Agenda packet, regular meeting — Roseville City Council, July 16, 2025 (part 5 of 11)

Union Power Partners, L.P.

Uniper Global Commodities North America LLC
United Power, Inc.

UNS Electric Inc.

Utah Associated Municipal Power Systems
Utah Municipal Power Agency
Valley Electric Association, Inc.

Vantage Wind Energy LLC
Victorville Municipal Utility Services
Vitol Inc.

WAPA-Colorado River Storage Project
WAPA-Desert Southwest Region
WAPA – Rocky Mountain Region (LAP)
WAPA-Sierra Nevada Region
WAPA-Upper Great Plains Region
Watson Cogeneration Company LLC
Wellhead Power EXchange, LLC
Western Community Energy
Western Farmers Electric Coop.

Western Power and Steam II, LLC
Western Power Services, Inc.

Westlands Grape, LLC
Westlands Solar Blue (OZ) Owner, LLC
WGP Redwood Holdings, LLC
WTMPA/City of Lubbock (Lubbock Power & Light)
Yuba County Water Agency

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.12
File #: 0203-07
Item ID: 2025-441

Title: Roseville Peakers Evaporative Cooling System - Sole Source Purchase Order Change Order
Contact: Michael Zasso 916-746-1665 [email protected]

SUMMARY
Staff recommends approval of a change order in the amount of $80,500 to the existing sole source purchase order with GE Verona Operations, LLC for the evaporative cooling system equipment at the Roseville Peakers to cover the cost of international shipping. The total cost of the purchase order with this change order is not to exceed $2,359,494.39, with funding for this project included in the Electric Department's FY2025-26 budget in the Electric Fund.

RECOMMENDATION
Staff recommends that the City Council approve a change order to the sole source purchase order with GE Vernova Operations, LLC (GE) for the purchase of evaporative cooling systems on each of the two units at the Roseville Peaker (RPEAK) site.

BACKGROUND
In 2021, Roseville executed agreements with the California Department of Water Resources (CDWR) to site two generating units adjacent to the Roseville Energy Park (REP) as part of the State of California’s overall efforts to improve electric system reliability. The site was named the Roseville Peakers (RPEAK) power plant. In 2023, Roseville and CDWR reached an agreement to place Roseville on a path to take ownership of these generating units. As part of taking ownership of the units in November 2024, Roseville agreed to install an Evaporative Cooling System on each unit.

The units at the RPEAK site currently utilize air at ambient temperature for their combustion process. While this may be adequate during cold winter days, during the summer when the air is hot and dry these turbines are not able to reach maximum designed output. By installing evaporative cooling systems, the units will be able to generate near designed power output year-round. Similar evaporative cooling systems are already installed on the Siemens turbines at the REP.

Staff received City Council approval on June 19, 2024 for a purchase order with GE Vernova Operations, LLC (GE) for the major hardware for this project. GE is the original equipment manufacturer of the units and is the company best suited to supply these performance upgrade systems for their turbines. Shipping costs were not determined at the time the purchase order was placed due to the uncertainty of international shipping costs from Mexico. As the completion of the manufacturing of the evaporative coolers approached, staff acquired a quote from GE for the transportation costs, utilizing the existing terms of the previously executed purchase order. The additional cost of the international transportation support is $80,500, bringing the total purchase order cost to $2,359,494.39.

FISCAL IMPACT

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The total cost of this purchase order with the $80,500 change order is not to exceed $2,359,494.39, inclusive of sales tax. Funding is included in the Electric Department's FY2025-26 budget in the Electric Fund.

ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration of an existing facility. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services

Respectfully Submitted,
Michael Zasso, Power Plant Engineer

Daniel Beans, Electric Utility Director

ATTACHMENTS:

1. Change Order Quote

2. Notice of Exemption

REVIEWERS:

Michael Zasso, Electric Department - Engineering Created/Initiated - 6/25/2025 Chris Porter, Electric Department - Engineering Approved - 6/26/2025 Shawn Matchim, Electric Department - All Approved - 6/27/2025 Gretchen Hakala, City Attorney Department Approved - 7/2/2025 Katrina Six, City Clerk Department Approved - 7/2/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/2/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/3/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/3/2025 Dominick Casey, City Clerk Department Approved - 7/3/2025 Katrina Six, City Clerk Department Final Approval - 7/3/2025

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Contract Change Order Proposal
Project Name: Roseville Electric Utility Evaporative
Cooler Upgrade 2xTM2500
Change Order Quote No.: 7321863-002
Contract/PO. No.: 1662172 R1/ 9018507 Subject: Additional scope- GE Vernova to support with transportation of evaporative cooler modules and
pump skids & interconnection piping for the 2 units
from Mexico to Roseville site in California USA.

GE Vernova Operations LLC
16415 JACINTOPORT BLVD
HOUSTON TX 77015
United States Page 1 of 1

Description of Change . Additional scope - GE Vernova to support with transportation and delivery of evaporative cooler modules and pump skids & interconnection piping for the 2 units from Mexico to Roseville site in California USA.

Note: Roseville Electric will be responsible to offload the evaporative cooler components once delivered at site.

Item/Description Total
Price for transportation to Roseville site.

USD 80,500.00

Title Transfer Terms: Delivery Terms and Title Transfer Terms remain in accordance with Contract/PO. No.:
1662172 R1/ 9018507.

Payment Terms: 100% Upon Approval of Change Order, Net 30 Change Order Validity: 30days
Terms and Conditions: Terms and condition remain in accordance with GE Proposal Vernova 1662172 R1.

GE Vernova Authorization Customer Authorization
Name Anuradha Srivastava Name
Title Project Manager Title
Signature Signature
Date June 6, 2025 Date

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.13
File #: 0800-03
Item ID: 2025-408

Title: Purchase of Natural Gas - Base Contract
Contact: Patrick Zanardelli 916-774-5673 [email protected]

SUMMARY
Staff recommends approval of the North American Energy Standards Board (NAESB) Base Contract for Sale and Purchase of Natural Gas with Glencore Ltd. (“Glencore”). Executing this NAESB Base Contract will expand Roseville’s pool of pre-approved natural gas counterparties, enhancing procurement flexibility for the electric utility. There is no cost associated with the execution of these documents.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the NAESB Base Contract for Sale and Purchase of Natural Gas with Glencore Ltd.

BACKGROUND
The City Council approved updated Electric Utility Risk Management Policies in May 2025. These policies require Roseville Electric Utility to manage the financial risks associated with providing electricity by limiting cost exposure through the procurement of fixed-price electricity and natural gas over a three-year planning horizon.

The North American Energy Standards Board (NAESB) is a nonprofit organization that develops and promotes standards for the wholesale and retail natural gas and electric industries across North America.

The NAESB Base Contract is the industry standard for physical natural gas transactions, providing a modular structure with customizable terms and supporting transaction-specific confirmations. The contract includes a “cover standard” for calculating damages and built-in credit protections, including the right to request collateral. The NAESB structure is consistent with industry practices and Federal Energy Regulatory Commission (FERC)-aligned standards and supports index-based pricing that is widely used by utilities, marketers, and producers.

Executing this NAESB Base Contract will expand Roseville’s pool of pre-approved natural gas counterparties, enhancing the utility's procurement flexibility. It will support streamlined, legally vetted transactions, reduce administrative burden, and lower execution risk. The agreement also positions the City to access more competitive pricing and maintain supply reliability—without obligating the City to transact or commit funds.

Any such transactions will remain subject to the City’s Energy Trading Authority Policy (Resolution No. 25- 149), approved by City Council on May 21, 2025.

FISCAL IMPACT
There is no fiscal impact associated with the execution of the NAESB Base Contract for Sale and Purchase of Natural Gas with Glencore Ltd., as these documents serve as enabling agreements. No

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transactions are currently pending between the parties under the NAESB framework. Any future transactions conducted under the agreement will be subject to the Roseville Electric Utility Energy Risk Management Policies, must comply with the Energy Trading Authority Policy, and will result in costs to the electric utility. There is no fiscal impact to the City's General Fund.

Approval of the NAESB Base Contract is not considered a “project” as defined by CEQA and consequently no CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

2. Remain fiscally responsible in a changing world

Respectfully Submitted,
Patrick Zanardelli, Electric Business Analyst

Daniel Beans, Electric Utility Director

ATTACHMENTS:

1. Resolution 25-239

2. Base Contract for Sale & Purchase

REVIEWERS:

Patrick Zanardelli, Electric Department - Customer & Government Relations and Financial & Administrative
Created/Initiated -
6/23/2025
Joanna Cucchi, Electric Department - Financial & Administrative Approved - 6/26/2025 Shawn Matchim, Electric Department - All Approved - 6/26/2025 Gretchen Hakala, City Attorney Department Approved - 6/26/2025 Katrina Six, City Clerk Department Approved - 6/30/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/30/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/1/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/1/2025 Dominick Casey, City Manager Department - City Manager Approved - 7/1/2025 Katrina Six, City Clerk Department Final Approval -
7/2/2025

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RESOLUTION NO. 25-239
APPROVING A BASE CONTRACT, BY AND BETWEEN GLENCORE LTD. AND

THE CITY OF ROSEVILLE, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a North American Energy Standards Board (NAESB) Base Contract for Sale and Purchase of Natural Gas, by and between Glencore Ltd. and the City of Roseville, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said contract is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

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Base Contract for Sale and Purchase of Natural Gas
This Base Contract is entered into as of the following date: May 9, 2025 The parties to this Base Contract are the following:

PARTY A
City of Roseville

PARTY NAME PARTY B
Glencore Ltd
116 S. Grant Street Ste. 4, Roseville, CA 95678
ADDRESS 330 Madison Avenue, 7th Floor, New York, NY 10017 www.roseville.ca.us BUSINESS WEBSITE www.glencore.com

CONTRACT NUMBER
164824240 D-U-N-S® NUMBER 19-426-6870
 US FEDERAL: 94-6000409
OTHER:

TAX ID NUMBERS
X US FEDERAL: 13-2942178
OTHER:

California JURISDICTION OF
ORGANIZATION Switzerland
Corporation
LLC
Limited Partnership
Partnership
LLP ◼ Other: Municipality

COMPANY TYPE
X Corporation
LLC
Limited Partnership
Partnership
LLP
Other:

GUARANTOR
(IF APPLICABLE)

CONTACT INFORMATION
ACES, 4140 W. 99 Street, Carmel, IN 46032
ATTN: Gas Trading
TEL#: 317-344-7000 FAX#: 317-344-7001
EMAIL:
▪ COMMERCIAL

ATTN: Gas Trading
TEL#: FAX#:

EMAIL: [email protected]
ACES, 4140 W. 99 Street, Carmel, IN 46032
ATTN: Gas Trading
TEL#: 317-344-7000 FAX#: 317-344-7001
EMAIL:
▪ SCHEDULING

ATTN: Gas Scheduling
TEL#: FAX#:

EMAIL: [email protected]
City of Roseville
ATTN: Utility Director
TEL#: 916-774-5603 FAX#: 916-774-5583
EMAIL:
▪ CONTRACT AND

LEGAL NOTICES

ATTN: Contract Services
TEL#: 646-949-2500 FAX#:

EMAIL: [email protected] and
[email protected]
City of Roseville
ATTN: Energy Risk Management
TEL#: 916-774-5510 FAX#:

EMAIL: [email protected]

▪ CREDIT

ATTN: NY Credit Group
TEL#: 646-949-2500 FAX#:

EMAIL: [email protected]
ACES, 4140 W. 99 Street, Carmel, IN 46032
ATTN: Trading Control
TEL#: 317-344-7000 FAX#: 317-344-7099
EMAIL:
▪ TRANSACTION

CONFIRMATIONS

ATTN: Confirmations Dept.

TEL#: 646-949-2500 FAX#:

EMAIL: [email protected]

ACCOUNTING INFORMATION
City of Roseville
ATTN: Roseville Electric Settlements
TEL#: (916) 746-1135 FAX#:

EMAIL: [email protected]
▪ INVOICES
▪ PAYMENTS
▪ SETTLEMENTS

ATTN: Oil Invoicing Group
TEL#: 646-949-2500 FAX#:

EMAIL: [email protected]
BANK: U.S. Bank
ABA: 121122676 ACCT: 153499281092
OTHER DETAILS:

WIRE TRANSFER

NUMBERS
(IF APPLICABLE)
BANK: JP Morgan Chase NY
ABA: 021000021 ACCT: 9492400198
OTHER DETAILS: Beneficiary name is Glencore Ltd.

BANK:

ABA: ACCT:

OTHER DETAILS:

ACH NUMBERS
(IF APPLICABLE)
BANK: JP Morgan Chase NY
ABA: 021000021 ACCT: 9492400198
OTHER DETAILS: Beneficiary name is Glencore Ltd.

ATTN:

ADDRESS:

CHECKS
(IF APPLICABLE)
ATTN:

ADDRESS:

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 2 of 13 September 5, 2006
Base Contract for Sale and Purchase of Natural Gas
(Continued)
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section:

Section 1.2
Transaction
Procedure

◼ Oral (default)
OR
Written

Section 10.2
Additional
Events of
Default

◼ No Additional Events of Default (default)

Indebtedness Cross Default

Party A: __________________

Party B: __________________

Transactional Cross Default
Specified Transactions:

Section 2.7
Confirm Deadline

◼ 2 Business Days after receipt (default)
OR
Business Days after receipt

Section 2.8
Confirming Party

Seller (default)
OR
Buyer
◼ Glencore Ltd.

Section 3.2
Performance
Obligation

◼ Cover Standard (default)
OR
Spot Price Standard

Section 10.3.1
Early
Termination
Damages

◼ Early Termination Damages Apply (default)

Early Termination Damages Do Not Apply

Note: The following Spot Price Publication applies to both of the immediately preceding.

Section 10.3.2
Other
Agreement
Setoffs

◼ Other Agreement Setoffs Apply (default)

◼ Bilateral (default)

Triangular

Other Agreement Setoffs Do Not Apply

Section 2.31
Spot Price
Publication

◼ Gas Daily Midpoint (default)
OR

Section 6
Taxes

◼ Buyer Pays At and After Delivery Point (default)
OR
Seller Pays Before and At Delivery Point

Section 7.2
Payment Date

◼ 25th Day of Month following Month of delivery
(default)
OR
Day of Month following Month of delivery

Section 15.5
Choice Of Law

New York

Section 7.2
Method of Payment

◼ Wire transfer (default)
Automated Clearinghouse Credit (ACH)
Check

Section 15.10
Confidentiality

◼ Confidentiality applies (default)
OR
Confidentiality does not apply

Section 7.7
Netting

◼ Netting applies (default)
OR
Netting does not apply
◼ Special Provisions Number of sheets attached: 5
Addendum(s):

IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

City of Roseville PARTY NAME GLENCORE LTD

By:

SIGNATURE

By:

Dominick Casey PRINTED NAME Andrew McNamara
City Manager TITLE Head of US Operations

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 3 of 13 September 5, 2006
General Terms and Conditions
Base Contract for Sale and Purchase of Natural Gas

SECTION 1. PURPOSE AND PROCEDURES

1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.9.

The parties have selected either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract.

Oral Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of t he parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Trans action Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties.

Written Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, re cord that agreement on a Transaction Confirmation and co mmunicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until t he exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.

1.3. If a sending party's Transaction Confirmation is materially different from the receiving party's understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence.

1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract.

SECTION 2. DEFINITIONS
The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contr act and shall have the meanings ascribed to them herein.

2.1. “Additional Event of Default” shall mean Transactional Cross Default or Indebtedness Cross Default, each as and if selected by the parties pursuant to the Base Contract.

2.2. “Affiliate” shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of at least 50 percent of the voting power of the entity or person.

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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2.3. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer.

2.4. "Base Contract" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one.

2.5. "British thermal unit" or "Btu" shall mean the International BTU, which is also called the Btu (IT).

2.6. "Business Day(s)" shall mean Monday through Friday, excluding Federal Banking Holidays for transactions in the U.S.

2.7. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day.

2.8. "Confirming Party" shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.

2.9. "Contract" shall mean the legally -binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single integrated agreement between the parties.

2.10. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction.

2.11. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.

2.12. "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buye r is the performing party, obta in Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consist ent with:
the amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

2.13. "Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a continuing nature.

2.14. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a particular transaction.

2.15. "Delivery Period" shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.

2.16. "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction.

2.17. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

2.18. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party’s excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act.

2.19. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking For ce Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nominatio n is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

2.20. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

2.21. “Guarantor” shall mean any entity that has provided a guaranty of the obligations of a party hereunder.

2.22. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements.

2.23. “Indebtedness Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments, individually or collectively, relating to indebtedness (such indebtedness to include any obligation whether pres ent or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an aggregate amount greater than the threshold specified in the Base Contract with respect to such party or its Guarantor, if any, which r esults in such indebtedness becoming immediately due and payable.

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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2.24. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

2.25. "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm.

2.26. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month.

2.27. "Payment Date" shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month.

2.28. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point.

2.29. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.

2.30. “Specified Transaction(s)” shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base Contract.

2.31. "Spot Price " as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; p rovided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Pr ice shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first D ay for which a price or range of prices is published that next follows the relevant Day.

2.32. "Transaction Confirmation" shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period.

2.33. “Transactional Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it shall be in default, however therein defined, under any Specified Transaction.

2.34. “Termination Option” shall mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

2.35. "Transporter(s)" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction.

SECTION 3. PERFORMANCE OBLIGATION

3.1. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction.

The parties have selected either the “Cover Standard” or the “Spot Price Standard” as indicated on the Base Contract.

Cover Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an am ount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available ; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Co ver Standard for the resale of such Ga s, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available ; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas , then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

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Spot Price Standard:

3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties.

3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES

4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s).

4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s).

Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party.

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer.

SECTION 5. QUALITY AND MEASUREMENT
All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

SECTION 6. TAXES
The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.

Buyer Pays At and After Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

Seller Pays Before and At Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

SECTION 7. BILLING, PAYMENT, AND AUDIT

7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.

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7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2.

7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Paymen t from the nonperforming party will be due five Business Days after receipt of invoice.

7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section.

7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy.

7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided tha t no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting un der this Section. If the parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the ex tent inconsistent herewith.

SECTION 8. TITLE, WARRANTY, AND INDEMNITY

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s).

Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s).

8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer.

8.4. The parties agree that the delivery of and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19 U.S.C. §1202, General Notes, page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements.

8.5. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5.

SECTION 9. NOTICES

9.1. All Transaction Confirmations, invoices, payment instructions, and other communications made pursuant to the Base Contract ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time.

9.2. All Notices required hereunder shall be in writing and may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered.

9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sendin g party's receipt of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered del ivered five Business Days after mailing.

9.4. The party receiving a commercially acceptable Notice of change in payment instructions or other payment information shall not be obligated to implement such change until ten Business Days after receipt of such Notice.

SECTION 10. FINANCIAL RESPONSIBILITY

10.1. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or gu aranty. Y hereby grants to X a continuing first priority security interest in, lien on, and right of setoff against all Adequate A ssurance of Performance in the form of cash transferred by Y to X pursuant to this Section 10.1. Upon the return by X to Y of such Adequ ate Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of Performanc e shall be released automatically and, to the extent possible, without any further action by either party.

10.2. In the event (each an "Event of Default") either party (the "Defaulting Party") or its Guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; ( iiii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iiiiii) otherwise become bankrupt or insolvent (however evidenced); (iviv) be unable to pay its debts as they fall due; ( vv) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; ( vivi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; ( viivii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; ( viiiviii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; or ix) be the affected party with respect to any Additional Event of Default; then the other party (the "Non-Defaulting Party") shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder.

10.3. If an Event of Default has occurred and is continuing, the Non -Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction ”. On the Early Termination Date, all transactions will termin ate, other than those transactions, if any, that may not be liquidated and terminated under applicable law (“Excluded Transactions ”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is legally permissible, and upon termi nation shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1.

The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on the Base Contract.

Early Termination Damages Apply:

10.3.1. As of the Early Termination Date, the Non -Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Sectio n

3.2), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).

For purposes of this Section 10.3.1, “Contract Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third -party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enter into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to “evergreen provisions”) shall not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to exten d Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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the term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined by the Non-Defaulting Party in a commercially reasonable manner.

Early Termination Damages Do Not Apply:

10.3.1. As of the Early Termination Date, the Non -Defaulting Party shall determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Sectio n

3.2), for which payment has not yet been made by the party that owes such payment under this Contract.

The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as indicated on the Base Contract.

Other Agreement Setoffs Apply:

Bilateral Setoff Option:

Triangular Setoff Option:

10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option, and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff (i) any Net Settlement Amount against any marg in or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; (ii) any Net Settlement Amount against any amount(s) (including any excess cash margin or excess cash collateral) owed by or to a party under any other agreement or arrangement between the parties; (iii) any Net Settlement Amount owed to the Non -Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Non -Defaulting Party or its Affiliates t o the Defaulting Party under any other agreement or arrangement; (iv) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or arrangement; and/or (v) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its A ffiliates to the Non-Defaulting Party under any other agreement or arrangement.

Other Agreement Setoffs Do Not Apply:

10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net prese nt value in a commercially reasonable manner determined by the Non-Defaulting Party.

10.4. As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non -Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount as well as any setoffs applied against such amount pursuant to Section 10.3.2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not b e earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

10.5. The parties agree that the transactions hereunder constitute a "forward contract" within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each "forward contract merchants" within the meaning of the United States Bankruptcy Code.

10.6. The Non-Defaulting Party's remedies under this Section 10 are the sole and exclusive remedies of the Non -Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract.

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10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close -out netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 11. FORCE MAJEURE

11.1. Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2.

11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of p ipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having th e effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance.

11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the perfor mance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2.

The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges.

11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the party experiencing such disturbance.

11.5. The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties.

SECTION 12. TERM
This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6, Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction.

SECTION 13. LIMITATIONS

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY’S LIABILITY

HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS

EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,

EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE

LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICU LT OR IMPOSSIBLE TO DETERMINE, OR

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

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SECTION 14. MARKET DISRUPTION
If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price (or on a method for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Pri ce shall be determined within the next two following Business Days with each party obtaining, in good faith and from non -affiliated market participants in the relevant market, two quotes for prices of Gas for the affected Day of a similar quality and quanti ty in the geographical location closest in proximity to the Delivery Point and averaging the four quotes. If either par ty fails to provide two quotes then the average of the other party’s two quotes shall determine the replacement price for the Floating Price. "Floating Price" means the price or a factor of the price agreed to in the transaction as being based upon a specified index. "Market Disruption Event" means, with respect to an index specified for a transaction, any of the following events: (a) the failure of the index to ann ounce or publish information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index; (c) the temporary or permane nt discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that a material change in the formula for or the method of determining the Floating Price has occurred. For the purposes of the calculation of a replacement price for the Floating Price, all numb ers shall be rounded to three decimal places. If the fourth decimal number is five or greater, then the third decimal number shall be increased by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged.

SECTION 15. MISCELLANEOUS

15.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract.

No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder.

15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.

15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach.

15.4. This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties.

15.5. The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.

15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof.

15.7. There is no third party beneficiary to this Contract.

15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract.

Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby.

15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract.

15.10. Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction.

In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclos ure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orde rs or similar restraints with respect to such disclosure at the expense of the other party.

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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15.11. The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties

15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced a s evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissi bility of the recording, the Transaction Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence.

DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF

THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR

REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING

ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR

ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT

AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT.

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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TRANSACTION CONFIRMATION EXHIBIT A

FOR IMMEDIATE DELIVERY

Letterhead/Logo

Date: ____________________________, _____
Transaction Confirmation #: _______________

This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________________. The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Base Contract.

SELLER:
_______________________________________________
_______________________________________________
_______________________________________________
Attn: ___________________________________________
Phone: _________________________________________
Fax: ___________________________________________
Base Contract No. ________________________________
Transporter: _____________________________________
Transporter Contract Number: _______________________

BUYER:
_______________________________________________
_______________________________________________
_______________________________________________
Attn: ___________________________________________
Phone: _________________________________________
Fax: ___________________________________________
Base Contract No. ________________________________
Transporter: _____________________________________
Transporter Contract Number: _______________________

Contract Price: $ /MMBtu or ______________________________________________________________________

Delivery Period: Begin: , ___ End: , ___

Performance Obligation and Contract Quantity: (Select One)

Firm (Fixed Quantity): Firm (Variable Quantity): Interruptible:

MMBtus/day MMBtus/day Minimum Up to MMBtus/day

EFP MMBtus/day Maximum
subject to Section 4.2. at election of
Buyer or
Seller

Delivery Point(s): ________________________
(If a pooling point is used, list a specific geographic and pipeline location):

Special Conditions:

Seller: __________________________________________

By: ____________________________________________

Title: ___________________________________________

Date: __________________________________________

Buyer: __________________________________________

By: ____________________________________________

Title: ___________________________________________

Date: __________________________________________

Docusign Envelope ID: 5AF489DE-85E0-4195-8A8C-05F637A12CE7

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1 SPECIAL PROVISIONS to the
Base Contract for Sale and Purchase of Natural Gas
(NAESB Standard 6.3.1 dated September 5, 2006)

Between
City of Roseville (“Party A”)
and
Glencore Ltd (“Party B”)

Dated May 9, 2025

1. The Cover Sheet shall be amended as follows: In the first sentence of the paragraph following the bank information on the cover sheet, insert the phrase “(NAESB Standard 6.3.1)” immediately after the word “Gas”, and insert the date “September 5, 2006” immediately after the word “published”.

2. Section 1. Purpose & Procedures

In Section 1.2 add the phrase “or other mutually agreeable electronic means of communication” after “conversation” and before “with” in the second line.

3. Section 2.10 shall be amended to add the following sentence to the end of the section: “The Contract Price includes reimbursement to Seller for any production or severance taxes owed by Seller with respect to Gas delivered hereunder.”

4. In Section 2, Definitions, add the following definitions at the end:

2.36. “Act” means Constitution of the State of California, the California statute(s), charter and municipal ordinances under which City of Roseville was created, organized and authorized to enter into this Base Contract and each Transaction thereunder.”;

2.37. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non -Defaulting Party in connection with the termination of a Transaction.

2.38. “Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.

5. Section 10.1 shall be amended to a) Add the following after “guaranty” at the end of the second sentence:
“Reasonable grounds for insecurity shall also include, but not be limited to, a material downgrade of Y’s or Y’s Guarantor’s senior unsecured debt rating or long term issuer credit rating , if any, by either Standard & Poor’s or Moody’s Investors Service, or in the reasonable and good faith belief of X, Y or Y’s Guarantor (if applicable) ability to perform its obligations has become materially impaired.”

b) Add the following after “guaranty” at the end of the third sentence: ”provided that the guaranty is issued by an entity reasonably acceptable to X.”.

Add the following sentence after the third sentence:

“Any such demand for Adequate Assurance of Performance shall be in writing citing in reasonable detail the basis for X’s grounds for insecurity. Adequate Assurance of Performance shall not exceed the sum of (i) the amount calculated in accordance with the procedure for determining the Net Settlement Amount set forth at Section 10.3.2, as of the date of the demand for Adequate Assurance of Performance, as if all transactions had been terminated, plus (ii) all other outstanding amounts

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2 owed or accrued under the Contract plus (iii) all reasonably foreseeable amounts that will become owing or will accrue under the Contract as a result of anticipated deliveries of Gas by X to Y during the remainder of the then current Month and the Month following. If on any Business Day, X ceases to have reasonable grounds for insecurity, X shall by close of business of the next Business Day following written demand by Y return to Y any Adequate Assurance of Performance delivered to it by Y pursuant to this Section 10.1.

6. In Section 10.2, a) clause (vi) is amended by inserting the phrase “on or before the first Business Day following written Notice of such failure by the other party” at the end thereof ;

7. b) add the phrase “, provided that such amount is not the subject of a bona fide dispute pursuant to Section

7.4” immediately after “such payment is due”, in line nine. Section 10.3.2 . “Bilateral Setoff Option ”: a) insert after “Section 10.3.1” on the second line, the words “plus all Costs.” and b) add the following after the last sentence: “Nothing in this Section will be effective to create a charge or other security interest. This Section will be without prejudice and in addition to any right of setoff, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which a party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).”

Section 10.3 shall be amended by adding after the words “under applicable law” in the second sentence , the following “or that are, in the reasonable opinion of the Non-Defaulting Party, commercially impracticable to liquidate and terminate” and deleting the words “legally permissible” and replacing them with “reasonably practicable”.

8. In Section 10.5, add the following after the last sentence: “Each party further agrees that the other party is not a “utility” as such term is used in 11 U.S.C. Section 366 nor a provider of last resort , and each party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding involving such party. In addition, each party agrees that, for any Gas actually consumed (rather than resold) by s uch party, if Gas is not delivered pursuant to this C ontract, the local Gas distribution utility for such party is the provider of last resort and can supply such party’s Gas consumption needs.”

9. A new Section 10.8 shall be added as follows:

“10.8. Notwithstanding any provision to the contrary contained in the Contract, the Non -Defaulting Party shall not be required to pay to the Defaulting Party any amount under this Section 10 until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the Defaulting Party or any of its Affiliates to make any payments to the Non-Defaulting Party or any of its Affiliates under the Contract or otherwise have been fully and finally performed.”

10. A new Section 10.9 shall be added to the Contract and shall read as follows:
“10.9. Guaranty. If a Guarantor is specified for either party, the other party has the right to request and receive a Guaranty at any time commencing with the execution of this Contract.

Guaranty Amount for Party A: Not Applicable

Guaranty Amount for Party B: Glencore PLC

“Guaranty” means a Guaranty issued by a Guarantor of acceptable creditworthiness determined in a reasonable and good faith manner for a party in favor of the other party in a format and in an amount acceptable to the other party.”

11. In Section 11.2, add the following after the last sentence: “In no event shall Seller be under any obligation to source Gas from storage if an event of Force Majeure occurs. To the extent an event of Force Majeure occurs, Seller or Buyer will allocate the supply or purchase of Firm Gas for affected transactions, as applicable, on a pro rata basis with other similarly situated Firm Gas customers.”

12. Add the following as Section 11.7:

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3 “11.7. If an event of Force Majeure prevents a party from delivering or purchasing Gas under this Contract and such event continues (i) for more than ninety consecutive Days or (ii) for more than one hundred and eighty cumulative Days during any calendar y ear, the party not claiming the event of Force Majeure may terminate and liquidate the transactions affected utilizing the same methodology set forth under Section 3.5.”

13. Section 12 shall be amended to add the word “prior” immediately before the phrase “written Notice” in the first sentence.

14. In Section 15.1 replace “without the prior approval of the other party.” At the end of the second sentence with “; provided that such parent or Affiliate satisfies the non -assigning party’s reasonable onboarding requirements.”

15. Delete Section 15.3 in its entirety and replace it with the following:

“15.3. No waiver of any breach of this Contract, or delay, failure or refusal to exercise or enforce any rights under this Contract (including any rights to claim excused performance as a result of an event of Force Majeure), shall be held to be a waiver of any o ther or subsequent breach, or be construed as a waiver of any such right then existing or arising in the future.”

16. In Section 15.6 at the end of the last line, after the word “thereof” add “City of Roseville acknowledges Glencore’s Code of Conduct, available at www.glencore.com/en/who-we-are/our-code, for informational purposes only. Such acknowledgment shall not impose any obligations or liabilities on City of Roseville beyond those expressly stated in this Contract.”

17. In Section 15.10, (i) in the second line, add “or any financial information provided by a party under the terms of this Contract” after “the terms of any transaction” and (ii) insert the words “party’s and the party’s affiliates’” at the beginning of the third line.

18. Section 15.11 shall be deleted in its entirety and replaced with the following:

“Section 15.11. Any dispute between the parties arising out of, or in connection with, this Contract shall be submitted to the exclusive jurisdiction of the United States District Court for the Southern District of New York in the City of New York, unless that court lacks subject-matter jurisdiction or declines jurisdiction, in which case any such dispute shall be submitted to the exclusive jurisdiction of the State Court for the State of New York in the Borough of Manhattan, City of New York, as described in the following paragraphs.

Any counterclaim arising out of, or in connection with, the dispute shall be brought in the same proceeding.

Each party submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION TO VENUE IN THE UNITED STATES DISTRICT COURT FO R THE

SOUTHERN DISTRICT OF NEW YORK OR TO ANY CLAIM OF INCONVENIENT FORUM OF SUCH COURT OR OF SOVEREIGN IMMUNITY.

To the fullest extent permitted by applicable law, each Party waives its respective right to any jury trial with respect to any litigation or in respect of any proceeding arising under or in connection with this Base Contract or any transaction. Each party agrees not to arbitrate any disputes arising out of, or in connection with, this Contract. Neither party shall be precluded from pursuing arrest, attachment, and/or other conservatory, interlocutory, or interim actions in relation to this Contract in any court of competent jurisdiction.

Each party agrees to the service of any court process by registered or certified U.S. mail (return receipt requested) or by express mail courier delivered to the party at its last designated address. In addition, each party agrees that any other method of service allowed by applicable law may be used. All process and any accompanying complaint or other pleadings shall be in the English language and do not require officialization.

The United Nations Convention on Contracts for the International Sale of Goods of Vienna 1980 shall not apply to this Contract.”

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4 19. The following will be added as new sections:

“Section 15.13 Governmental Entity or Public Power System Security. With respect to each transaction, Governmental Entity or Public Power System shall , upon execution of this Base Contract and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any delivery period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Base Contract is in effect and, notwithstanding anything to the contrary in Section 10.3.1, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to its general funds a revenue base that is adequate to cover Public Power System ’s payment obligations hereunder throughout the entire delivery period.

Section 15.15. Notwithstanding any other provision of this agreement, upon receipt of a public records or information request pursuant to the California Public Records Act, or any similar act, City of Roseville may, at its sole discretion, disclose confid ential information, which does not fall within a statutory exemption (e.g., trade secret information) from disclosure.”

15.16. To the extent, if any, that a Gas transaction does not qualify as a “first sale” as defined by the Natural Gas Act and §§ 2 and 601 of the Natural Gas Policy Act, each party irrevocably waives any rights, including rights under §§ 4 -5 of the Natural Gas Act, unilaterally to seek or support a change the rate(s), charges, or classifications. By this provision, each party expressly waives its right to seek or support) an order from the U.S. Federal Energy Regulatory Commission (“FERC”) (ii) any refund from the other party with respect to the ContractAbsent the agreement of both parties to the proposed change, the standard of review for changes to any terms and conditions of the Contract proposed by (a) a party, to the extent that the waiver set forth in this Section 15.13 is unenforceable or ineffective as to such party due to a final determination being made under Applicable Law that precludes the party from waiving its rights to seek or support changes from the FERC to the terms and conditions of this Contract, (b) a non -party, or (c) the FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Feder al Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) (the “Mobile -Sierra Doctrine ”), clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish 128 S.Ct. 2733 (2008) and NRG Power Marketing, LLC v. Maine Public Utilities Commission 130 S. Ct. 693 (2010).

20. A new Section 16 shall be added as follows:

“Section 16. RESOLUTION OF DISPUTES

16.1. Resolution of Disputes. Any dispute or need of interpretation between the Parties involving or arising under this Base Contract first may be referred for resolution to a authorized representative of each Party. Upon receipt of a notice describing the dispute and designating the notifying Party’s authorized representative and that the dispute is to be resolved by the Parties’ authorized representatives under this Base Contract, the other Party shall promptly designate its authorized representative to the notifying Party. The authorized representatives so designated shall attempt to resolve the dispute on an informal basis as promptly as practicable. If the dispute has not been resolved within thirty (30) days after the notifying Party’s notice was received by the other Party, or within such other period as the Parties may jointly agree, then either party may pursue any remedies available in equity or at law.

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5 IN WITNESS WHEREOF, the parties have caused these Special Provisions to be duly executed and become effective as of the date first written above.

Party A: City of Roseville Party B: Glencore Ltd
By: ............................................................................. By: .........................................................................

Name: Name:

Title: Title:

Date: Date:

Andrew McNamara
Head of US Operations
5/23/2025

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.14
File #: 0203-10
Item ID: 2025-411

Title: Winding Creek Adventure Club Facility – Contract Purchase Agreement Contact: Rob Nakamura 916-774-5135 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with Class Leasing LLC in the amount of $453,012.90 for the purchase, delivery and installation of a Department of State Architect Modular Building to operate a new Adventure Club at Winding Creek Elementary School, opening in the fall of 2026, and to approve change order requests in an amount not to exceed 10% of the contracted amount. Funding is included in the Adventure Club Facility - Winding Creek Project in the Youth Development Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Contract Purchase Agreement (3004577) with Class Leasing LLC, for the purchase, delivery and installation of a Department of State Architect (DSA) Modular Building, and authorize the City Manager to execute it on behalf of the City of Roseville.

Staff further requests approval for the City Manager, or his designee, to approve change order requests in an amount not to exceed 10% of the contracted amount.

BACKGROUND
Roseville City School District’s Winding Creek Elementary is currently under construction and is scheduled to open for students in the fall of 2026. In partnership with the Roseville City School District, the purchase, delivery and installation of the modular building will provide a facility to operate preschool and school-aged programming to support families in the Winding Creek Elementary School neighborhood. This purchase piggybacks on the Gonzales Unified School District contract (Bid #01-2023, DSA approved portable buildings), ensuring competitive pricing.

Winding Creek will be the 22nd Adventure Club facility and program operated by the Parks, Recreation & Libraries Department. The building will be licensed to provide childcare for up to 60 school-aged children and is planned to operate a preschool program while K-5 students are in school. This building will also provide programming during school vacation breaks, including summer camp programs.

FISCAL IMPACT
The purchase and installation of the Winding Creek Adventure Club Facility in the amount of $453,012.90 is funded through the Adventure Club Facility - Winding Creek Project in the Youth Development Fund.

ENVIRONMENTAL REVIEW
The proposed project involves a minor addition to an existing school within school grounds where the addition does not increase original student capacity by more than 25% or ten classrooms, including the addition of portable classrooms. This activity is categorically exempt from CEQA as a Class 14 Exemption

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(CEQA Guidelines Section 15314). 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

3. Enhance economic vitality

4. Invest in well-planned infrastructure and growth

5. Support community engagement and advocacy

6. Deliver exceptional City services

Respectfully Submitted,
Rob Nakamura, Recreation Superintendent

Jill Geller, Parks Recreation and Libraries Director

ATTACHMENTS:

1. Resolution 25-240

2. Contract Purchase Agreement

3. Notice of Exemption

REVIEWERS:

Rob Nakamura, Parks, Recreation, and Libraries Department - Recreation Created/Initiated - 6/23/2025 Jeff Nereson, Parks, Recreation, and Libraries Department - Recreation Approved - 6/23/2025 Jill Geller, Parks, Recreation, and Libraries - All Approved - 6/25/2025 Gretchen Hakala, City Attorney Department Approved - 6/27/2025 Katrina Six, City Clerk Department Approved - 6/30/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/30/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/2/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/7/2025 Dominick Casey, City Clerk Department Approved - 7/7/2025 Katrina Six, City Clerk Department Final Approval - 7/7/2025

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RESOLUTION NO. 25-240

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND CLASS LEASING LLC, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a contract purchase agreement (3004577) for the Winding Creek Adventure Club Facility, by and between the City of Roseville and Class Leasing 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 designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract price.

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

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Contract Purchase Agreement 3004577
Supplier Details:

Company Class Leasing LLC
Contact Darren Sylvia
Address PO Box 996
San Jacinto, CA 92581
Submit your response to:

Company City of Roseville
Contact Tiffany Valdez
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1109
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

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Contract Purchase Agreement 3004577
Agreement 3004577
Agreement Date 15-MAY-2025
Change Order
Change Order Date
Revision
Agreement Amount 453,012.90 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Class Leasing LLC
PO Box 996
San Jacinto, CA 92581
Phone:

Fax:

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

Fax:

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

VENDOR SHALL PROVIDE THE COMPLETE FABRICATION, DELIVERY AND INSTALLATION OF ONE NEW 48' X 40' DSA ADVENTURE CLUB MODULAR

BUILDING AT WINDING CREEK ELEMENTARY SCHOOL IN ACCORDANCE WITH THE ATTACHED CLASS LEASING LLC QUOTATION DATED 6/23/2025 UTILIZING GONZALES UNIFIED SCHOOL DISTRICT BID NO. 01-2023 AND THE CLASS LEASING LLC SALES AGREMEENT DATED MAY 28, 2025.

START DATE: EXECUTED AGREEMENT
END DATE: FINAL PAYMENT
PLEASE CONTACT ROB NAKAMURA AT 916-774-5135 OR BY EMAIL AT [email protected] FOR QUESTIONS REGARDING THIS
AGREEMENT.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 13231 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
Tiffany Valdez Phone 1-916-746-1109
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2

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Contract Purchase Agreement 3004577

Contract Terms and Conditions

1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless the 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 or active 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. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

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

7. 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.

8. 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.

9. 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 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 3

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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 Workers' Compensation) and for ongoing and completed operations. 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 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. 4

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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.

10. 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.

11. 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.

12. 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.

13. 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.

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

15. 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.

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

17. 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.

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

19. 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 5

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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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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 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. ____________________________________ 6

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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.

Construction T&C "Negotiated Contract Terms and Conditions between Class Leasing LLC and City of Roseville REV. 6/13/25" REV 3/21/24 JS

7 1001535
1000012018
X

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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:X
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
8

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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

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Asbestos-Containing Materials in City-Owned Buildings
California Health and Safety Code Section 25915 requires that all City of Roseville employees, contractors and lessees be notified annually of the presence of asbestos in City-owned buildings constructed prior to 1979. Please post this notice in an area(s) accessible to all employees, contractors and lessees. Contact Facility Maintenance & Operations at (916) 774-5740 for more information about Asbestos Containing Materials (ACMs) in specific City-owned buildings. For more information about asbestos refer to the OSHA website.

The City of Roseville is committed to maintaining a safe and healthy work environment. The City' s Facility Maintenance & Operations staff conducts ongoing inspections to identify and safely manage previously installed asbestos-containing products. Renovation of City-owned buildings MUST be reviewed in advance by Facility Maintenance & Operations to ensure the City is in compliance with building codes, Americans with Disabilities Act and that no ACMs are disturbed without proper safeguards. Work that requires removal or repair of ACMs is restricted to trained and qualified persons only. Facility Maintenance & Operations will need to approve the qualified contractors.

Use the following measures to protect you and others from exposure to airborne asbestos:
● Presume all building materials contain asbestos until determined otherwise by Facility Maintenance & Operations.
● Do not install walls, closets, cabinets, ceilings.
● Do not remove, cut, drill, sand, grind or otherwise disturb any material in the buildings, including carpet and tile.
● Do not paint (this includes any walls, ceilings, floors and electrostatic painting of office furniture).
● Do not remove any items nailed or screwed to the walls (this includes pictures, cabinets, electrical, etc.).
● Do not go above ceilings, behind walls or into building spaces such as attics and crawlspaces unless these areas have been inspected and cleared by Facility Maintenance & Operations.
● Do not pull cable or wiring through above-ceiling spaces with asbestos. ● Do not install screws, pins, nails or hangers into asbestos ceiling or wall plaster. ● Be careful not to damage walls, ceilings or floors when moving furniture or equipment.

It is recommended that Facility Maintenance & Operations be contacted prior to moving furniture or equipment.
● Do not brush, sweep or vacuum textured asbestos ceiling plaster or plaster debris. ● Immediately report any damage or deterioration of suspect building materials to Facility Maintenance & Operations or Risk Management.

It is important to note that the presence of asbestos does not mean you have been exposed.

Exposure results when friable asbestos particles are inhaled or ingested. Asbestos becomes friable when material containing asbestos is drilled, sanded or disturbed by remodeling or demolition work or when the ACM has deteriorated. Intact, bonded, sealed or undisturbed asbestos does not pose a hazard.

Employees may review the asbestos survey reports, results of bulk sampling or air monitoring conducted in City-owned buildings. All asbestos data will be available by appointment with Facility Maintenance & Operations.
10

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Sign to acknowledge receipt of asbestos notification:

Asbestos
Rev 01/16/19
11 Class Leasing LLC
June 25,2025

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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 compression- ignition 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
12 X
X
President

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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:__________________________________________________ 13 Lori Whittington
President
June 25, 2025

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Qty. UOM Unit Price
A) 1 SUM 340,754.00$
B) 4 SUM $590.00
C) 1 EA 14,790.00$
Qty. UOM Unit Price
D) 5 EA 5,200.00$
E) 1 EA 3,120.00$
F) 1 SUM 24,650.00$
G) 1 SUM 10,101.34$
H) 1 EA 27,737.56$
I) 1 SUM $3,500.00

GENERAL NOTES
Color And Materials: 48' x 40' Custom Building - April/May 2026 delivery/installation. All materials, unless otherwise stated on approved plans, are based on Class Leasing standard selections. Class Leasing will supply electronic color selections to choose from for the construction (if non-standard purchase). Selections will need to be made prior to procurement of materials and production or preparation of buildings.

Options to Consider
Tenant Improvement: Custom paint 2-color $2,360.00

Sub-Total - Mobilization: 95,108.90$
TOTAL CONTRACT: 453,012.90$
Installation -wood foundation cost and installation, per prevailing wage 24,650.00$
Permits, Engineering, Mod-PM $3,500.00
Delivery per floor 26,000.00$
Fuel Surcharge 3,120.00$
Sub-Total - Sale: 357,904.00$
MOBILIZATION (One-Time Charges)
Description
Total Charge
Steel 40' x 6'-6" Common Deck deck with 5' x 7' landing and 4' X 11' ramp and handrails (transition to grade by others) 14,790.00$ Email: [email protected] Email: [email protected] Phone: (916)774-5135 Phone: (916)774-5135
Sales [email protected]% 27,737.56$
Bonding 10,101.34$

QUOTATION
6/23/2025
P.O. Box 996 San Jacinto, CA 92581
Darren Sylvia
Director of California Sales
[email protected]
Ofc: 951.943.1908
Cell: 805-400-7207
District: City of Roseville
Parks, Recreation & Libraries
316 Vernon Street, Ste. 400
Roseville, CA 95678
Site Location: Winding Creek School
555 Winding Creek Way
Roseville, CA 95678
Attn: Mr. Rob Nakamura Site Contact: Mr. Rob Nakamura
DESCRIPTION (Sale Pricing)
Description Total Charge
48' X 40' New DSA Adventure Club 340,754.00$

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.
.
.
.
.
.
. Tenant Improvement: Upgraded Vinyl Plank Flooring w/ 4" Rubber Cove Base . Vinyl finish interior tackable walls
. Tenant Imprvement: Insta-hot water heaters (3)
. SC Legacy Walnut 3070 interior doors with passage hardware, one (1) each, w/ 2' x 2' view panel .
. Tenant improvement: 40 linear feet of partition wall
.
.
.
.
. Tenant Improvement: WIC Grade cabinets, per drawing
.
. Tenant improvement: Three (3) Classroom sinks with bubblers .
.
.
.
.
. 4 ton HVAC HP (2)
.
.
.
.
. Tenant improvement: Sprinkler System with exterior Riser, valves. . Standard Installation on wood foundation with building and ramp skirting. . One (1)40' x 6'-6" Deck with 4' x 11' steel ramp with 5' x 7' landing and handrails. . Finish of Ramp and Handrails past 11' standard is by others .

Fire extinguisher, bracket mounted (2)
Modular width is 11'-11", per floor for an overall width of a nominal 12'-0" 2022 CBC/Energy Code
Interior duplex GFCI receptacles , three (3) each
Pressure treated wood foundation.

LED lights; 2' X 4' LED troffer
20 amp duplex wall receptacles,fifteeen (15) each
Porch lights, LED, surface mounted at exterior door locations Empty J-boxes with covers, 3/4" conduit to attic, per Class Leasing Sheets Data boxes, stubbed to above ceiling w/single 3/4" conduitseven(7) each Occupancy sensors (2) each
T-grid ceiling system with ceiling tile 2910
Single sloped roof
EPDM roofing
5'-0" front overhang and 2'-6" rear overhang (overhangs are enclosed) Gutters and downspouts
Exterior duplex GFCI receptacles w/weatherproof covers, two (2) each

INCLUSIONS
48' x 40' Standard new DSA Classroom building
Exterior windows - (4) 8040 XOX, (2) 4040 XO
Tenant Improvement: One (1) Single phase 200 amp panel box, single phase power 5/8" Duratemp exterior siding with two colors (body and trim) Duplex Wall Receptacles (15)
Pricing: This proposal is good for 30-days. We will progress bill monthly for the work completed in factory. One time cost of $32,620 (Delivery, Fuel Surcharge and Permits/Engineering/Mob-PM) will be invoiced at time of delivery. Additional one time cost of $24,650 (Installation) will be invoiced at time of substantial completion of the building.

Retainage: City of Roseville is authorized 5% retention if desired Delivery: Factory offline dates are TBD. DSA buildings approval are required prior to scheduling online and offline dates.

Substitutes And Alternates: Class Leasing reserves the right to substitute for Class Leasing standards.

Special Notes:
- Bonds and sales tax are included as part of this proposal- - Wood foundations are priced at 8" max - If additional foundation is needed, adittional charges will be applied. - Ramps transition to ground by District
- If buildings are set on concrete in lieu of crushed rock, additional charges will apply - Project is based on this proposal and inclusions herein - Project and price are based on no site visit

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1. Engineering beyond Class Leasing DSA (Division of State Architect) Modular Engineering

2. Installation is at prevailing wages; PSA and PLA is excluded

3. If site is "High Seismic" the upgrade from a "Low Seismic" building to "High Seismic" is at an additional charge at time of change

4. DSA 1-MR is billed at $2,450.00 for additional reviews beyond standard two

5. Rebar Shop review is billed at $856.00 upon request and includes four (4) hours are included

6. Concrete mix review is billed at $856.00 upon request four (4) hours are included

7. 8.

9. 10.

11. 12.

13. 14.

15. 16.

17. 18.

19. 20.

21. 22.

23. 24.

25. 26.

27. 28. Modular hydraulic elevator is excluded, however, may be required by DSA, please see optional pricing to under special notes

29. 30.

Class Leasing Standard Sale Agreement & Proposal
City of Roseville Purchase Order
Gonzales Unified Piggyback
Dominick Casey
City Manager

Date: June 23, 2025 Date:

Name: Darren Sylvia Name:

Title: Director of California Sales Title:

ACCEPTANCE & ACKNOWLEDGEMENTS
This proposal is subject to Class Leasing, LLC, herein known as "Class Leasing" credit approval of Customer. Equipment is subject to availability. By signing below, customer accepts the terms of this proposal including prices, specifications and referenced documentation, and instructs Class Leasing to make appropriate arrangements for the preparation and manufacturer of the Equipment identified herein and agrees that such signature constitutes customer's acceptance of and agreement to the Class Leasing Sales Agreement. Such sale, and the customer's agreement thereto, is subject to Class Leasing's standard terms and conditions that are incorporated by reference herein. Customer may request a copy of the terms and conditions from Class Leasing. No alterations, additions, exceptions, or changes to any Proposal or Agreement made by Customer shall be effective against Class Leasing, whether made hereon, contained in any printed form of Sale or elsewhere, unless accepted in writing by Class Leasing. Any customer purchase order or other customer-provided document purporting to replace, supersede or supplement the terms and conditions of the Class Leasing Sale Agreement shall carry no force or effect except as an instrument of billing.

CLASS LEASING, LLC CUSTOMER
Signature: Darren Sylvia Signature:

REFERENCE DOCUMENTS
Building Drawing No. 48 x 40
Building Specifications/PC Dated: Existing Stockpile
RFP Documents:

Pricing for proposal common wall foundation is based upon a required level site, assuming tolerances, as acceptable to Class Leasing.

Additional ramp and/or handrail extension beyond what is quoted above. Option is available at an additional charge.

Security screens or security doors
Handling of, mitigation, or remediation of any hazardous materials Ramps and decks tranisition is responsibility of District (two foot closure panels between building is available upon request at additional charge)
Anything not specifically included is excluded
Soundboard interior walls, unless otherwise noted herein On site inspections
Connection of site utilities, FA & low voltage systems
Extraordinary cost related to rad closure or specialty moving permits, access, and transportation Class Leasing is not responsible for STC ratings, unless specifically stated.

Class Leasing is not responsible for delays with the coastal commission, air pollution, FAA permits and restrictions DSA site project approvals
Building permit submittal, and final site & building approval Fire rating, or fire alarms
Concrete foundation, unless otherwise listed above as included City permits, escorts, pilot cars
Transition of ramp toe to grade; ramps are fixed at 11' feet in length, transition to grade by District

THIS PROPOSAL DOES NOT INCLUDE ANY OF THE FOLLOWING
Packages for State Modular Certification; unless stated otherwise herein.

Services, manifolds, conduits, panels, meters, disconnects, connections, etc. to site electrical or gas services; unless stated otherwise herein.

Any voice, security, notification, fire alarm or fire suppressions systems; unless stated FFE, signage, HVAC testing and balancing, condensation drains, etc.; unless stated otherwise herein.

Seismic separation (6" common wall foundation), option is available at an additional charge.

EXCLUSIONS

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Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583
Sales Number: TBD

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Sales Agreement
This Sales Agreement (“Agreement”) dated, May 28th 2025, is entered into by and between Class Leasing, LLC located at 1651 S. Juanita Street, San Jacinto, CA 92583 (“Seller”) and City of Roseville Parks, Recreation and Libraries located at 316 Vernon Street, Ste, 400 Roseville, CA 95678 (“Buyer”). Buyer and Seller may be individually referred to herein as a “Party” or collectively as the “Parties”.

Pursuant to the mutual covenants and agreements set forth herein and for other good and valuable consideration, the Buyer and Seller covenant and agree to be bound as set forth below.

Buyer agrees to purchase from Seller one or more modular and/or prefabricated structures (“Building(s)” or “Equipment”) and to have the Buildings set-up and installed (“Work”) as detailed more particularly as follows:

PROJECT DESCRIPTION
Project Name Winding Creek School
Project Address 555 Winding Creek Way, Roseville, CA 95678 Project Proposal Proposal/Quote ID: 46982

BUILDING INFORMATION
Description including:
(Quantity, type, size & serial numbers)
(1) O
ne 48’x40’ Relocatable Classroom
Serial Numbers: C-23-2570 A/B/C/D

COSTS AND FEES
Building (1) New 48’x40’ w/ tenant improvement $34
3,114.00
Ramp $14,790.00
Delivery / Freight and added Fuel Surcharge $29,120.00
Set-Up / Installation $24,650.00
Bonding $10,101.34
Sales [email protected]% $27,737.56
Permits, Engineering, Mod-PM $3,500.00
Total Contract Price $453,012.90
Buyer acknowledges the Proposal incorporated by reference above, as well as any Purchase Order or any other documents attached to the Agreement and initialed by Buyer and Seller or referenced in the executed Sales Agreement are incorporated to the Agreement and become a part of the Agreement.

Documents forming Contract are as follows:

1. Class Leasing Proposal

2. Class Leasing Specification & Scope of work

3. Customer Submittal/Applicable Piggyback

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Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583

Sales Number: TBD

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The building(s) will be located at the above referenced project address (“Location”) for the purchase price and on the payment terms contained herein, subject to the additional terms and conditions set forth on the subsequent pages of this Agreement.

Contract Price and Payment Terms: In consideration of Seller furnishing the building and performing the Work, Buyer will pay Seller the referenced Contract Price, subject to such additions or deductions relative to the changes which may hereinafter be agreed upon between the Parties in wr iting by Change Order described in and made pursuant to the Additional Terms and Conditions. Buyer will pay Seller the full Contract Price according to the terms set forth below. In the event that delivery of the Building(s) requires more than one shipment, Seller may, at its option, render separate invoices for each shipment, which the Buyer agrees to satisfy.

CONTRACT TIME:
(a) The Work will commence on March 16th , 20 26 (the "Commencement Date") and be substantially completed within a commercially reasonable time following the Commencement Date (the "Contract Time"), with all "punch list" work completed within sixty (60) days following the date of Substantial Completion. The Work is deemed Substantially Complete when (i) all Work, excepting only minor punch list items, is complete, and (ii) the is capable of being beneficially used as intended ("Substantially Complete" or “Substantial Completion”).
(b) If Seller is delayed at any time in progress of the Work by changes ordered to the building(s) or to the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Seller’s control, then the Contract Time will be extended for such reasonable time as determined by both Parties.

Payments will be made to Seller as follows: Seller shall issue invoices to Buyer on a progress billing/milestone schedule as milestones are completed , or as equipment is completed and procured from the manufacturer and stored (identified and allocated for the Buyer). Buyer acknowledges that the manufacture and modification of Building(s)/Equipment are performed in-plant, rather than on Site. Invoices for such goods purchased and stored for the Project shall be issued at that time of storage and paid within thirty (30) days of receipt of the invoice, regardless of whether such equipment stored in plant or on Site.

Additional Terms and Condition

$395,742.90 – Billed Monthly based on (%) percentage of completion in plant. (Customer In-Plant inspection of building(s) available by appointment) $32,620.00 – Due at time of Delivery.
$24,650.00 – Due at time of substantial completion of Installation of the Building(s) $412,814.00 – Project total (Excluding Change Orders)
The Parties acknowledges the Additional Terms and Conditions attached hereto are incorporated by reference herein and form part of this Agreement.

IN WITNESS WHEREOF, the parties, by their duly authorized officers, have signed, sealed, and delivered this Agreement on the date noted above and below:

Seller: Class Leasing, LLC Buyer: City of Roseville Parks, Recreation and Libraries Signature: Signature:

Name: Name:

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Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583

Sales Number: TBD

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Title: Title:

Date: Date:

Class Leasing Standard Sale Agreement Terms and Conditions

The parties hereto, Class Leasing , LLC, a California limited liability company, as seller (the “Seller”) and City of Roseville Parks, Recreation and Libraries (“Buyer”) whose address is 316 Vernon Street, Ste, 400 Roseville, CA 95678 hereby agree to this Sale Agreement and the terms and conditions set forth herein. The individual signing this Sale Agreement affirms that he/she is duly authorized to execute and commit to this Sale Agreement for the above-named Buyer.

1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, the equipment listed on each Sale Agreement hereto (“Equipment”) on the terms and conditions set forth herein. Each such Sale Agreement shall constitute a separate and independent sale agreement (a “Sale Agreement”) of the Equipment listed in such Agreement.

2. TIME AND PLACE OF DELIVERY.

2.1 Deliver. Seller agrees to deliver the Equipment to (Refer to Project Address above). Buyer shall own such site and/or have express legal authorization to locate the Equipment upon that same site. If Buyer fails to provide such a site, then Buyer shall pay for any resulting additional delivery, installation, and knock down and return charges, including, but not limited to, storage related charges attributable to delayed delivery and/or installation of the Equipment required and/or requested by Buyer.

2.2 Site Conditions. Seller agrees to deliver the Equipment to the site location listed in 2.1 above (the “Site”).

Buyer shall ensure that a level compact, truck accessible site is available for placement of the Equipment . Buyer warrants that the Site will have: safe access free from encumbrances, a level pad with no more than 3 inches of variance in 30 feet, and adequate soil bearing pressure of not less than 2500 psf. Following delivery, Seller will remove all Seller-owned equipment such as plywood, tools, etc. prior to or at the time of building acceptance. Buyer is responsible for all necessary permits, utility hookups, pilot cars, and Site preparation.

2.3 Building Codes, Licenses and Permits. The Buyer is solely responsible for compliance with applicable building codes and/or for obtaining any type of building permits and licenses required for the Equipment. Buyer further warrants that the placement of the Equipment on the Site as well as any w ork performed at the Site will not violate zoning restrictions or other land use laws, and Buyer agrees to indemnify and hold Seller harmless from all loss or damage or liability which may result from any such violations.

Buyer will provide to Seller any and all zoning verification required for the Equipment. Seller may reasonably rely on such information, warranties, and verifications from the Buyer.

2.4 Excusable Delay. Seller shall not be liable for any delay in delivering the Equipment or providing applicable services, resulting from but not restricted to, acts of Buyer or his representatives, fires, strikes, labor disputes, war, ci vil commotion, shortages of labor or material, acts or restrictions of any government, or other causes beyond the control of Seller. The existence of such causes of delay shall justify the suspension of delivery and/or the rendering of services by Seller and shall extend the Seller's time of performance until such cause of delay has been removed. Seller shall give written notice to Buyer of details concerning the delay as soon as practicable after its occurrence. For newly manufactured Equipment or custom -built Building(s)/Equipment, the drawings, specifications, submittals, opinions, and any other referenced design (“Specs”) will be used to create engineered final drawi ngs which require approval from all Parties prior to production (“Final Drawings”). Any confli ct or contradiction between the Specs and the Final Drawings will be resolved in favor of the Final Drawings. The process of obtaining all requisite submittals and customer appr ovals for creation of Final Drawings may affect production and performance time. Seller’s performance time shall be equitably adjusted based on Buyer’s submittal/approval delays.

3. TITLE RETENTION.

3.1 Title Retention. Title to the Equipment shall not pass to Buyer before the entire Purchase Price has been paid to Seller. Upon Seller’s receipt of payment in full of the Purchase Price, title to the Equipment shall transfer to Buyer, free and clear of all encumbrances ari sing by or through Seller. All payments due from Buyer pursuant to the terms of the Sale Agreement shall be made without any abatement or set off of any kind, arising from any cause.

4. WARRANTY. There shall be no warranty by Seller in respect of the Equipment except as set out in the formal Warranty Certificate supplied by Seller to the Buyer and subject to the terms of such Warranty Certificate.

5. RISK OF LOSS. Upon substantial completion of the Equipment, all risk of loss or damage to the Equipment s) passes from Seller to Buyer. In addition, Buyer hereby indemnifies Seller and agrees to save, defend, and hold Seller harmless and waives rights of subrogation in favor of Seller against all losses, damages, liability, costs, and expenses (including attorneysʹ fees), as a result of any actions, claims, or demands made arising from events occurring following substantial completion.

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Class Leasing, LLC
1651 S. Juanita Street
San Jacinto, CA 92583

Sales Number: TBD

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6. WAIVER OF CLAIMS. Buyer hereby waives and releases all claims against Seller for (i) loss of or damage to all property, goods, wares, and merchandise in, upon or about the Equipment and (ii) injuries to Buyer, Buyer’s agents and third persons.

Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of use or of profit by Buyer or any other party; or for any collateral damages), whether or not caused or continued by Seller’s negligence or delay, which may result from or arise in connection with the manufacture, delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder.

7. GOVERNING LAW . Buyer and Seller agree that the Sale Agreement shall be governed in all respects by, and interpreted in accordance with the laws of, the State of California, without regard to its conflicts of laws provisions.

8. JURISDICTION. If the law of the State of California shall apply to the Sale Agreement, it is agreed that the venue for a legal action relating to the Sale Agreement shall be proper if brought in Riverside County, State of California. Subject to Section 6, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs, whether or not the action proceeds to judgment.

9. SELLER’S EXPENSES. Buyer shall pay Seller all costs and expenses, including attorney fees, incurred by Seller in exercising any of the terms, conditions or provisions of the Sale Agreement.

10. LICENSE AND TRANSFER FEE(S). If so listed on the Sale Agreement, the Purchase Price includes license and/or transfer fees.

11. MISCELLANEOUS.

11.1 BUYER SOLVENCY. Buyer hereby represents and warrants that the fair value of the assets of Buyer exceed its liabilities; Buyer is able to pay its debts and liabilities as they become due; and Buyer does not have an unreasonably small amount of capital with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted.

11.2 MODIFICATIONS AND AMENDMENTS . Representations and warranties made by any person, including agents and representatives of Seller, which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website (including but not l imited to the liability of Seller as set forth above) shall not be binding upon Seller unless reduced to writing and approved by an officer of Seller. No amendment, supplement, or modification to the terms of the Sale Agreement shall be valid unless made in a writing signed by both parties hereto, and no waiver of any provision of the Sale Agreement shall be valid unless made in a writing signed by the waiving party. Notwithstanding the foregoing, from time to time, Buyer or Seller may request modifications to the scope of work hereunder, which at the sole option of the Seller may be accepted and thus alter the final price stipulated herein. These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller.

11.3 NO WAIVER. Failure of Seller to enforce any term or condition of the Sale Agreement shall not constitute waiver of any rights stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisio ns stated herein.

Waiver by Seller of any provision of the Sale Agreement shall be valid only as provided in subsection (b) above and only with respect to the specific matter to which such waiver relates. Notices is deemed received upon actual receipt by the recipient as evidenced by delivery from the United States Post Office or nationally recognized courier service.

11.4 NOTICES. Any notices to the other party shall be in writing and may be mailed by prepaid registered post to the other party at the address shown above or at other address as may be substituted from time to time by proper notice and such notice shall be deemed to be received by the addressee on the third business day next following that on which it was mailed.

11.5 ASSIGNMENT. Buyer will not assign any of its rights or obligations hereunder without the prior written consent of Seller, which Seller may grant or withhold at its sole discretion. To the extent not prohibited hereunder, the covenants, terms, provisions, and conditions herein contained will apply to, bind, and inure to the benefit of the respective successors and assigns of Buyer and Seller.

Any attempted assignment in violation of this Agreement is void from inception.

12. ENTIRE AGREEMENT. The Sale Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof. If any part of the Sale Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Sale Agreement will be eliminated.

REMAINDER INTENTIONALLY LEFT BLANK

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Vehicle Compliance Certification
Issue Date: 1/10/2025
Start Date: 1/10/2025
Expiration Date: 9/30/2025 Certification ID: VCC1006406713 Vehicle Information
Vehicle Identification Number (VIN): 1XKYD49X7HJ130494
Vehicle License Plate: 9F50089
Vehicle Make:

Vehicle Model Year: 2017
Vehicle Model:

Business Information
Company/Entity Name: Class Leasing LLC
Entity ID: E181998
Primary Address: PO BOX 996, San Jacinto, CA 92581, USA CARB reserves the right to invalidate this certificate if the vehicle is found violating the Clean Truck Check requirements prior to the certificate expiration date.

Future certificates may be denied if the vehicle has any outstanding CARB Enforcement actions.

Non-compliant vehicles could also have their registration denied by the Department of Motor Vehicles.

This compliance certificate does not exempt the vehicle from emissions-related inspection or audit.

For more information on Clean Truck Check, visit https://ww2.arb.ca.gov/cleantruckcheck.

To verify this certification: https://cleantruckcheck.arb.ca.gov.

CARB's Clean Truck Check team can be reached at [email protected].

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Notice of Exemption

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

Project Title: Winding Creek Adventure Club - Reimbursement Agreement

Project Location(s) : Winding Creek Elementary School, 1135 Celebrate Drive , Roseville 95747 (APNs 496-620-012-000 and 496-620-016-000)

Project Description: Winding Creek Elementary is currently under construction and is scheduled to open for students in the Fall of 2026. T he project would approve a reimbursement agreement with the Roseville City School District for architectural and civil design services, DSA permitting and construction administration services, plumbing and electrical services, and DSA inspection services to connect and install a City of Roseville-purchased modular building to operate a new Adventure Club at Winding Creek Elementary School

Public Agency Approving Project: Roseville City Council

Agency/Individual Carrying Out Project : City of Roseville Parks, Recreation and Libraries Department

Reason why this Project is Exempt: This project qualifies for a Class 14 Exemption as described in Section 15304 of the California Environmental Quality Act (CEQA) guidelines which states:

“Class 14 consists of …. .minor additions to schools within existing school grounds…the addition portable classrooms is included in this exemption.

The project is located within the school grounds, and would not increase student capacity, therefore the Class 14 Exemption is applicable to the proposed project.

Lead Agency Contact Person: Rob Nakamura, Recreation and Libraries Department, 316 Vernon Street, Roseville, CA 95678. (916) 774-5135.

Signature: Date: 5/15/2025
Jessica Lynch, Environmental Coordinator
City of Roseville

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.15
File #: 0203-10
Item ID: 2025-382

Title: West Side Maintenance Yard Modular Building - Contract Purchase Agreement Contact: Tara Gee 916-774-5253 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with McGrath RentCorp dba Mobile Modular Management Corporation in the amount of $272,541.93 for the purchase of a portable office building for maintenance at the Placer Valley Soccer Complex and west side parks, and authorize staff to approve change order requests in an amount not to exceed 10% of the contracted amount. Funding is included in the West Side Maintenance Yard Project in the General Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Contract Purchase Agreement (#3004680) with McGrath RentCorp dba Mobile Modular Management Corporation for a portable office building for the West Side Maintenance Yard, and authorize the City Manager to execute it on behalf of the City of Roseville.

Staff further requests that the City Council authorize the City Manager, or his designee, the authority to approve change order requests consistent with the contract terms, provided that the net cost of all change orders shall not to exceed 10% of the contract price.

BACKGROUND
The ¼-acre West Side Maintenance Yard is located at 2600 Westbrook Boulevard at the Placer Valley Soccer Complex. With the growth on the west side of the City, this location was chosen for a maintenance yard to serve not only the Soccer Complex but also several parks on the west side of Roseville, including those located in the Sierra Vista, Creekview and Amoruso Ranch specific plan areas. By locating a maintenance yard in this area, greater efficiencies will be achieved by providing access to equipment and materials closer to where the need is. This will also cut down on travel time from the existing maintenance yards.

The portable building will serve as an office for Park Operations staff assigned to this area and will have two offices, a restroom and a staff break/meeting room.

Approval of this Contract Purchase Agreement will be to purchase and place the modular building through a piggyback agreement (Sourcewell Contract #120822-MMR) in order to realize the best costs for the building. The piggyback pricing has been incorporated into this Contract Purchase Agreement being requested for approval.

FISCAL IMPACT
Funding of $272,541.93 for the West Side Maintenance Yard Project was approved by Council's allocation of funds from the FY2023-24 year-end budget surplus in the General Fund.

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ENVIRONMENTAL REVIEW
A Subsequent Initial Study/Mitigated Negative Declaration (IS/MND, SCH No. 2002082057) for the Roseville Soccer Complex project was adopted by the City Council on August 17, 2022. The IS/MND covered the potential impacts associated with the purchase of an additional 20 acres of land and the master plan for the ten-field project as currently approved. The associated grading activities and construction of underground utilities is within the scope of the Subsequent IS/MND; therefore, pursuant to the California Environmental Quality Act, Sections 15168 and 15162, no further analysis is required. The project is subject to the mitigation measures identified in the IS/MND.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

1. Ensure a safe and healthy community

3. Enhance economic vitality

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services

Respectfully Submitted,
Tara Gee, Park Planning and Development Manager

Jill Geller, Parks Recreation and Libraries Director

ATTACHMENTS:

1. Vicinity Map

2. Resolution 25-253

3. Contract Purchase Agreement

4. Final Quote

5. City of Roseville Floorplan

REVIEWERS:

Tara Gee, Parks, Recreation, and Libraries Department - Park Development Created/Initiated - 6/24/2025 Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 6/24/2025 Jill Geller, Parks, Recreation, and Libraries - All Approved - 6/25/2025 Gretchen Hakala, City Attorney Department Approved - 7/1/2025 Katrina Six, City Clerk Department Approved - 7/2/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/2/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/3/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/3/2025 Dominick Casey, City Clerk Department Approved - 7/3/2025 Katrina Six, City Clerk Department Final Approval - 7/3/2025

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Vicinity Map – West Side Maintenance Yard

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RESOLUTION NO. 25-253

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND MCGRATH RENTCORP DBA MOBILE MODULAR

MANAGEMENT CORPORATION, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a contract purchase agreement (3004680) for the purchase of a modular office building for the West Side Maintenance Yard, 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.

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

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Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

Buyer Name and Billing Address Site Information Seller Name City of Roseville (“Buyer”)
316 Vernon Street, Suite 400
Roseville, CA 95678
Rob Nakamura
Phone #: (916) 297-2959

Rob Nakamura
316 Vernon Street, Suite 400
Roseville, CA 95678
Cell: (916) 297-2959
Mobile Modular Management Corporation
a Division of McGrath RentCorp ("Seller")
Questions?
Contact: Donald Shoop
[email protected]
Direct Phone: 1 (817) 663-8527

Equipment and Accessories Qty Purchase Price Extended Purchase Price Taxable Office, 24x44 HCD (NonStd) (Non-Standard
Configuration.Size excludes 3' towbar.) 1 $195,425.00 Y Ramp, Custom Plan 1 $12,800.00 $12,800.00 Y
Ramp, Step Attachment (Includes adding
step & enlarging landing at exterior door.) 1 $2,180.00 $2,180.00 Y

Charges Upon Delivery Qty Charge Each Total One Time Taxable Office, 24x44 HCD (NonStd) (Non-Standard
Configuration.Size excludes 3' towbar.)
Delivery 2 $8,125.00 $16,250.00 N
Block and Level Building 1 $5,240.00 $5,240.00 N
Foundation, Installation 14 $185.00 $2,590.00 Y
Drawings 1 $995.00 $995.00 N
Essential Material Handling Fee 2 $75.00 $150.00 N
Fee, License or Registration for Sale 1 $231.51 $231.51 N Skirting, Install 136 $24.00 $3,264.00 Y
Installation, Ramp Custom Plan 1 $3,200.00 $3,200.00 N
Modification (Foundation material for
perimeter pier setup.) 54 $38.00 $2,052.00 Y
Removal, Axle 1 $1,500.00 $1,500.00 N
Modification (Remove factory VCT (non-
prev wage); ADD LVP flooring on site
(prev wage)) 992 $4.75 $4,712.00 Y
Installation, Gutters and Downspouts
(Prefinished gutters & downspouts site
intalled prev wage) 48 $78.00 $3,744.00 Y
Installation, Ramp Step Attachment
(Install step attachment and extra landing
at ext door (prev wage).) 1 $826.00 $826.00 N

Total Estimated Charges
Subtotal $255,159.51
Taxes $17,382.42
Total Charges (including tax) $272,541.93

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Sourcewell Member Account ID#2420
Sourcewell Office Trailer price @ 165/SF x 1,056 = $174,240.00 (+) plus custom modifications $21,185.00= Total $195,425.00 (open mkt)
(open mkt)

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Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

Special Notes

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR
Site Plan Review: Mobile Modular is not responsible for review and verification of Customer's site plans, civil plans,soils tests/survey's, etc. It is the responsibility of the Customer to ensure the site plans and site conditions meet applicable codes and governing body approvals. This includes, but is not limited to, ensuring the building pad/site allows for standard delivery and installation based on the minimum foundation design tolerances as per applicable approved stockpile drawings/foundation design.

Site Installation Requirements: Prior to delivery, Customer shall mark the four corners where the building is to be placed on the site/pad location, and shall also mark the locations of door(s) and ramp(s). Should special handling be required to position, install, or remove the classroom on Customer's site due to site conditions/constraints and/or obstructions, Customer will be responsible for additional charges. Additional rolling charges may be applicable as site conditions necessitate.

Skirting installation & removal is non-structural, non-fire rated and cosmetic only. Skirting pricing assumes a level site.

Buildings containing a restroom(s): Restrooms are not self-contained. Water & sewer stub-out locations may vary. Paper & soap dispensers, sanitary and trash receptacles are not provided. Single point connection for the sewer line is NOT provided. Whoever is hooking up the plumbing will have to provide all labor and material to "manifold"multiple drops under the modular building. There will be one drop under the building for each plumbing fixture inside the building, one for each toilet, lav, sink, etc. There will NOT be a single point connection under on this building.

Ramps: Site conditions may affect ramp configuration and cost. Customer is responsible for transition from end of ramp to grade and for extended or custom rails, if needed. Ramp skirting is available for an additional charge. Mobile Modular is including new ramps for purchase only.

Yes - Prevailing Wage: Pricing includes prevailing wage and certified payroll for installation work performed on site.

General: Customer's site must be dry, compacted, level (NO MORE THAN 4” OUT OF LEVEL IN ANY DIRECTION ON THE PAD WHERE THE BUILDING IS TO BE INSTALLED) and accessible by normal truck delivery. Pricing does not include any clearing or grading of sites, obstruction removal, site or final building clean up , any asphalt transitions,dolly, crane, forklift, electrical or plumbing connections, window coverings, furniture, casework, appliances, doorstops,phone or data lines, gutters, downspouts or tie-in, temporary power, temporary fencing, traffic control, flagmen, soil and/or pull test, custom engineering, fees associated with inspections, city or county submittals and/or use permits,security screens, door bars and any item not specifically listed as being included.

Tie-downs: Quantity and price may vary based on seismic source factor and site conditions. Patch and repair of site after removal is not included and is the responsibility of the Customer. Wet-stamped foundation drawings are included.

Block/Level: Price assumes building is installed using Mobile Modular standard foundation. Mobile Modular assumes installation on the minimum foundation design criteria/tolerances. Additional material and labor charges apply for installing buildings above minimum foundation design criteria, raising buildings to meet specific finish floor elevations,raising building level to adjacent buildings, landings, walkways, transitions, etc.

Additional Notes: Mobile Modular Sourcewell Contract#1208220-MMR. (1) New 24x44 Office Trailer, sale price using standard Sourcewell pricing (+) plus custom modifications. Other sale items are using open market rates. All one-time charges except block and level, including delivery, foundation installation, drawings, ramp, step attachment, license fees, skirting, etc. are priced using vendor or below Sourcewell approved not to exceed RSMeans plus 17% Markup.

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Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

Delivery date will not be confirmed until Mobile Modular receives and approves the signed Agreement and all credit conditions have been met.

Clarifications
• The Total Price quoted in this Agreement shall be valid through the Quote Expiration Date set forth herein or for 30 days from the Date of Quote, whichever is earlier. Notwithstanding the foregoing, in the event this Agreement is signed by Buyer after the applicable expiration date, Seller shall have the option to either accept as set forth below or reject the Agreement in writing.

Seller may accept the Agreement by: (1) signing the Agreement below; (2) notifying Buyer in writing of Seller's acceptance; or (3) beginning performance of the Services set forth herein. • This transaction is subject to prior approval of Buyer’s credit to the sole satisfaction of Seller. • Buyer is responsible for proper preparation of the Site prior to delivery of the Equipment in accordance with the terms and conditions of this Agreement.
• In-fleet used Equipment is subject to availability at the time of Buyer’s signing of this Agreement. • Unless otherwise noted, all Equipment is previously leased and in used condition. Any floor plans attached or provided are conceptual only. Materials, dimensions, and specifications might vary. Detailed specifications may be available upon request.
• A down payment may be required at the time of Buyer’s execution of this Agreement, as specified in the Payment section of the Sale Terms and Conditions, or as may otherwise be specified in this Agreement. • Sales and any other taxes will be calculated based on the applicable rates at the time of invoicing and the Total Price will be adjusted accordingly.
• Unless otherwise noted, prices do not include prevailing wages, Davis-Bacon Act wages or benefits, or other special or certified wages or benefits.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

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Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

This Sale Quotation and Agreement is entered into by and between Seller and Buyer effective as of the date signed by Buyer.

This Sale Quotation and Agreement includes the terms and conditions set forth in the following two documents (collectively, the “Agreement”), each of which is incorporated herein by this reference, and together shall collectively be one integrated contract:

1. Sale Terms and Conditions attached hereto; and

2. Supplemental Sale Terms and Conditions located at https://www.mobilemodular.com/contractterms as the same may be updated from time to time in the sole and absolute discretion of Lessor.

By signing below, Seller: (1) acknowledges and agrees that it has received, read and understands the terms of this Agreement and agrees to be bound by the terms of this Agreement, including prices and specifications, and (2 ) instructs Seller to make appropriate arrangements for the preparation and delivery of the Equipment identified herein. This Agreement may be executed in one or more counterparts (including through the use of electronic signatures), each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Upon execution of this Agreement, Seller shall generate a Sale Agreement Number, which shall be referenced on all Seller invoices.

No document provided by Buyer including, without limitation, Buyer’s purchase orders, work orders, bills of lading, or forms for receipt or acknowledgment or authorization (“Buyer Forms”), nor the terms and conditions associated with such Buyer Forms, shall amend, modify, supplement, waive, or rele ase any term or condition of this Agreement even if such Buyer Forms are signed by an agent or representative of Seller. The terms and conditions of this Agreement shall prevail over any Buyer Forms, and any inconsistent or additional terms and conditions in Buyer Forms shall be deemed void ab initio and of no force or effect.

The individuals signing this Agreement affirm that they are duly authorized to execute this Agreement by and on behalf of the parties hereto.

SELLER: BUYER:

Mobile Modular Management Corporation
a Division of McGrath RentCorp

City of Roseville

Signature:
/InternalSigner/
Signature:
/CustomerSigner/

Name:
/InternalSignerName/
Name:
/CustomerSignerName/

Title:
/InternalSignerTitle/
Title:
/CustomerSignerTitle/

Date:
/InternalDateSigned/
Date:
/CustomerDateSigned/

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

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Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

SALE TERMS AND CONDITIONS

1. SALE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Equipment. “ Equipment” means the modular buildings identified in the Agreement, and any Accessories to be furnished by Seller to Buyer. “ Accessories” means any additions, attachments, add-ons, fitments, parts, components, or accessories to the modular buildings to be furnished by Seller to Buyer as may be specified in under this Agreement. In connection with its sale of the Equipment and Accessories, Seller shall also perform the services described in the Charges Upon Delivery and/or as clarified in the Special Notes portion of this Agreement, if applicable (the “Services”). This Agreement is not a construction contract or a contract for improvements to real estate or for the design, plan ning, construction, alteration, repair or maintenance of a building, structure or appurtenance. Seller is not a designer or a manufacturer of the Equipment.

2. PAYMENT. Buyer shall pay Seller the Total Price set forth in the Agreement, which shall include all amounts owed for the Equipment, Accessories, and Services and which shall be subject to adjustments for changes, unknown conditions or unforeseen circumstances, including, but not limited to, driver waiting time, special transport permits, difficult site conditions, or increases in fuel prices, in accordance with the terms of this Agreement and subject to adjustments for all applicable taxes calculated at the time o f invoicing (collectively, the “Purchase Price”) on the applicable payment schedule listed below. Notwithstanding the possible payment schedules listed below, in the event that an alternate payment schedule is specified in the Special Notes of this Agreeme nt, such alternate payment schedule shall supersede the payment schedules listed below. Any amounts not specified in the applicable payment schedule that hereafter become due from Buyer to Seller pursuant to the terms of this Agreement shall be due thirty (30) days after Buyer’s receipt of Seller’s invoice, unless a different payment period is provided herein. No payments due from Buyer shall be reduced by any abatement, setoff, or back charge of any kind whatsoever arising from any cause whatsoever. Neithe r title nor ownership of the Equipment shall pass to Buyer before the entire Purchase Price has been paid to Seller. Buyer hereby grants to Seller, to secure the payment and performance in full of all of Buyer’s obligations under this Agreement, a security interest in the Equipment consistent with the provisions of Section 18 of the Supplemental Sale Terms and Conditions.

(a) NEW EQUIPMENT AND SERVICES PAYMENT SCHEDULE.

• Fifty percent (50%) of the Total Price upon Buyer’s execution of this Agreement. • Forty percent (40%) of the Total Price no less than three (3) business days prior to the scheduled delivery of the Equipment to the Site.

• Ten percent (10%) of the Total Price Net 30 days from the date of substantial completion of Seller’s scope of work (substantial completion does not include punch list items).
(b) USED EQUIPMENT AND SERVICES PAYMENT SCHEDULE.

• Twenty-five percent (25%) of the Total Price upon Buyer’s execution of this Agreement.

• Sixty-five percent (65%) of the Total Price no less than three (3) business days prior to the scheduled delivery of the Equipment to the Site.

• Ten percent (10%) of the Total Price Net 30 days from the date of substantial completion of Seller’s scope of work (substantial completion does not include punch list items).

3. SELLER SCOPE OF WORK; EXCLUSIONS; CHANGE ORDER . Seller’s scope of work is limited to (1) the procurement and/or preparation of the Equipment and Accessories (if any) to meet the specifications set forth in this Agreement; and (2) performance of the Services. The Total Price excludes all additional services, accessories, ancillary items or equipment and additional on-site labor.

The following are obligations of the Buyer and specifically excluded from Seller’s obligations under this Agreement: (i) perm its and licensing related to the Site; (ii) Site engineering or other design services; (iii) selection or preparation of the Site (iv) utilities or temporary power, and (viii) utility connections, whether temporary or permanent. Buyer may request changes or alterations in Seller’s scope of work, which Seller may or may not agree to in Seller’s sole discretion. Any written change orders shall be incorporated by reference into this Agreement and subject to all Terms and Conditions set forth herein.

4. SCHEDULE; BUYER DELAYS.

(a) Buyer will schedule operations such that delivery and installation of the Equipment may be carried out by Seller in one continuous operation and in proper sequence. Should there be delays in the Buyer’s preparation of the Site which would delay delivery and/or installation of the Equipment, Buyer shall notify Seller no less than ten (10) days in advance of the Estimated Delivery Date . In the event Buyer fails to comply with the foregoing requirements, Buyer will reimburse Seller for actual costs and damages incurred, including a reasonable markup for overhead and profit for work performed by Seller, resulting from such delay. Any such delay resulting therefrom will extend Seller’s period of performance, which may not be a day for day extension of time.

(b) If Buyer delays delivery of the Equipment for any reason for thirty (30) days or longer from the original Estimated Delivery Date , Seller, in its sole discretion may take one or more of the following actions which Buyer shall be notified of in writing: (1) revise MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Page 905 of 1759 ends

Page 6 of 8 ends

Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

prices to reflect current market rates for materials, equipment or services, which Seller shall notify Buyer of in a written change order prior to delivery of the Equipment; (2) require Buyer to pay any remaining balance of the Purchase Price in full; (3) require Buyer to pay a monthly fee for storage of the Equipment; and (4) terminate the Agreement and in so doing, Buyer shall be responsible for payment to Seller of a termination fee (“Termination Fee”) for the costs incurred and profits lost as a res ult of Seller’s performance of its obligations under this Agreement prior to such termination, and which must be paid to Seller within ten (10) business days of receipt of written notice from Seller. Any partial payments previously made to Seller will be credited against the Termination Fee and amounts in excess of the Termination Fee may be refunded to Buyer. In the event that Buyer fails to timely pay the Termination Fee, Seller shall have the right to collect the full Purchase Price plus all additional c osts, including attorneys’ fees, incurred due to Buyer’s failure to timely take delivery of the Equipment and/or to pay such Termination Fee.

5. CANCELLATION. It is understood and agreed between the parties that, upon the Buyer’s execution of this Agreement and acceptance of all Buyer obligations set forth herein, Seller shall proceed with procurement of any materials, equipment, labor, or otherwise in the performance of its obligations hereunder and in so doing, may incur extraordinary costs and expenses. Al l sales are final and non- refundable upon delivery of the Equipment to the Site. Any requests to cancel this Agreement prior to delivery may or may not be accepted in Seller’s sole discretion and must be agreed upon by Seller in a writing that expressly re ferences this Agreement and provides all the terms and conditions of the cancellation. In the event Seller accepts a cancellation requested by Buyer, the terms of the cancellation will include a payment to Seller for the costs incurred and profits lost as a result of Buyer’s cancellation (a “Cancellation Fee”), which must be paid to Seller within ten (10) business days of receipt of written notice from Seller. Any partial payments to Seller will be credited against the Cancellation Fee and amounts in excess of the Cancellation Fee may be refunded to Buyer. No cancellation, even if accepted by Seller, shall be effective unless and until Buyer timely and fully pays the Cancellation Fe e. In the event Seller accepts Buyer’s cancellation but Buyer fails to timely pay the Cancellation Fee, Seller shall have the right to collect the full Purchase Price plus all additional costs, including attorneys’ fees, incurred due to Buyer’s failure to complete the cancellation.

6. EQUIPMENT INSPECTION; ACCEPTANCE. Following delivery and installation of the Equipment, Buyer shall inspect the Equipment within forty-eight (48) hours of substantial completion of Seller’s scope of work for such Equipment. Buyer shall immediately notify Seller in writing of any observed defects upon com pletion of such inspection and should Buyer fail to submit such written documentation within the foregoing timeframe, it shall be conclusively presumed between Buyer and Seller that Buyer has inspected the Equipment and that all Equipment is in conformance with the Agreement and has been accepted by Buyer.

7. RISK OF LOSS. All risk of loss or damage to the Equipment shall transfer to Buyer upon delivery of the Equipment to the Site.

8. INSURANCE. Upon delivery of the Equipment and until Buyer has paid for the Equipment in full, Buyer shall procure and maintain, at its sole expense (including all premiums, deductibles and self -insured retentions), (i) property insurance covering the loss, theft, destruction, or damage to the Equipment in an amount not less than the full replacement value thereof (and with a deductible no higher than $25,000), naming Seller as loss payee of the proceeds, and (ii) commercial general liability insurance (minimum o f $1,000,000 per occurrence and $2,000,000 in the aggregate) (and with a deductible no higher than $25,000), naming Seller and its designees as additional insureds. Buyer's insurance shall be primary and non-contributory to any insurance maintained by Seller or any other additional insureds. The liability insurance policy sh all contain cross-liability and waiver of subrogation provisions in favor of Seller and any other additional insureds. All evidence of all required insurance shall be in a form reasonably acceptable to Seller and with a company having an A.M. Best rating of A- (VII) or better, and shall not be subject to cancellation without thirty (30) days’ prior written notice to Seller. Buyer shall provide to Seller insurance certificates and endorsements (including without limi tation, additional insured and loss payee endorsements) evidencing compliance with the insurance requirements of this Agreement (including without limitation, the deductible amounts and waiver of subrogation) prior to delivery of the Equipment and shall maintain all required insurance coverage until Buyer has paid for the Equipment in full. Seller will not and does not provide insurance for any of Buyer’s personal property that may be in or on any Equipment. Any failure by Seller to obtain or receive certificates of insurance or any endorsements prior to delivering the Equipment to Buyer will not be deemed a waiver of Buyer’s obligations to procure and maintain the insurance specified herein.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Page 906 of 1759 ends

Page 7 of 8 ends

Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

9. INDEMNIFICATION. TO THE FULL EXTENT NOT PROHIBITED BY LAW, BUYER, ON BEHALF OF ITSELF, ITS SUCCESSORS,

ASSIGNS, PARENTS, SUBSIDIARIES, VENDORS, SUBCONTRACTORS, AND AFFILIATES, AND THEIR RESPECTIVE

REPRESENTATIVES, DIRECTORS, OFFICERS, MANAGERS, VENDORS, MEMBERS, SHAREHOLDERS, PARTNERS, CONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS (EACH, A “BUYER PARTY,” AND COLL ECTIVELY, THE “BUYER PARTIES”) SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS, SELLER, ITS SUCCESSORS, ASSIGNS, PARENTS,

SUBSIDIARIES, VENDORS AND CONTRACTORS (INCLUDING BUT NOT LIMITED TO TRANSPORTATION AND DELIVERY

VENDORS AND CONTRACTORS), AND AFFILIATES, A ND THEIR RESPECTIVE REPRESENTATIVES, DIRECTORS, OFFICERS, VENDORS, CONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, FEES, COSTS, EXPENSES, CLAIMS, LIABILITIES, DAMAGES, PENALTIES, FINES, FORFEITURES, AND SUITS (INCLUDING COSTS OF DEFENSE, SETTLEMENT AND ATTORNEYS’ FEES,

ENVIRONMENTAL CONSULTANTS AND EXPERT WITNESS FEES WHETHER INCURRED IN THE ASSESSMENT OR MANAGEMENT OF ANY CLAIM OR AT TRIAL AND ON APPEAL) (COLLECTIVELY, “LOSSES”) REL ATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION : (1) ANY BREACH OR NON -

FULFILLMENT OF ANY COVENANT, AGREEMENT, OR OBLIGATION TO BE PERFORMED BY BUYER UNDER THIS

AGREEMENT, OR ANY INACCURACY IN OR BREACH OF ANY OF THE REPRESENTATIONS OF BUYER SET FORTH IN THIS AGREEMENT; (2) BUYER’S OWNERSHIP AND UTILIZATION OF THE EQUIPMENT; (3) ANY DEATH OR BODILY INJURY TO

ANY PERSON OR DESTRUCTION OR DAMAGE TO ANY PROPERTY TO WHICH THE ACTS OR OMISSIONS OF A BUYER PARTY CONTRIBUTED; OR (4) ANY NEGLIGENT OR INTENTIONAL ACT OR OMISSION OF ANY BUYER PARTY OR ANY ACTION RELATED TO OR ANY USE OF ANY EQUIPMENT. If the indemnity and defense obligations in this Paragraph are otherwise prohibited by law, Buyer agrees to indemnify, defend and hold the Indemnified Parties harmless from Losses to the maximum extent permitted by Law. The indemnity and defense obligations of the Buyer under this Paragraph and those elsewhere in this Agreement and any other related agreements (i) shall not be limited by any limitation on the amount or type of damages, compensation, or benefits payable under workers compensation acts, disability acts, or other employee benefit acts, (ii) shall survive any termination or expiration of this Agreement and shall apply to Losses arising before or after the performance of any obligation under this Agreement, (iii) shall not be construed to negate, abridge, or reduce any other rights, including rights of indemnity accorded by Law to the persons or entities indemnified, and (iv) shall not be limited or diminished in any way by insurance coverage.

10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, SELLER’S LIABILITY, IF ANY, SHALL BE LIMITED TO THE VALUE OF THE total PRICE, AND SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY THIRD PARTY

FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

11. WARRANTIES.

(a) USED EQUIPMENT. Except as specifically stated in Section 6(b) below, all Equipment is previously leased or used and will exhibit normal wear and tear consistent with other used equipment of similar age or use, including with respect to wall panel surfaces, ceiling tiles, windows, flooring, general appearance, etc. BUYER ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS SOLD “AS IS, WHERE IS, AND WITH ALL FAULTS.” SELLER MAKES NO WARRANTY, GUARANTY, OR REPRESENTATION

WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE ADEQUACY OF THE SITE OR FITNESS

OF UTILITIES AT THE SITE OR THE DURABILITY, CONDITION, QUALITY, DESIGN, CAPACITY, SUITABILITY, OR PERFORMANCE OF THE EQUIPMENT; AND SELLER EXPRESSLY DISCLAIMS, WHETHER ARISING BY LAW, COURSE OF

DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ANY (A) WARRANTY OF MERCHANTABILITY, (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND (C) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD P ARTY. BUYER

ACKNOWLEDGES AND AGREES THAT IT HAS SELECTED AND INSPECTED ALL EQUIPMENT PRIOR TO MAKING FULL

PAYMENT OF THE TOTAL PRICE OR BEFORE ACCEPTING DELIVERY AND RISK OF LOSS, AND THAT BUYER IS SATISFIED AS TO THE EQUIPMENT’S CONDITION.

(b) NEW EQUIPMENT. Notwithstanding any disclaimer of warranties elsewhere in the Agreement, if the Equipment purchased under this Agreement is sold as new equipment and identified as such in the Agreement, Seller warrants in accordance with this Paragraph for twelve (12) months from the date of manufacture that the Equipment shall be new upon delivery and free from major defects in materials and workmanship that prevent its normal use and operation under normal use and regular service and maintenance by Buyer. New Accessories shall carry the warranty of the manufacturer, which Seller shall assign to Buyer to the extent transferable.

Provided Buyer provides written notice to Seller of any failure or defect in the Equipment within two (2) days after its disc overy and within the applicable warranty period, Seller shall replace the Equipment or repair the defect. Failure to provide timely notice shall result in a limitation or voidance of this warranty. If Buyer does not grant access for repairs during normal working hours, which are 8:00 a.m. to 5:00 p.m., Monday through Friday, Buyer shall bear the cost of any overtime labor. This warranty does not extend to any Equipment that has been subjected to improper use, damaged by accident or abuse, or repaired or altered by Buyer withou t prior written authorization from Seller. THIS EXPRESS WARRANTY FOR NEW EQUIPMENT IS SELLER’S SOLE AND EXCLUSIVE

WARRANTY AND RECOURSE UNDER THIS AGREEMENT FOR NEW EQUIPMENT, AND IT IS LIEU OF, AND SELLER

EXCLUDES AND EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, GUARANTEES, AND REPRESENTATIONS OF ANY

KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ANY (A) WARRANTY OF MERCHANTABILITY, (B) WARRANTY OF

FITNESS FOR A PARTICULAR PURPOSE AND (C) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Page 907 of 1759 ends

Page 8 of 8 ends

Quote # Q-526183
6/2/2025 2:16:46 PM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-526183
Date of Quote 05/21/2025
Quote Expiration Date:

Estimate Del Date 03/17/2025
Buyer PO#:

(c) SERVICES. Seller warrants to Buyer that it shall perform the Services using personnel of required skill, exp erience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for si milar services and shall devote adequate resources to meet its obligations under this Agreement. With respect to any S ervices subject to a claim under the warranty set forth in this Section, Seller shall, in its sole discretion, (i) repair or re -perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate. The Seller shall not be liable for a breach of the warranties set forth in this Section unless: (i) Buyer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to Seller within three (3) months of Seller’s performance of the Services and within four (4) days of the time when Buyer discovers the defect. This warranty does not extend to any defect caused by accident or abuse, or repaired or altered by Buyer without prior written authorization from Seller. EXCEPT FOR THE SERVICES WARRANTIES SET FORTH IN THIS SECTION, SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(d) MANUFACTURER WARRANTIES. Seller hereby assigns to Buyer any warranties applicable to the Equipment received from a manufacturer to the extent such warranties are still applicable, in force and assignable. Buyer hereby waives, and agrees that it will not assert, any claim of any nature whatsoever against Seller based on any manufacturer warranties. If any manufacturer warranties that remain valid and in force cannot be assigned or made available to Buyer, Seller agrees to use reasonable efforts at Buyer’s cost to enforce such warranties.

12. DEFAULT; REMEDIES OF SELLER. Each of the following shall constitute an " Event of Default": (1) Buyer’s failure to make any required payment to Seller within ten (10) calendar days after its due date, including but not limited to Buyer’s failure to make timely payments in accordance with the payment schedules in Section 2(a) through 2(b) hereof; (2) Buyer’s failure in the performance of any other obligation under this Agreement and the continuance of such default for ten (10) calendar days after written notice the reof by Seller to Buyer; (3) any warranty, representation or statement made or furnished to Seller by or on behalf of Buyer proves to be false in any material respect; (4) any uninsured loss, theft, damage or destruction to, or the attempted sale or encumbrance by Buy er of, the Equipment, or any levy, seizure or attachment thereof or thereon, prior to payment of the Purchase Price in full; (5) Buyer ’s insolvency, dissolution, winding up, termination of existence, or cessation or discontinuance of business prior to payment of the Purchase Price in full; (6) the appointment of a receiver of any part of, the assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy, reorganization or arrangement laws by or against, the Buyer prior to payment of the Purchase Price in full. Buyer acknowledges that any Event of Default will substantially impair the value of this Agreement to Seller; or (7) Buyer’s breach of any other agreement between Buyer and Seller, regardless of whether the effective date of such agreement is before or after the Effective Date. Upon the occurrence of any Event of Default and any time thereafter prior to payment of the Purchase Price in full, Seller may exercise one or more of the following remedies: (1) terminate this Ag reement; (2) declare all unpaid payments under this Agreement to be immediately due and payable; (3) direct Buyer at its expense to prompt ly prepare the Equipment for pickup by Seller and take possession of the Equipment wherever found, and for this purpos e enter upon any premises of Buyer and remove the Equipment, without any liability to Buyer or requirement for a suit, action, bond or oth er proceedings; (4) use, hold, sell, lease or otherwise dispose of the Equipment on the Site or any other location wit hout affecting the obligations of Buyer as provided in this Agreement; (6) proceed by appropriate action either in law or in equity to compel Bu yer’s performance or to recover damages sufficient to ensure that Seller receives the full benefit of it bargain under this Agreement, plus attorneys’ fees and any other expenses paid or incurred by Seller in connection with repossession, holding, repair and subseq uent disposition of the Equipment; (7) apply any deposit or down payment specified in this Agreement to payment of Seller’s costs, expenses and attorneys’ fees incurred in enforcing this Agreement (provided, however, nothing herein shall be construed to me an that Seller’s damages are limited to the amount of such deposit or down payment); and (8) exercise any and all other rights of Seller under applicable law. These rights and remedies are nonexclusive and may be exercised concurrently or separately. Seller’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or of an y other right under this Agreement or applicable law.

Sale Terms and Conditions, Rev01/14/25

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

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44'-0"
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FOR REFERENCE ONLY
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3. DRAWING DATE: DRAWING
NUMBER:

DRAWN BY:
24’ x 44’ CITY OF ROSEVILLE OFFICE BUILDING
ERC
04/30/25
05/27/25

THE INFORMATION CONTAINED HEREIN IS PROPRIETARY TO MOBILE MODULAR. AND MAY NOT BE SHARED WITH ANY THIRD PARTY

WITHOUT THE EXPRESS WRITTEN CONSENT OF MOBILE MODULAR
5700 Las Positas Rd, Livermore, California, 94551
7'-0" 2'-0" 1'-0"1'-0"
4'-0"

Page 909 of 1759 ends

City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.16
File #: 0203-10
Item ID: 2025-412

Title: Regulation Soccer Goals - Contract Purchase Agreement Contact: Rob Nakamura 916-774-5135 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with Net World Sports Limited in the amount of $130,167.28 for the purchase, delivery and assembly of soccer goals, nets and corner flags for the Placer Valley Soccer Complex scheduled to open in late 2025. Funding is included in the multi-funded Soccer Complex Capital Improvement Project.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Contract Purchase Agreement (#3004672) with Net World Sports Limited for the purchase, delivery and assembly of soccer goals, nets and corner flags for the Placer Valley Soccer Complex and authorize the City Manager to execute it.

BACKGROUND
The Placer Valley Soccer Complex located in west Roseville is currently under construction and will feature ten (10) full-size soccer fields and twenty (20) youth-size fields that will accommodate league play, training programs and tournaments. The facility is scheduled to open in January of 2026, with the potential for a soft opening in late 2025.

On April 14, 2025, the Parks, Recreation & Libraries (PRL) Department issued a Request for Proposals for Regulation Soccer Goals (RFP 13-163). After evaluation of the submitted proposals, the contract was awarded to Net World Sports Limited for the purchase of 60 goals including 20 regulation-size and 40 youth-size goals, nets and corner flags. The purchase includes delivery and assembly.

FISCAL IMPACT
Funding of $130,167.28 for the purchase of regulation and youth-size soccer goals, nets and corner flags was approved in the multi-funded Soccer Complex Capital Improvement Project.

ENVIRONMENTAL REVIEW
The purchase, delivery and assembly of soccer goals, nets and corner flags for the Placer Valley Soccer Complex is part of the development of that project, which was considered and analyzed in the Subsequent Initial Study/Mitigated Negative Declaration (Subsequent IS/MND) for the Roseville Regional Sports Complex Project (SCH No. 20020820257, approved August 17, 2022). The purchase and assembly of the equipment was evaluated in the Subsequent IS/MND: no new effects would be expected to occur and all applicable mitigation measures from the Subsequent IS/MND will be implemented. As such, no additional CEQA action is required at this time.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

Page 910 of 1759 ends

3. Enhance economic vitality

4. Invest in well-planned infrastructure and growth

5. Support community engagement and advocacy

6. Deliver exceptional City services

Respectfully Submitted,
Rob Nakamura, Recreation Superintendent

Jill Geller, Parks Recreation and Libraries Director

ATTACHMENTS:

1. Resolution 25-222

2. Contract Purchase Agreement

3. Intent To Award - 13-163_Regulation Soccer Goals

4. RFP 13-163_Ranking Sheet

5. RFP 13-163_Regulation Soccer Goals_MASTER Score Sheet

REVIEWERS:

Rob Nakamura, Parks, Recreation, and Libraries Department - Recreation Created/Initiated - 6/23/2025 Jeff Nereson, Parks, Recreation, and Libraries Department - Recreation Approved - 6/23/2025 Jill Geller, Parks, Recreation, and Libraries - All Approved - 6/24/2025 Gretchen Hakala, City Attorney Department Approved - 6/25/2025 Katrina Six, City Clerk Department Approved - 6/26/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/30/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/2/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/2/2025 Dominick Casey, City Clerk Department Approved - 7/2/2025 Katrina Six, City Clerk Department Final Approval - 7/2/2025

Page 911 of 1759 ends

RESOLUTION NO. 25-222

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND NET WORLD SPORTS LIMITED, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a contract purchase agreement (3004672) for the purchase, delivery and assembly of soccer goals, nets and corner flags for the Placer Valley Soccer Complex, by and between the City of Roseville and Net World Sports Limited, 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.

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

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Contract Purchase Agreement 3004672
Supplier Details:

Company Net World Sports Limited
Contact Tom Jones
Address Bryn Lane
Wrexham Industrial Estate, LL13 9UT
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.

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

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: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672
Agreement 3004672
Agreement Date 16-JUN-2025
Revision 0
Agreement Amount 130,167.28 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Net World Sports Limited
Bryn Lane
Wrexham Industrial Estate, LL13 9UT
Phone:

Fax:

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

Fax:

Email:
(866) 861-9095
()
[email protected]
Description of
Labor,
equipment
and/or materials

THE CONTRACTOR SHALL PROVIDE PRODUCT AND SERVICES CALLED FOR UNDER CITY OF ROSEVILLE REQUEST FOR PROPOSAL #13-163 AND CONTRACTOR'S PROPOSAL THERETO TITLED "REGULATION SOCCER GOALS" (HEREINAFTER "PROPOSAL"). THE TERMS AND SCOPE OF WORK OF CITY OF ROSEVILLE REQUEST FOR PROPOSAL #13-163 AND CONTRACTOR'S PROPOSAL

ARE HEREIN MADE PART OF THIS CONTRACT PURCHASE AGREEMENT AND FULLY INCORPORATED BY REFERENCE.

START DATE: EXECUTED AGREEMENT
END DATE: UPON FINAL PAYMENT
PRL Department contact information for questions on this agreement:

Sharon Woodward (916) 746-1299 or by email at [email protected] Rob Nakamura (916) 774-5135 or by email at [email protected]

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 16553 Net 30 Freight on Board at the destination 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 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672

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 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 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 3 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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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.

11. Contractor shall comply with all federal, state, and local laws and ordinances, including 4 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672

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 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 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. 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 5 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672
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.

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
6 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
Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA X
N/A
N/A
N/A

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Contract Purchase Agreement 3004672

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

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
7 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672
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.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202 8 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Contract Purchase Agreement 3004672
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 Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA Director
John Hughes
Director
Amy Chadwick
6/18/2025
6/19/2025

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DocuSign Envelope ID: 4749B558-6FCA-43A5-91D4-B595639FE9FA A
pril, 2022
RE
: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine
D
ear Vendor:

O
n March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive- Order.pdf.

The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions- programs-and-country-information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

P
lease note that for any agreements or grants valued at $5 million or more you must report to the City of Roseville your compliance with economic sanctions including steps you have taken in response to Russia's actions in Ukraine, including, but not limited to, desisting from making new investments in, or engaging in financial transactions with, Russian entities, not transferring technology to Russia or Russian entities, and directly providing support to the government and people of Ukraine.

S
incerely,
4/25/2022
Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager
Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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Description
Quantity
Unit of
Measure
Unit Price
Discount %
Amount
SC45166
24x8 Alu110 F/S Box Goal w/360 Wheels
+Weights PAIR
10 Piece
4,435.00
44,350.00
SC45168
21x7 Alu110 F/S w/360 Wheels - PAIR
10 Piece
3,100.00
31,000.00
SC45176

18.5x6.5 Alu110 F/S w/360 Wheels - PAIR
10 Piece
2,750.00
27,500.00
SC45278
FORZA ALU110 Freestanding Box Goal Net -
24 x 8 - PAIR
10 Piece
299.99
2,999.90
SC45289
FORZA ALU110 Freestanding Goal Net - 21 x 7
- PAIR
10 Piece
249.00
2,490.00
SC45288
FORZA ALU110 Freestanding Goal Net - 18.5 x

6.5 - PAIR
10 Piece
199.00
1,990.00
GE45804
FORZA Astroturf Corner Flag Set - Pack of 4
With Bag
25 Piece

99.00 2,475.00

SHIPPING
Shipping Charges
1 Piece
8,000.00
8,000.00
DDP Pricing - Sea Freight
Brokerage & Offloading Required
Total USD
120,804.90
Details for Payment:

Bank Transfer:

Accounting Number:
738014966
The Routing/ ABA Number:
021001088
Swift Bic: MRMDUS
33 Bank Address: P.O. Box
1393
, Buffalo NY
14240-1393
(Bank transfer only, see below bank address to mail
checks)
Card Payment:

861

9095
and request to pay by card.

Pay by Check
Please send to the below address:

Payable to
˜NET WORLD SPORTS LTD
™
FAO Joe Harris
NET FX Inc,
751
Daily Drive
Suite
225
Camarillo, CA
93010

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Bank Sort Code
Prices Including VAT
Quote No.

Shipment Date
Bill-to Customer No.

Account No.

Bank
VAT Registration No.

Website
Phone No.

ABA: 021001088
No
Q00091740
Tom Jones
Salesperson
30/05/25
C02706918
738014966

HSBC US
www.networldsports.co.uk
01691 683807
USA
Wrexham, LL13 9UT
Roseville, CA 95678
Wrexham Industrial Estate
311 Vernon Street
Bryn Lane
City of Roseville
Net World Sports
City of Roseville Parks, Recreation & Libraries

30. May 2025
E-Mail
[email protected]
Document Date
Payment Terms
Net 0 days
Payment Discount
Shipment Method
City of Roseville Parks, Recreation & Libraries
City of Roseville
311 Vernon Street
Roseville, CA 95678
USA
Bill-to Address
Ship-to Address
Sales Quote
Docusign Envelope ID: B241CE80-7B4A-486E-ABDC-B185D30D69FA

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311 Vernon Street
Roseville, CA 95678

NOTICE OF INTENT TO AWARD

To: All Enter bidders or proposers concerning 13-163 Regulation Soccer Goals

From: Rob Nakamura, Recreation Superintendent
Subject: Notice of Intent to Award

For 13-163 Regulation Soccer Goals, pending City Council approval, the City recommends awarding a contract to Net World Sports Limited.

To inquire about the recommended award, please write to Rob Nakamura, Recreation Superintendent at [email protected]

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Department: Parks, Recreation and Libraries
Date: 5/15/2025
RFP No. 13-163
for
Regulation Soccer Goals

Ranking
1 2
3 4
5 Company Name

NET WORLD SPORTS

SATOR SPORTS

FOLD A GOAL

PIONEER ATHLETICS
The above ranking shows the vendor placement in terms of first place, second place, third place, etc. for selection of the contract award. Proposers are ranked using the following criteria: a) Qualifications/References b) Product c) Proposed Cost H2I GROUP

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Evaluation
Criteria
"Qualifications/References"
Evaluation
Criteria
"Product"
Evaluation
Criteria
"Proposed Cost" Total
Ranking Company Name Score (1-40) Score (1-30) Score (1-30) Score SAMPLE 40 30 30 100.0
3 FOLD A GOAL 35 25 26 86.0
5 H2I GROUP 38 28 15 81.0
1 NET WORLD SPORTS 36 30 30 96.0
4 PIONEER ATHLETICS 35 25 24 84.0
2 SATOR SPORTS 36 28 28 92.0

Department: Parks, Recreation and Libraries
Soccer Goals
for
RFP No. 13-163
Date: 5/15/2025

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.17
File #: 0707
Item ID: 2025-442

Title: Roseville Aquatics Complex - Joint Use Agreement Contact: Jeff Nereson 916-774-5974 [email protected]

SUMMARY
Staff recommends approval of a Joint Use Agreement with California Capital Aquatics for their use of the Roseville Aquatics Complex, effective July 17, 2025, through December 31, 2028. California Capital Aquatics will pay the City's General Fund a monthly rental fee over the term of this agreement, in addition to fees for their use in excess of the agreement. The monthly rental fee in Year 1 is $11,891 per month, with inflationary adjustments in subsequent years.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving the Joint Use Agreement (JUA) with California Capital Aquatics (CCA) for use of the Roseville Aquatics Complex, and authorize the City Manager to execute it on behalf of the City of Roseville.

Staff additionally requests authority for the City Manager or his designee to execute two (2) additional one (1) year renewals without further City Council approval.

BACKGROUND
The City and California Capital Aquatics (CCA) entered into the first joint use agreement in 1994 for use of the Roseville Aquatics Complex. The joint use agreement outlines the terms of use and monthly rental fee with an increase for subsequent years. In addition to the monthly rental fee, CCA has agreed to pay a per- day facility rental fee of $500 for each competitive swim meet, reimburse the City for the cost of lifeguard(s) and maintenance staff during all swim meets, and pay a fair share of the cost of small equipment repairs and replacement for items used in conjunction with competitive swimming.

CCA is a year-round program that provides high-level coaching to competitive swimmers. The organization is instrumental in working with the City and Placer Valley Tourism to attract large, regional and national swim meets, bringing hundreds of swimmers and their families to Roseville. The economic impact of these swim meets is significant to the City. CCA continues to be a good partner and understands and respects the importance of the partnerships between the City, CCA and the Roseville Joint Union High School District.

FISCAL IMPACT
For use of the Roseville Aquatics Complex, CCA will pay the City's General Fund:
• Eleven thousand, three hundred ninety-one dollars ($11,391) per month in Year 1 (July 1, 2025 through December 31, 2025).
• Twelve thousand, five hundred thirty dollars ($12,530) per month in Year 2 (January 1, 2026 through December 31, 2026).

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• Thirteen thousand, seven hundred eighty-three dollars ($13,783) per month in Year 3 (January 1, 2027 through December 31, 2027).
• Fifteen thousand, one hundred sixty-one dollars ($15,161) per month in Year 4 (January 1, 2028 through December 31, 2028).

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

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

1. Ensure a safe and healthy community

2. Remain fiscally responsible in a changing world

5. Support community engagement and advocacy

6. Deliver exceptional City services

Respectfully Submitted,
Jeff Nereson, Parks Recreation and Libraries Manager

Jill Geller, Parks Recreation and Libraries Director

ATTACHMENTS:

1. Resolution 25-245

2. Joint Use Agreement - CCA 2025

REVIEWERS:

Jeff Nereson, Parks, Recreation, and Libraries Department - Recreation Created/Initiated - 6/25/2025 Jeff Nereson, Parks, Recreation, and Libraries Department - Recreation Approved - 6/25/2025 Jill Geller, Parks, Recreation, and Libraries - All Approved - 6/25/2025 Gretchen Hakala, City Attorney Department Approved - 7/1/2025 Katrina Six, City Clerk Department Approved - 7/1/2025
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/1/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/1/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/9/2025 Dominick Casey, City Clerk Department Approved - 7/10/2025 Katrina Six, City Clerk Department Final Approval - 7/10/2025

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RESOLUTION NO. 25-245

APPROVING A JOINT USE AGREEMENT, BY AND BETWEEN THE CITY OF

ROSEVILLE AND CALIFORNIA CAPITAL AQUATICS, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a Joint Use Agreement for the Roseville Aquatics Complex, by and between the City of Roseville and California Capital Aquatics, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval.

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

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City Council
Communication
Meeting Date: 7/16/2025
Item #: VII.18
File #: 0707
Item ID: 2025-428

Title: Roseville Aquatics Complex Renovations – Professional Design Services Agreement Contact: Tara Gee 916-774-5253 [email protected]

SUMMARY
Staff recommends approval of a professional design services agreement with WMB Architects, Inc. in an amount not to exceed $229,410 to provide architectural services for renovations of the competition pool and locker/restrooms at the Roseville Aquatics Complex. Funding is included in the Roseville Aquatics Complex Renovations Project in the FY2025-26 Parks, Recreation & Libraries Capital Projects Fund budget.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving the professional design services agreement with WMB Architects Inc. for the Roseville Aquatics Complex Renovations, and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
The 30-year-old Roseville Aquatics Complex is located on Woodcreek Oaks Boulevard south of Pleasant Grove Boulevard.

In March 2025, staff issued a Request for Proposals seeking qualified architects to submit for design of the Roseville Aquatics Complex renovations. Three firms responded to the request. After a panel review, the top two firms were interviewed. The interview panel selected WMB, Inc.

Planned renovations include the replacement of the competition pool shell and replastering, and upgrades to the locker rooms and restrooms to ensure Americans with Disabilities Act (ADA) compliance.

Additionally, upgrade recommendations to the sports lights and Heating, Ventilation, and Air Conditioning (HVAC) to the classroom are included in the scope of services.

FISCAL IMPACT
Funding in an amount not to exceed $229,410 for the Roseville Aquatics Complex Renovations design services is included in the Roseville Aquatics Complex Renovations Project in the FY2025-26 Parks, Recreation & Libraries Capital Projects Fund 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 Professional Design Services Agreement meets the above criteria and is not subject to CEQA. No additional environmental review is required.

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CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

1. Ensure a safe and healthy community

2. Remain fiscally responsible in a changing world

3. Enhance economic vitality

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services

Respectfully Submitted,
Tara Gee, Park Planning and Development Manager

Jill Geller, Parks Recreation and Libraries Director

ATTACHMENTS:

1. Resolution 25-235

2. PDSA FINAL Roseville Aquatics Complex Renovations

REVIEWERS:

Tara Gee, Parks, Recreation, and Libraries Department - Park Development Created/Initiated - 6/23/2025 Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 6/23/2025 Jill Geller, Parks, Recreation, and Libraries - All Approved - 6/24/2025 Gretchen Hakala, City Attorney Department Approved - 6/27/2025 Katrina Six, City Clerk Department Approved - 6/27/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/30/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/2/2025 Michelle Sheidenberger, City Attorney Department Approved - 7/2/2025 Dominick Casey, City Manager Department - City Manager Approved - 7/2/2025 Katrina Six, City Clerk Department Final Approval - 7/2/2025

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RESOLUTION NO. 25-235

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND WMB ARCHITECTS INC., AND AUTHORIZING THE

CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a professional design services agreement for the Roseville Aquatics Complex Renovations project, by and between the City of Roseville and WMB Architects Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

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1 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025]

PROFESSIONAL DESIGN SERVICES AGREEMENT
Project: Roseville Aquatics Complex Renovations

THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and WMB Architects Inc., a California corporation (“CONSULTANT”); and

W I T N E S S E T H:

WHEREAS, CITY desires professional design services for the Roseville Aquatics Complex Renovations; and
WHEREAS, CONSULTANT has prepared a proposal dated May 2, 2025, which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional design services.

NOW, THEREFORE, the parties agree as follows:

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

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

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2 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed two hundred twenty-nine thousand four hundred ten dollars ($229,410).

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

3. Indemnification. To the fullest extent allowed by law, CONSULTANT agrees to indemnify, including the cost to defend CITY, and its officers, agents, employees and volunteers from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by CITY or the agents, servants, or independent contractors who are directly responsible to CITY, or arising from the active negligence of CITY. Notwithstanding any terms of this section, indemnification and defense obligations shall conform to California Civil Code Section 2782.8.

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

CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by

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3 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

4. Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following minimum policies of insurance during the term of this Agreement.

COVERAGE LIMITS OF LIABILITY

Workers’ Compensation Statutory

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

Automobile Liability $1,000,000 combined single limit

Professional Liability (errors and $2,000,000 per claim omissions) $4,000,000 aggregate

a. Form. CONSULTANT shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be 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

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4 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. c. Cancellation/Modification. CONSULTANT shall provide ten (10) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.

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5 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
g. Waiver of Subrogation. CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law.

5. Records. CONSULTANT and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall

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6 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provision in its contracts with all subcontractors.

6. Time is of the Essence. Time is of the essence of this Agreement.

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

Pursuant to the provisions of California Labor Code Section 1773, the contracting department has identified the source, stated below, of the general prevailing rate of wages applicable to the site to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining

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7 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

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

8. Contractor Registration. 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, CONSULTANT and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations. CONSULTANT is hereby notified that this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

9. Compliance with Laws. CONSULTANT shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.

10. Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services under this Agreement shall not include preparing or assisting CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this

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8 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

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

11. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.

12. The Levine Act Disclosure. 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 CONSULTANT and/or its agent(s), CONSULTANT 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.

13. Governing Agreement. In the event of any conflict between this Agreement and its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern.

14. Assignment. CONSULTANT is employed to perform unique personal services.

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

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9 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.

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

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

16. Representation and Warranties. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working for

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10 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

17. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

18. Copyright, Ownership and Use of Materials. All tangible materials (“Material”) created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings, papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.

CONSULTANT shall execute any documents necessary to effectuate such assignment.

In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this

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11 [B:\City Attorney\corres\Kelly\Contracts 2025\Roseville Aquatics Complex Renovations Final.docx; 06/19/2025] Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.

19. Termination of Agreement. The City may terminate this Agreement without cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.

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

20. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance 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.

21. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.

22. Severability. If any of the provisions contained in this Agreement is 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.

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23. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:

CITY OF ROSEVILLE CONSULTANT

Parks, Recreation & Libraries WMB Architects
Attn: Tara Gee Attn: Tim Matheis
316 Vernon Street, Suite 400 2000 L Street, Suite 125 Roseville, CA 95678 Sacramento, CA 95811

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

24. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.

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

CITY OF ROSEVILLE, a WMB ARCHITECTS INC., a California municipal corporation corporation

BY: _______________________________ BY: _______________________________ DOMINICK CASEY its: _______________________________ City Manager

[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Timothy Mattheis
President

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ATTEST:

BY: _______________________________
its: _______________________________

BY: _______________________________

CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:

BY: _______________________________

MICHELLE SHEIDENBERGER
City Attorney

APPROVED AS TO SUBSTANCE:

BY: _______________________________

JILL GELLER
Parks, Recreation & Libraries Director

Doug Davis
Vice President | Secretary

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EXHIBIT “A”

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30 WMB’s approach to the project is structured in four phases that will achieve the successful implementation of the project.

Program Confirmation
The design team members will identify and build a final program of identified improvements both required by code and desired by City stakeholders. Tasks in this phase include:

A. Kickoff meeting with City stakeholders and design team.

B. Site and facility investigations with a CASp compliance survey and City stakeholder input
C. A written program report of identified improvements
for project scope, including optional items. Create a
spreadsheet menu of improvements.

D. City stakeholder review and meeting discussions to
confirm and finalize program elements.

E. Final written program with supplemental graphics and pictures as beneficial.

Design Solutions
The design team will prepare design plans to creatively resolve the menu of improvements to the facility with an estimate of costs – 30% completion. Tasks in this phase include:

A. Initial design identifying solutions to the menu of
improvements- documentation with annotated site plan
and floor plan drawings. Internal design team meetings for collaborative problem solving and coordination.

B. Design review meetings with City stakeholders and
WMB team: consulting team members as beneficial to
development and review. Hold 2-stakeholder design
meetings.

C. Prepare a 30% completion set of drawings describing
design solution improvements with annotated plans and
supplemental key details.

D. Prepare a 30% documentation estimate of probable costs.

E. City stakeholder review of 30% documents and
cost estimate – review meeting as beneficial to City
stakeholders
TAB E: PROJECT PLAN

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31 Construction Documents
The design team will develop construction documents based on the approved design plans to achieve 75% and 99% completion.

Tasks in this phase include:

A. Internal design team collaboration and coordination.

B. Interior Finishes materials design, research and selection with City stakeholder reviews at initial design with color and material palette options, interim proposed materials review and final interiors design plans and materials
review.

C. Preparation of construction drawings – plans, sections, details, schedules within menu of improvements to
achieve 75% completion.

D. Prepare a 75% completion estimate of probable costs.

E. Submittal to City stakeholders for review. Hold a design team meeting City to discuss review comments.

F. Prepare a 99% completion set of construction documents including book specifications.

G. Update the estimate of probable costs.

Plan Review and Permitting
The design team will submit the 99% completion construction documents for City stakeholder and permit reviews, and County Health Department permit, for ultimate 100% construction documentation for use in bidding and construction of the project.

Tasks in this phase include:

A. Submittal of 99% completion construction documents
and estimate of probable costs for City stakeholder
review.,
B. Submittal of 99% completion construction documents
and applications to City for building permits and to Placer County Health Department for permit review.

C. Meet with City stakeholders to discuss review comments.

D. Respond to City and County Health Department review
comments..

E. Modify documents as required to address stakeholder
comments and City and County Health comments
to achieve a 100% completion set of construction
documents.

F. Review of cost estimate for updates to 100% completion documents. Submit to City.

G. Prepare 100% permit document packages for City bidding and construction.

TAB E: PROJECT PLAN

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32 Optional Service 1: Construction Administration
Provide construction administration services during construction of the project. Construction duration estimated at 7 months. This phase includes the following tasks:

A. Site Observation Visits: Architect (3): Aquatics ( 2):

Electrical (2): Structural (1)
B. Process response to contractor RFIs
C. Preparation of Architects Supplemental Instructions
D. Submittal and Substitution Reviews
E. Conduct punch list evaluation of substantial completion at site & buildings
Optional Service 2: Upgrade Sports Light Fixtures
A. Evaluate lumen distribution and performance of existing sports lights;
B. Recommend upgrades/replacement with existing poles to remain with
C. Prepare cost estimate and review with Client.

D. Document upgrade specification and details in
construction drawings.

Optional Service 3: Add HVAC system to Unconditioned
Storage Space ( for Office Space)
A. Prepare design for adding HVAC system ; evaluate
electrical service available and required.

B. Prepare cost estimate and review with Client.

C. Document HVAC additional scope of work in construction drawings.

TAB E: PROJECT PLAN

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33 Potentially necessary services not considered in the above scope:

1. Soils testing/engineering, including finalized geotechnical investigation report.

Unusual soil conditions such as expansive soils, fill soils, soils with low bearing capacity (under 2,000 psf), and high water tables which require additional engineering will be considered an additional service and billed on an hourly basis.

This includes piles, piers, and/or mat slabs, and dewatering systems.

2. Destructive testing of existing pool structures to confirm as-built condition.

The structural integrity of existing pool structures cannot be guaranteed without confirming as-built condition of pool wall thickness, concrete reinforcement and compressive strength.

Additional engineering for deficient structures will be considered an additional service and billed on an hourly basis.

TAB E: PROJECT PLAN

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34 TAB E: PROJECT PLAN

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 1 Program Confirmation
A Kick Off Meeting
B Investigation / Surveys
C Program Report
D City Review
E Final Program
2 Design Solutions
A Initial Design
B City Review / Meeting
C 30% Design Drawing
D 30% Cost Estimate
E City Review/Meetings
3 Construction Documents
A Design Development
B Interior Finishes / Meetings (3)
C 75% Construction Documents
D 75% Cost Estimate
E City Review / Meeting
F 99% Construction Documents
G 99% Cost Estimate Update
4 Permitting
A Submit 99% - City Review
B Submit Bldg & Health Permit App
C City Review / Meetings
D Bldg / Health Comments & Response
E Modify CDs to 100%
F 100% Cost Estimate Update
G 100% Bid CDs Deliverables
AHJ Review
AHJ Review
1 Weekly Schedule of Tasks

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EXHIBIT “B”

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Proposal of Services | RFP 13-166 Roseville Aquatics Complex Renovations 2 PROJECT COST PROPOSAL SUMMARY
WMB will provide these services for a Hourly, Not-to-Exceed Professional Services Fee of $229,410 as itemized by task and discipline below. Reimbursable expenses, estimated at $8,400 are in addition to the fee and will be billed as incurred at cost plus 10 percent.

Invoices shall be rendered monthly in proportion to services performed.

Reimbursable expenses include costs incurred by the Architect, the Architect’s employees and Consultants directly related to the Project including but not limited to out-of-town mileage, printing, reproductions, plots, renderings, and postage/shipping. It is assumed that all Permit, Bid, and Construction Documents will be distributed electronically. The printing of these drawing sets is not included in the Reimbursable Allowance above.

If additional services are required beyond the Scope of Services described above, a Change in Project Scope agreement will be prepared and submitted for the Client’s authorization prior to the performance of Additional Services. (fees not-to-exceed)
Project Phases WMB ADG Sacramento Engineering Silva Cost Consulting Meridian TOTAL Program Confirmation 13,290.00$ 5,500.00$ 3,980.00$ -$ 1,550.00$ 24,320.00$ Design Solutions 23,840.00$ 20,580.00$ 5,360.00$ 3,500.00$ 3,680.00$ 56,960.00$ Construction Documents 35,905.00$ 20,310.00$ 17,240.00$ 10,500.00$ 5,910.00$ 89,865.00$ Plan Review and Permitting 17,530.00$ 2,460.00$ 13,290.00$ 1,400.00$ 2,550.00$ 37,230.00$ Upgrade Sports Lighting 2,665.00$ -$ 9,860.00$ -$ -$ 12,525.00$ Swin Meet Office 2,110.00$ -$ 6,400.00$ -$ -$ 8,510.00$ Total Fees Not-to-Exceed 95,340.00$ 48,850.00$ 56,130.00$ 15,400.00$ 13,690.00$ 229,410.00$ Optional Phase WMB ADG Sacramento Engineering Silva Cost Consulting Meridian TOTAL Construction Administration 38,250.00$ 5,660.00$ 12,260.00$ -$ 7,400.00$ 63,570.00$ Total Fees Not-to-Exceed 63,570.00$
WMB ADG Sacramento Engineering Silva Cost Consulting Meridian TOTAL Reimbursable Costs 1,500.00$ $4,500 2,000.00$ -$ 400.00$ 8,400.00$

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Roseville City CouncilJuly 16, 2025

Roseville City Council
July 16, 2025