Agenda packet — Roseville City Council, June 19, 2024 (part 4 of 4)

13. Mailboxes. United States Postal Service (USPS) mailboxes may be located within the required front yard setback provided the mailbox is located outside of the clear vision triangle and does not exceed six square feet in area. The mailbox must also comply with the USPS requirements.

14. Outdoor Living Elements. Outdoor living elements including, but not limited to, outdoor fireplaces and outdoor kitchens, are not permitted in the required front yard and shall adhere to the develop ment requirements for Enclosed Accessory Structures.

15. Exceptions to Setbacks. Notwithstanding the requirements of subsection A of this section, the following structures are permitted to encroach into the required development setbacks, as follows:
a. Architectural features, such as, but not limited to: cornices, eaves and similar features, but not any flat wall may encroach up to two feet into any required setback.

16. Exceptions to Accessory Structure Requirements. Unless otherwise noted that a Conditional Use Permit is required, an exception to the requirements of this section may be approved subject to the approval of an Administrative Permit.

D. Permitted Accessory Structures to Dwelling Use Type (Multi-Family).

1. Bicycle lockers and off-street parking areas.

2. Decks an d Balconies. Uncovered decks under 30 inches in height at the top of the deck sheathing are permitted anywhere on a parcel, without respect to required setbacks. Any deck or balcony (uncovered or covered) of 30 inches or taller in height, when measured as outlined in Section 19.95.030(H)(1) (Height, Building and Other Structures), shall maintain a minimum side yard setback of two times the required interior side yard setback for the primary structure, a rear yard setback of one -half the required rea r yard setback for the primary structure, a 10 -foot front yard setback, and shall be located consistent with the residential clear vision triangle requirements of Section 19.10.030(B.)

3. Unenclosed structures, including detached shade structures, covered patios, arbors, and gazebos located on the ground floor. Such structures are subject to the following requirements:
a. The structure shall not enclose any area equal to or greater than 20 percent on any side;

b. The structure shall not be constructed of materials which wo uld create a year round livable area; c. The structure shall not exceed 15 feet in height and one story. For each foot in height above 1O feet the required setback, except the front yard setback, shall be incre ased by one foot; d. The structure shall maintain a 15-foot front yard setback and a five -foot rear and side yard setback;

e. On the street side of a corner lot, the structure shall maintain a five -foot setback as measured from the back of the sidewalk or, in the absence of a sidewalk, the right-of-way;
f. On the street side of a corner lot located adjacent to a key lot, the structure shall maintain a 10 -foot setback as measured from the back of the sidewalk or right-of-way; and
g. The size or location of the structure does not violate any requirements of an ap proved site review, design review or Administrative Permit.

4. Fences and Walls. A maximum seven -foot high fence (including lattice and similar attachments) or wall may be located anywhere on a parcel consistent with the following requirements:
a. The maximum he ight shall be reduced to three feet if located:

i. Within a residential or residential driveway clear vision triangle (see Chapter 19.95, Definitions);

ii. Within a required front setback; or

iii. Within five feet of the back of the sidewalk of a street -side for a corn er lot. In the absence of a sidewalk, the five foot setback is measured from the back of the right -of-way.
b. When there is a difference in the ground level between two adjoining parcels, the height of any fence or wall constructed along a common property lin e shall be determined by using the finished grade of the highest contiguous parcel. c. The height of a fence or wall may be increased a maximum of one foot to provide for noise attenuation or buffering of adjacen t land uses, subjec t to approval of an Administ rative Permit. Fences and walls in excess of eight feet may be permitted subject to the approval of a Conditional Use Permit.
d. The provisions of this section shall not apply to any fence or wall required by any law or regulation of the City or State.

5. Flag Poles. The pole may be a maximum of 35 feet in height and shall maintain a minimum five -foot setback from any property line.

6. Security facilities, including security gates and gate houses at a project entrance.

7. Antennas, including HAM radio, radio and telev ision receiving antennas subject to the requirements of Chapter 19.34.

8. Recreation facilities, including recreation activity courts and facilities, children's play equipment, swimming pools, spas and hot tubs.

9. Satellite Dishes. Satellite dishes as allowed i n Chapter 19.34.

10. Signs, as permitted by Title 17 of this Code.

§ 19.28.020. Definitions.

For the purpose of this chapter, the following words and phrases shall have the following meanings:
"Approving authority" is as defined in the Roseville Municipa l Code Title 19, Zoning Section 19.78.020. "Child care facility" is defined as a child day care facility other than a family day care home , including, but not limited to, infant centers, preschools, extended day care facilities, and school -age child care c enters.

"Density bonus" is defined as an increase in density over the otherwise maximum allowable residential density under the applicable general plan designation as of the date of filing of an application for density bonus with City or, if elected by th e applicant, a lesser percentage of density increase . A density bonus request shall be co nsidered as a component of a qualified housing development.

"Development standard" is defined as the site, development, or construction standards and/or conditions of approval that apply to a residential development, and includes (but is not limited to) a height limitation, a setback requirement , a floor area ratio, an on -site open space requirement, a minimum lot area per unit requirement, or a parking ratio .

"Housing development" is defined as a development project for five or more residential units, in cluding mixed -use developments, constructed within a large lot parcel. For the purposes of this chapter, "housing development" also includes a subdivision or common in terest development as defined in Section 4100 of the Civil Code and consists of residential units or unimproved residential lots . A density bonus shall be permitted in geographic areas of the housing development other than the areas where the affordable un its are located, so long as the density bonus units are located on the same larg e lot parcel.

"Incentive" is defined as a reduction in site development standards or a modification of zoning code requirements or architectural design requirements that excee d the minimum building standards approved by the California Building Standards C ommission. An incentive can be requested by the applicant for purposes of reducing the cost of development to make the project financially feasible . The term "incentive" includes the term "concession" as that term is used in California Government Code Sections 65915 through 65918 .

"Large lot parcel" is defined as that term is used in any applicable specific plan (large lot parcel is hereby generally deemed as a geographic area).

"Located within one -half mile of a major transit stop" means that any point o n a proposed development, for which an applicant seeks a density bonus, other incentives or concessions, waivers or reductions of development standards , or a vehicular parking ratio pursuant to this chapter, is within one -half mile of any point on the prop erty on which a major transit stop is located, including any parking lot owned by the transit authority or other local agency operating the major transit stop.

"Lower income" or “lower income household” is defined as 80 percent of the area median income or less, as defined by Section 50079 .5 of the California Health and Safety Code , as may be amended from time to time .

"Lower income unit" is defined as a unit with an affordabl e rent or payment that does not exceed 30 percent of 60 percent of area median income adjusted for family size appropriate for the unit.

"Major transit stop" is defined as a site containing any of the following: (1) an existing rail or bus rapid transit s tation; (2) a ferry terminal served by either a bus or rail transit serv ice; or (3) the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods .

"Maximum allowable residential density" or "base density" means the greatest number of units allowed under the zoning ordinance, specific plan, or land use element of the General Plan, or if a range of density is permitted, means the greatest number of units allow ed by the specific zoning range, specific plan , or land use element of t he General Plan applicable to the project. Density shall be determined using dwelling units per acre . However, if the applicable zoning ordinance, specific plan, or land use element of the general plan does not provide a dwelling-units-per-acre standard fo r density, then the number of units shall be calculated by :

1. Estimating the realistic development capacity of the site based on the objective development standards applicable to the pro ject, including, but not limited to, floor area ratio, site coverage, ma ximum building height and number of stories, building setbacks and stepbacks, public and private open space requirements, minimum percentage or square footage of any nonresidential com ponent, and parking requirements, unless not required for the base proje ct. Parking requirements shall include considerations regarding number of spaces, location, design, type, and circulation. A developer may provide a base density study and the City sha ll accept it, provided that it includes all applicable objective develop ment standards.

2. Maintaining the same average unit size and other project details relevant to the base density study, excepting those that may be modified by waiver or concession to acc ommodate the bonus units, in the proposed project as in the study.

"Moderate income" or “moderate income household” is defined as 120 percent of the area median income or less, as defined in Section 50093 of the California Health and Safety Code , as may be amended from time to time .

"Moderate income unit" is defined as a unit with an affordable rent or payment that does not exceed 35 percent of 120 percent of area median income adjusted for family size appropriate for the unit.

"Senior citizen housing de velopment" is defined as a housing project where residency is restricted to persons 62 years of age or older, or 55 years of age or older in a senior citizen housing development per Section 51 .3 of the California Civil Code, as may be amended from time to time.

"Shared housing building" means a residential or mixed -use structure, with five or more shared housing units and one or more common kitchens and dining areas designed for permanent residence of more than 30 days by its tena nts. The kitchens and dini ng areas within the shared housing building shall be able to adequately accommodate all residents . If any section of this code further restricts the attributes of a shared housing building beyond the requirements established in th is section, the code defin ition shall apply to the extent that it does not conflict with the requirements of this section .

1. A "shared housing building" may include other dwelling units that are not shared housing units, provided that those dwelling units do not occupy more than 25 p ercent of the floor area of the shared housing building. A shared housing building may include 100 percent shared housing units.

2. A "shared housing building" may include incidental commercial uses, provided that those commercial uses are otherwise allowable and are located only on the ground floor or the level of the shared housing building closest to the street or sidewalk of the shared housing building.

"Shared housing unit" means one or more habitable rooms, not wit hin another dwelling unit , that include s a bathroom, sink , refrigerator, and microwave, is used for permanent residence, that meets the "minimum room area " specified in Section R304 of the California Residential Code (Part 2.5 of Title 24 of the California Code of Regulations), as may be amende d from time to time, and complies with the definition of "guestroom" in Section R202 of the California Residential Code, as may be amended from time to time . If a local ordinance further restricts the attributes of a shared housing building beyond the requ irements established in this section, the local definition shall apply to the extent that it does not conflict with the requirements of this section .

"Total units" or "total dwelling units" means a calculation of the number of units that:

1. Excludes a unit added by a density bonus awarded pursuant to this section or any local law granting a greater density bonus.

2. Includes a unit designated to satisfy an inclusionary zoning requirement.

For purposes of calculating a density bonus granted pursuant to this se ction for a shared housing building , "unit" means one shared housing unit and its pro rata share of associated common area facilities .

"Unobstructed access to a major transit stop" means a resident is able to access the major transit stop without encounte ring natural or constructed impediments . "Natural or constructed impediments " includes, but is not limited to, freeways, rivers , mountains, and bodies of water, but does not include residential struct ures, shopping centers , parking lots, or rails used for transit.

"Very low income" or “very low income household” is defined as 50 percent of the area median income or less, as defined in Section 50105 of the California Health and Safety Code , as may be amended from time to time .

"Very low income unit" is defined as a unit with an affordable rent or payment that does not exceed 30 percent of 50 percent of the area median income, adjusted for family size appropriate for the unit.

§ 19.28.030. Application requirements.

A density bonus may be approved pursuant to a request for approval of a density bonus, provided the request complies with the provisions of this chapter. Each application for a density bonus request shall be accompanied by the following:

A. A site plan that identifies all units in the project inclu ding the location of the affordable units and the bonus units.

B. A narrative briefly describing the housing development and shall include information on:

1. The number of units permitted under the General Plan;

2. The total number of units proposed in the project;

3. The number of affordable and/or senior units;

4. The number of bonus units requested based on the tables provided in Section 19.28.050 of this chapter;

5. A breakdown of units proposed for very l ow, lower, and moderate income ; senior citizen or other bonus -eligible housing type listed in this Chapter, and/or market rate units ; and

6. Any requested incentive(s), including an explanation as to why the incentive(s) is required for the housing development.

C. Information indicating that appropriate and sufficient in frastructure capacity (water, sewer, roadway) and water supply is available to serve the bonus units.

D. A pro-forma illustrating the financial need for the density bonus and/or any requested incentives . The information that shall be included is as follows:

1. The project pro -forma shall include, but is not limited to: capital costs, operating expenses, return on investment, revenues, loan -to value ratio and debt -coverage ratio, any con tribution provided by subsidy programs , and the economic effect created by th e use and income restrictions of the affordable units;

2. An appraisal report indicating the value of the density bonus and any incentive(s) requested; and

3. A source and use of funds statement identifying any projected financing gap of the project. The develo per shall establish how much of the gap is covered by the density bonus units, and how much will be covered by the requested incentive(s) and/or waiver(s) .

E. Any such additional information in support of a request for a density bonus as may be requested by t he Planning Division. § 19.28.040. Eligibility for bonus.

A developer of a housing development containing five or more units may qualify for a density bonus and at least one other incentive as provided by this chapter if the developer does one of the following:

A. Agrees to construct and maintain at least five percent of the units for rental or sale dedicated to very low income household s (includes a shared housing building development, in which case minimum unit size or bedroom requirements shall not confli ct with the definition of "shared housing building");
B. Agrees to construct and maintain at least 10 percent of the units for rental or sale dedicated to lo wer income households (includes a shared housing building development, in which case minimum unit size or bedroom requirements shall not conflict with the definition of "shared housing building");
C. Agrees to construct and maintain at least 10 percent of the units of a housing development to be sold to moderate income households, provided that all units in t he development are offered to the public for purchase, consistent with Government Code Section 65915, as may be amended from time to time;
D. Agrees to construct and maintain a senior citizen housing development ("development" includes a shared housing buildi ng development), as defined in Section 19.28.020 of this chapter, or a mobilehome park that limits residency based on age requirements for housing for older persons pursuant to Section 798.76 or 799.5 of the California Civil Code, as may be amended from time to time; E. Donates land to the City dedicated for the construction of very low income units pursuant to Section 19.28.080 of this chapter; F. Includes a qualifying child care facility as described in Section 19.28.070 of this chapter in addition to providin g housing as described in subsections A through C of this section;
G. Agrees to construct and maintain at least 10 percent of the units of a housing development for transitional foster youth, as defined in Section 66025.9 of the California Education Code , as may be amended from time to time, disabled veterans, as defined in Section 18541 of the California Government Code, as may be amended from time to time, or homeless persons, as defined in the federal McKinney Vento Homeless Assistance Act (42 U.S.C. Section 11301 et seq.), as may be amended from time to time, dedicated to very low income households; H. Agrees to construct and maintain at least 20 percent of the units for lower income students in a student housing development pursuant to Section

19.28.085 of this chapter; or
I. Agrees to construct and maintain 100 percent of the units, including total units and density bonus units, but exclusive of a manager's unit or units, dedicated to lower income households, except that up to 20 percent of the units, including total units and density bonus units, may be dedicated to moderate income households (includes a shared housing building development).

§ 19.28.050. Density bonus calculation and allowance.

A. State Law Preemption. Pursuant to state law, the granting of a d ensity bonus or the granting of a density bonus together with an incentive(s) shall not be interpreted, in and of itself, to require a general plan amendment, specific plan amendment, rezone, or other discretionary approvals .

B. Density Bonus Calculation. An applicant must choose a density bonus from only one applicable affordability category in subsection C and may not combine categories with the exception of child care facilities or land donation, which may be combined with an af fordable housing development.

C. Density Bonus Allowance. In calculating the number of units required for very low, lower and moderate income households, the density bonus units shall not be included . In no event shall a density bonus exceed 80 percent. A housing development that satis fies all applicable provisions of this chapter shall be allowed the following applicable density bonuses:

1. Very Low Income. The density bonus for very low income units shall be calculated as follows:

Percentage of Very Low-Income Units Percentage Density Bonus 5 20
6 22.5
7 25
8 27.5
9 30
10 32.5
11 35
12 38.75
13 42.5
14 46.25
15 50

2. Lower Income. The density bonus for lower income units shall be calculated as follows:

Percentage of Lower Income Units Percentage Density Bonus 10 20
11 21.5
12 23
13 24.5
14 26
15 27.5
16 29
17 30 .5
Percentage of Lower Income Units Percentage Density Bonus 18 32
19 33 .5
20 35
21 38 .75
22 42.5
23 46.25
24 50

3. . Moderate Income. The density bonus for moderate income ownership units shall be cal culated as follows:

Percentage of Moderate-Income Units Percentage Density Bonus 10 5
11 6
12 7
13 8
14 9
15 10
16 11
17 12
18 13
19 14
20 15
21 16
22 17
23 18
24 19
25 20
26 21
27 22
28 23
29 24
30 25
Percentage of Moderate-Income Units Percentage Density Bonus 31 26
32 27
33 28
34 29
35 30
36 31
37 32
38 33
39 34
40 35
41 38.75
42 42.5
43 46.25
44 50

4. Senior Citizen Housing Development. The density bonus for a senior citizen housing development that provides housing for seniors consistent with Section 19.28.040 of this chapter shall be 20 percent.

5. Child Care Facility. A project (whether a housing, commercial, or industrial project) is eligible for a density bonus for a child care facility when in compliance with Secti on 19.28.070 of this chapter and California Government Code Section 65917.5.

6. Donation of Land. A project is eligible for the following density bonus for the donation of land when in compliance with Section

19.28.080 of this chapter:

Percentage of Very Low-Income Units Percentage Density Bonus 10 15
11 16
12 17
13 18
14 19
15 20
16 21
17 22
18 23
Percentage of Very Low-Income Units Percentage Density Bonus 19 24
20 25
21 26
22 27
23 28
24 29
25 30
26 31
27 32
28 33
29 34
30 35

7. Conversion of Apartments to Condominiums. A project is eligible for a 25 percent density bonus for the conversion of apartments to condominiums when in compliance with California Government Code Section 65915.5.

8. Foster Youth, Disabled Veterans, and Homeless Per sons. The density bonus for a housing development for transitional foster youth, disabled veterans, or homeless persons shall be 20 percent.

9. Students. The density bonus for a student housing development that provides housing for students consistent with Se ction 19.28.085 of this chapter shall be 35 percent.

10. One Hundred Percent Affordable. The density bonus for a 100 percent affordable housing development consistent with Section

19.28.040(1) of this chapter shall be 80 percent of the number of units for low er income households . Except that, if the affordable housing development is located within one -half mile of a major transit stop, maximum density requirements shall not apply.

11. Additional Density Bonus. Projects qualifying for a density bonus pursuant to th is Chapter may also qual ify for an additional bonus, if it meets all of the following eligibility criteria:
a. No more than 50% of the housing development units shall be restricted to very low, lower, or moderate income households, b. The additional bonus shall include rental or for-sale units affordable to very low income households or moderate income households, c. The housing development conforms to any of the following:
i. The housing development is consistent with Section 19.28.040(A) and provides 15 percent of th e total units to very low income households.
ii. The housing development is consistent with Section 19.28.040(B) and provides 24 percent of the total units to lower income households.
iii. The housing development is consistent with Section 19.28.040(C) and provides 44 percent of th e total units to moderate income households.

The additional density bonus calculation shall exclude any additional bonus units, and shall be calculated as follows:

Percentage of Very Low-Income Units Percentage Density Bonus 5 20
6 23.75
7 27.5
8 31.25
9 35
10 38.75
Percentage of Moderate Income Units Percentage Density Bonus 5 20
6 22.5
7 25
8 27.5
9 30
10 32.5
11 35
12 38.75
13 42.5
14 46.25
15 50

§ 19.28.060. Eligibility and application requirements for incentives.

A. Available Incentives. A housing development qualifying for a density bonus may be entitled to at least one incentive . Incentives may include, but are not limited to:

1. A reduction in site development standards such as:

a. Reduced minimum lot sizes and/or dimensions.

b. Reduced minimum lot setbacks.
c. Reduced minimum outdoor and/or private outdoor living area.

d. Increased maximum lot coverage.

e. Increased maximum building height and/or stories.

f. Reduced on-site parking requirements .

g. Reduced street standards.

2. A reduction in architectural design requirements.

3. A density bonus greater than the amount required by this chapter.

4. Other regulatory incentives proposed by the developer or the City, which result in identifiable, financially sufficient, and actual cost reductions.

B. Parking Requirements. If an applicant qualifies for a density bonus pursuant to this chapter, the applicant may request, in addition to any requested incentive(s), that reduced parking requirements be applied to the project in place of the City's cur rent parking requirements . The parking requirement is inclusive of accessible and guest parking for the entire ho using development, but shall not include on -street parking spaces in the count towards the parking requirement. The housing development may pro vide on-site parking through tandem or uncovered parking, but not through on -street parking. In calculating the n umber of parking spaces required for a development, if the total number of parking spaces is other than a whole number, the number shall be rou nded up to the next whole number.

1. Except as otherwise provided in this subsection, the following parking requirem ents shall apply:

a. Zero to one bedroom: one on -site parking space.

b. Two to three bedrooms: one and one -half on-site parking spaces.

c. Four or more bedrooms: two and one -half on-site parking spaces.

2. If the housing development includes at least 20 percent lower income units or at least 11 percent very low income units, is located within one -half mile of a major transit stop, and there is unobstruct ed access to the major transit stop from the development, then the parking requirement shall be one -half on-site parking space per unit.

3. If a housing development consists solely of rental units, exclusive of a manager's unit or units, with an affordable ho using cost to lower income families, as provided in Section 50052.5 of the California Health and Safet y Code as may be amended from time to time, then no parking spaces shall be required as long as the development meets either of the following criteria:
a. The development is located within one -half mile of a major transit stop and there is unobstructed access to the major transit stop from the development; or
b. The development is a for-rent housing development for individuals who are 62 years of age or older that complies with Sections

51.2 and 51.3 of the California Civil Code as may be amended from time to time, and the development has either paratransit service or unobstructed access, within one -half mile, to fixed bus route service that operates at least eig ht times per day .

4. If a housing development consists solely of rental units, exclusive of a manager's unit or units, with an affordable housing cost to lower income families, as provided in Section 50052.5 of the California Health and Safety Code as may b e amended from time to time, and the development is either a special needs housing development, as defined in Section 51312 of the California Health and Safety Code as may be amended from time to time, or a supportive housing development, as defined in Sec tion 50675.14 of th e California Health and Safety Code as may be amended from time to time, then no parking spaces shall be required. A development that is a special needs housing development shall have either paratransit service or unobstructed access, wi thin one-half mile, to fixed bus route service that operates at least eight times per day.

5. Upon the request of the developer, the parking requirement (inclusive of parking for persons with a disability and guests) sh all be 0 .5 spaces per bedroom if all of the following are met:
a. The housing development includes at least 40 percent moderate -income units and at least 10 percent of the units of the housing development are sold to moderate -income households, provided that all units in the development are offered to the public for purchase; and
b. The housing development is located within one -half mile of a major transit stop, as defined in Public Resources Code Section 21155(b), as may be amended from time to time; and
c. The residents of the development have unobstruc ted access to the major transit stop from the development.

C. Eligibility for Incentives. Incentives are available to a housing developer as follows:

1. One incentive for housing developments that: (a) restrict at least 10 percent of the total units to lower income households, at least five percent for very low income households, or at least 10 percent for persons and families of moderate income in a development i n which the units are for sale; or (b) are for senior housing.

2. Two incentives for housing developm ents that restrict at least 17 percent of the total units to lower income households, at least 10 percent for very low income households, or at least 20 percent for persons and families of moderate income in a development i n which the units are for sale.

3. Three incentives for housing developments that restrict at least 24 percent of the total units for lower income households, at le ast 15 percent for very low income households, or at least 30 percent for persons and families of moderate income in a developme nt in which the units are for sale.

4. Five incentives for housing developments that restrict 100 percent of the units, including total units and density bonus units, bu t exclusive of a manager's unit or units, dedicated to lower income households, except tha t up to 20 percent of the units, including total units and density bonus units, may be dedicated to moderate income households . If the project is located within one -half mile of a major transit stop, the applicant shall also receive a height increase of up to three additional stories, or 33 feet.

5. One incentive for projects that include at least 20 percent of the total units for lower income students in a student housing development.

6. Four incentives for projects that include at least 16 percent of the units for very low income households or at least 45 percent for persons and families of moderate income in a development in which the units are for sale.

§ 19.28.085. Student housing.

A. Student Housing Density Bonus Requirements. In order for a student housi ng development to be eligible for a density bonus under Section 19.28.040 of this chapter, the student housing development must meet the following requirements:

1. All units in the studen t housing development shall be used exclusively for undergraduate, gradu ate, or professional students enrolled full time at an institution of higher education accredited by the Western Association of Schools and Colleges or the Accredit ing Commission for C ommunity and Junior Colleges. The developer shall , as a condition of rec eiving a certificate of occupancy, provide evidence to the City that the developer has entered into an operating agreement or master lease with one or more institutions of higher educa tion for the institution or institutions to occupy all units of the stud ent housing development with students from that institution or institutions.

2. The applicable 20 percent units shall be used for lower income students. For purposes of this clause, "lower income students" means students who have a household income and asset level that does not exceed the level for Cal Grant A or Cal Grant B award recipients as set forth in paragraph (1) of subdivision (k) of Section 69432.7 of the California Education Code.

3. The rent provided in the applicable units of the development for lowe r income students shall be calculated at 30 percent of 65 percent of the area median income for a single -room occupancy unit type.

4. The development shall provide priority for the applicable affordable units for lower income students experiencing homelessnes s.

B. Definition of Units. For purposes of calculating a density bonus granted for a student housing development , the term "unit" means one rental bed and its pro rata share of associated common area facilities.

§ 19.28.110. Affordable housing agreement required.

A. Agreement Required. In approving a density bonus, the associated permit or tentative map shall require that an affordable housing agreement, or other form of agreement as approved by the City Attorney, effectuating the terms of affordability of t he development be executed prior to effectuation of the permit or recordation of the final map .

B. Continued Availability. The density bonus request shall include the procedures proposed by the developer to maintain the continued affordability of all afforda ble income density bonus units and shall be evidenced by an affordable housing agreement as follows:

1. An applicant shall a gree to, and the City shall ensure, continued affordability of all very low and low income units that qualified the applicant for the a ward of the density bonus for 55 years or a longer period of time if required by the construction or mortgage financing a ssistance program, mortgage insurance program, or rental subsidy program. Rents for the lower income density bonus units shall be set at an affordable rent as defined in Section 19.28.020 of this chapter. Owner -occupied units shall be available at an affordable housing cost as defined in Section 19.28.020 of this chapter.

2. An applicant shall agree to, and the City shall ensure that, the i nitial occupants of the moderate income units are directly related to the receipt of the density bonus in the common interest development as defined in Section 4100 of the California Civil Code, are persons and families of moderate income, as defined in Se ction 19.28.020 of this chapter and that the units are offered at an affordable housing cost, as that cost is defined in Section 19.28.020 of this chapter . The City shall enforce an equity -sharing agreement unless it is in conflict with the requirements of another public funding source or law. The following apply to the equity -sharing agreement:
a. Upon resale, the seller of the unit shall retain the value of any improvements, the down payment, and the seller's proportionate share of appreciation . The City sh all recapture any initial subsidy and its proportionate share of appreciation, which shall then be used within five years for any of the purposes described in subdivision (e) of Section 3333 4.2 of the California Health and Safety Code, as may be amended fr om time to time, that promote homeownership . b. For purposes of this subdivision, the City's initial subsidy shall be equal to the fair market value of the home at the time of initial sale minus the initial sale price to the moderate -income household plus th e amount of any down payment assistance or mor tgage assistance . If upon resale the market value is lower than the initial market value, then the value at the time of the resale shall be used as the initial market value .
c. For purposes of this subdivision, t he City's proportionate share of appreciation shall be equal to the ratio of the initial subsidy to the fair market value of the home at the time of initial sale.

C. Specialty Units. In approving a density bonus for units for transitional foster youth, disabl ed veterans, homeless persons, and students, the associated permit or tentative map shall require that an affordable housing agreement, or other form of agreement as appro ved by the City Attorney, effectuating the terms of affordability of the development for 55 years be executed prior to effectuation of the permit or recordation of the final map. In addition, for units for transitional foster youth, disabled veterans and homeless persons, the units shall be provided at the same affordability level as very low income units.

Chapter 19.60

ACCESSORY DWELLING UNITS
§ 19.60.010 Purpose.

This chapter provides criteria for the approval of accessory dwelling units and junior accessory dwelling units. This chapter is adopted pursuant to the authority of Government Code Sections 66310, 66311, and 66312, as they now exist or may hereafter be amended.

§ 19.60.030 Definitions.

For the purposes of this chapter, the following words and phrases shall have the meanings respectively ascribed to them by this section. Words and phrases not defined in this section, shall have the meanings respectively ascribed to them in Chapter 19.95 (Definitions of Terms and Phrases).

“Accessory dwelling unit” shall be as defined by Government Code Section 66313, as it now exists or may hereafter be amended, and means an attached or a detached residential dwelling unit that provides complete independent living facilities for one or more persons. The unit shall be located on a permanent foundation or a permanent chassis if a manufactured home, have an independent exterior access (if located within a single- family dwelling unit), and shall include permanent provisions or infrastructure to support living, sleeping, eating, cooking, and sanitation on the same parcel as where a single-family, two-family or multi-family dwelling (including detached garages) is situated or proposed to be situated. Accessory dwelling units can also include efficiency units, as defined in Section 17958.1 of the Health and Safety Code, manufactured homes, as defined in Section 18007 of the Health and Safety Code, second dwelling units, granny flats, in- law quarters, casitas, carriage units, and tiny houses as long as such units otherwise meet this definition.

“Accessory structure” means a structure that is accessory and incidental to a single-family, two- family or multifamily dwelling located on the same lot.

“Car share vehicle” means a vehicle that can be rented for short periods of time and is available 24 hours a day, seven days a week at unattended self-service locations.

“Existing structure,” for the purposes of defining an allowable space that can be converted to an accessory dwelling unit, means the following:

1. The proposed accessory dwelling unit is located within the walls and roofline of a fully enclosed, existing structure (i.e., the existing footprint); and

2. The existing structure can be made safely habitable under local building codes at the determination of the building official, regardless of any nonconforming zoning conditions.

“Junior accessory dwelling unit” shall be as defined by Government Code Section 66313, as it now exists or may hereafter be amended, and means a unit that is no more than 500 square feet in size and contained entirely within an existing or proposed single-family dwelling. A junior accessory dwelling unit may include separate sanitation facilities, or may share sanitation facilities with the existing structure.

“Living area” means the interior habitable area of a dwelling unit, including basements and attics, but does not include a garage or any accessory structure.

“Nonconforming zoning condition” means a physical improvement on a property that does not conform with current zoning standards.

“Passageway” means a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the accessory dwelling unit.

“Permanent provisions or infrastructure,” in the context of the definition of an “accessory dwelling unit,” means a permanent kitchen consisting of a sink, a counter for food preparation, a food storage area, and either a minimum 220V receptacle or a dedicated gas line for a cooking appliance (a 110V receptacle for a microwave, toaster, hotplate, etc., is not a permanent provision); a toilet connected to plumbing; a bathroom sink connected to plumbing; and a bathing facility connected to plumbing, such as a shower or bathtub.

“Primary dwelling unit” means a proposed or existing single-family, two-family or multi-family dwelling unit located on the lot where the accessory dwelling unit is proposed to be developed, and includes attached, enclosed accessory structures, such as a garage.

“Proposed dwelling” means a dwelling that is the subject of a permit application and that meets the requirements for permitting.

“Public transit” means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, subways, and other forms of transportation that charge set fares, run on fixed routes, and are available to the public.

“Tandem parking” means that two or more automobiles are parked on a driveway or in any other location on a lot, lined up behind one another.

“Within the existing space” includes areas within an existing primary dwelling unit or within an existing attached or detached accessory structure such as a garage, storage area, a carriage house, a pool house, studio, and similar enclosed structures. The addition of square footage, including, but not limited to, the addition of another floor, is not considered to be “within the existing space,” unless the expansion is for the purposes of ingress and egress and does not exceed 150 square feet.

Additions of square footage which are not “within the existing space” are considered new construction.

§ 19.60.060 Development standards for accessory dwelling units proposed within existing structures or existing living areas.

Accessory dwelling units are permitted to be developed within existing structures or within the living area of an existing primary dwelling unit. Accessory dwelling units developed within existing structures or living areas shall be allowed only in compliance with the following standards:

A. Setbacks. No setback shall be required for an accessory dwelling unit, including porches, decks, balconies, stairs, and patios which are attached to and for the use of the accessory dwelling unit, built within the footprint and dimensions of an existing living area or existing structure. Garages are subject to the setbacks of Section 19.22.030 (Accessory structures).

B. Floor Area. The total floor area of an attached accessory dwelling unit developed within an existing primary dwelling unit shall not exceed the floor area of the existing primary dwelling unit, except that an expansion of up to 150 square feet beyond the same physical dimensions as the existing primary dwelling unit is permitted for accommodating ingress and egress. The total floor area for a detached accessory dwelling unit developed within an existing detached accessory structure shall not exceed the floor area of the existing detached accessory structure, except that an expansion of up to 150 square feet beyond the same physical dimensions as the existing detached accessory structure is permitted for accommodating ingress and egress.

Expansions beyond 150 square feet must comply with the standards set forth in Section

19.60.070 (Development standards for accessory dwelling units proposed as new construction).

C. Unit Sizes.

1. An accessory dwelling unit shall not be less than the minimum size for an efficiency unit, as defined in Section 17958.1 of the Health and Safety Code, as it now exists or may hereafter be amended.

2. An accessory dwelling unit shall not be more than 850 square feet for a studio or one- bedroom or more than 1,000 square feet for an accessory dwelling unit that provides more than one bedroom.

D. Minimum Facilities. Accessory dwelling units developed within existing structures or living areas shall include permanent provisions for independent living, sleeping, eating, cooking, and sanitation within the unit and must include a separate exterior entrance from the primary dwelling unit if the primary dwelling is a single-family dwelling.

E. Appearance. The accessory dwelling unit shall be designed and constructed with the same architectural style, exterior materials and colors as the primary dwelling. The accessory dwelling unit shall be subordinate to the primary dwelling unit. Manufactured homes shall meet the architectural standards set forth in Section 19.10.030(E) (Residential zone general development standards).

F. Parking Requirements. Accessory dwelling units developed within existing structures or living areas shall not be required to provide parking. A garage, carport, or covered parking structure shall be subject to the development regulations of Section 19.22.030 (Accessory structures), if the owner chooses to provide parking as part of the accessory dwelling unit. In addition, when a garage, carport, or covered parking structure is converted to an accessory dwelling unit, the required off-street parking spaces for the primary dwelling unit, if eliminated, do not need to be replaced. If the property owner chooses to replace the parking spaces, the replacement spaces may be located in any configuration on the same lot as the accessory dwelling unit, including within the front yard or street side setback, and may be covered spaces subject to conformance with the applicable requirements set forth in Section

19.22.030(C)(2) (Permitted accessory structures to dwelling use type (single-family and two- family)) or Section 19.22.030(D)(3) (Permitted accessory structures to dwelling use type (multi- family)), uncovered spaces or tandem spaces. All replacement parking shall comply with the requirements set forth in Section

11.20.110 (Parking on private property prohibited), Section 19.10.030(F) (Residential zone general development standards), and Section 19.26.040(A) (Design and improvement of parking).

G. Passageways. No passageways shall be required in conjunction with accessory dwelling units developed within existing structures or living areas.

H. Building and Fire Codes. Except as otherwise provided in this chapter, accessory dwelling units developed within existing structures or living areas shall comply with all local building and fire codes. A demolition permit for a detached garage that is to be replaced with an accessory dwelling unit must be reviewed with the application of the accessory dwelling unit and issued at the same time.

I. Fire Sprinklers. Accessory dwelling units developed within existing structures or living areas shall not be required to provide fire sprinklers if fire sprinklers were not required for the primary dwelling unit.

J. Utilities. Accessory dwelling units developed within existing structures or living areas shall not be required to install a new or separate utility connection directly between the accessory dwelling unit and the public utility infrastructure, unless the accessory dwelling unit was constructed with a new single- family dwelling unit. However, if necessary utility infrastructure does not exist with capacity available to serve both the primary dwelling unit and the accessory dwelling unit, the property owner shall be responsible for all costs related to installation of necessary infrastructure or upsizing existing infrastructure. Property owners may install a new or separate utility connection directly between the accessory dwelling unit and the public utility infrastructure at the property owner’s option and expense.

K. Height. An accessory dwelling unit shall not exceed the height limits prescribed in Section

19.10.030 (Residential zone general development standards) for the zone in which the accessory dwelling unit will be located, or if not within a residential zone, the height shall not exceed the standards established in Section 19.10.030 for the single-family residential (R1) zone.

L. Number Permitted. Except as otherwise permitted by subsection M, only one accessory dwelling unit is permitted per lot.

M. Exceptions to Development Standards.

1. One accessory dwelling unit and one junior accessory dwelling unit is permitted per lot with a proposed or existing single-family dwelling if all of the following apply:

a. The accessory dwelling unit or junior accessory dwelling unit is within the proposed space of a single- family dwelling unit or existing space of a single-family dwelling unit or accessory structure and may include an expansion of not more than 150 square feet beyond the same physical dimensions as the existing accessory structure. An expansion beyond the physical dimensions of the existing accessory structure shall be limited to accommodating ingress and egress.

b. The space has exterior access from the proposed or existing single-family dwelling unit.

c. The side and rear setbacks are sufficient for fire and safety.

d. The junior accessory dwelling unit complies with the requirements of Government Code Section 66313, as it now exists or may hereafter be amended.

2. Multiple accessory dwelling units within portions of existing multi-family dwelling units are permitted in areas not used as livable spaces, including, but not limited to, storage rooms, boiler rooms, passageways, attics, basements, or garages, if all of the following apply:

a. Each unit complies with state building codes for dwellings.

b. At least one accessory dwelling unit is permitted within an existing multi-family dwelling or up to 25 percent of the existing multi-family dwelling units may be converted to accessory dwelling units, whichever is greater.

3. Two detached accessory dwelling units are permitted per lot that has an existing multi-family dwelling unit, subject to four-foot rear and side setbacks and the following height standards:

a. A height of 16 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit.

b. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit that is within one-half mile of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, as may be amended from time to time. An additional two feet in height is also permitted when the height is to accommodate a roof pitch on the accessory dwelling unit that is aligned with the roof pitch of the primary dwelling unit.

c. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed multi- family, multi-story dwelling.

d. A height of 25 feet or the height limitation in this Code that applies to the primary dwelling, whichever is lower, for an accessory dwelling unit that is attached to a primary dwelling. This clause shall not require City to allow an accessory dwelling unit to exceed two stories.

4. No public physical improvements shall be required for the creation or conversion of an accessory dwelling unit, including but not limited to sidewalk, street, or access improvements. The addition of an accessory dwelling unit shall not require the correction of nonconforming zoning conditions, per Government Code Sections 66314-66315, as it now exists or may hereafter be amended.

N. Waivers. Notwithstanding anything to the contrary contained in this title, limits on height, setbacks, lot coverage, floor area ratio, open space, front setbacks, and lot sizes are hereby waived if they do not permit at least an 800 square foot accessory dwelling unit which provides four-foot rear and side setbacks and meets the following height standards:

1. A height of 16 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit.

2. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit that is within one-half mile of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, as may be amended from time to time. An additional two feet in height is also permitted when the height is to accommodate a roof pitch on the accessory dwelling unit that is aligned with the roof pitch of the primary dwelling unit.

3. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed multi- family, multi-story dwelling.

4. A height of 25 feet or the height limitation in this Code that applies to the primary dwelling, whichever is lower, for an accessory dwelling unit that is attached to a primary dwelling. This clause shall not require City to allow an accessory dwelling unit to exceed two stories.

§ 19.60.070 Development standards for accessory dwelling units proposed as new construction.

Newly constructed accessory dwelling units are permitted to be attached to a proposed or existing primary dwelling unit or detached from a proposed or existing primary dwelling unit as long as the newly constructed accessory dwelling unit is located on the same lot as a proposed or existing primary dwelling unit. Newly constructed accessory dwelling units shall be allowed only in compliance with the following standards:

A. Minimum Lot Area. There is no minimum lot area.

B. Maximum Lot Coverage. There is no maximum lot coverage.

C. Setbacks. No setback shall be required for an accessory dwelling unit constructed in the same location (i.e., footprint) and to the same dimensions as an existing accessory structure. A setback of four feet from the side and rear lot lines shall be required for an accessory dwelling unit that is otherwise newly constructed, including porches, decks, balconies, stairs, and patios which are attached to and for the use of the accessory dwelling unit.

D. Floor Area. The total floor area of an attached accessory dwelling unit shall not be less than 150 square feet nor exceed the standards of subsection E (Unit sizes). The total floor area for a detached accessory dwelling unit shall not be less than 150 square feet nor exceed the standards of subsection E (Unit sizes).

E. Unit Sizes.

1. An accessory dwelling unit shall not be less than the minimum size for an efficiency unit, as defined in Section 17958.1 of the Health and Safety Code, as may be amended from time to time.

2. An accessory dwelling unit shall not be more than 850 square feet for a studio or one- bedroom or more than 1,000 square feet for an accessory dwelling unit that provides more than one bedroom.

F. Minimum Facilities. The accessory dwelling unit shall include permanent provisions for independent living, sleeping, eating, cooking, and sanitation within the unit and must include a separate exterior entrance from the primary dwelling unit if the primary dwelling is a single-family dwelling.

G. Appearance. The accessory dwelling unit shall be designed and constructed with the same architectural style, exterior materials and colors as the primary dwelling. The accessory dwelling unit shall be subordinate to the primary dwelling unit. Manufactured homes shall meet the architectural standards set forth in Section 19.10.030(c) (Residential zone general development standards).

H. Parking Requirements. Except as otherwise provided by this chapter, the parking required by this section is in addition to that required for the primary dwelling unit located on the lot by Chapter 19.26 (Off-Street Parking and Loading). Garages, carports, and covered parking structures attached to the accessory dwelling unit and built to satisfy the required parking standards for the accessory dwelling unit are subject to the same setbacks and other development regulations as the accessory dwelling unit.

1. Accessory dwelling units with one or more bedrooms shall provide at least one off- street parking space. Studios shall not be required to provide any parking spaces.

The parking requirement for accessory dwelling units with bedrooms can be met by providing the required parking space within the front yard setback and may be located in tandem with other on-site parking as long as it complies with the requirements set forth in Section 11.20.110 (Parking on private property prohibited), Section 19.10.030(F) (Residential zone general development standards), and Section

19.26.040(A) (Design and improvement of parking).

2. When a garage, carport, or covered parking structure is demolished in conjunction with the construction of an accessory dwelling unit, the required off-street parking spaces for the primary dwelling unit, if eliminated, do not need to be replaced. If the property owner chooses to replace these parking spaces, the replacement spaces may be located in any configuration on the same lot as the accessory dwelling unit, including within the front yard or street side setback, and may be covered spaces subject to conformance with the applicable requirements set forth in Section

19.22.030(C)(2) (Permitted accessory structures to dwelling use type (single-family and two-family)) or Section 19.22.030(D)(3) (Permitted accessory structures to dwelling use type (multi-family)), uncovered spaces or tandem spaces. All replacement parking shall comply with the requirements set forth in Section

11.20.110 (Parking on private property prohibited), Section 19.10.030(F) (Residential zone general development standards), and Section 19.26.040(A) (Design and improvement of parking).

3. Notwithstanding the above, accessory dwelling units shall not be required to provide parking in any of the following circumstances:

a. When the accessory dwelling unit is located within one-half mile walking distance of public transit.

b. When the accessory dwelling unit is located within the Old Town Historic District (DT-4) or the Central Business District (DT-6).

c. When the accessory dwelling unit is part of an existing or proposed primary dwelling unit or an existing accessory structure.

d. When on-street parking permits are required but not offered to the occupant of the accessory dwelling unit.

e. When there is a car share vehicle located within one block of the accessory dwelling unit.

f. When a permit application for an accessory dwelling unit is submitted with a permit application to create a new single-family or multi-family dwelling.

I. Passageways. No passageways shall be required in conjunction with the construction of an accessory dwelling unit.

J. Building and Fire Codes. Except as otherwise provided in this chapter, newly constructed accessory dwelling units shall comply with all local building and fire codes.

K. Fire Sprinklers. Accessory dwelling units shall not be required to provide fire sprinklers if fire sprinklers were not required for the primary dwelling unit.

L. Utilities. New or separate utility connections directly between the accessory dwelling unit and the public utility infrastructure shall only be required if directed by the environmental utilities department or the electric department. In such cases, if necessary utility infrastructure does not exist with capacity available to serve both the primary dwelling unit and the accessory dwelling unit, the property owner shall be responsible for all costs related to installation of necessary infrastructure or upsizing existing infrastructure.

M. Height. An accessory dwelling unit shall not exceed the height limits prescribed in Section

N. Number Permitted. Except as otherwise permitted by subsection O, only one accessory dwelling unit is permitted per lot.

O. Exceptions to Development Standards.

1. One newly constructed detached accessory dwelling unit that does not exceed four-foot rear and side setbacks, which may be combined with one junior accessory dwelling unit, is permitted per lot if all of the following apply:

a. The total floor area for the newly constructed detached accessory dwelling unit shall not exceed 800 square feet.

b. The newly constructed detached accessory dwelling unit shall not exceed the following height standards:

i. A height of 16 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit.

ii. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit that is within one-half mile of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, as may be amended from time to time. An additional two feet in height is also permitted when the height is to accommodate a roof pitch on the accessory dwelling unit that is aligned with the roof pitch of the primary dwelling unit.

iii. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed multi- family, multi-story dwelling.

iv. A height of 25 feet or the height limitation in this Code that applies to the primary dwelling, whichever is lower, for an accessory dwelling unit that is attached to a primary dwelling. This clause shall not require City to allow an accessory dwelling unit to exceed two stories.

2. Two newly constructed detached accessory dwelling units are permitted per lot that has an existing multifamily dwelling unit, subject to four-foot rear and side setbacks and the following height standards:

a. A height of 16 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit.

c. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed multifamily, multi-story dwelling.

3. No public physical improvements shall be required for the creation or conversion of an accessory dwelling unit, including but not limited to sidewalk, street, or access improvements. The addition of an accessory dwelling unit shall not require the correction of nonconforming zoning conditions, per Government Code Sections 66314-66315, as may be amended from time to time.

O. Waivers. Notwithstanding anything to the contrary contained in this title, limits on height, setbacks, lot coverage, floor area ratio, open space, front setbacks, and lot sizes are hereby waived if they do not permit at least an 800 square foot accessory dwelling unit which provides four-foot rear and side setbacks and meets the following height standards:

1. A height of 16 feet for a detached accessory dwelling unit on a lot with an existing or proposed single- family or multi-family dwelling unit.

A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed single family or multi-family dwelling unit that is within one-half mile of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, as may be amended from time to time. An additional two feet in height is also permitted when the height is to accommodate a roof pitch on the accessory dwelling unit that is aligned with the roof pitch of the primary dwelling unit.

2. A height of 18 feet for a detached accessory dwelling unit on a lot with an existing or proposed multi- family, multi-story dwelling.

3. A height of 25 feet or the height limitation in this Code that applies to the primary dwelling, whichever is lower, for an accessory dwelling unit that is attached to a primary dwelling. This clause shall not require City to allow an accessory dwelling unit to exceed two stories.

§ 19.60.080 Use restrictions.

A. Sales Prohibited, Exceptions. Accessory dwelling units shall not be sold independently of the primary dwelling unit on the lot unless all of the criteria of Government Code Section 66341, as may be amended from time to time, are met, including that the accessory dwelling unit or the primary dwelling unit was built or developed by a qualified nonprofit corporation and there are affordability restrictions on the sale and conveyance of the accessory dwelling unit or primary residence that ensure the accessory dwelling unit and primary dwelling will be preserved for low income housing for 45 years for owner-occupied housing units and will be sold or resold to a qualified buyer.

B. Rentals. Accessory dwelling units may be rented as long as the rental term exceeds 3 0 calendar days. Accordingly, short -term rental perm its authorized pursuant to Chapter 4.25 (Short-Term Rentals) will not be issued for accessory dwelling units.

§ 19.80.070. Action on appeal.

Each appeal shall be considered to be a de nov o hearing on the matter being appealed . The appeal authority may grant the appeal, grant the appeal in part, or deny the appeal. In taking its action on an appeal, the appeal authority shall state the basis for the action being taken on the appeal, and may refer the matter back to the original Approving Authorit y for fu rther action . The appeal authority may modify or delete any conditions which have been appealed, or add such conditions as may be necessary to address the issues being appealed, or may modif y or delete any other conditions of approval which are necessaril y related to those which have been appealed. Any condition which was not appealed, and which has not been modified or deleted upon appeal, shall remain unaffected.

Having received notice of the appeal authority’s public hearing to consider the appeal, an appellant failing to appear at the public hearing will be found to have failed to exhaust their administrative remedies and the appeal will be denied. In such case, the appeal authority’s dec ision on the appeal is final and may not itself be appealed.

§ 19.95.030. Definitions.

1. Accessory Building or Structure: (See Building, Accessory).

2. Act: The Fair Housing Amendments Act of 1988.

3. Amendment: Any change, modification, deletion, or addition to the wording, text or substance of this title or any c hange, modification, deletion, or addition to the application of this title to property within the City of Roseville, including any alteration in the boundaries of a zone district, when adopted by ordinance passed by the City Council in the manner prescrib ed by law.

4. Antenna: A device used in communications which transmits or receives radio signals. Common forms of antenna e are panel arrays and whip antennas. Panel arrays are designed to concentrate a radio signal in a particular area and are typically flat and rectangular in design. Whip antennas transmit a signal 360 degrees and are cylindrical with an 18 -foot height limit. a. Co-Location. Locating wireless communications equipment from more than one provider on a single site.

b. Telecommunication Facility. A land use facility supporting antennas and microwave dishes that sends and/or receives radio frequency signals. Communication facilities include structures (aka monopole, towers) and accessory buildings. c. Dish Antenna . A dish-like antenna used to link communi cation sites together by wireless transmission of voices or data . Also called microwave antenna or microwave dish antenna.
d. Equipment Building, Shelter or Cabinet. A structure designed and used to house equipment used by telecommunication providers at a facility.
e. Monopole. A structure of a single spire used to support communications equipment. f. Related Equipment. All equipment ancillary to the transmission and reception of voice and data via radio frequencies. Such equipment may include, but is not limited to, cable, conduit and connectors. g. Satellite Antennas . A satellite antenna is a dish like antenna used to link communications sites together by wireless transmission of voice or data. Also called microwave antenna or microwave dish antenna. h. Stealth Facility. Any communications facility which is designed to blend into the surrounding environment. Examples of stealth facilities may include architecturally screened roof -mounted antennas, building mounted antennas painted to match the existing structure, antennas integrated into architectural elements, and antenna structures designed to link like light poles. Also called concealed antennas. i. Telecommunication Tower. A mast, pole, monopole or guyed or lattice, free -standing tower designed and primarily used to supp ort antennas, to include dishes, arrays and similar devices.

5. Appellate Approving Authority: As designated in Section 19.80.020, it is either the Planning Commission or the City Council that is authorized to hear and act on appeals to actions and decisions provided by this title.

6. Approving Authority: As designed in Section 19.80.020, it means one of the following depending on the nature of the application: City Council, Planning Commission, Design Committee, Planning Manager, or designee.

1. Building: Any st ructure having a roof supported by columns and/or walls and intended for the shelter, housing and enclosure of any individual, animal, process, equipment, vehicles, goods or materials of any kind or nature.

2. Building or Structure, Accessory: A building or structure detached from a principal building on the same lot and incidental to the principal building.

3. Building or Structure, Nonconforming: A building or structure, or portion thereof, which was lawfully ere cted, altered or maintained, prior to the effecti ve date of the ordinance codified in this title, but which, because of the application of this title to it, no longer conforms t o the specific regulations applicable to the zoning district in which it is located.

4. Building(s), Primary: A building(s) devoted primarily to the principal or conditionally permitted use of the lot or building site on which it is situated, as permitted by this title.

5. Bus Depot or Station: A place of business serving as a point of arrival or departure for passengers traveling by int ercity or interstate bus, except those buses operated by a governmental entity.

1. City: The City of Roseville, California.

2. City Council: The City Council of the City of Roseville.

3. Clear Vision Triangle, Commercial: That portion of both private property an d public right-of-way located at any corner where two streets intersect. The clear vision triangle is defined by the triangular area created by the diagonal connection of two points measured 30 feet back from the intersection of the prolongation of points measured along the front and corner street side back of curb (see figure below). The dimensions of the clear vision triangle may be required to be increased if the Director of Publi c Works determines that additional area is needed to ensure that a potential traffic hazard is not created.

4. Clear Vision Triangle, Residential: The clear vision triangle is defined by the path of travel of a vehicle making a right turn at an intersection, and is intended to preserve appropriate line-of-sight for the driver and pedestrians at a turn. The clear vision triangle is the area created by the diagonal connection of two points measured 25 feet along the back of curb on the right -hand side of the vehicle as it approaches the intersection to turn right, and 75 feet along the perpendicular side of the back of curb on the right-hand side of the vehicle as it completes the turn and departs the intersection (see figure below).

5. Clear Vision Triangle, Residential Driveway: The clear vision triangle is defined by the path o f travel of a vehicle exiting a driveway and is intended to preserve appropriate line -of-sight for the driver and pedestrians at the driveway -street interface. T he clear vision triangle is the area created by the diagonal connection of two points measured 10 feet along the edge of driveway on the right - or left-hand side of the vehicle as it approaches the street, and 10 feet along the perpendicular side of the ba ck of curb on the right - or left-hand side of the vehicle as it enters the street (see figure below).

CLEAR VISION TRIANGLE - RESIDENTIAL DRIVEWAY

NO SCALE

6. Compact Residential Development: Attached or detached single -family housing units on a parcel or parcels with a General Plan land use designation of medium density residential or higher (seve n dwelling units per acre or higher, as depicted on the General Plan Land Use Map).

7. Condominium: An estate in real property consisting of an undivided i nterest in common in portions of a parcel of real property together with a separate interest in a dwelli ng, industrial or commercial building on such real property, such as an apartment, office, warehouse or store . A condominium may include, in addition, a separate interest in other portions of such real property.

8. Condominium Conversion: Condominium conversi on occurs whenever a multiple residential dwelling unit building or a residential housing project containing three or more dwelling units under the same ownership, or such a project that has been granted an occupancy permit is subdivided so that individual dwelling units are available for sale as condominiums within the meaning of Civil Code Section 783.

9. Cooking: As referred to in Section 19.08.080 and Ch apter 19.60, "cooking" means that the unit will contain a residential stove/oven/cooktop requiring dedic ated utility connections such as large amperage wiring or a dedicated gas connection.

10. Council, or City Council: The City Council of the City of Roseville, California.

11. Construction Trailer: A trailer used as an on -site office only during actual constructio n of an approved building site.

1. Density: The number of dwelling units per gross acre excluding accessory dwelling units pursuant to Government Code Section 65852.2.

2. Department: The planning and redevelopment department of the City of Roseville.

COUNCIL COMMUNICATION
CC #:
3396
File #:
0200
Title:

Baseline Traffic Signals Project - Interfund Loan
Contact:

Scott Pettingell 916-746-1306 [email protected]

Meeting Date: 6/19/2024
Item #: 7.36.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council approve an interfund loan of $3,600,000 from the Strategic Improvement Fund to the City County Mitigation Fund to construct the Baseline Traffic Signal project.

BACKGROUND
The existing intersections with stop signs along Baseline Road will need more capacity to manage the traffic expected with the incoming Baseline Marketplace project. This regional shopping destination is expected to draw shoppers from Roseville and unincorporated Placer County, Sacramento County to the south, and Sutter County to the west. Therefore, it's in the City's best interest to invest in infrastructure improvements to accommodate the anticipated traffic demand and provide convenient access to Roseville's shopping destinations for neighboring jurisdictions.

The $3.6 million loan amount represents the City's portion of the $10.8 million project to signalize three intersections on Baseline Road. This project was initially established in the Strategic Improvement Fund (SIF), but the project budget is being moved to the City County Mitigation Fund with an interfund loan from SIF as part of the proposed FY2024-25 Budget. The SIF will be reimbursed as fee revenue is received in the City County Mitigation Fund.

FISCAL IMPACT
Under the interfund loan terms, the City County Mitigation Fund will repay the SIF over eight years.

The interfund loan includes estimated interest payments totaling $699,489. The first loan principal repayment is scheduled for June 30, 2028. The annual interest rate for this interfund loan will be the City's prior year's average pooled interest rate. The loan terms and amortization schedule are attached to this communication. This interfund loan is consistent with the City Council-approved interfund loan policy. The proposed FY2024-25 budget includes this interfund loan to fund the project.

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. The interfund loan 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,
Scott Pettingell, Assistant Finance Director
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Interfund Loan
Term: 8 years
FY25 FY26 FY27 FY28 FY29 FY30 FY31
**Interest Rate 2.46% 2.46% 2.46% 2.46% 2.46% 2.46% 2.46% FY32 FY33 FY34 FY35

2.46% 2.46% 2.46% 2.46%
Date Interest Principal
Reduction Loan Balance Long Term Current
Portion
Annual Payment
Due Fiscal Year # of Days
Disbursement
Date
***07/01/24
7/1/2024
07/01/24 Disbursement 3,600,000 3,600,000 0
6/30/2025 88,387 3,688,387 3,688,387 0 FY25 360
6/30/2026 90,557 3,778,944 3,778,944 0 FY26 360
6/30/2027 92,781 3,871,725 3,387,760 483,966 FY27 360
6/30/2028 95,059 483,966 3,387,760 2,903,794 483,966 ****850,749 FY28 360 6/30/2029 83,176 483,966 2,903,794 2,419,828 483,966 567,142 FY29 360 6/30/2030 71,294 483,966 2,419,828 1,935,863 483,966 555,260 FY30 360 6/30/2031 59,412 483,966 1,935,863 1,451,897 483,966 543,377 FY31 360 6/30/2032 47,529 483,966 1,451,897 967,931 483,966 531,495 FY32 360 6/30/2033 35,647 483,966 967,931 483,966 483,966 519,613 FY33 360 6/30/2034 23,765 483,966 483,966 0 483,966 507,730 FY34 360 6/30/2035 11,882 483,966 0 0 0 495,848 FY35 360
699,489 3,871,725 0 4,571,214
*Loan Disbursement Date: 07/01/24
A46 ‐ Function No. 26046
Strategic Improvement (1030) to City County Mitigation (3395) This project provides funding for installing traffic signals and related improvements along Baseline Road at Locust Road and Pleasant Grove Road. The existing stop signs along Baseline Road will not have sufficient capacity to manage the traffic expected with the incoming Baseline Marketplace project. The regional shopping destination will draw shoppers from Roseville and Placer County, Sacramento County to the South, and Sutter County to the West. Therefore, it is in Roseville's best interest to invest in infrastructure improvements to accommodate the anticipated traffic demand and provide convenient access to Roseville's shopping destinations for our neighboring jurisdictions. This $3.6 million represents the City's portion of this $10.8 million project. This project is an interim improvement to meet the needs of the region today while the City, Placer County, and Sutter County work through the funding plan, design, environmental approvals, and eventual construction of a future widened Baseline Road from Foothills Boulevard to Highway

99. The budget was initially set up in the SIF fund, but funding is being moved to the City Council Mitigation Fund, with a loan from SIF as part of the FY25 budget. $600,000 of the loan is requested of the loan on 7/1/2024, and quarterly draws as needed during the three‐year construction period. The loan repayment will be over an additional five‐year period for a total loan period of eight years.

Loan Amount:  $3,600,000
Council Approval Date:  06/19/24
*$600,000 to be disbursed in FY 25 and the balance will be disbursed quarterly as necessary. Actual interest amounts will be lower and will depend on quarterly disbursements.
** Interest Rate ‐ Estimated based upon prior year's interest rate **** First Annual Payment = FY 25 to FY 27 accrued interest of $271,725 + FY 28 interest + $483,966 in principal reduction = $850,749 Interest Rate:  The interest rate is based upon the City's prior year average annual pooled interest rate (for example, the City's FY24 average annual pooled interest rate will be used to calculate the FY25 interest amount).  This policy was implemented to create more accurate budgeting and to expedite the process of calculating and recording the interest amount each year.

First Payment: 06/30/28
Repayment Source: Funds will be paid back over a 8‐year period from City/County fee program for Baseline Road improvements. *** Disbursement Date ‐ Estimated disbursement date

COUNCIL COMMUNICATION
CC #:
3419
File #:
0102-10
Title:

Resolution - Julie Sparkes
Contact:

Blair Hutchison 916-774-5266 [email protected]

Meeting Date: 6/19/2024
Item #: 7.37.

RECOMMENDATION TO COUNCIL
Commend
Julie Sparkes
for her 30 years of outstanding service and dedication to the City of Roseville, congratulate her on her many accomplishments, and wish her a long, healthy, and enjoyable retirement.

BACKGROUND
Not applicable.

FISCAL IMPACT
Not applicable.

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. Ceremonial documents meet the above criteria and are not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy

Respectfully Submitted,
Blair Hutchison, City Clerk Department
Carmen Avalos, City Clerk

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution - Julie Sparkes

COUNCIL COMMUNICATION
CC #:
3389
File #:
0102
Title:

Council Discretionary Funds - Crime Stoppers Fourth of July Fun Run Contact:

Heather Blanco 916-746-1171 [email protected]

Meeting Date: 6/19/2024
Item #: 8.1.

RECOMMENDATION TO COUNCIL
Recommend that the City Council consider a sponsorship for $2,000 from Council Discretionary Funds for Roseville Crime Stoppers annual Fourth of July Fun Run.

BACKGROUND
The Citizens’ Benefit Fund was established in 1993 with the net proceeds from the sale of the Roseville Hospital. The City Council may, after receiving the recommendation of the Roseville Grants Advisory Commission, annually appropriate up to 90 percent of the annual earnings of the Citizens’ Benefit Fund for the purpose of improving the quality of life for the citizens of the City of Roseville. The City Council, without the recommendation of the Roseville Grants Advisory Commission, may annually appropriate a minor amount up to $15,000 of the annual earnings for the purpose of improving the quality of life in Roseville.

FISCAL IMPACT
There is no fiscal impact to the City’s General Fund. Annually, the Assistant City Manager/Chief Financial Officer allocates $15,000 of the annual earnings on the Citizens’ Benefit Fund per section 4.06.040 in the Municipal Code and includes it in the annual budget along with the Citizens’ Benefit Fund resources available for appropriation each year. These earnings are restricted for the purpose of improving the quality of life for Roseville residents and appropriated by the City Council.

The balance remaining in the Council’s Discretionary Funds for FY2023-24 is $7,821.

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. The award of funds meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy.

Respectfully Submitted,
Heather Blanco, Executive Assistant
Carmen Avalos, City Clerk

_____________________________
Dominick Casey, City Manager

COUNCIL COMMUNICATION
CC #:
3421
File #:
0102
Title:

Council Discretionary Funds - Roseville Girls Softball
Contact:

Carmen Avalos 916-774-5269 [email protected]

Meeting Date: 6/19/2024
Item #: 8.2.

RECOMMENDATION TO COUNCIL
Recommending that the City Council consider a request for a sponsorship from the Council Discretionary Funds for The Roseville Girls Softball Thunder Select Team in the amount of $5,000.00. The financial support would be used for travel accommodations and other expenses.

The balance remaining in the Council’s Discretionary Funds for FY2023-24
is
$7,821.

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. The award of funds meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B- Support Community engagement and advocacy

Respectfully Submitted,
Amy Ruiz, Executive Assistant
Carmen Avalos, City Clerk

_____________________________
Dominick Casey, City Manager

COUNCIL COMMUNICATION
CC #:
3422
File #:
0103 & 0103-07-03 & 0103-09-03 & & 0103-34-03 & 0103-44-03 Title:

Board and Commissions Bi-Annual Vacancies
Contact:

Katrina Six 916-774-5267 [email protected]

Meeting Date: 6/19/2024
Item #: 9.1.

RECOMMENDATION TO COUNCIL
Appoint two (2) individuals to the Economic Development Advisory Committee to terms expiring June 30, 2028 from the applications received from: Lauren Razzano, Andrew Tagg, and Angela Tsukiji.

Appoint one (1) individual to the Grants Advisory Commission to a term expiring June 30, 2028 from the applications received from Milena Miyashiro and Lauren Razzano.

Appoint two (2) individuals to the Planning Commission to terms expiring June 30, 2028 from the applications received from Bruce Hagler, John Prior, Barbara Samarati, and Kim Ryan Unidad; Appoint Einar Maisch to the Public Utilities Commission.

BACKGROUND
Appointments are due to be made as part of the bi-annual recruitment process. Recruitment for all vacancies occurred in May and June, video interviews of the applicants were conducted by the City Clerk Department, and the City Attorney’s Office reviewed the Statements of Economic Interest (Form 700) for potential conflicts of interest. The applications, video interviews, and confidential attorney review are compiled and provided to the City Council for consideration. The Public Utilities Commission one received one application and as such, Einar Maisch will be appointed to the position.

FISCAL IMPACT
There is no fiscal impact.

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. The appointment of members to boards or commissions meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy

Respectfully Submitted,
Katrina Six, City Clerk Technician
Carmen Avalos, City Clerk

_____________________________
Dominick Casey, City Manager

COUNCIL COMMUNICATION
CC #:
3408
File #:
0800-03
Title:

Electric Residential Customer Program - Bring Your Own Thermostat Agreement Contact:

Andrea Blomquist 916-774-5317 [email protected]

Meeting Date: 6/19/2024
Item #: 10.1.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize the City Manager to execute a five-year Bring Your Own Thermostat Agreement with EnergyHub, Inc.

BACKGROUND
Roseville Electric Utility (REU) researched methods to increase electrical grid reliability during grid emergencies for the community. After considering several options, residential smart thermostat demand response programs were found to be the most advantageous program choice for both the community and the utility. A residential smart thermostat demand response program can reduce strain on the electrical grid during times of duress and enhance the utility’s ability to avoid blackouts.

After looking into a recent agreement between another public owned utility (POU) and EnergyHub, Inc., staff decided to utilize a piggyback contract with the Modesto Irrigation District, because it was in line with REU’s goals and is a fiscally responsible alternative to the traditional request for proposal process.

The residential demand response program provides an opportunity for our customers to voluntarily enroll through their smart thermostat. Utilizing EnergyHub software, REU will be able to temporarily adjust participating customers smart thermostats and decrease the amount of energy strain on the electrical grid. In return for their participation, customers will receive an annual bill credit of $25 and a one-time program sign-up incentive of $25.

FISCAL IMPACT
The total cost of the five-year agreement is estimated to be approximately $582,000, based on customer participation. The cost for services in FY2024-25 is estimated at $110,000 and funding is included in the proposed FY2024-25 Electric Department budget in the Electric Fund. Future year funding will be included in the respective Electric Department budgets and 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 contract meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services

Respectfully Submitted,
Andrea Blomquist, Senior Energy Services Account Representative Dan Beans, Electric Utility Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-218
Agreement
RESOLUTION NO. 24-218

APPROVING AN AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND ENERGYHUB, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Bring Your Own Thermostat Agreement for the Roseville Electric Residential Demand Response Program, by and between the City of Roseville and EnergyHub, Inc., 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

EnergyHub, Inc.

Bring Your Own Thermostat (BYOT) Agreement

This Bring Your Own Thermostat Agreement (“ Agreement”) is made effective as of _______________, 20 24 (“Effective Date”) by and between EnergyHub , Inc., a Delaware corporation with an address located at 41 Flatbush AVE, Suite 400A , Brooklyn, NY 1121 7 (“EnergyHub”), and the City of Roseville , a municipal corporation with an address located at 311 Vernon Street, Roseville, CA 95678 (“Utility”). EnergyHub and Utility are sometimes referred to herein individually as a “Party” and collectively as “Parties.” Background
EnergyHub has developed a proprietary web-based software platform for demand side management which it offers on a software -as-a- service basis (the “Mercury Platform”). Utility wishes to obtain access to the Mercury Platform and EnergyHub is willing to provide such access on the terms and conditions set forth in this Agreement. Furthermore, as part of its “Bring Your Own Thermostat” offering and in exchange for the Fees payable hereunder, EnergyHub has agreed to provide program management services for Utility’s energy efficiency and/or demand response programs (each a “Program”) that may include the recruitment and enrollment of Utility’s customers to participate in Utility’s Programs, setup, marketing, reporting, incentive processing and customer service for Progra m participants (collectively, the “Program Services”).

In consideration of the mutual covenants and conditions set forth in this Agreement, and for other valuable consideration, th e Parties hereby agree as follows.

Terms and Conditions

1.0 Services.

1.1 License to the Mercury Platform. Subject to the terms and conditions of this Agreement, including, without limitation, the payment of the Fees set forth in Section 3.1 below, EnergyHub grants to Utility a non -sublicensable, non-transferable, non-exclusive, revocable license to access and use the Mercury Platform in accordance with any applicable documentation (“ Documentation”), solely for Utility’s internal business purposes (which shall include providing demand response services) during the Term. Furthermore, in connection with the Program Services, EnergyHub grants to Utility a non-sublicensable, non-transferable, non-exclusive, revocable license to access and use the Program -related marketing materials, project plans, documentation on automate d verification and Program documentation (collectively, “Program Materials”) solely for Utility’s Program-related activities during the Term.

1.2 License to Utility Marks. Utility hereby grants EnergyHub a limited, non-exclusive, non-transferable, sublicensable, royalty-free license during the Term to use Utility’s trademarks, branding and service marks, (collectively, “Utility Marks”) solely for the purposes of delivering the Program Services. Use of the Utility Marks pursuant hereto, and any goodwill generated thereby, shall inure solely to the benefit of Utility. All right, title, and interest in and to all Utility Marks, and all goodwill associated therewith, is and shall remain solely owned by Utility. EnergyHub shall use Utility Marks, if at all, exactly in the form provided and in conformance with any trademark usage policies of Utility, as provided from time to time. EnergyHub shall not take any action inconsistent with, or otherwise challenge, Utility’s ownership of the Utility Marks. For the avoidance of doubt, EnergyHub’s connected device providers and marketing providers shall be permitted to display the Utility Marks in connection with Program advertising campaigns promoting the Programs, solely as set forth in and in compliance with this Agreement.

1.3 Proprietary Rights. EnergyHub owns, and shall own, all right , title and interest (including all copyrights, patents, trademarks, trade names, trade secrets and other proprietary rights) in and to the Mercury Platform, Documentation, Program Materials and any and all derivative works and improvements thereto. Apart from the limited license expressly granted in this Agreement, Utility does not acquire any right, license, or interest in or to the Mercury Platform or any associated software, Documentation, Program Materials or any derivative works and/or improvements thereof or the intellectual property rights arising out of or related to any of the preceding.

1.4 Restrictions. Utility will not, will not attempt to, and will not allow any Authorized Utility User (as defined in Section 2.1 below) or third party to: (i) interfere in any manner with the operation of the Mercury Platform or the hardware or network used to pr ovide the Mercury Platform; (ii) copy, modify, alter, or make derivative works based on any part of the Mercury Platform or any associated software, Documentation or Program Materials; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source cod e from any component of or devices connected to the Mercury Platform or any associated software or web services or permit a third party to do any of the foregoing; (iv) sublicense, assign, sell, or lease to, or otherwise allow, any person other than an Autho rized Utility User to access the Mercury Platform; (v) use the Mercury Platform for purposes of providing third -party hosting or third -party application integration, service bureau, subscription or application service provider -type services; (vi) disclose to any third party the performance measures of the Mercury Platform or benchmark tests or other comparisons of the Mercury Platform with other services or software; (vii) remove or alter any proprietary or other notice, legend or symbol on or embedded in t he Mercury Platform or any associated software, Documentation or Program Materials; (viii) access the Mercury Platform for purposes of monitoring the Mercury Platform’s availability, performance or functionality, or for any other benchmarking or competitiv e purposes; or (ix) use the Mercury Platform, any Program Materials or any Documentation or Utility’s access to any of the foregoing to design, build, market, or sell any similar, com petitive or substitute service.

1.5 Program Services. For each Program, EnergyHub will provide Utility with the Program Services set forth in one or more mutually agreed upon and signed statement(s) of work which shall contain, without limitation, a description of the Program Services, the fees and DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

payment terms (each a “ SOW”). Each SOW shall be subject to all of the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and an SOW, the terms of this Agreement shall prevail, unless exp licitly stated otherwise in an SOW. The initial SOW is attached hereto as Exhibit B.

2.0 Utility’s Responsibilities.

2.1 Access and Security. Utility will designate certain of its employees and contractors as authorized to use the Mercury Platform (each an “ Authorized Utility User”). An Authorized Utility User account is not permitted to be shared among users. Each Authorized Utility User will be assigned a unique user identification name and password for access to and use of the Mercury Platform (“Credentials”).

Utility is solely responsible for all activities that occur under Utility's Authorized Utility User accounts. Utility shall use commercially reasonable efforts to ensure that its Authorized Utility Users are responsible for maintaining the security and confi dentiality of their Credentials, and to prevent unauthorized access to or use of the Mercury Platform. Utility shall notify EnergyHub promptly upon becoming aware of any unauthorized use of Credentials. If required by one of EnergyHub’s device partners as of the Effective Date (and if corresponding prior notice of such requirements has been given by EnergHub to Utility), and if and only to the extent that th e Program (as set forth in writing) includes such device partner’s devices, the following additional requirements shall apply:
(a) Before EnergyHub discloses or transmits any personal information about the particular device partner’s end users or other confidential information about such device partner (collectively, “Protected Information”) to Utility, and only if required by the device partner, EnergyHub may require Utility to allow EnergyHub (either directly or through a third party subcontractor) to conduct a security audit to determine whether Utility’s reasonable and appropriate steps to protect the security, privacy and confidentiality of the Protected Information (“Safeguards”) and data use policies comply with applicable law and this Agreement, including, without limitation, compliance with Criteria Common to Security Principles (SSAE16): Group1: CC 1.1 - 1.4; Group 2: 2.1 - 2.6; Group 3: 3.1 - 3.2; Group 4: 4.1; Group 5: 5.1 - 5.8; Group 6: 6.1, 6.2; and Group 7: 7.1 - 7.4. Utility may use SOC 2 Type 2 reports or an alternative acceptable to EnergyHub in lieu of an independent audit by EnergyHub or its subcontractor. For the avoidance of doubt, as of the Effective Date, EnergyHub acknowledges that a security questionnaire form is an acceptable alternative in lieu of the initial independent audit by EnergyHub or its subcontractor. Utility agrees that EnergyHub may share the findings of such security audits or reports with the applicable device partner (and its respective auditors) who require evaluation of utility security procedures, provided that any such party enters into a written agreement agreeing to treat any such information as Utility’s Confidential Information with provisions at least as protective of Confidential Information as those in this Agreement. If the device partner determines in its discretion that a data security issue exists or detects a material flaw in Utility’s Safeguards, EnergyHub may unenroll and remove the device partner’s devices from all Program(s) with Utility upon immediate written notice. Furthermore, upon request by EnergyHub, Utility will comply with the reasonable policies of a connected device provider relating to Protected Information that are provided to Utility.

2.2 Platform-Generated Data. As used herein, a “Prospect” is an individual who is a bona fide prospect to enroll in a Program. If such Prospect is eligible to participate in the Program and agrees in writing to participate (including via electronic signature), such Prospect will become a “Participant” or “Customer” for the purposes of this Agreement effective on the date such Participant agrees to participate in the Program. Utility acknowledges that the Mercury Platform will generate usage, savings, load and other data in connection with the Utility’s use of the Mercury Platform and Participants’ Program participation (“ Platform-Generated Data”). The Parties shall mutually agree on the form of Program enrollment agreement that Participants will be required to accept in order to enroll in Utility’ s Program(s) that use the Mercury Platform to ensure that EnergyHub: (i) is entitled to access, retrieve, store, copy, create derivative works of, and otherwise use Platform-Generated Data in connection with developing, analyzing, testing, maintaining, improving, modifying, distributing, providing, making available and/or otherwise commercializing EnergyHub’s products and services, provided that EnergyHub shall remove or redact any personally identifiable information prior to any public distribution or display; and (ii) is entitled to take a ctions to adjust a Participant’s thermostat in conne ction with the Program. As between the Parties, EnergyHub shall own the Platform -Generated Data.

EnergyHub grants to Utility a non -sublicensable, non-transferable, non-exclusive, revocable license to access and use the Platform - Generated Data solely for Utility’s Program-related activities during the Term. Utility shall not be permitted to use the Platform-Generated Data for any other purpose (including using the Platform-Generated Data for any internal analytics not directly related to a Program).

2.3 Customer Data. Utility shall be solely responsible for any data relating to Participants or Customers provided by Utility or an Authorized Utility User to EnergyHub or the Mercury Platform (the “ Customer Data”). Utility shall be solely responsible for ensur ing compliance with any applicable laws or regulations regarding the use, security, or disclosure of Customer Data. Utility represents and warrants that: (a) every Customer or Participant for whom Utility or an Authorized Utility User provides an email a ddress to EnergyHub has consented (“opted-in”) to receive messages from Utility and its agents in connection with the Programs; (b) the Customer Data and any other information, data or material provided by Utility or an Authorized Utility User will not (i) infringe or violate any intellectual property right, proprietary right or trade secrets, rights of publicity or privacy, or any law or regulation, or (ii) contain any viru ses, code, or programming routines intended to damage, copy, intercept, or misapprop riate any system, data, or personal information, or damage or impair the operation of the Mercury Platform ; (c) Utility shall not use the Mercury Platform in a manner that violates any federal, state, provincial, or local law or regulation relating to indi vidual privacy or the distribution of email and other marketing communications, including, without limitation, the CAN-SPAM Act and the Telephone Consumer Protection Act of 1991 (“TCPA”). As between the Parties, Utility shall own the Customer Data.

2.4 End User Data. Platform-Generated Data shall also include, without limitation, Personal Information collected from or about a Participant when such Participant uses a third party device of an EnergyHub connected device provider that has been enrolled in a Program (“End User Data”). For the avoidance of doubt, End User Data shall not include any Customer Data or any data collected by DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

Utility. As used herein, “Personal Information” means (i) any information about an identified or identifiable individual; or (ii) information that is not specifically about an identifiable individual but, when combined with other information, may identify an individu al. Personal Information includes names, email addresses, p ostal addresses, telephone numbers, government identification numbers, financial account numbers, payment card information, credit report information, biometric information, online identifiers (including IP addresses and cookie identifiers), network and ha rdware identifiers, and geolocation information, and any information that constitutes “personal data” within the meaning of (i) the GDPR; and, (ii) any other applicable data protection laws or regulations modeled on the G DPR. As used herein, “ GDPR” means t he General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (“ EU”) and the European Economic Area (“EEA”). EnergyHub shall be solely responsible for ensuring compliance with any applicable laws or regulations regarding the collection, use, security, or disclosure of End User Data in EnergyHub’s possession or control, and Utility shall be solely responsible for ensuring compliance with any applicable laws or regulation s regarding use, security, or disclosure of End User Data in Utility’s possession or control . Utility agrees that the End User Data shall only be used for the following purposes during the Term of this Agreement: ( i) verification of Participant eligibility for and enrollment in the applicable Program; (ii) verification of Participant eligibility for a Program participation incentiv e; (iii) as required to meet regulatory or other legal requirements evidenced by reasonable documentation; and (iv) as approved by such connected device provider on a case-by-case basis, non-marketing communications directly to Participants about the Program in which the Participant is enrolled. Utility shall not, and may not permit any third party to, use End User Data for any purpose not expressly approved in this Agreement, including (without lim itation) to:
(a) share End User Data with third parties, including without limitation data brokers, advertisers or advertising networks for any purpose; (b) use End User Data to evaluate Participants or their property individually or in aggregate for insurance or other financial products and services; (c) use End User Data for marketing purposes; (d) use End User Data to develop, create or improve another product, service or feature; (e) use End User Data to develop, create or train any algorithms or machine learning models; (f) use End User Data to create repo rting or insights for other entities without EnergyHub’s advance written permission; or (g) use End User Data for any purpose beyond the specific permissions granted by the Participant and as otherwise permitted by this Agreement and applicable laws. Utility shall delete all Platform- Generated Data in Utility’s Possession and destroy or erase all electronic media in Utility’s possession that contain Platform-Generated Data (excluding performance results, reports or other derivative materials) promptly following verification of Customer eligi bility for customer participation incentives, but in any event no greater than one year from the date the Platform-Generated Data was received by Utility.

2.5 Payment of Customer Incentives. For as long as a Participant is enrolled in the Program, Utility will pay the incentives promised to such Participant directly to Participant or through EnergyHub and will comply with any and all agreements between such Participant and Utility, including Program terms and conditions.

2.5 Service Provider Designation. Notwithstanding the foregoing, to the extent that any Customer Data and/or Platform-Generated Data qualifies as personal information (“ Personal Information”) under the California Consumer Privacy Act of 2018, as amended and pursuant to regulations promulgated thereunder (collectively the “ CCPA”), EnergyHub shall not (i) “sell”, a s such term is defined in the CCPA, Personal Information received from Utility or collected on its behalf, or (ii) retain, use, or disclose such Personal Information for any purpose other than for the specific purpose of providing, updating, improving, and modifying the Mercury Platform, providing access to the Mercury Platform as contemplated herein and providing the Program Services. EnergyHub understands the restrictions set forth in this Section 2.5 and will comply with such restrictions for as long as EnergyHub has access to such Personal Information. Furthermore, EnergyHub shall use commercially reasonable efforts to comply with deletion and access requests submitted by verified California consumers pursuant to the CCPA as reasonably directed by Utility.

3.0 Fees, Payment, and Sales Tax.

3.1 Fees. As consideration for the Program Services and license to the Mercury Platform, Utility shall pay to EnergyHub the fees (“Fees”) set forth in the SOW. To the extent that the Fees are calculated on volume of use of the Mercury Platform or the number of customers who participate in the Program, EnergyHub’s records and logs of such usage shall be conclusive. Except as otherwise expressly provided in the SOW, all Fees are fully earned and are non-refundable for any reason.

3.2 Invoicing Contact. Unless otherwise set forth in the SOW, all invoices shall be sent to Utility at the following address:

City of Roseville
311 Vernon Street
Roseville, CA 95678
Attn: Accounts Payable
Email address: [email protected]
Phone: (916) 774-5488
Fax: (916) 784-3796

3.3 Late Payment. Unless otherwise set forth in the SOW, all Fees shall be billed quarterly in advance and are due within forty-five (45) days of the date of invoice. Any overdue amounts shall accrue interest at the rate of 1 ½ % per month, or at the highest legal interest rate, if less. All Fees owed by Utility are exclusive of, and Utility shall pay, all sales, use, excise, and other taxes that are attributable to Utility’s use of the Mercury Platform and EnergyHub’s provision of Program Services. EnergyHub shall have the right (in addition to any other rights or remedies available to it) to discontinue access to the Mercury Platform; suspend all Credentials and suspend all Pr ogram Services if any Fees are more than thirty (30) days overdue.

3.4. Sales Tax . Utility shall be solely responsible for all sales and use taxes relating to this Agreement. Notwithstanding the foregoing, EnergyHub will not charge Utility any sales or use tax relating to this Agreement if Utility provides EnergyHub with a fully DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

executed resale certificate or state exemption certificate documenting that the charges under this Agreement are not subject to sales and use tax.

4.0 Term and Termination.

4.1 Term. Unless otherwise specified in the SOW, the Term of this Agreement shall commence on the Effective Date and shall continue for five (5) years (the “Initial Term”). Thereafter, this Agreement shall expire.

4.2 Termination. Either Party may terminate this Agreement (a) if the other Party materially breaches any term in this Agreement and the breach is not cured within thirty (30) days of the date the non -breaching Party provides written notice to the breaching Party identifying the breach; or (b) upon the happening of any of the following or any other similar event: (i) insolvency of the other Party; (ii) filing of any petition by or against the other Party under any bankruptcy, reorganization or receivership law; (iii) execution of an assignment for the benefit of creditors; or (iv) appointment of any trustee or receiver of the other Party's business or assets or any part thereof, unless such petition, assignment or appointment is withdrawn or nullified within fifteen (15) days of such event.

4.3 Regulatory Termination. Utility may terminate this Agreement upon thirty (30) days’ prior notice to EnergyHub in the event that a regulatory body having jurisdiction over Utility (including, for the avoidance of doubt, the City of Roseville City Council) issues a final order or directive to Utility to terminate the Program(s).

4.4 Effect of Termination. Upon termination, Utility shall immediately cease using the Mercury Platform, the Program Materials and Documentation, and promptly destroy all copies of any Confidential Information of EnergyHub , software, Program Materials and/or Documentation in Utility’s possession or control, and provide certification of such destruction promptly upon EnergyHub’s request. Upon termination, E nergyHub shall immediately cease using , and promptly destroy all copies of , any Confidential Information of Utility in EnergyHub’s possession or control, and provide certification of such destruction promptly upon Utility’s request. Termination shall not relieve Utility of its obligation to pay any Fees previously incurred. The following Sections of this Agreement will survive termination or expiration of this Agreement: Sections 1.2, 1.3, 2.2, 2.3, 2.4, 3, 4.3, 5, 6, 7, 8 and 9.

5.0 Confidential Information and Security.

5.1 “Confidential Information ” means scientific or business information, trade secrets or know -how, including software and documentation theref or, marketing, sales, operating, performance, cost, business and technical information, in any form, tangible or intangible, which may be disclosed or otherwise made available by either Party to the other Party pursuant to this Agreement. In addition, the terms and conditions of this Agreement shall be Confidential Information of each Party. EnergyHub’s Confidential Information includes, without limitation, the Mercury Platform, Documentation, Program Materials, the Platform -Generated Data and enrollment a nd/or marketing processes used by EnergyHub to recruit and enroll customers in the Program. Utility’s Confidential Information includes, without limitation, Customer Data and any information regarding or relating in any way to Utility’s data security . Except as otherwise expressly permitted herein, each Party, on behalf of itself and its employees and agents, agrees to maintain all Confidential Information of the other Party in strict confidence and exercise all reasonable steps to safeguard the confide ntiality of the Confidential Information received from the other Party and will neither disclose nor use such Confidential Information other than as expressly permitted by this Agreement. This Agreement will not affect the receiving Party’s rights to use or disclose information that: (1) is or may hereafter be publicly available through no wrongful act of the receiving Party; (2) the receiving Party can show by its written records predating such disclosure that such information was known on a non-confidential basis by the receiving Party prior to the disclosure by the disclosing Party; (3) the receiving Party can prove by written records to have been lawfully disclosed on a non -confidential basis to the receiving Party by a third party subsequent to disclosure by the disclosing Party; or (4) which is independently developed by or for receiving Party without reference to or use of disclosing Party’s Confidential Information.

5.2 Compelled Disclosure. In the event that a third party seeks to compel disclosure of Confidential Information from a receiving Party by judicial, governmental or administrative process, requirement or order, the receiving Party shall promptly notify th e disclosing Party of such occurrence and furnish to the disclosing Party a copy of the d emand, summons, subpoena or other process served upon the receiving Party to compel such disclosure, and shall permit the disclosing Party to assume, at its expense, but with the receiving Party’s reasonable cooperation, defense of such disclosure demand. In the event that the disclosing Party fails or refuses to contest such a third-party disclosure demand, or a final judicial order is issued compelling disclosure of Confidential Information by the receiving Party, the receiving Party shall be entitled to disclose such information in compliance with the terms of such administrative or judicial process or order, but such information shall otherwise remain Confidential Information subject to the confidentiality obligations set forth herein.

Furthermore, if Utility is required by operation of law to file this Agreement or other EnergyHub Confidential Information with regulatory authorities or others, Utility shall promptly notify EnergyHub of such disclosure requirement (if permitted by applicable law) and use its commercially-reasonable efforts to have this Agreement or Confidential Information kept confidential or to allow EnergyHub to seek an appropriate protective order or other order . For clarity, EnergyHub acknowledges that Utility is required to comply w ith the California Public Records Act, California Government Code Sections 6250, et. seq. In the event that Utility receives a request under the California Public Records Act for any Confidential Information from EnergyHub, Utility will promptly notify EnergyHub of such request prior to release of such information so as to enable EnergyHub to seek an appropriate protective order or order protecting such information fr om disclosure. If Utility is required to disclose EnergyHub’s Confidential Information, Utility agrees to use commercially reasonable efforts to redact non -essential Confidential Information and only disclose the minimum amount of Confidential Information necessary to meet Utility’s legal obligations , or otherwise f ollow appropriate procedures to have unredacted portions treated confidentially under any particular legal proceeding , with the understanding that if the withholding or confidential designation of any information (including the nature, degree, or amount of redactions) is contested, EnergyHub will be responsible for seeking any further appropriate protective order or order protecting such information from disclosure. EnergyHub acknowledges that Utility cannot withhold information beyond the legal timeframe required for responding to a Public Records Act request.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

5.3 Security. EnergyHub shall maintain physical, electronic, and procedural safeguards that are designed to comply with applicable legal standards to protect Utility’s Confidential Information (includin g, without limitation, the Customer Data) in EnergyHub’s possession and to implement and apply appropriate information security and disposal measures and incident response procedures designed t o comply with applicable laws, regulations and orders; (ii) to implement written security and disaster recovery plans consistent with commercially reasonable standards and practices of EnergyHub’s and Utility’s industry; and (iii) to comply with all applicable laws and regulations regarding the security, handling, use and disclosure of Utility’s Confidential Information in EnergyHub’s possession , custody or control that is subject to applicable consumer privacy and security laws. EnergyHub shall use commercially-reasonable efforts to notify Utility promptly after EnergyHub discovers or is notified or any unlawful or unauthorized access to or processing of Utility’s Confidential Information in EnergyHub’s possession, custody or control that is subject to applicable consumer privacy and security laws where such access results in loss, disclosure, or alteration of any such information (each a “Data Security Incident”). To the extent that a Data Security Incident involves Personal Information of Utility’s customers, EnergyHub will be responsible for the reasonable costs of providing legally- required disclosures to the affected entities or individuals or government or regulatory bodies and the reasonable costs of providing legally-required credit monitoring services.

5.4 Publicity. Notwithstanding any other provision of this Agreement, EnergyHub shall have the right to state publicly, including on its website and in press releases and marketing material, that Utility is a subscriber to EnergyHub’s services for so long as Utility is a subscriber to EnergyHub’s services. Upon reasonable written request by Utility, however, EnergyHub will cease stating publicly that Utility is a subscriber to EnergyHub’s services.

6.0 Representations and Warranties; Disclaimer.

6.1 Mutual Representations. Each Party hereby represents and warrants to the other Party that: (a) it has the necessary rights, licenses, and/or permissions to grant the licenses and rights granted herein and to perform its obligations hereunder; (b) it has the full corporate right, pow er and authority to enter into this Agreement and to perform the acts required hereunder; (c) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not viola te any agreement to which such Party is bound or any obligation of such Party; and (d) it will comply with all applicable laws, rules and regulations (including without limitation any applicable data protection and privacy laws) i n performing its obligations and exercising its rights and licenses under this Agreement.

6.2 Program Services. EnergyHub hereby represents and warrants to Utility that it will perform the Program Services in a competent and professional manner consistent with the customs and practices of its industry. In the event of a breach of the warranty set forth in this Section 6.2, EnergyHub’s sole obligation and Utility’s exclusive remedy shall be for EnergyHub to re-perform the applicable Program Services.

6.3 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, THE MERCURY PLATFORM AND PROGRAM SERVICES ARE PROVIDED ON AN “A S IS” AND “WHERE AVAILABLE” BASIS, AND ALL EXPRESS, IMPLIED, AND

STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS

FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. UTILITY’S USE OF THE MERCURY PLATFORM IS AT ITS SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,

ENERGYHUB DOES NOT WARRANT THAT THE MERCURY PLATFORM WILL BE UNINTE RRUPTED, SECURE, RELIABLE OR ERROR-FREE.

6.4 UTILITY UNDERSTANDS AND AGREES THAT ENERGYHUB DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR: (1) THE ACCURACY, COMPLETENESS, LEGALITY OR RELIABILITY OF ANY PROGRAM MATERIALS, DOCUMENTATION, CONTENT OR INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH THE MERCURY PLATFORM; (2) THE MERCURY PLATFORM, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; (3) AN AUTHORIZED UTILITY USER’S USE OR MISUSE OF THE MERCURY PLA TFORM OR AN AUTHORIZED UTILITY USER’S

INABILITY TO USE THE MERCURY PLATFORM, THIRD PARTY SOFTWARE, SERVICES OR HARDWARE (INCLUDING, WITHOUT LIMITATION, THERMOSTATS OR OTHER CONNECTED DEVICES); ( 4) UTILITY -SUPPLIED AND THIRD -PARTY SUPPLIED

HARDWARE (INCLUDING, WITHOUT LIMITATION, THERMOSTATS OR OTHER CONNECTED DEVICES), SOFTWARE OR SERVICES; (5) INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR DESTRUCTION OF PROPERTY ARISING FROM

UTILITY-SUPPLIED OR THIRD-PARTY SUPPLIED HARDWARE, SOFTWARE OR SERVICES, REGARDLESS OF WHETHER SUCH

HARDWARE, SOFTWARE OR SERVICES HAVE RECEIVED MESSAGES, DATA TRANSMISSIONS OR COMMUNICATIONS THROUGH OR IN CONNECTION WITH THE MERCURY PLATFORM, AND (6) A PARTICIPANT’S FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS. ENERGYHUB MAK ES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY STORAGE FACILITIES OFFERED BY ENERGYHUB , ITS SERVICE PROVIDERS OR ENERGYHUB’S AFFILIATES OR THE MERCURY PLATFORM. ENERGYHUB DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE

PERFORMANCE OF THIRD PARTY SERVICES, SOFTWARE OR HARDWARE (INCLUDING, WITHOUT LIMITATION,

THERMOSTATS OR OTHER CONNECTED DEVICES), THE USE OF, OR THE RESULTS OF THE USE OF, ITS RECRUITING OR PROGRAM SERVICES PROVIDED BY ENERGYHUB. FURTHERMORE, ENERGYHUB DOES NOT WARRANT THAT THE MERCURY PLATFORM WILL MEET THE REQUIREMENTS OF UTILITY OR THE PARTICIPANTS. ENERGYHUB DOES NOT WARRANT THAT

MESSAGES, DATA TRANSMISSIONS OR COMMUNICATIONS THROUGH OR IN CONNECTION WITH THE MERCURY PLATFORM DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

WILL BE SECURELY, ACCURATELY, RELI ABLY OR SUCCESSFULLY TRANSMITTED OR RECEIVED BY A PARTICIPANT’S THERMOSTATS OR DEVICES. UTILITY ACKNOWLEDGES AND AGREES THAT (I) PARTICIPANTS MAY IGNORE OR OVERRIDE

ANY SUCH MESSAGES, DATA TRANSMISSIONS OR COMMUNICATIONS AND (II) ENERGYHUB DOES NOT WARRAN T THAT

SUCH MESSAGES, DATA TRANSMISSIONS OR COMMUNICATIONS OR USE OF THE MERCURY PLATFORM WILL RESULT IN A

CHANGE OR REDUCTION IN POWER USAGE BY ANY PARTICIPANT OR PREVENT ANY LOSS OF POWER OR REDUCTION IN AVAILABLE POWER OR PREVENT ANY POWER SURGES OR POWER SPIKES. UTILITY WARRANTS THAT IT HAS NOT RELIED

ON ANY INFORMATION OR REPRESENTATION PROVIDED BY OR ON BEHALF OF ENERGYHUB OR ITS AFFILIATES WHICH IS NOT EXPRESSLY INCLUDED IN THIS AGREEMENT.

7.0 Exclusion Of Consequential Damages; Limitation Of Liability

7.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY HERETO FOR ANY BUSINESS

INTERRUPTION, LOST PROFITS, LOST DATA, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, SPEC IAL,

INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER

ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM, RELATING TO OR CO NNECTED WITH: (I) THIS AGREEMENT; (II) THE MERCURY PLATFORM; (III) THE PROGRAM SERVICES, PROGRAM MATERIALS AND/OR DOCUMENTATION; OR (IV) THE RECEIPT OR

TRANSMISSION OF (OR FAILURE TO RECEIVE OR TRANSMIT OR TO ACCURATELY RECEIVE OR TRANSMIT) ANY MESSAGES,

DATA TRANSMISSIONS OR COMMUNICATIONS THROUGH OR IN CONNECTION WITH THE MERCURY PLATFORM, AND

NEITHER PARTY WILL HAVE ANY DUTY, OBLIGATION OR LIABILITY FOR ANY OF ITEMS (I) THROUGH (IV) SET FORTH IN THIS PARAGRAPH, ALL OF WHICH EACH PARTY EXPRESSLY WAIVES. FURTHERMORE, IN NO EVENT WILL ENERGYHUB OR ITS

AFFILIATES BE LIABLE TO UTILITY OR ANY THIRD PARTY FOR ANY BUSINESS INTERRUPTION, LOST PROFITS, LOST DATA,

COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE,

CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF

CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM, RELATING TO OR CONNECTED WITH: (A) UTILITY’S ABILITY OR INABILITY TO PROVIDE POWER TO PARTICIPANTS OR ANY THIRD PARTY; OR (B) THE AVAILABILITY OR UNAVAILABILITY OF POWER TO THE PARTICIPANTS OR ANY THIRD PARTY, INCLUDING

BUT NOT LIMITED TO BLACKOUTS OR BROWNOUTS, OR ANY POWER SURGES OR POWER SPIKES, AND ENERGYHUB WILL

NOT HAVE ANY DUTY, OBLIGATION OR LIABILITY FOR EITHER OF ITEMS (A) AND (B) SET FORTH IN THIS PARAGRAPH, ALL OF WHICH UTILITY EXPRESSLY WAIVES. THESE EXCLUSIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE

FROM USE OR MISUSE OF AND RELIANCE ON THE MERCUR Y PLATFORM, FROM INABILITY TO USE THE MERCURY

PLATFORM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE MERCURY PLATFORM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7.2 EXCLUSIVE OF ANY FEES PAYABLE TO ENERGYHUB HEREUNDER AND EXCLUSIVE OF ANY OBLIGATION TO DEFEND INDEMNIFY, OR HOLD HARMLESS THE OTHER PARTY HEREUNDER , A PARTY’S MAXIMUM CUMULATIVE LIABILITY TO THE

OTHER PARTY RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND EACH PARTY’S MAXIMUM REMEDY TO THE OTHER PARTY FOR ANY AND ALL CAUSES RELATING TO THIS AGREEMENT AND ANY

TRANSACTION CONTEMPLATED BY THIS AGREEMENT WHETHER ARISING IN CONTRACT (INCLUDING BREACH OF

CONTRACT OR BREACH OF WARRANTY), IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER

THEORY OF RELIEF (INCLUDING ANY CLAIMS FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT), WILL BE LIMITED

TO THE GREATER OF (A) THE FEES THAT UTILITY HAS PAID TO ENERGYHUB DURING THE TWELVE -MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).

NOTWITHSTANDING THE FORE GOING, EXCLUSIVE OF ANY FEES PAYABLE TO ENERGYHUB HEREUNDER, A PARTY’S

MAXIMUM CUMULATIVE LIABILITY TO THE OTHER PARTY RELATING TO ANY CLAIMS FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO TWO MILLION DOLLARS ($2,000,000). EACH PARTY U NDERSTANDS AND AGREES

THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN UTILITY AND ENERGYHUB, AND THAT ABSENT THE OTHER PARTY’S AGREEMENT TO THIS LIMITATION OF LIABILITY, SUCH PARTY WOULD NOT ENTER INTO THIS AGREEMENT.

8.0 Indemnification and Insurance

8.1 Indemnification by EnergyHub (Intellectual Property and General). EnergyHub shall defend, indemnify and hold harmless Utility and its parents, subsidiaries, affiliates, and their respective members, directors, officers, employees, stockholders and age nts against any and all third party claims, demands, losses, liabilities, damages, expenses (including reasonable attorneys’ fees) and causes of action arising out of any claim in the event that the use of the Mercury Platform by Utility or an Authorized Utility User infringes or violates any U.S. patent, U.S. copyright or trademark r ights; provided that EnergyHub shall have no obligation under this Section to the extent that any claim results from (i) any alteration or modification of the Mercury Platform not provided or authorized by EnergyHub, where the claim is based on such alteration or modification, or where there would be no claim but for such alteration or modification; (ii) use of the Mercury DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

Platform in a way not intended by EnergyHub, if such infringement or violation would not have occurred but for such alteration, modification or unintended or unauthorized use of the Mercury Platform; (iii) use of the Mercury Platform in combination with other products or services where the claim is based on such combination, or where there would be no claim but for such combination; or (iv) such claim arises from hardware (including, without limitation, thermostats or other connected devices), software or services provided by a party ot her than EnergyHub. Should the Mercury Platform become, or in EnergyHub’s opinion be likely to become, th e subject of a claim for which EnergyHub is required to indemnify pursuant to this Section, EnergyHub may, at its discretion, (1) obtain for Utility, at no additional cost to Utility, the right to continue using the Mercury Platform under this Agreement; (2) modify or replace the Mercury Platform or part of the Mercury Platform, at no additional cost to Utility, to avoid such claim, or (3) if EnergyHub determines that neither (1) or (2) is commercially practicable, terminate the license to the Mercury Platf orm and refund any prepaid fees paid by Utility for the Mercury Platform (and for clarity, there will be no going-forward or other future fees owing from Utility to EnergyHub). THIS SECTION 8.1 STATES ENERGYHUB’S ENTIRE LIABILITY AND UTILITY’S EXCLUSIVE R EMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT OR VIOLATION. EnergyHub shall defend, indemnify and hold harmless Utility and its parents, subsidiaries, affiliates, and their respective members, directors, officers, employees, stockholders and agen ts against any and all third party claims, demands, losses, liabilities, damages, expenses (including reasonable attorneys’ fees) and causes of action arising from, incurred as a result of, or in an y manner related to EnergyHub’s gross negligence, fraud or fraudulent misrepresentation.

8.2 Indemnification by Utility. Utility agrees to defend, indemnify and hold EnergyHub and its third party suppliers, connected device providers, EnergyHub’s and their parents, subsidiaries, affiliates, and their respective members, directors, officers, employees, stockholders and agents harmless, against any third party losses, expenses, costs or damages (including EnergyHub’s reasonabl e attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Utility’s or any Authorized Utility User’s use or misuse of the Mercury Platform or the Platform-Generated Data, (2) Utility’s or any Authorized Utility User’s breach of this Agreement or an agreement with a Participant, (3) Utility’s or any Authorized Utility User’s unauthorized or unlawful use of the Mercury Platform, (4) the unauthorized or unlawful use of the Mercury Platform by any other person using Utility’s Credentials, unless such unauthorized or unlawful use arose from a compromise in security of the Mercury Platform or otherwise disclosure of or access to such credentials in the custody, possession or control of EnergyHub, (5) any infringement or misappropriation of any third party rights (including, without limitation, intellectual property rights) arising from or related to the Utility Marks; (6) any acts or omissions arising from customer information provided by Utility or its agents; ( 7) any claims arising out of the thermostats, other hardware, software or services (exclusive of the Mercury Platform) used by the Participants or provided by the Utility; (9) Utility’s or any Authorized Utility User’s gross negligence, fraud or fraudulent misrepresentation; (10) any alleged breach by Utility or any Authorized Utility User of any law or regulation applicable to Utility’s operations as such relates to its performance under this Agreement; and ( 11) the availability or unavailability of power to the Participants or any third party, including, without limitation, blackouts or brownouts, or any power surges or power spikes. Utility shall be responsible for any breach of any term of this Agreement applicable to Authorized Utility User s including Utility’s customers and any of their Authorized Utility Users.

8.3 Indemnification by EnergyHub (Data) . EnergyHub will indemnify, defend, and hold harmless Utility (and its directors, officers, employees and agents (collectively, “Indemnified Party”) from and against any and all third -party claims, actions, causes of actions, damages, demands, costs or expenses (including reasonable attorney’s fees), arising from EnergyHub’s breach of its representations or obligations under this Agreement relating to data privacy and security or in the event there is an unauthorized or unintentional disclosure or release of Customer Data in violation of this Agreement or applicable law (a “Data Breach”) for Customer Data in the possession, custody, or control of EnergyHub.

8.4 Insurance. EnergyHub, at its sole cost and expense, for the full term of the Agreement and as otherwise set forth herein, will maintain third-party cyber, cyber-risk security, or other such liability coverage (regardless of name) to cover first -party losses and third- party liability arising from breaches of security of data or computer networks of EnergyHub in an amount of at least two million dollars ($2,000,000.00), with this insurance being with admitted insurers having an AM Best rating of at least A -, Class VII. At a minimum, this policy must cover losses and liabilities arising from a “Data Breach ,” including coverage for: (1) the expenses of notifying affected individuals or entities of the Data Breach; (2) credit monitoring services or similar services for affected individuals; (3) crisis management expenses, including for forensics contractor; (4) network security; (5) cyber -extortion expenses; (6) business interruption and extra expense; and (7) defense and indemnity coverage for claims, lawsuits and regulatory procee dings arising from a Data Breach. The insurance must have a retroactive date of placement prior to, or coinciding with, the date services are first provided under the Agreement.

EnergyHub will maintain all such insurance for the entire time Consultant is performing work under the Agreement and for at least three years after the completion of all work to be performed under the Agreement. EnergyHub will ensure that Utility (and its officers, directors, employees, and agents) is covered as an additional insured under this insurance policy for the entire time EnergyHub is performing work under the Agreement and for at least three years after the completion of all work to be performed under the Agreement. EnergyHub will obtain a specific endorsement to this i nsurance policy, naming Utility (and its officers, directors, employees, and agents), as additional insureds for the entire time Consultant is performing services under the Agreement and for at least three years after the completion of all work to be performed under the Agreement; and this insurance will be primary, and any other insurance procured for the benefit of Utility will be excess and non -contributory. Upon request from Utility, EnergyHub will provide certificates of insurance as evidence of the required coverage, and any such certificates will indicate that the broker or insurer will endeavor to provide Utility with at least thirty (30) days prior written notice of cancellation.

9.0 General Provisions.

9.1 Assignment. Neither Party shall assign or purport to assign, the benefits or obligations of this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement to an affiliate or in conn ection with a DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

merger, acquisition, sale of substantially all its assets, or other such corporate reorganization. The provisions of this Agr eement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each Party.

9.2 Force Majeure. Neither Party will be responsible for any failure to perform or delay in performing due to causes beyond its reasonable control, to the extent such failures arise from such causes beyond its reasonable control, including, but not limited to, (i) any fire, explosion, unusually severe weather, natural disaster or Act of God; (ii) epidemic; pandemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (iii) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (iv) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (v) any strike, lockout or other labor dispute or a ction; (vi) any action taken in response to any of the foregoing events by an y civil or military authority; or (vii) any other event beyond such Party’s reasonable control.

9.3 Governing Law and Jurisdiction. ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT, OR

THE NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS. ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL

BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SITTING IN CALIFORNIA AND BOTH OF THE PARTIES HERETO CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURTS.

9.4 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested or email, and will be deemed given upon personal delivery, two (2) days after depos it with overnight courier or five (5) days after deposit in the mail or twenty -four (24) hours after a Pa rty receives delivery receipt confirmation.

Notices will be sent to Utility or EnergyHub at its address and to the designee set forth in the Agreement or such other address and designee as Utility or EnergyHub may specify in writing pursuant to this Section 9.4.

9.5 Relationship of Parties. Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between Utility and EnergyHub, and EnergyHub will be considered an independent contractor when performing services un der this Agreement.

9.6 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power, or remedy.

9.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Ut ility and EnergyHub agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

9.8 UCITA. The Parties agree that the Uniform Computer Information Transactions Act (UCITA), as passed by any state, will not apply in any way to this Agreement.

9.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. The Parties may execute and deliver signatures to this Agreement electronically, including by facsimile or portable document format (PDF) file.

9.10 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the complete and exclusive agreement between Utility and EnergyHub with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by a duly authorized officer of each of Utility and EnergyHub. In the event of a conflict between any of the terms, conditions or provisions of this Agreement and any SOW, schedule o r exhibit attached hereto, the applicable term, condition or provision of this Agreement shall prevail. Without limiting the generality of the foregoing, any use of the ter ms “sell,” sale,” “purchase,” or “acquire” in relation to any software, shall be de emed to mean “license pursuant to the terms and conditions of this Agreement.”
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed below by their duly authorized signatories.

ENERGYHUB, INC. City of Roseville, A Municipal Corporation

Name: Seth Frader-Thompson Name: Dominick Casey
Title: President Title: City Manager

Signature: Signature:

Name: Matthew Johnson
Title: Secretary

Signature:

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

9 EXHIBIT A
Additional Contract Terms and Conditions

All defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

1. To the fullest extent allowed by law, Consultant agrees to indemnify, including the cost to defend City, and its officers, agents a nd employees from any and all third party claims, demands, costs or liability that arise out of, or pertain to, or relate to the gross negligence, fraud, or fraudulent misrepresentation of Consultant in the performance of services under this contract, but this indemnity does not apply to the extent and percentage liability for damages or other loss, arises from the proportionate negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly r esponsible to City, or arising from the active negligence of City.

2. To the fullest extent permitted by law, the City agrees to indemnify, defend, and hold harmless Consultant (and its directors, officers, employees and agents) from and against any and all third- party claims, actions, causes of actions, damages, demands, costs or expenses (including reasonable attorney’s fees), arising from the City’s breach of its representations or obligations under this Agreement relating to data privacy and security or in the event there is an unauthorized or unintentional disclosure or release of Platform -Generated Data in violation of this Agreement or applicable law (a “City Data Breach”) for Platform -Generated Data in the possession, custody, or control of the City.

3. Consultant is an independent contractor, and shall not be considered an officer, agent or employee of the City. Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between Utility and EnergyHub, and EnergyHub will be considered an independent contractor when performing services under this Agreement.

4. Neither Party shall assign or purport to assign, the benefits or obligations of this Agreement without the prior written consent of the other Party. With out the written consent of the City, this Agreement is not assignable by Consultant either in whole or in part.

5. Reserved.

6. Consultant acknowledges that City may terminate this Agreement upon thirty (30) days’ prior notice to Consultant in the event that a regulatory body having jurisdiction over City issues a final order or directive to City to terminate the Program(s), or should funds not be appropriated by such regulatory body to continue services under this Agreement. Notwithstanding the foregoing, the City shall use good faith efforts to obtain all necessary approvals and funding from any applicable regulatory body to continue services under this Agreement for the duration of the Term.

7. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

8. All equipment, supplies and services sold to the City of Roseville shall conform to the applicable general safety orders of the State of California, if any.

9. Exclusive of Utility’s Marks, which will remain owned by Utility, Utility is not acquiring a copyright, patent, trade secret or other intellectual property or proprietary right in the Mercury Platform or Deliverable, or in any data, modifications, customizations, enhancements, changes or work product related thereto.

a. “Deliverable” means any work product or other item (whether tangible or intangible) created by EnergyHub or provided by EnergyHub to Utility pursuant to this Agreement. EnergyHub owns and will own all right, title and interest to the Deliverables (other than Utility’s Marks), and Utility will execute and deliver to EnergyHub any documents reasonably necessary to vest in EnergyHub all right, title and interest therein. Utility gran ts to EnergyHub the limited right to use its Marks solely to the extent necessary to provide the Deliverables as contemplated by this Agreement.

b. “Marks” means trademarks, service marks, logos, trade names and other indicia of origin.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 10 10. All prevailing wages and fair employment practices must be adhered to (to the extent applicable to Consultant or Consultant’s services under the Agreement). Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the foll owing website address:
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm

11. Consultant agrees to the below insurance requirements:
a. Unless otherwise specified, the Consultant shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage, which are set forth in Attachment A. b. 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. c. Additional Insureds. Consultant shall also provide a separate endorsement 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 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. The requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement. d. Cancellation/Modification. Consultant shall provide thirty (30) days written notice to City prior to cancellation or modification of any insurance required by this Agreement. e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combinatio n 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. f. Subconsultants. Consultant agrees to include in its contracts with all subconsultants that perform a material portion of the Services, if applicable, the same insurance requirements of this Agreement, to the extent they apply to the scope of the subconsultants work. g. 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 cont aining 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.
h. 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 e ndorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and sub consultants.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth h erein 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.

12. Each Party shall comply with a ll federal, state, local laws, ordinances and policies as may be applicable to this Agreement.

13. Utility and each Utility Authorized User hereby agrees to the Mercury Platform terms of use (the “ TOU”) linked within the Mercury Platform and located at the fo llowing link:
https://www.energyhub.com/terms/. In the event of a conflict between any of the terms, conditions or provisions of the TO U and this Agreement, the applicable term, condition or DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 11 provision of this Agreement shall prevail.

14. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered electronically, including by facsimi le transmission or by e -mail delivery of a ". pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature page were an original thereof.

15. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fee s. ANY ACTION ARISING OUT OF THIS AGREEMENT SHALL

BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SITTING IN

CALIFORNIA AND BOTH OF THE PARTIES HERETO CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURTS. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

16. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. If any of the provisions contained in this Agreement are for an y reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

18. For purposes of this Agreement, the terms "Contractor," "Consultant," "EnergyHub," and "Supplier" are used interchangeably. For purposes of this Agreement, the terms "City" and "Utility" are used interchangeably.

19. Confidential Information shall be governed by Article 5 of the Agreement.

20. EnergyHub shall maintain physical, electronic, and procedural safeguards that are designed to comply with applicable legal standards to protect City’s Confidential Information in EnergyHub’s possession and to implement and apply appropriate information security and disposal measures and incident response procedures designed to comply with applicable laws, regulations and orders. Such measures will be no less protective than those used to secure Consultant's own information of a similar type.

21. Notwithstanding anything in this Agreement to the contrary, for any BYOT Program, Utility will not retain or store a Participant’s non-anonymous Platform-Generated Data for any purpose beyond (i) one year from the date Utility received such Participant’s Platform -Generated Data or (ii) the date the Participant leaves Utility’s Program, whichever period is longer between (i) and (ii). For the avoidance of doubt, Utility’s Customer Data (as such term is defined below) is not subject to the preceding limitation on data retention.

22. Upon termination or expiration of this Agreement, at the City’s request, Consultant will ensure that all Utility Confidential Information is securely transferred to City within ninety (90) calendar days. Consultant will use commercially reasonable efforts to ensure that any transfer of Utility’s Confidential Information is accomplished by methods that are compatible with the relevant City systems, and that City will have access to all Confidential Information during any such transfer. Consultant shall use commercially reasonable efforts to securely dispose of all Confidential Information when requested by City and Consultant will provide written notification to City certifying the same. Notwithstanding anything in the Agreement to the contrary, EnergyHub shall not be required to delete Utility’s Confidential Information which may be stored in its electronic back -up and data archiva l systems, provided that such Confidential Information is treated as Confidential Information, and is protected from unauthorized disclosure by safeguards at least as secure as those EnergyHub uses to protect its own Confidential Information. Furthermore, EnergyHub shall not be required to return or destroy information which, in the opinion of its legal counsel, it is required to maintain under applicable law.

23. Consultant shall report to City any unauthorized access to Personal Information provided to Consultant by City (or an Authorized Utility User) within twenty -four (24) hours after Consultant discovers such unauthorized access. Consultant will take commercially reasonable measures to address any such data compromise or unauthorized access in a timely man ner. To the extent that a Data Security Incident involves Personal Information provided to Consultant by City (or an Authorized Utility User), Consultant will be responsible for the reasonable costs DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 12 of providing legally -required disclosures to the entities or individuals or government or regulatory bodies and the reasonable costs of providing legally -required credit monitoring services.

24. The City shall maintain physical, electronic, and procedural safeguards that are designed to comply with applicable legal standards to protect Consultant’s Confidential Information (including, without limitation, the Platform -Generated Data) in the City’s possession and to implement and apply appropriate information security and disposal measures and incident response procedu res designed to comply with applicable laws, regulations and orders; (ii) to implement written security and disaster recovery plans consistent with commercially reasonable standards and practices of Consultant’s and City’s industry; and (iii) to comply wit h all applicable laws and regulations regarding the security, handling, use and disclosure of Consultant’s Confidential Information in the City’s possession, custody or control that is subject to applicable consumer privacy and security laws. The City shal l use commercially-reasonable efforts to notify Consultant promptly after the City discovers or is notified or any unlawful or unauthorized access to or processing of the City’s Confidential Information in the City’s possession, custody or control that is subject to applicable consumer privacy and security laws where such access results in loss, disclosure, or alteration of any such information (each a “City Data Security Incident”). To the extent that a City Data Security Incident involves Personal Information of Consultant’s device partners, the City will be responsible for the reasonable costs of providing legally -required disclosures to the affected entities or individuals or government or regulatory bodies and the reasonable costs of providing legally -required credit monitoring services.

25. On EnergyHub’s written request not more than once annually, unless EnergyHub reasonably determines there is a potential security issue, Utility and any Utility Third Party will promptly and accurately complete a written information privacy and security questionnaire regarding any network, application, system, or device, or Safeguard applicable to Utility’s or Utility Third Party’s access to the Protected Information. Utility and any Utility Third Party will provide any additional assistance and cooperation that EnergyHub may reasonably require during any assessment of Utility’s or Utility Third Party’s Safeguards, including providing EnergyHub with reasonable access to personnel, information, documentation, infrastructure and application software, to the extent any of the foregoing is involved in the Utility’s or Utility Third Party’s access to the Protected Information. Utility and any Utility Third Party agrees that EnergyHub may share such questionnaires and assessments with its connected device providers (and their respective auditors) who require evaluation of Utility and Utility Third Party security procedures. If EnergyHub or an applicable connected device provider detects a material flaw in Utility’s or any Utility T hird Party's Safeguards, EnergyHub may suspend or terminate its Program(s) with Utility upon immediate written notice. As used herein, “ Utility Third Party ” shall mean a Utility contractor or other service provider in connection with the Program that requires access to the Mercury Platform or Platform-Generated Data.

26. Consultant shall have the right to state publicly, including on its website and in press releases and marketing material, that City is a client for so long as Utility is a subscriber to Consultant’s services. Upon reasonable written request by the City, however, Consultant will cease stating publicly that the City is a subscriber to Consultant’s services. Except as expressly permitted under this Agreement, Consultant shall not otherwise use City's name, logos, trademarks, or service marks without prior written permission from City.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 13 27. Consultant acknowledges that services rendered under this agreement (including but not limited to service levels and operational levels) shall be performed in accordance with industry standards.

28. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations.

Contractor is hereby notified that this project is subject to compliance monitori ng and enforcement by the Department of Industrial Relations.

29. If the project referenced on this agreement is a Public Works project, then the following shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be r eceived prior to acceptance of the work.

30. Consultant certifies that Consultant, its employees, directors, officers, agents, subcontractors and, to Consultant’s actual knowledge, its vendors, are not presently debarred, excluded, suspended, declared ineligi ble, voluntarily excluded, or proposed for debarment, exclusion, suspension or ineligibility by any federal, state, or local department or agency.

31. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

32. 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, if applicable to CONSULTANT’s business; (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 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.

Roseville Business License No.

Contractor License No. N/A

DIR Registration No. N/A

Check mark the applicable company type below:

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 14 X Corporation

Limited Liability Company

Partnership

Sole Proprietor

Information Technology T&C
REV 3/2/21 JS

City reserves the right to withhold any payment to Consultant in the event of noncompliance with insurance requirements or if required by law.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION INSURANCE

REQUIREMENTS

AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES

General - Required Coverage/Documentation
● General Liability: $1 Million per occurrence /$2 Million aggregate ● Automobile Liability: $1 Million combined single limit ● Workers' Compensation: Statutory *Must provide a Waiver of subrogation ● Additional Insured Endorsement (AIE) - General Liability policy: CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsement shall cover the City of Roseville, its officers, agents, employees and volunteers as additional insured.
● Policies must be primary and non-contributory
● A 30 day notice of cancellation must be provided
● List certificate holder as: The City of Roseville - Insurance Compliance, PO Box 100085-R1, Duluth, GA 30096 Additional Liability/Insurance Requirements if required by Agreement (and marked below):

Construction:

General Liability:
$2 Million/occurrence
$4 Million aggregate

Design Professional:

General Liability:
$2 Million/occurrence
$4 Million aggregate Professional Liability:
$2 Million/occurrence

Professional Consultant:

Professional Liability:
$1 Million/occurrence

IT Services:_X
Professional Liability:
$1 Million/ each
wrongful act/aggregate
No auto required
Cyber Liability:
$1 Million/ each wrongful act/aggregate

Hazardous Materials:

Pollution Liability:
$1 Million/occurrence

Special Events/Caterers-Vendors:

No auto required
No workers' comp required

Professional Counseling/ Psychological:

Professional Liability:
$1 Million/occurrence No auto required

Pyrotechnics:

General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

Chemical/Environmental:

General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence Auto - $2
Million/Occurrence

Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

How It Works
● The vendor's contact information is entered into EBIX. EBIX will contact the vendor to request proof of insurance. ● The Vendor can forward the request to their Insurance Agent(s) if necessary. ● Vendor/Insurance Agent submits insurance to EBIX by email to [email protected] or by fax to (770) 325-5727. After faxing or emailing the certificate, please DO NOT send the certifica te by mail to EBIX. Please do not mail, email or fax any certificates to the City of Roseville.
● Once submitted, EBIX reviews the insurance documentation. If there are deficiencies, EBIX will send a follow up letter or email requesting additional information.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202 DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 17 © 2024 EnergyHub, Inc.

EXHIBIT B
Statement of Work
This Statement of Work (“SOW”) dated as of _____ __, 2024 (the “SOW Effective Date”) is entered into and executed by and between EnergyHub, Inc. (“EnergyHub”), and the City of Roseville (Roseville or “Utility”) pursuant to that certain Bring Your Own Thermostat (BYOT) Agreement dated as of _____ __, 2024 by and between EnergyHub and Utility (the “Agreement”), the terms and conditions of which Agreement are incorporated herein by reference. All defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

10.0 Project Background and Description
Utility will deploy a Bring Your Own Thermostat (BYOT) load control Program where customers purchase and install smart thermostats from select Device Partners on their own and register those thermostats into the Utility’s load control Program. As used in this SOW, a “Device Partner” is a third-party thermostat manufacturer that makes connected thermostats available to consumers through retail, trade, or other channels where these thermostats are connected to the Mercury platform.

Utility will utilize EnergyHub’s Mercury Platform and BYOT Program Services to deploy the Program, including technical integration of thermostats with EnergyHub’s platform, contracting with Device Partners, marketing, customer enrollment and management of load control events.

11.0 EnergyHub Responsibilities

11.1 EnergyHub Mercury Platform
(a) EnergyHub will provide the EnergyHub Mercury Platform to operate a BYOT Program that is open to all Device Partners. Device Partners’ thermostats integrated to the EnergyHub Mercury Platform will include, but not be limited to, Nest, ecobee, Emerson, and Honeywell/Resideo. EnergyHub’s Mercury Platform features are outlined below.
(b) Enrollment - EnergyHub will enable enrollment in the program for Utility customers with eligible thermostats via the following steps:
(i) EnergyHub will implement widgets and APIs that embed Utility’s BYOT enrollment offer in the web and mobile apps of the smart thermostat vendor’s native mobile application which will allow Utility’s customers to apply to Utility’s BYOT program.
(ii) Customer application information will be collected through the Device Partner web or mobile application enrollment experience to verify eligibility for the Program. (iii) EnergyHub, in conjunction with its Device Partners, will ensure that each participating customer accepts Utility’s Program terms, which set forth the applicable incentives payable to its customers. (iv) EnergyHub will coordinate with Utility on the required customer commitments and insert the appropriate terms and conditions into the enrollment flow for Utility’s BYOT program. (v) EnergyHub will manage the smart thermostat enrollment process on behalf of Utility. EnergyHub will provide enrollment services to review BYOT applications based on a customer data file provided by the Utility.
(vi) EnergyHub will work with Utility to implement EnergyHub’s data exchange process to enable the Automated Enrollment Verification (AEV) feature of the EnergyHub Mercury Platform. Utility will help define business rules for matching incoming applications to verified utility customer records. Utility will post a customer data file to EnergyHub’s secure FTP server on either a daily, weekly, or biweekly basis which will be imported into the EnergyHub’s system for AEV processing. (vii) The EnergyHub AEV process will run every night on current pending enrollments.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

(c) Enrollment Processing - An EnergyHub Enrollment Specialist will process enrollments on a weekly basis at a minimum based on the following steps:
(i) The Enrollment Specialist will download the formatted .csv data file of all current pending enrollments from EnergyHub’s Mercury Platform.
(ii) The Enrollment Specialist will begin by checking the “Recommended Status” column of each enrollment. If AEV was able to match the customer information with the data found in Utility’s customer file, the recommended status column will show “Accepted” and the enrollment can be accepted into the program without further review. If AEV was unable to match the customer information (last name and address) with the information in Utility’s customer file, the recommended status will be blank or “Rejected” and the enrollment will need to be manually reviewed. These enrollments will be flagged as needing review or ineligible, or there was no match found via AEV. (iii) The manual review by the Enrollment Specialist will verify that the last name and address of the customer that submitted the enrollment application matches the information in Utility’s customer file.

If the customer information is found and matches, the customer is accepted. The EnergyHub DERMS will notify customers of their eligibility and enrollment result as enrollments are processed (based on web services API integrations with device partners).
(iv) If an application does not match Utility’s customer data, the enrollment will be either be “soft rejected” or “hard rejected” based on the following definitions. A soft rejection means that the customer will be notified of their rejection reason and can resubmit their application via a link in the rejection email. A hard rejection means that the customer will be notified of their rejection and will not have a link to resubmit in the rejection email, however, it does not block them from applying again. (v) The EnergyHub Enrollment Specialist will upload/submit the pending file into Utility’s portal of the EnergyHub Mercury Platform.
o Utility staff will have access to the enrollment interface at any time to view the status of all applicants (i.e., Accepted, Pending, Unenrolled, Rejected) and download reports containing active, pending, or unenrolled customers.

(d) Load control - The EnergyHub Mercury Platform includes load control capabilities that the Utility will leverage to dispatch demand response (DR) signals to internet-connected thermostats via EnergyHub’s Device Partners, including the following features:
(i) Ability to schedule and execute DR events on thermostats enrolled in the Program on an ad-hoc basis.
(ii) Ability to schedule and execute saved DR event strategies, where event parameters have been pre- configured and saved by Utility staff.
(iii) Ability to track DR event performance in near real-time via the DR event dashboard. (iv) Ability to run DR events using the Firm Load Dispatch load shaping feature. (v) EnergyHub and Utility will design, configure, and evaluate demand response smart thermostat program control strategies to meet Utility’s target load reduction goals. (vi) EnergyHub will work with device partners to enable DR event notifications for program participants.

Depending on the device partner, notifications may be made through the OEM web portal, OEM app, email, or text message.
(vii) When available from device partners, EnergyHub will provide Roseville with the ability to choose how customers are notified from each OEM.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

(e) Data and reporting - The EnergyHub Mercury Platform captures near real-time data from Device Partners and will make that data available to Utility for Program management and reporting purposes. This includes:
(i) Reporting to track and manage device enrollment.
(ii) Access to near real-time data showing connectivity status and usage across thermostats via the Home screen in the EnergyHub Mercury Platform.
o For thermostats, data collected includes HVAC mode and state, runtime, connectivity, event participation, indoor and outdoor temperature.
(iii) The EnergyHub Mercury Platform utility portal will provide an estimated real-time forecast of total expected available load capacity for a scheduled demand response smart thermostat event based on day, time, weather, connected thermostats, and device runtime data. This real-time forecast of expected available load capacity will be available to Utility personnel prior to the scheduling of demand response smart thermostat events.
(iv) Measurement and analysis capability to verify load shed following load control events. EnergyHub will supply Utility with post-event reports with the total calculated load reduction and the methods used to determine this calculation.
(v) Event summary reports, including load shed results, maximum load shed, average load shed, average load shed per device, total energy saved, and other summary participation statistics at the portfolio level.
(vi) Event participation reports, including usage, participation status, and other relevant data at the individual customer level.
(vii) Device interval reports, showing 15-minute interval usage data for enrolled thermostats during and outside load control events.
(viii) Ability to download data and reports for analysis.

(f) Device Partner limitations – Specific functions, features, and data/reporting may not be supported across all Device Partners.

11.2 Marketing
(a) EnergyHub will lead marketing efforts to recruit customers into the BYOT Program. All marketing activities will be subject to Utility approval. Marketing will be comprised of the following:
(i) BYOT marketing will include digital outreach from Device Partners through email and/or in-app notifications to customers who have already purchased and installed connected thermostats. (ii) EnergyHub will provide Utility with a portfolio of all Device Partner marketing collateral templates with core messaging. Utility may request modifications to the core messaging before it is finalized.

Marketing collateral templates will allow for copy edits to sections identified as customizable only, while page designs and layouts are final. EnergyHub will only use marketing with core messaging that has been approved by the Utility. Following Utility’s approval of the core messaging, EnergyHub and Device Partners will have the ability to deploy marketing collateral with the core messaging approved by Utility throughout the Program without seeking additional approval from Utility. (iii) EnergyHub will provide a utility-branded Program microsite to drive enrollment. The microsite is based on an existing template and changes can only be made to customizable sections. The microsite will provide basic Program information and direct interested customers to either an enrollment page or a store/marketplace for their preferred device manufacturer. EnergyHub and Utility will coordinate the placement of the link to this microsite on Utility’s website. EnergyHub’s BYOT program microsite will include a link to Utility’s energy efficiency smart thermostat rebate form.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

(iv) Marketing materials will be integrated with Utility’s brand and name where applicable. Some Device Partner marketing may not support inclusion of the Utility brand or name; however, Utility will still review and approve these collateral templates.
(v) EnergyHub’s marketing actions may include using analytics and segmentation to drive messaging if appropriate data is available. EnergyHub is able to determine Utility’s existing owners of smart thermostats and market Utility’s BYOT program through the smart thermostat vendors to these customers.
(vi) EnergyHub will provide support to help with Program-specific messaging for the Utility’s customer facing website and other utility-owned assets, such as bill inserts, bill messages, direct mail, or other outreach.
(vii) EnergyHub and Utility will establish an agreed upon target of annual customer enrollment with estimated annual load reduction potential. EnergyHub, given a target MW goal, will advise Utility on how it can achieve that goal by analyzing the expected load and enrolled customers on an annual basis.

11.3 Other Program Services
(a) Program management – EnergyHub’s Client Success team will manage the implementation and delivery of the Program.
(i) EnergyHub will supply all user manuals and procedures for Utility’s demand response smart thermostat program and the EnergyHub DERMS software.
(ii) EnergyHub will provide Utility staff with training in admin and organization setup, enrollment processing, device management, measurement & analysis and reporting tools, along with DR event and strategy setup.
(iii) EnergyHub will work collaboratively with Utility to create a customer support plan prior to program launch, including a Customer Journey with example communications, device information and common questions and answers.
(iv) EnergyHub will also provide Utility with an EnergyHub DERMS User Guide and Enrollment Processing Guide for future reference. Program FAQs will also be available to Utility’s customer service team, in the event that the customer reaches out to the utility rather than EnergyHub. (v) EnergyHub and Utility will meet regularly during the course of the Program, with standing weekly meetings to discuss Program planning and progress. EnergyHub and Utility may modify the cadence of these standing meetings with mutual agreement between EnergyHub and Utility. (vi) Prior to each Program season, EnergyHub will lead an in-depth season preparation meeting with the Utility team.
(vii) Following each Program season EnergyHub will lead an end-of-season review meeting, where EnergyHub will provide a post-season evaluation deck summarizing event performance, event participation, progress against approved success criteria defined at the outset of the Program, customer support metrics, lessons learned, and recommendations for subsequent Program seasons (e.g., changes to Program design, terms and conditions, eligibility requirements). (viii) Once per year, EnergyHub will provide a summary report of customer feedback on the Program.

Based on the timing of customer surveys, customer feedback data may be provided following the end-of-season review meeting.

(b) Device Partner management - EnergyHub will work with the Utility to identify device manufacturers and service providers who are interested in becoming Device Partners in the Program.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

(i) Additional fees may be required to add new Device Partners. (ii) EnergyHub will contract directly with and manage all relationships with all Device Partners. Upon payment from the Utility, EnergyHub will manage required payments to Device Partners. (iii) EnergyHub will provide a certification process and standard set of APIs to allow Device Partners to join the Program and integrate with the EnergyHub Mercury Platform. This may include publishing a set of technical requirements and economic incentives for Device Partner participation. EnergyHub reserves the right to manage these Device relationships following this model in a fashion that does not mirror existing Device Partner relationships.
(iv) Addition of new Device Partners will only be pursued if mutually agreed to between EnergyHub and Utility and documented via written approval.

(c) Customer support - EnergyHub will provide email-based support for all Program-related inquiries, and direct customers to Device Partner support for technical device-related questions. (i) EnergyHub will work with Utility to create a customer service triage plan that defines roles and responsibilities across EnergyHub support, Utility support, and Device Partner support. As part of the triage plan, EnergyHub and Utility will define Program messaging and escalation processes for incoming customer inquiries related to incentives, device technical and connectivity issues, and other Program questions.
(ii) EnergyHub will support Utility in the development of call center training materials. EnergyHub will assist with the formulation of a user guide for Utility’s customer service representatives. (iii) EnergyHub will provide an FAQ page to reduce support inquiries by providing information on key Program questions.
(iv) Program marketing and enrollment materials will direct customers to contact EnergyHub directly by providing a customer support email address. Note that the “reply to” address for customer communication emails sent by EnergyHub are not customizable. EnergyHub will be able to direct customer emails to Utility personnel.

12.0 Utility Responsibilities
(a) Utility will assign a project coordinator to lead Program management and assist in coordination between EnergyHub and Utility.

(b) Utility will work with EnergyHub to define necessary customer data and data exchange process to create a seamless enrollment experience. Utility will assist EnergyHub in creating an enrollment experience that does not require customer account number as part of customer validation.

(c) Utility will support EnergyHub’s marketing activities by completing the following:
(i) Utility will provide Utility’s logo and usage guidelines for EnergyHub’s use in developing co-branded materials.
(ii) Utility will provide Program details relevant to marketing collateral development at EnergyHub’s request. Examples of details relevant to marketing collateral development include utility logos, branding guidelines, program name, service territory zip codes, webpage links, and any special considerations.

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

(d) Utility will provide EnergyHub with necessary information regarding the load control Program (i.e., number and frequency of events, size of customer rebate) to facilitate Device Partner onboarding and customer enrollment.

(e) Device Partners may require Utility to comply with Device Partner data security requirements to include Device Partner thermostats in the Program. Utility will work with EnergyHub to ensure compliance. If Utility is unwilling to comply Device Partner may remove their thermostats from the Program without penalty.

(f) Utility will fund and fulfill rebates and incentives needed to acquire and retain BYOD customer participation.

(g) Should the Utility intend to develop and publish an industry report or presentation on the Program, the Utility will make a good faith effort to share the results and report/presentation draft with EnergyHub in advance of publishing.

13.0 Project Timeline
Program activities and deliverables are specified below with timing tied to the date of the Program kickoff meeting (to be mutually agreed to by the Parties). On-time completion requires that all interim steps happen as scheduled.

The following scenarios may result in a delayed program launch:
• Failure by Utility to complete the Configuration Guide within 20 days of the Program Kick-off meeting • Utility changing program details in the Configuration Guide after it has been signed by both parties • Utility missing other milestone dates agreed upon by both parties at kick off (captured in the Configuration Guide).

Milestones Description
Kickoff Meeting + 20 days Utility delivers all Program design information, messaging, and branding assets Kickoff Meeting + 40 days EnergyHub delivers core messaging package for approval Kickoff Meeting + 60 days Utility provides feedback and approval on core messaging Kickoff Meeting + 90 days EnergyHub delivers Program collateral materials based on approved core messaging Kickoff Meeting + 120 days Final approval from Utility and all data submitted to EnergyHub Kickoff Meeting + 180 days Program launch

14.0 Project Term

14.1 This SOW shall begin on the SOW date set forth above and unless terminated in accordance with the terms set forth herein or in the Agreement shall remain in force for five years from the Effective Date.

15.0 Exclusivity

15.1 EnergyHub will be the exclusive provider of BYOT load control services to Utility for the Term of the Agreement.

16.0 Assumptions and Dependencies

16.1 The Parties agree that EnergyHub’s performance under this SOW is contingent on the following:
(a) Utility’s timeline delivery of its input, approvals, data, materials, information, or deliverables, as applicable, including without limitation, the deliverables set forth in Section 3 Utility Responsibilities; (b) Each Device Partner’s timely performance of its respective obligations in connection with the Program launch; DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

and
(c) Each Device Partner’s thermostats functioning properly and communicating with the EnergyHub Mercury Platform as required to perform as anticipated in connection with the Program.

16.2 Neither (a) Amazon Web Services, Inc. (“AWS”), which provides hosting services to EnergyHub for the EnergyHub Mercury Platform, nor (b) the Device Partners, will be deemed to be EnergyHub’s subcontractors for the purpose of this SOW.

16.3 Each Party shall promptly inform the other Party if it becomes aware of any breach of this SOW, or the existence of any circumstance that may impede EnergyHub’s performance under the SOW, as set forth in Section 2, in which case the Parties agree to work in good faith to address any such circumstance, including by amending the Parties’ obligations under this SOW, as needed.

17.0 Ownership of Deliverables

17.1 Exclusive of Utility’s Marks, which will remain owned by Utility, Utility is not acquiring a copyright, patent, trade secret or other intellectual property or proprietary right in the EnergyHub Mercury Platform or Deliverable, or in any data, modifications, customizations, enhancements, changes or work product related thereto.

17.2 “Deliverable” means any work product or other item (whether tangible or intangible) created by EnergyHub or provided by EnergyHub to Utility pursuant to this SOW. EnergyHub owns and will own all right, title and interest to the Deliverables (other than Utility’s Marks), and Utility will execute and deliver to EnergyHub any documents reasonably necessary to vest in EnergyHub all right, title and interest therein. Utility grants to EnergyHub the limited right to use its Marks solely to the extent necessary to provide the Deliverables as contemplated by this SOW.

17.3 “Marks” means trademarks, service marks, logos, trade names and other indicia of origin.

18.0 Initial Program Design

18.1 All information in the program design table will be discussed and agreed upon between Utility and EnergyHub in the Configuration Guide. Any and all future changes to program design parameters will be captured and documented in the Configuration Guide and will not require an amendment to the Agreement or SOW.

Program Parameter Utility Defined Program Parameter
Length of Season 5 months
Season Dates May-September
Number of event hours per
season 80 hours maximum
Event parameters
Event window: 6 am-10 pm on non-holiday weekdays or weekends Event duration: 4 hours maximum
Participation: Opt-outs permitted
Customer eligibility criteria Working central A/C
Electric customer with active service
Program name and messaging (to be determined)
Customer rebate (upfront and
ongoing)
$25 enrollment incentive
$25 annual participation incentive
Control strategy
60-minute pre-cool
Temperature set-back
Firm Load DispatchSM (FLD)
DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

Utility branding guidelines and
logos Utility to provide

19.0 Pricing and Payment Schedule

Utility will pay to EnergyHub a fee for the services described in this SOW calculated in accordance with rates specified in the Agreements (or as follows):

Component Description Fees Amount
Base EnergyHub
Annual Service +
Platform Fee

Includes setup, Program management, vendor management,
EnergyHub Mercury Platform and EnergyHub Mercury Platform fee, reporting, electronic marketing

Includes BYOT Device Fee for 750 thermostats (“Included Thermostats”)

Invoiced as of _________ ___, 2024, and annually thereafter

$50,000 per
year
BYOT Device Fee

Applicable to all thermostats enrolled beyond Included Thermostats

Includes device license for EnergyHub Mercury Platform, partner payments, integration fees, and electronic marketing

Invoiced quarterly for net-new thermostats enrolled at any time in the previous quarter and for thermostats with an enrollment anniversary at any time in the previous quarter

Included Thermostats discount will be applied annually, starting in the first contract quarter, until the Included Device total has been met

Tier 1 - up to 3,000 devices

Tier 2 – All additional devices 3,001+

Included Devices count toward Tier 1 threshold

Tier 1
$36/device/year

Tier 2
$34/device/year

Honeywell
Additional Fees

One-time setup fee charged at contract signature as of _________ ___, 2024 $7,500

Nest Additional
Fees

One-time setup fee charged at contract signature as of _________ ___, 2024 $10,000
Enrollment
processing support
Includes EnergyHub processing program enrollments, as detailed above

Invoiced as of _________ ___, 2024, and annually thereafter

$20,000 per
year

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34

20.0 Budget Estimate

Based on the program parameters and pricing table above, the table below provides a budget estimate by year. These budget estimates are based on enrollment estimates informed by EnergyHub’s experience delivering BYOD programs, but does not guarantee achievement of specific enrollment volumes by year. The annual program budget will not exceed $500,000 per year.

Budget Estimate Year 1 Year 2 Year 3 Year 4 Year 5
Est. enrollments 960 1,140 1,825 2,200 2,600 EnergyHub costs $ 100,480 $ 89,820 $ 115,850 $ 130,100 $ 145,300 Incentive costs $ 48,000 $ 33,000 $ 62,750 $ 64,375 $ 75,000 Total $ 148,480 $ 122,820 $ 178,600 $ 194,475 $ 220,300

This SOW may only be amended by mutual written consent of the Parties. Notwithstanding the foregoing, or anything to the contrary under the Agreement, any additional invoicing details or deviations from the invoicing schedule outlined above shall be mutually agreed upon by the parties and confirmed in writing (email being sufficient). If there are any questions, please contact [email protected].

Utility:

By: ____________________________

Printed Name: Dominick Casey

Its: City Manager

Date Signed: __________________

"Utility"
EnergyHub, Inc.

By: __________________________

Printed Name: Seth Frader-Thompson

Its: President

Date Signed: __________________

By: __________________________

Printed Name: Matthew Johnson

Its: Secretary

Date Signed: __________________

"EnergyHub"

DocuSign Envelope ID: E0D068CE-A460-4645-9CE7-A20F9C682D34 5/30/2024
5/29/2024

COUNCIL COMMUNICATION
CC #:
3395
File #:
0201 & 0103-03-02 & 0103-29-02
Title:

City of Roseville FY2024-25 Citywide Budget, Position Allocation Schedule, Roseville Housing Authority Budget, and Roseville Finance Authority Budget Contact:

Nancy Rothlisberger 916-774-5314 [email protected]

Meeting Date: 6/19/2024
Item #: 11.1.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:

1. Adopt an ordinance approving the proposed City of Roseville FY2024-25 citywide budget and the position allocation schedule as incorporated into the budget document, effective July 1, 2024; and

2. Adopt a resolution approving the Roseville Housing Authority budget for FY2024-25; and

3. Adopt a resolution approving the Roseville Finance Authority budget for FY2024-25.

BACKGROUND

CITYWIDE BUDGET

Fiscal Summary:

The FY2024-25 proposed expenditure budget totals approximately $768.5 million from all funding sources.

Positions:

The proposed budget includes a net increase of 20 positions that align with the City Council's strategic plan and address critical service level requirements. These recommended positions will increase the total citywide position count from 1,368 to 1,388. Two of the 20 positions will be eliminated after promotional recruitments are completed, reducing the net new positions added in the proposed budget to 18. The citywide position allocation schedule is incorporated into the FY2024-25 budget document.

City Council Strategic Plan Goals
: The following City Council strategic plan goals guided the budget process. The FY2024-25 budget document highlights the budget augmentations, accomplishments, City services, and performance measures aligned with these goals:

· Ensure a safe and healthy community
· Remain fiscally responsible in a changing world
· Enhance economic vitality
· Invest in well-planned infrastructure and growth
· Support community engagement and advocacy
· Deliver exceptional city services

Process
: The proposed budget results from an extensive process that includes a City Council strategic planning workshop, budget development updates, a utilities budget update, a Capital Improvement Program budget overview, financial policies update, and a budget hearing.

Awareness and Outreach
: The budget process included a public outreach effort that involved publishing budget information on the City website (including the Budget in Brief), e-newsletters, and social media. It also included outreach to the Roseville Coalition of Neighborhood Associations, Sun City Roseville, the Roseville Area Chamber of Commerce, and City employees. The proposed budget and an overview Budget in Brief can be viewed at Roseville.ca.us/budget.

Budget Ordinance
: The annual budget ordinance includes the following modifications:

Section 3.9 – The City Manager or designee is authorized to carryover any unspent appropriations in Capital Improvement and Non-Capital Multi-Year Projects and to change project numbers or
other project attributes which do not increase total project appropriations by fund and is consistent with City Council intent
.

Section 3.12 – The City Manager or designee is authorized to eliminate funds , including
increasing appropriations for transfers between funds up to $75,000 , as required for proper
accounting and fiscal management when the purpose of a fund has expired.

Section 3.17 – The City Manager is authorized to
adjust
the revenue and expenditure budget for
the Development Services reimbursable development projects to match the actual amount of revenues received and expenditures incurred each fiscal year.

GENERAL FUND

Fiscal Summary:

The budget for the General Fund is $247.6 million, which includes operating ($229.1 million) and non-operating expenditures ($18.5 million). Per Council-adopted financial policies, the General Fund budget matches budgeted operating (i.e., ongoing) expenses with projected operating revenues, with resources available to increase reserves up to Council- adopted targets and address underfunded pension liabilities including transferring funds to the Pension Reserve Trust Fund and making an additional discretionary payment to CalPERS.

Measure B
: The proposed budget includes $29.2 million in Measure B local sales tax revenues.

These revenues allow the City to maintain current service levels, restore services, and strategically invest in high-priority areas while still achieving a balanced budget.

General Fund Stabilization Reserve Fund
: The FY2024-25 budget includes a transfer of
approximately $2.7 million from the General Fund to the Stabilization Reserve Fund to bring its total balance to $33.4 million or 15 percent of the General Fund operations budget before one- time transfers and the CalPERS additional discretionary payment. The General Fund Stabilization Reserve Fund may be used strategically to allow time for the City to restructure its operations deliberately in an economic downturn while minimizing service disruption. Use of the Stabilization Reserve will only take place in the context of a Council-adopted long-term plan.

General Fund Emergency Reserve Fund
: The FY2024-25 budget includes a transfer of
approximately $1.8 million from the General Fund into the Emergency Reserve Fund to bring its total balance to $22.3 million or 10 percent of the General Fund operations budget before one- time transfers and the CalPERS additional discretionary payment. The purpose of this reserve is to have the ability to fund significant short-term unanticipated, non-recurring expenditures during declared emergencies should the need arise.

ROSEVILLE HOUSING AUTHORITY BUDGET

The Roseville Housing Authority (RHA) was formed in October 1974 and administers the Housing Choice Voucher (HCV) Program and provides rental assistance for low-income residents to access quality, affordable, and safe housing. RHA ensures housing stability and economic self- sufficiency for up to 838 families, seniors, disabled persons, and veterans annually. Rental assistance for income-qualified participants is paid directly to property owners participating in the HCV Program. The Housing Authority receives funding from the Federal Department of Housing and Urban Development (HUD). Roseville's HCV program infuses over $11.2 million in federal funds into the local economy each year, including administration revenue that covers most of the staff costs to administer the program.

Budget Analysis:

RHA is a separate legal entity from the City, and therefore its budget is approved by its Board of Directors, who the City Council represents. Financial activities are audited annually as part of the citywide audit, and its financial statements are included in the City of Roseville's annual comprehensive financial report. The detail for the FY2024-25 revenues and expenditures are presented in the Budget Item Detail (Attachment A) and are further discussed below. RHA has budgeted $9,886,000 for housing assistance payments revenue (HAP) for all vouchers. When a participating household finds rental housing that meets program requirements, written agreements are signed between the owner, tenant, and RHA, outlining their respective rights and responsibilities. Program participants pay approximately thirty (30) percent of their income on rent and utilities, and RHA pays the balance of the contract rent directly to the property owner each month. An additional $5,000 in fraud recovery for HAP payments is also included in the revenue estimate.

Rental Assistance Programs & Family Self-Sufficiency Funding/Revenue – Administration

RHA administers regular Housing Choice Vouchers, Non-Elderly Disabled (NED), Veterans Affairs Supportive Housing (VASH), Mainstream, Emergency Housing (EHV), and Project-Based Vouchers. Each year, the Housing Authority also participates in HUD's Family Self-Sufficiency (FSS) Program, encouraging families assisted through the HCV Program to increase their earned income and reduce their dependency on state and federal assistance and rental subsidies. In this program, each time a participant's income increases, a portion of their housing assistance payment is diverted to an interest-bearing account. During their participation in the FSS program, participants set goals to decrease their dependency on welfare subsidies. Once participants complete the required objectives of their program plan, they have access to the escrow account.

They may use the funds for various needs, such as a down payment on a house, a car, education loans, or other items that further their self-sufficiency goals. During the last year, four voucher holders graduated from the 5-year program with a combined total of approximately $34,000. HUD awards FSS grants to Housing Authorities who compete for the funding. The FSS funding for FY2024-25 of $83,160 offsets a portion of the salaries and benefits of the program coordinator and other staff who help administer the program.

Administrative and Other Miscellaneous Revenues

RHA earns administrative revenues based on the number of vouchers that have been leased up.

The estimated payments total $948,000. RHA also administers a portion of the HCV Program for tenants who live in the City of Rocklin and charges the City of Rocklin a minimum administrative fee to recoup costs for this service. The administrative fee budgeted for FY2024-25 is $25,000 and is based on an existing agreement with Rocklin. Interest, Portability Billing, and Fraud Recovery is estimated to be $5,400, for a total of $978,400.

Personnel and Other Administrative Costs

The following table illustrates the estimated revenues and expenditures needed to manage the HCV program in FY2024-25 successfully. Materials, services, supplies, and indirect costs total $216,545, and salaries, wages, and benefits are $1,103,280, for a total of $1,319,825. The net expenditures are estimated to exceed the revenue by $258,265. The estimated Admin Equity in the fund balance of $680,823 will be used to fund $258,265 of expenses.

HAP Admin funds earned from projected lease-ups:
$948,000
FSS Administrative funds:
$83,160
Other Revenues (Rocklin, Repayments, and Interest):
$30,400
Total Available Revenues & Resources:
$1,061,560

Materials, Services, Supplies & Indirects:
$116,640
Reimbursed Indirect Costs - Charged:
$99,905
Salaries, Wages & Benefits:
$1,103,280
Total Administrative Costs:
$1,319,825

Net Expenditures over Revenues:
($258,265)

ROSEVILLE FINANCE AUTHORITY BUDGET

Debt service payments of $1,876,866 reflect scheduled payments on the Certificates of Participation (COPs) for the Corporation Yard and 316 Vernon Street. The Authority has issued other bonds and COPs, but that debt service is reflected in the City's budget within each respective fund. For CFD bond issues, the Authority acts as a conduit to collect payments through the County property tax levy process to repay the outstanding debt of these special districts.

Transfers out of the RFA Capital Projects Fund of $696,632 consist of transfers to the Citywide Parks Fund for the repayment of a loan from the Fleet Replacement Fund, which partially funded the construction of Harry Crabb Park, and $59,023 to be transferred to four community facilities districts and applied as levy credits. Capital outlay is budgeted at $2,334,000 to be used for the Fairway Drive and Junction Boulevard Arterial Resurfacing Project.

The Roseville Finance Authority budget for FY2024-25 is available in Attachment C.

FISCAL IMPACT
The City of Roseville FY2024-25 citywide budget document provides a financial summary for each fund, department, capital improvement project, and non-capital multi-year project. Attachments A and B provide financial summaries of the FY2024-25 Roseville Housing Authority budget. Attachment C provides a financial summary of the FY2024-25 Roseville Finance Authority budget.

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 §20165 and CEQA State Guidelines §15060(c)(3) and §15378. The Fiscal Year 2022-23 Citywide Budget, Position Allocation Schedule, Housing Authority Budget, and Roseville Finance Authority Budget meet the above criteria and are not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Adoption of the City's FY2024-25 budget provides policy direction and legal appropriation authority to continue efforts to accomplish City Council's strategic plan goals.

Respectfully Submitted,
Nancy Rothlisberger, Budget Manager
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6825
Resolution 4-24
Attachment A - FY25 Housing Authority Budget Item Detail Attachment B - FY25 Housing Authority Fund Summary
Resolution 2-24
Attachment C - FY25 Roseville Finance Authority Budget

ORDINANCE NO. 6825

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
ADOPTING THE ANNUAL BUDGET FOR THE FISCAL YEAR 2024-25,

ADOPTING BUDGET CONTROL POLICIES, ADOPTING AN APPROPRIATIONS LIMIT,

ADOPTING THE BUDGET FOR THE SUCCESSOR AGENCY OF THE ROSEVILLE

REDEVELOPMENT AGENCY, TO BE EFFECTIVE IMMEDIATELY

AS AN URGENCY MEASURE

THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. The proposed budget for the City of Roseville entitled "Proposed Budget Fiscal Year 2024-25, City of Roseville, California,” a copy of which is on file in the office of the City Clerk, is hereby adopted as the "Annual Budget Fiscal Year 2024-25, City of Roseville, California."

SECTION 2. The proposed expenses, expenditures, transfers out, revenues, and transfers in shown in the fund, department operating budget and project summaries of the budget document, which are incorporated herein, are hereby appropriated to the departments and activities in the amounts and purposes therein stated. Encumbrances, expenses and expenditures of the various appropriations described in the budget document shall be made by those departments and employees designated therein as the requisitioning authorities.

SECTION 3. The following budget control policies shall become effective upon the adoption of this ordinance:

1. The operating budget of the City of Roseville and the Successor Agency of the Roseville Redevelopment Agency shall be approved by the following major expenditure/expense summary categories:

a. Salaries and Wages
b. Benefits
c. Materials, Supplies, and Services
d. Internal Reimbursements
e. Capital Outlay
f. Debt Service
g. Transfers Out

2. The City Manager or designee shall apply prudent monitoring procedures to assure that actual expenditures/expenses of the City and the Successor Agency of the Roseville Redevelopment Agency do not exceed the appropriations at the department level by fund.

3. The City Council delegates authority to the City Manager or designee to approve the movement of City Council approved appropriations within the same fund, excluding Capital Improvement and Non-Capital Multiyear Projects.

4. The City Manager and Assistant City Manager/Chief Financial Officer are directed to ensure that the budget complies with City Council approved financial policies.

5. The City Manager or designee is authorized to increase the Fiscal Year 2024-25 budget appropriations for the remaining unspent appropriations from the prior fiscal year for City Council approved fleet replacement.

6. Capital Improvement Plan. The Capital Budget of the City of Roseville and the Successor Agency of the Roseville Redevelopment Agency shall be approved by Capital Improvement Project. Capital project appropriations shall be used solely for the original purpose approved by the City Council.

7. Non-Capital Multiyear Projects. The non-capital multiyear project budget for the City of Roseville and the Successor Agency of the Roseville Redevelopment Agency shall be approved by Non-Capital Multiyear Project. Non-Capital project appropriations shall be used solely for the original purpose approved by the City Council.

8. City Council approval is required to establish or cancel (without completion) new Capital Improvement Projects or Non-Capital Multi-Year Projects.

9. The City Manager or designee is authorized to carryover any unspent appropriations in Capital Improvement and Non-Capital Multi-Year Projects and to change project numbers or other project attributes which do not increase total project appropriations by fund and is consistent with City Council intent.

10. Annually, completed or inactive Capital Improvement Projects and Non-Capital Multi-Year Improvement Projects will be closed, except for projects that have existing litigation, payment disputes or other extenuating circumstances. An inactive project is defined as one where transaction activity is less than $1,000 over the prior three years. Closures are the responsibility of the designated project manager. The managing department and the City Manager or designee have the authority to take the necessary steps to close completed or inactive projects, including appropriate decreases to the budget.

11. All encumbrances for valid purchase orders and contracts in effect as of June 30, 2024, will remain in effect in the following fiscal year. The City Manager or designee is authorized to increase the Fiscal Year 2024-25 budget appropriations, and any associated revenue or reimbursement budgets, in the amount of the outstanding encumbrances for valid purchase orders and contracts as of June 30, 2024.

12. The City Manager or designee is authorized to eliminate funds, including increasing appropriations for transfers between funds up to $75,000, as required for proper accounting and fiscal management when the purpose of a fund has expired.

13. The City Manager is authorized to revise any appropriation made in the Adopted Budget where the revision does not increase total appropriations by fund and is consistent with City Council intent.

14. The City Manager is authorized to increase appropriations in any department or project from the General Fund Administrative Contingency.

15. The City Manager is authorized to increase appropriations in the Environmental Utilities funds from the respective fund’s contingency budget.

16. The City Manager is authorized to increase revenue estimates and appropriations for Council-approved bond issuances.

17. The City Manager is authorized to adjust the revenue and expenditure budget for the Development Services reimbursable development projects to match the actual amount of revenues received and expenditures incurred each fiscal year.

18. All increases and decreases to the total adopted budget require City Council approval, except as otherwise authorized in this Ordinance.

19. The City Manager is authorized to refine/add content, as may be needed to meet Government Finance Officers Association (GFOA) and California Society of Municipal Finance Officers (CSMFO) budgeting award requirements, in the Proposed Budget to create the FY2024- 25 Approved Budget.

20. The City Manager is authorized to increase or decrease Capital Improvement Projects and Non-Capital Multiyear Projects revenues and expenditure budgets by up to $75,000 for each project.

21. The City Manager is authorized to adjust the Development Services revenue budget for the General Plan Update Fee to reflect actual revenues received and adjust the expenditure budget by a like amount in the General Plan Update CIP. This authority will also apply to the FY2024-25 budget.

SECTION 4. Pursuant to Article XIII B of the California Constitution, the appropriations limit for the City of Roseville is hereby established in the FY2024-25 Approved Budget. The State Department of Finance provides the City the annual adjustment factors used in the appropriation limit calculation. The factors are the changes in the California Per Capita Personal Income and population levels for the City or the County.

SECTION 5. It is hereby ordered that a copy of this ordinance and the budget document be certified by the City Clerk and filed in the office of the City Clerk. The City Clerk is directed to post a copy of this ordinance in three (3) conspicuous locations in the City and enter the posting thereof in the Ordinance Book.

SECTION 6. This ordinance is required for the orderly operation and maintenance of municipal activities and the appropriations for usual and current expenses of the City and the Successor Agency of the Roseville Redevelopment Agency during the 2024-25 fiscal year.

Therefore, this ordinance shall take effect immediately upon passage hereof as an urgency ordinance, pursuant to Section 5.03 of the Charter 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:

AYE COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

__________________________________
MAYOR

ATTEST:

______________________________
City Clerk

1 HOUSING AUTHORITY OF THE CITY OF ROSEVILLE

RESOLUTION NO. 4-24

APPROVING THE ANNUAL BUDGET FOR
FISCAL YEAR 2024-25

WHEREAS, the Housing Authority of the City of Roseville has reviewed the proposed Roseville Housing Authority Budget, Fiscal Year 2024-25.

NOW, THEREFORE, the Housing Authority of the City of Roseville does hereby resolve that the Roseville Housing Authority Budget, Fiscal Year 2024-25, is hereby approved.

PASSED AND ADOPTED by the Housing Authority of the City of Roseville this ______ day of __________________, 2024, by the following vote on roll call:

AYES AUTHORITY MEMBERS:

NOES AUTHORITY MEMBERS:

ABSENT AUTHORITY MEMBERS:

______________________________

CHAIRMAN

_______________________
Secretary

2 3

EXHIBIT “A”

FY2024-25
Working Budget
Revenue and Transfers-In
2801 - Housing Authority Housing Choice
Voucher
4401 - Federal Grants 948,000
4435 - Other Grants 108,160
4451 - Interest Revenue 400
4736 - Section 8 Tenant Reimbursement 5,000
Total Revenue and Transfers-In: 1,061,560
Expenses/Expenditures and Transfers Out
2801 - Housing Authority Housing Choice
Voucher
5201 - Fuel 223
5301 - Professional Services 47,770
5351 - Office Supplies 1,500
5369 - Supplies - Program And Event 2,000
5385 - Subscriptions 2,500
5387 - Advertising 900
5389 - Printing 3,700
5391 - Postage 5,000
5393 - Software 24,533
5395 - Equipment - Under 5000 1,000
5399 - Equipment - Technology Under 5000 2,900
5461 - Training And Development 15,000
5471 - Membership 3,200
5510 - Automotive - vehicle usage 2,000
5512 - Automotive - replacement 3,214
5524 - Facility - demand services 1,200
5570 - Grants
5901- Reimbursed Indirect Cost - Charged 99,905
5911 - Reimbursed Cost - Charged (Salaries,
Wa
ges, and Benefits) 1,103,280
Total Expenses/Expenditures and
Transfers Out: 1,319,825
Net Revenue over
Expenses/Expenditures: (258,265)
Housing Assistant Payments
4401 - Federal Grants 9,886,000
4451 - Interest Revenue 400
4736 - Section 8 Tenant Reimbursement 5,000
Total Revenue 9,891,400
5578 - Grants - Housing Assistance Payments 9,886,000
Total Expenses/Expenditures 9,886,000

ROSEVILLE HOUSING AUTHORITY
Department Requested Budget Item Detail
Report Date: 05/08/2024
HOUSING AUTHORITY 2801
Annual Budget Fund Summary
Actual FY2022-23 Estimate FY2023-24 Budget FY2024-25
FUND BALANCE RESERVED (HAP) 359,428$ (52,207) $ (43,257) $ UNRESERVED, DESIGNATED FUND BALANCE (ADMIN) 331,339 654,306 680,824

ACTUAL & ESTIMATED REVENUES - HAP
Operating Grants - HUD 7,512,741 8,104,622 9,886,000 Fraud Recovery - HUD 8,067 3,200 5,000 Interest on Investments - HAP 652 750 400 Total HAP Revenues 7,521,460 8,108,572 9,891,400

ACTUAL & ESTIMATED REVENUES - ADMIN
Administrative Fees - HUD 958,904 958,786 948,000 Other Revenue 170,614
FSS Coordinator Grant - HUD 97,851 79,200 83,160 Admin Fee - City of Rocklin 27,500 20,000 25,000 Fraud Recovery - Admin 8,909 3,200 5,000 Interest on Investments - Admin 652 750 400 Total Admin Revenues 1,264,430 1,061,936 1,061,560 Total Estimated Available for Appropriation 9,476,657 $ 9,772,607 $ 11,590,527 $

LESS ACTUAL & ESTIMATED HAP EXPENDITURES
HAP - Payments to Landlords 7,933,095 8,099,622 9,886,000 Total HAP Expenditures 7,933,095 8,099,622 9,886,000

LESS ACTUAL & ESTIMATED ADMIN EXPENDITURES
Salaries & Benefits - Admin 588,050 737,161 1,020,120 Salaries & Benefits - FSS Coordinator 72,000 79,200 83,160 Other Operating Expenses 193,081 123,259 116,640 Indirect Costs 88,332 95,798 99,905 Total Admin Expenditures 941,463 1,035,418 1,319,825 FUND BALANCE RESERVED (HAP-RNP) (52,207) (43,257) (37,857) UNRESERVED FUND BALANCE (ADMIN - UNP) 654,306 680,824 422,559 TOTAL ENDING FUND BALANCE 602,099 $ 637,567 $ 384,702 $

ROSEVILLE FINANCE AUTHORITY

RESOLUTION NO. 2-24

ADOPTING THE ANNUAL BUDGET FOR THE FISCAL YEAR 2024-25

WHEREAS, the Roseville Finance Authority desires to approve the Roseville Finance Authority Budget FY2024-25.

NOW, THEREFORE, the Roseville Finance Authority does hereby resolve that the attached Roseville Finance Authority Budget FY2024-25 is hereby approved.

PASSED AND ADOPTED by the Roseville Finance Authority this __ day of _______, 2024, by the following vote on roll call:

AYES AGENCY MEMBERS:

NOES AGENCY MEMBERS:

ABSENT AGENCY MEMBERS:

__________________________________
CHAIR

ATTEST:

_________________________________
Secretary
Roseville Finance Authority
Debt Service Capital Projects Total Debt Service Capital Projects Total Debt Service Capital Projects Total

NONOPERATING REVENUES
Refunding Bond Savings - 1,363,815$ 1,363,815$ - 1,371,528$ 1,371,528$ - 1,374,597$ 1,374,597$ Transfer In 2,377,664$ - 2,377,664 2,372,246$ - 2,372,246 1,998,607$ - 1,998,607 Interest Revenue - 94,232 94,232 - 40,000 40,000 - 57,150 57,150 Total Revenues 2,377,664 1,458,047 3,835,711 2,372,246 1,411,528 3,783,774 1,998,607 1,431,747 3,430,354

LESS OPERATING EXPENSES
Interest Expense 47,213 - 47,213 - - - - - - Bank Fees 97 97 - 100 100 - 100 100 Total Operating Expenses 47,213 97 47,310 - 100 100 - 100 100

LESS NONOPERATING EXPENSES
Transfers Out - 296,828 296,828 - 690,980 690,980 - 696,632 696,632 Capital Outlay - 1,330 1,330 - 200,000 200,000 - 2,334,000 2,334,000 Debt Service 2,382,600 - 2,382,600 2,372,246 - 2,372,246 1,876,866 - 1,876,866 Total Capital and Debt Expenses 2,382,600 298,157 2,680,757 2,372,246 890,980 3,263,226 1,876,866 3,030,632 4,907,498 INCREASE (DECREASE) FROM OPERATIONS (52,149) 1,159,793 1,107,644 - 520,447 520,447 121,741 (1,598,985) (1,477,244) FUND BALANCE, BEGINNING OF YEAR (57,905) 2,733,500 2,675,595 (110,054) 3,893,293 3,783,239 (110,054) 4,413,740 4,303,686 INCREASE (DECREASE) FROM OPERATIONS (52,149) 1,159,793 1,107,644 - 520,447 520,447 121,741 (1,598,985) (1,477,244) FUND BALANCE, END OF YEAR (110,054) 3,893,293$ 3,783,239$ (110,054)$ 4,413,740$ 4,303,686$ 11,687$ 2,814,755$ 2,826,442$

Actual FY 2023 Estimate FY 2024 Budget FY 2025

COUNCIL COMMUNICATION
CC #:
3417
File #:
0600-01
Title:

Salary Schedule for City Council Appointed Positions and City Attorney Employment and Personal Services Agreement Amendment
Contact:

Stacey Peterson 916-774-5374 [email protected]

Meeting Date: 6/19/2024
Item #: 11.2.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:
1 .

Adopt an ordinance to approve the attached City Council Appointed Positions (CCAP) salary schedule (Appendix R) reflecting a seven (7%) percent salary increase for the City Attorney and City Manager, effective June 15, 2024; and 2 .

Adopt a resolution authorizing the Mayor to execute a second amendment to the Employment and Personal Services Agreement between the City of Roseville and Michelle Sheidenberger; and
3 .

Approve a one-time, non-pensionable differential payment to the City Manager for $20,000 to be paid in the June 15-28, 2024 pay period, in accordance with his Employment and Personal Services Agreement
; and
4 .

Approve a 2
.5% general wage increase effective the first full pay period in January 2025, at the same time the same increase is processed for other management employees.

BACKGROUND
The City has existing employment contracts with City Attorney Michelle Sheidenberger, which is set to expire on May 29, 2025, and City Manager Dominick Casey, set to expire on May 17, 2028.

In accordance with the employment contracts, the Council has completed the annual performance reviews and salary evaluations of these City Council appointed positions. After the evaluations, staff was directed to prepare a second amendment to the contract with the City Attorney, with an extended five-year term expiring May 29, 2029.

The Council evaluated labor market data, internal compaction, and the performance outcomes of the City Attorney and the City Manager to determine whether salary increases were warranted. As a result, the City Attorney’s and City Manager’s salaries are proposed to be increased by seven percent (7%) as reflected in the City Council Appointed Positions salary schedule (Appendix R).

The effective date of the salary increases will be June 15, 2024. Since the current contract with the City Manager indicates that future salary increases for the City Manager shall be at least five percent (5%) above the highest paid subordinate's salary, the compensation goal is approximately being met with a combination of the seven percent ongoing salary increase and a $20,000 one- time, non-pensionable differential payment, which will be issued in the same pay period as the salary increase.

The Council also approved for the City Attorney and City Manager to receive the two and a half percent (2.5%) general wage increase that is scheduled for management employees, effective the first full pay period in January 2025.

FISCAL IMPACT
Adequate General Fund resources are available due to expenditure savings within each department or from the General Fund contingency in the current year budget (FY2023-24) to fund the $1,230 increase in City Attorney's Office expenditures, and the $21,425 increase in City Manager's Office expenditures. The estimated FY2024-25 cost increase of $38,092 for the City Attorney's Office and $44,142 for the City Manager's Office will be absorbed within each department's budget and, if needed, covered by available funds budgeted in the General Fund contingency. The ongoing impact of $44,205 for the City Attorney's Office and $51,223 for the City Manager's Office will be incorporated into future year budgets. The total annual ongoing cost increase for both positions includes the estimated yearly pension cost of $6,467.

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. The proposed compensation changes meet the above criteria and are not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services

Respectfully Submitted,
Stacey Peterson, Human Resources Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6831
City Council Appointed Positions Salary Schedule eff 6.15.24 Resolution 24-235
2nd Amendment to City Attorney Agreement
ORDINANCE NO. 6831

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING ORDINANCE NO. 6654 THE SALARY ORDINANCE FOR CITY COUNCIL APPOINTED POSITIONS, AS AMENDED BY APPENDIX “R” TO BE EFFECTIVE
JUNE 15, 2024 AS AN URGENCY MEASURE
THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. Title and Purpose.

Ordinance No. 6654 the Salary Ordinance for City Council Appointed Positions, is hereby amended as shown on Appendix “R” attached hereto.

SECTION 2. Salary Plan Effective Date.

This Ordinance shall be effective June 15, 2024 as an urgency measure.

SECTION 3. Urgency Ordinance.

This ordinance is hereby declared to be an urgency measure, immediately necessary for the public peace, health and safety and shall take effect June 15, 2024. A statement of urgency is as follows:

It is necessary to amend the Salary Ordinance to comply with recently approved changes for the orderly and necessary continuance of operations of the City.

SECTION 4. Posting.

The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the Ordinance Book under the record of the ordinance a certificate under her hand stating the time and place of said publication by posting.

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

CCAP City Council Appointed
Position

City of Roseville

Appendix:R
Effective Date:06/15/2024
Salary Schedule: All
Grade Code Grade Name Step Name Hourly Bi-Weekly Monthly Annual 1235 Acting City Manager Step A 122.5472 9803.78 21241.51 254898.18

1200 City Attorney Step A 146.8390 11747.12 25452.09 305425.12

1240 City Manager Step A 170.1520 13612.16 29493.01 353916.16

RESOLUTION NO. 24-235

APPROVING A SECOND AMENDMENT TO EMPLOYMENT AND PERSONAL

SERVICES AGREEMENT BETWEEN THE CITY OF ROSEVILLE AND MICHELLE

SHEIDENBERGER, AND AUTHORIZING THE MAYOR TO EXECUTE IT ON BEHALF

OF THE CITY OF ROSEVILLE

WHEREAS, a Second Amendment to Employment and Personal Services Agreement regarding the position of City Attorney, between the City of Roseville and Michelle Sheidenberger, 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 Mayor 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

Roseville City CouncilJune 19, 2024

Roseville City Council
June 19, 2024