Roseville City Council
June 18, 2025

City Council Chambers, 311 Vernon Street roseville.ca.us The City of Roseville welcomes your participation.

Meeting Schedule: Regular meetings of the City Council are held on the first and third Wednesday of each month at 6:00 p.m.

Two Public Comment Periods for Non-Agenda Items: A total of twenty-five (25) minutes is allotted for public comments. At the beginning and end of the meeting, each speaker has three (3) minutes to address the Mayor/Chair on issues that are not listed on the agenda and are within the City’s jurisdiction. Please submit a yellow speaker card to the City Clerk before the item is heard if you wish to make a comment. You will still have an opportunity to comment if you haven’t filled out a yellow speaker card.

Brown Act: The City Council cannot discuss or act on items not listed on the agenda. Public Comment on Agenda Items: Each speaker has five (5) minutes to address items that are listed on the agenda.

Levine Act Provisions: If you’ve made a campaign contribution totaling more than $500 ($250 prior to January 1, 2025) to City Council Members in the last twelve (12) months, you must disclose it before addressing an item on the agenda. Please visit Levine Act – City of Roseville for updated forms and information.

Audio/Visual Presentations: If making a presentation regarding an agenda item, audio/visual materials must be submitted to the City Clerk for consideration at least 72 hours in advance.

Americans with Disabilities Act: If special assistance is required to participate in a meeting, including the need of auxiliary aids or services, please notify the City Clerk at least 72 hours in advance of the meeting. City Clerk 311 Vernon Street [email protected] 916-774-5263 TDD: 916-774-5220 Security Measures: All meeting attendees must successfully pass through a security metal detector. Any person with a prohibited item will not be allowed entry. Prohibited items include but are not limited to firearms (even with valid CCW), knives, pepper spray/mace, explosives of any kind/any weapons and/or dangerous devices of any kind, illegal drugs, and alcohol.

Viewing Options: The City of Roseville provides three options for viewing meetings:

Krista Bernasconi, Mayor
Karen Alvord, Vice Mayor
Bruce Houdesheldt, Councilmember
Tracy Mendonsa, Councilmember
Pauline Roccucci, Councilmember
Dominick Casey, City Manager
Michelle Sheidenberger, City Attorney
Carmen Avalos, City Clerk
AGENDA
City Council /Housing Authority/Finance Authority/
Natural Gas Financing Authority Meeting
June 18, 2025
6:00 PM
City Council Chambers, 311 Vernon Street
I. CALL TO ORDER
II. ROLL CALL
III. PLEDGE OF ALLEGIANCE
IV. MEETING PROCEDURES
V. PUBLIC COMMENTS
This is the first opportunity to make a public comment on non-agenda items.

VI. PRESENTATIONS

1. Annual Placer Mosquito and Vector Control District Presentation Summary: Presentation from Public Information Officer Meagan Luevano from Placer Mosquito & Vector Control District with a recap of last year's efforts and an update on mosquitos and other vectors this summer.

CONTACT: Carmen Avalos 916-774-5269 [email protected] VII. CONSENT CALENDAR

2. Utility Tree Trimming Services - Contract Purchase Agreement (ELECTRIC DEPARTMENT -

DISTRIBUTION & OPERATIONS)
Summary: Staff recommends approval of a contract purchase agreement with Wright Tree Service of the West, Inc. for utility tree trimming services. The cost of the initial year of the agreement is $1,261,206.74. Funding is included in the Electric Department's proposed FY2025- 26 budget in the Electric Fund. Staff also requests authorization to utilize up to three (3) optional renewal years without further City Council approval, provided that the applicable budget is approved by the City Council each year, and City staff determines that continuing with the same vendor is in the City’s best interest.

CONTACT: Tom Pontes 916-774-5550 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-192 approving a contract purchase agreement, by and between the City of Roseville and Wright Tree Services of the West, Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.

3. Electric Industry Online Resource Library and Research Services - Contract Purchase Agreement (ELECTRIC DEPARTMENT - CUSTOMER & GOVERNMENT RELATIONS) Summary: Staff recommends approval of a contract purchase agreement with E Source Companies, LLC in the amount of $99,200 to provide electric industry online resource library and research services. Additionally, staff requests one additional optional renewal year without further Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City.

Funding is included in the Electric Department’s proposed FY2025-26 budget in the Electric Fund.

CONTACT: Susan Hernandez 916-774-5623 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-193 approving a contract purchase agreement, by and between the City of Roseville and E Source Companies, LLC, and authorizing the City Manager to execute it on behalf of the City of Roseville.

4. Substation Power Transformers (RFP 07-102) - New Capital Improvement Project Approval, Contract Purchase Agreement, and Budget Adjustment (ELECTRIC DEPARTMENT -

ENGINEERING)
Summary: Staff recommends approval of the creation of a new Capital Improvement Project - Spare Substation Transformer and approval of a budget adjustment appropriating $3,000,000 in the Electric Fund to the project. Staff also recommends approval of a contract purchase agreement with GE-Prolec Transformers, Inc. in response to Request for Proposals No. 07-102 for a not-to-exceed amount of $15,000,000 for the initial contract period and optional renewal years through FY2028-29. The bid allowed for four optional renewal years at one-year intervals.

Staff recommends authorization to continue utilizing the remaining optional renewal years without further Council approval until the contract expires, or until City staff determines that continuing with the same vendor is not in the City's best interest. Staff also declares its intention to reimburse expenditures and activities related to the Spare Substation Transformer project and procurement of substation transformers from bond proceeds in the event that bonds are issued in the future to fund project costs.

CONTACT: Ozro Corulli 916-774-5586 [email protected] The City Council will consider the recommendation to:

a. Approve the establishment of a new Capital Improvement Project - Spare Substation Transformer; and
b. Adopt Resolution No. 25-220 approving a contract purchase agreement, by and between the City of Roseville and GE-Prolec Transformers, Inc. and authorizing the City Manager to execute it on behalf of the City of Roseville; and
c. Adopt Ordinance No. 6964 authorizing certain amendments to the FY2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

5. Roseville Energy Park Turbine Repairs - Budget Adjustment (ELECTRIC DEPARTMENT -

FINANCIAL & ADMINISTRATIVE)
Summary: Staff recommends approval of a budget adjustment in the amount of $12,628,000 with offsetting insurance reimbursement revenue in the amount of $11,465,500 for repairs to Combustion Turbine No. 2 at the Roseville Energy Park. Funding for the $1,162,500 insurance deductible is coming from available resources in the Electric Fund.

CONTACT: Matt Nelson 916-774-5618 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6959 authorizing certain amendments to the fiscal year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

6. Home Energy Report - Public Sector Agreement and Ordering Document (ELECTRIC

DEPARTMENT - CUSTOMER & GOVERNMENT RELATIONS)
Summary: Staff recommends approval of a five-year Public Sector Agreement and a two-year Ordering Document with Oracle America, Inc., totaling $676,259.96, for Oracle Cloud Services to continue supporting Roseville Electric Utility’s Home Energy Reports program. The total cost of the initial agreement, covering the period from July 1, 2025 through June 30, 2027, will not exceed $676,259.96. Funding for this agreement is provided through public benefit funds and is included in the Electric Department’s proposed FY2025–26 budget in the Electric Fund.

CONTACT: Susan Hernandez 916-774-5623 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-194 approving a public sector agreement and ordering document, by and between the City of Roseville and Oracle America, Inc., and authorizing the City Manager to execute the ordering document on behalf of the City of Roseville.

7. Production Cost Modeling Software - Contract Purchase Agreement (ELECTRIC DEPARTMENT -

RESOURCE PLANNING & GENERATION)
Summary: Staff recommends approval of a five-year contract purchase agreement with cQuant.io, Inc. in the amount of $988,768 to provide production cost modeling software services. The software provides budgeting, financial forecasting, power supply portfolio

management, resource planning, project evaluation, and risk management, supporting the identification, quantification, and analysis of exposure to market volatility, regulatory changes, and operational uncertainties. The initial year's cost is $190,000 and funding is included in the Electric Department's proposed FY2025-26 budget in the Electric Fund. Future funding is contingent on the City Council's approval of the respective yearly budgets.

CONTACT: Long Zhang 916-774-5652 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-201 approving a contract purchase agreement, by and between the City of Roseville and cQuant.io, Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.

8. American Public Power Association / Department of Energy Cybersecurity Grant Award - Approval of New Capital Improvement Project, Subaward Agreement, Sole Source Vendor Agreement, and Budget Adjustment (ELECTRIC DEPARTMENT - DISTRIBUTION & OPERATIONS) Summary: Staff recommends approval of the establishment of a new Capital Improvement Project (CIP) called the Electric Industrial Control Systems Cybersecurity Technologies Project; approval of an agreement with the American Public Power Association (APPA) for a $174,255 Department of Energy (DOE) grant subaward and a two-year sole-source vendor agreement with Dragos, Inc. for Industrial Control Systems (ICS) Cybersecurity Technologies, including network hardware, support, and maintenance. As an APPA member, Roseville Electric Utility has the opportunity to acquire a Dragos cybersecurity appliance self-contained computing system at a minimal cost, enhancing the resilience of its critical infrastructure against evolving cyber threats.

Staff also recommends approval of a $255,000 budget adjustment to fund the CIP. The total cost of the CIP will not exceed $255,000. Funding for the budget adjustment for this CIP is available in the Electric Fund. A total of $174,255 will be reimbursed to the CIP from the APPA/DOE grant revenue. There is no fiscal impact on the General Fund.

CONTACT: Tom Pontes 916-774-5550 [email protected] The City Council will consider the recommendation to:
a. Approve the establishment of a new Capital Improvement Project (CIP) called the Electric Industrial Control Systems Cybersecurity Technologies Project; and b. Adopt Resolution No. 25-202 approving a Subaward Agreement, by and between the City of Roseville and The American Public Power Association, and a Vendor Agreement by and between the City of Roseville and Dragos, Inc., and authorizing the City Manager to execute the agreements on behalf of the City of Roseville; and
c. Adopt Ordinance No. 6970 authorizing certain amendments to the Fiscal Year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

9. Roseville Power Plant #2 Repower Owner's Engineer - Sole Source Professional Services Agreement (ELECTRIC DEPARTMENT - ENGINEERING)
Summary: Staff recommends approval of a sole source Professional Services Agreement with Jacobs Engineering Group Inc. (Jacobs) in the amount of $1,120,000 to provide engineering services related to the Roseville Power Plant #2 Repower project. Jacobs has been determined to be the only firm capable of providing these services under the critical schedule requirements for this project. Funding is included in the Electric Department's FY2024-25 budget in the Electric Fund. Staff also declares its intention to reimburse expenditures and activities related to the Owner's Engineer services from bond proceeds in the event that bonds are issued in the future to fund project costs.

CONTACT: Ozro Corulli 916-774-5586 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-219 approving a professional services agreement, by and between the City of Roseville and Jacobs Engineering Group, Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.

10. Electric Year-End Capital Improvement Projects - Budget Adjustment (ELECTRIC DEPARTMENT -

FINANCIAL & ADMINISTRATIVE)
Summary: Staff recommends approval of a budget adjustment reducing funding in several capital improvement projects totaling $14,509,630. The Roseville Power Plant 2 (RPP2) Repower project, approved at the April 2, 2025, Council Meeting, will replace the current combustion units with cleaner and more efficient units at the RPP2 site. Due to the scope and resource demand of the RPP2 Repower project, certain Roseville Electric Utility capital improvement efforts are either no longer needed or the work will be postponed to utilize near-term resources for the RPP2 Repower project. The recommended budget adjustment will increase the fund balance in the Electric Fund.

CONTACT: Matt Nelson 916-774-5618 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6956 authorizing certain amendments to the fiscal year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

11. FY2025-26 Road Maintenance and Rehabilitation Account Project Identifications (PUBLIC WORKS DEPARTMENT - ENGINEERING - CITY PROJECT'S) Summary: Staff recommends Council adopt a resolution, as required by Senate Bill 1, identifying the Quail Glen, Los Cerritos, and Roseville Heights neighborhood resurfacing projects for use of the City's 2025-26 funding allotment from the State Road Maintenance & Rehabilitation Account Fund.

CONTACT: Joseph Arino 916-774-5460 [email protected]

The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-208 adopting the Quail Glen, Los Cerritos, and Roseville Heights resurfacing project funded by Senate Bill 1: the Road Repair and Accountability Act of 2017.

12. Active Transportation Plan (PUBLIC WORKS DEPARTMENT - TRANSPORTATION) Summary: Staff recommends approval of the Active Transportation Plan (ATP). The ATP reviewed existing bike and pedestrian facilities, looked at gaps and public requests, and provided a ranked list of improvement options to address both. There is no cost associated with approval of the plan.

CONTACT: Suzanne Engelke 916-746-1289 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-210 adopting the City of Roseville Active Transportation Plan.

13. Energy Efficiency Conservation Block Grant - Civic Center Lighting Retrofit - New Non-Capital Multi-Year Project Approval and Budget Adjustment (PUBLIC WORKS DEPARTMENT -

FACILITIES)
Summary: Staff recommends Council accept the Energy Efficiency Conservation Block Grant (EECBG), authorize the establishment of a new Non-Capital Multi-Year Project – the EECBG Grant for Civic Center Lighting Retrofit Project, and approve a budget adjustment in the amount of $189,726 applying the grant funds towards the newly authorized project. The purpose of the EECBG program is to retrofit inefficient florescent, high-pressure sodium and metal halite with energy-efficient lighting. There should be no net effect on the fund balance of the Facility Rehabilitation Fund.

CONTACT: Darci Carpenter, James Kremko 916-774-5702, 916-774-5741 [email protected], [email protected]
The City Council will consider the recommendation to:
a. Accept the Energy Efficiency Conservation Block Grant (EECBG); b. Approve the establishment of a new non-capital multi-year project; and c. Adopt Ordinance No. 6958 authorizing certain amendments to the fiscal year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

14. On-Call Elevator Maintenance and Repair Services - Contract Purchase Agreement (PUBLIC

WORKS DEPARTMENT - FACILITIES)
Summary: Staff recommends approval of a contract purchase agreement with Specialized Elevator Services, LLC dba Elevator Industries in the amount of $100,000 for Fiscal Year 2025-26 to provide on-call elevator maintenance and repair services. Funding is included in the proposed FY2025-26 Facility Services Fund budget.

CONTACT: Darci Carpenter 916-774-5702 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-200 approving a contract purchase agreement, by and between the City of Roseville and Specialized Elevator Services, LLC dba Elevator Industries, and authorizing the City Manager to execute it on behalf of the City of Roseville.

15. Fiscal Year 2024-25 Transportation Development Act Claim (PUBLIC WORKS DEPARTMENT -

TRANSPORTATION)
Summary: Staff recommends approval of the Fiscal Year (FY) 2024-25 Transportation Development Act (TDA) claim in the amount of $12,563,878 for the City's transit and transportation funding, authorization for the City Manager or his designee to execute the claim on behalf of the City, and approval of payment of FY2024-25 Local Transportation Fund (LTF) funds to Placer County Transportation Planning Agency in the amount of $59,547 for Roseville's share of the Countywide Zero-Emission Vehicle Infrastructure Plan Grant Match.

CONTACT: Cameron Schreiter 916-746-1302 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-195 approving and authorizing execution of the 2024/25 Transportation Development Act Claims to the Placer County Transportation Planning Agency; and
b. Approve payment of FY2024-25 Local Transportation Fund (LTF) funds to Placer County Transportation Planning Agency (PCTPA) in the amount of $59,547 for Roseville's share of the Countywide Zero-Emission Vehicle (ZEV) Infrastructure Plan Grant Match.

16. Fiscal Year 2024-25 Transportation Development Act, Bicycle and Pedestrian Claim (PUBLIC

WORKS DEPARTMENT - TRANSPORTATION)
Summary: Staff recommends approval of a Fiscal Year (FY) 2024-25 Transportation Development Act Bicycle and Pedestrian claim in the amount of $841,644 for the Dry Creek Greenway East Phase 2 bike trail and authorizing the City Manager or his designee to execute the claim on behalf of the City.

CONTACT: Ed Scofield 916-774-5449 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-196 approving and authorizing execution of the FY2024-25 Transportation Development Act, Bicycle and Pedestrian fund claim to the Placer County Transportation Planning Agency.

17. Fareless Student Transit Pass Program - Reimbursement Agreement (PUBLIC WORKS

DEPARTMENT - TRANSPORTATION)

Summary: Staff recommends approval of a reimbursement agreement with the Sierra Joint Community College District for Roseville Transit to receive partial reimbursement for providing free fares to Sierra College students for three years through June 30, 2028.

CONTACT: Ed Scofield 916-774-5449 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-197 approving a reimbursement agreement, by and between the City of Roseville and Sierra Joint Community College District, and authorizing the City Manager to execute it on behalf of the City of Roseville.

18. Downtown Library Security Guard Services - Sole Source Contract Purchase Agreement (PARKS,

RECREATION, AND LIBRARIES DEPARTMENT - LIBRARY)
Summary: Staff recommends approval of a sole source contract purchase agreement with Allied Universal Security Services in the amount of $121,512.33 to provide continued security guard services at the Downtown Roseville library location. The company has the working knowledge of the area and issues and can provide additional support as needed from guards already stationed in the Downtown area. Funding for Downtown security guard services is included in the proposed Parks, Recreation & Libraries FY2025-26 budget in the General Fund.

CONTACT: Narinderpal Sufi 916-774-5234 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-198 approving a contract purchase agreement, by and between the City of Roseville and Universal Protection Service LP dba Allied Universal Security Services, and authorizing the City Manager to execute it on behalf of the City of Roseville.

19. Pistachio Regional Park - Master Plan Update Approval (PARKS, RECREATION, AND LIBRARIES

DEPARTMENT - PARK DEVELOPMENT)
Summary: Staff recommends approval of the master plan update for Pistachio Regional Park.

Funding for the design of the skate track and splash pad has been recommended from the Public Facilities Fund in the proposed FY2025-26 Capital Improvement Program budget. Staff intends to recommend funding for the project construction in FY2026-27. Funding sources for future phases of the park will include the Citywide Park - West Roseville Specific Plan Fund and the Public Facilities Fund. Maintenance of citywide parks is funded by the General Fund.

CONTACT: Tara Gee 916-774-5253 [email protected]
The City Council will consider the recommendation to:
a. Approve the Master Plan update for Pistachio Regional Park.

20. On-Call Landscape Construction Services - Contract Purchase Agreement (PARKS, RECREATION,

AND LIBRARIES DEPARTMENT - PARK DEVELOPMENT)

Summary: Staff recommends approval of a contract purchase agreement with Michael Saenz dba Saenz Landscape Construction Company in the amount of $500,000 for on-call general landscape construction services. Staff also recommends authorization for the City Manager to execute the optional extensions without further Council approval, based on approved budgets.

Work performed under this agreement will utilize developer fees, capital rehabilitation funds and/or capital improvement project budgets.

CONTACT: Tara Gee 916-774-5253 [email protected]
The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-218 approving a contract purchase agreement, by and between the City of Roseville and Michael Saenz dba Saenz Landscape Construction Company, and authorizing the City Manager to execute it on behalf of the City of Roseville.

21. Parks Design & Construction Standards – 2025 Update (PARKS, RECREATION, AND LIBRARIES

DEPARTMENT - PARK DEVELOPMENT)
Summary: Staff recommends approval of the 2025 updates to the Parks Design & Construction Standards. The Parks Design & Construction Standards is a guiding document that outlines design and construction standards applied to parks and streetscapes. The changes in this document will have no fiscal impact to projects or the General Fund.

CONTACT: Joel De Jong 916-774-5924 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-215 adopting the 2025 Parks Design & Construction Standards.

22. Library Materials - Purchase Orders (PARKS, RECREATION, AND LIBRARIES DEPARTMENT -

LIBRARY)
Summary: Staff recommends approval of purchase orders with Baker & Taylor, LLC, Brodart Co., Ingram Library Services, LLC, Midwest Tape, LLC and OCLC, Inc. in an amount not to exceed $700,000 in year one (FY2025-26), $778,000 in year two (FY2026-27), $856,000 in years three, four and five (FY2027-28, FY2028-29, FY2029-30) for the purchase of shelf-ready printed library materials and media, eBooks and eAudiobooks. Funding for this project was included in the Parks, Recreation & Libraries Department budget in the General Fund.

CONTACT: Narinderpal Sufi 916-774-5234 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-199 approving purchase orders for shelf-ready printed library materials and media, ebooks and eaudiobooks.

23. JM-51 Neighborhood Park - Master Plan Approval (PARKS, RECREATION, AND LIBRARIES

DEPARTMENT - PARK DEVELOPMENT)

Summary: Staff recommends approval of the JM-51 Neighborhood Park Master Plan. Funding for this project was approved in the FY2024-25 budget for design and is included in the proposed FY2025-26 budget for construction through the Neighborhood Park - Sierra Vista Fund.

Maintenance will be funded through the Sierra Vista Community Facilities District No. 2 (Public Services). There will be no General Fund impact.

CONTACT: Tara Gee 916-774-5253 [email protected]
The City Council will consider the recommendation to:
a. Approve the JM-51 Neighborhood Park Master Plan.

24. Stoneridge to Westbrook Neighborhood Park Funds - Interfund Loan Modification and Budget Adjustment (PARKS, RECREATION, AND LIBRARIES DEPARTMENT - ADMINISTRATION) Summary: Staff recommends approval of a loan modification and a budget adjustment for an existing interfund loan from the Stoneridge Neighborhood Park Fund to the Westbrook Neighborhood Park Fund due to unforeseen delays in development of the WB-52 property and other parcels within the specific plan area. The recommended budget adjustment reduces the loan payment from $56,838 to $40,364 for FY2024-25. This payment includes both principal and interest. The recommended budget adjustment reflects a loan modification that also updates the repayment schedule, with subsequent repayments now beginning in FY2027-28. There is no fiscal impact to the General Fund.

CONTACT: Rendi Hodge 916-774-5240 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6957 authorizing certain amendments to the fiscal year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

25. CO-61 Neighborhood Park - Master Plan Approval (PARKS, RECREATION, AND LIBRARIES

DEPARTMENT - PARK DEVELOPMENT)
Summary: Staff recommends approval of the CO-61 Neighborhood Park Master Plan. Funding for this project was approved in the FY2024-25 budget for design and is included in the proposed FY2025-26 budget for construction through the Neighborhood Park - Campus Oaks Fund. Maintenance will be funded by the HP Campus Oaks Community Facilities District No. 2 (Public Services). There will be no General Fund Impact.

CONTACT: Tara Gee 916-774-5253 [email protected]
The City Council will consider the recommendation to:
a. Approve the CO-61 Neighborhood Park Master Plan.

26. Legal Services Agreement (CITY ATTORNEY DEPARTMENT)

Summary: Staff recommends approval of an agreement with Ellis Investigations Law Corporation to provide legal services. Expenses will be paid by the Human Resources Department's or the City Attorney's operating budget in the General Fund, or by other departments and funds as appropriate.

CONTACT: Gretchen Hakala [email protected]
The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-204 approving an agreement for legal services, by and between the City of Roseville and Ellis Investigations Law Corporation, and authorizing the City Manager to execute it on behalf of the City of Roseville.

27. Liquid Aluminum Sulfate (BACC 01-2025) - Contract Purchase Agreement (FINANCE

DEPARTMENT - PURCHASING)
Summary: Staff recommends approval of a contract purchase agreement with Chemtrade Chemicals US LLC in the amount of $174,000 for fiscal year (FY) 2025-26 to supply and deliver liquid aluminum sulfate. Adequate funding is available in the proposed FY2025-26 Water Operations Fund budget for this purchase.

CONTACT: Becky Philipp 916-746-1110 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-203 approving a contract purchase agreement, by and between the City of Roseville and Chemtrade Chemical US, LLC, and authorizing the City Manager to execute it on behalf of the City of Roseville.

28. Ferric Chloride (BACC 06-2025) - Contract Purchase Agreement (FINANCE DEPARTMENT -

PURCHASING)
Summary: Staff recommends approval of a contract purchase agreement with Pencco, Inc. in the amount of $748,000 for FY2025-26 to supply and deliver ferric chloride. Adequate funding is available in the Environmental Utilities Department's proposed FY2025-26 Waterwater Operations Fund budget for this purchase.

CONTACT: Becky Philipp 916-746-1110 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-205 approving a contract purchase agreement, by and between the City of Roseville and Pencco, Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.

29. Sodium Hydroxide Solution (BACC 12-2025) - Contract Purchase Agreement (FINANCE

DEPARTMENT - PURCHASING)

Summary: Staff recommends approval of a contract purchase agreement with Univar Solutions USA LLC, doing business as Univar Solutions USA, in the amount of $1,850,000 for FY2025-26 to supply and deliver sodium hydroxide solution. Adequate funding is available in the Environmental Utilities and Electric Departments' proposed FY2025-26 budgets for this purchase.

CONTACT: Becky Philipp 916-746-1110 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-206 approving a contract purchase agreement, by and between the City of Roseville and Univar Solutions USA, LLC dba Univar Solutions USA, and authorizing the City Manager to execute it on behalf of the City of Roseville.

30. Sodium Hypochlorite (BACC 13-2025) - Contract Purchase Agreement (FINANCE DEPARTMENT -

PURCHASING)
Summary: Staff recommends approval of a contract purchase agreement with Olin North America Holdings, Inc., doing business as (dba) Pioneer Americas LLC, in the amount of $1,500,000 for FY2025-26 to supply and deliver sodium hypochlorite for the Pleasant Grove Wastewater Treatment Plant, Barton Road Water Treatment Plant, Roseville Energy Park, groundwater well sites, West Side Tank and Pump Station, Johnson Pool, Mike Shellito Pool and the Roseville Aquatic Complex. Adequate funding is available in the Environmental Utilities, Electric, and Parks, Recreation and Libraries Departments' proposed FY2025-26 budgets for this purchase.

CONTACT: Becky Philipp 916-746-1110 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-207 approving a contract purchase agreement, by and between the City of Roseville and Olin North America Holdings America, Inc. dba Pioneer Americas, LLC, and authorizing the City Manager to execute it on behalf of the City of Roseville.

31. 60kV Control and Relay Panels (RFQ 10-3417) - Purchase Order (FINANCE DEPARTMENT -

PURCHASING)
Summary: Staff recommends approval of a purchase order with Electrical Power Products, Inc. as the lowest responsive and responsible bidder for the purchase of 60kV control and relay panels. Adequate funding is available in the Electric Fund for this purchase. The total cost for the product is $288,568.51 ($267,813.00 + 7.75% tax). Additionally, staff recommends authority for the City Manager or his designee to approve change orders not exceeding ten percent (10%) of the total, for a maximum cost of $317,425.37.

CONTACT: Sue Jessup 916-746-1107 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-214 approving a purchase order for 60kV control and relay panels.

32. Citywide Storage Array Expansion (RFQ 10-3418) - Purchase Order (FINANCE DEPARTMENT -

PURCHASING)
Summary: Staff recommends approving a purchase order with CDW Government, LLC, the lowest responsive and responsible bidder, for the purchase of citywide storage array expansion equipment in response to Request for Quotes No. 10-3418. The purchase order totals $116,216.96 and will be funded through Public, Educational, and Governmental (PEG) funds provided under the Cable Communications Policy Act of 1984. This purchase has no fiscal impact on the General Fund.

CONTACT: Becky Philipp 916-746-1110 [email protected] The City Council will consider the recommendation to:
a. Approve a purchase order with CDW Government, LLC.

33. Roseville Natural Gas Financing Authority - Fiscal Year 2025-26 Budget (FINANCE

DEPARTMENT)
Summary: Staff recommends that the City Council, acting as the Roseville Natural Gas Financing Authority, adopt a resolution approving the Roseville Natural Gas Financing Authority (RNGFA) FY2025-26 budget. This budget document summarizes the projected revenues and expenditures for the RNGFA. Approval of the annual budget will not result in any new fiscal impacts.

CONTACT: Teri Quinlan 916-774-5316 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution 1-25 adopting the annual budget for the fiscal year 2025-26.

34. Fiscal Year 2024-25 Year-End Budget Adjustments (FINANCE DEPARTMENT - BUDGET) Summary: Staff recommends approval of the year-end budget adjustments to the Fiscal Year (FY) 2024-25 budget to ensure compliance with the annual budget ordinance. The recommended year-end budget adjustments include: (1) American Rescue Plan Act Project Revenue, (2) FY2023-24 Roseville Finance Authority Refunding Bond Savings, (3) Neighborhood Park - Campus Oaks Revenue, (4) Community Development Block Grant Fund Transfer, (5) Community Facilities Districts Clean-Up, (6) Utility Charges Budget, (7) Traffic Mitigation Fund - Creekview Specific Plan Set-Aside Fund Budget, (8) Stone Point Community Facilities District 5 Capital Fund Budget, (9) Fleet Expansion Correction, and (10) Roseville Aquatics Complex – Joint Use Agreement with the Roseville Joint Union High School District. There are adequate resources available in all the impacted funds.

CONTACT: Nancy Rothlisberger 916-774-5314 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6962 authorizing certain amendments to the fiscal year 2024-25 budget and declaring this ordinance to be immediately effective as an appropriation measure.

35. Multi-Function Printer - Contract Purchase Agreement (INFORMATION TECHNOLOGY

DEPARTMENT - INFRASTRUCTURE SOLUTIONS)
Summary: Staff recommends approval of a contract purchase agreement renewal with J.J.R.

Enterprises, Inc. dba Caltronics Business Systems to provide copier lease and printing services.

As part of the agreement, the City is required to execute leases with a third party to receive the multi-functional printers. The annual cost of the one-year agreement will not exceed $320,000.

Funding is included in the proposed FY2025-26 operating budgets for City departments in the General Fund, enterprise funds, and internal service funds.

CONTACT: Dylan Cook 916-774-5159 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-209 approving a contract purchase agreement, by and between the city of Roseville and J. J.R. Enterprises, Inc. dba Caltronics Business Systems, and authorizing the City Manager to execute it on behalf of the City of Roseville.

36. Parcel FD-21 Phase A - Final Map and Subdivision Agreement (DEVELOPMENT SERVICES

DEPARTMENT - ENGINEERING DIVISION)
Summary: Staff recommends approval of the Parcel FD-21 Phase A final map and approval of a Subdivision Agreement with Lennar Homes of California, LLC. The Engineering Division has completed its review of the final map and found that it is in compliance with the approved tentative map. This map will create 96 residential lots and 4 landscaped lots. The actions requested have no fiscal impact on the City's General Fund.

CONTACT: Robert Medina 916-774-5517 [email protected] The City Council will consider the recommendation to:
a. Approve the final map on file with the City Clerk and accept, on behalf of the public, the public utility easements and bus shelter easement offered thereon; and accept, subject to improvement, the public rights of way and Lots A, B, C, and D offered thereon, and approve the abandonment of the rights of way and easements listed thereon; and b. Adopt Resolution 25-211 approving the Subdivision Agreement with Lennar Homes of California, LLC and authorize the City Manager to execute the agreement on behalf of the City.

37. Parcel FD-21 Phase B - Final Map and Subdivision Agreement (DEVELOPMENT SERVICES

DEPARTMENT - ENGINEERING DIVISION)
Summary: Staff recommends approval of the Parcel FD-21 Phase B final map and approval of a Subdivision Agreement with Lennar Homes of California, LLC. The Engineering Division has completed its review of the final map and found that it is in compliance with the approved tentative map. This map will create 91 residential lots. The actions requested have no fiscal impact on the City's General Fund.

CONTACT: Robert Medina 916-774-5517 [email protected]

The City Council will consider the recommendation to:
a. Approve the final map on file with the City Clerk and accept, on behalf of the public, the public utility easements offered thereon; and accept, subject to improvement, the public rights of way offered thereon, and approve the abandonment of the rights of way and easements listed thereon; and
b. Adopt Resolution No. 25-212 approving the Subdivision Agreement with Lennar Homes of California, LLC and authorize the City Manager to execute the agreement on behalf of the City of Roseville.

38. Water Forum Successor Effort - Interagency Agreement for Cost Sharing for FY2025-26 (ENVIRONMENTAL UTILITIES DEPARTMENT)
Summary: Staff recommends approval of an interagency cost-share agreement for the City’s continued support of the Water Forum Successor Effort (WFSE), as well as the Habitat Management Element (HME). Additionally, staff recommends approval of future Water Forum cost-sharing agreements based on specified conditions and upon approval by the City Attorney as to form. The $110,238 WFSE and $102,268 HME ($212,506 total) cost share for the City is in the proposed FY2025-26 Water Administration budget in the Water Operations Fund, which is funded by water utility rate revenue.

CONTACT: George Hanson 916-746-1764 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-217 approving an interagency agreement for cost-sharing, and authorizing the City Manager to execute it on behalf of the City or Roseville.

39. Environmental Utilities Communications/Marketing Support and Graphic Design Services - Professional Services Agreement (ENVIRONMENTAL UTILITIES DEPARTMENT) Summary: Staff recommends approval of a professional services agreement with ProProse LLC dba Sagent for outreach, strategic communication, and graphic design services for Environmental Utilities and the Utility Exploration Center at a cost not to exceed $427,085 annually. Staff additionally recommends authority for the City Manager or his designee to execute up to five additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with ProProse LLC dba Sagent is not in the best interest of the City. The budgets used to support this contract come from the outreach allocations within each utility fund for water, wastewater, and waste services.

CONTACT: Maurice Chaney 916-774-5539 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-213 approving a professional services agreement, by and between

the City of Roseville and Propose LLC dba Sagent, and authorizing the City Manager to execute it on behalf of the City of Roseville.

40. Tow Rotation - Service Agreements (POLICE DEPARTMENT) Summary: Staff recommends approval of seven agreements with Ace in the Hole Towing, Anderson Tow Service, Classic Tow Service, Jake’s Towing & Recovery Inc, LJ's Towing, Neighborhood Enterprise Tow, and 1 Stop Towing, allowing the companies to be included on the Police Department's rotation tow list for the two-year period following execution of the agreements. Vehicle owners are responsible to pay towing companies for the towing and storage of their vehicles resulting in no cost to the City.

CONTACT: Mark Peinado 916-774-5021 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 25-216 approving tow service agreements and authorizing the Police Chief or his designee to execute them on behalf of the City of Roseville.

41. Second Reading - Roseville Municipal Code Update - Revised Fine Schedule and Bail Schedule (CITY ATTORNEY DEPARTMENT)
Summary: Approve an ordinance for second reading and adoption amending Chapters 1.20 and

2.50 of the Roseville Municipal Code regarding general penalties and administrative citations.

CONTACT: Travis Cochran 916-774-5325 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6963 amending Chapter 1.20 of title 1 of the Roseville Municipal Code regarding general penalties and amending Chapter 2.50 of title 2 of the Roseville Municipal Code regarding administrative citations.

42. Second Reading - Roseville Municipal Code Updates - Zoning and Subdivision Ordinance (DEVELOPMENT SERVICES - PLANNING)
Summary: Approve an ordinance for second reading and adoption amending sections 19.08.090,

19.10.020, 19.12.020, 19.14.020, 19.22.020, 19.22.030, 19.26.030, 19.28.040, 19.28.060,

19.28.085, 19.33.030, 19.60.060, 19.60.070, 19.76.050, 19.76.210, and 19.82.030 regarding zoning of the Roseville Municipal Code; and adopt an ordinance amending Chapter 18.05 of the Roseville Municipal Code regarding Tentative Map Applications - Ministerial.

CONTACT: Eric Singer 916-774-5536 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6954 amending sections 19.08.090, 19.10.020, 19.12.020, 19.14.020,

19.22.020, 19.22.030, 19.26.030, 19.28.040, 19.28.060, 19.28.085, 19.33.030, 19.60.060,

19.60.070, 19.76.050, 19.76.210, and 19.82.030 regarding zoning of the Roseville Municipal

Code; and
b. Adopt Ordinance No. 6955 amending Chapter 18.05 of the Roseville Municipal Code regarding Tentative Map Applications - Ministerial.

43. Minutes of Prior Meetings (CITY CLERK DEPARTMENT)
Summary: Staff recommends approval of the minutes of the May 21, 2025 City Council Closed Session Meeting, the May 21, 2025 City Council and Housing Successor Meeting, and the May 28, 2025 City Council Budget Workshop.

CONTACT: Melissa Lipp 9167745268 [email protected] The City Council will consider the recommendation to:
a. Approve the minutes of the May 21, 2025 City Council Closed Session Meeting, the May 21, 2025 City Council and Housing Successor Meeting, and the May 28, 2025 City Council Budget Workshop.

END OF CONSENT CALENDAR
VIII. PRESENTATIONS/REPORTS

44. Board and Commissions Bi-Annual Vacancies (CITY CLERK DEPARTMENT) Summary: Staff recommends Council appoint Michael Rohey to the Design Committee to a term expiring June 30, 2029; appoint three (3) individuals to the Economic Development Advisory Committee to terms expiring June 30, 2029 from the applications received from: Blandon Granger, Elizabeth Guerrero, Jeff Richardson, Barbara Sady, Ravi Sharma, Lilia Tahmasian, and Michael Tronnes; and appoint two (2) individuals to the Grants Advisory Commission to terms expiring June 30, 2029 from the applications received from Nick Busse, Venu Mallesara, Michael Murray, Barbara Sady, and Mark Stewart; and appoint Stephanie Hill and John Speight to the Local Sales Tax Citizens' Oversight Committee to terms expiring June 30, 2029; and appoint two (2) individuals to the Planning Commission to terms expiring June 30, 2029 from the applications received from Clifford Haggenjos, Bruce Hagler, Michael Murray, and Ravi Sharma; and appoint Edward Bielski, Richard DeMarchi, and Gus Petraborg to the Public Utilities Commission to terms expiring June 30, 2029.

CONTACT: Katrina Six 916-774-5267 [email protected] The City Council will consider the recommendation to:
a. Appoint Michael Rohey to the Design Committee to a term expiring June 30, 2029; b. Appoint three (3) individuals to the Economic Development Advisory Committee to terms expiring June 30, 2029 from the applications received from: Blandon Granger, Elizabeth Guerrero, Jeff Richardson, Barbara Sady, Ravi Sharma, Lilia Tahmasian, and Michael Tronnes; and

c. Appoint two (2) individuals to the Grants Advisory Commission to terms expiring June 30, 2029 from the applications received from Nick Busse, Venu Mallesara, Michael Murray, Barbara Sady, and Mark Stewart; and
d. Appoint Stephanie Hill and John Speight to the Local Sales Tax Citizens' Oversight Committee to terms expiring June 30, 2029; and
e. Appoint two (2) individuals to the Planning Commission to terms expiring June 30, 2029 from the applications received from Clifford Haggenjos, Bruce Hagler, Michael Murray, and Ravi Sharma; and
f. Appoint Edward Bielski, Richard DeMarchi, and Gus Petraborg to the Public Utilities Commission to terms expiring June 30, 2029.

45. City of Roseville Fiscal Year 2025-26 Citywide Budget, Position Allocation Schedule, Roseville Housing Authority Budget, and Roseville Finance Authority Budget (FINANCE DEPARTMENT -

BUDGET)
Summary: Staff recommends approval of the proposed Fiscal Year (FY) 2025-26 citywide budget and position allocation schedule as incorporated into the budget document, effective July 1, 2025. The proposed citywide expenditure budget for FY2025-26 totals $827.2 million from all funding sources. The expenditure budget for the General Fund is $248.5 million, which includes operating ($235.6 million) and non-operating expenditures ($12.9 million). The FY2025-26 Housing Authority program expenditure budget is $12.0 million and is primarily comprised of funding from the federally-funded Housing Choice Voucher Program for the purpose of providing rental assistance to up to 846 families, seniors, disabled persons, and veterans annually. The FY2025-26 Roseville Finance Authority Budget includes debt service payments of $1.9 million reflecting scheduled payments on the Certificates of Participation for the Corporation Yard and 316 Vernon Street. Transfers out of the capital projects fund of $689,507 represent $636,107 to be transferred 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 $53,400 to be transferred to four community facilities districts and applied as levy credits.

Capital outlay is budgeted at $67,990 for the Crabb Park Improvements Project, which includes a horseshoe court conversion and parking lot upgrades.

CONTACT: Nancy Rothlisberger 916-774-5314 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 6961 adopting the annual budget for the fiscal year 2025-26, 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; and
b. Adopt Roseville Housing Authority Resolution No. 2-25 approving the annual budget for Fiscal Year 2025-26.; and

c. Adopt Roseville Finance Authority Resolution No. 2-25 adopting the annual budget for Fiscal Year 2025-26.

IX. PUBLIC COMMENTS
This is the second opportunity to make a public comment on non-agenda items.

X. COUNCIL REPORTS
XI. ADJOURNMENT

City Council
Communication
Meeting Date: 6/18/2025
Item #: VII.2
File #: 0203-07
Item ID: 2025-260
Title: Utility Tree Trimming Services - Contract Purchase Agreement Contact: Tom Pontes 916-774-5550 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with Wright Tree Service of the West, Inc. for utility tree trimming services. The cost of the initial year of the agreement is $1,261,206.74. Funding is included in the Electric Department's proposed FY2025-26 budget in the Electric Fund. Staff also requests authorization to utilize up to three (3) optional renewal years without further City Council approval, provided that the applicable budget is approved by the City Council each year, and City staff determines that continuing with the same vendor is in the City’s best interest.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a contract purchase agreement with Wright Tree Service of the West, Inc. for utility tree trimming services.

This purchase agreement is for a one-year term and allows for up to three (3) optional one-year renewals.

Staff also requests authorization to utilize up to three (3) optional renewal years without further City Council approval, provided that the applicable budget is approved by the City Council each year, and City staff determines that continuing with the same vendor is in the City’s best interest.

BACKGROUND
With an electrical distribution system spanning over 145 miles of overhead and 834 miles of underground lines serving customers within the City, Roseville Electric Utility (REU) requires vegetation management services to support the safe and reliable operation of the electric system. In addition, tree trimming services provided under this agreement will support key elements of the electric utility's Wildfire Mitigation Plan.

REU issued a Request for Proposals (RFP 07-106) for utility tree trimming services, which generated responses from multiple vendors. Following a determination of vendor responsiveness and responsibility, an evaluation team conducted a comprehensive review and scoring of the submitted proposals. This process was followed by a short-listed group of vendors participating in interviews and presentations, culminating in a ranked order. Based on a thorough assessment of safety record, service quality, relevant experience, proposal completeness, and pricing, the evaluation team identified Wright Tree Service of the West, Inc. as the most suitable vendor to fulfill the required scope of services.

FISCAL IMPACT
The total cost of the first-year agreement will not exceed $1,261,206.74. Funding is included in the Electric Department's proposed FY2025-26 budget in the Electric Fund. Costs for the optional years is as follows:

FY2026-27, $1,291,041.09; FY2027-28, $1,342,499.49; FY2028-29, $1,409,624.47. Funding for future year services is contingent on the City Council's approval of the respective annual budgets.

ENVIRONMENTAL REVIEW
The proposed project involves minor alteration in the condition of the land, water, and or vegetation which will not remove healthy, mature scenic trees. This activity is categorically exempt from CEQA as a Class 4 Exemption (State CEQA Guidelines Section 15304). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

1. Ensure a safe and healthy community

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services
Respectfully Submitted,
Tom Pontes, Assistant Electric Utility Director
Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Resolution 25-192

2. Contract Purchase Agreement

3. CEQA Notice of Exemption (Class 4)
REVIEWERS:

Tom Pontes, Electric Department - All Created/Initiated - 5/13/2025 Tom Pontes, Electric Department - All Approved - 5/13/2025 Shawn Matchim, Electric Department - All Approved - 5/29/2025 Daniel Beans, Electric Department - All Approved - 5/29/2025 Gretchen Hakala, City Attorney Department Approved - 6/2/2025 Katrina Six, City Clerk Department Approved - 6/2/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/3/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/3/2025 Michelle Sheidenberger, City Attorney Department Approved - 6/3/2025 Dominick Casey, City Manager Department - City Manager Approved - 6/3/2025 Katrina Six, City Clerk Department Final Approval - 6/5/2025

RESOLUTION NO. 25-192

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND WRIGHT TREE SERVICES OF THE WEST, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a contract purchase agreement (3004499) to provide utility tree trimming services, by and between the City of Roseville and Wright Tree Services of the West, 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 the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute three (3) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

Contract Purchase Agreement 3004499
Supplier Details:

Company Wright Tree Service of the West Inc
Contact Laura Hayes
Address 5930 Grand Ave
West Des Moines, IA 50266
Submit your response to:

Company City of Roseville
Contact Sue Jessup
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1107
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

Return signed copies of the agreement to the Buyer noted on the agreement. Alterations or modifications to the agreement are not allowed. Upon receipt of all necessary documents, the City will sign the agreement and return a fully executed copy to you. Receipt of the signed copy will be your notice to proceed with the work in accordance with the terms and conditions of the agreement. Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Sole proprietorship - By owner
Partnership - Any general partner
Corporation - Two options:
(1) A signature from the President and the corporate seal; OR (2) One signature from the Chairman of the Board, President, or any Vice President AND one signature from the Secretary, any Assistant Secretary, Chief Financial Officer, or any Treasurer or Assistant Treasurer of the corporation
*General Manager, Office Manager and/or Sales Manager are not corporate officer titles. The agreement will be rejected if not signed in accordance with these guidelines.

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1

Contract Purchase Agreement 3004499
Agreement 3004499
Agreement Date 18-APR-2025
Change Order 1
Change Order Date 22-APR-2025
Revision 1
Agreement Amount 1,261,206.74 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Wright Tree Service of the West Inc
5930 Grand Ave
West Des Moines, IA 50266
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
()
()
[email protected]
Description of
Labor,
equipment
and/or materials

THE SERVICES CALLED FOR UNDER CITY OF ROSEVILLE REQUEST FOR PROPOSAL #07-106 AND CONTRACTOR'S PROPOSAL THERETO TITLED UTILITY TREE TRIMMING #07-106 DATED 1/7/2025 (HEREINAFTER "PROPOSAL"). THE

TERMS AND SCOPE OF WORK OF CITY OF ROSEVILLE REQUEST FOR PROPOSAL #07-106, CONTRACTOR'S NEGOTIATED PROPOSAL, AND THE ATTACHED "ATTACHMENT I - PROPOSED RATE SHEET FOR RFP 07-106 UTILITY TREE TRIMMING SERVICES" ARE HEREIN MADE PART OF THIS CONTRACT PURCHASE AGREEMENT AND FULLY INCORPORATED BY REFERENCE.

CONTACT STEPHEN HANCOCK IN THE ELECTRIC DEPARTMENT AT (916) 774 5631 OR [email protected] FOR QUESTIONS REGARDING THIS AGREEMENT.

The total cost of service is an approximate value only. The City cannot guarantee whatsoever the actual value of this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 16452 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2025 30-Jun-2026 Sue Jessup Phone 1-916-746-1107 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2

Contract Purchase Agreement 3004499

Contract Terms and Conditions

1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from claims, suits or actions brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Contractor's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's active or passive negligence, sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

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

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

8. Unless notified to the contrary, in writing, the City assumes that the Contractor has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement.

9. All fair employment practices must be adhered to. In addition, if the project referenced on this service agreement is a Public Works project, all prevailing wage laws must be complied with. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir. ca.gov/dlsr/DPreWageDetermination.htm. In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor 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 3

Contract Purchase Agreement 3004499

coverage.
b. Form. Contractor 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. Contractor 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. Such insurance shall specifically cover the contractual liability of Contractor. The additional insured coverage under the Contractor'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. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Contractor 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 combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subcontractors. Contractor agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor's work. Furthermore, Contractor shall require its subcontractors to agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement.

Additionally, Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
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 containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or 4

Contract Purchase Agreement 3004499

Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all work performed by Contractor, its employees, agents and subcontractors. i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor 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.

11. Contractor shall comply with all federal, state, and local laws and ordinances, including but not limited to the City's storm water regulations, as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. Refer to www.roseville. ca.us/stormwater for links to more information on the City's storm water regulations.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. 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 by facsimile transmission or by email 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 facsimile or ".pdf" signature page were an original hereof.

14. 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 litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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

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

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. 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 monitoring and enforcement by the Department of Industrial Relations.

19. Vehicles with a gross vehicle weight rating (GVWR) greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions and air pollutants. For more information, visit the CARB Advanced Clean Fleet webpage at https://ww2.arb.ca. 5

Contract Purchase Agreement 3004499

gov/our-work/programs/advanced-clean-fleets.

20. Contractor/consultant's duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

21. 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 received prior to acceptance of the work.

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

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at:
https://www.roseville.ca.us/government/departments/city_clerk/transparency/levine_act.

24. 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.

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

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of 6

Contract Purchase Agreement 3004499
accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS
7 x
946304
1000029456
00854870

Contract Purchase Agreement 3004499

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:____
Professional Liability:
$1 Million/occurrence
No auto required
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
8

Contract Purchase Agreement 3004499
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 certificate 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 9

Contract Purchase Agreement 3004499

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

In-Use Off-Road Diesel-Fueled Fleets Regulation
1) Will vehicles subject to Cal. Code Regs., tit. 13, §§ 2449 et seq. be used for the project? This includes, but is not limited to:
a) Vehicles with a diesel-fueled or alternative diesel fueled off-road compressionignition engine with maximum power (max hp) of 25 horsepower (hp) or greater provided that the vehicle cannot be registered and driven safely on-road or was not designed to be driven on-road, even if it has been modified so that it can be driven safely on-road
b) Workover rigs
c) Certain two-engine vehicles
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a valid Certificate of Reported Compliance to the City as provided in Cal. Code Regs., tit. 13, § 2449(n).

Advanced Clean Fleets Regulation
Pursuant to Cal. Code Regs., tit. 13, § 2013(i)(1), the Contractor shall submit to the City a document evidencing that it is listed on the CARB Advanced Clean Fleets webpage as a compliant fleet OR a signed statement stating that it is not subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6.

The High Priority Fleets regulation applies to, without limitation, entities with more than $50 million in gross annual revenues and/or which own, operate, or direct the operation of 50 or more vehicles in the total fleet.
1) Is the Contractor subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6?
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a document evidencing that you are listed on the CARB Advanced Clean Fleets webpage as a compliant fleet.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC
10

Notice of Exemption
To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678
Project Title: Wright Tree Services Contract Purchase Agreement Project Location(s): At various locations where above ground electric infrastructure exists throughout the City of Roseville.

Project Description: The Roseville Electric Utility (REU) recommends that City Council adopt a resolution authorizing the City Manager to execute a contract purchase agreement with Wright Tree Service of the West, Inc for utility tree trimming services near and around electric infrastructure. These services are essential for maintaining the safety and reliability of REU's infrastructure through tree trimming and weed mitigation around poles and equipment.

Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: Roseville Electric Reason why this Project is Exempt: This project qualifies for a Class 4 Exemption as described in Section 15304 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 4 consists of …. .minor public or private alterations in the conditions of the land, water and/or vegetation which do not involve removal of healthy, mature scenic trees except for forestry or agricultural purposes.

The project is limited to tree trimming for power line clearance and does not include tree removal. Therefore the Class 4 Exemption is applicable to the proposed project.

Lead Agency Contact Person: Tom Pontes, Roseville Electric, (916) 774-5550.

Signature: Date: 5/29/2025
Jessica Lynch, Environmental Coordinator
City of Roseville

City Council
Communication
Meeting Date: 6/18/2025
Item #: VII.3
File #: 0203-07
Item ID: 2025-124
Title: Electric Industry Online Resource Library and Research Services - Contract Purchase Agreement
Contact: Susan Hernandez 916-774-5623 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with E Source Companies, LLC in the amount of $99,200 to provide electric industry online resource library and research services. Additionally, staff requests one additional optional renewal year without further Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City. Funding is included in the Electric Department’s proposed FY2025-26 budget in the Electric Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a contract purchase agreement (CPA# 3004556) with E Source Companies, LLC for electric industry online resource library and research services. Additionally, staff requests authorization for the City Manager or his designee to execute one additional optional renewal year without further Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the city.

BACKGROUND
On August 5, 2020, Council authorized a five-year agreement with E Source Companies, LLC resulting from a formal request for proposals (RFP 07-070). The RFP allowed for two additional one-year renewals through June 30, 2027, at the City’s discretion. This is the first of the two optional renewal years.

Electric utilities are required to use a portion of the revenue collected from customers to fund public benefit programs that promote energy efficiency, renewable energy, and public access to affordable energy. To effectively develop and implement these programs, Roseville Electric Utility needs access to up-to-date research and data on industry best practices. E Source is a recognized leader in providing utility research and analytics and has supported the electric utility in designing and developing customer programs for several years.

FISCAL IMPACT
The total cost of the agreement is $99,200 in FY2025-26. Funding is provided from public benefit funds and is included in the Electric Department’s proposed FY2025-26 budget in the Electric Fund. Estimated costs for the final renewal year is $105,000 and will be contingent on City Council’s approval of the respective 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 §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The approval of a contract purchase agreement for electric industry and research services meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

6. Deliver exceptional City services
Respectfully Submitted,
Susan Hernandez, Energy Services Account Representative Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Resolution 25-193

2. Contract Purchase Agreement
REVIEWERS:

Samantha Runner, Electric Department - Customer & Government Relations Created/Initiated - 5/22/2025 Bill Chaplin, Electric Department - Customer & Government Relations Approved - 5/27/2025 Shawn Matchim, Electric Department - All Approved - 5/29/2025 Daniel Beans, Electric Department - All Approved - 5/29/2025 Gretchen Hakala, City Attorney Department Approved - 5/30/2025 Katrina Six, City Clerk Department Approved - 6/2/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/3/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/3/2025 Michelle Sheidenberger, City Attorney Department Approved - 6/3/2025 Dominick Casey, City Manager Department - City Manager Approved - 6/3/2025 Katrina Six, City Clerk Department Final Approval - 6/5/2025

RESOLUTION NO. 25-193

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND E SOURCE COMPANIES, LLC, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a contract purchase agreement (3004556) to provide electric industry online resource library and research services, by and between the City of Roseville and E Source Companies, LLC, 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 the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute one (1) additional one (1) year renewal without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

Contract Purchase Agreement 3004556
Supplier Details:

Company E Source Companies LLC
Contact Luke Beckett
Address 3020 Carbon Pl Ste 300
Boulder, CO 80301
Submit your response to:

Company City of Roseville
Contact Joanna Oukrop
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1102
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

Return signed copies of the agreement to the Buyer noted on the agreement. Alterations or modifications to the agreement are not allowed. Upon receipt of all necessary documents, the City will sign the agreement and return a fully executed copy to you. Receipt of the signed copy will be your notice to proceed with the work in accordance with the terms and conditions of the agreement. Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Sole proprietorship - By owner
Partnership - Any general partner
Corporation - Two options:
(1) A signature from the President and the corporate seal; OR (2) One signature from the Chairman of the Board, President, or any Vice President AND one signature from the Secretary, any Assistant Secretary, Chief Financial Officer, or any Treasurer or Assistant Treasurer of the corporation
*General Manager, Office Manager and/or Sales Manager are not corporate officer titles. The agreement will be rejected if not signed in accordance with these guidelines.

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556
Agreement 3004556
Agreement Date 09-MAY-2025
Revision 0
Agreement Amount 99,200.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier E Source Companies LLC
3020 Carbon Pl Ste 300
Boulder, CO 80301
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(800) 376-8723
()
[email protected]
Description of
Labor,
equipment
and/or materials

THE VENDOR SHALL PROVIDE THE SERVICES CALLED FOR UNDER CITY OF ROSEVILLE REQUEST FOR PROPOSAL (RFP) TITLED "ELECTRIC UTILITY ONLINE RESOURCE LIBRARY & RESEARCH SERVICES" AND CONTRACTOR'S PROPOSAL THERETO TITLED "PROPOSAL FOR ELECTRIC UTILITY ONLINE RESOURCE LIBRARY & RESEARCH SERVICES" DATED 4/24/20 (HEREINAFTER "PROPOSAL").

THE TERMS AND SCOPE OF WORK OF CITY OF ROSEVILLE REQUEST FOR

PROPOSAL AND CONTRACTOR'S PROPOSAL ARE HEREIN MADE PART OF THIS

CONTRACT PURCHASE AGREEMENT AND FULLY INCORPORATED BY
REFERENCE. THE ATTACHED E SOURCE MEMBERSHIP AGREEMENT FOR COVERAGE PERIOD 7/1/25 - 6/30/26 SHALL ALSO BE INCORPORATED BY REFERENCE ONTO THIS AGREEMENT.

PLEASE CONTACT SUSAN HERNANDEZ IN THE ELECTRIC DEPARTMENT AT (916) 774-5623 OR [email protected] FOR QUESTIONS REGARDING THIS AGREEMENT.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 11435 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2025 30-Jun-2026 Joanna Oukrop Phone 1-916-746-1102 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

Contract Terms and Conditions

1. To the fullest extent allowed by law, Consultant shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Consultant's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Consultant is an independent contractor, and shall not be considered an officer, agent, or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Consultant either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Consultant is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Consultant shall be entitled to all costs reasonably incurred prior to the date of termination. Consultant acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

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

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

8. Unless notified to the contrary, in writing, the City assumes that the Consultant has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement. Any work product created for City pursuant to this Agreement is deemed owned by City.

9. All prevailing wages and fair employment practices must be adhered to. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address:
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm . In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable.

10. 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. 3 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

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. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
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 combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subconsultants. Consultant agrees to include in its contracts with all subconsultants the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subconsultants work.

Furthermore, Consultant shall require its subconsultants to agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Additionally, Consultant shall obligate its subconsultants to comply with these same provisions with respect to any tertiary subconsultant, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subconsultant or tertiary subconsultant upon request.
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 containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
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 endorsed with a waiver of subrogation in favor of City, its officers, agents, employees, and volunteers for all worked performed by Consultant, its employees, agents, and sub consultants.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall 4 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

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.

11. Consultant shall comply with all federal, state, local laws, ordinances, and policies as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. 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 by facsimile 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 facsimile or ".pdf" signature page were an original thereof.

14. 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 litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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

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

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. Consultant agrees that any and all information furnished by City shall be deemed proprietary and confidential. All such information, to the extent previously, presently, or subsequently disclosed to Consultant and/or processed and derived by Consultant services is the property of City and such property shall be deemed and treated as "Confidential Information" of City.

Consultant acknowledges that such Confidential Information may contain information provided and/or generated by third-parties. Consultant agrees that such Confidential Information shall not be disclosed to any third party without written permission from City, except as required by law. Consultant shall not use the Confidential Information except to perform Consultant's services as directed by City.

19. All facilities, devices, networks, and services used to store, deliver, process, backup or purge Confidential Information will employ administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure Confidential Information from unauthorized access, destruction, use, modification, or disclosure. Such measures will be no less protective than those used to secure Consultant's own information of a similar type, and in no event less than reasonable in view of the type and nature of the information involved. It is the City's expectation that Consultant, at its own expense, shall perform annual audits for any data centers that house Confidential Information, using an independent third-party audit that meets industry standards applicable to the services under this Agreement, and provide the audit report or certification upon request to City.

20. Consultant will retain Confidential Information until deleted by City or City-authorized third 5 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

party, or for a time period mutually agreed upon by the parties to this Agreement.

21. Upon termination or expiration of this Agreement, Consultant will ensure that all Confidential Information is securely transferred to City within thirty (30) calendar days. Consultant will ensure that any transfer of 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 securely dispose of all Confidential Information when requested by City and Consultant will provide written notification to City once all Confidential Information has been securely disposed of.

22. Consultant shall report to City any data compromise or unauthorized access to Confidential Information within twenty-four (24) hours after Consultant discovers such data compromise or unauthorized access. Consultant will take commercially reasonable measures to address any such data compromise or unauthorized access in a timely manner. Except as otherwise required by law, Consultant will not provide notice to end users or other entities of any such data compromise or unauthorized access without written permission from City. Consultant will promptly reimburse City in full for all fees and costs incurred by City in any investigation, remediation or litigation resulting from any such data compromise or unauthorized access, including identity protection and restoration services for each person, who in the City's sole discretion, could be impacted by identity theft.

23. Consultant may not advertise that City is a client, list City as a reference or otherwise use City's name, logos, trademarks, or service marks without prior written permission from City.

24. 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.

25. 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 monitoring and enforcement by the Department of Industrial Relations.

26. 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 received prior to acceptance of the work.

27. Contractor/consultant's duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

28. Consultant certifies that Consultant, its employees, directors, officers, agents, subcontractors, vendors, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension, or ineligibility by 6 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

any federal, state, or local department or agency.

29. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville. ca.us/government/departments/city_clerk/transparency/levine_act.

30. 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.

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

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

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ___00843762_________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
_____X_____ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City reserves the right to withhold any payments to Consultant in the event of noncompliance with insurance requirements or if required by law.

Information Technology T&C
7 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC N/A
N/A

Contract Purchase Agreement 3004556

REV 11/21/24 MC
8 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

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/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
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
9 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556

Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
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 certificate 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 10 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC

Contract Purchase Agreement 3004556
Supplier
Signature:______________________________________________ Print Name:_Filomena Gogel_____________________________ Title:_President_________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:__Jonathan Willcox____________________________ Title:__CFO____________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 Docusign Envelope ID: 8938AD80-3C49-4609-BB19-73FAF42280FC 5/9/2025
5/14/2025










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© E Source Companies LLC
Membership
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E Source Membership Service Agreement

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__________________________________________________________________________________ Demand-Side Management Service 07/01/2025-6/30/2026
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City Council
Communication
Meeting Date: 6/18/2025
Item #: VII.4
File #: 0203-07 & 0201-01
Item ID: 2025-283
Title: Substation Power Transformers (RFP 07-102) - New Capital Improvement Project Approval, Contract Purchase Agreement, and Budget Adjustment Contact: Ozro Corulli 916-774-5586 [email protected]

SUMMARY
Staff recommends approval of the creation of a new Capital Improvement Project - Spare Substation Transformer and approval of a budget adjustment appropriating $3,000,000 in the Electric Fund to the project. Staff also recommends approval of a contract purchase agreement with GE-Prolec Transformers, Inc. in response to Request for Proposals No. 07-102 for a not-to-exceed amount of $15,000,000 for the initial contract period and optional renewal years through FY2028-29. The bid allowed for four optional renewal years at one-year intervals. Staff recommends authorization to continue utilizing the remaining optional renewal years without further Council approval until the contract expires, or until City staff determines that continuing with the same vendor is not in the City's best interest. Staff also declares its intention to reimburse expenditures and activities related to the Spare Substation Transformer project and procurement of substation transformers from bond proceeds in the event that bonds are issued in the future to fund project costs.

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the establishment of a new Capital Improvement Project - Spare Substation Transformer;

2. Adopt a resolution authorizing the City Manager to execute a Contract Purchase Agreement with GEProlec Transformers, Inc. for the purchase of 60/12kV Substation Power Transformers. The bid allowed for four optional renewal years at one-year intervals. Staff requests authorization to utilize the remaining optional renewal years without further Council approval, provided that the applicable budget is approved by the City Council each year, until the contract expires, or until City staff determines that continuing with the same vendor is not in the City's best interest. Staff requests the total spending authority for the initial contract period and optional renewal years through FY2028-29 for a not-to-exceed amount of $15,000,000 to procure substation transformers on an as-needed basis;

3.Declare the City's intention to reimburse expenditures related to the procurement of substation transformers and activities related to the Spare Substation Transformer Project from the proceeds of bonds that may be issued in the future; and

4. Adopt an ordinance to approve a budget adjustment appropriating $3,000,000 in the Electric Fund to the Spare Substation Transformer Project.

BACKGROUND
The Electric Department has an ongoing need to purchase substation transformers to serve new development and replace aging equipment. These transformers are located within electric substations and lower the voltage from Roseville’s sub-transmission lines to distribute to nearby customers. Supply chain constraints and the increased demand for substation transformers have increased the manufacturing time

of these critical pieces of equipment substantially. To increase customer reliability and to have the flexibility to be more responsive to new development, staff recommend purchasing a spare substation transformer to be used in the event of a transformer failure in the system or the need to install or upgrade an existing transformer to accommodate customer demand. This contract will also be utilized to procure transformers for two existing City Council-approved projects: the Sierra Vista Substation Transformer Addition and Creekview Substation projects.

A formal Request for Proposals (RFP) was issued with five transformer manufacturers responding. The bids were evaluated by Roseville Electric staff and, based on the scoring criteria of the RFP, staff determined GE-Prolec Transformer, Inc.’s proposal provided the best value to the City.

Roseville Electric may issue tax-exempt debt in the future to fund the cost of the Spare Substation Transformer Project and activities related to the procurement of substation transformers for other approved projects. Under federal tax regulations, expenditures made prior to issuing tax-exempt debt are generally not eligible for reimbursement unless specific procedures are followed. One key requirement is a formal declaration of intent to reimburse such expenditures from bond proceeds. Roseville’s bond counsel has recommended that the City adopt a resolution declaring the intent to reimburse in the event debt is issued in the future for the Spare Substation Transformer Project and activities related to the procurement of substation transformers for other approved projects. On April 2, 2025, the City of Roseville adopted Resolution No. 25-085, declaring its intention to reimburse expenditures from the proceeds of tax-exempt obligations. This action does not obligate Roseville to issue bonds, but preserves the right to recover previously spent funds through a future bond issuance.

FISCAL IMPACT
Council approval of the Ordinance will result in a budget adjustment to establish the FY2024-25 budget authority for the new Capital Improvement Project – Spare Substation Transformer in the amount of $3,000,000. The contract purchase agreement total spending authority for the initial contract period and optional renewal years through June 30, 2029, is a not-to-exceed amount of $15,000,000. These materials are purchased on an as-needed basis; there are no guaranteed spend amounts. Funding for the recommended budget adjustment is from available resources in the Electric Fund. Future year funding will be included in proposed department budgets and contingent upon Council approval of budgets.

The intent to reimburse action declared in Resolution No. 25-085 only states the intention that any expenditure can be reimbursed from bond proceeds if the City chooses to move forward with issuing debt associated with the Spare Substation Transformer Project or activities related to the procurement of substation transformers for other approved projects. This action does not obligate the City to issue bonds, but preserves the right to recover previously spent funds through a future bond issuance.

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 purchase of substation power transformers meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services
Respectfully Submitted,
Ozro Corulli, Senior Power Engineer
Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Resolution 25-220

2. Contract Purchase Agreement

3. Ordinance 6964
REVIEWERS:

Ozro Corulli, Electric Department - Engineering Created/Initiated - 5/28/2025 Chris Porter, Electric Department - Engineering Approved - 5/29/2025 Shawn Matchim, Electric Department - All Approved - 5/29/2025 Daniel Beans, Electric Department - All Approved - 5/29/2025 Gretchen Hakala, City Attorney Department Approved - 6/9/2025 Katrina Six, City Clerk Department Approved - 6/9/2025
Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/9/2025 Michelle Sheidenberger, City Attorney Department Approved - 6/10/2025 Dominick Casey, City Clerk Department Approved - 6/11/2025 Katrina Six, City Clerk Department Final Approval - 6/11/2025

RESOLUTION NO. 25-220

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND GE-PROLEC TRANSFORMERS, INC., AND AUTHORIZING THE

CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a contract purchase agreement (3004654) to provide substation power transformers, by and between the City of Roseville and GE-Prolec Transformers, 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 the City Manager is authorized to execute it on behalf of the City of Roseville, pending receipt and approval of the bonds by the City Attorneys office.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute four (4) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

Contract Purchase Agreement 3004654
Supplier Details:

Company GE-Prolec Transformers Inc
Contact Brandon Kanty
Address 7000 West Bert Kouns Industrial Loop
Shreveport, LA 71129
Submit your response to:

Company City of Roseville
Contact Sue Jessup
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1107
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

Return signed copies of the agreement to the Buyer noted on the agreement. Alterations or modifications to the agreement are not allowed. Upon receipt of all necessary documents, the City will sign the agreement and return a fully executed copy to you. Receipt of the signed copy will be your notice to proceed with the work in accordance with the terms and conditions of the agreement. Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Sole proprietorship - By owner
Partnership - Any general partner
Corporation - Two options:
(1) A signature from the President and the corporate seal; OR (2) One signature from the Chairman of the Board, President, or any Vice President AND one signature from the Secretary, any Assistant Secretary, Chief Financial Officer, or any Treasurer or Assistant Treasurer of the corporation
*General Manager, Office Manager and/or Sales Manager are not corporate officer titles. The agreement will be rejected if not signed in accordance with these guidelines.

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1

Contract Purchase Agreement 3004654
Agreement 3004654
Agreement Date 06-JUN-2025
Revision 0
Agreement Amount 7,040,300.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier GE-Prolec Transformers Inc
7000 West Bert Kouns Industrial Loop
Shreveport, LA 71129
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(925) 989-4937
()
[email protected]
Description of
Labor,
equipment
and/or materials

THE SERVICES CALLED FOR UNDER CITY OF ROSEVILLE REQUEST FOR PROPOSAL #07-102 TITLED "SUBSTATION POWER TRANSFORMERS - 60KV/12. 47KV" AND CONTRACTOR'S PROPOSAL THERETO DATED 4/11/2025 (HEREINAFTER "PROPOSAL"). THE TERMS AND SCOPE OF WORK OF CITY OF ROSEVILLE REQUEST FOR PROPOSAL #07-102, THE ATTACHED BREAKDOWN

OF UNITS AND TOTALS, AND THE NEGOTIATED CONTRACTOR'S PROPOSAL

ARE HEREIN MADE PART OF THIS SERVICE AGREEMENT AND FULLY INCORPORATED BY REFERENCE. IN THE EVENT OF ANY CONFLICTS OR

INCONSISTENCIES BETWEEN THE CITY'S TERMS AND GE'S TERMS, GE'S TERMS WILL PREVAIL AND BE USED.

START DATE: EXECUTED AGREEMENT
END DATE: 12/31/2025
UNIT 1: 46MVA     REQUESTED DELIVERY Q4 2026
UNIT 2: 46MVA     REQUESTED DELIVERY Q4 2026
UNIT 3: 46MVA     REQUESTED DELIVERY Q1 2028
PLEASE CONTACT OJ CORULLI IN THE ELECTRIC DEPARTMENT AT (916) 774 5586 OR [email protected] FOR QUESTIONS REGARDING THIS AGREEMENT.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 16540 Net 30 Freight on Board at the origin Destination Best Method Start Date End Date Confirm To
Sue Jessup Phone 1-916-746-1107
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2

Contract Purchase Agreement 3004654

Contract Terms and Conditions

1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Contractor's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the upmost importance of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

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

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

8. Unless notified to the contrary, in writing, the City assumes that the Contractor has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement.

9. All fair employment practices must be adhered to. In addition, if the project referenced on this service agreement is a Public Works project, for onsite field assembly and installation work performed in California, all prevailing wage laws must be complied with. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir. ca.gov/dlsr/DPreWageDetermination.htm. In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable. Notwithstanding the foregoing, prevailing wage laws, certified payroll submission, and posting requirements under California Labor Code Section 1773.2 shall not apply to work performed outside the State of California, including but not limited to manufacturing of equipment in Mexico.

10. Seller's insurance obligations are set forth in Section 9 (Insurance) of Terms and Conditions for Sale of Products and Services Form PGE2023. Seller shall provide a 3

Contract Purchase Agreement 3004654

certificate of insurance upon request

11. Contractor shall comply with all federal, state, and local laws and ordinances, including but not limited to the City's storm water regulations, as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. Refer to www.roseville. ca.us/stormwater for links to more information on the City's storm water regulations.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement or the terms of Seller's Terms and Conditions for Sale of Products and Services Form PGE2023 shall govern and prevail, followed by the terms of this Agreement.

13. 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 by facsimile transmission or by email 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 facsimile or ".pdf" signature page were an original hereof.

14. 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 litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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

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

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. If the project referenced on this agreement is a Public Works project, then the following shall apply to work performed in the State of California, but does not apply to work performed outside California, including manufacturing of the equipment: 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 monitoring and enforcement by the Department of Industrial Relations.

19. Vehicles with a gross vehicle weight rating (GVWR) greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions and air pollutants. For more information, visit the CARB Advanced Clean Fleet webpage at https://ww2.arb.ca. 4

Contract Purchase Agreement 3004654

gov/our-work/programs/advanced-clean-fleets.

20. Contractor/consultant's duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

21. 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 received prior to acceptance of the work.

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

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at:
https://www.roseville.ca.us/government/departments/city_clerk/transparency/levine_act.

24. 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.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS
5

Contract Purchase Agreement 3004654

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:____
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
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
6

Contract Purchase Agreement 3004654
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 certificate 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 7

Contract Purchase Agreement 3004654

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

In-Use Off-Road Diesel-Fueled Fleets Regulation
1) Will vehicles subject to Cal. Code Regs., tit. 13, §§ 2449 et seq. be used for the project? This includes, but is not limited to:
a) Vehicles with a diesel-fueled or alternative diesel fueled off-road compressionignition engine with maximum power (max hp) of 25 horsepower (hp) or greater provided that the vehicle cannot be registered and driven safely on-road or was not designed to be driven on-road, even if it has been modified so that it can be driven safely on-road
b) Workover rigs
c) Certain two-engine vehicles
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a valid Certificate of Reported Compliance to the City as provided in Cal. Code Regs., tit. 13, § 2449(n).

Advanced Clean Fleets Regulation
Pursuant to Cal. Code Regs., tit. 13, § 2013(i)(1), the Contractor shall submit to the City a document evidencing that it is listed on the CARB Advanced Clean Fleets webpage as a compliant fleet OR a signed statement stating that it is not subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6.

The High Priority Fleets regulation applies to, without limitation, entities with more than $50 million in gross annual revenues and/or which own, operate, or direct the operation of 50 or more vehicles in the total fleet.
1) Is the Contractor subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6?
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a document evidencing that you are listed on the CARB Advanced Clean Fleets webpage as a compliant fleet.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC
8

Contract Purchase Agreement 3004654
Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 9

BREAKDOWN OF UNITS AND TOTALS
46MVA Unit 1: Requested delivery - End of 2026
Item 2C: 46.7MVA Transformer $2,003,100
Freight $126,900
Rigging/Offloading $45,700
Installation $66,500

ADDERS/SPARE PARTS
Qty 1 - HV bushing $6,900.00 each
Qty 1 - One (1) LV bushing $7,400.00 each
Qty 1 - Gaskets $3,000.00 per set
Qty 1 - Fan $600.00 per unit
Factory SFRA Testing (shipping configuration or fully assembled) $10,000.00 per test Field SFRA Testing (shipping configuration or fully assembled on pad) done in conjunction with initial inspection/field service mobilization $10,000.00 per test
Total $2,280,100
46MVA Unit 2: Requested delivery - End of 2026
Item 2C: 46.7MVA Transformer $2,003,100
Freight $126,900
Rigging/Offloading $45,700
Installation $66,500

ADDERS/SPARE PARTS
Qty 1 - HV bushing $6,900.00 each
Qty 1 - One (1) LV bushing $7,400.00 each
Qty 1 - Gaskets $3,000.00 per set
Qty 1 - Fan $600.00 per unit
Factory SFRA Testing (shipping configuration or fully assembled) $10,000.00 per test Field SFRA Testing (shipping configuration or fully assembled on pad) done in conjunction with initial inspection/field service mobilization $10,000.00 per test
Total $2,280,100
46MVA Unit 3: Requested delivery – Beginning of 2028
Item 2C: 46.7MVA Transformer $2,003,100
Freight $126,900
Rigging/Offloading $45,700
Installation $66,500

ADDERS/SPARE PARTS
Qty 1 - HV bushing $6,900.00 each
Qty 1 - One (1) LV bushing $7,400.00 each
Qty 1 - Gaskets $3,000.00 per set
Qty 1 - Fan $600.00 per unit
Factory SFRA Testing (shipping configuration or fully assembled) $10,000.00 per test Field SFRA Testing (shipping configuration or fully assembled on pad) done in conjunction with initial inspection/field service mobilization $10,000.00 per test
Total $2,280,100
Bonding
50% performance and payment bond $200,000
Grand Total $7,040,300
(Excluding Tax, Escalation, & Tariffs)

City of Roseville
Prolec GE Quotation Q-00024070 (250109)
REV. DESCRIPTION CREATED BY DATE
0 Proposal for item 2C. Neyda Alvarez 01-30-2025
1 Updated proposal Neyda Alvarez 03-03-2025
2 Updated proposal. Neyda Alvarez 04-11-2025

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
2 TABLE OF CONTENTS

1. TEAM CONTACT INFORMATION ................................................................................................................................ 3

2. QUOTE SUMMARY ..................................................................................................................................................... 3

3. ADDERS/SPARE PARTS ............................................................................................................................................... 5

4. DEDUCTS .................................................................................................................................................................... 5

5. PRICE & PAYMENT TERMS POLICY............................................................................................................................. 6

6. DRAWINGS ................................................................................................................................................................. 6

7. MINERAL OIL .............................................................................................................................................................. 7

8. SHIPMENT & DELIVERY .............................................................................................................................................. 7

9. WARRANTY VALIDATION / FIELD SERVICE................................................................................................................. 7

10. TERMS & CONDITIONS............................................................................................................................................... 8

11. WARRANTY ................................................................................................................................................................ 8

12. COMMERCIAL NOTES & COMMENTS ........................................................................................................................ 8

13. COMMERCIAL EXCEPTIONS........................................................................................................................................ 8

14. TECHNICAL NOTES & COMMENTS ............................................................................................................................. 9

15. TECHNICAL EXCEPTIONS ..........................................................................................................................................10

16. AWARD OF CONTRACT.............................................................................................................................................10

17. VALIDITY...................................................................................................................................................................10

18. ENCLOSURES ............................................................................................................................................................11

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
3 Prolec GE Quotation
City of Roseville
Roseville, CA
Inquiry Q-00024070 (250109)
Quote Number Q-00024070 (250109)
Specification Document(s) RFP 07-102 - Substation Power Transformers (1)

1. TEAM CONTACT INFORMATION
Channel Partner
Brandon Kanty
Isberg Nott Company
925 989 4937
[email protected]
GE Key Account Manager
Diego Villamizar
858 859 7754
[email protected]
Sales Engineer
Neyda Alvarez
GE Prolec
+52 80 30 22 07
[email protected]
ergy
Product Sales Specialist
Patrick Yan
GE Grid Solutions
503 830 8712
[email protected]

2. QUOTE SUMMARY
The following prices are effective for all transformers shipping as per quoted lead time.

Item General
Description
Qty Shipment
Method
Ship
Dry
or
Full
Transformer
Net Price
(Ex-Works)
Freight Rigging/
Offload
Installation
(The base
price for the
Installation
Service will
be adjusted
according
to the
Exhibit G.)
Extended
Price
*Tariff
(Ext.

Estimated
1B Oil Immersed
Type: SUB
MVA: 15/20/28
MVA
HV: 60 kV Delta
Connection
LV: 12.47 kV Wye
Connection with
LTC
1 Truck Dry $ 1,575,300 $ 83,700 $ 24,000 $ 60,300 $ 1,743,300 Price is
variable and
will be
subject to an
adjustment
according to
the Exhibit G.
$ 393,825
2C Oil Immersed
Type: SUB
MVA: 28/37.3/46.7
MVA
HV: 60 kV Delta
Connection
LV: 12.47 kV Wye
Connection with
LTC
2 Truck Dry $ 2,003,100
EACH
$ 126,900
EACH
$ 45,700
EACH
$ 66,500
EACH
$ 2,242,200
EACH
Price is
variable and
will be
subject to an
adjustment
according to
the Exhibit G.
$ 500,775
EACH

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
4 *Tariff/Duties Transformer Price item(s) above is exclusive of any sales, use, excise or any other taxes or duties including but not limited to import duties and tariffs imposed by the US
Government regardless of time of enactment. If any such taxes, duties or tariffs are applicable, Buyer is responsible for payment thereof either through direct deposit or
reimbursement to Seller if it incurs in the payment thereof.

The estimated value amount is equivalent to 25% of
the transformer price as listed in the table above and
may vary upon shipment.

Ship To
Destination
Roseville, CA
Ship To Location To Be Determined
If the Ship To Location is not known as of the bid
issue date, then the quoted freight and rigging costs
may be subject to adjustment based upon final
delivery location.

Unit Price adder for heavy hauling from the port siding to the final destination and off-loading to the substation pad.

Unit price adder to deliver this transformer DDP (Incoterms 2010) nearest the final destination.

Shipment Lead
Time*
Unit #1 (item 1B): SF 37 2026
Unit #1 (item 2C): SF 38 2026
Unit #2 (item 2C): SF 39 2026
Subject to a PO NLT April 18th, 2025.

Please consult the Channel Partner, GE KAM/Application
Engineer or Product Sales Specialist identified in the
CONTACT INFORMATION shown in this quotation if an
alternate lead time is preferred.
*Additional capacity may be available with earlier lead times at our Canoas, BR or Waukesha, USA facilities.

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
5 •Field Assembly,
Vacuum Fill and
Test*
Price does not include Union Labor.

The price is valid if service is performed no later than three (3) months after the transformer shipment date. If performed later a price adjustment will apply
Hot Oil Circulation — If the transformer is assembled during a temperature below 10°C/50°F, hot oil circulation will be required.

Hot oil circulation is not included in the proposed assembly process.

If hot oil circulation is required, there will be an additional charge for this service. We estimate the price to be $20,000.00 USD but GE PROLEC will provide the actual price at the time the service is provided

3. ADDERS/SPARE PARTS
Item 1B
• One (1) HV bushing $6,900.00 each
• One (1) LV bushing $6,200.00 each
• One (1) LV Neutral bushing $6,200.00 each
• Gaskets $3,000.00 per set
• Fan $600.00 per unit
Item 2C
• One (1) HV bushing $6,900.00 each
• One (1) LV bushing $7,400.00 each
• One (1) LV Neutral bushing $7,400.00 each
• Gaskets $3,000.00 per set
• Fan $600.00 per unit
Both Items
• Warranty Validation / Field Service Supervision $11,000.00 per unit o The customer shall purchase the warranty validation, or the field installation of the transformer o The buyer shall notify to Prolec 15 days prior the installation start date to perform the warranty validation service • Factory SFRA Testing (shipping configuration or fully assembled) $10,000.00 per test • Field SFRA Testing (shipping configuration or fully assembled on pad) o Done in conjunction with initial inspection/field service mobilization $10,000.00 per test o Standalone mobilization $20,000.00 per test
• Seismic withstand certification by a certified engineer $35,000.00 per test Customer requested Adders shall be added to the Transformer Price and they shall be payable in accordance with agreed upon Payment Terms unless otherwise stated by Prolec GE in writing.

4. DEDUCTS

NOT APPLICABLE
Customer requested Adders and Deducts shall be added to or deducted from the Transformer Price, and they shall be payable in accordance with agreed upon Payment Terms unless otherwise stated by Prolec GE in writing.

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
6 5. PRICE & PAYMENT TERMS POLICY

PRICE POLICY
Price Adjustment Policy
See Exhibit ‘G’.

Note 1: The Quoted Item Price(s) does not include sales, use, excise or any other taxes. Any taxes imposed shall be the responsibility of customer and will be invoiced accordingly, unless GE Prolec is presented with a valid exemption certificate.

Note 2: Pricing may be subject to additional price adjustment to reflect direct and/or indirect effects of a government-imposed tax or duty, such as tariffs, that a government may impose on imports or exported goods. If additional adjustment(s) applies, it will be made one (1) month prior shipment.

Price Adjustment Methodology:

At the time of final invoicing, GE Prolec will provide an updated selling price based upon the percentage content of affected commodity or component and applied to the transformer price. The final selling price will be adjusted with the final price adjustment calculation being provided in advance of shipment and applied to the last invoice.

PAYMENT TERMS & MILESTONES Payment milestones, subject to credit approval, are as follows:
• 10% to be invoiced at time of Order Acknowledgement
• 40% to be invoiced at Approval Drawing Submittal
• 40% to be invoiced at time of Release to Manufacturing • 10% to be invoiced at Delivery
Note: All payments are Due Net 30 days from date of invoice.

LATE PAYMENT POLICY
If payment is more than 10 days past the due date of the applicable invoice, Prolec GE may:

1. Charge interest of 1½% per month of the unpaid balance or the maximum amount permitted by law, whichever is less, and/or;

2. Withhold shipment of the affected Transformer until Customer is current on all payment obligations as set forth under the applicable Purchase Order, for the avoidance of doubt, any delay in shipment due to Customer’s late payment shall be credited to Prolec GE in regards to the calculation of any liquidated damages. Any additional costs incurred due to postponed shipment under this section shall be the responsibility of Customer.

6. DRAWINGS
Our standard approval drawings will be mailed up to 38 weeks after receipt of the order or 44 weeks before shipment date, whichever is later.

Please contact the Application Engineer if an earlier date is required. Quoted Shipment Lead Time includes 2 weeks for customer to review and return approval drawings.

For orders requiring drawing approval, a release to immediately proceed with production must be returned to GE Prolec within 2 weeks after drawing submittal to maintain scheduled date(s). If Purchaser fails to provide a response within ten (10) days, the submittal shall be deemed approved. (SEE Exhibit F for more details)

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
7 7. INSULATING OIL
Items 1B & 2C
MINERAL OIL Mineral Oil is included in the quoted transformer price. If mineral oil is shipped separately, pricing includes shipment/delivery of the oil within sixty (60) days of shipment of the transformer. After that date, any additional costs will be charged to the customer, including demurrage.

8. SHIPMENT & DELIVERY
The above quoted transformer(s) will be shipped dry air by truck to your specified site/pad, unless otherwise agreed to by the Parties.

Quoted freight and rigging prices are based on the delivery location and site conditions known as of the bid issue date and based upon the free access required for GE Prolec to unload the equipment without obstruction. Prices are subject to adjustment, including but not limited to demurrage costs, to the extent that there are changes to the delivery location, the delivery location’s transportation route, or the site conditions (“Conditions”) that would complicate the movement of the transformer(s).

Such Conditions that would complicate the movement of the transformer(s), include, but are not limited to: lack of existing roads; impassable conditions; extreme grade or any other condition that would prevent GE Prolec from delivering to the specified site with a single crane lift; if clearance is not available due to highway construction; changes in state regulations; changes in bridge limitations; needed repairs to, but not limited to, roadway, delivery site access, or railways (customer or non-customer owned); obstructions such as existing fencing, or removal or reinstallation of any overhead or adjacent structures; insufficiently compacted soil (necessitating matting); oil containment pits or dikes around pad; debris or other condition beyond GE Prolec’s control or unknown at the time of bid.

Any additional costs associated with such Conditions will be charged to the customer.

Customer shall, at its own cost and expense, warrant free and clear access within the delivery site for purposes of GE Prolec’s ability to perform its obligations under this Contract including but not limited to delivery and warranty repairs.

Customer acknowledges that the use of non-routine rail routes, which may include the requirement to use special trains, may not be known at the time of quote, and any additional cost will be charged to the customer.

If any Products to be delivered under this Contract or if any Buyer equipment repaired at Seller’s facilities cannot be shipped to or received by Buyer or end user, in accordance with the contractual schedule, when ready, due to any cause attributable to Buyer, its other contractors or the end user, Seller may ship the products to a storage facility including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places products into storage, the following apply: (i) title and risk of loss immediately pass to Purchaser, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) Seller will be entitled to invoice the Purchaser the costs of transportation to and rigging into the storage facilities, the costs of transportation from and rigging out of the storage facilities, the costs of the railcar or other materials required to store the equipment, plus a lumpsum amount of no less than 1.0% of the Contract Price per day of storage with a minimum of USD 1,500 (fifteen hundred United States Dollars). Invoices shall be monthly, beginning at the end of the first month of storage until the shipment of the Products can be made; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make products available to Purchaser for delivery.

9. WARRANTY VALIDATION / FIELD SERVICE
Field Services shall be identified as an ADDER, except Services as described here. Warranty Validation / Field Service (“Field Services”) aren’t included in the quoted transformer price. Field Services standard work scope is included as an attachment. Quoted Field Service prices are based on free access to the site required to perform the field services and on the anticipated schedule with a single trip to the site. Quoted Field Service prices do not include any site specific or customer required access and/or safety training, any special

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
8 and/or site-specific safety, PPE or environmental requirements, use of union labor or any local Sales or Use tax. Any additional direct costs associated with deviations from the proposed field service schedule will be charged to the Customer on a time and material basis.

Any Field Service offered in this quote, either as part of the quoted price or which can be elected as an adder, shall be subject to the terms of purchase of the transformer. In no event shall GE Prolec have any obligation to identify, correct, abate, clean up, control, or remove from customer’s premises any toxic or hazardous material.

10.TERMS & CONDITIONS
The enclosed GE Prolec - Terms and Conditions of Sale – For the Purchase of Transformer, Stand-Alone Services and Components are an integral part of this offer, and shall apply except as otherwise agreed to in writing by an authorized employee of GE Prolec Alternate Terms and Conditions are subject to negotiation.

Seller shall in no event be liable for any indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability, or contract. Under no circumstances shall Seller’s liability to Buyer exceed the contract price for the specific goods and services upon which the claim is based. Any action for breach of contract or otherwise must be commenced within one year after the cause of action has accrued.

After execution of a Purchase Order, should the United States of America or any state or local government authority impose any new tariff, legislation, regulation, or other remedy related to commodities or inputs affecting the work, the parties agree to equitably adjust the pricing under such Purchase Order as necessary to account for the financial effects or other direct or indirect effects of any such remedy that cannot be reasonably avoided by either party. Any adjustment subject to this clause will be reflected on the final invoice.

GE Prolec reserves the right to correct clerical and administrative errors in this quotation, and other related documents.

Liquidated Damages — Seller does not consider acceptance of any liquidated damages amount or rate for this proposal, unless if it is expressly negotiated and accepted between customer and seller.

11.WARRANTY
The above transformer is quoted with the GE Prolec Five Year Power Transformer Warranty in lieu of all others specified, expressed or implied. To qualify for the Five-Year Warranty, a GE Prolec Service representative must be present at the time the transformer is dressed out.

In addition to the above, full compliance to the GE Prolec Instruction Manual is required to validate the warranty. A complete Instruction Manual is provided in the control box of every GE Prolec Power Transformer.

CUSTOMER ACKNOWLEDGES THAT THIS WARRANTY MAY BE DEEMED VOID BY GE PROLEC UNTIL PAYMENT IS

RECEIVED IN FULL FOR ALL UNDISPUTED INVOICES RELATED TO THE TRANSFORMER, STORAGE OF THE TRANSFORMER, AND ANY RELATED SERVICES.

12.COMMERCIAL NOTES & COMMENTS

1. See attached Cancellation / Delay Policy.

2. Storage is not included in this proposal, if required, shall be at the risk and expense of the customer. Contract changes shall apply accordingly to reflect new INCOTERMS delivery condition. Storage services shall be negotiated through a separate contract.

13.COMMERCIAL EXCEPTIONS

1. N/A

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
9 14.TECHNICAL NOTES & COMMENTS
Both Items

1. This proposal is based on the information provided in the Request for Quote documentation (RFQ) and, if applicable, any addendum to the RFQ received prior to proposal submittal and GE Prolec has no responsibility or liability for any information contained in the foregoing documents. Customer requested changes after proposal submittal or at the time of order placement will be subject to commercial and technical review and acceptance by GE Prolec. Acceptable impacts to scope, schedule, or cost may require a GE Prolec Change Order Request Proposal. Implementation of the mutually agreed upon changes will commence after written acceptance by the Customer.

2. For units shipping Twenty-Four (24) months after approval drawing submittal, GE Prolec may require design changes to ensure compliance with current industry, customer, or manufacturer standards, as well as available components. If applicable, these design changes, and potential cost impacts, will be reviewed with the customer by the project manager at time of manufacturing.

Item 1B

3. If transformers need to be certified for seismic withstand by a professional a cost adder of $35,000 USD per unit will apply.

4. We provide maximum burr of core steel material = 0.0008 in

5. We offer dennison paper 32HCC as equivalent insted of 22HCC

6. The Low Voltage tap winding is of helical construction and is wound on a separate cylinder. It is wound with two parallel sections which are tapped as required. The tapping arrangement is symmetrical about the magnetic and electrical center of the windings to ensure uniform voltage stresses and short circuit forces.

7. We do NOT offer removable hold-down clamping plates (anchorage pads) type design. We offer welded type design.

8. This proposal does not include off-load tap changer for HV winding, only automatic load tap changer for LV winding

9. We offer Ergon Hyvolt II or similar inhibited type II mineral oil.

10. We will supply the manufacturer's test report only.

11. We offer ball or globe valves instead of gate valves. GE Prolec recommends the use of ball or globe valves on the drain, fill or bypass for Power transformer’s applications due to the high reliability to provide leak-free service.

12. We are NOT including On-line Gas-in-oil Monitor in this proposal, if the customer requires it an cost adder will apply. We are considering provision for future instalation only.

13. The partial discharge values for the dielectric test will be according to IEEE STD C57.12.00 and C57.12.90-Tests

14. We are considering the following gas in oil limits at standard temperature test and without overloading, (For overload condition we do not guaranteed any values) :Hydrogen: 10 ppm, Methane 2 PPM, Ethane 1 PPM, Ethylene ND/0.5 PPM, Acetylene ND/0.1 PPM, Carbon Mono-oxide 20 ppm, Carbon Dioxide 200 ppm.

15. Short circuit test reports or tests are not included in this proposal.

16. Paint, finish & coating per GE Prolec Standard. See Exhibit C.

Item 2C

17. If transformers need to be certified for seismic withstand by a professional a cost adder of $35,000 USD per unit will apply.

18. We provide a maximum burr of core steel material = 0.0008 in.

19. We offer Dennison paper 32HCC as equivalent instead of 22HCC.

20. We do NOT offer removable hold-down clamping plates (anchorage pads) type design. We offer welded type design.

21. This proposal does not include off-load tap changer for HV winding, only automatic load tap changer for LV winding.

22. We offer Ergon Hyvolt II or similar inhibited type II mineral oil.

23. We will supply the manufacturer's test report only.

24. We offer ball or globe valves instead of gate valves. GE Prolec recommends the use of ball or globe valves on the drain, fill or bypass for Power transformer’s applications due to the high reliability to provide leak-free service.

25. We are NOT including On-line Gas-in-oil Moniot in this proposal, if the customer requires it a cost adder will apply. We are considering provision for future installation only.

26. The partial discharge values for the dielectric test will be according to IEEE STD C57.12.00 and C57.12.90-Tests.

27. We are considering the following gas in oil limits at standard temperature test and without overloading, (For overload condition we do not guarantee any values): Hydrogen: 10 ppm, Methane 2 PPM, Ethane 1 PPM, Ethylene ND/0.5 PPM, Acetylene ND/0.1 PPM, Carbon Mono-oxide 20 ppm, Carbon Dioxide 200 ppm.

28. Short circuit test reports or tests are not included in this proposal.

29. Paint, finish & coating per GE Prolec Standard. See Exhibit C.

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
10 30. Refer to our technical proposal sheet for accommodate arranggement locations of accesories, weights, oil galons and dimensions offered.

15.TECHNICAL EXCEPTIONS
Both Items

1. Supply chain constraints may require GE Prolec to procure equivalent components/materials from alternate sources not listed in your specification.

Item 1B

2. Preliminary, we do not including Surge Arresters in this offer. Therefore only brackets for support will be provided.

3. We do NOT offer flat base. We offer a base reinforced with channel, desinged for rolling or skidding.

4. We do not furnish anchor bolts since those are not part of transformer scope.

5. We do NOT furnish Aluminum tubing 3" IPS schedule 80 ( #6063-T6) neither adjustable flexible angle connector type AVLS30H-15- L since those are not part of transformer scope.

6. We take exception for API 607 requirment on the valves.

7. We take exception of paragraph "23 Test on insulating oil". We will supply the manufacturer's test report only.

Item 2C

8. We can NOT meet sound level requirement. We offer 61/62/64 dbA @ ONAN/ONAF/ONAF.

9. We do not include Surge Arresters in this proposal. Therefore, only brackets for support will be provided.

10. We do NOT offer flat base. We offer a base reinforced with channel, designed for rolling or skidding.

11. We do not furnish anchor bolts since those are not part of transformer scope.

12. We do NOT furnish Aluminum tubing 3" IPS schedule 80 (#6063-T6) neither adjustable flexible angle connector type AVLS30H-15- L since those are not part of transformer scope.

13. We take exception for API 607 requirement on the valves.

14. We take exception of paragraph "23 Test on insulating oil". We will supply the manufacturer's test report only.

16.AWARD OF CONTRACT
In the event that the transformer contract is awarded to GE Prolec, please provide the following text on the purchase order to help expedite order processing: Unit(s) will be Designed, Manufactured, Tested, Shipped, Sold and Invoiced in accordance with GE Prolec Quotation Q-00024070 (250109), dated Apr-11-2025.

Buyer expressly acknowledges that the Item Prices set forth herein are exclusive of any sales, use, excise or any other taxes or duties including but not limited to import duties and tariffs imposed by the US Government regardless of time of enactment. If any such taxes, duties or tariffs are applicable, Buyer is responsible for payment thereof either through direct deposit or reimbursement to Seller if it incurs in the payment thereof. This language takes precedence over any other language set forth in this Purchase Order or any contractual documents applicable hereto.

17. VALIDITY
This bid will remain in effect for 30 days unless changed in the interim by written notice from GE Prolec. Extensions to the 30-day validity may be considered, as required, to facilitate the order process.

Prepared By:

GE Prolec
Neyda Alvarez
Sales Engineer

Quotation # Q-00024070 (250109)
APR-11-2025
Confidential and Proprietary
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc., except as required pursuant to law and the California Public Records Act set forth in California Government Code section 7920 et seq.
© 2024 Prolec GE. All Rights Reserved.
11 18.ENCLOSURES
Exhibit A – Data Sheet (item 250109-1B)
Exhibit B – Preliminary Outline Drawing (item 250109-1B) Exhibit A – Data Sheet (item 250109-2C)
Exhibit B – Preliminary Outline Drawing (item 250109-2C) Exhibit C – Painting Scheme C5
Exhibit D – Terms & Conditions
Exhibit E – Dry Air Installation Services
Exhibit F – Submittals
Exhibit G – Price Adjustment Policy
Exhibit H – Cancellation Policy

ISO 9001 CERTIFIED
Form 3.2.1-D Rev. 0

TECHNICAL PROPOSAL INFORMATION
Customer: CITY OF ROSEVILLE CALIFORNIA Date: 10/02/24
Proposal No: Spec No: RFP 07-102 - SUBSTATION POWER
TRANSFORMERS (1)
Item No: 2501091/B
RATING
Type Transformer Class H Winding X Winding Y Winding
Phase 3 60 Delta kV 12.47 Wye kV - kV
Hertz 60 ONAN 15,000 KVA 15,000 KVA - KVA
Temp Rise 60 °C ONAF 20,000 KVA 20,000 KVA - KVA
Insul Liquid Oil Type II(inhibited) ONAF 28,000 KVA 28,000 KVA - KVA ONAF-65 - KVA - KVA - KVA

ADDITIONAL TAP VOLTAGES
H Winding (Kv) - -
X Winding (Kv) ± 16 of 0.625 % LTC - FCBN
- -

CONNECTIONS FOR OPERATION
Transformers in Bank To Transformer From Phase Connected To Transformer To Phase Connected - - - - - - -

PERFORMANCE BASED

ON A LOADING OF
H Winding 60.0 kV 15.0 MVA
X Winding 12.47 kV 15.0 MVA
Y Winding - kV - MVA
- - - --
- - - --

DIELECTRIC TESTS
Applied Voltage H Winding 140 kV
(To other wind- X Winding 34 kV
ing and ground) Y Winding - kV
Induced One Hour 63 kV
Voltage Enh 7200cy 81 kV

INSULATION LEVELS
Basic Lightning Impulse (kV) ITEMS
Winding Bushing
H Line 350 350
H neutral - -
X line 110 150
X neutral 110 150
Y line - -
PERFORMANCE DATA, Based on 75 C Reference Temperature, 15 MVA Altitude: 1000 Mts.

Exciting Current Losses (KW) Regulation
Excitation % Ex No Load Losses (20°C) Load Losses Total Losses Power Factor % Regulation 100% .15 10 50 60 0.80 4.930
110% .205 11.7 * 50 61.7 * 1.0 0.614
- - * Not Guaranteed - -

AUXILIARY (COOLING) LOSSES
Transformer KVA Class KWatts Loss
15,000 - ONAN 0
20,000 - ONAF 1
28,000 - ONAF 1.5
- - - -
- - - -
Average Sound Level 57/59/60 dB ONAN/ONAF/ONAF

PERCENT IMPEDANCE VOLTS
Between At % IZ Between At
% IZ Windings kVA Zero Windings kVA

7.5 H-X 15,000 7.5* H-X 15,000
* - - * - -
* - - * - -
* APPROXIMATE ONLY, NOT GUARANTEED
EFFICIENCIES ( p.f = 1 ) AT 15 MVA
Load Full Load 3/4 Load 1/2 Load 1/4 Load
% 99.602 99.662 99.701 99.651

MECHANICAL DATA
Not for Construction Purposes
Outline Dwg No: DW_250109B01
Dimensions (Approximate) Ft. (Mts.)
Height (A) 15.7 (4.72)
Width (B) 22.9 (6.98)
Depth (C) 14.8 (4.50)
Height over Cover (D) 11.9 (3.61)
Untanking (Plus slings) (E) 21.4 (6.53)
Shipping Dimensions:Ft W x D x H 17.4 x 9.2 x 12.3
Masses (Approximate) pounds (Kg)
Core and Coils 61,050 (27,690)
Tank and Fittings 48,390 (21,950)
Liquid 4,810 Gal 36,200 (16,420)
Total Mass 145,640 (66,060)
Shipping without OIL 94,410 (42,820)
Shipping with OIL H=14.2´ 125,480 (56,920)
Prepared by: Junior Karin Garza de Anda / Proposal Engineering

ISO 9001 CERTIFIED
Form 3.2.1-D Rev. 0

TECHNICAL PROPOSAL INFORMATION
Customer: CITY OF ROSEVILLE CALIFORNIA Date: 04/01/25
Proposal No: Spec No: RFP 07-102 - SUBSTATION POWER
TRANSFORMERS (1)
Item No: 2501092/C
RATING
Type Transformer Class H Winding X Winding Y Winding
Phase 3 60 Delta kV 12.47 Wye kV - kV
Hertz 60 ONAN 28,000 KVA 28,000 KVA - KVA
Temp Rise 60 °C ONAF 37,300 KVA 37,300 KVA - KVA
Insul Liquid Oil Type II(inhibited) ONAF 46,700 KVA 46,700 KVA - KVA ONAF-65 - KVA - KVA - KVA

ADDITIONAL TAP VOLTAGES
H Winding (Kv) - -
X Winding (Kv) ± 16 of 0.625 % LTC - RCBN
- -

CONNECTIONS FOR OPERATION
Transformers in Bank To Transformer From Phase Connected To Transformer To Phase Connected - - - - - - -

PERFORMANCE BASED

ON A LOADING OF
H Winding 60.0 kV 28.0 MVA
X Winding 12.47 kV 28.0 MVA
Y Winding - kV - MVA
- - - --
- - - --

DIELECTRIC TESTS
Applied Voltage H Winding 140 kV
(To other wind- X Winding 34 kV
ing and ground) Y Winding - kV
Induced One Hour 63 kV
Voltage Enh 7200cy 81 kV

INSULATION LEVELS
Basic Lightning Impulse (kV) ITEMS
Winding Bushing
H Line 350 350
H neutral - -
X line 110 150
X neutral 110 150
Y line - -
PERFORMANCE DATA, Based on 75 C Reference Temperature, 28 MVA Altitude: 1000 Mts.

Exciting Current Losses (KW) Regulation
Excitation % Ex No Load Losses (20°C) Load Losses Total Losses Power Factor % Regulation 100% .119 12.5 126.1 138.6 0.80 9.353
110% .21 15.9 * 126.1 142 * 1.0 1.429
- - * Not Guaranteed - -

AUXILIARY (COOLING) LOSSES
Transformer KVA Class KWatts Loss
28,000 - ONAN 0
37,300 - ONAF 2
46,700 - ONAF 4
- - - -
- - - -
Average Sound Level 61/62/64 dB ONAN/ONAF/ONAF

PERCENT IMPEDANCE VOLTS
Between At % IZ Between At
% IZ Windings kVA Zero Windings kVA
14 H-X 28,000 14* H-X 28,000
* - - * - -
* - - * - -
* APPROXIMATE ONLY, NOT GUARANTEED
EFFICIENCIES ( p.f = 1 ) AT 28 MVA
Load Full Load 3/4 Load 1/2 Load 1/4 Load
% 99.507 99.604 99.687 99.710

MECHANICAL DATA
Not for Construction Purposes
Outline Dwg No: DW_250109C02
Dimensions (Approximate) Ft. (Mts.)
Height (A) 16.0 (4.87)
Width (B) 21.4 (6.53)
Depth (C) 23.3 (7.10)
Height over Cover (D) 12.3 (3.76)
Untanking (Plus slings) (E) 22.2 (6.76)
Shipping Dimensions:Ft W x D x H 21.5 x 11.4 x 12.4
Masses (Approximate) pounds (Kg)
Core and Coils 83,280 (37,780)
Tank and Fittings 70,600 (32,030)
Liquid 8,290 Gal 62,320 (28,270)
Total Mass 216,200 (98,080)
Shipping without OIL 125,180 (56,780)
Shipping with OIL H=14.3´ 179,460 (81,400)
Prepared by: Junior Karin Garza de Anda / Proposal Engineering

Exhibit C
Painting Specification

PAINTING SYSTEM
Exterior
Surface Preparation
TANK AND RADIATORS* (Std. for radiators is galvanized surface coating, if customer requires painted radiators this must be specified at the time of quotation and the painting std is the next)

SHOT BLAST PROCESS
Cleaning Material GL-50
Finish WHITE METAL
*SSPC-SP5 (USA)
*NACE No. 1 (USA)
*SA-3 (SWEDEN)
*1st QUALITY (UK)
PRIMER RICH ZINC EPOXY 2.50 MILS
Technical Information:

Finish Flat
Color Brown
Drying Time @ 25 °C
Contact 1 to 2 hours
To Cover 16 to 24 hours
Drying Time @ 60 °C
Curing 4 hours
Dry Thickness Recommended 2.4 to 3.0 mils
# of Layers Recommended One
Duration of the mix 12 hours @ 25 °C
Resistance to the Temperature 194 °C Dry
FINISH APLIPHATIC POLYURETHANE 2.5 MILS
Technical Information:

Finish Gloss
Color Gray Ansi 70
Drying Time @ 25 °C
Contact 1 to 2 hours
To Cover 24 hours
Drying Time @ 60 °C
Curing 4 hours
# of Layers Recommended Two (1.25 mils each)
Duration of the mix 4 to 6 hours @ 25 °C
Resistance to the Temperature 150 °C Dry
Revision 5 by Luis Bayardo 10/27/98
Revision 6 by Ricardo Bueno 10/ 04/02
Revision 7 by Raymundo Carrasco 2/12/16

Exhibit C
Painting Specification

Interior
Surface Preparation

TANK AND RADIATORS

SHOT BLAST PROCESS
Cleaning Material GL-50
Finish WHITE METAL
*SSPC-SP5 (USA)
*NACE No. 1 (USA)
*SA-3 (SWEDEN)
*1st QUALITY (UK)
FINISH HIGH BUILD T EPOXY 3.00 MILS
Technical Information:

Finish Flat
Color White Metal
Drying Time @ 25 °C
Contact 1 hour
To Cover 18 to 24 hours
Drying Time @ 60 °C
Curing 4 hours
Dry Thickness Recommended 3 to 4 mils
# of Layers Recommended Two
Duration of the mix 8 hours @ 25 °C
Resistance to the Temperature 140 °C Dry

Exhibit C
Painting Specification

Control Cabinet
Interior and exterior paint of the cabinet is Gray ANSI 70 and prepares in the same manner as the exterior main tank process.

All control panels, permanent and swing out type, are painted with same system except the final color is gloss white enamel.

ACCESSORIES

INSIDE THICKNESS (MILS)
+/-5%

OUTSIDE THICKNESS
(MILS) +/-5%
Primer Primer Finish Total
TANK WALL 3 2.5 2.5 5
PROLEC RADIATOR ------- 2.5 2.5 5
TRANTER RADIATOR ------- ------ 3 3
CONTROL CABINET 3 3 2 5
GALVANIZED CONDUIT PIP ------- 1 1 2
* Dry thickness measurement should be according to standard ASTM D 1186 * The average minimum paint thickness is 5 mils or according with customer specification. * The thickness reading has to be performing after the coating paint is dry. * The polyurethane aliphatic finish coating has to be test (measure) after 24 hours of the last paint application.

Terms and Conditions for Sale of Products and Services
Form PGE2023
NOTICE: Sale of any Products or Services is expressly conditioned on Buyer's assent to these Terms and Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No facility entry form shall modify these Terms and Conditions even if signed by Seller’s representative. Any order to perform work and Seller's performance of work shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.

1. Definitions
"Buyer" means the entity to which Seller is providing Products or Services under the Contract. "Contract" means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract. “Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.
“Firmware” means software provided with or embedded in a Product and necessary for the proper functioning of the Product, but excluding software supplied by a third party and software applications licensed separately “Hazardous Materials” means any toxic or hazardous substance, hazardous material, dangerous or hazardous waste, dangerous good, radioactive material, petroleum or petroleum-derived products or by-products, or any other chemical, substance, material or emission, that is regulated, listed or controlled pursuant to any national, state, provincial, or local law, statute, ordinance, directive, regulation or other legal requirement of the United States (“U.S.”) or the country of the Site. “Insolvent/Bankrupt” means that a party is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy, insolvency dissolution or liquidation laws.
“Products” means the equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the Contract.
"Seller" means the entity providing Products or performing Services under the Contract. “Services” means the services Seller has agreed to perform for Buyer under the Contract. "Site" means the premises where Products are used or Services are performed, not including Seller’s premises from which it performs Services.
“Terms and Conditions” means these “Terms and Conditions for Sale of Products and Services”, including any relevant addenda pursuant to Article 18, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

2. Payment

2.1 Buyer shall pay Seller for the Products and Services by paying all invoiced amounts by direct bank transfer in the currency specified by Seller in the Contract or with cheque delivered to the Seller’s payment address set forth in the Contract, without set-off for any payment from Seller not due under this Contract, within thirty (30) days from the invoice date. Remittance advice notifying of payment is to be sent to [email protected]. Invoicing and payment shall be in accordance with the Contract. If not otherwise agreed in the Contract, Seller shall issue invoices upon shipment of Products and as Services are performed, or if the Contract Price is U.S. Two Hundred Fifty Thousand Dollars ($250,000) or more, progress payments shall be invoiced starting with twenty-five percent (25%) of the Contract Price for Products and Services upon the earlier of Contract signature or issuance of Seller’s order acknowledgement and conPage 87 of 1881

tinuing such that ninety percent (90%) of the Contract Price for Products is received before the earliest scheduled Product shipment and Services are invoiced as performed (“the Progress Payments”). For each calendar month, or fraction thereof, that payment is late, Buyer shall pay a late payment charge computed at the rate of 1.5% per month on the overdue balance, or the maximum rate permitted by law, whichever is less. If the price is set by the Contract in a currency other than U.S. dollars, references to U.S. dollars in this Section 2.1 shall mean the equivalent amount in the applicable currency. In case of any increase in material or labor costs over the Contract execution period the Seller shall be entitled to get compensated as per the Contract price escalation mechanism specified in the Seller’s offer.

In case the Contract does not comprise a price escalation mechanism and if a Party can demonstrate that the continued performance of its contractual obligations has become excessively onerous due to an event as per Clause 10 (which will include evolution of any event preexisting at the time of signature of the Contract), the Parties are bound, within a reasonable time of written notice by one Party to the other, to negotiate alternative contractual terms or a mitigation plan which reasonably permit the consequences of the event to be mitigated or the restoration of the balance that was pre-existing at the signature of the Contract between the Parties. The Party serving notice under this Clause shall provide the other Party with as much commercially available details of the event or events affecting that Party's contractual obligations, the affected obligations themselves and how and to which extent these events are (and will be) affecting the performance of the Contract. The Parties shall act in the spirit of openness and transparency in this communication within the limits set by applicable antitrust laws and regulations. Where an agreement is reached, the Parties shall start implementing the agreed measures immediately, pending the signature of the relevant amendment to the Contract. In the event the Parties are unable to agree on alternative contractual terms or on a mitigation plan as provided above within fifteen (15) days of the written notice, and in the absence of any other agreement, the Party serving notice under this Clause will be entitled to either suspend its performance of the affected portion of the Contract, or to terminate the Contract, without any liability to the other party. If the Contract is suspended for a period greater than 60 consecutive days by that Party, either Party may terminate the Contract by sending written notice of termination to the other Party. In case of termination of the Contract hereunder, the Parties shall settle their accounts accordingly as if the Contract had been terminated through no fault of the Parties, without prejudice to any Party's right to apply the provisions of Clause 16.2 hereof. To support the prevention of fraud, in the event the Buyer is required to make a payment to a bank account that is not the one expressly agreed in the Contract, the Buyer shall before proceeding with payment request confirmation to the Seller that the bank account identified in the invoice or request for payment is valid. Verification must be anticipated not to lead to any delay in making payment.

2.2 As and if requested by Seller, Buyer shall at its expense establish and keep in force payment security in the form of an irrevocable, unconditional, sight letter of credit or bank guarantee allowing for pro-rata payments as Products are shipped and Services are performed, plus payment of cancellation and termination charges, and all other amounts due from Buyer under the Contract (“Payment Security”). The Payment Security shall be (a) in a form, and issued or confirmed by a bank acceptable to Seller, (b) payable at the counters of such acceptable bank or negotiating bank, (c) opened prior to commencement of work by Seller with respect to development, manufacturing and shipment of Products and at least sixty (60) days prior to commencement of Services, and (d) remain in effect until the latest of ninety (90) days after the last scheduled Product shipment, completion of all Services and Seller’s receipt of the final payment required under the Contract. Buyer shall, at its expense, increase the amount(s), extend the validity period(s) and make other appropriate modifications to any Payment Security within ten (10) days of Seller’s notification that such adjustment is necessary in connection with Buyer’s obligations under the Contract.

2.3 Seller is not required to commence or continue its performance unless and until any required Payment Security is received, operative and in effect and all applicable Progress Payments have been received. For each day of delay in receiving Progress Payments or acceptable Payment Security, Seller shall be entitled to an equitable extension of the schedule and Seller may withhold shipment of the affected Transformer until Buyer is current on all payment obligations as set forth under the applicable Purchase Order. For the avoidance of doubt, any delay in shipment due to Buyer’s late payment shall be credited to Seller in regards to the calculation of any liquidated damages. Any additional costs incurred due to postponed shipment shall also be the responsibility of Buyer. If at any time Seller reasonably determines that Buyer’s financial condition or payment history does not justify continuation of Seller’s performance, Seller shall be entitled to require full or partial payment in advance or otherwise restructure payments, request additional forms of Payment Security, suspend its performance or terminate the Contract.

3. Taxes and Duties
Seller shall be responsible for all corporate taxes measured by net income due to performance of or payment for work under this Contract (“Seller Taxes”). Buyer shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Buyer or Seller or its subcontractors) in relation to the Contract or the performance of or payment for work under the Contract other than Seller Taxes ("Buyer Taxes"). Any Buyer Taxes imposed shall be the responsibility of Buyer and will be invoiced accordingly, unless Seller is presented with a valid exemption certificate. The Contract Price does not include the amount of any Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts so that Seller receives the full Contract Price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes.

4. Deliveries; Title Transfer; Risk of Loss; Storage

4.1 For shipments that do not involve export, including shipments from one European Union (“EU”) country to another EU country, Seller shall deliver Products to Buyer FCA Seller’s facility or warehouse (Incoterms 2020), except to the extent otherwise mutually agreed by the parties and reflected on the applicable Purchase Order. For export shipments, Seller shall deliver Products to Buyer FCA Port of Export (Incoterms 2020). Notwithstanding anything to the contrary, for any importation, Buyer shall be identified as the importer in all applicable documents. Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus up to twenty-five (25%) percent. Partial deliveries are permitted. Seller may deliver Products in advance of the delivery schedule. In case Buyer and Seller agree on different transportation arrangement with cost of freight and delivery to destination included in the Contract Price, Seller will not be responsible for any increase in transportation costs occurring after the Contract signature unless if caused by Seller’s sole negligence, and Seller will be entitled to invoice the Buyer the additional transportation costs it has actually incurred, subject to reasonable justification of such additional costs. Delivery times are approximate and will be confirmed through the acknowledgement of an acceptable Purchase Order. Delivery time and cost are dependent upon prompt receipt by Seller of all information necessary to proceed with the work without interruption. Any additional costs associated with the change in delivery location, with impact from any lack of clear access or resulting from changes in site conditions will be charged to the Buyer. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within ten (10) days after receipt.

4.2 For shipments that do not involve export, title to Products shall pass to Buyer upon delivery in accordance with Section 4.1. For export shipments from a Seller facility or warehouse outside the U.S., title shall pass to Buyer upon delivery in accordance with Section

4.1. For shipments from the U.S. to another country, title shall pass to Buyer immediately after each item departs from the territorial land, seas and overlying airspace of the U.S. The 1982 United Nations Convention of the law of the Sea shall apply to determine the U.S. territorial seas. For all other shipments, title to Products shall pass to Buyer the earlier of (i) the port of export immediately after Products have been cleared for export or (ii) immediately after each item departs from the territorial land, seas and overlying airspace of the sending country. When Buyer arranges the export or intercommunity shipment, Buyer will provide Seller evidence of exportation or intercommunity shipment acceptable to the relevant tax and custom authorities.

4.3 Risk of loss shall pass to Buyer upon delivery pursuant to Section 4.1, except that for export shipments from the U.S., risk of loss shall transfer to Buyer upon title passage.

4.4 If any Products to be delivered under this Contract or if any Buyer equipment repaired at Seller’s facilities cannot be shipped to or received by Buyer or end user when ready due to any cause attributable to Buyer, its other contractors or the end user, Seller may ship the Products and equipment to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places Products or equipment into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) Seller will be entitled to invoice the Buyer the costs of transportation to and rigging into the storage facilities, the costs of transportation from and rigging out of the storage facilities, the costs of the railcar or other materials required to store the equipment, plus a lumpsum amount of no less than 1.0% of the Contract Price per day of storage with a minimum of USD 1,500 (fifteen hundred United States Dollars). Invoices shall be on a monthly basis starting the beginning at the end of the first month of storage until the shipment of the Products can be made ; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make Products and repaired equipment available to Buyer for delivery. If the Contract requires Seller to submit drawings or other documents for approval by Buyer, Buyer shall review and issue its response (either approval or disapproval with reasons for disapproval detailed) within 10 days of Seller’s submittal. If Buyer fails to provide a response within 10 days, the submittal shall be deemed approved.

4.5 If repair Services are to be performed on Buyer’s equipment at Seller’s facility, Buyer shall be responsible for, and shall retain risk of loss of, such equipment at all times, except that Seller shall be responsible for damage to the equipment while at Seller’s facility to the extent such damage is caused by Seller’s negligence.

4.6 Buyer shall, at its own cost and expense, warrant free and clear access within the delivery site for purposes of Seller’s ability to perform its obligations under the Contract including but not limited to delivery and warranty repairs.

5. Warranty

5.1 Seller warrants that Products shall be delivered free from defects in title, and in material and workmanship under normal use and service, and that Services shall be performed in a competent, diligent manner, in accordance with any mutually agreed specifications.

5.2 The warranty for Products shall expire sixty (60) months from first use, or sixty six (66) months from the delivery of the Products to its destination from Seller’s facility whichever occurs first, except that, if developed by Seller, software is warranted for ninety (90) days from delivery. The warranty for Services shall expire twelve (12) months after performance of the Service, except that software-related Services are warranted for ninety (90) days.

5.3 If any part is found to contain defects in material and/or workmanship during the warranty period, Seller’s liability and Buyer’s remedies under this warranty shall be limited solely to repair or replacement, at Seller’s option, of the defective part. Decision on the method and extent of repairs rests solely with Seller. Buyer shall give Seller prompt written notice of any claim hereunder in writing, and in any event prior to expiration of the warranty period. Seller shall be given a reasonable opportunity to investigate all claims, and no Products may be returned to Seller without authorization and instructions from Seller’s Customer Service Department.

Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period. Buyer shall obtain Seller’s agreement on the specifications of any tests it plans to conduct to determine whether a non-conformance exists.

5.4 During the first year, this warranty covers cost for freight by common carrier, to a location for repair as determined by Seller. The warranty also covers the cost of removal from the site and reinstallation after repair. These costs are capped at a maximum of 10% of the original selling price of the unit requiring the repair. Costs of moving structures or associated equipment are excluded. During the last four (4) years, transportation, moving and reinstallation costs are excluded from this warranty.

5.5 To validate the warranty of Power Transformer products, a Seller customer service representative must be present during field assembly, vacuum filling (if required) and inspection of the installation prior to energization. In the event that Power Transformers are relocated, a Seller customer service representative must be present during field re-assembly, vacuum-filling (if required) and inspection of the re-installation prior to re-energization. Buyer forfeits the provisions of this warranty if either of these service requirements is not followed

5.6 The warranties and remedies are conditioned upon (a) proper storage, installation (if not performed by Seller, by properly Sellercertified installers or under the supervision of properly Seller-certified supervisors, if required), use, operation, and maintenance of Products, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification or repair of Products or Services only as authorized by Seller in writing. For this warranty to be valid, Seller requires that all transformer windings shall be protected from surges, including but not limited to arresters mounted on the transformer tank or an insulation coordination study may be required. Failure to meet any such conditions renders the warranty null and void. Seller is not responsible for normal wear and tear or vandalism.

5.7 This Article 5 provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this Article 5 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU

OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.

BUYER ACKNOWLEDGES THAT THIS WARRANTY MAY BE DEEMED VOID BY SELLER UNTIL PAYMENT IS RECEIVED IN FULL FOR ALL UNDISPUTED INVOICES RELATED TO THE PRODUCTS, STORAGE OF THE PRODUCTS, AND ANY RELATED SERVICES.

6. Confidentiality

6.1 Seller and Buyer (as to information disclosed, the “Disclosing Party”) may each provide the other party (as to information received, the “Receiving Party”) with Confidential Information in connection with this Contract. “Confidential Information” means (a) information that is designated in writing as “confidential” or “proprietary” by Disclosing Party at the time of written disclosure, and (b) information that is orally designated as “confidential” or “proprietary” by Disclosing Party at the time of oral or visual disclosure and is confirmed to be “confidential” or “proprietary” in writing within twenty (20) days after the oral or visual disclosure. In addition, prices for Products and Services shall be considered Seller’s Confidential Information.

6.2 Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract and use of Products and Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding these restrictions, (a) Seller may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Contract, (b) a Receiving Party may disclose Confidential Information to its auditors, (c) Buyer may disclose Confidential Information to lenders as necessary for Buyer to secure or retain financing needed to perform its obligations under the Contract, and (d) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Information except to the extent that a specific provision of the Contract entitles Receiving Party to retain an item of Confidential Information. Seller may also retain one archive copy of Buyer’s Confidential Information.

6.3 The obligations under this Article 6 shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes availaPage 90 of 1881

ble to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party’s knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information.

6.4 Each Disclosing Party warrants that it has the right to disclose the information that it discloses. Neither Buyer nor Seller shall make any public announcement about the Contract without prior written approval of the other party. As to any individual item of Confidential Information, the restrictions under this Article 6 shall expire five (5) years after the date of disclosure. Article 6 does not supersede any separate confidentiality or nondisclosure agreement signed by the parties.

7. Intellectual Property

7.1 Notwithstanding the provisions of section 4.2, Seller grants only a non-exclusive license, and does not pass title, to any Firmware and other software provided by Seller under this Contract, drawings and other documentation delivered for use of Buyer shall remain subject to ownership and/or intellectual property rights of Seller, as applicable and title to any leased equipment remains with Seller.

7.2 Seller shall defend and indemnify Buyer against any claim by a non-affiliated third party (a “Claim”) alleging that Products or Services furnished under this Contract infringe a patent in effect in the U.S., an EU member state or the country of the Site (provided there is a corresponding patent issued by the U.S. or an EU member state), or any copyright or trademark registered in the country of the Site, provided that Buyer (a) promptly notifies Seller in writing of the Claim, (b) makes no admission of liability and does not take any position adverse to Seller, (c) gives Seller sole authority to control defense and settlement of the Claim, and (d) provides Seller with full disclosure and reasonable assistance as required to defend the Claim.

7.3 Section 7.2 shall not apply and Seller shall have no obligation or liability with respect to any Claim based upon (a) Products or Services that have been modified, or revised, (b) the combination of any Products or Services with other products or services when such combination is a basis of the alleged infringement, (c) failure of Buyer to implement any update provided by Seller that would have prevented the Claim, (d) unauthorized use of Products or Services, or (e) Products or Services made or performed to Buyer’s specifications, designs or instructions.

7.4 Should any Product or Service, or any portion thereof, become the subject of a Claim, Seller may at its option (a) procure for Buyer the right to continue using the Product or Service, or applicable portion thereof, (b) modify or replace it in whole or in part to make it noninfringing, or (c) failing (a) or (b), take back infringing Products or Services and refund the price received by Seller attributable to the infringing Products or Services.

7.5 Article 7 states Seller’s exclusive liability for intellectual property infringement by Products and Services.

7.6 Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the Contract. All rights in and to Firmware and software not expressly granted to Buyer are reserved by Seller. All new intellectual property conceived or created by Seller in the performance of this Contract, whether alone or with any contribution from Buyer, shall be owned exclusively by Seller.

Buyer agrees to deliver assignment documentation as necessary to achieve that result.

8. Indemnity
Each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller’s indemnity obligation, no part of the Products or Site is considered third party property.

9. Insurance
During the term of the Contract, Seller shall maintain for its protection the following insurance coverage: (i) Worker’s Compensation, Employer’s Liability and other statutory insurance required by law with respect to work related injuries or disease of employees of Seller in such form(s) and amount(s) as required by applicable laws; (ii) Automobile Liability insurance with a combined single limit of $1,000,000.00; and (iii) Commercial General Liability or Public Liability insurance for bodily injury and property damage with a limit of $1,000,000.00 per occurrence, $2,000,000 in the aggregate. If required in the Contract, Seller shall provide a certificate of insurance reflecting such coverage.

10. Excusable Events

Neither party shall be liable or considered in breach of its obligations under this Contract to the extent that such party’s performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, or by armed conflict, acts or threats of terrorism, epidemics, pandemics, strikes or other labor disturbances, or acts or omissions of any governmental authority or of the other party or the other party’s contractors or suppliers. If an excusable event occurs, the schedule for performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If acts or omissions of the Buyer or its contractors or suppliers cause the delay, Seller shall also be entitled to an equitable price adjustment.

Buyer recognizes that in case of epidemics or pandemics (or evolution of existing epidemics or pandemics), the precautionary, mitigation or corrective measures implemented by the Seller in the frame of the Contract are implemented in the best interest of the Buyer and the Contract performance, and the Buyer and Seller both agree that the additional costs reasonably incurred by Seller in implementing such measures shall be compensated by the Buyer to the Seller.

11. Termination and Suspension

11.1 Buyer may terminate the Contract (or the portion affected) for cause if Seller (i) becomes Insolvent/Bankrupt, or (ii) commits a material breach of the Contract which does not otherwise have a specified contractual remedy, provided that: (a) Buyer shall first provide Seller with detailed written notice of the breach and of Buyer’s intention to terminate the Contract, and (b) Seller shall have failed, within 30 days after receipt of the notice, to commence and diligently pursue cure of the breach.

11.2 If Buyer terminates the Contract pursuant to Section 11.1, (i) Seller shall reimburse Buyer the difference between that portion of the Contract Price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer to complete that scope, and (ii) Buyer shall pay to Seller (a) the portion of the Contract Price allocable to Products completed, (b) lease fees incurred, and (c) amounts for Services performed before the effective date of termination. The amount due for Services shall be determined in accordance with the milestone schedule (for completed milestones) and rates set forth in the Contract (for work toward milestones not yet achieved and where there is no milestone schedule), as applicable or, where there are no milestones and/or rates in the Contract, at Seller’s then-current standard time and material rates.

11.3 Seller may suspend or terminate the Contract (or any affected portion thereof) immediately for cause if Buyer (i) becomes Insolvent/Bankrupt, or (ii) materially breaches the Contract, including, but not limited to, failure or delay in Buyer providing Payment Security, making any payment when due, or fulfilling any payment conditions.

11.4 If the Contract (or any portion thereof) is terminated for any reason other than Seller’s default under Section 11.1, Buyer shall pay Seller a cancellation fee in accordance with the cancellation fee schedule set forth in Seller’s quotation. The amount due for Services shall be determined in accordance with the milestone schedule (for completed milestones) and rates set forth in the Contract (for work toward milestones not yet achieved and where there is no milestone schedule), as applicable or, where there are no milestones and/or rates in the Contract, at Seller’s then-current standard time and material rates.

11.5 Either Buyer or Seller may terminate the Contract (or the portion affected) upon twenty (20) days advance notice if there is an excusable event (as described in Article 10) lasting longer than ninety (90) days or such other period agreed upon in writing. In such case, Buyer shall pay to Seller amounts payable under Section 11.4, provided that Buyer’s payments shall include the cancellation charge for uncompleted Products if the excusable event(s) leading to the termination included an act or omission of the Buyer or Buyer’s contractors or suppliers but Buyer shall not be required to pay the cancelation charge if the excusable event(s) leading to termination did not include any act or omission of the Buyer or Buyer’s contractors or suppliers.

11.6 Buyer shall pay all reasonable expenses incurred by Seller in connection with a suspension, including, but not limited to, expenses for repossession, fee collection, demobilization/remobilization, and costs of storage during suspension. The schedule for Seller’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of any suspension.

12. Compliance with Laws and Regulations

12.1 Seller shall comply with laws applicable to the manufacture of Products and its performance of Services. Buyer shall comply with laws applicable to the purchase, application, operation, use and disposal of the Products and Services, including without limitation those regarding anticorruption/antibribery, fair competition (antitrust), and environment, health and safety (EHS). Buyer acknowledges it had access, reviewed, and fully understands GE’s Integrity Policies. Seller shall at all times comply with the GE Integrity Policies. The GE Integrity Policies can be accessed electronically at https://www.ge.com/sites/default/files/S&L_Booklet_English_0.pdf

12.2 Seller’s obligations are conditioned upon Buyer’s compliance with all US, EU, UK and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct or otherwise make or allow any disposition of equipment, materials, services, technology, technical data, software, or other information or assistance or Product furnished by the Seller under the Contract other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice.

The Buyer hereby certifies that the equipment, materials, services, technology, technical data, software, or other information or assistance or product furnished by the Seller under the Contract will not be used in the design, development, production, stockpiling or use of

chemical, biological, or nuclear weapons. The Buyer shall also ensure that the bank or financial institution or other entity executing any payments or financial transactions under the Contract on behalf of the Buyer (including without limitation the issuance of any payment securities such as a letter of credit) is not subject to any export regulation prohibiting to do business with such bank, financial institution or entity. Should the Buyer fail to comply with any of the obligations as specified above, the Seller may, without prejudice to the exercise of any other rights or remedies which may be available to it, terminate the Contract by giving the Buyer notice in writing to that effect.

In the event of a change in applicable trade control laws and regulations, including but not limited to the laws of the US, EU and UK and changes in the interpretation thereof, or in the event an authorization pursuant to said laws is either denied, revoked, withdrawn or cancelled at any time, preventing the Seller from executing its obligations without breaching such applicable trade control laws and regulations or makes Seller’s execution of its obligations unreasonably burdensome or unbalanced, Seller shall have the right without incurring liability to the Buyer to (i) withdraw its proposal, or (ii) either suspend its performance of the Contract or terminate the Contract. If the suspension lasts more than four (4) months, any of the Parties shall have the right to terminate the Contract by giving the other Party notice in writing to that effect.

12.3 Notwithstanding any other provision, Buyer shall timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization, including, but not limited to, building and environmental permits, import licenses, environmental impact assessments, and foreign exchange authorizations, required for the lawful performance of Services at the Site or fulfillment of Buyer’s obligations, except that Seller shall obtain any license or registration necessary for Seller to generally conduct business, including transportation permits, and visas or work permits, if any, necessary for Seller’s personnel. Buyer shall provide reasonable assistance to Seller in obtaining such visas and work permits.

13. Environmental, Health and Safety Matters

13.1 Buyer shall maintain safe working conditions at the Site, including, without limitation, implementing appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems (electrical, mechanical and hydraulic) using safe and effective lock-out/tag-out (“LOTO”) procedures including physical LOTO or a mutually agreed upon alternative method.

13.2 Buyer shall timely advise Seller in writing of all applicable Site-specific health, safety, security and environmental requirements and procedures. Without limiting Buyer’s responsibilities under Article 13, Seller has the right but not the obligation to, from time to time, review and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the Site.

13.3 If, in Seller’s reasonable opinion, the health, safety, or security of personnel or the Site is, or is apt to be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions, Seller may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from Site, suspend performance of all or any part of the Contract, and/or remotely perform or supervise work. Any such occurrence shall be considered an excusable event. Buyer shall reasonably assist in any such evacuation.

13.4 Operation of Buyer’s equipment is the responsibility of Buyer. Buyer shall not require or permit Seller’s personnel to operate Buyer’s equipment at Site.

13.5 Buyer will make its Site medical facilities and resources available to Seller personnel who need medical attention.

13.6. Seller has no responsibility or liability for the pre-existing condition of Buyer’s equipment or the Site. Prior to Seller starting any work at Site, Buyer will provide documentation that identifies the presence and condition of any Hazardous Materials existing in or about Buyer’s equipment or the Site that Seller may encounter while performing under this Contract. Buyer shall disclose to Seller industrial hygiene and environmental monitoring data regarding conditions that may affect Seller’s work or personnel at the Site. Buyer shall keep Seller informed of changes in any such conditions.

13.7 Seller shall notify Buyer if Seller becomes aware of: (i) conditions at the Site differing materially from those disclosed by Buyer, or (ii) previously unknown physical conditions at Site differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. If any such conditions cause an increase in Seller's cost of, or the time required for, performance of any part of the work under the Contract, an equitable adjustment in price and schedule shall be made.

13.8 If Seller encounters Hazardous Materials in Buyer’s equipment or at the Site that require special handling or disposal, Seller is not obligated to continue work affected by the hazardous conditions. In such an event, Buyer shall eliminate the hazardous conditions in accordance with applicable laws and regulations so that Seller’s work under the Contract may safely proceed, and Seller shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in Seller’s cost of, or time required for, performance of any part of the work. Seller shall properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of Seller’s work at the Site but Seller shall have no responsibility for any pre-existing Hazardous Materials or pre-existing hazardous conditions at the Site.

13.9 Buyer shall indemnify Seller for any and all claims, damages, losses, and expenses arising out of or relating to any Hazardous Materials which are or were (i) present in or about Buyer’s equipment or the Site prior to the commencement of Seller’s work, (ii) improperly handled or disposed of by Buyer or Buyer’s employees, agents, contractors or subcontractors, or (iii) brought, generated, produced or released on Site by parties other than Seller.

14. Changes

14.1 Each party may at any time propose changes in the schedule or scope of Products or Services. Seller is not obligated to proceed with any change until both parties agree upon such change in writing. The written change documentation will describe the changes in scope and schedule, and the resulting changes in price and other provisions, as agreed.

14.2 The scope, Contract Price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change, after Seller’s proposal date, in Buyer’s Site-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations. However, no adjustment will be made on account of a general change in Seller’s manufacturing or repair facilities resulting from a change in laws or regulations applicable to such facilities. Unless otherwise agreed by the parties, pricing for additional work arising from such changes shall be at Seller’s time and material rates.

14.3 It shall be acceptable and not considered a change if Seller delivers a Product that bears a different, superseding or new part or version number compared to the part or version number listed in the Contract.

15. Limitations of Liability

15.1 Except for any claims that are covered by insurance to be maintained by Seller under the Agreement,the total liability of Seller for all claims of any kind arising from or related to the formation, performance or breach of this Contract, or any Products or Services, shall not exceed the purchase Price of the specific Product or Service giving rise to the claim.

15.2 Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages.

15.3 All Seller liability shall end upon expiration of the applicable warranty period, provided that Buyer may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration, as applicable under this Contract, before expiration of any statute of limitations or other legal time limitation but in no event later than one year after expiration of such warranty period.

15.4 Seller shall not be liable for advice or assistance that is not required for the work scope under this Contract.

15.5 If Buyer is supplying Products or Services to a third party, or using Products or Services at a facility owned by a third party, Buyer shall either (i) indemnify and defend Seller from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this Article 15, or (ii) require that the third party agree, for the benefit of and enforceable by Seller, to be bound by all the limitations included in this Article 15.

15.6 For purposes of this Article 15, the term “Seller” means Seller, its affiliates, subcontractors and suppliers of any tier, and their respective employees. The limitations in this Article 15 shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise, and shall prevail over any conflicting terms, except to the extent that such terms further restrict Seller’s liability.

16. Governing Law and Dispute Resolution

16.1 This Contract shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law rules that would cause the application of laws of any other jurisdiction (the “Governing Law”). If the Contract includes the sale of Products and the Buyer is outside the Seller’s country, the United Nations Convention on Contracts for the International Sale of Goods shall apply.

16.2 In the event of any dispute arising out of or in connection with this Contract, including any question regarding its existence or validity, the parties agree to submit the matter to mediation under the ICC mediation Rules, without prejudice to either party’s right to seek emergency, interim or conservatory measures of protection at any time.

If the dispute has not been settled pursuant to the ICC Mediation Rules within thirty (30) days following the filing of a request for Mediation or within such other period as the parties may agree in writing, such dispute may be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. In case the arbitral tribunal is constituted of more than one arbitrator, the party-appointed arbitrators shall, for a period of two (2) weeks following the date on which their appointments have both been confirmed, attempt to reach agreement on the president of the arbitral tribunal. For this purpose, the arbitrators may communicate with the parties on an ex-parte basis.

If the two arbitrators are unable to agree upon the third, upon request of either Buyer or Seller, the President of the ICC shall appoint the third.

The seat, or legal place, of the mediation and arbitration shall be Sacramento, CA.

The language to be used in the mediation and in the arbitration shall be the English language.

The parties’ written submissions shall, to the extent possible, contain all arguments and supporting materials on fact, law and damages, including all exhibits on which each party intends to rely, supporting witness statements, expert reports and legal authorities.

17. Inspection and Factory Tests
Seller will apply its normal quality control procedures in manufacturing Products and perform any factory tests in accordance with Seller’s standard procedures. Seller shall attempt to accommodate requests by Buyer to witness Seller’s factory tests of Products, subject to appropriate access restrictions, if such witnessing can be arranged without delaying the work and provided further that such witnessing requests and factory visits shall be subject to payment of the price set forth in Seller’s quotation (only if the same are expressly priced therein). . In the event the factory tests or any other tests to be performed under the Contract cannot be either witnessed or performed (as the case may be) by the Buyer for any reason (including as a consequence of any pandemic) and the Buyer cannot delegate any third party to represent it, or to perform the tests in its name and on its behalf, the Seller may propose to the Buyer alternate measures in order to avoid delaying the testing, including but not limited to the use of electronic messaging services such as Skype, Teams or equivalent, recording devices such as cameras, and a distribution of results via electronic storage media such as DVD or streamed videos. The Buyer and the Seller shall make their best efforts to agree on such measures with a view not to delay the testing of the Products, provided however that Buyer expressly acknowledges and agrees that there are no holding points allowed in Seller’s manufacturing process. If despite reasonable alternate measures proposed by the Seller, the Buyer instructs the Seller to suspend or postpone the performance of the tests, the Seller shall, notwithstanding anything to the contrary in the Contract, be entitled to a reasonable extension of the time for completion and compensation by the Buyer for the additional costs incurred as a result of the suspension or postponement of the affected tests. Travel and living expenses of Buyer personnel to witness such tests shall be borne by Buyer, unless otherwise agreed by the Parties.

18. Firmware, Software
Seller grants Buyer a non-exclusive license to use Firmware solely in connection with use of the Product for which the Firmware is provided by Seller. Buyer shall not sublicense, assign, or otherwise transfer the license to use the Firmware to any third party, except with that specific Product and to the extent such transfer is not otherwise restricted by the Contract. If Seller provides any software to Buyer other than Firmware, the Software License Addendum shall apply. If there is any conflict between these “Terms and Conditions for the Sale of Products and Services, Form PGE2023” and the terms of any addendum incorporated pursuant to this Article 18, the terms of the addendum shall take precedence with respect to the applicable scope.

19. General Clauses

19.1 Products and Services sold by Seller are not intended for use in connection with any nuclear facility or activity, and Buyer warrants that it shall not use or permit others to use Products or Services for such purposes, without the advance written consent of Seller. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, and, in addition to any other rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability. Consent of Seller to any such use, if any, will be conditioned upon additional terms and conditions that Seller determines to be acceptable for protection against nuclear liability.

19.2 Seller may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates or may assign any of its accounts receivable under this Contract to any party without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to complete Seller’s assignment or novation. Seller may subcontract portions of the work, so long as Seller remains responsible for it. The delegation or assignment by Buyer of any or all of its rights or obligations under the Contract without Seller’s prior written consent (which consent shall not be unreasonably withheld) shall be void.

19.3 Buyer shall notify Seller immediately upon any change in ownership of more than fifty percent (50%) of Buyer's voting rights or of any controlling interest in Buyer. If Buyer fails to do so or Seller objects to the change, Seller may (a) terminate the Contract, (b) require Buyer to provide adequate assurance of performance (including but not limited to payment), and/or (c) put in place special controls regarding Seller’s Confidential Information.

19.4 If any Contract provision is found to be void or unenforceable, the remainder of the Contract shall not be affected. The parties will endeavor to replace any such void or unenforceable provision with a new provision that achieves substantially the same practical and economic effect and is valid and enforceable.

19.5 The following Articles shall survive termination or cancellation of the Contract: 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 18, 19 and

20. 19.6 The Contract represents the entire agreement between the parties. No oral or written representation or warranty not contained in this Contract shall be binding on either party. Buyer’s and Seller’s rights, remedies and obligations arising from or related to Products and Services sold under this Contract are limited to the rights, remedies and obligations stated in this Contract. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing.

19.7 Except as provided in Article 15 (Limitations of Liability) and in Section 19.1 (no nuclear use), this Contract is only for the benefit of the parties, and no third party shall have a right to enforce any provision of this Contract, whether under the English Contracts (Rights of Third Parties) Act of 1999 or otherwise.

19.8 This Contract may be signed in multiple counterparts that together shall constitute one agreement. If permitted by applicable laws, the Contract may be signed by the parties using certified digital signature tools such as Docusign, or any other agreed upon certified means.

20. US Government Contracts

20.1 This Article 20 applies only if the Contract is for the direct or indirect sale to any agency of the U.S. government and/or is funded in whole or in part by any agency of the U.S. government.

20.2 Buyer agrees that all Products and Services provided by Seller meet the definition of “commercial-off-the-shelf” (“COTS”) or “commercial item” as those terms are defined in Federal Acquisition Regulation (“FAR”) 2.101. Unless otherwise specifically stated by Seller in this Contract, Seller makes no representation or warranty as to the country of origin of Products. Buyer agrees any Services offered by Seller are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this Article 20 shall be the one in effect on the effective date of this Contract.

20.3 If Buyer is an agency of the U.S. Government, then as permitted by FAR 12.302, Buyer agrees that all paragraphs of FAR 52.212- 4 (except those listed in 12.302(b)) are replaced with these Terms and Conditions. Buyer further agrees the subparagraphs of FAR

52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the Contract Price.

20.4 If Buyer is procuring the Products or Services as a contractor, or subcontractor at any tier, on behalf of any agency of the U.S.

Government, then Buyer agrees that FAR 52.212-5(e) or 52.244-6 (whichever is applicable) applies only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the Contract Price.

Exhibit E
Dry Air Installation Services Information

SCOPE OF WORK

ASSEMBLY, VACUUM FILLING

AND FIELD TESTS

1. Inspect Impact Recorder (If applicable)

2. Measure Core Ground-Megger® method 500 volts

3. External Inspections

4. Dew Point Test

5. Install as applicable:
a) Radiators
b) Conservator tank
c) HV and LV Bushings
d) All remaining accessories and gauges.
e) If the unit includes a Hydran, PROLEC GE will installed the device, and the commissioning must be performed by others.

6. Make internal inspection and connections as applicable.

7. Pressure test with Dry Air or Nitrogen at 5psi (Dew point - 50°C or lower) a) Hold pressure (5psi) for 24 hours for internal stabilization, take Dew Point reading and record. Maximum 0.5% moisture content is acceptable.
b) Dry process under vacuum, if results are higher than 0.5%, must be dried with vacuum processing according to the section 3 of the instruction manual. (Note: It is not included process for cold weather hoarding if the assembly of the transformer should be during wintertime, extra cost will be charge for this activity)

8. Oil filling process under vacuum.

Final Assembly Testing

9. Oil.
a) Dielectric breakdown (prior and after filling)
b) DGA and oil screen after filling

10. TTR (This test will be performed on all DETC taps, but not on all LTC taps, the scope includes just Neutral, last Lower and last Raise position)

11. Ohmic Resistance test of windings (Just on the nominal position and last Lower and Raise positions)

12. Megger® Core to Ground

13. Megger® Clamps to Ground, if applicable

Exhibit E
Dry Air Installation Services Information

14. Megger® Windings to each other at 5kV

15. Power Factor Doble® Method @ 10kV
a) Bushings
b) Windings

16. Excitation current using 10kV Power Factor Test Set

17. CT tests:
a) Ratio
b) Megger®
c) Saturation
d) Polarity

18. Control Tests:

Operation of accessories and alarms to control cabinet terminal blocks, we do not include power supply for this test, if the customer wants to do the test will power, the energy should be supply by others during the assembly period time.

Field test results will be sent two weeks after finished the assembly.

Terms and Conditions for Installation Services:

The customer is responsible to advise at least three weeks in advance the start working date on site; the announcement should include the contact name and phone number of the person that will be on charge on site.

The work will be performed continuously without dead time.

The work will be starting once the transformer is placed on its permanent pad/foundation and does not include connections to other equipment or control room. To be present during energization time is not included.

No training, future maintenance or following visits are included.

The customer must provide 24 hours site access 7 days a week for the GE Prolec team to perform the job. An additional cost must be considered if the crew does not have access during all week long.

The customer must assure there is enough space for crane handling and temporal storage for the oil and accessories. In case of extra costs incurred for obstruction while performing maneuvers or crane, oil tanker or platform access, these will be borne by the customer.

Any expense associated with dismantling, transportation, temporal power supply, or reinstalling customer's products, is excluded from the scope and will remain the customer's responsibility.

The customer shall provide all required accessories (according to the outline drawing) at the place where the mounting will be performed in a timely manner. These accessories must be

Exhibit E
Dry Air Installation Services Information

placed besides of the transformer, it is not including on this scope of work carry out from any part of the site. In the case this is not accomplished, PROLEC GE will charge 5,000 USD of demurrage per day.

Delay days caused by site/general contractor/owner or any different party other than Prolec GE or its representatives, a $5,000 USD adder per day will be applicable.

In order to preserve the transformer warranty, every activity related to the transformer Inspection, Assembly, Dry-out, Vacuum Fill and Testing, shall be performed by properly trained and certified personnel. If the Buyer purchases the option of Prolec GE performing the installation, then the personnel will be designated by PROLEC GE. Under no circumstance, unauthorized third parties or entities will be allowed to perform any of these operations.

The unit price does not include union personnel. All costs incurred to satisfy local union requirements are not included in the quotation.

Only factory-approved personnel will be permitted to assemble and test the units to validate the warranty.

This quotation includes just two hours training session on site if the customer needs special requirement for training, must be considered as an extra cost.

It is not included process for cold weather hoarding if the assembly of the transformer should be during wintertime, extra cost will be charge for this activity.

Any additional test not included on this must be quoted as an additional.

For installation services in Canada our authorized personnel belong to CAW Union; the unit price does not include personnel of other unions.

The unit price does not include personnel of other unions. All costs incurred to satisfy local union requirements are not included in the quotation.

Only factory-approved personnel will be permitted to assemble and test the units to validate the warranty.

Exhibit F
Submittals

SUBMITTALS
One Installation, Operation and Maintenance manual will be provided with the shipment of equipment in a 3-ring binder, and is not submitted for Buyer approval.

The seller's integrated systems generate the engineering and manufacturing schedule reports; outlines, nameplate and connection drawings; financial and shipping documents; tests reports in accordance with ANSI standards; installation and instruction manuals; and other necessary documentation in standard commercial formats only. We may not suitably equip to furnish, or warrant, neither special formats nor special drawings that may or may not convey all essential information pertinent to each specific transformer.

The list of our standard drawings is:
• Bushing drawing Size A (Original drawing from manufacturer) • Bushing connector drawing Size B
• Arrester drawing (if applicable) Size A (Original drawing from manufacturer) • Current transformers wiring connection Size B
• Cooling schematic diagram Size B
• Alarms schematic diagram Size B
• Load tap changer diagram (if applicable) Size B
• Control cabinet layout Size D
• Control cabinet wiring connection Size D
• Nameplate drawing Size C or D
• Outline drawing Size D
The Outline provides sufficient information for confirmation of features and accessories, per spec., plus data to install and maintain transformer and welding.

The following information is included in each drawing:
• Customer Name
• Customer P.O. No.
• GE PROLEC Serial No.
• GE Requisition No.
• General Transformer Information
We have four different diagram types:
• Type A (ll"H x 8.S"W)
• Type B (ll"H x lT"W)
• Type C (lT"H x 22"W)
• Type D (22"H x 34"W)
Other features are:
• Units are inches or millimeters.

Exhibit F
Submittals

• Paper is Bond type.
• Drawing's files are in .dwg format.
• Font is Simplex or Century Bold (Times New Roman).
• Color for drawings is black for the words, and paper is white. • Outline drawings are to scale.

One Installation, Operation and Maintenance Manual will be provided with the shipment of equipment in a 3-ring binder, and is not submitted for Buyer approval. The manual includes the following information:
• Technical description to the transformer.
• Safety and hygiene rules and procedures.
• Shipment, reception and storage of the transformer.
• Installation and Start-up
• Transformer Operation Guide
• Transformer's Maintenance Guide
• Accessories Catalogs
• Final Drawings
• Test Report

PRICE ADJUSTMENT POLICY

PRICE ADJUSTMENT POLICY
Indices & Methodology
GE Prolec Transformers Inc.

Price Adjustment Policy Rev 5, March 31, 2025
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc.

PRICE POLICY
Price Adjustment Methodology
GE Prolec will provide an updated transformer selling price one month prior to the real shipment date using the latest available costs or indices at the time of the final adjustment. The price adjustment calculation is made using the Index Values for each commodity according to the dates included in Table 1C.

A change order will be issued for the adjustment amount.

The following material costs / indices are the base indices for the units quoted on this month and apply to 85% of the transformer material content, excluding offloading/rigging, and field assembly services.

Costs and Indices for quotations in March 2025
Table 1A
Material Source Value % of Sales Unit
Core Steel Internal Price Index 2.3307 10% Index
Copper HG - Comex $4.27 12% USD/lb.

Plate Steel Midwest US Hot-Rolled Coil, CRU Report $888.33 4% USD/Ton Oil Brent Crude oil (mineral) /
Chicago soybean oil quote (nat. ester)
$74.25/
$10.404
4% $/barrel
Insulation RiSi index 1745 3% Index
Miscellaneous US Inflation, Trade Economics 1.5235 30% Index Labor INPC Banco de México (Consumers Price Index) 138.726 22% Index Table 1B Freight Index
Service Source Value % of Service Unit
Freight
(Truck or Rail
if applicable)
General Freight Trucking, Long Distance
Truckload, BLS (PCU484121484121)
180.989 50% Index
Rail Freight, Association of American Railroads 107.5 - Index 𝑃𝑟𝑖𝑐𝑒 𝐴𝑑𝑗𝑢𝑠𝑡$ = 𝑃𝑟𝑖𝑐𝑒 𝐴𝑑𝑗𝑢𝑠𝑡% ∗ 𝑇𝑆𝑃
𝑃𝑟𝑖𝑐𝑒 𝐴𝑑𝑗𝑢𝑠𝑡% = ൬
𝐶𝑆𝑓
𝐶𝑆𝑖 − 1൰ ∗ 𝐶𝑆% + ൬
𝐶𝑂𝑓
𝐶𝑂𝑖 − 1൰ ∗ 𝐶𝑂% + ൬
𝑃𝑆𝑓
𝑃𝑆𝑖 − 1൰ ∗ 𝑃𝑆% + ൬
𝑂𝐼𝑓
𝑂𝐼𝑖 − 1൰ ∗ 𝑂𝐼%
+ ൬
𝐼𝑁𝑓
𝐼𝑁𝑖 − 1൰ ∗ 𝐼𝑁% + ൬
𝑀𝐼𝑓
𝑀𝐼𝑖 − 1൰ ∗ 𝑀𝐼% + ൬
𝐿𝐴𝑓
𝐿𝐴𝑖 − 1൰ ∗ 𝐿𝐴%
TSP - Transformer Sales Price (Unit Contract Value)
f – Final Index
i – Base Index
% - Value of % of each material

PRICE ADJUSTMENT POLICY
Indices & Methodology
GE Prolec Transformers Inc.

Price Adjustment Policy Rev 5, March 31, 2025
This document contains Proprietary and Confidential information to GE-Prolec Transformers, Inc. Disclosure of this information to a third party is prohibited without prior written authorization of GE-Prolec Transformers Inc.

Table 1C Date for Index value
Commodities Time of Adjust
Core Steel Core steel Internal Index value, 1 month before to shipment Copper COMEX value, 3 months before shipment date
Plate Steel CRU value, 7 months before shipment date
Oil Brent value, 1 month before shipment date(forecast for next 6 months) Insulation Risi Index Value, 1 month before shipment date Miscellaneous US Inflation, Trade Economics value 1 month before shipment date Labor INPC Banco de México (Consumers Price Index) value, 1 month before shipment date Freight Freight Index value (rail or truck), 1 month before shipment date Note 1:

For avoidance of doubt, price adjustment methodology is an addition to any Buyer responsibilities like taxes, duties, fees, or other charges of any nature that might be imposed by competent authorities on or after the effective date of the Contract (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Buyer or Seller or its subcontractors) in relation to the Contract or the performance of or payment for work under the Contract other than Seller Taxes ("Buyer Taxes").

© 2024-2025 Prolec-GE Waukesha, Inc. 1
Cancellation / Delay Policy
Cancellation of an order will be accepted after the purchaser has given written notice, with the following conditions:

1. If the cancellation occurs after order acknowledgement, the termination charge will be ten percent (10%) of the purchase price.

2. If the cancellation occurs after procurement start of long lead-time items, then the termination charge will be thirty percent (30%) of the purchase price.

3. If the cancellation occurs after approval drawings have been issued, the termination charge will be sixty percent (60%) of the purchase price.

4. Notwithstanding items 1, 2 and 3 above, if the order is cancelled by the purchaser, the cancellation charge shall be one hundred percent (100%) of the purchase price depending on the cancellation timing as set forth in the table below (Figure 1).

5. Depending on the type of unit as set forth in Figure 1, if the order is suspended or shipment is delayed, the equipment will be completed and invoiced. Storage shall be subject to availability and any related costs shall be at the customer’s expense.

6. If the order is suspended or shipment is delayed at a point greater than the number of weeks established in Figure 1 (depending on the type of unit) prior to scheduled ship date, then a new ship date will be mutually agreed upon within ten (10) days, or Prolec reserves the right to reschedule or cancel, and any cancellation penalties will be issued.

7. If a request to delay shipment changes the scheduled ship date, an adjustment to the base price may be necessary.

Figure 1
Type of unit (base MVA) Number of weeks prior to shipment Up to 50 MVA 52 weeks
50 to 100 MVA 65 weeks
Greater than 100 MVA 78 weeks
Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC11-1224D

ORDINANCE NO. 6964

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY

EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2024-25, is hereby amended as listed on the attached budget adjustment for the spare substation transformer project.

SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.

SECTION 3. 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 such publication by posting.

PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2025, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

REQUEST FOR BUDGET ADJUSTMENT
Updated 11/22/2024
Please complete the cells highlighted in yellow.

REQUESTER NAME & TITLE: FISCAL YEAR:

PREPARER NAME & TITLE: ORDINANCE:

DEPARTMENT/DIVISION:

EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6001 6587 84701 500637 3,000,000 Establish initial budget for the new Spare Substation Transformer CIP
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 3,000,000

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION

REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 3,000,000

FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6001 3601 00000 000000 (3,000,000) Decrease Electric Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (3,000,000)
Justification for Budget Adjustment:

Staff recommends that Council authorize the establishment of a new Capital Improvement Project – the Spare Substation Transformer Project (the "Project"), and adopt an ordinance to approve a budget adjustment appropriating $3,000,000 in the Electric Fund to the Project for the purchase of a spare 46MVA substation transformer. This budget adjustment will cover the initial payments through FY26, with final payments, receipt of the equipment, and installation costs anticipated in December 2026.

Ozro Corulli, Principal Power Engineer 2024-25
Matt Nelson, Senior Electric Business Analyst
Electric / Engineering

City Council
Communication
Meeting Date: 6/18/2025
Item #: VII.5
File #: 0800-03 & 0201-01
Item ID: 2025-279
Title: Roseville Energy Park Turbine Repairs - Budget Adjustment Contact: Matt Nelson 916-774-5618 [email protected]

SUMMARY
Staff recommends approval of a budget adjustment in the amount of $12,628,000 with offsetting insurance reimbursement revenue in the amount of $11,465,500 for repairs to Combustion Turbine No. 2 at the Roseville Energy Park. Funding for the $1,162,500 insurance deductible is coming from available resources in the Electric Fund.

RECOMMENDATION
Staff recommends that the City Council adopt an ordinance to approve a budget adjustment for repairs to Combustion Turbine No. 2 at the Roseville Energy Park.

BACKGROUND
The Roseville Energy Park (REP) is a combined cycle generating facility consisting of two natural gas-fired combustion turbines and one steam turbine. Combustion Turbine No. 2 (CT2) was taken offline for maintenance in November 2024 to replace the variable frequency drive (VFD) which had been previously repaired on a temporary basis. During the commissioning of the new VFD, CT2 incurred significant damage to critical components which resulted in the unit being unavailable for use for several months. During that time, Roseville Electric Utility staff and Siemens (the turbine manufacturer) secured and installed the replacement parts, returning CT2 to service in April 2025.

A FY2024-25 budget adjustment is required to fund the inspection, repair, and recommissioning of CT2.

The $12,628,000 in costs are being recovered through $11,465,500 of insurance claims, net of a deductible of $1,162,500. The insurance companies have agreed to reimburse $7,337,500 up-front, with the remainder to be reimbursed as insurance claims are submitted.

FISCAL IMPACT
The budget adjustment will increase expenses in the amount of $12,628,000 with offsetting insurance reimbursement revenue in the amount of $11,465,500. Funding for the $1,162,500 insurance deductible is coming from available resources in the Electric Fund.

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

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

6. Deliver exceptional City services
Respectfully Submitted,
Matt Nelson, Senior Electric Business Analyst
Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Ordinance 6959
REVIEWERS:

Matt Nelson, Electric Department - All Created/Initiated - 5/29/2025 Joanna Cucchi, Electric Department - Financial & Administrative Approved - 5/29/2025 Shawn Matchim, Electric Department - All Approved - 5/29/2025 Daniel Beans, Electric Department - All Approved - 5/29/2025 Gretchen Hakala, City Attorney Department Approved - 5/30/2025 Katrina Six, City Clerk Department Approved - 6/4/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/5/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/5/2025 Michelle Sheidenberger, City Attorney Department Approved - 6/6/2025 Dominick Casey, City Manager Department - City Manager Approved - 6/6/2025 Katrina Six, City Clerk Department Final Approval - 6/6/2025

ORDINANCE NO. 6959

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY

EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2024-25, is hereby amended as listed on the attached budget adjustment for the Roseville Energy Park Generator Repairs project.

SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.

SECTION 3. 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 such publication by posting.

PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2025, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

REQUEST FOR BUDGET ADJUSTMENT
Updated 8/29/2024
Please complete the cells highlighted in yellow.

REQUESTER NAME & TITLE:

PREPARER NAME & TITLE:

DEPARTMENT/DIVISION:

EXPENDITURES/EXPENSES/TRANSFERS OUT
FISCAL YEAR:

ORDINANCE:

ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6001 5421 70025 12,628,000 Increase Repairs and Maintenance budget due to unexpected failure
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 12,628,000

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6001 4790 70025 11,465,500 Increase revenue for insurance reimbursement REVENUES/TRANSFERS IN TOTAL 11,465,500
NET ADJUSTMENT 1,162,500

FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6001 3601 00000 000000 (1,162,500) Decrease Electric Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (1,162,500)
Justification for Budget Adjustment:

Combustion turbine number two (CT2) failed at the Roseville Energy Park in November of 2024. A budget adjustment is required to facilitate the inspection, repair, and recommissioning of CT2 prior to the end of the fiscal year to ensure resource availability by summer of 2025. Costs are being recovered via insurance claims, net a deductible, with the remainder coming from the available resources in the Electric Fund.

Nathan Ribordy, Power Generation Superintendent 2024-25 Matt Nelson, Sr Electric Business Analyst
Electric / Generation

City Council
Communication
Meeting Date: 6/18/2025
Item #: VII.6
File #: 0800-03
Item ID: 2025-125
Title: Home Energy Report - Public Sector Agreement and Ordering Document Contact: Susan Hernandez 916-774-5623 [email protected]

SUMMARY
Staff recommends approval of a five-year Public Sector Agreement and a two-year Ordering Document with Oracle America, Inc., totaling $676,259.96, for Oracle Cloud Services to continue supporting Roseville Electric Utility’s Home Energy Reports program. The total cost of the initial agreement, covering the period from July 1, 2025 through June 30, 2027, will not exceed $676,259.96. Funding for this agreement is provided through public benefit funds and is included in the Electric Department’s proposed FY2025–26 budget in the Electric Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the attached five-year Public Sector Agreement for Oracle Cloud Services and a two-year Ordering Document with Oracle America, Inc. for the continuation of Roseville Electric Utility’s Home Energy Reports, a residential energy efficiency program. Staff also recommends City Council authorize the City Manager, or his designee, to renew the Ordering Document through three (3) additional one (1) year agreements without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City.

BACKGROUND
The Home Energy Report (HER) program is a key part of Roseville Electric Utility’s Energy Efficiency portfolio, helping the utility meet its energy efficiency goals, as required by Assembly bill 1037, through the use of personalized energy usage reports. Home Energy Reports provided by Oracle America, Inc. are an industry standard for behavior-based energy efficiency programs. The energy savings achieved through this type of program are recognized by the California Energy Commission as an acceptable form of mandated energy savings.

With the current agreement set to expire on June 30, 2025, Roseville Electric Utility issued Request for Proposals No. 07-105. The current vendor, Oracle America, Inc., was the sole respondent, and their proposal was selected based on their qualifications, experience, project understanding, and proposed cost.

FISCAL IMPACT
The total cost of the initial agreement, covering the period from July 1, 2025 through June 30, 2027, will not exceed $676,259.96. Any potential renewals beyond this term will be subject to future cost evaluations based on selected services and prevailing rates at that time.

Funding for this agreement is provided through public benefit funds and is included in the Electric Department’s proposed FY2025–26 budget in the Electric Fund. Continued funding in future years will be

subject to City Council approval as part of the respective annual budget process.

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 approval of a Public Sector Agreement and Ordering Document for Oracle Cloud Services meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

6. Deliver exceptional City services
Respectfully Submitted,
Susan Hernandez, Energy Services Account Representative Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Resolution 25-194

2. Public Sector Agreement, Ordering Document, Support Documents REVIEWERS:

Samantha Runner, Electric Department - Customer & Government Relations Created/Initiated - 5/22/2025 Bill Chaplin, Electric Department - Customer & Government Relations Approved - 5/27/2025 Shawn Matchim, Electric Department - All Approved - 5/29/2025 Daniel Beans, Electric Department - All Approved - 5/29/2025 Gretchen Hakala, City Attorney Department Approved - 6/2/2025 Katrina Six, City Clerk Department Approved - 6/2/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/3/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/3/2025 Michelle Sheidenberger, City Attorney Department Approved - 6/3/2025 Dominick Casey, City Manager Department - City Manager Approved - 6/3/2025 Katrina Six, City Clerk Department Final Approval - 6/5/2025

RESOLUTION NO. 25-194

APPROVING A PUBLIC SECTOR AGREEMENT AND ORDERING DOCUMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND ORACLE AMERICA, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE ORDERING DOCUMENT

ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Public Sector Agreement for Oracle Cloud services, by and between the City of Roseville and Oracle America, Inc, has been reviewed by the City Council; and WHEREAS, the Ordering Document, by and between the City of Roseville and Oracle America, Inc., has been reviewed by the City Council; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Public Sector Agreement and said Ordering Document are hereby approved and the City Manager is authorized to execute them on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute three (3) additional one (1) year renewals of the Ordering Document without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2025, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

ORDERING DOCUMENT
Name Contact
Address Phone Number
Email Address
New Subscription 1-Jul-2025 to 30-Jun-2027
Services Period: 24 months
Cloud Services Data Center
Region Quantity Term Unit Net Price Net Fee
B89130 - Oracle Utilities Opower
Energy Efficiency Cloud Service and
Report Generation - 100 in Customer
Count
NORTH
AMERICA 470 24 mo 38.37 432,820.96
B87445 - Oracle Utilities Opower
Digital Self Service, Energy
Management Cloud Service - 100 in
Customer Count
NORTH
AMERICA 550 24 mo 3.37 44,468.00
B89347 - Oracle Utilities Opower
Channel Fee - Printing & Mailing
Services Placed in U.S. Mail - F.O.B.

Place of Shipment - Outside of
Destination State (California, USA) -
Report
NORTH
AMERICA 376000 24 mo 0.16 59,784.00
B89132 - Oracle Utilities Opower
Channel Fee - Postage for Print &
Mail - No Mark Up (USA) - Report
NORTH
AMERICA 376000 24 mo 0.33 124,832.00
B91163 - Oracle Utilities Opower
Additional Marketing Module Cloud
Service - Module
NORTH
AMERICA 1 24 mo 14,355.00 14,355.00
Subtotal 676,259.96
Fee Description Net Fee
Cloud Services Fees 676,259.96
Net Fees 676,259.96
Total Fees 676,259.96

A. Terms of Your Order

1. Applicable Agreement:
a. Transactional Public Sector Cloud Services Agreement (CSA)_v062223_US

2. Cloud Payment Terms:
a. Net 30 days from invoice date

3. Cloud Payment Frequency:
a. Quarterly in Arrears

4. Currency:
a. US Dollars

5. Offer Valid through:
a. 15-JUL-2025

6. Service Specifications
a. The Service Specifications applicable to the Cloud Services and the Consulting/Professional Services ordered may be accessed at http://www.oracle.com/contracts.

7. Services Period
a. The Services Period for the Services commences on the date stated in this order. If no date is specified, then the "Cloud Services Start Date" for each Service will be the date that you are issued access that enables you to activate your Services, and the "Consulting/Professional Services Start Date" is the date that Oracle begins performing such services.

B. Additional Order Terms

1. Additional Price Hold
For a period of 24 months from the Cloud Services Start Date of this order, You may order the Cloud Services specified below at the appropriate fee specified below, provided the Cloud Services are available in production release when ordered SKU Name Metric Minimum
Quantity
Net Unit
Price
B90604 Oracle Utilities Opower Hourly Program Services Hourly Rate 153 $245.00 B87457 Oracle Utilities Opower AMI Integration and
Platform Cloud Service
Set Up Fee
Fixed Price 1 $71,560.00
B96322 Opower Business Customer Engagement Cloud
Service
- Digital Self Service, Energy Management
100 in Customer Count 70 $125.00
B96321 Opower Business Customer Engagement Cloud
Service, Proactive
Alerts
100 in Customer Count 70 $83.13
B87449 Proactive Alerts (HBAs and WAMIs) 100 in Customer Count 3 320 $13.54
B87453 Digital Self Service
- Energy Management AMI 100 in Customer Count 550 $0.15

2. Renewal

The Cloud Services in this order do not renew automatically. If You renew the Cloud Services acquired under this order for additional 12 month Services Periods (each such renewal being a "Renewal Order"), then for Your first Renewal Order the Unit Net Price will not increase by more than four percent (4%) over the Unit Net Price for the Cloud Services set forth in this order, and for Your second Renewal Order the Unit Net Price will not increase by more than four percent (4%) over the Unit Net Price for the Cloud Services set forth in the previous Renewal Order, and for Your third Renewal Order the Unit Net Price will not increase by more than four percent (4%) over the Unit Net Price for the Cloud Services set forth in the previous Renewal Order, provided however, that with respect to each Renewal Order:
(a) it must be executed with Oracle prior to the end of the initial Services Period of this order or of the Services Period of the previous Renewal Order, as applicable;
(b) its total quantity of Cloud Services ordered and total amount of annual net Cloud Services fees must be equal to or greater than those totals as set forth in the previous order (including any expansion orders thereunder); (c) it is for Cloud Services that Oracle still makes generally available to its commercial customers on the date that Oracle issues to You such Renewal Order;
(d) You renew all Cloud Services acquired under the previous order (including all expansions thereunder) in such Renewal Order; and (e) You must have continuously renewed the Cloud Services for additional Services Period since the end of the initial Services Period of this order.

3. Linking Language
You acknowledge and agree that the terms and conditions of this document are contingent upon the simultaneous execution of the document (s) with the footer(s) Transactional Public Sector Cloud Services Agreement (CSA)_v062223_US between the parties (the "Contingent Document(s)"). If the parties do not simultaneously execute the Contingent Document(s) with this document, then this document shall be deemed to have no legal effect, even if executed.

4. Price Hold
During the Services Period, City of Roseville may order additional quantities of the Cloud Services acquired under this order at the Unit Net Price specified above for expansion of the Cloud Services under this order. This price hold does not apply to Eloqua Marketing Platform Cloud Services, or to any Customer Success Services listed as Cloud Services in the Services Ordered table of this order (including, without limitation, Cloud Priority Support for SaaS, Enhanced Support Services for SaaS, Mission Critical Response for SaaS, Solution Support Center for SaaS, Oracle Mission Critical Support for SaaS, Oracle Critical Process Management for SaaS, Oracle Regression Testing Services for SaaS, Oracle Business Help Desk for SaaS, or Oracle Extensions and Integrations Support for SaaS), to any renewals or extensions of the Cloud Services ordered hereunder, to Cloud Services ordered pursuant to a separate Oracle discount or promotion, to any Cloud Services other than those listed in the initial purchase under this order.

5. Terms
The following terms, as used in this order or the Agreement and whether or not capitalized, shall have the same meaning as the applicable defined term:
"Agreement" and "Master Agreement"; "Customer", "Client" "Company" and "You"; "Program Documentation" and "Documentation"; "Ordering Document", "Services Order", "order" and "Order Form"; "Services Term" and "Services Period"; "Your Data", "Client Data", "Company Data" and "Your Content".

6. No Auto-Renewal
Notwithstanding any statement to the contrary in the Service Specifications, the parties expressly agree that the Services acquired under this order will not Auto-Renew.

7. Service Specifications and Order Terms
"Service Specifications" means the following documents, as applicable to the Services under Your order: (a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions, and the Oracle Corporate Security Practices; (b) Oracle's privacy policies; and (c) any other Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-cloud Oracle Services acquired under Your order, such as professional services: the Oracle Cloud Hosting and Delivery Policies and Program Documentation. The following do not apply to any Oracle-provided Software: the Oracle Cloud Hosting and Delivery Policies.

During the Services Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of third party content. Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order.

All Services listed on this order are provided by Oracle under, and subject to, the terms of this order, including the Agreement and all Oracle documents referenced in this order. As applicable, Oracle processes a customer's order after receipt of a purchase order, a valid credit card or payment via Paypal.

Any terms and conditions on Your purchase order are void and have no legal effect. For Cloud Services, You may not reduce the quantity of Services purchased hereunder (e.g., user or record counts, storage, etc.), in whole or in part, during the Services Period set forth above. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as otherwise provided herein or in the Agreement.

8. Non-Appropriation
In the event funds are not appropriated for a new fiscal year period, You may terminate this order immediately without penalty or expense; provided, however, that: (a) for each of the 12-month terms of the order, You must provide a purchase order, and (b) Your issuance of each 12-month purchase order shall signify to Oracle that all funds for the given 12-month term have been fully appropriated and encumbered. Notwithstanding the foregoing, You agree to pay for all Services performed by Oracle prior to Oracle's receipt of Your notice of non-appropriation.

9. Order of Precedence