties, Biller shall be responsible for compliance with all applicable laws and regulations related to the call flows, content, prompts, and data flows and the Biller’s benefits and uses of th e IVR, and the instructions and directions in the use of the IVR that it has provided. Although neither Invoice Cloud nor its licensor provides legal advice to Biller, Biller understands and acknowledges and shall comply with all laws, rules, and regulations regarding do not call lists, legal calling times, and dialing cellular numbers, and shall abide by all applicable laws, rules, and regulations while implementing or using IVR.

d. No Warranty. NEITHER INVOICE CLOUD NOR ITS LICENSOR MAKES ANY WARRANTY OR ANY REPRESENTATION,

EXPRESS OR IMPLIED WRITTEN OR ORAL, RELATING TO THE IVR UNDER THIS AGREEMENT OR OTHERWISE INCLUDING BUT

NOT LIMITED TO ANY IMPLIED WARRANTY THAT THE SERVICES ARE FIT FOR ANY PARTICULAR PURPOSES OR OF MERCHANTABILITY, AS THE IVR IS PROVIDED “AS IS”. BILLER AGREES THAT NEITHER INVOICE CLOUD NOR LICENSOR

WARRANTS THE IVR OR ITS SERVICES WILL BE ERROR FREE OR OPERATED UNINTERRUPTED, AND THAT NEITHER INVOICE

CLOUD NOR LICENSOR WILL BE HELD RESPONSIBLE IN ANY MANNER, SHAPE OR FORM FOR ANY FAILURE OF THE IVR OR ITS SERVICES TO PERFORM ANY PARTICULAR FUNCTION. In the event of a breach of this warranty by Invoice Cloud or any licensor, Invoice Cloud will use reasonable efforts to attempt to resume provision of the IVR. Biller acknowledges IVR or its services is provided through telephone and electronic devices and shall not hold Invoice Cloud or any licensor responsible for any failure due to technical or electronic failures. Further, neither Invoice Cloud nor licensor is responsible for any poor result as a result of judgments and choices made by Biller in using any IVR service.

8. Incorporation by Reference into Agreement, Modification. These Biller Terms and Conditions are incorporated by reference into the Agreement and may be modified by Invoice Cloud with effect from the date of posting at www.invoicecloud.com/biller-terms-and-conditions as a result of changes in applicable law, regulatory requirements, PCI -DSS requirements, card network rules, ACH requirements or card association or payment processor requirements.

9. Cal
ifornia Consumer Privacy Act of 2018
All capitalized terms used in this Section 9, not otherwise defined, shall have the meaning established in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”).

Regardless of Biller’s status as a Business, Invoice Cloud is a “Service Provider” pursuant to CCPA. Invoice Cloud’s obligations as a Service Provider include:
a. Invoice Cloud will not Sell Personal Information.
b. Invoice Cloud will not retain, use, or disclose Personal Information for any purpose other than for the specific purpose of prov iding the Service, as set out in the Agreement, or as otherwise permitted by CCPA. c. Invoice Cloud will not retain, use, or disclose Personal Information for any commercial purpose other than providing the Service. d. Invoice Cloud shall provide reasonable assistance to Biller in facilitating compliance with Consumer rights requests. e. Upon direction by Biller, and with a commercially reasonable amount of time, Invoice Cloud shall delete the Personal Information. f. Invoice Cloud shall not be required to delete any of the Personal Information to comply with a Consumer’s request directed by the Biller if it is necessary to maintain such information in accordance with Cal. Civ. Code §1798.105(d). Invoice Cloud shall promptly inform Biller of the exceptions relied upon under §1798.105(d) and Invoice Cloud shall not use the Personal Information retained for any other purpose than provided for by the exception or as otherwise permitted by CCPA. g. Invoice Cloud certifies it understands the prohibitions in this Section 8 and will comply with them. h. If Invoice Cloud, in its sole discretion, uses a Service Provider to provide the Service, Invoice Cloud will enter into written agreements with such Service Providers requiring the Service Provider abide by terms substantially similar to this Section 9.

RFP #07-099 | Payment Gateway and Processor Services
So urce Selection Sensitive © 2024 | I-1
Tab I Competency of Proposers
The City wants to ensure that the successful Consultants has the necessary facilities, ability, experience, and financial resources to provide the services specified herein in a satisfactory and timely manner.

1. Please list and explain any pending bankruptcies, liens, stop payment notices, judgments, lawsuits, foreclosures, and any similar actions filed or resolved in the past seven (7) years.

None pending, filed, or resolved in the past seven (7) years against InvoiceCloud, Inc.

2. Please indicate whether a client has ever terminated a contract with your firm for breach, and if so, please explain.

No client has ever terminated a contract with InvoiceCloud, Inc. for breach.

COUNCIL COMMUNICATION
CC #:
3365
File #:
0800-03
Title:

Power Management Services – Service Agreement
Contact:

Petra Wallace 916-774-5510 [email protected]

Meeting Date: 6/5/2024
Item #: 6.18.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize the City Manager to execute a five-year Service Agreement with Alliance for Cooperative Energy Services Power Marketing LLC (ACES) effective January 1, 2025, through December 31, 2029.

BACKGROUND
Power management services are a key component of Roseville’s power supply, energy risk management, and play a critical role in controlling the utility’s power supply costs. The services included are day-ahead through real-time scheduling and trading, generation economic dispatch, natural gas nomination and management, credit evaluation and control, master agreement contract negotiation and support, risk management modeling and reporting, and settlements validation.

Since 2006, Roseville has consistently relied on ACES for these services.

In order to survey the market and enhance the services the City receives, Roseville issued a Request for Proposals (RFP) for power management services in December 2023. In addition to the current services the City receives, the RFP required several additional services, including:
•

New data requirements
•

New requirements for following and analyzing emerging energy markets •

Updates to our power supply portfolio and risk policies •

Greater detail and scope on key services
•

Updated legal language
The City received four competitive proposals. After evaluating the proposals and conducting interviews, staff recommends executing a new service agreement with the current provider. ACES demonstrated the greatest depth of understanding of Roseville’s requirements and was consistently strong across all elements of the required and supplemental services.

The new service agreement will take effect on January 1, 2025, and replaces the existing agreement and extension. The cost for calendar year 2025 is $1,170,000 with a 3.5% annual escalator each year thereafter, through the contract term ending December 31, 2029.

FISCAL IMPACT
The cost of ACES services is $1,170,000 for 2025, and for each subsequent year the cost will escalate by 3.5%. Funding for the services is included in the proposed FY2024-25 Electric Department budget in the Electric Fund. Funding for future years will be included in the Electric Department's respective budgets, and is contingent on City Council approval.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of this agreement meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world

Respectfully Submitted,
Petra Wallace, Power Supply and Portfolio Administrator Dan Beans, Electric Utility Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-169
Aces Service Agreement (ACES signature) new
RESOLUTION NO. 24-169

APPROVING A SERVICE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE

AND ALLIANCE FOR COOPERATIVE ENERGY SERVICES POWER MARKETING LLC,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Service Agreement between Alliance for Cooperative Energy Services Power Marketing LLC and the City of Roseville, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk
Service Agreement
Between
Alliance for Cooperative Energy Services Power Marketing LLC And
City of Roseville, California

This Service Agreement (“SA” or “Agreement”) entered into this 1st day of June 2024 (the “Effective Date”) is between Alliance for Cooperative Energy Services Power Marketing LLC (“ACES”) and the City of Roseville (“Roseville”), a California municipal corporation, each individually a “Party” or collectively the “Parties.”

Recitals

WHEREAS, Roseville desires to have ACES perform certain energy services for Roseville; and

WHEREAS, ACES is in the business of providing energy risk management and trade execution services “as agent” for clients.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1
Services; Term; Obligations

1.1 Services: ACES, as agent, representative, and provider for Roseville shall be responsible for providing those Services described and defined in Exhibit A to the extent that the box next to each desired service on such Exhibit is checked and such Exhibit is executed by Roseville. All Services provided by ACES, whether herein enumerated or performed on a gratuitous basis, shall be deemed performed under the terms and conditions of this Agreement.

1.2 Term: The “Initial Term” of this SA shall be five (5) years commencing on January 1, 2025 and ending on December 31, 2029. Thereafter, the term shall continue for additional one (1) year terms (each such term is an “Additional Term”) (Initial Terms and Additional Terms are both hereinafter “Terms”). After the Initial Term and during any Additional Term, ACES may terminate this Agreement with one (1) year’s advanced written notice to Roseville, provided the termination occurs at the end of an Additiona l Term. Similarly, after the Initial Term and during any Additional Term, Roseville may terminate this Agreement with one hundred eighty (180) day’s advanced written notice, provided the termination occurs at the end of an Additional Term. Any terminati on notice may be rescinded by mutual agreement prior to the effective termination date.

1.3 Designation of ACES as Agent: Roseville designates ACES as its exclusive agent and representative to perform the Services selected by Roseville on Exhibit A pursuant to the trading controls, processes, and procedures est ablished by the Parties. As Roseville’s 2 agent, ACES shall act in conformity with the instructions established and agreed upon with Roseville. The Parties agree that Roseville shall not perform any of the Services on its own or utilize any other agent for the performance of the Services unless and until Roseville formally notifies ACES in writing to the contrary with respect to specific transactions or classes of transactions. ACES recognize s that the Northern California Power Agency (NCPA) does perform scheduling services on Roseville’s behalf.

1.4 Coordination: While acting on behalf of Roseville, ACES shall coordinate its activities, as necessary and as requested by Roseville, with any third parties with whom such coordination is reasonably required.

Article 2
Consideration; Payments

2.1 Consideration; Payments : As consideration for the Services performed by ACES for Roseville, Roseville shall pay the fees established in the attached Exhibit A. All payments by Roseville to ACES pursuant to such Exhibit A, or otherwise, shall be through electronic payments in immediately available funds to ACES’ account in a financial institution or other entity designated by ACES in writing. All payments to ACES shall be submitted via ACH or wire transfer to:

ACH Instructions
Company Name: Alliance for Cooperative Energy Services Power Marketing LLC Account #: 8666823358
Bank Routing #: 071000039
Bank Name: Bank of America
Bank Address: Chicago, Illinois

Wire Instructions (Please use ACH if possible)
Company Name: Alliance for Cooperative Energy Services Power Marketing LLC Account #: 8666823358
Bank Routing #: 026009593
Bank Name: Bank of America
Bank Address: New York, New York
Swift: BOFAUS3N

2.2 Failure to Pay: Notwithstanding anything to the contrary in Article 4.2, Roseville’s failure to make payments due hereunder shall be considered a default, and in the event such default is not cured within fifteen (15) days following notice by ACES, ACES may terminate this SA and all Services provided for herein.

2.3 Late Payments: Any payment that is not received by ACES on or before the date required shall incur a monthly late fee calculated on the total outstanding balance due at an interest rate equal to the prime rate (as published in the Wall Street Journal) plus two percentage points (2%) beginning the fifth day following the due date.

3 Article 3
Confidentiality

3.1 Confidentiality: The Parties acknowledge that certain information and materials exchanged during the term of this Agreement contain proprietary and confidential information (“Confidential Information”) of the disclosing Party. Confidential Information shall specifically include, but not be limited to, any information disclosed in written form and clearly marked “Confidential”. The receiving Party agrees that such Confidential Information shall be held confidential, to the extent permitted by law, unde r the same safeguards as it treats its own confidential information and that it will not use, copy or disclose the Confidential Information other than for the sole purpose of supporting or performing the Services in connection with this Agreement. The Confidential Information may be disclosed to officers, directors, employees, agents, representatives or consultants (who shall agree to be bound by the terms of this Article 3.1) of the receiving Party on a need to know basis and shall not be disclosed to any third party without first having obtained the written permission of the disclosing Party. Confidential Information shall specifically exclude any information which the receiving Party can show (a) was known to or was independently developed by the receiv ing Party without access to or use of the Confidential Information of the disclosing Party, (b) was disclosed to the receiving Party in good faith by a third party who had the right to make such disclosure, (c) was made public by the disclosing Party, or was established to be part of the public domain other than as a consequence of a breach of the Agreement by the receiving Party, or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information as show n by documents and other competent evidence in the receiving Party's possession. If the receiving Party is requested or required by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, regulatory pr oceeding or similar legal or regulatory process to disclose any Confidential Information supplied to the receiving Party by the disclosing Party, the receiving Party shall provide the disclosing Party with prompt notice of such request(s) so that the discl osing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. However, disclosure pursuant to a legal order shall not constitute a breach of this Article 3.1.

Notwithstanding the foregoing, Roseville may disclose Confidential Information, which Roseville determines, at its sole discretion, is subject to a valid California Government Code section 6250 et seq public records act request and not subject to any exemptions from disclosure (e.g., exemption for trade secrets). Furthermore, Roseville may disclose Confidential Information, which it determines is necessary for disclosure for purposes of publicly informing its City Council and/or other City officials.

Roseville has a Non-Disclosure Agreement (“NDA”) with the Northern California Power Agency (NCPA) dated May 9, 2013, which provides access to Confidential Information.

As Roseville’s Power Management Services Provider, ACES staff that ha ve access to Confidential Information from NCPA will need to execute and agree to comply with the provisions of that NDA.
4 3.2 Proprietary Rights: All tangible material (“Material”) created or delivered by Roseville to ACES pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, ACES hereby assigns to Roseville an exclusive license to use, in all Material created by ACES in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained.

Unless specifically agreed to in writing by the parties to this Agreement, all Material furnished by ACES is, and shall remain, the property of Roseville. Despite the foregoing, Roseville acknowledges and agrees that all rights, title, and interest in and to all models, tools, systems, or processes used or developed exclusively by ACES in the course of providing Services pursuant to this Agreement, including, but not limited to, patent rights, trade secrets, mask works, and copyrights, shall remain exclusively with ACES without further consideration; provided that Roseville may retain and use a copy of any studies, reports, and analyses for its sole use.

3.3 Use of Confidential Information: Roseville shall not utilize any of ACES’ confidential information for the purpose of competition with ACES.

Article 4
Default

4.1 Default by ACES: In the event ACES fails to substantially fulfill any obligations as set forth herein, and upon delivery of written notice by Roseville to ACES, ACES shall within fifteen (15) days from receipt of such notice cure such default. In the event ACES is unable to cure such default, and the default is not caused by Force Majeure as described in Article

4.3 herein, Roseville may, after submitting the matter to dispute resolution pursuant to Article 5 and receiving a determination of its right to do so, terminate this SA. Roseville shall continue to make payments then due or becoming due with respect to performance prior to the date of termination.

4.2 Default by Roseville: In the event Roseville fails to substantially fulfill any obligations as set forth herein, and upon delivery of written notice by ACES to Roseville, Roseville shall within fifteen (15) days from receipt of such notice cure such default. In the event that Roseville is unable to cure such default, and the default is not caused by Force Majeure as described in Article 4.3 herein, or by a failure to pay as described in Article 2.2, ACES may, after submitting the matter to dispute resolution pursuant to Article 5 and receiving a determination of its right to do so, terminate this SA. Roseville shall continue to make payments then due or becoming due with respect to performance prior to the date of termination.

4.3 Force Majeure: Neither Party shall be considered to have defaulted in performance of any obligations hereunder if failure of performance is due to an event of Force Majeure. The 5 term “Force Majeure” shall mean any cause reasonably beyond the control of the entity affected, including, but not limited to, the failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war or riot, terrorist act, civil disturbance, labor dispute, sabotage, restraint by Court order or public authority, or inability to obtain necessary licenses or permits. Nothing herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. The Party a ffected by the event of Force Majeure shall provide the other Party with written notice setting forth full details thereof as soon as practicable after the occurrence of such event and shall take all reasonable measures to mitigate or minimize the effects of Force Majeure. Economic hardship of either Party shall not constitute Force Majeure under this SA. Failure of a third party to provide Services as contracted by either Party herein shall constitute Force Majeure for the purpose of this SA only if such failure is caused by Force Majeure as defined in the relevant contract between the third party and the Party claiming Force Majeure.

Article 5
Dispute Resolution

5.1 Dispute Resolution: In the event of a dispute between the Parties arising from this SA, the Parties shall act in good faith to seek resolution of any dispute arising hereunder through negotiation. If the dispute cannot be settled through such negotiations, then an officer representing each Party must personally in good faith seek to resolve the dispute through negotiation one with the other before resorting to any other dispute resolution procedure.

Should the Parties be unable to resolve the dispute t hrough the methods set forth above, then the Parties shall refer such dispute to binding arbitration under the rules of the American Arbitration Association (“AAA”) and as set forth herein. The arbitrator shall not have been previously employed by or had a ny business or social relationship with either Party or its counsel and shall not bear any direct or indirect interest in either Party or its affiliates or customers, or in the subject matter of the arbitration. The arbitrator shall either be: (i) mutually agreed by the Parties within fifteen (15) days from receipt of written notice from the Party requesting arbitration; or (ii) failing such agreement, selected under the expedited rules of the AAA. The arbitration shall be held in alternating locations of t he home offices of ACES and Roseville, commencing with ACES’ office. Either Party may initiate arbitration by written notice to the other Party, and the arbitration shall be conducted according to the following (i) not later than seven (7) days prior to th e hearing date set by the arbitrator, each Party shall submit a brief with a single proposal for settlement; (ii) the hearing shall be conducted on a confidential basis; (iii) the arbitrator shall provide a brief written summary of the reasons for the decision; (iv) each Party shall divide equally the cost of the arbitrator and the hearing and each Party shall be responsible for its own expenses and those of its counsel and representatives; (v) evidence concerning the financial position or organizational make-up of the Parties, any offer made in settlement or the details of any negotiation of the dispute prior to arbitration, and the cost to the Parties of their representatives and counsel shall not be admissible; and (vi) free and open discovery shall be permitted, the scope of which shall not be more restrictive than provided for in the Federal Rules of Civil Procedure. The determination of the arbitrator shall be rendered within forty-five (45) days after the arbitration.

6 Article 6
Records

6.1 Records: Each Party shall maintain, for a period of two years, accurate transaction records hereunder and shall make available to the other Party, upon written request and reasonable notice, such retained transaction records as may be necessary for the purpose of ascertaining the accuracy of any invoiced statements of charges submitted hereunder.

Article 7
Limitation of Liability

7.1 Limitation of Liability: Each Party shall release and hold harmless the other Party from and against any and all liability, loss or damages arising or alleged to arise from, or incident to, or in connection with the provision of Services under this SA, however, if Roseville incurs any liability, loss or damages resulting from the gross negligence or willful misconduct of ACES, then ACES shall pay to Roseville the amount of such liability, loss, damages and expense as limited below by paragraph 7.2. In no event shall ACES be responsible for any actions taken by any of Roseville’s suppliers or by any security coordinators, including, but not limited to, curtailment of supply, curtailment of delivery, replacement pricing, and energy or power imbalance.

7.2 Limitation on Damages : NEITHER PARTY HERETO SHALL BE LIABLE TO THE

OTHER PARTY UNDER THIS SA FOR ANY DAMAGES OTHER THAN DIRECT

ACTUAL DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF A PARTY. IN ALL INSTANCES SUCH DAMAGES

SHALL BE LIMITED IN TOTAL TO ONE MIL LION DOLLARS IN THE YEAR OF THE ALLEGED BREACH OR LOSS. SUCH DIRECT ACTUAL DAMAGES SHALL

BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER

PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,

PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS, LOST

OPPORTUNITY COSTS, OR OTHER BUSINESS INTERRUPTION DAMAGES, BY

STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS

IMPOSED HEREIN ON REMEDIES AND THE MEASURE OF DAMAGES BE

WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,

INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

7.3 Indemnification: Notwithstanding the foregoing Sections 7.1 and 7.2, each Party shall hold the other Party harmless as follows: Indemnitor shall defend, indemnify, and save and hold harmless the indemnity, its officers, agents and employees from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of indemnitor's wil lful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created 7 by this Agreement, except those matters arising from indemnitee’s negligence.

7.4 Insurance: ACES agrees to maintain in full force and effect the following policies of insurance during the term of this Agreement.

COVERAGE LIMITS OF LIABILITY

Workers Compensation Statutory

Commercial General Liability Bodily Injury:
$2,000,000 each occurrence
$4,000,000 aggregate
Personal Injury:
$2,000,000 each occurrence
$4,000,000 aggregate

Automobile liability including Bodily Injury:
endorsements for owned, $1,000,000 combined single
hired and non-owned vehicles

ACES shall submit a certificate evidencing such coverage in a form satisfactory to the City Attorney of Roseville, prior to undertaking any work hereunder. A separate endorsement form showing City of Roseville, its officers, agents and employees as additional insureds, except for Workers’ Compensation and Professional Liability shall also be provided. Such insurance shall specifically cover the contractual liability of ACES. The coverage shall be primary as to such additional insureds and no coverage of the Roseville shall be called upon to contribute to a loss. Said certificates shall provide written notice to Roseville prior to cancellatio n or adverse modification of any insurance required by this Agreement.

ACES shall furnish a certificate for the period covered by the agreement. Any insurance written on a claims made basis is subject to the approval of the City Attorney. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve ACES of liability in excess of such coverage, nor shall it preclude Roseville from taking such other actions as are available to it under any other provisions of this Agreement or law.

Article 8
Miscellaneous

8.1 Notices: Any notice, request, consent, or other communication permitted or required by this SA, shall be given to the Parties in writing and addressed as follows:

To Roseville: Electric Utility Director
Roseville Electric
2090 Hilltop Circle
Roseville, CA 95747
Telephone: (916) 774-5636
Facsimile: (916) 774-5583
8 To ACES: David Claspell
Senior Vice President & CFO
Alliance for Cooperative Energy Services Power Marketing LLC 4140 West 99th Street
Carmel, Indiana 46032
Telephone: (317) 344-7000

8.2 Binding Effect: This SA shall become binding upon the Parties upon the Effective Date.

8.3 Successors and Assigns: This SA shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns; provided, however, that this SA shall not be assigned, wholly or in part, by either Party without the prior written consent of the other Party.

8.4 Claims: All claims relating to, or arising out of this Agreement shall be brought within one year of the completion of the service or such claims shall be waived.

8.5 Entire Agreement: This SA and the attached Exhibit A set forth the entire agreement of the Parties and may not be amended except in writing signed by the Parties. This SA and all referenced exhibits sets forth the entire agreement between the parties as to the subject matter of this SA and supersedes all prior agreements, commitments, representations, writings and discussions betwee n the Parties, whether written or oral, with respect to the subject matter hereof.

8.6 Governing Law: This SA and the rights and duties arising out of this SA shall be governed by and construed, enforced, and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

8.7 Certain Warranties: Each Party represents and warrants to the other Party that it is and will remain duly organized, validly existing, and in good standing under the laws of the state of its organization throughout the term of this SA, and that the execution, delivery and pe rformance of this SA are within its powers, have been duly authorized by all necessary action, and do not violate any of the terms or conditions in its governing documents or applicable laws.

8.8 Publicity: The Parties agree that neither Party shall issue or release for external publication any press release, article, advertising or other publicity matter in any form (including print, electronic, or interview) relating to the Services or this Agreement, with out the mutual consent of the other Party.

IN WITNESS WHEREOF, the parties have caused this SA to be executed and delivered by their respective duly authorized officers as of the date first written above. 9 ALLIANCE FOR COOPERATIVE CITY OF ROSEVILLE, a
ENERGY SERVICES POWER municipal corporation

MARKETING LLC

By: By:

Name: Michael Thomas Steffes Name:

Title: President & CEO Title:

10 EXHIBIT A – ACES Services

This Exhibit A dated as of June 5, 2024, is hereby incorporated into the Service Agreement between Customer and ACES and together constitute the understanding of the Parties with regard to the Services. Customer hereby indicates, by checking the appropriate boxes, the Services ACES will provide for Customer. Customer and ACES may agree to amend this Exhibit A, from time to time, to conform to the needs of Customer and the Services provided by ACES. Customer and ACES shall cooperate and provide sufficient notice of any pending change in the Services selected by Customer or provided by ACES. Notwithstan ding anything to the contrary herein, the designation of ACES as Customer’s agent and representative to perform the Services shall at all times be pursuant to, subject to, and only to the extent authorized by the Customer.

I. Trading and Counterparty Controls and Risk Policies:

A. Credit

1) Credit Analysis and Counterparty Monitoring: ACES will analyze and monitor the on-going financial viability of the Customer’s power, natural gas, financial, emission allowance, and coal counterparties and any other counterparties upon request.

2) Credit Exposure Monitoring and Management: ACES will provide counterparty credit exposure monitoring; and collateral management services consistent with approved credit limits in accordance with either a Customer’s credit policy or a procedure that is mutually agreed to by the parties. On a daily business day basis, a Combined Credit Exposure Report and a Threshold Report will be posted to the Customer Only Website. Periodically, ACES’ Recommended Trading Restriction Report will be sent to selected Custome r staff via email and posted to the Customer Only Website. Coal and emission allowance trading counterparties may be added at the Customer’s request.

3) Credit Negotiations: ACES, as Customer’s agent, shall negotiate or assist in the negotiation of credit terms included in standardized or structured contracts with the exception of negotiating with other ACES clients (due to a conflict of interest).

ACES will serve as an act ive advocate of the Customer in the credit community including contact coordinated with the Customer: counterparties, ISO/RTOs, credit rating agencies, energy credit risk management associations/coalitions, lenders and regulatory bodies, etc.

4) Credit Reports: On a daily business day basis, a business/news email will be distributed to selected Customer staff. On a monthly basis, a report on bond spreads and credit default swaps will be distributed to selected Customer staff.

Every 6 months, or more often if sp ecifically requested by Customer, a Capital Adequacy Report will be distributed to selected Customer staff.

11 5) ISO/RTO Credit Monitoring Service: ACES will sit in on all credit -related ISO/RTO meetings that ACES’ Customers participate in, either in person or via conference call. ACES will periodically distribute to selected Customer staff a report on the activities and/or issues pertaining to each of these meetings, whenever they may take place.

B. Contracts

1) Master Agreement Negotiations: ACES, as Customer’s agent, will negotiate or assist in the negotiation of provisions between Customers and counterparties for standardized energy contracts with the exception of negotiating with other ACES clients (due to a conflict of interest). However, when negotiating standardized energy contracts between ACES clients, ACES will facilitate and offer explanation of provisions for both parties. ACES will administer the process from initiation to contract execution on a tim ely basis, and provide periodic status reports as requested by Customer. Within this service, ACES facilitates the establishment of Customer brokerage and NYMEX accounts.

2) Emissions Allowances and Renewable Energy Credits Agreement Negotiations: ACES, as Customer’s agent, will negotiate or assist in the negotiation of provisions between Customers and counterparties for emissions allowances and renewable energy credits contracts with the exception of negotiating with other ACES clients (due to a conflict of interest). However, when negotiating these environmental contracts between ACES clients, AC ES will facilitate and offer explanation of provisions for both parties. ACES will administer the process from initiation to contract execution on a timely basis, and provide periodic status reports as requested by Customer.

3) Contract Administration – Agreements: ACES will administer the terms of power, natural gas, financial derivative, emissions, and renewable contracts. Such administration includes developing procedures to ensure appropriate oversight and administration of the following provisions: contract e xecution, modification and termination, authorized signatories, default, assignments, and notices.

4) Contract Monitoring – Agreements: ACES will monitor agreements for compliance with ACES delegated trading activities. This includes oversight and procedures for entering commercial provisions into ACES’ risk system, confirmation processes, notifying traders of contractual relationships, and monitoring/mitigating and reporting trading violations of commercial contract terms.

5) Structured/Customized Contract Evaluations: ACES, at the request of the Customer, evaluates structured/customized contracts in their entirety including:
pricing, delivery terms, contract flexibility, missing provisions, legal provisions, etc.

12 6) Contract Service – RTO Applications: ACES, at the request of Customer, will initiate the RTO application process. This service will include initiating and completing, with Customer’s assistance, the necessary forms and filing the application with the applicable RTO. ACES will also provide any necessary follow-up with the RTO until the application is approved and the ACES Customer is granted market participation status.

C. Trading Control

1) Trade Capture and Validation: ACES will capture all transactions executed by Customer as requested. In addition ACES will review all transactions captured in the ACES risk management systems to ensure the transactions are captured completely, accurately, and timely. ACES will perfor m various tasks to validate the accuracy of the transactions captured in the risk system. These validation processes include transaction confirmations and reconciliations to external transaction sources.

2) Policy Compliance Monitoring: ACES’ Trading Control Department will monitor all trading activity for compliance with both the Customer’s trading authority policy and the internal ACES Trading Authority Policy. Exceptions to the trading authority policies are reported to ACES’ Risk Management Committee (“RMC”). The ACES RMC determines the appropriate disciplinary action for all violations by ACES’ personnel in accordance with ACES’ Trading Sanctions Policy. ACES’ Trading Control Department will also monit or a Customer’s compliance with its hedge policy in coordination with the ACES Structuring department via its monthly portfolio modeling reports.

3) Forward Curve Reporting: ACES Trading Control Department will post on the ACES Portal on a daily basis forward price curves for various commodities and products, such as power, capacity, natural gas, heating oil, crude oil, coal, emissions and renewable energy, as well as forwa rd curves for interest rates and inflation rates. ACES Trading Control Department will also report forward volatility information for power and natural gas.

4) Mark-to-Market Valuation and Reporting: ACES will mark -to-market its Customers’ forward transactions on a daily basis. The mark-to-market gain/loss (mark-to-market exposure) of forward positions is a component of the total credit exposure Customer has with each of its counterparties. Mark -to-Market Reports will post to the ACES Portal on a daily basis.

5) Transaction Reporting: ACES will prepare various transaction reports regularly and post such to the ACES Portal or provide them directly to the Customer. Other customized reports will be prepared at Customer’s request and, at ACES’ option, at Customer’s cost.

13 D. Risk Management and Training

1) Risk Management Policy Development: ACES will assist and facilitate the process of policy development for Customer. Policies include: energy risk management, credit, trading authority, trading sanction, and hedging. The overall development process involves various ACES groups.

2) Education and Training (within limits): ACES offers both on-line and in-person training and education for various risk management, compliance, and personal development subject areas suitable for Board Directors, Executive Management and Staff. ACES maintains a Learning Management System (“LMS”) whic h has dozens of courses available to assist Customer in their training and certification needs (i.e. NERC system operators, CPA’s, PE’s). Additionally, Customer may use the LMS to host its own training needs and ACES shall consult and assist Customer, within reason, for the development of training and use of the LMS. Use of the LMS requires the Customer to sign an additional letter agreement stating Customer shall abide by terms of ACES’ LMS vendor agreement and pay for users that exceed a predetermined number. Furthermore, ACES will offer the Customer one free customized in-person training course per year.

E. Regulatory and Market Development Participation

1) State Regulatory Participation: At the request of Customer, ACES and Customer will design a customized program for ACES to participate, at Customer’s direction, in regulatory proceedings, rate cases, etc. ACES will bill these services at hourly consulting rates.

2) Legislative Initiative Participation: ACES will participate in Federal, Regional, State and Local proceedings that represent Customer’s interests for coal transportation and/or environmental management.

3) Regulatory and Market Development Participation: ACES will participate, on behalf of Customer, in the rules making process with existing and emerging RTO’s/ISO’s and other regulatory bodies that implement market development rules. Committee representations range from credit issues to treatment of grandfathered transmission agreements. The following services are provided:
develop a Customer strategy to address key ISO/RTO, regional reliability organization, NAESB, and other regulatory committees or worki ng groups; establish issues -based coverage and provide a structured approach to analyzing regulatory issues and their impacts on Customer portfolios; establish proxy voting rights on behalf of Customer as appropriate.

F. Electric Reliability Organization (“ERO”) Compliance Consulting

1) Reliability Compliance Consulting: ACES will serve as an information broker, advisor, and provider of training through the creation of individual Customer 14 relationships and the formation of a Customer ERO compliance working group.

ACES will conduct its work through identification and prioritization of ERO issues. Other work products include: filtering and proactive dissemination of relevant information from NERC/FERC/regional reliability organization, proactive lobbying efforts, est ablishing a communication method among Customers for sharing information and questions, creating forums for Customer - to-Customer communications, hosting relevant workshops and webi nars, coordinating and advocating NERC standards drafting among ACES Customers and providing a conduit for submitting questions to FERC, NERC, and regional reliability organizations - including interpretation and applicability of Standards/Requirements. Additionally, ACES will support ERO compliance training needs of Customers by: developing on-line training addressing culture-of- compliance issues, general power industry topics, assisting Customers with developing NERC-compliant training plans, assisting Customers with developing CEH-eligible training courses, and sharing training among Customers. Additional work products and training requested by Customers may be performed, but may be subject to additional consulting fees.

2) Delegated Electric Reliability Standard Compliance: For those operations where ACES directly fulfills required functions for which a Customer is registered to comply with a reliability standard promulgated by either the North American Electric Reliability Corporation or one of the regional reliability org anizations, ACES will ensure that ACES’ activities on behalf of Customer are in compliance with the electric reliability standards requirements formally delegated in writing to ACES. For those operations that do not require ACES to fulfill reliability functions, ACES and the Customer will execute a “no -delegation” agreement formalizing the understanding in writing.

G. Compliance Services Associated with Financial Transactions and Dodd Frank Physical Trade Options

1) Compliance Services Associated with Financial Transactions and Dodd Frank Physical Trade Options: Compliance services associated with ACES executed financial transactions and Dodd Frank physical trade options can include:
classifications of transactions, counterparties, and Customer; capture of unique identifiers; reporting party agreements; negotiati on of master agreement amendments; swap data regulatory recordkeeping; monitoring of positions and transactions, including large trader monitoring as well as ICE and CME/NYMEX exchange limits; data verifications and reconciliations with counterparties and swap data repositories; providing Customer notifications, representations, and elections to counterparties; preparing regulatory forms for submission to CFTC and/or swap data repositories; and preparing responses to Dodd-Frank related data requests, if any. Compliance services may also be performed associated with Customer executed transactions, if requested.

15 II. Portfolio Strategy and Management:

The Portfolio Strategy and Management Services will be performed pursuant to the trading controls, processes, or procedures established by the Parties. By checking a box under this Section II - Portfolio Strategy and Management, Customer hereby grants ACES authority to act and make decisions on behalf of Customer (both according to the Risk Controls established between ACES and Customer, and consistent with the underlying contracts between Customer and the Customer’s counterparties) and to perform the selected Services pursuant to the following designation of authority to ACES:

(a) The planning, negotiating, purchasing, and selling of electric power and energy or any natural gas that is authorized to be purchased and/or sold by ACES;

(b) The entering into, making, executing, delivering, and performing such necessary and proper agreements, writings, or other things that may be necessary or proper to be entered into, made, executed, delivered, or performed;

(c) The utilization of any other agent or broker ACES may deem necessary or desirable for the purpose of purchasing and selling any electric power and energy or natural gas that is authorized to be purchased and sold by indication in the boxes in this Section II;

(d) The buying or arranging of natural gas transportation services or capacity in order to effectuate delivery or sale, from a receipt or delivery point to or from Customer’s facility, of natural gas that is authorized to be purchased and sold by ACES; and

(e) The negotiation and resolution of any errors or disputes which may arise in the normal course of business between ACES and any agent, broker, or entity counterparty as a result of this Agreement, provided that any disputes shall not be settled without the prior consent of Customer.

Some services under this Section II may be performed using CFTC jurisdictional transactions which may include, but not be limited to:

• Futures and other Exchange-traded Transactions;
• Swaps: Over the Counter (“OTC”) financial swaps, OTC financial swaptions, OTC financial commodity options; and
• Physical Trade Options: A Physical Trade Option is defined as a commodity option purchased by a commercial party that, upon exercise, results in the sale of a physical commodity for immediate (spot) or deferred (forward) shipment or delivery. Common examples may include heat rate call options (with no forward component, such as capacity), or day-ahead fixed strike price call or put options.

Where Customer agrees to grant ACES authority to perform CFTC jurisdictional transactions, Customer shall so designate by checking the box indicating that “ Customer authorizes the use of CFTC jurisdictional transactions.” directly under that Service description. Alternatively, Customer may designate that is does not authorize the use of CFTC jurisdictional transactions in 16 providing the Service by checking the box indicating that “ Customer does not authorize the use of CFTC jurisdictional transactions”.

A. Long-term Portfolio Strategy

1) Portfolio Strategy and Analysis : ACES will provide Customer with energy portfolio risk analytics, utilizing ACES’ Portfolio Model or other analysis methods, to derive products and strategies that support risk mitigation or opportunities for portfolio composition changes. Portfolio strategies require documentation and analysis that support them, along with an action plan for managing the collective energy risks of Customer. ACES will work with Customer to develop requirements consistent with the risk tolerance and reporting needs of Customer, and provide supporting analysis and recommendation reports utilizing the market experience and knowledge of ACES. ACES will also oversee the coordination of various functions for an action plan and execution strategy, consistent with instructions provided by Customer. ACES will perform this Service based on the time horizon and responsibilities it has been granted by Customer. Portfolio products may include capacity, energy, ancillary services, natural gas, coal, heating oil, financial transmission rights (“FTRs”) or other congestion management products, transmission positions, renewable energy credits (“RECs”), emissions allowances, load management operations or other physical or financial products that may address a portfolio risk for Customer. The term will cover the four (4) months to twenty (20) years forward or greater, depending on Customer risk tolerance or instruction. Customer’s internal risk management function approves spe cific recommendations and risk tolerance and ACES may be delegated responsibility to execute and administer the strategies in the short -term, mid -term, and long -term markets in accordance with the established Risk Controls.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

2) Origination (4 months to 20 years): ACES will find, negotiate, price, structure and execute transactions for seasonal to long -term over -the-counter products intended to enhance the Customer portfolio power supply or hedge position.

Transactions are subject to specific delegations given to ACES by the Customer (generally for 1 month to 20 year forward contracts). In this context, Origination services:

 Deliver structured or longer-term power market products and hedges;  Maintain commercial relationships with existing and potential market counterparties such as banks and other utilities;
 Engage market counterparties for specific deal negotiation and execution;  Make pricing evaluations of potential product or asset opportunities from a market-comparable perspective;
17  Coordinate application of originated products in context of the overall Customer portfolio management;
 Employ both financially -settled and physical delivery wholesale products for power and generation fuels;
 Provide collaborative commercial advice to Customer for counterparty and product choices; and
 Provide market intelligence and analysis on issues impacting energy markets and counterparties.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

3) Emissions Allowances, Carbon and R enewable Strategy, Analysis and Transactions: ACES will provide emissions, carbon and renewable energy risk management including strategy and transaction services. ACES will assist Customer in meeting requirements for Federal or State mandatory Renewable Portfolio Standards (“RPS”), emission and car bon requirements. ACES will also provide similar services for voluntary renewable strategies or transactions. Transactions will be based on ACES’ delegated trading authority pursuant to the Risk Controls and consistent with the overall emissions, carbon an d renewable execution strategies developed for and approved by each Customer.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

4) Standard Portfolio Modeling and Risk Analytics: ACES will provide portfolio modeling as a service designed to provide the Customer with quantitative analysis on key power supply risks and cost variables that impact their specific portfolio of assets, contracts and load. The focus will be on analysis of month-ahead to five year future time horizons, corresponding to wholesale market liquidity in traded hedge products and defined Customer risk/hedging policies. The modeling will provide risk analytics and quantification intended to:

• Identify risk exposure of Customer power supply portfolio to normal market variation and to stress events;
• Support Customer risk reporting responsibilities;
• Assist Portfolio Strategy in determining the economic fit and fundamental value for various portfolio hedge products;
• Demonstrate cost and risk tradeoffs associated with hedging strategies; • Support measuring cost uncertainties around the portfolio; • Assist Portfolio Strategy in determining fundamental power supply asset valuation components (modeling longer -term cash flows and using stochastic methods); and
18 • Assist in providing metrics to support Customer management within their risk tolerances.

Portfolio Model Reporting is intended to be delivered with a mutually agreed routine reporting frequency (example: monthly or quarterly) to account for market and portfolio changes. Reporting output and timing has a dependency on Customer input parameters. ACES will provide written reports with analysis, information, evaluations, data, and risk metrics designed to meet Customer’s needs.

5) Long-Term Generation and Transmission Planning Studies: On a project - request basis, ACES will provide evaluations and risk analytics for long -term generation and transmission studies that may benefit from the use of fundamental power production simulation modeling and resulting locational marginal price and congestion forecasts.

B. Short-term Portfolio Management

1) Portfolio Management (Intraday to 4 months): ACES will initiate and execute short-term trading and operating strategies designed to optimize Customer’s portfolio and within the authority and responsibility delegations given to ACES by Customer through the Risk Controls. This Service may include the optimization of contracts, generating assets, and power market activity in either the traditional physical markets or in the ISO structured markets. ACES will actively manage the supply and demand balance to mi nimize hourly deviations and limit market price risk to the portfolio. By selecting this Service, Customer hereby grants ACES authority to act and make decisions on behalf of Customer (both according to the delegated authority established between ACES and Customer, and consistent with the underlying contracts between Customer and its counterparties), as its agent, to sell the short -term energy and ancillary services made available pursuant to this Agreement and to purchase short -term energy on behalf of Cu stomer. Customer shall provide a Schedule of Available Resources, which shall include: period(s); capabilities; location; and heat rates and/or operating costs consistent with the market design requirements. Such Schedule of Available Resources shall be delivered in advance by Customer, by electronic means prior to eight o’clock (8:00) a.m. Eastern Standard Time on the day prior to the operating day, or at any mutually agreed upon time. ACES will accommodate changes to the timeline on a best efforts manner to limit risk to the Customer portfolio. Short term operations and portfolio optimization may also include the management and execution of financially binding transactions within the ISO market structure. These transaction types include, but are not limited to, demand bids, virtual transactions, generation offers, and ancillary service bids/offers.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

19 2) Portfolio Performance Reporting (“PPR”): Using internally developed software and data management processes, ACES will perform routine analysis of Customer portfolio revenue and cost performance based on preliminary settlement and operational data. ACES will use the PPR internally to identify shor t-term (daily or weekly) trends and improve Customer’s portfolio performance as well as enable reporting of such information to the Customer. The PPR reporting is not billing - quality accounting and is not intended to replace Settlements services.

3) Demand-Side or Load Management Operations: ACES will execute and administer certain specified operations such as; water heater, air conditioner, day ahead and/or real time pricing notifications, buy through programs, or behind the meter generation operations.

4) Short-Term Load Forecasting: ACES will perform and provide load forecasting for next hour, day, and weekly as needed to manage the portfolio

5) Native Load Following: ACES will provide native load following service to minimize hourly deviations between supply and demand so as to minimize imbalance costs.

6) Generation Management Services: ACES will create and/or upload generation offer parameters to the markets and monitor generating unit dispatch instructions (deployment levels, commitment, and decommitment)

7) Optimization Modeling: ACES model assists in the short -term optimization of Customer’s portfolio of supply assets and load, providing unit commitment recommendations and expectations, market transaction strategies, and bid/offer strategies for both energy and ancillary services.
8) Real Time Data Monitoring: ACES will validate data accuracy of the Customer’s SCADA/EMS systems and notify Customer of material data inaccuracies.

9) Physical Transmission Scheduling and e -Tagging: ACES will procure transmission service as needed, and provide physical scheduling and tagging of bilateral and/or ISO trading activities.

10) Capacity Services: ACES shall perform tasks leading up to and during the RTO capacity auctions to ensure Customer resources are represented in the auction as directed by the Customer. These tasks may include but are not limited to: confirming resources, entering or confirmi ng bilateral transactions, updating forced outage rates, entering capacity modifications, submitting bids and offers, and relaying clearing information.

11) RTO / ISO Market Meter Data Submission Services:

RTO / ISO Market Selection

20  ERCOT
 CAISO
 MISO
 SPP
 PJM

ACES will submit meter data to the above selected RTO/ISO (“Market”) on behalf of the Customer, Market Participant (“MP”) / Scheduling Coordinator (“SC”) following approved Market Protocols and Business Practices for meter data submission. ACES will submit meter data in the Market format (ERCOT-Set Meter Data Exchange Format, MDEF or CSV) utilizing ACES provided Market specific interaction software systems or a Third Party EDI service provider.

The MP/SC or their Meter Data Management Agent (“MDMA”) will be responsible for the collection of all meter data and providing to ACES, such meter data in an ACES specific format (XML file). The MP or SC is responsible for the validation and accuracy of all meter data provided to ACES. ACES can also work directly with the MP or SC’s designated MDMA to receive meter data.

ACES will provide project management to support development of the Market specific file layout and connectivity testing with the RTO/ISO.

ACES will provide the security management support to set up all digital certificates required to access Market systems for meter data submission. This service does not include any metering equipment or out -of-pocket hardware costs by ACES. Any such cost would be additional.

ACES back office settlements will coordinate the timely submission of the meter data and will notify the MP/SC if the meter data was not received in time for market submission. A monthly report comparing the MP’s meter data against the RTO/ISO Market downloaded meter data will be provided by the settlement group as a work product of this service.

C. Natural Gas and Fuels

1) Physical Gas Trading and Scheduling: ACES will provide execution services and schedule physical natural gas supply and manage supply imbalances. By selecting this service, Customer hereby grants ACES authority to act and make decisions on behalf of Customer, as its agent, to transact in the natural gas markets in accordance with Customer’s direction, the risk controls established between ACES and Customer, and consistent with the underlying contracts between Customer and its counterparties as well as the overall portfolio execution strategy. In addition, ACES will analy ze the need for and make recommendations for pipeline transportation contracts and other pipeline services. ACES will also work with Customer to develop long term gas supply strategies in accordance with the Customer’s daily supply strategies.
21 Customer authorizes the use of CFTC jurisdictional transactions. (i.e. Physical Gas Trade Options)

Customer does not authorize the use of CFTC jurisdictional transactions.

2) Financial Gas and Fuels Trading: ACES will provide execution services for financial natural gas transactions and other exchange and over -the-counter traded commodities such as fuel oil. By selecting this service, Customer hereby grants ACES authority to act and make decisions on behalf of Customer, as its agent, to transact in the natural gas markets in accordance with Customer’s direction, the risk controls established between ACES and Cust omer, and consistent with the underlying contracts between Customer and its counterparties, as well as, the overall portfolio execution strategy. ACES will develop customized hedging strategies based on Customer’s risk tolerance, goals, objectives, and policies.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

3) Gas Service Consulting: ACES will provide consulting services, to include a variety of general services including gas transportation decision making, issues around new plants, transportation contract negotiations, pipeline offers, supply RFP services, storage services, etc. including the following services:

• Analyze natural gas feasibility of potential sites for new generation; • Develop long-term natural gas supply, transportation and balancing plans; • Negotiate natural gas supply agreements;
• Negotiate & administer natural gas transportation agreements; • Identify transportation, storage or supply changes in the marketplace & provide recommendations;
• Provide guidance regarding the natural gas – electric harmonization process;
• Identify regulatory impacts on natural gas industry; and • RFP suppliers for short -term natural gas transportations, supply and balancing.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

4) Coal Consulting Services: ACES will provide consulting to include a variety of general services including coal transportation decision making and supply RFP services, etc. including the following services:

• Coal transportation analysis;
22 • Pricing analysis;
• Market intelligence;
• Inventory management; and
• Analysis of fuel adders in rail production and transportation.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

5) Short-Term and Seasonal Weather Forecasting: ACES will provide short-term weather forecasts including hourly, 5 day, 10 day and 15 day outlooks. In addition, ACES will provide seasonal weather forecasts including month -ahead, winter and summer. Both short -term and seasonal forecasts include high i mpact weather outlooks such as tropical, winter storm and thunderstorm activity. In addition, ACES will provide forecasts for solar generation sites and wind generation sites.

D. Transmission Risk Management

1) Financial Transmission Right Evaluations and Hedge Execution: ACES will model and evaluate financial transmission rights (variously identified in markets as financial transmission rights (“FTR”), congestion revenue rights (“CRR”), transmission congestion rights (“TCR”) and auction revenue rights (“ARR”)) for Custom er that participates in an ISO/RTO market that offers these hedging tools for transmission users. ACES will develop and maintain fundamental market information and provide modeling using securit y-constrained, cost -based dispatch, power production simulation model(s) to analyze locational prices, develop transmission right evaluations and formulate hedging strategies. Execution of transmission right auction bids or bilateral transactions will be subject to specific Customer delegations. ACES will provide routine reporting associated with providing these services. The timing of reporting is determined by RTO/ISO auction schedules. Other customized reports for project or studies will be prepared at Customer’s request and, at ACES’ option, at an incremental cost to Customer.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

2) Transmission Service Analysis and Advice (Physical): ACES will provide physical transmission analysis of availability for the short, mid, and long -term planning horizons in connection with Customer’s energy strategy. Analyses may include the review of transmission availability posting on OASIS (or similar system), outages, secondary offerings from owners of confirmed transmission rights, and the value of existing transmission rights. ACES will provide routine reporting associated with providing these serv ices. The timing of reporting is determined by RTO/ISO auction schedules. Other customized reports for project or studies will be 23 prepared at Customer’s request and, at ACES’ option, at an incremental cost to Customer.

3) Long-Term Locational Price Studies: On a project -request basis, ACES will provide evaluations and risk analytics for long -term studies that may benefit from the use of nodal simulation modeling that forecasts the financial impact of transmission constraints and provides localized basis forecasts to major market hubs. 4) Power Analysis: Power Flow analytics to support physical transmission decision making. ACES will perform load flow analysis to test different transmission build scenarios, test system reliability, and/or investigate the causes of congestion issues faced by Customer. Further, these analyses may be used to support future portfolio decisions or the impact of some RTO tariff decisions.

5) Business Intelligence : Help analyze business opportunities and transmission related processes. ACES will support Customer’s transmission related business decisions through research, analytics, coordination, and/or decision framework facilitation.

6) RTO Support: Focused vigilance on the transmission tariffs of RTOs, particularly those sections impacting physical transmission build and transmission cost allocation. In this effort ACES monitors the planning, cost allocation, and tariff service initiatives at the RTOs with an eye towards the impacts to Customers. ACES will engage the RTOs to seek clarity on issues or, if requested, to advocate for Customer’s positions.

7) Projects & Partnerships: Identify competitively bid project opportunities. ACES will monitor the RTO planning processes for projects that will be competitively bid that will impact Customers. Impactful projects will include those projects where Customer could participate in the construction and ownership either independently or in partnership with other entities.

8) SWOT Analysis: Strategic analysis centered on the transmission assets. ACES will facilitate strategic planning for the transmission oriented divisions of Customers to develop 3 -5 year strategic plans. ACES can then consult with the Customer to translate those strategic plans into near-term operating plans.

III. Settlements:

1) Bilateral Power and Transmission Settlements: ACES will perform the back office settlement services including verifying/confirming with each external counterparty the total units and dollar value of transactions on all purchases and sales that are to be billed during the month for power or transmission service. This process will be performed for physical energy, transmission transactions, broker fees, capacity, and financial transactions. The process includes preparation of invoices and reporting of the information to Customer.

24 2) Bilateral Natural Gas, Transportation Settlements: ACES will perform back office settlements that will include verifying/confirming with each external counterparty the total units and dollar value of transactions on all purchases and sales that are to be billed during the month for natural gas or transpo rtation service. This process will be performed for physical gas, transportation transactions, broker fees, capacity, and financial transactions. The process includes the preparation of invoices and reporting of the information to Customer.

3) RTO/ISO Pool Settlements: ACES will provide ISO/RTO settlement services, which is a process that assigns financial charges and credits to Customer as a “Market Participant” (“MP”) and /or as an “Asset Owner” (“AO”) based upon Customer’s specific participation in the day -ahead energy, real time and financial transmission rights (“FTR”) markets. ACES’ process shadow settles the charges and credits on Customer market settlement statements and or invoices. ACES will file disputes on behalf of Customer for errors which are identified during the shadow settlement process. The shadow settlement process will be performed pursuant to each ISO/RTO’s unique operating requirements and rules.

4) Energy Imbalance Validation: ACES will provide energy imbalance validation services including analysis and verification of energy imbalance invoices from non- ISO/RTO transmission providers.

5) Reporting: ACES will provide standardized reports to meet Customer’s needs.

Other customized reports will be prepared at Customer’s request and, at ACES’ option, at Customer’s cost.

6) Cost Allocation Settlement Model: ACES will develop a customized cost allocation model and provide ongoing analysis services. The cost allocation model offers flexibility in modeling resources and contracts, Customer objectives and operational constraints. The model also incorporates r ule-based and cost -benefit allocation methodologies including (i) unit/contract commitment; (ii) unit/contract dispatch; (iii) unit/contract provision of ancillary services and ancillary requirements; (iv) bilateral trades; (v) market settlement data; and (vi) invoicing and adjustments. Using Customer’s data such as (i) load; (ii) resource availability; (iii) data from jointly-owned resources; (iv) price data; (v) fuel cost data; (vi) transaction data; (vii) settlement data; (viii) invoices; and (ix) reporting posted to ACES’ secure website, ACES will provide analysis at the agreed desired frequency.

7) Submits Complete Electric Quarterly Reports (“EQR”) Filing to FERC: For each EQR filing, ACES submits the complete EQR filing on behalf of the Customer.

If ACES does not capture 100% of a Customer’s required sales transactions within ACES risk systems, the Customer will provide ACES with the additional required data, so as to enable ACES to file a complete EQR.

8) Submits Partial Electric Quarterly Reports (“EQR”) Filing to FERC: For each EQR filing, ACES submits the required sales transactions which are captured in 25 ACES risk systems. The Customer (on behalf of itself or through other EQR agents) would submit the remaining EQR data.

9) Provides Electric Quarterly Reports (“EQR”) Data to Customer: ACES will provide the Customer with an XML-formatted file of required sales transactions that have been captured in ACES’ risk systems for the Customer’s use in completing and filing Customer’s EQR with FERC.

IV. Ad Hoc Consulting and Other Services:

1) Ad Hoc Consulting: Upon request, and subject to its expertise, ACES can perform consulting services for Customer. All consulting services provided by ACES, whether on a fixed fee, monthly, hourly, or gratuitous basis, that are not specifically outlined in this Exhibit A s hall nevertheless be performed under the terms and conditions of this Agreement. All consulting services will be charged at ACES’ current consulting rates or as otherwise agreed upon between ACES and Customer.

Customer authorizes the use of CFTC jurisdictional transactions.

Customer does not authorize the use of CFTC jurisdictional transactions.

2) Other Services: ACES will perform for Roseville such other services as agreed upon by Roseville and ACES and as described below:

 Greenhouse Gas GHG Reporting: ACES shall develop and provide Greenhouse Gas GHG Reporting to Roseville monthly as well as cumulative yearly report by establishing and monitoring risk control limits and integrating these limits into a Roseville’s existing authority policy for ACES Trad ers to submit GHG schedules on Roseville’s behalf.

 eTag Reconciliation. ACES will provide Roseville on a monthly basis with a validated and reconciled list of electricity transactions and NERC eTags associated with Roseville’s greenhouse gas and renewable reporting obligations.
 Semi-Annual Price Forecast: ACES will provide Roseville with a semi-annual 20 year or more structural price forecast for power, natural gas, and carbon for Northern California.”

 Data Delivery. ACES will provide data to Roseville in a timely manner formatted to accommodate the requirements of Roseville’s data repository system. This data and content will be delivered per Roseville’s specifications and will undergo data validation prior to delive ry to ensure Roseville is receiving accurate and complete data. So that Roseville understands the strengths and limitations of the validation process, ACES will provide descriptions of validation business processes and definitions of validation measures for each data stream. In the event data quality has been compromised, 26 ACES will notify Roseville in a timely manner to alert Roseville of the situation and identify a resolution timeframe. ACES will maintain a robust change management process for data delivery, structure, and content. The process will include coordination with Roseville well in advance of changes and will allow adequate time for implementation, testing, and validation on both sides.

V. Roseville Annual Service Fees:

Annual Service Fees: For January 1, 2025, through December 31, 20 25, Roseville shall pay ACES One Million One Hundred Seventy Thousand Dollars ($1,170,000) for an Annual Service Fees in equal monthly installments . Beginning January 1, 2026, throughout the Initial Term and any Additional Terms, an annual percentage increase of 3.5% shall occur per the table below:

Year Monthly Fee Annual Fee
2025 $97,500.00

$1,170,000.00
2026 $100,912.50 $1,210,950.00
2027 $104,444.44

$1,253,333.25
2028 $108,099.99 $1,297,199.91
2029 $111,883.49 $1,342,601.91
Additional Terms beyond 202 9 escalated at

3.5% per year on January 1.

IN WITNESS WHEREOF, the Parties have caused this Exhibit A to the Service Agreement to be executed and delivered as of the effective date.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING

COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE

PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES

TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN

A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES

TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

ALLIANCE FOR COOPERATIVE CITY OF ROSEVILLE, a
ENERGY SERVICES POWER municipal corporation

MARKETING LLC

By: By:

Name: Michael Thomas Steffes Name:

27 Title: President & CEO Title:

COUNCIL COMMUNICATION
CC #:
3370
File #:
0600-01
Title:

Side Letter Agreements with Roseville Police Officers' Association Regarding Updates to the Uniform Provision, Double Overtime for Officer Volunteers on July 4th, Seniority Criteria, and Spousal Health Benefit Update Contact:

Stacey Peterson 916-774-5374 [email protected]

Meeting Date: 6/5/2024
Item #: 6.19.

RECOMMENDATION TO COUNCIL
It is recommended that the City Council:

1 .

Adopt a resolution to authorize the City Manager to execute the attached side letter relating to the current memorandum of understanding (MOU) with the Roseville Police Officers’ Association (RPOA) to ensure compliance with CalPERS regulations pertaining to previously reported uniform special compensation for Classic members; and 2 .

Adopt a resolution to authorize the City Manager to execute the attached side letter with RPOA which provides double overtime to officers who volunteer to provide patrol coverage on July 4
th
, updates to Police Officer Trainee seniority criteria and addresses City administrative concerns with an update to the spousal health benefit.

BACKGROUND
The Roseville Police Officers’ Association (RPOA) and City staff have met and conferred on several issues that warrant recommended updates to the current RPOA memorandum of understanding (MOU), by way of two side letter agreements. After a CalPERS inquiry, City staff informed RPOA that the uniform special compensation previously reported for Classic employees and subject to retirement contributions, was not documented in prior MOUs in a manner now preferred by CalPERS. CalPERS staff shared concern that prior MOUs did not specify a uniform allowance dollar amount, and therefore was not compliant with CalPERS regulations specific to the uniform special compensation reported. In the most recent rounds of bargaining, specific dollar amounts were identified in the uniform provisions to meet the CalPERS requirements and, at that time, staff was not aware that CalPERS was concerned with prior MOUs, which could impact retirees. The attached side letter agreement pertaining to uniform allowance, purchase, and/or maintenance cost caps is intended to be transparent and ensure the previously reported uniform special compensation for Classic employees, under prior MOUs, that was subject to retirement contributions, also meets the CalPERS requirements.

Further, to promote officer safety on the July 4
th
holiday and increase patrol coverage, it is
recommended that double overtime (2 times the base hourly rate) be offered for officers who are not scheduled and who volunteer to work on the July 4
th
holiday. It is estimated that this will cost
less than $10,000 in added overtime costs for more patrol coverage on the July 4 th
holiday. The
City and RPOA have also discussed the need to revise the criteria used for Police Officer Trainee seniority, since it has been difficult to obtain final academy scores in the specified categories. Lastly, due to administrative burdens, City staff requested that RPOA agree to discontinue offering the spousal health benefit that pertains to employees who have a spouse that also works for the City, which offsets the out-of-pocket costs of the spouse. The side letter agreement clarifies this benefit will only remain available to those receiving the benefit before October 1, 2024.

FISCAL IMPACT
The RPOA double overtime provision for officers who volunteer to work the July 4th holiday is estimated to cost less than $10,000, which will be covered by the proposed FY2024-25 Police Department budget in the General Fund.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of these side letter agreements meets the above criteria and therefore is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services

Respectfully Submitted,
Stacey Peterson, Human Resources Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-191
RPOA Side Letter Reported Uniform Special Compensation
Resolution 24-192
RPOA Side Letter Double OT July 4, Spousal Health Benefit and Seniority Update RESOLUTION NO. 24-191

APPROVING A SIDE LETTER TO THE MEMORANDUM OF UNDERSTANDING FOR SWORN EMPLOYEES REPRESENTED BY THE ROSEVILLE POLICE OFFICERS’

ASSOCIATION, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON

BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a side letter to the Memorandum of Understanding for Sworn Employees Represented by the Roseville Police Officers’ Association, related to the modification of the Uniform Allowance, has been reviewed by the City Council;

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said side letter to the Memorandum of Understanding is approved and that the City Manager is authorized to execute it and any other documents necessary to effectuate the purposes hereof as determined necessary by the City Manager.

PASSED AND ADOPTED by the City Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCIL MEMBER:

NOES COUNCIL MEMBER:

ABSENT COUNCIL MEMBER:

Mayor

ATTEST:

City Clerk

Side Letter Between the City and RPOA –Uniform Provision Page 1 of 2

SIDE LETTER AGREEMENT

BETWEEN THE
ROSEVILLE POLICE OFFICERS’ ASSOCIATION
AND

THE CITY OF ROSEVILLE

RELATED TO THE UNIFORM ALLOWANCE

The City of Roseville (hereinafter referred to as “City”) and the Roseville Police Officers ’ Association (hereinafter referred to as “ RPOA”) entered into a Memorandum of Understanding (“MOU”) with a term beginning on February 12, 2022, and terminating on December 31, 2025.

The City and RPOA are collectively referred to herein as the “Parties.” Background and Overview
The Parties hereby agree to the terms of this Side Letter Agreement (“SLA”) , entered into in January 2024, in follow-up to the Parties’ discussion in May 2023. The City conducted an audit of the uniform special compensation reporting and evaluated the procedure for departments to report the cost of purchasing, cleaning and maintaining uniforms to payroll for accurate reporting of special compensation. It was determined the MOU provision should be updated to reflect the cost of “up to $1,550.00” for replacing uniforms, cleaning, and/or maintenance which is required to be reported as special compensation for Classic employees to capture actual invoicing amounts.

Further, based on a CalPERS inquiry, it was determined that a provision should be added to the uniforms section of the MOU to ensure the special compensation reported for Classic employees prior to this agreement would meet CalPERS requirements.

The specific provisions contained in this SLA are intended to supersede any previous agreements, whether oral or written, regarding the matters contained in this SLA.

The Parties have satisfied their obligations to meet and confer in good faith in accordance with the Meyers-Milias-Brown Act (“MMBA”).

Except as provided here, all wages, hours, and other terms and conditions of employment presently in the City’s MOU and SLAs with the RPOA remain in full force and effect.

The parties agree to the following changes to Chapter 9, Article II., Uniforms, section (A) in the current RPOA MOU:

ARTICLE II. UNIFORMS

A. Employees shall be provided uniform replacement and maintenance in lieu of a uniform allowance. The City will report to CalPERS for Classic members the monetary value of the City’s cost of providing, replacing and maintaining employee uniforms, as special compensation. For Classic employees, in the first year of employment, the reported special compensation earned will be reported in an amount not to exceed $1,550.00 per calendar year. All other uniform replacement and maintenance costs reported as special compensation earned may not exceed $850 per calendar year. This excludes the monetary value for personal health and safety equipment. This is capturing and inclusive of prior City reported special compensation, related to uniforms, to CalPERS for Classic members, effective at least as early as January 1, 2013, (or earlier, including as far back as 1994) on the belief and understanding that CalPERS regulations didn’t require specified amounts be delineated in publicly approved MOUs prior to this date.

A. The City shall, as needed, supply replacement uniforms.

Side Letter Between the City and RPOA –Uniform Provision Page 2 of 2

1. Uniform Items:

a. Uniform badge/cap badge
b. Trousers (4)
c. Shirts (6)
d. Tie
e. Ball Cap
f. Jacket
g. Appropriate Patches
h. *Breeches (3)
i. *Motorcycle boots
j. *Summer/winter gloves
*Motorcycle Patrol only

2. Each new hire shall be issued the following complete sets of all uniform items in accordance with the above:

a. Police Officer 3 sets
b. Police Sergeant 3 sets

B. The City shall provide a pick up and delivery service to the Police Department at a minimum of two (2) days per week.

C. The Police Chief may approve additional cleaning when appropriate.

D. The City agrees to replace or repair required equipment lost or damaged in the line of duty, except that there shall be a limit of one hundred dollars ($100) on replacement of a watch. No other personal items will be replaced or repaired.

E. Employees assigned to the Investigation Division, Professional Standards Unit, or V -NET shall receive $200 per year clothing allowance to be issued after the first shift change in February of each year of this Agreement. Officers assigned to the Investigation Division for a six-month assignment will be eligible for $100 in clothing allowance payable at the shift change in February or July/August.

Clothing used by the Investigators/CSU in their assignment shall be cleaned as part of the City’s existing uniform cleaning program. The City agrees to replace or repair Investigators/CSU clothing which is damaged in the line of duty.

F. Professional standards sworn personnel will have their choice of the $200 per year clothing allowance or a City issued uniform as described above.

G. The City and the RPOA agree that sworn personnel may purchase and maintain Class C Uniforms (Class C’s) and wear them as their regular uniform. The Class C’s must be a brand, style and color authorized by the Chief. Class C’s will be cleaned by the City in the same manner as other uniforms.

THESE ARE TENTATIVE TERMS SUBJECT TO APPROVAL OF THE CITY COUNCIL.

Date:

ROSEVILLE POLICE OFFICERS’ ASSOCIATION, RPOA

Date:

CITY OF ROSEVILLE
3/29/2024
RESOLUTION NO. 24-192

APPROVING A SIDE LETTER TO THE MEMORANDUM OF UNDERSTANDING FOR SWORN EMPLOYEES REPRESENTED BY THE ROSEVILLE POLICE OFFICERS’

ASSOCIATION, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON

BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a side letter to the Memorandum of Understanding for Sworn Employees Represented by the Roseville Police Officers’ Association, related to the Double Overtime for Employees volunteering on July 4, Health Benefit Update, and Seniority Criteria Update, has been reviewed by the City Council;

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said side letter to the Memorandum of Understanding is approved and that the City Manager is authorized to execute it and any other documents necessary to effectuate the purposes hereof as determined necessary by the City Manager.

PASSED AND ADOPTED by the City Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCIL MEMBER:

NOES COUNCIL MEMBER:

ABSENT COUNCIL MEMBER:

Mayor

ATTEST:

City Clerk

COUNCIL COMMUNICATION
CC #:
3374
File #:
0400-04-07-1
Title:

North Roseville Specific Plan Parcel DC-32 - Summary Vacation of Public Utility Easement and Pedestrian Easement
Contact:

Escarlet Mar 916-774-5247 [email protected]

Meeting Date: 6/5/2024
Item #: 6.20.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to summarily vacate a 659-square-foot portion of the existing public utility easement and pedestrian easement at 1601 Opal Drive.

BACKGROUND
The area of the proposed summary vacation is located on a portion of Parcel DC-32 of the North Roseville Specific Plan (NRSP), at the northwest corner of Parkside Way and Bent Tree Drive (see Attachment 1 – Vicinity Map). While this area is designated as a Public Utility Easement and Pedestrian Easement (PUE and PE), the area is developed as a landscape lot. All of Parcel DC- 32 has a zoning designation of Single Family Residential (R1) and a land use designation of Low Density Residential (LDR-2.7).

The area of the proposed summary vacation is specifically located on Parcel B of the Diamond Creek Lot 32 Subdivision, which was recorded on October 31, 2005. Parcel B was created as a landscape lot and to preserve a large oak tree which is located adjacent to Parkside Way. This tree had a significant failure during a winter storm in 2023. When the tree fell it damaged the rear yard fence of the single-family home located at 117 Ivory Court. The homeowner approached the City as they were interested in utilizing a portion of the landscape lot as it was no longer needed to preserve the native oak tree. Since the original purpose of the 659-foot portion of the landscape lot, preservation of the native oak, was no longer necessary, the City's Parks, Recreation and Libraries Department agreed to transfer ownership of this 659 square foot area to the homeowners, As part of this agreement, the homeowners agreed to replace the fence.

In order to transfer the 659 square foot portion of the landscape lot to the homeowners, two actions are necessary: a summary vacation of the PUE and PE and a lot line adjustment. The lot line adjustment will be approved at the administrative level if the Council approves the summary vacation associated with this Council Communication.

Government Code Section 8300 et. seq. (Streets and Highways Code) states that an easement may be terminated (vacated) by adopting a resolution of vacation. There are two pathways for vacation: summary or general. An abandonment request for a public utility or service easement is eligible for the simpler summary vacation when any one of the three potential conditions applies:

1 .

The easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed abandonment. 2 .

The easement has been in place for less than five years (making it ineligible for condition 1 above) but has been in place for at least a year and has not been used for the purpose for which it was dedicated or acquired.
3 .

The need for the easement has been superseded by relocation, and there are no other public facilities in the easement.

The PUE and PE were originally recorded with the Diamond Creek Lot 32 Subdivision map, but there are no utilities or pedestrian facilities currently within the portion of the area to be vacated, nor have there been utilities or pedestrian facilities within the area to be vacated for the past five years. This area was only included in the easements in order to preserve the native oak tree. The proposed vacation was routed to all utilities which could be affected by the project, and no objections were received. In addition, staff coordinated with the City’s Parks Maintenance Division, and they are supportive of relinquishing the easement area. Doing so would relieve the City of maintenance responsibility for a portion of the easement. For these reasons, staff concludes that condition 1 (as described above) for a summary vacation applies and recommends approval of the vacation request.

FISCAL IMPACT
There will be no fiscal impact to the City.

ENVIRONMENTAL REVIEW
This project qualifies for a Class 5 exemption as described in Section 15305 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 5 consists of minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density, including but not limited to: (a) Minor lot line adjustments, side yard, and set back variances not resulting in the creation of any new parcel.” The proposed summary vacation is consistent with the above criteria, and therefore a Class 5 exemption applies to the project.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth.

Respectfully Submitted,
Escarlet Mar, Associate Planner
Mike Isom, Development Services Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Vicinity Map
Site Plan
Resolution 24-195
CEQA Exemption
Vicinity Map
City of Roseville, Nearmap, City of Roseville
Planimetric Detail
Driveway
Pavement
Ramp
Placer Parcel
<all other values>
Roseville
Roseville Parcel
5/15/2024, 9:17:50 AM
0 0.02 0.040.01 mi
0 0.03 0.060.01 km
1:1,128
City of Roseville - Development Services
City of Roseville | Development Services
ATTACHMENT 1

E E E E E E E E E
E
E
C1

SITE PLAN

BEEMUS RESIDENCE

NOT APPROVED FOR

CONSTRUCTION UNLESS

SIGNED BY THE ENGINEER
NEER
IG
LIC. No. C62164
SHEET
ITS
TA
E
C
FO I
VI L

CAL FORNIA
RE

PREPARED UNDER THE
DIRECTION OF:

D
FE
YE N
THO
ANGIST
RP
RED
O
S N
TER
TU
O
EAN
SIS N
E
AL

CIVIL IMPROVEMENT PLANS FOR
REVISIONNO.
29 MAR 2024DATE:

SCALE:

DRAWN BY:

DESIGNED BY:

CHECKED BY: DATEAPPROVED BY
1 OF 117 IVORY CT. ROSEVILLE, CA 95747 COUNTY

ENGR INT
A. SUTTER
A. SUTTER
A. SUTTER
(916) 835-3588
ROCKLIN, CA 95677
5933 GREEN MOUNTAIN LN

ANTHONY SUTTER
[email protected]

CIVIL ENGINEER
N

NEW FENCE
N

EXISTING FENCE LINE
EXIST. PILASTER
TO REMAIN EXIST. PILASTER

TO REMAIN

EXISTING LOT LINE

NEW FENCE SHALL

MATCH EXISTING

FENCE CONSTRUCTION

MATERIAL AND DESIGN
EXIST. SIDEWALK
EXIST. CURB AND GUTTER

PARKSIDE WAY
N

NEW LOT LINE

EXISTING LOT LINE
N

NEW FENCE AND LOT

LINE LOCATIONEXISTING

PILASTER

EXISTING

PILASTER

OAK TREE HAS FALLEN

DOWN AND HAS BEEN
REMOVED. (IMAGE IS

NOT CURRENT)
117 IVORY CT.

OAK TREE HAS FALLEN

DOWN AND HAS BEEN
REMOVED. (IMAGE IS

NOT CURRENT)
NOTES:

1. COVENANTS, CONDITIONS AND
RESTRICTIONS FOR LOT 5 OF DIAMOND CREEK
LOT 32 ARE RECORDED PER INST. NO.
2005-145916. O.R.P.C.

2. THE 25' PUBLIC UTILITY AND LANDSCAPE

EASEMENTS DEDICATED ALONG OPEL DRIVE AND
PARKSIDE WAY PER AA MAPS 66, P.C.R. ARE
HEREBY SHOWN.

3. SAID LAND BEING FURTHER DESCRIBED AS
RESULTANT LOT 5 IN THAT CERTAIN LOT LINE
ADJUSTMENT (LLA-000030) RE-
CORDED JUNE 9, 2006 IN OFFICIAL RECORDS,

UNDER RECORDER'S SERIAL NUMBER
2006-006116.

BASIS OF BEARING

THE MERIDIAN OF THIS SURVEY IS IDENTICAL TO

THAT USED FOR THE
DIAMOND CREEK LOT 32 FINAL MAP FILED IN BOOK
AA OF MAPS AT PAGE 66, P.C.R. AND IS SHOWN
HEREON AS FOUND.

LOT 7
IVORY CT.

PARKSIDE WAY
OPEL DR.
24'25'
24'
25'
LOT 6
LOT 5
LOT 4
LOT B
LOT B
21'

PROPOSED

LOT LINE

EXISTING LOT LINE

TO BE REMOVED

SITE PLAN

PARKSIDE WAY
IVORY CT.

EXIST.

ELECTRICAL
18'
NOTE: PER USA

IDENTIFICATION,

ELECTRICAL IS THE

ONLY EXISTING

UNDERGROUND UTILITY
IN THIS AREA. LOCATION

PAINTED IN RED BY USA
APPROXIMATELY 18 FT

FROM NEW FENCE
LOCATION AS SHOWN.

Exhibit A
RESOLUTION NO. 24-195

ORDERING SUMMARY VACATION OF A PORTION OF A PUBLIC UTILITY EASEMENT AND PEDESTRIAN EASEMENT AT 1601 OPAL DRIVE

BE IT RESOLVED by the City Council of the City of Roseville as follows:

WHEREAS, in accordance with the provisions of Section 8333, et seq., of the Streets and Highways Code (Chapter 4, Summary Vacation), it is hereby found that a portion of a public utility easement and pedestrian easement at 1601 Opal Drive, described in Exhibit A and depicted in Exhibit B, attached hereto and incorporated herein by reference, are no longer needed, and there are no other public facilities in the easements; and

WHEREAS, the easements have not been used for the purpose for which they were dedicated or acquired for five consecutive years immediately preceding the proposed abandonment; and

IT IS HEREBY ORDERED:

1. The portion of the public utility easement and pedestrian easement at 1601 Opal Drive described in Exhibit “A” and depicted in Exhibit “B” are hereby vacated pursuant to Streets and Highways Code Section 8335, and shall, as of the date of adoption of this resolution, no longer constitute a public utility easement or pedestrian easement; and

2. The City Manager is hereby authorized to execute any other documents required to effectuate the conveyance of the abandoned/vacated easements to the respective property owners; and

3. The City Clerk is hereby d irected to cause a certified copy of this Resolution and Order, attested to by said Clerk under the seal of the City of Roseville, to be recorded in the Office of the County Recorder, and take any other actions necessary to effectuate the intent of this Resolution and Order.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

City Clerk

EXHIBIT A

DESCRIPTION OF

PUBLIC UTILITY AND PEDESTRIAN

EASEMENT ABANDONMENT

That certain real property situated in the State of California, County of Placer, City of Roseville, located in Section 17, Township 11 North, Range 6 East, M.D.M., and being more particularly described as follows:

All that portion of that certain Public Utility and Pedestrian Easement described in the Official Records of Placer County shown as being a Portion of Lot B, as said parcel is shown on the Subdivision Map of "Diamond Creek Lot 32", filed on October 31, 2005 in Book AA of Subdivision Maps, at Page 66, Placer County Records, Described as follows:

Beginning at the most southerly corner of said Document Number 2021-0013362, recorded on February 1, 2021, Official Records of Placer County; thence from said Point of Beginning, along the westerly line of said easement, the following three (3) courses: (1) North 19°46'25" West, 21.21 feet; and (2) North 25°13'35" East, 30.16 feet; and (3) North 68°43'44" East, 20.66 feet to a point located twenty five (25.00) feet easterly of the West line of Parkside Way, as shown on said Subdivision Map; thence, parallel with West line, the following two (2) courses: (1) along a non-tangent curve to the right, having a radius of 451.00 feet, through a central angle of 03°22'22", with an arc length of 26.55 feet, said arc being subtended by chord bearing South 23°32'24" West, 26.54 feet; and (2) South 25°13'35" West, 33.61 feet to the Point of Beginning; containing 676 square feet, more or less.

End of Description

"'

I .-- I 1- 202-f-

I
"" i £
Anr
$J
If
1-- -- --_ -__ - -.:::::: P.U.E. 4 P.E. PER BOOK AA

PEDESTRIAN EASEMENT

EXHIBIT B

PLAT TO ACCOMPANY DESCRIPTION

EASEMENT ABANDONMENT
PORTION OF LOT B, AA SUBD. 66

GITY OF ROSEVILLE, GA

SCALE I"= 20' R=451.00'
= 12°4ct'oo"(OA)
L= I00.8ct'(OA)
N 15 °2 6
1 4 2 " E ---- -..._; GL= I00 .68
1 JAMES BEEMUS JR.
4 SHANNON LEE ROUSE
DOG 2021-0013362

N68°43'44"E
20 .66.'

N25°13
1 35
11 E

30.16'
"" ""
I

I

51.00· ;
3 °22
1 22 "
= 26.55'
32'24"

26.54'
I

P.U.E. 4 P.E. PER BOOK AA
OF MAPS, AT PAGE 66

I
I

Nlct
0 46 '25"V'l

21.21'
1::.-.-::...-=.--:. :.:- -·- ·:··-::/.

\(). N

in /
:(" 1--_ I
OF MAPS, AT PAGE 66

I A.

DOUGLAS E. OSLAND 1:1..t
4 DIANA L. OSLAND /
DOG 2010-006605ct{o (r}J
0 0-.....:.
{.I) 'if
!JO! I
;9;
I

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LEGEND

I ..?s,
I
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I
P.U.E. PUBLIG UTILITY EASEMENT /
□ P.U.E. 4 P.U. BEIN6 ABANDONED

DATE: 01-19-2024

PAGE I OF I
P.E.

L=
I
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Notice of Exemption

To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678

Project Title: North Roseville Specific Plan Parcel DC-32 – Summary Vacation

Project Location: 1601 Opal Drive (APN 482-360-015-000), adjacent to 117 Ivory Court (APN 482-360-027-000), Roseville, CA 95747.

Project Description: The City of Roseville proposes to summarily vacate a 659 -square-foot portion of the existing Publi c Utility Easement (PUE) and Pedestrian Easement (PE) located t 1601 Opal Drive, at the northw est corner of northwest corner of Parkside Way and Bent Tree Drive. The portion of the PUE and PE to be vacated are adjacent to the backyard of the property located at 117 Ivory Court. The parcel and easements we re recorded in 2005 to preserve a large oak tree which is located adjacent to Parkside Way. This tree had a significant failure during a winter storm in 2023. When the tree fell it damaged the rear yard fence of the single- family home located at 117 Ivory Court. The 659- square-foor portion of the landscape lot, PUE, and PE are no longer needed to preserv e the native oak, so the City Parks, Recreation, and Libraries Department have agreed to transfer ownership of this area to the homeowners of the property at 117 Ivory Court.

In order to transfer the 659 -square-foot portion of the landscape lot to the homeowners, two actions are necessary: a summary vacation of the PUE and PE and a lot line adjustment. The lot line adjustment will be approved at the administrative level at a later time if the City Council approves the summary vacation. The project does not create any new parcels and does not result in any changes to land use or density.

Public Agency Approving Project: Roseville City Council

Agency/Individual Carrying Out Project: City of Roseville

Reason why this Project is Exempt: This project qualifies for a Class 5 exemption as described in Section 15305 of the California Environmental Quality Act (CEQA) guidelines which states:

“Class 5 consists of minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density , including but not limited to:

(a) Minor lot line adjustments, side yard, and set back variances not resulting in the creation of any new parcel.”

The proposed summary vacation is consistent with the above criteria, and t herefore a Class 5 exemption applies to the project.

Lead Agency Contact Person: Escarlet Mar , Associate Planner, Development Services Department, 311 Vernon Street, Roseville, CA 95678 (916)774-5247.

5/23/2024
Jessica Lynch, Environmental Coordinator Date

COUNCIL COMMUNICATION
CC #:
3363
File #:
0721
Title:

South Placer Regional Transportation Authority - Joint Exercise of Powers Agreement Amendment
Contact:

Mark Johnson 916-774-5481 [email protected]
Mike Isom 916-774-5527 [email protected]

Meeting Date: 6/5/2024
Item #: 6.21.

RECOMMENDATION TO COUNCIL
Staff requests that the City Council adopt a resolution to approve the First Amendment to the Amended and Restated Joint Exercise of Powers Agreement for the South Placer Regional Transportation Authority (SPRTA) and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
In 2002, the Cities of Lincoln, Rocklin, and Roseville as well as Placer County, collectively referred to as the “member agencies,” approved a Joint Exercise of Powers Agreement (JPA) thereby establishing the South Placer Regional Transportation Authority (SPRTA) for the purposes of providing for the coordinated planning, design, financing, acquisition, determination of timing of construction, and construction of transportation improvement projects.

SPRTA was granted authority to levy and collect transportation impact fees and administer such in accordance with the fee program provisions of the joint exercise of powers agreement (the SPRTA Fee Program). In 2003, the member agencies approved an Amended and Restated Joint Exercise of Powers Agreement (City Council resolution 03-507) which is the current JPA and which provided SPRTA the authority to lease and sublease real property.

As the administrator of the SPRTA Fee Program, SPRTA staff has reviewed the current JPA in light of Assembly Bill 602 (AB 602), which became effective January 1, 2022, and which revised laws governing transportation impact fees. Based on that review, SPRTA staff recommends adjustments to the current JPA to address legislative changes as well as current needs and practices. City staff has reviewed the proposed adjustments and concurs with the SPRTA recommendation.

The proposed First Amendment to the Amended and Restated Joint Exercise of Powers Agreement (the JPA Amendment), and the current JPA agreement are attached as Exhibit A and Exhibit A Attachment 1, respectively. For ease of review, a “tracked changes” version of the JPA Amendment is also included as Exhibit A Attachment 2.

The significant proposed adjustments in the JPA Amendment are summarized as follows:

Construction Cost Index:

The current JPA requires the use of the Engineering News Record’s Construction Cost Index (CCI) for April to April to adjust for annual inflation. Traditionally, the SPRTA Board would use these values to adopt the updated fees in late May, and they would become effective July 1st. AB 602 now requires a 60-day waiting period between Board adoption and any increased fees being effective. Given the 60-day requirement and the desire to keep the July 1st effective date, the JPA Amendment specifies the use of “the most currently available index value and the index value from the month and year of the previous adjustment” and specifying the adjustment “shall be effective on July 1st of the year in which the action is taken, or at such other time as is provided by law”.

Construction Responsibility, Transfer of Construction Funds, and Location of Improvements:

The current JPA limits the construction responsibility and transfer of construction funds for projects to JPA member agencies, except for the Placer Parkway and Rail/Bus Transit projects.

The list of SPRTA projects includes projects on the state highway which the State (Caltrans) would construct. The JPA Amendment allows the State to be responsible for construction and receive SPRTA funds for projects on state highways. Additionally, the current JPA requires improvements to be “located in the Members’ respective jurisdictions”. This language has been revised in the JPA Amendment to “benefiting the Members’ respective jurisdictions” to allow for an improvement to extend beyond the members’ respective boundaries.

Administrative Changes:

The current JPA specifies the Board shall elect a chair and select a secretary annually. The chair shall be elected from amongst the Board membership, and the secretary need not be a member of the Board. The current JPA does not mention a vice chair or specify any procedures or requirements in regard to electing a vice chair. The JPA Amendment specifies the Board elect a chair and vice chair annually from amongst the Board membership, as is current practice. As the Board Clerk has served as the secretary for many years, the JPA Amendment still specifies the Board select a secretary. The JPA Amendment also specifies that meetings are to occur at least semiannually rather than quarterly.

FISCAL IMPACT
There is no fiscal impact to the City of Roseville for the requested action.

The SPRTA program is
100% developer funded via traffic impact fees.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA Guidelines §15060(c)(3) and §15378. The proposed agreement amendment meets the above criteria and is not subject to CEQA. No additional environmental review is necessary.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Mark Johnson, Senior Engineer
Mike Isom, Development Services Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-168
Exhibit A_First Amendment to Amended and Restated Joint Exercise of Powers Agreement Exhibit A Attachment 1_Current Amended and Restated JPA Agreement Exhibit A Attachment 2_JPA Amendment with Track Changes RESOLUTION NO. 24-168

APPROVING A FIRST AMENDMENT TO AMENDED AND RESTATED JOINT

EXERCISE OF POWERS AGREEMENT REGARDING THE SOUTH PLACER REGIONAL

TRANSPORTATION AUTHORITY, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, the City of Roseville is a member agency with the Cities of Lincoln and Rocklin, as well as Placer County in the South Placer Regional Transportation Authority (SPRTA); and

WHEREAS, the purpose of SPRTA is to provide for the coordinated planning, design, financing, acquisition, determination of timing of construction and construction of transportation improvement projects; and

WHEREAS, in October of 2003, the City Council approved Resolution 03-507 approving an Amended and Restated Joint Exercise of Powers Agreement (Agreement); and

WHEREAS, SPRTA member agencies collectively desire to amend the Agreement to address legislative changes as well as current needs and practices;

WHEREAS, a First Amendment to Amended and Restated Joint Exercise of Powers Agreement regarding the South Placer Regional Transportation Authority, has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said First Amendment to Amended and Restated Joint Exercise of Powers Agreement regarding the South Placer Regional Transportation Authority is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

FIRST AMENDMENT TO

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT

REGARDING THE SOUTH PLACER REGIONAL TRANSPORTATION

AUTHORITY
AMONG

THE CITY OF LINCOLN,

THE CITY OF ROCKLIN,

THE CITY OF ROSEVILLE
and

THE COUNTY OF PLACER

South Placer Regional Transportation Authority Page 1 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

FIRST AMENDMENT TO

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT

This First Amendment to the Amended and Restated Joint Exercise of Powers Agreement (the “Amendment”) dated March 27, 2024 regarding the South Placer Regional Transportation Authority (“Authority”) is entered into as of ______________, 2024, by and between the City of Lincoln, the City of Rocklin, the City of Roseville and the County of Placer (hereinafter collectively referred to as the “Members” and individually as “Member”).

WHEREAS, the Amended and Restated Joint Exercise of Powers Agreement (“Agreement”) dated October 1, 2003 was approved by the Members creating the Authority for the purposes of providing the coordinated planning, design, financing, acquisition, determination of timing of construction, and construction, of Transportation Improvements;

WHEREAS, Section 18 AMENDMENTS, of the Agreement provides that the Members may amend the agreement by unanimous written agreement of the Members;

WHEREAS, the Authority has been operating consistent with the Agreement and the Authority and Members have identified certain provisions of the Agreement to be amended;

NOW THEREFORE the Members to the Agreement agree to mutually amend certain provisions of the Agreement as follows:

1. The second sentence of Section 2. AUTHORITY, PURPOSE AND COOPERATION is hereby amended to read in its entirety as follows:

“The purpose of this Agreement is to provide for the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction, of Transportation Improvements benefiting the Members’ respective jurisdictions.”

2. Paragraph B(1) of Section 7 ADMINISTRATION is hereby amended to read in its entirety as follows:

B. Meetings.

“(1) Regular Meetings. The Board shall establish the number of regular meetings to be held each year and the date, hour and South Placer Regional Transportation Authority Page 2 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

location at which such regular meetings shall be held; provided, that the Board shall meet at least once every six (6) months or semiannually.”

3. Paragraphs C(1) of Section 7 ADMINISTRATION is hereby amended to read in its entirety as follows:

C. Procedures.

“(1) The Board shall elect a Chair and a Vice Chair annually from among its membership, with the Chair and Vice Chair rotated amongst the membership, to preside at -meetings. The Board shall select a secretary who may, but need not, be a member of the Board. The Board may, from time to time, elect such other officers as the Board shall deem necessary or convenient to conduct the affairs of the Authority.”

4. Paragraph A of Section 10 COSTS ASSESSED AND DISTRIBUTED is hereby amended to read in its entirety as follows:

“A. The Authority will establish and maintain a current estimate of all costs associated with the Transportation Improvements included in the Improvement Program not yet incurred (“Cost-to- Complete”). The Cost-to-Complete will be adjusted annually based on the Construction Cost Index as published in the Engineering News Record, or an equivalent publication in the event the Engineering News Record is no longer published. The Authority shall determine a proposed annual adjustment based on the difference between the most currently available index value and the index value from the month and year of the previous adjustment. No fee adjustment shall be effective until approved by the Authority Board. Any fee adjustment approved by the Board shall be effective on July 1st of the year in which the action is taken, or at such other time as is provided by law. Notwithstanding the foregoing, the Cost-to-Complete will be adjusted to reflect actual costs associated with the Transportation Improvements, when such costs are known.”

5. Paragraph F of Section 10 COSTS ASSESSED AND DISTRIBUTED is hereby amended to read in its entirety as follows:

“F. Except for the Placer Parkway, improvements on State highways, and Rail/Bus Transit projects (as defined in Exhibit A), construction of the Transportation Improvements shall be the South Placer Regional Transportation Authority Page 3 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

responsibility of the Member in whose jurisdiction the
improvement(s) is/are located. For Transportation Improvements where the Member is responsible, the Authority will transfer construction funds to the Member in the manner approved by the Authority. For Transportation Improvements on a State highway, the Authority may execute agreements with the State and/or Members establishing responsibility for construction of the Transportation Improvements and may transfer construction funds in accordance with those agreements.”

6. Section 19 NOTICES is hereby amended to read in its entirety as follows:

SECTION 19. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered personally or by mail to the respective legal counsel of the Member jurisdictions and to:

City of Lincoln City of Roseville
600 6th Street 311 Vernon St.

Lincoln, CA 95648 Roseville, CA 95678
Attn: City Manager Attn: City Manager

County of Placer City of Rocklin
175 Fulweiler Avenue 3970 Rocklin Road
Auburn, CA 95603 Rocklin, CA 95677
Attn: County Executive Officer Attn: City Manager

7. NO FURTHER AMENDMENTS. Except as expressly amended herein, all terms and conditions of the Agreement shall remain the same and in full force and effect.

8. COUNTERPARTS. This Amendment may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all maters related thereto, which such scanned and electronic signatures having the same legal effect as original signatures

South Placer Regional Transportation Authority Page 4 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

The Members have executed and attested this Agreement effective upon the execution of all Members herein as of the date first above written.

ATTEST: CITY OF LINCOLN
A Municipal Corporation

_____________________________ By____________________________ City Clerk, City of Lincoln Mayor

Approved as to Form:

____________________________
City Attorney

ATTEST: CITY OF ROCKLIN
A Municipal Corporation

_____________________________ By_____________________________ City Clerk, City of Rocklin Mayor

Approved as to Form:

_____________________
City Attorney

South Placer Regional Transportation Authority Page 5 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

ATTEST: CITY OF ROSEVILLE
A Municipal Corporation

_____________________________ By_____________________________ City Clerk, City of Roseville Mayor

Approved as to Form:

_____________________
City Attorney

ATTEST: COUNTY OF PLACER
A political subdivision of the State of California

_____________________________ By______________________________ Clerk of the Board, Chairman
Placer County

Approved as to Form:

_____________________
County Counsel

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT
AMONG

THE CITY OF LINCOLN,
THE. CITY. OF ROCKLIN,

THE CITY OF ROSEVILLE
and
- ---cc--- THE COUNTY OF PLACER
l l'1 tf:la
FOR THE PLANNING, DESIG~,_FINANCING, ACQUISITION AND -

CONSTRUCTION OF
• REGIONAL TRANSPORTATION IMPROVEMENTS

SCANNED
.. '

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT
This Amended and Restated Joint Exercise of Powers Agreement (the "Agreement") is entered into as of , 2002, October , 2003 by and among the City of Lincoln, the City of Rocklin, the City of Roseville and the County of Placer (hereinafter collectively referred to as the "Members" and individually as "Member").

SECTION 1. RECITALS
• A. The Members have the common powers to acquire real property and to _ plan, design, finance, and construct roadway, intersection, at-grade railroad crossing, interchange, arui various transit and rail fixed facility improvements and to purchase. lease, and sublease real and personal property and all .improvement thereon, to the Placer County Transportation Planning Agency ("PCTPA") and other third parties (the foregoing powers, -improvements, and the acquisition of real property in connection therewith, are hereinafter collectively referred to as, the "Transportation Improvements"). ·B. The Members have determined that the public interest will be served by the cooperative exercise of these individual powers through this Agreement in order to plan for, design, finance, acquire, determine the timing of construction of, and construct, Transportation Improvements to serve · their respective jurisdictions and spheres of influence .
. C. It has been determine_d by the Members that the Transportation Improvements must be undertaken in order to meet traffic demands in the growing region served by the jurisdictions. This Agreement is intended to create _a joint powers authority with the power tQ_ plan for, design, finance, acquire, determine the timing of construction of, and construct, the Transportation Improvements.

SECTION 2. AUTHORITY, PURPOSE AND COOPERATION
This Agreement is made pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (commencing with section 6500) (the "Law") relative to the joint exercise of powers common: to the Members. The purpose of this Agreement is to provide for the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction, of Transportation Improvements located in the Members' respective jurisdictions.

A conceptual outline of the Transportation Improvements generally contemplated by the Members as of the date first above written is attached South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement .

Page9
.knuary 4, WO? Qqoher 1. 2001
hereto as Exhibit A and incorporated herein. Said listing of Transportation Improvements is subject to refinement and modification by the Authority's Board of Directors as provided hereinafter.

SECTION 3. CREATION OF AUTHORITY
The Members hereby create the South Placer Regional Transportation Authority ("Authority"), a public entity separate from each of the Members, whose jurisdiction is shown and described in Exhibit A, attached hereto and incorporated herein.

SECTION 4. TERM AND TERMINATION
• This Agreement shall be effective as of that date first_ writteri above. It shall remain in effect until the pUrpose stated in Section 2 is fully accomplished1. or until terminated by the unanimous agreement of the Members; provided, however, that this Agreement may not be terminated until all bonds or other instruments of h1debtedness issued by the .Authority, if any, have been paid in full. Any Member may withdraw its participation in this Agreement at any time; provided that the withdrawing Member shall pay an equitable. portion of its share of the cost of the Transportation Improvements, as reasonably determined by the Authority's Board of Directors, taking into account the date of such Member's withdrawal, its growth and development plans, and including any reconciliation amounts for funds advanced or paid on behalf of the withdrawing Member by another source.

SECTION 5. POWERS
The Authority shall have all powers necessary or reasonably convenient to carry outthe pull?~ses st_ated in Section 2, including, but not limited to, the following:

A. to develop a plan or formula for determining the timing, sequence and financing (including cost allocation among the Members} of construction of the Transportation Improvements; . .

B. • to design .the Transportation Improvements;
C. to construct, or cause the construction of, .Transportation Improvements; provided that the Authority shall not construct Transportation Improvements except those related to the Placer Parkway and Rail/Bus Transit projects (as defined in Exhibit A);
South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
January 4, 2()()J October 1. 2003
i •
D. to coordinate the construction and/or redevelopment of the Transportation Improvements with all affected governmental agencies; E. to secure administrative office space and furnishings; F. to make and enter into contracts;
G. to contract for, or employ, administrative, technical and support staff, and consultants and contractors of any kind;
H. to acquire and maintain insurance of all types;
I. to lease, acquire; hold, sublease. or dispose of real property by negotiation, . dedication,_ or eminent domain,· including the purchase of. lease. and sublease· of real and· personal -property, and all improvements thereto to PCTPA and/or~· any . third parties, in conjunction with PCTPA's development of a multi-modal . transportation center, third party office space. and PCTPA's office space related to its duties as a transportation planning-agency and its dutiesreauired pursuant to this Agreement; J. to lease, acquire, operate, maintain and dispose of materials, supplies, and equipment of all types;
K. to accept, hold, invest (pursuant to the La~, including, without limitation, section 6509.5 thereof), manage, and expend monies; ____ _ L. to obtain and secure funding from all available public and private sources including local, state, and/ or the federal government, including but not limited to, bond issuances, lease purchase agreements, public grants, private contributions, public and private loans, and other funds; M. to levy, collect or. cause to be collected transportation impact fees ("Impact Fees") on ne~ residential, commercial and industrial development to fund the design, planning, financing; acquisition, and construction, of the Transportation Improvements;
--- - . ---
N. to form a special assessment district under any legal authority that exists now or in the future, including, without limitation, the Improvement Act of 1911 (Streets & Highways Code section 5000 et seq.), the Municipal Improvement Act of 1913 (Streets & Highways Code section 10000 et seq.), the Improvement Bond act of 1915 (Streets & Highways Code section 8500 et seq.), or any other authority that exists now ~>r in the future; South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
• January 4, 2002 October I. 2003

0. to form a special tax district under the Mello-Roos Community Facilities District Act or any other authority that may exist now or in the future; • P. to negotiate and enter into reimbursement agreements when monies to construct Transportation Improvements are advanced;
Q. to sue and be sued; and
R. all powers incidental to the foregoing.

SECTION 6. DUTIES
The Authority shall have the duty to do the following within the times specified or, if no time is specified, within a reasonable time:

A. To prepare and adopt a South Placer Regional Transportation Improvement Program specifying the Transportation Improvements (the "Improvement Program").

B. To prepare and adopt a plan or formula for determining the timing, sequence and financing (including cost allocation among the Members) of construction and/or acquisition of the . Transportation Improvements, hereinafter referred to as the "Implementation Plan." The Implementation Plan shall reference the relevant terms and conditions of any agreement entered into by any Member with a landowner under which funds were _ advanced or used for the construction of the Transportation Improvements.

C. to retain legal counsel for all Authority business, including litigation; D. to evaluate the need for, and acquire and maintain if necessary, liability, errors:and omissions, or other insurance; and
E. to conduct an annual audit as required by the provisions of Subsection

7.D(3).

SECTION 7. ADMINISTRATIO_N -
A. Governing Board.- Membership. rhe Authority shall be administered by a board of directors ("Board") consisting of four (4), directors and four (4) alternates. One (1) director and one (1) alternate shall be appointed by each Member from its governing body.

B. • Meetings.

South Placer Regiona! Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
o'lanwary 4, 2()0.2 October 1. 2003
(1) Regular Meetings. The Board shall by resolution establish the number of regular meetings to be held each year and the date, hour and location at which such regular meetings shall be held; provided, that the Board shall meet at least once every three (3) month(s) or quarterly. (2) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of the Ralph M. Brown Act (California Government Code section.54950 et seq.).
(3) Conduct of Meetings. All meetings of the Board shall be held in accordance with the Ralph M. Brown Act (California Government Code section 54950 et seq.).
. . .
(4) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each ·meeting, cause a copy of the minutes to be forwarded to each director of the Board, and to the Members.
• (5) Quorum.· Three (3) directors of the Board shall constitute a quorum for the transaction of business. Except as provided in Section 8, actions of the Board shall require the affirmative vote of a majority of the entire Board (i.e., three (3) affirmative votes).

C. Procedures.
(1) The Board shall elect a chair annually from among its membership, with the Chair rotated amongst the membership, to preside at -meetings and shall select a secretary who may, but need not, be a member of the Board. The Board may, from time to time, elect such other officers as the Board shall deem necessary or convenient to conduct the affairs of the Authority.
(2) The Board may adopt by resolution rules of procedure, not inconsistent with the provisions of this Agreement, to govern the conduct of its meetings.
· (3) Members of the Board sJ:ia.il compiy with Title • 9 ·of the· California Government Code, commencing with section 81000 (Political Reform Act of 1974).

D. Administration. Unless as otherwise agreed to by the Members, staff of the Placer County Transportation Planning Agency ("PCTPA") will perform administrative functions for the Authority, to be funded with the revenues of the Authority.

South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
Jan1;1a1,y 4, lO{f.2 October 1. 2003
E. Fiscal Matters.
(1) Treasurer/Auditor
(A) Except as provided in Subsection (B), below, the finance director of the PCTPA is designated the treasurer/auditor of the Authority with the powers,' duties, and responsibilities specified iri the Law, including, without limitation, sections 6505 and 6505.5 thereof.
(B) In lieu of the designation in Subsection (A), above, the Board may appoint one or more of the Authority's officers or employees to either or both of the positions of treasurer or auditor as provided.in ili.e Law, including, without limitation, section 6505.6 thereof.
(2) Custodian of Property. The treasurer and auditor of the Authority shall be the public officers who have charge of, handle, and have access to, the Authority's property and shall file with the Authority an official bond in the amount set by the Board.
(3) Accounts and Reports. The Board shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and record~ of the Authority shall be open to inspection at all reasonable times to the Members and their respective representatives. The accounts shall be prepared and maintained by the treasurer and auditor of the Authority. The Authority, within one hundred twenty (120) days after the close of each fiscal year, shall cause an independent audit of all financial activities for such fiscal year to be prepared by an independent certified public accountant employed by the Authority.·· The Authority shall promptly deliver copies of the audit report to the Members.
(4) Budgets; The Board shall adopt a budget no later than ninety (90) days after the effective date of this Agreement and no later than June 30 each year thereafter.
(5) Contributions. Costs for the design, planning, financing, acquisition, and- construction, of the Transportation improvements will be shared amongst'theMembers based upon their respective proportionate shares as shall be set forth in the Improvement Program.

SECTION 8. VOTING
Notwithstanding Subsection 7.B (5), the following actions may only be taken as set forth below:

South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
Jan"'e,y 4, 2002 October/. 2001
A. The unanimous affirmative vote of the entire Board is required to adopt the Improvement Program and the Implementation Plan. It is agreed that the voting structure may be amended pursuant to Section 18 hereof in the event of addition of a new Member to the Authority. Any change in the voting structure shall require an amendment to this Agreement.

B. The unanimous affirmative vote of the entire Board is required to (1) adopt any changes to the Improvement Program or the Implementation Plan, including, without limitation, adding, deleting, modifying, or changing the priority of, Transportation Improvements to be constructed; (2) change the cost sharingJormula among the Members; (3) authorize _the issuance ahd sfl,le, , -refinancing, or early redemption, -of bonds; or (4) impose fees or assessments, levy taxes;·or order the formation of an assessment or special district.

C. The exercise of the power of eminent domain must be approved by an affirmativ~ vote of the Board as set forth in Section 7.B (5), including the director appointed by the Member in whose jurisdiction the property is located.

For the • purposes of: this Section, the jurisdictior:i- of the County is the - unincorporated area.

SECTION 9. EXERCISE OF POWERS
The powers and duties which (a) are common to the Members, and (b) are vested in the Authority only by virtue of this Agreement, and are not independent powers and duties which_ arise by virtue of the Law, shall be exercised and carried out subject only to such restrictions upon the manner of exercising such powers or canying out such duties as are imposed upon the City of Rocklin in the exercise of similar powers or in carrying out similar duties, as provided 'in section 6509 of the Law.

SECTION 10. COSTS ASSESSED AND DISTRIBUTED
A. The Authority will establish and maintain a current estimate of all costs associated with the Transportation Improvements included in the Improvement _Program not y_et incurred ("Cost-_to:-~_omplete").-. The Cost-to-Complete_ win be adjusted annually- based- on the Construction Cost_.Index as published in the· Engineering News Record, or an equivalent publication in the event the Engineering News Record is no longer published. The adjustment period shall be from April to April. Notwithstanding the foregoing, the Cost-to-Complete will be adjusted to reflect actual costs • associated with the Transportation Improvements, when such costs are known.

South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement • Page9
J.a.nue.ry 4, 2{)(}2 October I. 2003
B. It is anticipated that sources of revenue other than a transportation impact fee (the "Impact Fee") will be available to assist in funding the Transportation Improvements. For all Transportation Improvements, it is assumed that: (1) Curbs, gutters and sidewalks, where required by zoning, are the responsibility of the applicable developer or Member; and (2) Frontage improvements of a lane plus _shoulder, where required by zoning, will be constructed along developing property at no cost to the Improvement Program.

C. The Authority will levy the Impact Fee on new development consistent with law to fund any portion of the cost of the Transportation Improvements not funded by other sources. Each Member shall collect the Impact Fee and deposit it in a separate interest-bearing account maintained by such Member . . Each Member shall transmit all amounts collected~ plus actual inte_rest earned thereon, to the Authority quarterly. •
D. Each Member's financial responsibility to make quarterly payments to the Authority shall not exceed the amount in the account described in Section

10.C, above. Each Member may contribute more than its proportionate share for a particular·segment or improvement. In such· event, subject to approval by the Board, that Member's account shall be credited for the excess amount and the amount shall be applied toward its proportionate share of future segments or improvements. The amount and timing of such credits may be adjusted by the Board in consideration of other improvement priorities.

E. The Authority shall maintain Impact Fees in a separate interest bearing account -and shall use such funds consistent with the purposes of. this Agreement.

F; Except for the Placer Parkway and Rail/Bus Transit projects (as defined in Exhibit A), construction of the Transportation Improvements shall be the responsibility of the Member in whose jurisdiction the improvement(s) is/are located. . The Authority will transfer construction funds to the Member in the manner approved by the Authority.

G. • In the event that an outside funding source, such as the State or federal gov~mment, provides funds other than those . identified in the Improvement Program to one or more of the Transportation Improvements, credit will be • apportioned amongst all Members according .. to the· funding apportionment forrtn.ila.( s) applicable· to the Transportation Improvement( s). • H. Each Member ·will provide the Authority with an annual accounting of Impact Fee revenue collected, and other funds provided to the Member for construction of Transportation Improvements. All funds and proced,ures shall be subject to audit.

South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
Januery 4, 2()02 October I. 2001
I. A public entity may, subject to the unanimous agreement of the Members, become a party to this Agreement, provided such entity shall have contributed its proportionate share of the Transportation Improvement costs incurred from the effective date of this Agreement to the date of such entity's membership. The proportionate share of costs attributable to such entity shall reasonably be determined by the Board.

SECTION 11. FISCAL YEAR
The fiscal year of the Authority shall be the period from July 1 each year to and including the following June 30.

SECTION 12. DEBTS, LIABILITIES,AND OBLIGATIONS
The debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of the Members, either jointly or severally. • SECTION 13. LIABILITY OF BOARD, OFFICERS AND EMPLOYEES
A. The directors/ alternates of the Board, officers, and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers, and in the perfonnarice of their duties pursuant to this Agreement. They shall not be liable to the Members for any mistake of judgment or other action made, taken, or omitted by them in good faith, nor for any action made, taken, or omitted by any agent, employee, or independent contractor selected with reasonable care, nor for loss incurred through the. investment ·of the Authority's funds, or failure to invest the same.

B. To the extent authorized by California law, no director/ alternate of the Board, officer, or employee of the Authority shall be responsible for any action made, taken, or omitted, by any other director/ alternate of the Board, officer, or employee. No director/ alternate of the Board, officer, or employee of the Authority shall be required. to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement, except as provided in S-y.bsection 7.D(2).

SECTION 14. LIBERAL CONSTRUCTION
The provisions of this Agreement shall be liberally construed as necessary or reasonably convenient to achieve the purposes stated in Section·

2. -
SECTION 15. DISPOSITION OF PROPERTY
South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
Jam;1ery 4, 2Q()J October 1. 2003
Upon termination of this Agreement, the Authority shall convey all assets of the Authority, if any, to the Members in proportion to their respective contributions, provided that real property acquired by eminent domain shall be conveyed to the Member in whose jurisdiction the property is located.

SECTION 16. SEVERABILITY
Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be- rendered unenforceable or ineffoctual, the validity of the remaining -portions or provisions shall not be affected there by.

SECTION 17. SUCCESSORS; ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members. No Member may assign any rights or obligations hereunder without the consent of the other Members; provided, however, that no such assignment may be made if it would materially and adversely- affect (a) the rating of· bonds issued by-the Authority, or {b) bondholders holding such bonds.

SECTION 18. AMENDMENTS
This Agreement may be amended only by the unanimous writtenagreement of the Members. So long as any bonds of the Authority are outstanding and unpaid, or funds are not otherwise set aside for the payment or redemption thereof in accordance with- the terms of the bonds and the documentation relating thereto, this Agreement shall not be amended, modified or otherwise revised, change_d or rescinded, if such action would n;iaterially and adversely affect { 1) the rating of bonds issued by the Authority, or (2) bondholders holding such bonds.

SECTION 19. NOTICES
. . .

Any notice required or permitted under this Agreement shall be in writing and delivered personally or by mail to the respective legal counsel of the Member jurisdictions and to: •
City of Lincoln
640 Fifth Street
Lincoln, CA 95648
Attn: City Manager
South Placer Regional Transportation Authority
City of Roseville
311 Vernon St ..

Roseville, CA 95678
Attn: City Manager
Amended and Restated Joint Exercise of Powers Agreement Page9
January 4, 2002 October I. 200;1
County of Placer
175 Fulweiler Avenue
• Auburn, CA 95603
Attn: County Executive Officer
SECTION 20. COUNTERPARTS
City of Rocklin
3980 Rocklin Road
Rocklin, CA 95677
Attn: City Manager
This Agreement may be executed in any number of counterparts, and by different parties· in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. -SECTION 21. AGREEMENT OF PLACER COUNTY TRANSPORTATION

PLANNING AGENCY (PCTPA) TO PROVIDE STAFF AND ACT
AS TREASURER.

PCTPA agrees and consents to provide staff and act as Treasurer for the Authority as provided herein. PCTPA is not a member of the Authority. After execution of this Agreement, it is the intent of the Members and PCTPA to develop a staffing agreement between the Authority and PCTPA to provide for the administration and management of the Authority with reasonable rights of termination by either party.

South Placer Regional Transportation Authority •
Amended and Restated Joint Exercise of Powers Agreement Page9
January 1; 2002 October I. 2003
. '.

The Members have executed and attested this Agreement as of the date first above written.

ATTEST:

Ap2~
City Attorney
ATTEST: CITY OF ROCKLIN
A Municipal Corporation
-~---___ By /dYz&,/ ~ ck~
City Clerk, City of Rocklin Ma~
Approved as to Form:
'<½Nweoh~
City Attorney
ATTEST: CITY OF ROSEVILLE
~
City Clerk, City of Roseville
South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement Page9
January 4, 200J October 1. 2003
' ' •
City Attorney
ATI'EST: COUNTY OF PLACER
~~By~ /J~
Clerk of the Board, • ~ ;J
Placer County _-
Approved as to Form:

Placer County Transportation Planning Agency "PCTPA" hereby consents to· the provisions- of this A_greement regarding staffing and financial duties of PCTPA.

By:~~~
Chairperson ~
South Placer Regional Transportation Authority
Amended and Restated Joint Exercise of Powers Agreement- Page9
January 4, 2002 (!ctoher 1. 200j_
r
' "
' ' .
_ .. ,·

EXHIBIT A
Conceptual Outline of Transportation Improvements

KUTAK ROCK LLP
DRAFT I 0/01/2003
This is merely a conceptual outline of the transportation improvements.

The JP A Board will adopt a Transportation Improvement Program Proposed transportation improvements and their location are set forth below, See Figure A-1 for location map of projects. Note that the rail and bus improvements will occur throughout the County and are thus not shown on the map.
• Rail and Bus Transit
The rail and bus transit improvements are focused in the areas of commuter rail, commuter/express bus, and fixed route buses. The following types of specific improvements would be considered eligible to receive fee program finding:
• Rail stations;
• Intennodal transit facilities; •
• Park and ride lots
• Bus shelters, pullouts, etc.;
. • Rail guide-way improvements (railbed, track, signals, etc.); • Maintenance and refueling facilities (main and satellite);· • Related streetscape, bicycle, and pedestrian improvements; and • Acg~develop, lease and sublease real and personal property and all improvements thereto, for the development of the multi-modal transportation center of Placer County Transportation Planning Agency and the office space related thereto and any other third party office located on such premises.

Douglas Boulevardll-80 Interchange
The proposed Douglas Boulevard/I-80 interchange project provides significant enhancements to the circulation to and through south Placer County. This project not only upgrades the interchange itself but also encompasses improvements to the adjacent Douglas Boulevard/Sunrise Boulevard intersection. The overall project provides improved access to and through east and west -~oseville as well as unincorporated areas-of Placer County and to Sacramento County to the south. The proposed improvements at this interchange include a reconfiguration of the interchange with a flyover ramp eastbound Douglas Boulevard to Sunrise Boulevard, a tunnel section from Sunrise Boulevard to northbound I-80, as well as ramp modifications and improvements.

Sierra College Boulevard
Sierra College Boulevard is a major north-south arterial that provides a link from State Route 193 in Lincoln to I-80 in Rocklin and on to the Sacramento County line. Sierra College Boulevard traverses Lincolri, unincorporated Placer County, Loomis, Rocklin and Roseville. The proposed improvements to Sierra College Boulevard would consist of widening the roadway to. four or six lanes from State Route 193 to the Sacramento County line, excluding improvements to the interchange at 1-80, which will be funded by STIP funds.

It is assumed that: (1) Curbs, gutters and sidewalks, ·where required by zoning, are the responsibility South Placer Regional Transportation Improvement Program JPA Exhibit A
11-48946.2/1
PageA-1
January 8, 2002
...
of the applicable developer or Member and (2) Frontage improvements of a lane plus shoulder, where required by zoning, will be constructed along developing property at no cost to the Improvement Program. It is noted that, under current zoning, certain segments of Sierra College Boulevard are not expected to develop to the level requiring such frontage improvements:

Segments that have already been constructed may result in fee credits to districts such as Roseville, Rocklin, and fee districts within the County.

The proposed Sierra College Boulevard segments to be funded/credited by the fee program include:

Segment I-From State Route 193 to the northern city limit of the City of Rocklin. • Segment 2a - From the northern city limit of the City of Rocklin to the northern · boundary of the Town of Loomis.·
• Segment 5 - futerstate 80 to Rocklin Road.

Segment 6-Rocklin Road to the southern city limit of the City of Rocklin. • Segment 7- Southern city limit of Rocklin to Douglas Boulevard. • Segment 8 - Douglas Boulevard to Eureka Road.
• Segment 9-Eureka Road to Roseville Parkway.
• Segment 10 - Roseville Parkway to the Sacramento County line.

Segments that are currently not included but coul~ be funded in the later years of the fee program include:
• Segment 2b - Front the northern boundary of the Town of Loomis to Taylor Road all within Loomis.
0 S~gment 3 - From Taylor Road to Granite Drive all within the Town of Loomis.

Segments that would be funded by other sources include:
• Segment 4-I-80/Sierra College Boulevard Interchange.

SR 65 Lincoln Bypass
The proposed project is approximately IO-mile mixed two-lane and four-lane facility extending from Industrial A venue in Lincoln to just north of Sheridan.

Placer Parkway
The concept of a transportation facility that would connect State Route 65 to State Routes 70/99 through Placer and Sutter Counties has been (iiscµssed for several years. However, it is only within the last three years that these conceptual discussions have progressed to actual alignment studies due to increased congestion experienced on I-80 and continued growth in South Placer County.

A Project Study Report (PSR) for the environmental work associated with the Placer Parkway was . approved in August, 2001. The PSR considered several alignment options for Placer Parkway. The recommended alignment for planning purposes consists of a nearly 15-mile long, four-lane expressway/freeway, conn~cting from State Route 65 at Whitney Boulevard to State Routes 70/99 at a point about one mile north of Riego Road.

South Placer Regional Transportation Improvement Program JP A Exhibit A
11-48946.2/2
PageA-2
January 8, 2002
RESOLUTION NO. 2oo3-i99
RESOLUTION OF THE CITY OF Lincoln AUTHORIZING THE

EXECUTION AND DELIV,ERY OF AN AMENDED AND RESTATED JOINT

EXERCISE OF POWERS AGREEMENT TO EXPAND THE POWERS AND

AUTHORITY OF THE SOUTH PLACER REGIONAL TRANSPORTATION

AUTHORITY
WHEREAS, the City of Lincoln (the "City'') is a Member with other jurisdictions, pursuant to the laws of the State of California, in the South Placer Regional Transportation Authority (the "Authority"); and
WHEREAS, the purpose of the Authority is to provide for the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction of roadway, intersection, at-grade railroad crossing, interchange, various transit and rail fixed facility improvements (the "Transportation Improvements"); and WHEREAS, there has been presented to this meeting a form of the Amended and Restated Joint Exercise of Powers Agreement (the "Agreement"), which Agreement created and established the Authority, and which sets the terms and conditions to allow for the expansion of powers and authority to include the purchase, lease and sublease of real and personal property and all improvement thereon, in conjunction with the development of a multi-modal transportation center, by the Placer County Transportation Planning Agency, lease and sublease property to other third parties, and amend the definition of Transportation hnprovements to include these such activities.

NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL ("COUNCIL") OF THE CITY OF Lincoln THAT:

1. The Council hereby finds and declares that entering into the Agreement satisfies various public purposes, including, without limitation, encouraging the financing of Transportation Improvements which are located within the County's jurisdictional boundaries.

2. The form of this Agreement, attached hereto as Exhibit A, as submitted to the City and incorporated into this Resolution by reference, is hereby approved. The appropriate officers and employees of the City are hereby authorized and directed to execute and deliver the Agreement in substantially said form, with such changes, or additions thereto that hereafter may become necessary in the interests of the City and other members of the Authority and which are reviewed and approved by the City's Attorney any such changes or additions to be conclusively evidenced by the execution and delivery of the Agreement.

3. The appropriate officers and employees of the City are authorized and directed to take all action necessary or desirable pursuant to the provisions of this Resolution.

4. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED, this 14th day if October, 2003. 11-49028.2/1
[SEAL]
CITY OF Lincoln
By:~--
Its: Mayor
ATTEST:
11-49028.2/2 2
RESOLUTION NO. 2003-327

RESOLUTION OF TIIE CITY COUNCIL

OF THE CITY OF ROCKLIN
AUTHORIZING THE EXEClITION AND DELIVERY

OF AN AMENDED AND RESTATED JOINT EXERCISE OF
• POWERS AGREEMENT TO EXPAND THE POWERS AND

AUTHORITY OF THE SOUTH PLACER REGIONAL

TRANSPORTATION AUTHORITY
WHEREAS, the City of Rocklin (the "City") is a Member with other jurisdictions, pursuant to the laws of the State of California, in the South Placer Regional Transportation Authority (the "Authority"); and
WHEREAS, the purpose of the Authority is to provide for the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction of roadway, intersection, at-grade railroad crossing, interchange, various transit and rail fixed facility improvements (the ''Transportation Improvements"); and WHEREAS, there has been presented to this meeting a form of the Amended and Restated Joint Exercise of Powers Agreement (the "Agreement"), which Agreement • created and established the Authority, and which sets the terms and conditions to allow for the expansion of powers and authority to include the purchase, lease and sublease of real and personal property and all improvement thereon, in conjunction with . the development of a multi-modal transportation center, by the Placer County Transportation Planning Agency, lease and sublease property to other third parties,· and amend the definition of Transportation Improvements to include these such activities.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. • The Council hereby finds and declares that entering into the Agreement satisfies various public purposes, including, without limitation, encouraging the financing of Transportation Improvements which are located within the County's jurisdictional boundaries.

Section 2. The form of this Agreement, attached hereto as Exhibit A, as submitted to the City and incorporated into this Resolution by reference, is hereby approved. The appropriate officers and employees of the City are hereby authorized and directed to execute and deliver the Agreement in substantially said form, with such changes, or additions thereto that hereafter may become necessary in the interests of the City and other members of the Authority and which are reviewed and approved by the City Attorney any such changes or additions to be conclusively evidenced by the execution and deliveiy of the Agreement.
•
•
•
Section 3. The appropriate officers and employees of the City are authorized and directed to take all action necessary or desirable pursuant to the provisions of this Resolution. ..

Section 4. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 14th day of October, 2003, by the following roll call vote:

A YES: Council.members:

NOES: Council.members:

ABSENT: Councihnembers:

ABSTAIN: Councilmembers:

ATTEST:

City Clerk
Magnuson, Storey, Hill, Yorde, Lund
None
None
None
Kathy£; May
e:/clerk/reso/sparta agr/(bei)OS/30/2003
Page2 of
Reso. No. 2003-327
RESOLUTIONNO. 03-507
~PROVING AN AMENDED AND RESTATED AGREEMENT

BETWEEN CITY OF ROSEVILLE, CITY OF LINCOLN, CITY OF ROCKLIN, AND

COUNTY OF PLACER AND AUTHORIZING THE CITY MANAGER
TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE •
~REAS; an amended and restated joint exercise ·of powers. agreement for the planning, design, financing, acquisition ahd construction of regional transportation i.niprovement, between the-City of Roseville, City ofJ.,incoln, City of Rocklin and County of Placer, has b~<m reviewed by the Council; • •
. - NOW, THEREFORE, BE IT RESOLVED,by the Council of the City of Roseville that said agreement is approved and .that the City Manager is authorized to execute it on behalf of the City of Roseville.· • ·-- ·- •
P ASSED-.AND ADOPTED by the Council ·of the City of Roseville this~ day of - October • • 20Q!., by the_ following vote on roll call: • • • A YES COUNCILMEl\IBERS: •
NOES ~OUNCILMEMBERS:

ABSENT COPN~ILMEJv.IBERS:

ATTEST:
• John Allard, Ji1D. Gray, Gina Garbo lino, Rocky Rockholm . None
The foregoing instrument is a correct copy of the
original on file in the City Clerks DepartmenL .

Before the Board of Supervisors
County of Placer, State of California
In the matter of: A RESOLUTION AUTHORIZING Resol. No:2003 - 284 ....

EXECUTION AND DELIVERY OF AN AMENDED AND
RESTATED JOINT EXERCISE OF POWERS Ord. No: ............................. .

AGREEMENTTOEXPANDTHEPOWERSAND

AUTHORITY OF THE SOUTH PLACER REGIONAL
TRANSPORTATION AUTHORITY AND AUTHORIZING First Reading: ................. .

THE FINANCING OF THE PLACER COUNTY

TRANSPORTATION PLANNING AGENCY PROJECT

BY THE CALIFORNIA LOCAL GOVERNMENT

FINANCE AUTHORITY AND MAKING A FINDING OF

A SIGNIFICANT PUBLIC BENEFIT BY SUCH

FINANCING
The following RESOLUTION was duly passed by the Board of Supervisors of the County of Placer at a regular meeting held __ N_ov_e_mb_e_r_4_, _2_0_03 ___ _ by the following vote on roll call:

Ayes: SANTUCCI, WEYGANDT, WHITE, GAINES, BLOOMil'lf:OOlffil0ING INSTRUMENT ISA CORRECT

COPY OF THE ORIGINAL ON ALE IN THIS OFACE
AmST
Noes:

Absent:

NONE
NONE
Signed and approved by me after its passage.

Attest:

Clerk of said Board
Jl/ifl/1 1L ±fe!m/lAl_

ANN HOLMAN
WHEREAS, the County of Placer (the "County") is a Member with other jurisdictions, pursuant to the laws of the State of California, in the South Placer Regional Transportation Authority (the "Authority"); and WHEREAS, the purpose of the Authority is to provide for· the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction of roadway, intersection, at-grade railroad crossing, interchange, various transit and rail fixed facility improvements (the "Transportation Improvements"); and •
I
ResolutLon 2003-284
WHEREAS, there has been presented to this meeting a form of the Amended and Restated Joint Exercise of Powers Agreement, including a revised Exhibit A, (the "Agreement"), which Agreement created and established the Authority, and which sets the terms and conditions to allow for the expansion of powers and authority to include the purchase, lease and sublease of real and personal property and all improvements thereon, in conjunction with the development of a multi-modal transportation center by the Placer County Transportation Planning Agency (the "Project"), issuance of Bonds by California Local Government Finance Authority ("CLGFA") to finance the Project, lease and sublease property by the Authority to other third parties, and amends the definition of Transportation Improvements to include these such activities; and WHEREAS, as a condition precedent to the issuance of Bonds by CLGFA, California Government Code Section 6586.5 requires that the Board of Supervisors of Placer County (the "Board") approve the proposed issuance of the Bonds by CLGFA and that the Board make certain findings with respect to such issuance, as hereinafter set forth, and Section 6586.5 further requires that such approval be given and findings be made only after noticed public hearing thereon; and
WHEREAS, CLGFA approves all of said transaction in furtherance of the public purposes of CLGFA, and wishes at this t_ime to take its action approving the issuance and sale of the Bonds and the lease financing to be accomplished thereby.

NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF SUPERVISORS OF PLACER COUNTY (THE "BOARD") THAT:

1. The Board hereby finds and declares that entering into the Agreement satisfies various public purposes, including, without limitation, encouraging the financing of Transportation Improvements which are located within the County's jurisdictional boundaries.

2. The form of this Agreement, attached hereto as Exhibit A, as submitted to the County and incorporated into this Resolution by reference, is hereby approved. The appropriate officers and employees of the County are hereby authorized and directed to execute and deliver the Agreement in substantially said form, with such changes, or additions, thereto that hereafter may become necessary in the interests of the County and other members of the Authority and which are reviewed and approved by County Counsel, with any such changes or additions to be conclusively evidenced by the execution and delivery of the Agreement.

3. The Board hereby approves the issuance of the Bonds by CLGFA 1n an aggregate principal amount of not to exceed $4 million for the purpose of providing funds to enable the Authority to finance the Project. The Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs or bond issuance costs and thereby result in significant public benefits to its members within the contemplation of California Government Code Section 6586.

I
Resolution 2003-284

4. The appropriate officers and employees of the County are authorized and directed to take all actions necessary or desirable pursuant to the provisions of this Resolution.

5. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED, this 4th day of November, 2003.

FIRST AMENDMENT TO

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT

REGARDING THE SOUTH PLACER REGIONAL TRANSPORTATION

AUTHORITY

AMONG

THE CITY OF LINCOLN,

THE CITY OF ROCKLIN,

THE CITY OF ROSEVILLE

and

THE COUNTY OF PLACER

South Placer Regional Transportation Authority Page 1 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

FIRST AMENDMENT TO

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT

This First Amendment to the Amended and Restated Joint Exercise of Powers Agreement (the “Amendment”) dated February 28, 2024 regarding the South Placer Regional Transportation Authority (“Authority”) is entered into as of ______________, 2024, by and between the City of Lincoln, the City of Rocklin, the City of Roseville and the County of Placer (hereinafter collectively referred to as the “Members” and individually as “Member”).

WHEREAS, the Amended and Restated Joint Exercise of Powers Agreement (“Agreement”) dated October 1, 2003 was approved by the Members creating the Authority for the purposes of providing the coordinated planning, design, financing, acquisition, determination of timing of construction, and construction, of Transportation Improvements;

WHEREAS, Section 18 AMENDMENTS, of the Agreement provides that the Members may amend the agreement by unanimous written agreement of the Members;

WHEREAS, the Authority has been operating consistent with the Agreement and the Authority and Members have identified certain provisions of the Agreement to be amended;

NOW THEREFORE the Members to the Agreement agree to mutually amend certain provisions of the Agreement as follows:

1. The second sentence of Section 2. AUTHORITY, PURPOSE AND COOPERATION is hereby amended to read in its entirety as follows:

“The purpose of this Agreement is to provide for the coordinated planning, design, financing, acquisition, determination of the timing of construction, and construction, of Transportation Improvements benefiting located in the Members’ respective jurisdictions.”

2. Paragraph B(1) of Section 7 ADMINISTRATION is hereby amended to read in its entirety as follows:

B. Meetings.

South Placer Regional Transportation Authority Page 2 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

“(1) Regular Meetings. The Board shall by resolution
establish the number of regular meetings to be held each year and the date, hour and location at which such regular meetings shall be held; provided, that the Board shall meet at least once every three (3) month(s) or quarterly six (6) months or semiannually.”

3. Paragraphs C(1) of Section 7 ADMINISTRATION is hereby amended to read in its entirety as follows:

C. Procedures.

“(1) The Board shall elect a chair and a vice chair annually from among its membership, with the Chair and vice chair rotated amongst the membership, to preside at -meetings. The Board and shall select a secretary who may, but need not, be a member of the Board. The Board may, from time to time, elect such other officers as the Board shall deem necessary or convenient to conduct the affairs of the Authority.”

4. Paragraph A of Section 10 COSTS ASSESSED AND DISTRIBUTED is hereby amended to read in its entirety as follows:

“A. The Authority will establish and maintain a current estimate of all costs associated with the Transportation Improvements included in the Improvement Program not yet incurred (“Cost-to- Complete”). The Cost-to-Complete will be adjusted annually based on the Construction Cost Index as published in the Engineering News Record, or an equivalent publication in the event the Engineering News Record is no longer published. The Authority shall determine a proposed annual adjustment based on the difference between the most currently available index and the index amount from the month and year of the previous
adjustment. No fee adjustment shall be effective until approved by the Authority Board. Any fee adjustment approved by the Board shall be effective on July 1st of the year in which the action is taken, or at such other time as is provided by law. The adjustment period shall be from April to April. Notwithstanding the foregoing, the Cost-to-Complete will be adjusted to reflect actual costs associated with the Transportation Improvements, when such costs are known.”

5. Paragraph F of Section 10 COSTS ASSESSED AND DISTRIBUTED is hereby amended to read in its entirety as follows:

South Placer Regional Transportation Authority Page 3 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

“F. Except for the Placer Parkway , improvements on State highways, and Rail/Bus Transit projects (as defined in Exhibit A), construction of the Transportation Improvements shall be the responsibility of the Member in whose jurisdiction the
improvement(s) is/are located. For Transportation Improvements where the Member is responsible, t The Authority will transfer construction funds to the Member in the manner approved by the Authority. For Transportation Improvements on a State highway, the Authority may execute agreements with the State and/or Members establishing responsibility for construction of the Transportation Improvements and may transfer construction funds in accordance with those agreements.”

6. Section 19 NOTICES is hereby amended to read in its entirety as follows:

SECTION 19. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered personally or by mail to the respective legal counsel of the Member jurisdictions and to:

City of Lincoln City of Roseville
640 Fifth 600 6th Street 311 Vernon St.

Lincoln, CA 95648 Roseville, CA 95678
Attn: City Manager Attn: City Manager

County of Placer City of Rocklin
175 Fulweiler Avenue 39 7080 Rocklin Road
Auburn, CA 95603 Rocklin, CA 95677
Attn: County Executive Officer Attn: City Manager

7. NO FURTHER AMENDMENTS. Except as expressly amended herein, all terms and conditions of the Agreement shall remain the same and in full force and effect.

8. COUNTERPARTS. This Amendment may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Documents executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all maters related thereto, which such South Placer Regional Transportation Authority Page 4 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

scanned and electronic signatures having the same legal effect as original signatures

The Members have executed and attested this Agreement effective upon the execution of all Members herein as of the date first above written.

ATTEST: CITY OF LINCOLN
A Municipal Corporation

_____________________________ By____________________________ City Clerk, City of Lincoln Mayor

Approved as to Form:

____________________________
City Attorney

ATTEST: CITY OF ROCKLIN
A Municipal Corporation

_____________________________ By_____________________________ City Clerk, City of Rocklin Mayor

Approved as to Form:

_____________________
City Attorney

ATTEST: CITY OF ROSEVILLE
A Municipal Corporation

_____________________________ By_____________________________ City Clerk, City of Roseville MayorCity Manager

Approved as to Form:

South Placer Regional Transportation Authority Page 5 First Amendment to Amended and Restated Joint Exercise of Powers Agreement March 2024

_____________________
City Attorney
ATTEST: COUNTY OF PLACER
A political subdivision of the State of California

_____________________________ By______________________________ Clerk of the Board, Chairman
Placer County

Approved as to Form:

_____________________
County Counsel

Placer County Transportation Planning Agency “PCTPA” hereby consents to the provisions of the Amendment and the Agreements as it relates to projects, staffing and financial duties of PCTPA.

By: ______________________________
Chairperson

Dated:____________

APPROVED AS TO FORM:

______________________________
General Counsel

COUNCIL COMMUNICATION
CC #:
3375
File #:
1001-02
Title:

Infill Parcel 014-183-029 – Summary Vacation of Public Utility Easement Contact:

Mark Johnson 916-774-5481 [email protected]
Mike Isom 916-774-5527 [email protected]

Meeting Date: 6/5/2024
Item #: 6.22.

RECOMMENDATION TO COUNCIL
Staff recommends City Council adopt a resolution to summarily vacate the existing public utility easement located on assessor’s parcel number 014-183-029 (Portion), at 260 South Harding Boulevard, and authorize the City Manager to execute any related documents necessary to facilitate the summary vacation.

BACKGROUND
As part of the I-80 Auxiliary Lanes project, a sliver of right-of-way (ROW) adjacent to the eastbound Douglas Boulevard to westbound I-80 slip on-ramp was needed to accommodate realignment of the freeway on-ramp. The South Placer Regional Transportation Authority (SPRTA) acquired, on behalf of the Placer County Transportation Planning Agency (PCTPA), the ROW from private owners, Strauch-Stephenson, and will transfer title to Caltrans upon project completion as required.

Within a portion of the ROW lies a Public Utility Easement (PUE), as described in Exhibit “A” and as depicted in Exhibit “B” of the resolution, that includes a PG&E easement for a gas pipeline that passes under I-80. In preparation for the construction project, the City of Roseville and SPRTA staff coordinated with PG&E to relocate the gas services through other infrastructure and abandon in place the gas line within the ROW and PUE at this location.

For SPRTA to transfer the ROW to Caltrans upon project completion, the parcel is required by Caltrans to be free and clear of easements. PG&E recently quitclaimed their interest in the partial easement to SPRTA and City staff has determined that the remaining partial PUE within the SPRTA ROW is no longer needed to provide safe and reliable service to residents and that abandonment of the easement is not averse to the public's interest.

Streets and Highways Code, Section 8300 et. seq., states that an easement may be terminated (vacated) by adopting a resolution of vacation. There are two pathways for vacation: summary or general. An abandonment request for a PUE is eligible for the simpler summary vacation method when any one of the three potential conditions applies:

1 .

The easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed abandonment. 2 .

The easement has been in place for less than five years, but has been in place for at least a year and has not been used for the purpose for which it was dedicated or acquired. 3 .

The need for the easement has been superseded by relocation, and there are no other public facilities in the easement.

The proposed easement vacation was routed to all utilities which could be affected by the project, and no objections were received. For these reasons, staff concludes that condition 3 (as described above) for a summary vacation applies and recommends approval of the vacation request. Pursuant to the Streets and Highways Code, Sections 8333 and 8335, an easement may be terminated (vacated) by the City if the easement has been superseded by relocation and determined to be in excess by the easement holder, and there are no other public facilities in the easement. The public utility easements located within the SPRTA ROW is in excess since the utilities therein have been abandoned and relocated (as further supported by a confirming letter provided by PG&E, dated January 25, 2024) and there are no future plans to use the easement for any other public utilities. Therefore, staff concludes the condition of the summary vacation listed within Streets and Highways Code Section 8333 applies and recommends that the public utility easement be vacated.

FISCAL IMPACT
There is no fiscal impact to the City's General Fund associated with this approval.

ENVIRONMENTAL REVIEW
The proposed project involves minor alteration in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density. This activity is categorically exempt from CEQA as a Class 5 Exemption (State CEQA Guidelines Section 15305). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Mark Johnson, Senior Engineer
Mike Isom, Development Services Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-196
ATTACHMENT 1 - Vicinity Map
CEQA Exemption
RESOLUTION NO. 24-196

ORDERING SUMMARY VACATION OF A PUBLIC UTILITY EASEMENT AT 260

SOUTH HARDING BOULEVARD

BE IT RESOLVED by the City Council of the City of Roseville as follows:

WHEREAS, in accordance with the provisions of Section 8333, et seq., of the Streets and Highways Code (Chapter 4, Summary Vacation), it is hereby found that a partial public utility easement at 260 South Harding Boulevard, as described in Exhibit “A” and depicted in Exhibit “B”, which is attached hereto and incorporated herein by reference, has been determined to be in excess as it has been superseded by relocation and the existing utilities abandoned, and no other public facilities or utilities are planned to be located within the easement; and

IT IS HEREBY ORDERED:

1. That the partial public utility easement within the SPRTA ROW at 260 South Harding Boulevard, as described in Exhibit “A” and depicted in Exhibit “B”, is hereby vacated pursuant to Streets and Highways Code Sections 8333 and 8335, and shall, as of the date of adoption of this resolution, no longer constitute a public utility easement; and

2. The City Manager is hereby authorized to execute any other documents required to effectuate the conveyance of the abandoned/vacated easement to the respective property owners; and

3. The City Clerk is hereby directed to cause a certified copy of this Resolution and Order, attested to by said Clerk under the seal of the City of Roseville, to be recorded in the Office of the County Recorder, and take any other actions necessary to effectuate the intent of this Resolution and Order.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk
EXHIBIT “A”

City of Roseville Public Utility Easement Abandonment

A parcel of land lying in the Northwest Quarter of Section 12, Township 10 North, Range 6 East, Mount Diablo Meridian, City of Roseville, County of Placer, State of California, described as follows:

All that portion of the 8’ Public Utility Easement, abutting the easterly line of PARCEL 2 as shown on the PARCEL MAP recorded on October 17, 1980, in Book 17 of Parcel Maps, Page 63, Official Records of said County, lying within the land conveyed to South Placer Regional Transportation Authority in the GRANT DEED recorded on December 1, 2021, in Document No. 2021-146513.

Containing an area of 3,367 square feet, more or less.

This real property description has been prepared by me in conformance with the Professional Land Surveyors Act on March 12, 2024.

City PUE Abandon - Exhibit A.docx 03/12/2024

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Civil Engineers/ Land Surveyors
905 SUTTER STREET, SUITE 905
FO LSOM , CA 95630
(9 16) 366-3040 Fax (91 6 ) 366-3303

CITY OF ROSEVILLE

ABANDONMENT OF

PUBLIC UTILITY EASEMENT
DATE: MARCH 12, 2024 SCALE: 1"=100'
Vicinity Map
City of Roseville, Nearmap, City of Roseville, Maxar
City Boundary
Planimetric Detail
<all other values>
Driveway
Pavement
Ramp
Roseville Parcel
Roseville Street Label
5/15/2024, 1:22:23 PM
0 0.06 0.120.03 mi
0 0.1 0.190.05 km
1:4,514
Copyright: City of Roseville
Disclaimer: This map was prepared for general inquires only. The City is not liable for errors or omissions. Official information should be obtained from recorded or adopted City documents.

Notice of Exemption

To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678

Project Title: Infill Parcel 014-183-029 – Summary Vacation of Public Utility Easement

Project Location: 260 South Harding Boulevard (APN 014-183-029-000), Roseville, CA 95678

Project Description: As part of the I -80 Auxiliary Lanes project, a sliver of right -of-way (ROW) adjacent to the eastbound Douglas Boulevard to westbound I -80 slip on -ramp was needed to accommodate realignment of the freeway on- ramp. Within a portion of the ROW lies a Public Utility Easement (PUE), that includes a PG&E easement for a gas pipeline that passes under I -80. The City, South Placer Regional Transportation Authority (SPRTA), and PG&E coordinated to abandon and relocate the gas line to a location outside of the PUE.

SPRTA must transfer the ROW to Caltrans, which requires that the parcel be f ree and clear of easements. PG&E quitclaimed their interest in the partial easement, and now the City must vacate the easement to complete the process. City staff has determined that abandonment of the easement is not averse to the public’s interest, and t he condition necessary to vacate the easement under Streets and Highways Code Section 8333 has been met. The project would not result in the creation of any new parcels, nor changes in land use or density.

Public Agency Approving Project: Roseville City Council

Agency/Individual Carrying Out Project : City of Roseville Development Services Department

Reason why this Project is Exempt: This project qualifies for a Class 5 exemption as described in Section 15305 of the California Environmental Quality Act (CEQA) guidelines which states:

“Class 5 consists of minor alterations in land use limitations in areas with an average slope of less than 20%, which do not result in any changes in land use or density, including but not limited to:

(a) Minor lot line adjustments, side yard, and set back variances not resulting in the creation of any new parcel.”

The proposed summary vacation is consistent with the above criteria, and t herefore a Class 5 exemption applies to the project.

Lead Agency Contact Person: Mark Johnson , Development Services Department, 311 Vernon Street, Roseville, CA 95678. (916) 774-5440.

Signature: Date: 5/23/2024
Jessica Lynch, Environmental Coordinator
City of Roseville

COUNCIL COMMUNICATION
CC #:
3346
File #:
0400-04-12-1
Title:

Solaire Phase 6 - Village 9 - Notice of Completion
Contact:

Matt Shields 916-223-7109 [email protected]

Meeting Date: 6/5/2024
Item #: 6.23.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt the attached resolution accepting Solaire Phase 6 - Village 9
,
CWJ#
190783
as complete and authorizing the City Engineer to execute the Notice of Completion.

BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications.

FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund.

Construction costs were paid by the developer.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of a Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Matt Shields, Construction Inspector
Mike Isom, Development Services Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-158
Notice of Completion
Exhibit A - Location Map
Final Map
RESOLUTION NO. 24-158

RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS SOLAIRE PHASE 6 – VILLAGE 9 PROJECT, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING THE CITY

ENGINEER TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE,

THEREFORE, AND ACCEPTING ALL DEDICATIONS OFFERED ON THE RECORDED MAP OF THE SUBDIVISION.

BE IT RESOLVED by the Council of the City of Roseville as follows:

1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as the Solaire Phase 6 – Village 9 is hereby approved and the public work accepted.

2. All rights of way and easements as offered on the final map of recorded with Placer County Recorder’s Office Book _GG of Maps, Page 27 is hereby accepted.

3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville, day of , this 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

CITY CLERK

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY
CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NO

TICE OF COMPLETION
N
OTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
Cit
y of Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk

State of California )
County of Placer )

I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville

State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _ ____
day of ,
20 ___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.

____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

COUNCIL COMMUNICATION
CC #:
3360
File #:
0900-04-01
Title:

Sun City Phase 3 Resurfacing Project - Road Maintenance and Rehabilitation Account Project Identification
Contact:

Joe Arino

916-774-5460 [email protected]

Meeting Date: 6/5/2024
Item #: 6.24.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution, as required by Senate Bill 1 (SB-1), identifying the Sun City Phase 3 Resurfacing Project for use of the City's 2024-25 funding allotment from the State Road Maintenance & Rehabilitation Account (RMRA) Fund.

BACKGROUND
Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, was signed into law in April of 2017 to address the budget shortfall for maintenance of existing infrastructure throughout the State. As part of the legislation, local agencies are required to list all proposed projects scheduled to receive SB-1 funding by resolution prior to receiving an apportionment of RMRA funds in a fiscal year. The funding is restricted for use on street maintenance, rehabilitation, safety, and transit projects. The California Transportation Commission issued the requirement that project lists for the 2024-25 fiscal year are due by July 1, 2024. The attached resolution fulfills that requirement.

The scope of the Sun City Resurfacing Project is planned as a multi-year project with four separate phases: Phase 1, Phase 2A, Phase 2B, and Phase 3. Each phase will be funded annually in advance of construction. Resurfacing within the Sun City Phase 3 neighborhood includes the removal and replacement of failed asphalt roadway sections as well as the application of preventative maintenance surface treatments to a portion of the Sun City neighborhood. The streets scheduled to receive the maintenance and resurfacing application are shown on the attached Exhibit A to the resolution.

The estimated useful life of these improvements is 7 to 10 years. Construction is scheduled to begin in the summer of 2024 and will continue through the end of the year. This project is part of the City's proactive street pavement maintenance program designed to seal, protect, and preserve the underlying pavement by applying relatively affordable asphalt resurfacing products.

Preventative maintenance surface treatments provide a waterproof membrane to protect the existing asphalt surfaces and extend the life of the underlying pavement. This keeps the streets in good condition avoiding pavement failures that would require more costly rehabilitation and reconstruction. In addition, the City maintains a pavement management software database to help guide staff as to which streets should be resurfaced in any given year based on field inspections and pavement condition data collected at 3-year intervals. The software allows staff to resurface streets in a systematic way that ensures we get the most out of the City's limited funding over the long term.

Staff will partner with our Public Information Officer and the contractor to continue the past three years of extensive outreach and communications with the Sun City community regarding this work.

FISCAL IMPACT
The City is estimated to receive $3.91 million from the Road Maintenance & Rehabilitation Account (RMRA - also known as SB-1) Fund in the Fiscal Year 2024-25. The engineer's estimate for this project is $5 million and is proposed to be funded by $3.9 million from the 2024-25 RMRA
Fund (SB-1) plus $1.1 million of remaining funds from the 2023-2 4 RMRA apportionment. Any
remaining RMRA funding from this fiscal year's allotment will be carried forward to next fiscal year at which point staff will identify the project upon which it will be spent. No General Fund resources will be used on the project.

ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration of existing public facilities. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Joe Arino, Assistant Engineer
Jason Shykowski, Public Works Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-166
Location Map
CEQA Exemption
RESOLUTION NO. 24-166

ADOPTING THE SUN CITY PHASE 3 RESURFACING PROJECT FUNDED BY SENATE BILL 1: THE ROAD REP AIR AND ACCOUNT ABILITY ACT OF 2017

WHEREAS, Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 in order to address the significant multi-modal transportation funding shortfalls statewide; and

WHEREAS, SB-1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and

WHEREAS, the City must adopt a list of projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA) created by SB-1 by resolution, which must include a description and the location of each proposed project, a proposed schedule for the project's completion, and the estimated useful life of the improvement; and

WHEREAS, the City will receive an estimated $3,913,000 in RMRA funding in Fiscal Year 2024-25 from SB-1; and

WHEREAS, this is the seventh year in which the City is receiving SB-1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB-1; and

WHEREAS, the City used a Pavement Management System to help develop the SB-1 project list to ensure revenues are being used on the most high-priority and cost effective projects that also meet the communities priorities for transportation investment; and

WHEREAS, the funding from SB-1 will help the City maintain and rehabilitate roads throughout the City this year and many similar projects into the future; and

WHEREAS, the 2018 California Statewide Local Streets and Roads Needs Assessment found that the City's streets and roads are in an "at-risk" condition and this revenue will help us increase the overall quality of our road system; and

WHEREAS, the SB-1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.

NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Roseville, as follows:

1. The foregoing recitals are true and correct.

2. The fiscal year 2024-25 list of projects planned to be funded with Road Maintenance and Rehabilitation Account revenues include:

The Sun City Phase 3 Resurfacing Project. This project includes removal and replacement of failed asphalt roadway sections and the application of a preventative maintenance surface treatment. Preventative maintenance surface treatments provide a waterproof membrane to protect the existing asphalt surfaces and extend the life of the underlying pavement. The streets scheduled to receive the maintenance and resurfacing application are shown on the attached Exhibit A. The estimated useful life of these improvements is seven (7) to ten (10) years. Construction is scheduled to begin in the summer of 2024 and will continue through the end of the year.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

FOOTHILLS BL

WESTBROOK BL

BLUE OAKS BL

FIDDYMENT RD

PLEASANT GROVE BL

ROSEVILLE PW
W

OODCREEKOAKSBL
DELW
EBBBL
5/14/2024S:\Arcdata\publicworks\GIS\CIP\Project Area Maps\Sun City Phase 3 - RMRA Area Map\Sun City Phase 3 - RMRA Area Map\Sun City Phase 3 - RMRA Area Map.aprx Legend

PROJECT AREA
Public Works - Engineering
SUN CITY PHASE 3 - RMRA AREA MAP
°
0 1.50.75
Miles
City of Roseville, California State Parks, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS, Esri, NASA, NGA, USGS, FEMA

Notice of Exemption

To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678

Project Title: Sun City – Phase 3 Resurfacing Project – Road Maintenance and Rehabilitation Account Project Identification

Project Location(s): On various City streets within the Sun City neighborhood.

Project Description: The scope of the Sun City Resurfacing Project was planned as a multi-year project with four separate phases: Phase 1, Phase 2A, Phase 2B, and Phase 3. Resurfacing within the Sun City Phase 3 neighborhood includes the removal and replacement of failed asphalt roadway sections as well as the application of preventative maintenance surface treatments to a portion of the Sun City neighborhood. The estimated useful life of these improvements is 7 to 10 years.

Public Agency Approving Project: Roseville City Council

Agency/Individual Carrying Out Project: City of Roseville Public Works Department

Reason why this Project is Exempt: This project qualifies for a Class 1 E xemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:

“Class 1 consists of …. .minor alteration of existing public facilities, ….involving negligible or no expansion of use beyond that previously existing…. examples include highways, streets, sidewalks, gutters, bicycle and pedestrian trails….”

The project is confined to existing streets within City right-of-way and would not result in expansion of use. No environmentally sensitive resources are located within the project site; therefore the Class 1 exemption is applicable to the proposed project.

Lead Agency Contact Person: Joseph Arino, Public Works Department, 311 Vernon Street, Roseville, CA 95678 (916) 774-5460.

Signature: Date: 5/14/2024
Jessica Lynch, Environmental Coordinator, City of
Roseville

COUNCIL COMMUNICATION
CC #:
3366
File #:
0800-04
Title:

Construction Resident Engineering and Inspection Services - On-Call Professional Services Agreement Amendments
Contact:

Nicolas Bumb 916-746-1300 [email protected]

Meeting Date: 6/5/2024
Item #: 6.25.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:

Adopt five resolutions to approve the First Amendment to the On-Call Professional Services Agreements for construction resident engineering and inspection services with HDR Construction Control Corporation, PSOMAS, Mark Thomas, WSP USA, Inc., and Ghirardelli Associates., and authorize the City Manager to execute the amendments to increase the contract authority by $500,000 for the remaining year of the three-year term to $1.5 million.

Authorize the City Manager, or his designee, to approve and execute the two (2) optional one (1) year renewals for $1.5 million each year to each Agreement without further Council approval, provided that the applicable budget is approved by the City Council each year, or until staff determines that continuing with this consultant is not in the best interest of the City.

BACKGROUND
The Public Works Engineering Division is responsible for constructing and repairing multiple Capital Improvement Program (CIP) infrastructure projects such as roads, bridges, drainage facilities, traffic signals, and municipal buildings. City Council approved Professional Service Agreements to provide construction support for these facilities over the contract duration of three to five years at the December 15, 2021 Council meeting. The selection of these five firms was based on their extensive experience with providing the requested services for projects similar to those Public Works anticipates constructing.

With the high volume of capital improvement projects that Public Works is performing, there is a need to augment City inspection staff with consultant resident engineers and inspectors. Construction consulting costs have increased significantly since 2021. Several of the contracts currently in place are using full funding authority. In order to continue to deliver the projects with quality and expedience, the current contract limits need to be increased.

FISCAL IMPACT
The recommended amendments will increase the contract authority by $500,000 for the remaining year of the three-year term, as well as the two optional renewal years, to $1.5 million per
consultant. There is no guaranteed minimum amount of work provided in the agreements and payment will only be made for actual work performed. The On-Call Professional Design Services Agreements will be funded by various Council approved CIP project budgets.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Nicolas Bumb, Associate Engineer
Jason Shykowski, Public Works Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-170
1st Amendment to On-Call PSA - Ghirardelli Associates, Inc.

Resolution 24-171
1st Amendment to On-Call PSA - HDR Construction Control Corporation Resolution 24-172
1st Amendment to On-Call PSA - Mark Thomas & Company, Inc.

Resolution 24-173
1st Amendment to On-Call PSA - PSOMAS
Resolution 24-174
1st Amendment to On-Call PSA - WSP USA Inc
RESOLUTION NO. 24-170

APPROVING A FIRST AMENDMENT TO ON-CALL PROFESSIONAL SERVICES

AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND GHIRARDELLI ASSOCIATES, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a first amendment to on-call professional services agreement for Construction Resident Engineering and Inspection Services, by and between the City of Roseville and Ghirardelli Associates, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said first amendment is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

RESOLUTION NO. 24-171

APPROVING A FIRST AMENDMENT TO ON-CALL PROFESSIONAL SERVICES

AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND HDR

CONSTRUCTION CONTROL CORPORATION, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a first amendment to on-call professional services agreement for Construction Resident Engineering and Inspection Services, by and between the City of Roseville and HDR Construction Control Corporation, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said first amendment is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

RESOLUTION NO. 24-172

APPROVING A FIRST AMENDMENT TO ON-CALL PROFESSIONAL SERVICES

AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND MARK THOMAS & COMPANY, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON

BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a first amendment to on-call professional services agreement for Construction Resident Engineering and Inspection Services, by and between the City of Roseville and Mark Thomas & Company, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said first amendment is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

RESOLUTION NO. 24-173

APPROVING A FIRST AMENDMENT TO ON-CALL PROFESSIONAL SERVICES

AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND PSOMAS, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a first amendment to on-call professional services agreement for Construction Resident Engineering and Inspection Services, by and between the City of Roseville and PSOMAS, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said first amendment is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

UNANIMOUS WRITTEN CONSENT
OF THE

BOARD OF DIRECTORS OF PSOMAS,
a California corporation.

January 5, 2024

THE UNDERSIGNED, being all of the members of the Board of Directors of Psomas, a California corporation (the “Corporation”), he reby adopt the following resolutions without a meeting as of the date set forth above, pursuant to Section 307(b) of the General Corporation Law of California:

RESOLVED that the following, being the Officers of the Corporation, be and hereby are authorized to execute any and all documents required to conduct the business of the Corporation, including, but not limited to contracts, leases and certifications;

IT IS FURTHER RESOLVED that any one signature of the Officers listed herein shall be sufficient to bind the Corporation;

STEVE MARGARONI President and Chief Executive Officer
NICK TARDITTI Chief Financial Officer, Treasurer, Assistant Secretary CHAD WILSON Vice President, Secretary
CRAIG AHRENS Vice President
ALEJANDRO ANGEL Vice President
SESSYLE ASATO Vice President
BRETT BARNETT Vice President
REGINA BEEM Vice President
JAMES BITTNER Vice President
DON BJELK Vice President
MARC BLAIN Vice President
MONIKA BOWDEN Vice President
MICHAEL BOWEN Vice President
SCOTT BRYANT Vice President
BRIAN E. BULLOCK Vice President
JEFFREY CHESS Vice President
MARCIA CARRILLO Vice President
MATTHEW D. CLARK Vice President
SARAH CURRAN Vice President
DAVID CURTIS Vice President
CHRIS DAVENPORT Vice President
NELSON DAVIS Vice President
AMY DAY Vice President
WILLIAM ESTEPA Vice President
ROSE FISTROVIC Vice President
PETER FITZPATRICK Vice President
DAN FORGEY Vice President
BRIAN FRAGIAO Vice President
JASON FRITZLER Vice President
PAUL GERVACIO Vice President
ELIZABETH GIBSON Vice President
JEFF GILLIS Vice President
DANNIE B. GREEN Vice President
TIMOTHY G. HAYES Vice President
GREGORY A. HELMER Vice President
ALIA HOKUKI Vice President
JIM HUNTER Vice President
ROBERT J. IANNARINO Vice President
JEREMY JOHNSON Vice President

Unanimous Written Consent of the Board of Directors of Psomas January 5, 2024