Agenda packet — Roseville City Council, April 1, 2026 (part 3 of 7)

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sufficient cash funding available to invest in any necessary capital improvements on a pay- go basis.

Using Reserves to Meet Coverage

The Policy recommends that the Utilities calculate DSC and Operating Ratios without Reserves and without accounting for Rate Stabilization Fund draws. The use of rolling coverage in calculating DSC is very useful for legal compliance purposes but it is not recommended for operating and financial management purposes as it may give an inaccurate depiction of financial health.

8. Recommended Reserve Policy

Reserves are important to the Utilities because they help to:

 Ensure cash exists for the timely payment of bills.
 Maintain the short-term and long-term financial health of each Utility.  Maintain stable rates for customers.
 Fund unanticipated cost contingencies.
 Ensure funds exist for system improvements.
 Act as a significant factor in bond ratings.
 Identify when financing should be procured.
 Identify the need for rate actions.

Policy

The most common approach to sizing Reserves is by number of days of expenses. Water and wastewater utilities of about equivalent size to the City of Roseville Water and Wastewater Utilities typically have reserves of at least 250 days. Reserves of approximately 365 Days’ Cash would be more typical for AA-/A+ category rated utilities and would be more appropriate to match the risks that the Water and Wastewater Utilities manage. It is recommended that the Solid Waste Utility maintain Days’ Cash of approximately 90 days for the reasons described below.

Operating Risk Management

The Utilities use reserves to handle fluctuations and adjustments in every day expenses.

It is recommended that each Utility maintains approximately 90 days’ worth of Operating Expenses as one subcomponent of the Reserves. Such reserves would, amongst other things, be intended to cover timing issues with regard to payments, fluctuations in purchased water costs, and other operational issues. In consideration of these fluctuations in cost and cash requirement, 90 Days’ Cash for regular operation management is a modest first component of the recommended Reserves.

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System Critical Failure

Each Utility should consider maintaining a portion of the Reserves that is for a single emergency event (e.g. treatment facility closure, conveyance disruption, etc.). In total, it is recommended that the Reserves set aside for system critical failure be equivalent to approximately 1.0 - 2.0% of the Capital Assets belonging to each respective Utility. Due to the lack of Capital Assets possessed by the Solid Waste Utility, it is not recommended that the Solid Waste Utility keep any reserves for the event of a system critical failure.

This component of the Reserves may be forgone if it is determined that each Utility’s exposure to critical failures is adequately covered through insurance.

Rate Stabilization

In addition to addressing operating and maintenance issues, Reserves serve two other important purposes:

1. Reserves act as a shock absorber for ratepayers.

2. Reserves offer security to each Utility’ s debt holders. If an unusual financial or operating event leaves a Utility short of cash, Reserves can be used to avoid an immediate increase in rates to cover the shortfall.

Keeping some Reserves for rate stabilization would allow the Utilities to ensure that under virtually no circumstance would an Event of Default situation occur within a single year, and that the City Council would have the year to contemplate ways to prevent investors from enforcing rate actions on the Utilities’ customers.

For such reasons, it is advisable that the Water and Wastewater Utilities target Reserves sized for rate stabilization at approximately 50% of annual operating expenses or roughly 180 Days’ Cash.

Because the Solid Waste Utility does not hold any debt and has historically experienced very stable net revenues, it is recommended that the Solid Waste Utility not hold any reserves for the purpose of rate stabilization.

Other Uses for Reserves

The aforementioned categories are those that most clearly merit the allocation of Reserves but are by no means the only categories of financial exposure that the Utilities could manage with Reserves. For instance, the Utilities have significant Pension and Other Post- Employment Benefit liabilities that could generate a cash requirement. Further, to the extent that the Solid Waste Utility faces fees for the closure of a landfill or similar occurrence, it may be prudent to hold additional reserves for such an event. Other risk

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categories such as interest rate exposure are relatively small and do not need to be reserved for separately, but are real risks that could potentially be managed with Reserves.

Reserve Policy Summary

These recommendations would suggest that the following would be the appropriate Reserve levels for each Utility:

 Operating Risk Management: 90 Days’ Cash
 System Critical Failure (Water and Wastewater Only): 1.0 - 2.0% of Capital Assets  Rate Stabilization (Water and Wastewater only): ~180 Days’ Cash  Total Reserves: ~270 Days’ Cash plus 1.0 - 2.0% of Capital Assets (Water and Wastewater); 90 Days’ Cash (Solid Waste)

While these areas of consideration were evaluated in order to conceptualize the appropriate size of the Reserves, each Utility intends to maintain a single Reserve without separate buckets. These Reserve allocations are neither abnormally high nor low for industry standards. Each component of the Reserves is sized at less than the maximum possible exposure for each component because there is a recognition that it is unlikely several of the risks each Utility faces would materialize simultaneously.

Building and Drawing Upon Reserves

The Water and Wastewater Utilities are targeting Reserves of about 270 Days’ Cash plus 1.0 - 2.0% of Capital Assets while the Solid Waste Utility is targeting 90 Days’ Cash, however, there is no intention of setting rates to maintain Reserves equal to the levels prescribed above. The purpose of Reserves is to address the financial impacts of revenue and expense fluctuations and unanticipated events. Excess reserves can be used for several financial imperatives including but not limited to: financing capital improvements on a pay-go basis, paying down existing debt, or lowering rates. The general philosophy of the proposed range is that the Water and Wastewater Utilities should target 270 Days’ Cash plus 1.0 - 2.0% of Capital Assets and the Solid Waste Utility should target reserves of 90 Days’ Cash. Each of the Utilities should limit reserves to 130% of the respective reserve targets.

Each Utility’s Reserves would increase or decrease depending upon many factors for a given year; however, to the extent that each Utility achieves its DSC or Operating Ratio Policy targets, Reserves would remain fairly stable. Reserves would increase or decrease under the following conditions:

 Net Revenues Available for Debt Service are higher or lower than budgeted/projected as a result of higher or lower Revenues and Expenses  Debt Service is higher or lower than budgeted/projected

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 Capital investment in the system from Net Revenues is higher or lower than budgeted/projected
 Debt issued for capital investment is greater or less than budgeted/projected

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9. Interaction Between Coverage and Ratios, Reserves, and Rates

For reasons described in the sections above, the Policy prescribed specific targets for DSC and Operating Ratios and Reserves. However, the Policy anticipates that in practice there is a range of acceptable results and a balance between cash flow and reserve levels is warranted.

A rate increase should be considered by the City Council if any of the following conditions (the “Rate Increase Conditions”) are projected in the five-year forecast:

 DSC without Reserves will be less than 1.80x
 Operating Ratios (Solid Waste Only) without Reserves will be less than 1.30x  Any rate increase would be greater than six percent
 A major expenditure is expected

Rate increases indicated by the above conditions that would exceed six percent in any one year can be spread over multiple years.

No rate increase for the purpose of increasing reserves or DSC should be considered if DSC or Operating Ratios without Reserves are above their respective targeted levels and Reserves are projected to be greater than the targeted levels of 270 Days’ Cash plus 1.0 –

2.0% of Capital Assets for the Water and Wastewater Utilities and 90 Days’ Cash for the Solid Waste Utility.

Lastly, it is important to note that recommendations in the Policy are associated with projected financial conditions for the Fiscal Year End of future years. Actual results will vary based on weather, market conditions, etc. In addition, Reserves and cash flow may be more or less robust within a Fiscal Year, relative to the Fiscal Year End but considering such fluctuations within a year would overly complicate monitoring with only marginal benefit.

10. Conclusion

The Policy was drafted with the intent of providing guiding directives to the Utilities’ management and staff for decisions and recommendations related to each Utility’s financial profile.

The Policy is a fairly incremental change from existing policies. Specifically, the Policy affirms the currently used Rehabilitation and Enterprise Fund guidelines, clarifies and adjusts targets for cash flows available for debt service and operating costs, and adjusts targets for sizing Reserves (previously 40% of Operating Expenses).

In its most abbreviated form, the Policy targets 1.80x DSC without Reserves for the Water and Wastewater Utilities and an Operating Ratio of 1.30x for the Solid Waste Utility. It

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targets Unrestricted Reserves sized at 270 Days’ Cash plus 1.0 – 2.0% of Capital Assets for the Water and Wastewater Utilities and 90 Days’ Cash for the Solid Waste Utility and establishes tolerable maximums. The Policy also provides recommended conditions for rate actions when cash flows and/or Reserves deviate from the targets. The table below summarizes the policy targets described above. Summary

Summary of Policy Targets
Utility Water Wastewater Solid Waste
Debt Service Coverage or
Operating Ratio (x)

1.80 DSC 1.80 DSC 1.30
Reserves (Days’ Cash)
Operating Risk Management 90 90 90
System Critical Failure (% of
Capital Assets)
1-2% 1-2% 0%
Rate Stabilization 180 180 0
Total 270 + 1-2% of
Capital Assets
270 + 1-2% of
Capital Assets
90 The Policy is intended to be revisited and updated periodically if there are material changes in the risk exposures or conditions each Utility faces.

Finally, and perhaps most importantly, the Policy is ultimately intended to serve as a guide and it in no way restricts the ability of the City Council to review proposed rate actions, debt issuances, or other actions of substance to each Utility.

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Appendix I –Peer Water Utility Financial Management Results

1Issues debt through the Redding Joint Powers Financing Authority 2 City of Sacramento reports data rounded to the nearest thousand 3If not specified, assumed to be Net Operating Revenue (Excluding Depreciation) plus Non-Operating Income 4Unrestricted Cash defined as: "Unrestricted Net Assets" Data from City of Redding, City of Sacramento, and Yuba City comprehensive annual financial reports

Peer Water Utility Financial Results (FY2014)
Utility City of Redding1 City of Sacramento2 Yuba City Ratings (M/S/F) -/AA/- -/AA-/AA- -/A+/AA-
Revenues/Expenses
Operating Revenues $18,423,339 $94,382,000 $11,794,764 Operating Expenses
(Excluding Depreciation)
$13,245,963 $43,215,000 $4,815,664
Net Operating Revenue $5,177,376 $51,167,000 $6,979,100 Non-Operating Revenue
(Expenses)
$1,074,049 ($4,373,000) $2,468,918
Net Revenue Available for
Debt Service
3 $6,515,804 $46,794,000 $5,204,350
Depreciation & Amortization $3,457,758 $16,951,000 $4,718,299 Net Revenue after
Depreciation & Amortization
$2,793,667 $29,843,000 $4,729,719
Cash
Unrestricted4 $23,402,105 $71,087,000 $14,543,831
Days' Cash on Hand 645 600 1,102
Debt
Total Debt Outstanding $5,925,956 $399,134,612 $50,214,569 Annual Debt Service $1,091,335 $11,279,000 $2,915,149
Debt Service Coverage
(Operating)

5.97x 4.15x 1.79x
Debt Service Coverage 4.74x 4.54x 2.39x

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Appendix II –Peer Wastewater Utility Financial Management Results

1Issues debt through the Redding Joint Powers Financing Authority 2If not specified, assumed to be Net Operating Revenue (Excluding Depreciation) plus Non-Operating Income 3Unrestricted Cash defined as: "Unrestricted Net Assets" Data from City of Redding, City of Stockton, and City of Vacaville comprehensive annual financial reports

Peer Wastewater Utility Financial Results (FY2014)
Utility City of Redding 13 City of Stockton City of Vacaville Ratings (M/S/F) -/AA/- Ba1/-/A- -/-/-
Revenues/Expenses
Operating Revenues $22,720,092 $59,953,318 $32,219,462 Operating Expenses
(Excluding Depreciation)
$12,527,074 $40,172,822 $18,603,458
Net Operating Revenue $10,193,018 $19,780,496 $13,616,004 Non-Operating Revenue
(Expenses)
($175,350) ($3,662,856) ($662,109)
Net Revenue Available
for Debt Service
2 $11,645,032 $21,057,331 $12,953,895
Depreciation &
Amortization
$5,924,400 $11,161,304 $5,367,829
Net Revenue after
Depreciation &
Amortization
$4,093,268 $4,956,336 $7,586,066
Cash
Unrestricted3 $20,151,993 $38,576,321 $61,918,880
Days' Cash on Hand 587 350 1,215
Debt
Total Debt Outstanding $91,119,042 $81,270,000 $168,768,665 Annual Debt Service $8,117,463 $7,373,138 $8,557,860
Debt Service Coverage
(Operating)

1.26x 2.68x 1.59x
Debt Service Coverage 1.43x 2.86x 1.51x

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City Council
Communication
Meeting Date: 4/1/2026
Item #: VII.6
File #: 0203-07
Item ID: 2026-191

Title: 12kV Padmount Vacuum Fault Interrupter Switches (RFQ 10-3437) — Purchase Order Contact: Sue Jessup 916-746-1107 [email protected]

SUMMARY
Staff recommends approval of a purchase order with Anixter, Inc. as both the lowest and the only responsive and responsible bidder for the purchase of 12kV padmount Vacuum Fault Interrupter switches for the Roseville Electric Department in response to Request for Quotations No. 10-3437. The estimated cost for FY2025-26 is $400,000. Adequate funding is included in the Electric Department’s FY2025-26 budget in the Electric Fund.

RECOMMENDATION
Staff recommends that the City adopt a resolution approving a purchase order with Anixter, Inc. for the purchase of 12kV padmount Vacuum Fault Interrupter switches to be purchased on an as-needed basis and authorize the City Manager to execute it on behalf of the City of Roseville. Additionally, staff requests authority for the City Manager or his designee to approve four (4) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
The Electric Department has a recurring requirement for pad-mounted Vacuum Fault Interrupter (VFI) switchgear. This switchgear is installed for new development as well as for replacement of aged and failed equipment. The switchgear increases reliability for customers by sectionalizing underground power lines. In the event of an outage, the switchgear can be reconfigured to isolate the problem area and restore power to other customers. The switchgear is purchased on an as-needed basis.

A formal bid was issued where vendors were asked to provide a unit price for two separate VFI switches.

Only one vendor responded as listed on the attached bid summary sheet.

FISCAL IMPACT
The estimated cost for FY2025-26 is $400,000. Funding is included in the Electric Department’s FY2025-26 budget in the Electric Fund. Spending for future renewals will be contingent upon Council approval of the budget. Projected annual spending for the optional renewal years is $400,000 from FY2026-27 through FY2029-30.

The purchase of 12kV padmount VFI switches meets the above criteria and is not subject to CEQA. No

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additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

Respectfully Submitted,
Sue Jessup, Buyer

Scott Pettingell, Finance Director

ATTACHMENTS:

1. Resolution 26-070

2. Bid Summary_PP

REVIEWERS:

Sue Jessup, Finance Department - Purchasing Created/Initiated - 3/5/2026 Shannon Wiest, Finance Department - Purchasing Approved - 3/9/2026 Scott Pettingell, Finance Department Approved - 3/13/2026 Kelly Aye, City Attorney Department Approved - 3/17/2026 Katrina Six, City Clerk Department Approved - 3/17/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 3/17/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/17/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/18/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/18/2026

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RESOLUTION NO. 26-070

APPROVING A PURCHASE ORDER FOR 12KV PADMOUNT VACUUM FAULT

INTERRUPTER (VFI) SWITCHES

WHEREAS, a Purchase Order for 12kV padmount Vacuum Fault Interrupter (VFI) switches by and between the City of Roseville and Anixter Inc. has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said purchase order is approved.

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

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

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Line Item Bid
Bid Type
ExcelFormat Bid Tabulation Matrix
Version 1
Bid RFQ #10-3437 - 12kV Padmount VFI Switches
End Date 2026-02-04 03:00 PM PST
Vendor Anixter Inc
Item Code Item Name Item Description Qty Unit Unit Price 1 VFI-5 1 Each $66,500.00
Brand
Item Vendor Ref Number
2 VFI-15 1 Each $82,800.00
Brand
Item Vendor Ref Number

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City Council
Communication
Meeting Date: 4/1/2026
Item #: VII.7
File #: 0600-04
Item ID: 2026-210

Title: Revised Other Post-Employment Benefits Trust Investment Policy Statement, Revised Pension Trust Investment Policy Statement, and Portfolio Performance Update Contact: Jeannine Thrash 916-774-5473 [email protected]

SUMMARY
Staff recommends approval of a revised Other Post-Employment Benefits Trust Investment Policy Statement and a revised Pension Trust Investment Policy Statement, and acceptance of a summary of the FY2024-25 OPEB Trust Fund investment portfolio performance results through June 30, 2025. The revised Investment Policy Statements incorporates updated definitions and clarifying language, to align with the classifications of the CIty asset allocations in the investment manager's new performance measurement system.

RECOMMENDATION
Staff recommends that the City Council:

1. Adopt a resolution approving the Revised Other Post-Employment Benefits (OPEB) Trust Investment Policy Statement; and

2. Adopt a resolution approving the revised Pension Trust Investment Policy Statement; and

3. Accept the attached summary of the OPEB Trust Fund investment portfolio performance for FY2024-25 through June 30, 2025.

BACKGROUND

Other Post Employment Benefits (OPEB) Trust
The City contracts with PFM Asset Management (PFM) to manage its OPEB Trust investment portfolio pursuant to an investment policy statement. The City's OPEB Trust accounts for assets held by the City as a trustee agent for the members and beneficiaries of the City's OPEB plan (retiree medical insurance).

Investment Policy Statement
The revised OPEB Trust Investment Policy Statement incorporates updated definitions and clarifying language, to align with PFM's classifications of the City's asset allocation in its new performance measurement system.

OPEB Trust Investment Portfolio Performance Update
The City’s OPEB Trust Review Committee meets quarterly (or at least semi-annually) with PFM to review performance and asset allocation of the Trust. The OPEB Trust Review Committee confirms that PFM is making reasonable investment decisions consistent with the Investment Policy Statement. The attached report, FY2024-25 OPEB Trust Fund Portfolio Investment Performance, summarizes the portfolio growth, performance and asset allocation for the fiscal year ended June 30, 2025.

The OPEB Trust portfolio performance, with the fiscal year ended June 30, 2025, in the “1 Year” column, is

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as follows:

The investment earnings and discount rate assumption for the City’s OPEB plan is currently 6.25%.

Pension Reserve Trust

The City also contracts with PFM Asset Management (PFM) to manage its Pension Trust investment portfolio pursuant to an investment policy statement. The Pension Reserve Trust Fund accounts for assets held by the City as a reserve to help manage future increases in required pension contributions.

Investment Policy Statement
The revised Pension Trust Investment Policy Statement incorporates updated definitions and clarifying language, to align with PFM's classifications of the City's asset allocation in its new performance measurement system.

FISCAL IMPACT
Approval of the revised investment policy statements has no fiscal impact.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The approval of the revised Other Post-Employment Benefits (OPEB) Trust Investment Policy Statement and Portfolio Performance Update, and Revised Pension Trust Investment Policy Statement meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

2. Remain fiscally responsible in a changing world

Respectfully Submitted,
Jeannine Thrash, Management Analyst

Scott Pettingell, Finance Director

ATTACHMENTS:

1. Resolution 26-076

2. Revised OPEB Trust Investment Policy Statement FY 25-26 April clean

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3. Revised OPEB Trust Investment Statement Policy FY 25-26 April redline

4. Resolution 26-077

5. Revised Pension Trust Investment Policy Statement FY 25-26 April clean

6. Revised Pension Investment Policy Statement FY 25-26 April redline

7. 2025 Q2 Roseville OPEB Performance Summary

REVIEWERS:

Jeannine Thrash, Finance Department Created/Initiated - 3/9/2026 Scott Pettingell, Finance Department Approved - 3/17/2026 Kelly Aye, City Attorney Department Approved - 3/18/2026 Katrina Six, City Clerk Department Approved - 3/18/2026 Ryan DeVore, City Clerk Department Approved - 3/18/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/18/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/18/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/19/2026

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RESOLUTION NO. 26-076

APPROVING THE REVISED OTHER POST-EMPLOYMENT BENEFITS TRUST

INVESTMENT POLICY STATEMENT

WHEREAS, the City contracts with PFM Asset Management (PFM) to manage its Other Post-Employment Benefits OPEB) Trust investment portfolio pursuant to an investment policy statement; and

WHEREAS, the City's OPEB Trust accounts for assets held by the City as a trustee agent for the members and beneficiaries of the City's OPEB plan (retiree medical insurance); and

WHEREAS, the revised OPEB Trust Investment Policy Statement incorporates updated definitions and clarifying language, to align with PFM's classifications of the City's asset allocation in its new performance measurement system; and

WHEREAS, the revised Other Post-Employment Benefits Trust Investment Policy Statement for the City of Roseville has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said revised OPEB Investment Policy Statement is approved.

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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INVESTMENT POLICY STATEMENT
FOR

CITY OF ROSEVILLE, CALIFORNIA

OTHER POST-EMPLOYMENT BENEFITS TRUST

Adopted April 1, 2026

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TABLE OF CONTENTS

SECTION PAGE

I. Purpose ..................................................................................................................................... 1

II. Roles and Responsibilities ........................................................................................................ 1

III. Statement of Investment Objectives ......................................................................................... 3

V. Selection of Investment Managers ........................................................................................... 5

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 1 Preamble

I. Purpose

The purpose of this Policy Statement is to achieve the following:

1. Document investment objectives, performance expectations and investment guidelines for Trust assets.

3. Establish investment guidelines to control overall risk and liquidity.

4. Establish periodic performan ce reporting requirements to report investment results and confirm that the investment policy is being followed.

5. Comply with fiduciary, prudence, due diligence and legal requirements for Trust assets.

II. Roles and Responsibilities

The City Council
The City Council may delegate to staff, but is ultimately responsible for:

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 2 The Investment Advisor

The City has contracted with PFM Asset Management LLC to serve as the Investment Advisor for the Trust (“Advisor”), to oversee certain policies and procedures related to the operation and administration of the Trust. The Advisor w ill have authority to implement the investment policy and guidelines in the best interest of the Trust to best satisfy the purposes of the Trust.

In implementing this Policy Statement, the City delegates certain functions to:

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 3 III. Statement of Investment Objectives

The investment objectives of the Trust are as follows:

2. Liquidity. To provide for f unding and anticipated withdraw als on a continuing basis for payment of benefits and reasonable expenses of operation of the Trust.

3. Growth. To conserve and enhance the value of Trust assets in real terms through asset appreciation and income generation, while maintaining a reasonable investment risk profile.

4. Low volatility. To minimize pr incipal fluctuations over th e Time Horiz on (as defined below).

IV. Investment Guidelines

"GrowthEquity Assets" - a collection of investments and/ or asset classes whose primary risk and return characteristics are focused on capit al appreciation. Inve stments within the EquityGrowth Assets category can include income and risk mitigating characteristics, so long as the predominant investment risk and return characteristic is capital appreciation. Examples of such investments or asset classes are: publicly traded domestic and international equities or equity funds, ,publicly traded certain real estate investments, focused on equity risk mitigation or equity-like returns.

"FixedIncome Assets" - a collection of investments and/or asset classes w hose primary risk and return characteristics are focused on in come generation. Investments within the Fixed Income Assets category can include capital appreciation and risk mitigating characteristics, so long as the primary investment risk and re turn characteristic is income generation. Examples of such investments or asset classes are: fixed income securities or funds that are at investment grade or below investment grade, including inflation protected securities, guaranteed investment contracts, and certain other investments focuse d on interest rate risk mitigation or income investment-like returns.

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 4 “Real Return Assets” -a collection of investments in asset classes whose primary risk and return characteristics are real return after inflation. Investments within the category can include publicly traded commodities, inflation prot ected securities and other assets expected to produce positive real returns after inflation.

"Listed Real Assets" - a collection of investments and/or asset classes whose primary risk and return characteristics are derived from real assets that include but are not limited to listed real estate, listed infrastructure, commodities and natural resources.

"Alternative Assets" - a collection of private inve stments in asset classes whose primary risk and return characteristics are either capital appreciation, income gene ration, and/or real returns after inflation. Investments within th e Alternative Assets category can include private equity, private debt, privately traded infrastructure investments, and private and/or certain real estate investments and hedge funds.

A. Time Horizon

B. Liquidity and Diversification

C. Asset Allocation

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 5 Asset Classes Asset Weightings
Range Target

Growth Assets
Domestic Equity 14% - 54% 34%
International Equity 0% - 38% 18%
Other 0% - 15% 0%

Asset Classes Asset Weightings
Range Target

Income Assets
Fixed Income 13% - 53% 33%
Other 0% - 15% 0%

Real Return Assets 0% - 15% 0%

Alternative Assets
Private Equity 0% - 10% 5%
Private Debt 0% - 10% 5%
Private Real Assets 0% - 10% 5%

Cash Equivalents 0% - 20% 0%

Asset Classes Asset Weightings
Range Target
Equity Assets
Domestic Equity 19% - 59% 33.0%
International Equity 1% - 41% 16.5%
Other 0% - 15% 0%

Fixed Income Assets
Fixed Income Investment Grade 20% - 60% 32.8%
Fixed Income Below Investment Grade 0% - 15% 2.7%

Listed Real Assets
Listed REITs
Listed Infrastructure
Other

0% - 10%
0% - 10%
0% - 10%
0%
0%
0%
Alternative Assets
Private Equity 0% - 10% 5.0%
Private Debt 0% - 10% 5.0%

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 6 Real Assets 0% - 10% 5.0%
Cash Equivalents 0% - 20%

D. Rebalancing Philosophy

The asset allocation range established by this Policy Statement represents a long-term perspective.

E. Risk Tolerance

The Trust will be managed in a style that seeks to minimize principal fl uctuations over the established time horizon and that is consistent with the Trust's investment objectives.

F. Performance Expectations

V. Selection of Investment Managers

The Advisor shall prudently select appropriate Managers to inve st the assets of the Trust.

Managers must meet the following criteria:

2. The Manager must provide detailed informati on on the history of th e firm, key personnel, support personnel, key clients, and fee schedul e (including most favor ed nation clauses).

This information can be a copy of a recent Request for Proposal (“RFP”) completed by the Manager or regulatory disclosure.

3. The Manager must clearly articulate the investment strategy that will be followed and document that the strategy has been successfully adhered to over time.

4. The investment professionals making the investment decisi ons must have a minimum of

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 7 three (3) years of experience managing similar stra tegies either at their current firm or at previous firms.

5. Where other than common funds such as mutual funds or commingled trusts are utilized, the Manager must confirm receipt, understanding and adherence to this Policy Statement and any investment specific policies by signing a consent form provided to the Manager prior to investment of Trust assets.

VI. Guidelines for Portfolio Holdings

A. Direct Investments by Advisor

B. Limitations on Managers’ Portfolios

EQUITIES

International Equities. The overall non-U.S. equity allocation should include a diverse global mix that is comprised of the equity of companies from multiple regions and sectors.

Other Growth.

FIXED INCOME

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 8 Other Income. These assets have income characteristics but are not in vested in broadly diversified fixed income. Examples of Othe r Income assets include, but are not limited to, some forms of publicly traded real estate (REIT) with income characteristics, preferred equities, or other publicly traded assets that exhibit income characteristics.

REAL RETURN ASSETS

Real Return Assets typically consist of commodities funds, Treasury Inflation Protected Securities (TIPS), and other assets expected to produce positive real returns after inflation.

LISTED REAL ASSETS
Listed Real Assets may consist of but are not limite d to publicly traded real estate (REIT), publicly traded global infrastructure and infrastructure related companies, listed commodities and listed natural resources.

ALTERNATIVES ASSETS

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 9 Private Real Assets: Private rReal assets are less liquid than publicly traded real assets and can provide returns that are greater than what is available in publicly traded markets. The private real assets portfolio may include investments in typically physical assets that have intrinsic worth due to their substance and properties. Private rReal assets are primarily used for their lower correlation to traditional assets (i.e. stocks and bonds) and their inflation hedging properties. Categories of private real asset investments incl ude, but are not limited to, private real estate, private infrastructure, land, farmland, timberland, precious metals, and commodities. Real assets include securities and assets with varying levels of liquidity. Private real assets are illiquid and long-term in nature whereas public real assets are publicly traded and more liquid. The benefit of lower correlation investments is that, when implemented correctly, these invest ments can potentially improve a portfolio’s exp ected risk-adjusted return over the long-term. The private real assets category can be extended to include other forms of assets that offer similar inflation hedging properties such as pooled vehicl es holding commodi ties contracts, andindex-linked derivative contracts, certain forms of intellectual property.

CASH EQUIVALENTS

Cash equivalents shall be held in funds complyi ng with Rule 2(a)-7 of the Investment Company Act of 1940.

C. Portfolio Risk Hedging

Portfolio investments designed to hedge various risk s including volatility ris k, interest rate risk, etc. are allowed to the extent that the Investme nts do not create direct por tfolio leverage. One example of a hedge vehicle is an exchange traded fund (“ETF”) which takes short positions.

D. Prohibited Investments

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 10 options, futures, or any other inve stment for the sole purpose of direct portfolio leveraging are prohibited. Direct/physical ownership of real estate, natural resource properties such as oil, gas or timber and the purchase of collectibles is also prohibited.

E. Safekeeping

All assets of the Trust shall be held by a custod ian approved by the City and in consultation with the Advisor for safekeeping of Trust assets. The custodian shall produce statements on a monthly basis, listing the name and value of all assets held, and the dates and nature of all transactions in accordance with the terms in the Trust Agreement. Investments of the Trust not held as Liquidity Assets or Investment Assets shall, at all tim es, be invested in in terest-bearing accounts.

Investments and portfolio securities may not be loaned.

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Effective July 1, 2016. Amended May 5, 2021; Amended January xx, 2024April 1, 2026 11 VII. Control Procedures

A. Review of Investment Objectives

B. Review of Investment Performance

The Advisor shall compare the investment results on a quarterly basis to appropriate peer universe benchmarks, as well as market i ndices in both equity and fixed in come markets. Examples of benchmarks and indexes that may will be used include , but are not limited to, the Russell 3000 Index for broad U.S. equity strategies, S&P 500Russell 1000 Index for large cap U.S. equities, Russell 2000 Index for small cap U. S. equities, MSCI ACWI ex.- U.S. for broad based non-U.S. equity strategies, Europe, Australasia, and Far East (EAFE) Index for developed markets international equities, FTSE NAREIT All Equity REIT Index for listed REITs, FTSE Global Core Infrastructure 50/50 Index for Public Infrastructure, Bloomberg U.S.Barclays Capital Aggregate Bond Index for investment grade fixed income securities, ICE BofA U.S. High Yield Index for below investment grade fixed income, for fixed income securities, and the U.S. 91 Day T-bill for cash equivalents. Examples of broad benchmarks to be us ed for the three alternative categories are: Private Equity -Cambridge US Private Equity Index, Private Debt – Cliffwater Direct Lending Index, Real Assets – NCREIF Fund Index-ODCE. Any additional asset classes and strategies will be The category “Other” will be benchmarked against appropriate indices depending on the specific characteristics of the strategies and funds used.

The benchmark for the plan will be a blend ed benchmark of the Russell 3000 Index, the MSCI AWCI ex US Index and the Barclays Aggregate Index based upon the target asset allocation of the Trust.

C. Voting of Proxies

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RESOLUTION NO. 26-077

APPROVING THE REVISED PENSION TRUST INVESTMENT POLICY STATEMENT

WHEREAS, the City also contracts with PFM Asset Management (PFM) to manage its Pension Trust investment portfolio pursuant to an investment policy statement; and

WHEREAS, the Pension Reserve Trust Fund accounts for assets held by the City as a reserve to help manage future increases in required pension contributions; and

WHEREAS, the revised Pension Trust Investment Policy Statement incorporates updated definitions and clarifying language, to align with PFM's classifications of the City's asset allocation in its new performance measurement system; and

WHEREAS, the revised Pension Investment Policy Statement for the City of Roseville has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said revised Pension Investment Policy Statement is approved.

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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INVESTMENT POLICY STATEMENT

FOR

CITY OF ROSEVILLE PENSION TRUST FUND

Adopted April 1, 2026

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TABLE OF CONTENTS

S E C T I O N P A G E

I. Purpose ............................................................................................................................. 1

II. Roles and Responsibilities ................................................................................................ 1

III. Statement of Investment Objectives ................................................................................. 2

IV. Investment Guidelines ...................................................................................................... 3 A. Time Horizon
B. Liquidity and Diversification
C. Asset Allocation
D. Rebalancing Philosophy
E. Risk Tolerance
F. Performance Expectations

V. Selection of Investment Managers .................................................................................... 6

VI. Guidelines for Portfolio Holdings .................................................................................... 7 A. Direct Investments by Advisor
B. Limitations on Managers’ Portfolios
C. Portfolio Risk Hedging
D. Prohibited Portfolio Investments
E. Safekeeping

VII. Control Procedures ........................................................................................................... 9 A. Review of Investment Objectives
B. Review of Investment Performance
C. Voting of Proxies

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1 The City of Roseville has established the City of Roseville Pension Trust Fund (the “Fund”). The Fund will be used to invest monies to fund the City’s contributions to, and unfunded liability in, the California Public Employees’ Retirement System (“CalPERS”). The Roseville City Counc il hereby adopts this Investment Policy Statement (“Policy Statement”) for the following purposes.

I. Purpose

The purpose of this Policy Statement is to achieve the following:

1. Document investment objectives, performance expectations, and investment guidelines for Fund assets.

2. Establish an appropriate inves tment strategy for managing all Fund assets, including an investment time horizon, risk tolerance ranges, and asset al location to provide sufficient diversification and overall return over the long-term time horizon of the Fund.

3. Establish investment guidelines to control overall risk and liquidity.

4. Establish periodic performance reporting requir ements to monitor investment results and confirm that the investment policy is being followed.

5. Comply with fiduciary, prudence, due diligence, and legal requirements for Fund assets.

II. Roles and Responsibilities

Assistant City Manager/Chief Financial Officer

The Assistant City Manager/Chie f Financial Officer (“CFO”) will oversee certain policies and procedures related to the operation and administrat ion of the Fund. The CFO will have authority to implement the investment policy and guidelines in the best interest of the Fund to best satisfy the purposes of the Fund.

The City Council
The City Council may delegate to staff, but is ultimately responsible for:
 Hiring the Investment Advisor.
 Retaining other investment and legal counsel, as necessary.  Establishing and maintain the Investment Policy Statement.  Monitoring the Investment Advisor.
 Directing communications with participants concerning investment results.

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2 Investment Advisor

The Investment Advisor (“Advisor”) is responsible for assisting the City with the investment governance of the Trust and for making reasonable investment decisions compliant with this Investment Policy, the Investment A dvisory Agreement, including the specific Investment Guidelines set forth therein, or as requested in writing by the Trust fiduciaries. The Advisor may select investment managers, mutual funds, or other common investment vehicles as pr ovided for in this Policy. The Advisor may also select Investments with discretion to purc hase, sell, or hold spec ific securities that will be used to meet the Trust’s investment objec tives. Neither the Advisor nor any Manager shall ever take possession of any securities, cash or other assets of the Trust, all of which shall be held by the custodian. The Advisor must be registered with the Securities and Exchange Commission. The Investment Manager shall al locate Trust assets consistent with this Policy and the specific Investment Guidelines, and deliver reports as described in the “Control Procedures” section below.

The City has contracted with PFM Asset Management to serve as the Investment Advisor for the Trust (“Advisor”), to oversee certain policies and proce dures related to the operation a n d administration of the Trust. The Advisor will have authority to implement the investment policy and guidelines in the best interest of the Trust to best satisfy the purposes of the Trust.

In implementing this Policy Statement, the City delegates certain functions to:

1. A custodian selected by the Fund to maintain possession of physical securities and records of street name securities owne d by the Fund, collect dividend a nd interest payments, redeem maturing securities, and effect receipt and delivery following purchases and sales. The custodian may also perform regular accounting of all assets owned, purchased, or sold, as well as movement of assets into and out of the Fund.

2. A trustee appointed by the Fund, such as a bank trust department, if the Fund does not have its own Trustees, to assume fiduciary responsibility for the administration of Fund assets; provided, however, that if the CFO shall have appointed an investment advisor, then any trustee appointed under this paragraph shall have no authority with respect to selection of investments.

3. Additional specialists such as attorneys, auditors , actuaries, and others to assist, as appropriate, the CFO in meeting its responsibilities and obligations in administering Fund assets prudently.

III. Statement of Investment Objectives

The investment objectives of the Fund are as follows:

1. To invest assets of the Trust in a manner cons istent with the following fiduciary standards:
(a) all transactions undertaken must be for the sole interest of Trust beneficiaries, and (b) assets are to be diversified in order to minimize the impact of large losses from individual investments.

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3 2. Liquidity. To provide for funding and anticip ated withdrawals on a continuing basis for payment of contributions to CalPERS and reasonable expenses of operation of the Trust.

3. Growth. To conserve and enhanc e the value of Trust assets in real terms through asset appreciation and income generation, while maintaining a reasonable investment risk profile.

4. Low volatility. To minimize pr incipal fluctuations over th e Time Horizon (as defined below).

IV. Investment Guidelines

Within this section of the Policy Statement, several terms will be used to articulate various investment concepts. The descriptions are meant to be general and may share investments otherwise considered to be in the same asset class. They are:

"Equity Assets" - a collection of investments and/or asset classe s whose primary risk and return characteristics are focused on capital appreciation. Investments within the Equity Assets category can include income and risk mitigating characteristics, so long as the predominant investment risk and return characteristic is capital appreciation. Examples of such investments or asset classes are publicly traded domestic and international equities or equity funds and publicly trad ed investments focused on equity risk mitigation or equity-like returns.

"Fixed Income Assets" - a collection of investments and/or asset classes whose primary risk and return characteristics are focused on income generation. Investments within the Fixed Income Assets category can include capital appreciation and risk mitigating characteristics, so long as the primary investment risk and return characteristic is in come generation. Examples of such investments or asset classes are fixed income securities or funds that are investment grade or below investment grade, including inflation protected securities, guaranteed investment contracts, and other fo cused on interest rate risk mitigation or income investment-like returns.

"Listed Real Assets" - a collection of investments a nd/or asset classes whose primary risk and return characteristics are derived from real assets that include but are not limi ted to listed real estate, listed infrastructure, commodities and natural resources.

real assets and other non-traditional assets/strategies that are expected to provide diversification benefits relative to traditional

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4 A. Time Horizon

The Fund’s investment objectives are based on an intermediate-term inve stment horizon (“Time Horizon”) of five years. Interim fluctuations should be viewed with appropriate perspective. The CFO has adopted an intermediate-term in vestment horizon considering the risks and duration of investment losses versus the possibility of withdrawal needs. Pote ntial appreciation of assets is balanced with the preservation of capital.

B. Liquidity and Diversification

In general, the Fund may hold some cash, cash equivalent, and/or m oney market funds for near-term Fund liabilities and expenses (the “Fund Distributions ”). Remaining assets will be invested in longer- term investments and shall be diversified with the intent to minimize the risk of long-term investment losses. Consequently, the total portfolio will be constructed and maintained to provide diversification with regard to the concentration of holdings in individual issues, issuers, countries, governments, or industries.

C. Asset Allocation

The CFO believes that to achieve the greatest likelihood of meeting the Fund’s investment objectives and the best balance between risk and return for optimal diversification, assets will be invested in accordance with the targets for each a sset class as follows to achieve an average total annual rate of return that is equal to or greater than the Fund’s target rate of return over the long-term, as described in the section titled “Performance Expectations”.

Asset Weightings

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5 Asset Classes Range Target

Equity Assets
Domestic Equity 0% - 33% 12%
International Equity 0% - 27% 6%
Other 0% - 5% 0%

Fixed Income Assets
Investment Grade 50% - 100% 74.0%
Below Investment Grade 0% - 10% 6.0%
Other 0% - 10% 0%

Listed Real Assets
Listed REITs 0% - 5% 1%
Listed Infrastructure 0% - 5% 1%
Other 0% - 5% 0%

Cash Equivalents 0% - 50% 0%

The Advisor and each Manager will be evaluated ag ainst their peers on the performance of the total funds under their direct management.

D. Rebalancing Philosophy

The asset allocation range established by this Policy St atement represents a long-term perspective. As such, rapid unanticipated market shifts or change s in economic conditions ma y cause the asset mix to fall outside Policy Statement ranges. When alloca tions breach the specified ranges, the Advisor will rebalance the assets within the specified ranges. The Advisor may also rebalance based on market conditions.

E. Risk Tolerance

Subject to investment objectives and performance expectations, the Fund will be managed in a style that seeks to minimize principal fluctuations over the established Time Horizon.

F. Performance Expectations

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6 Over the long-term, ten years or longer, the perform ance objective for the Fund will be to achieve an average total annual rate of return of 5.5%. Additionally, it is expected that the annual rate of return on Fund assets will be commensurate w ith the then prevailing investment environment. Measurement of this return expectation will be judged by reviewing returns in the context of industry standard benchmarks, peer universe comp arisons for individual Fund inve stments and blended benchmark comparisons for the Fund in its entirety.

V. Selection of Investment Managers

The Advisor shall prudently select appropriate Managers to invest th e assets of the Fund. Managers must meet the following criteria:

1. The Manager must provide historical quarte rly performance data compliant with Global Investment Performance Standards (GIPS
®), Securities & Exchange Commission (“SEC”),
Financial Industry Regulatory Agency (“FINR A”) or industry recognized standards, as appropriate.

2. The Manager must provide detailed information on the history of the firm, key personnel, support personnel, key clients, and fee schedule (inc luding most-favored-na tion clauses). This information can be a copy of a recent Request for Proposal (“RFP”) completed by the Manager or regulatory disclosure.

3. The Manager must clearly articulate the investment strategy that will be followed and document that the strategy has been successfully adhered to over time.

4. The investment professionals making the invest ment decisions must have a minimum of three (3) years of experience managing similar strategies either at their current firm or at previous firms.

5. Where other than common funds such as mutual funds or commingled trusts are utilized, the Manager must confirm receipt, understanding and adherence to th is Policy Statement and any investment specific policies by signing a cons ent form provided to the Manager prior to investment of Fund assets.

VI. Guidelines for Portfolio Holdings

A. Direct Investments by Advisor

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7 Every effort shall be made , to the extent practical, prudent and appropriate, to select investments that have investment objectives and policies that are consistent with this Policy Statement (as outlined in the following sub-sections of the “Guide lines for Portfolio Holdings”). However, given the nature of the investments, it is recognized that there may be deviations between this Policy Statement and the objectives of these investments.

B. Limitations on Managers’ Portfolios

EQUITIES

No more than the greater of 5% or weighting in the relevant index (Russell 3000 Index for U.S. issues and MSCI ACWI ex-U.S. for non-U.S. issues) of the total equity portfolio valued at market may be invested in the common equity of any one corporati on; ownership of the shares of one company shall not exceed 5% of those outstanding; and not more than 40% of equity valued at market may be held in any one sector, as defined by the Global Industry Classification Standard (GICS).

Domestic Equities. Other than the above constraints, ther e are no quantitative guide lines as to issues, industry or individual security dive rsification. However, prudent dive rsification standards should be developed and maintained by the Manager.

International Equities. The overall non-U.S. equity allocation should include a diverse global mix that is comprised of the equity of companies from multiple countries, regions and sectors.

FIXED INCOME

Fixed income securities of any one issuer shall not exceed 5% of the total bond portfolio at time of purchase. The 5% limitation does no t apply to issues of the U.S. Tr easury or other Federal Agencies.

The overall rating of the fixed income assets as cal culated by the Advisor shal l be investment grade, based on the rating of one Nationally Recognized Statistical Rating Organization (“NRSRO”).

LISTED REAL ASSETS

Listed Real Assets may consist of but are not limited to publicly traded real estate (REIT), publicly traded global infrastructure and infrastructure related companies, listed commodities and listed natural resources.

CASH EQUIVALENTS

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8 Cash equivalents shall be held in funds complying with Rule 2(a)-7 of the Investment Company Act of 1940.

C. Prohibited Investments

Except for purchase within authoriz ed investments, securities having the following characteristics are not authorized and shall not be purchased: letter stock and other unregistered securities, direct commodities or commodity contracts, or privat e placements (with the ex ception of Rule 144A securities). Further, derivatives, options, or futures for the sole purpos e of direct port folio leveraging are prohibited. Direct/physical owners hip of real estate, natural resour ce properties such as oil, gas or timber and the purchase of collectibles is also prohibited.

D. Safekeeping

All assets of the Fund shall be held by a custodian approved by the CFO for safekeeping of Fund assets.

The custodian shall produce statements on a monthly basis, listing the name and value of all assets held, and the dates and nature of all transactions in accordance with the terms in the Fund Agreement.

Investments of the Fund not held as liquidity or invest ment reserves shall, at a ll times, be invested in interest-bearing accounts. Investments and portfolio securities may not be loaned.

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9 VII. Control Procedures

A. Review of Investment Objectives

The Advisor shall review a nnually and report to the CFO the approp riateness of this Policy Statement for achieving the Fund’s stated objectives. It is not expected that this Policy Statement will change frequently. In particular, short-term changes in the financial mark ets should not require an adjustment in this Policy Statement.

B. Review of Investment Performance

The Advisor shall report on a quarter ly basis to the CFO to review the investment performance of the Fund. In addition, the Advisor will be responsible for keeping the CFO advised of any material change in investment strategy, Managers, and other pertinent information potentially affecting performance of the Fund.

The Advisor shall compare the investment results on a quarterly basis to appropriate peer universe benchmarks, as well as market indices in both equity and fixed income markets. Examples of benchmarks and indexes that may be used includ e, but are not limited t o, the Russell 3000 Index for broad U.S. equity strategies; Russell 1000 Index for large cap U.S. equities, Russell 2000 Index for small cap U.S. equities, MSCI ACWI ex-U.S. Index for broad based non-U.S. equity strategies; MSCI Europe, Australasia, and Far East (EAFE) Index for devel oped markets international equities, FTSE NAREIT All Equity REIT Index for listed REITs, FTSE Gl obal Core Infrastructure 50/50 Index for Public Infrastructure, Bloomberg U.S. Aggregate Bond Index for investment grade fixed income securities, ICE BofA U.S. High Yield Index for be low investment grade fixed income, and the U.S. 91 Day T-bill for cash equivalents. The Russell 3000 Index will be used to benchmark the U.S. equities portfolio; the MSCI ACWI ex-U.S. Index will be used to benchmark the non-U.S. equities portfo lio; the FTSE NAREIT All Equity REIT Index and FTSE Global Core Infrastructure 50/50 In dex will be used to benchmark the Listed Real Assets Portfolio; the Bloomberg U.S. Aggregate Bond Index and ICE BofA U.S. High Yield Index will be used to benchmark the fixed income portfolio. Any additional asset classes and strategies will be benchmarked against appropriate indices depending on the specific characteristics of the strategies and funds used.

C. Voting of Proxies

The CFO recognizes that proxies are a significant and valuable tool in corporate governance. The voting rights of individual stocks held in separate accounts or collectiv e, common, or pooled funds will be exercised by the investment managers in accordance with their own proxy voting policies. The voting rights of funds will be exercised by the Advisor.

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INVESTMENT POLICY STATEMENT

FOR

CITY OF ROSEVILLE PENSION TRUST FUND

Adopted April 1, 2026 January XX, 2024

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TABLE OF CONTENTS

S E C T I O N P A G E

I. Purpose ............................................................................................................................. 1

II. Roles and Responsibilities ................................................................................................ 1

III. Statement of Investment Objectives ................................................................................. 2

V. Selection of Investment Managers .................................................................................. 65

VI. Guidelines for Portfolio Holdings .................................................................................. 76 A. Direct Investments by Advisor
B. Limitations on Managers’ Portfolios
C. Portfolio Risk Hedging
D. Prohibited Portfolio Investments
E. Safekeeping

VII. Control Procedures ......................................................................................................... 98 A. Review of Investment Objectives
B. Review of Investment Performance
C. Voting of Proxies

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I. Purpose

The purpose of this Policy Statement is to achieve the following:

1. Document investment objectives, performance expectations, and investment guidelines for Fund assets.

3. Establish investment guidelines to control overall risk and liquidity.

4. Establish periodic performance reporting requir ements to monitor investment results and confirm that the investment policy is being followed.

5. Comply with fiduciary, prudence, due diligence, and legal requirements for Fund assets.

II. Roles and Responsibilities

Assistant City Manager/Chief Financial Officer

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2 Investment Advisor

The Investment Advisor (“Advisor”) is responsible for assisting the City with the investment governance of the Trust and for making reasonable investment decisions compliant with this Investment Policy, the Investment A dvisory Agreement, including the specific Investment Guidelines set forth therein, or as requested in writing by the Trust fiduciaries. The Advisor may select investment managers, mutual funds, or other common investment vehicles as pr ovided for in this Policy. The Advisor may also select Investments with discretion to purc hase, sell, or hold spec ific securities that will be used to meet the Trust’s investment objec tives. Neither the Advisor nor any Manager shall ever take possession of any securities, cash or other assets of the Trust, all of which shall be held by the custodian. The Advisor must be registered with the Securities and Exchange Commission. The Investment Manager shall al locate Trust assets consistent with this Policy and the specific Investment Guidelines, and deliver reports as described in the “Control Procedures” section below.

The City has contracted w ith PFM Asset Management LLC to serve as the Investment Advisor for the Trust (“Advisor”), to oversee certain policies and procedures related to the operation a n d administration of the Trust. The Advisor will have authority to implement the investment policy and guidelines in the best interest of the Trust to best satisfy the purposes of the Trust.

In implementing this Policy Statement, the City delegates certain functions to:

III. Statement of Investment Objectives

The investment objectives of the Fund are as follows:

1. To invest assets of the Trust in a manner cons istent with the following fiduciary standards:
(a) all transactions undertaken must be for the sole interest of Trust beneficiaries, and (b) assets are to be diversified in order to minimize the impact of large losses from individual investments.

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3 2. Liquidity. To provide for funding and anticip ated withdrawals on a continuing basis for payment of contributions to CalPERS and reasonable expenses of operation of the Trust.

3. Growth. To conserve and enhanc e the value of Trust assets in real terms through asset appreciation and income generation, while maintaining a reasonable investment risk profile.

4. Low volatility. To minimize pr incipal fluctuations over th e Time Horizon (as defined below).

IV. Investment Guidelines

Within this section of the Policy Statement, several terms will be used to articulate various investment concepts. The descriptions are meant to be general and may share investments otherwise considered to be in the same asset class. They are:

"GrowthEquity Assets" - a collection of investments and/or asset classes whose primary risk and return characteristics are focused on capital appreciation. Investments within the EquityGrowth Assets category can include income and risk mitigating characteristics, so long as the predominant investment risk and return characteristic is capital appreciation. Examples of such investments or asset classes are publicly traded domestic and international equities or equity funds, and certain real estate investments, and publicly traded investments focused on equity risk mitigation or equity-like returns.

"Fixed Income Assets" - a collection of investments and/or asset classes whose primary risk and return characteristics are focused on income generation. Investments within the Fixed Income Assets category can include capital appreciation and risk mitigating characteristics, so long as the primary investment risk and return characteristic is in come generation. Examples of such investments or asset classes are fixed income securities or funds that are investment grade or below investment grade, including inflation protected securities, guaranteed investment contracts, and certain real estate investments, and other focused on interest rate risk mitigation or income investment-like returns.

"Real Return Assets" - a collection of investments a nd/or asset classes whose primary risk and return characteristics are focused on real returns after inflation. Investment s within the Real Return category canmay include, but are not limited to, inflation protected securities, commodities, and certain real estate investments, natural resources, liquid alternatives and hedge funds.

"Listed Real Assets" - a collection of investments a nd/or asset classes whose primary risk and return characteristics are derived from real assets that include but are not limi ted to listed real estate, listed infrastructure, commodities and natural resources.

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4 liquid alternatives and investments, hedge fu nds, and/or certain re al estate investments. real assets and other non-traditional assets/strategies that are expect ed to provide diversification benefits relative to traditional

A. Time Horizon

B. Liquidity and Diversification

C. Asset Allocation

Asset Weightings
Asset Classes Range Target
Growth
Domestic Equity 0% - 33% 13%
International Equity 0% - 27% 7%
Other Equity 0% - 5% 0%

Income
Fixed Income 50% - 100% 80%
Other Income 0% - 5% 0%

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5 Real Return Assets 0% - 10%

Cash Equivalents 0% - 50% 0%

Asset Weightings
Asset Classes Range Target

Equity Assets
Domestic Equity 0% - 33% 12%
International Equity 0% - 27% 6%
Other 0% - 5% 0%

Fixed Income Assets
Investment Grade 50% - 100% 74.0%
Below Investment Grade 0% - 10% 6.0%
Other 0% - 10% 0%

Listed Real Assets
Listed REITs 0% - 5% 1%
Listed Infrastructure 0% - 5% 1%
Other 0% - 5% 0%

Cash Equivalents 0% - 50% 0%

The Advisor and each Manager will be evaluated ag ainst their peers on the performance of the total funds under their direct management.

D. Rebalancing Philosophy

E. Risk Tolerance

Subject to investment objectives and performance expectations, the Fund will be managed in a style that seeks to minimize principal fluctuations over the established Time Horizon.

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6 F. Performance Expectations

Over the long-term, ten years or longer, the perform ance objective for the Fund will be to achieve an average total annual rate of return of 5.5%. Additionally, it is expected that the annual rate of return on Fund assets will be commensurate w ith the then prevailing investment environment. Measurement of this return expectation will be judged by reviewing returns in the context of industry standard benchmarks, peer universe comp arisons for individual Fund inve stments and blended benchmark comparisons for the Fund in its entirety.

V. Selection of Investment Managers

The Advisor shall prudently select appropriate Managers to invest th e assets of the Fund. Managers must meet the following criteria:

1. The Manager must provide historical quarte rly performance data compliant with Global Investment Performance Standards (GIPS
®), Securities & Exchange Commission (“SEC”),
Financial Industry Regulatory Agency (“FINR A”) or industry recognized standards, as appropriate.

3. The Manager must clearly articulate the investment strategy that will be followed and document that the strategy has been successfully adhered to over time.

4. The investment professionals making the invest ment decisions must have a minimum of three (3) years of experience managing similar strategies either at their current firm or at previous firms.

5. Where other than common funds such as mutual funds or commingled trusts are utilized, the Manager must confirm receipt, understanding and adherence to th is Policy Statement and any investment specific policies by signing a cons ent form provided to the Manager prior to investment of Fund assets.

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7 VI. Guidelines for Portfolio Holdings

A. Direct Investments by Advisor

Every effort shall be made , to the extent practical, prudent and appropriate, to select investments that have investment objectives and policies that are consistent with this Policy Statement (as outlined in the following sub-sections of the “Guide lines for Portfolio Holdings”). However, given the nature of the investments, it is recognized that there may be deviations between this Policy Statement and the objectives of these investments.

B. Limitations on Managers’ Portfolios

EQUITIES

Domestic Equities. Other than the above constraints, ther e are no quantitative guide lines as to issues, industry or individual security dive rsification. However, prudent dive rsification standards should be developed and maintained by the Manager.

International Equities. The overall non-U.S. equity allocation should include a diverse global mix that is comprised of the equity of companies from multiple countries, regions and sectors.

Other Growth. These assets have growth characteristics bu t are not invested in broadly diversified equities. Examples of Other Growth assets include, but are not limited to, some forms of publicly traded real estate (REIT) with growth characteristics, conve rtible bonds, or other public ly traded assets that exhibit growth characteristics.

FIXED INCOME

The overall rating of the fixed income assets as cal culated by the Advisor shal l be investment grade, based on the rating of one Nationally Recognized Statistical Rating Organization (“NRSRO”).

Other Income. These assets have income characteristics but are not in vested in broadly diversified fixed income. Examples of Other Income assets include, but are not limited to, some forms of publicly traded

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8 real estate (REIT) with income characteristics, pref erred equities, or other publ icly traded assets that exhibit income characteristics.

LISTED REAL RETURN ASSETS

Real Return Assets typically consist of publicly traded commodities and infrastructure funds, Treasury Inflation Protected Securities (TIPS), and other asse ts expected to produce positive real returns after inflation.

CASH EQUIVALENTS

Cash equivalents shall be held in funds complying with Rule 2(a)-7 of the Investment Company Act of 1940.

C. Portfolio Risk Hedging

Portfolio investments designed to hedge various risks including volatility risk, interest rate risk, etc. are allowed to the extent that the inve stments are not used for the sole purpose of leveraging Fund assets.

One example of a hedge vehicle is an exchange traded fund (“ETF”) which takes short positions.

D.C. Prohibited Investments

Except for purchase within authoriz ed investments, securities having the following characteristics are not authorized and shall not be purchased: letter stock and other unregistered securities, direct commodities or commodity contracts, or privat e placements (with the ex ception of Rule 144A securities). Further, derivatives, options, or futures for the sole purpos e of direct port folio leveraging are prohibited. Direct /physical ownership of real estate, natural re source properties such as oil, gas or timber and the purchase of collectibles is also prohibited.

E.D. Safekeeping

All assets of the Fund shall be held by a custodian approved by the CFO for safekeeping of Fund assets.

Investments of the Fund not held as liquidity or invest ment reserves shall, at a ll times, be invested in interest-bearing accounts. Investments and portfolio securities may not be loaned.

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9 VII. Control Procedures

A. Review of Investment Objectives

B. Review of Investment Performance

The Advisor shall compare the investment results on a quarterly basis to appropriate peer universe benchmarks, as well as market indices in both equity and fixed income markets. Examples of benchmarks and indexes that will may be used include, but are not limited to, the Russell 3000 Index for broad U.S. equity strategies; S&P 500Russell 1000 Index for large cap U.S. equities, Russell 2000 Index for small cap U.S. equities, MSCI ACWI ex-U.S. Index for broad based non-U.S. equity strategies; MSCI Europe, Australasia, and Far East (EAFE) I ndex for developed markets international equities, FTSE NAREIT All Equity REIT Index for listed RE ITs, FTSE Global Core Infrastructure 50/50 Index for Public Infrastructure, Bloomberg U.S. Aggregate Bond Index for investment grade fixed income securities, ICE BofA U.S. High Yield Index for be low investment grade fixed income, and the U.S. 91 Day T-bill for cash equivalents. The Russell 3000 Inde x will be used to benchmark the U.S. equities portfolio; the MSCI ACWI ex-U.S. Index will be used to benchmark the non-U.S. equities portfolio; the FTSE NAREIT All Equity REIT Index MSCI U.S. REIT Index and FTSE Global Core Infrastructure 50/50 IndexMSCI World Core Infrastructure index will be used to benchmark the Listed Real Assets Portfolio; the BloombergBarclays U.S. Aggregate Bond Index and ICE BofA U.S. High Yield Index will be used to benchmark the fixed income portfolio. Any additional asset classes and strategies will be benchmarked against appropriate indices depending on the specific ch aracteristics of the strategies and funds used.The categories “Other” will be benchmarked against appropr iate indices depending on the specific characteristics of the strategies and funds used.

C. Voting of Proxies

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PFM Asset Management LLC | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public.

City of Roseville OPEB Trust
June 30, 2025 | MULTI-ASSET CLASS MANAGEMENT
Economic Overview

1. Performance inception date of March 1, 2011.

2. Blended Benchmark – July 2013: 39% Russell 3000 Index + 21% MSCI AC World ex USA (Net) + 40% Bloomberg Aggregate.

3. The asset allocation ranges are: Domestic Equity: 19%-59%; International Equity: 1%-41%; Fixed Income 20%-60%.

4. Inception date of February 1, 2011.

5. Include investment counsel fees (PFM Asset Management) and trust fees (U.S. Bank).

Portfolio Performance (Period Ending June 30, 2025)
2nd Quarter 1 Year 3 Year 5 Year 7 Year Since
Inception1
OPEB Trust 6.68% 11.09% 10.46% 8.33% 7.77% 7.76%
Benchmark2 7.26% 12.24% 11.40% 8.07% 7.61% 7.16%
City of Roseville Portfolio Growth
2025 Q2 Account Reconciliation
2nd Quarter 1 Year Since Inception4
Beginning Value $166,752,570 $159,079,769 $34,000,000
Contributions $242,773 $1,014,799 $69,261,047
Fees5 -$5,528 -$21,164 -$1,601,323
Earnings $10,854,841 $17,771,254 $76,184,933
Ending Value $177,844,657 $177,844,657 $177,844,657
In the first quarter, U.S. real gross domestic product (GDP) contracted at a seasonally adjusted annualized rate of -0.5%, marking the first quarterly contraction since 2022. This figure was due in large part to a surge in imports as companies hoped to get ahead of tariffs, however other areas including consumption also saw some softening over the quarter. Outside the U.S., some developed countries saw similar contraction such as Japan, which saw (annualized) GDP decline by -0.2% over the quarter; while the Eurozone grew at annualized rate of 2.5%.

The U.S. unemployment rate held relatively steady over the quarter with a reading of 4.1% in June. The latest initial jobless claims for the week ending June 28 ticked slightly higher to 233,000 in June, while the outstanding claims rose to approximately 2 million as unemployed workers struggled to find suitable employment. Businesses appear to be in a relative “low hire, low fire” mode.

Inflation remained relatively flat in the second quarter. Headline inflation (CPI) grew at a year-over-year rate of 2.4% in May after a slight dip in April. Core CPI, which excludes volatile food and energy, grew at 2.8% on an annual basis, the lowest rate since March 2021, however it has been growing at this pace since March.

The Federal Reserve (Fed) held rates flat again in the second quarter and it continues to maintain a ‘wait-and-see’ approach until more supportive data points to a clearer path regarding the impacts of tariffs. The latest Fed projections continue to forecast two quarter-percentage-point rate reductions by the end of 2025. Outside of the U.S., the European Central Bank (ECB) cut rates twice in the second quarter, bringing rates near neutral as inflation fell within targets.

Domestic Equity: The S&P 500 Index (S&P) posted a 10.9% return for the second quarter of 2025, recovering from a steep drop at the start of the quarter as markets reacted to the tariff announcements. Within the S&P 500, performance was mixed across the 11 GICS sectors. Only three sectors saw declines in the quarter: Energy (-8.6%), Healthcare (-7.2%) and Real Estate (-0.1%). The best performing sectors were Information Technology (23.7%), Communication Services (18.5%), and Industrials (12.9%). Positive returns were seen across all capitalizations with large caps, as represented by the Russell 1000 Index, returning 11.1% during the quarter while mid and small caps, as represented by the Russell Midcap and Russell 2000 indices both returned approximately 8.5%.

International Equity: Markets outside of the United States, as measured by the MSCI ACWI ex-U.S. Index, outperformed their U.S. counterparts, returning 12.0% for the quarter. Developed ex-U.S. Markets, as represented by the MSCI EAFE Index, underperformed emerging markets (EM), as represented by the MSCI Emerging Market Index, returning 11.8% versus 12.0% for the quarter. Returns from all international indices are in USD, which positively impacted performance due to the weakening dollar. Non-U.S. equity valuations rose over the second quarter but remain close to their long-term averages. As of quarter-end, the MSCI EAFE’s Adjusted Positive Forward P/E stood at

16.6 versus a 5-year average of 16.0. MSCI EM ended the quarter with an Adjusted Positive Forward P/E ratio of 13.6, slightly above its 5-year average of 13.3.

Fixed Income: The U.S. bond market, represented by the Bloomberg U.S.

Aggregate Index, saw positive returns in the first quarter, returning 1.2%.

The Bloomberg U.S. Treasury Index closed the quarter returning 0.8%.

During the period, the Federal Open Market Committee (FOMC) held rates steady, marking the second quarter with no changes as policy makers continue their cautious stance as uncertainty remains over the final impact of tariffs on inflation and economic activity. The official dot plot continues to project two cuts for the remainder of the year. The yield curve steepened over the quarter as rates rose on the very long end and fell in the intermediate-term. The 30- year rose to 4.8%, while the 2-year ended at 3.7%. Cash markets currently provide higher yields than the 2-year Treasuries.

Domestic
Equity 32.6%
Int'l Equity

19.7%
Other Equity 4.9%
Other Income

3.1%
Fixed Income

37.9%
Real Return 1.5% Cash Equivalent 0.3%
Current Allocation3
PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc. | For Institutional Investor or Investment Professional Use Only – This material is not for inspection by, distribution to, or quotation to the general public.

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City Council
Communication
Meeting Date: 4/1/2026
Item #: VII.8
File #: 0203-14
Item ID: 2026-198

Title: Security Guard Services – Contract Purchase Agreement Amendment Contact: Joanna Oukrop 916-746-1102 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement amendment with American Guard Services, Inc., increasing the agreement total by $109,055, from $464,971 to $574,026, for additional security guard services at the Roseville Electric Yard and 316 Vernon Street. Funding for these additional services is included in the Public Works Department budget in the General Fund, the Electric Department’s Electric Construction and Maintenance budget in the Electric Fund, and the Pleasant Grove Wastewater Treatment Plant’s operating budget in the Wastewater Operations Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve Amendment #1 to Contract Purchase Agreement (3004634) with American Guard Services, Inc. and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
On September 6, 2023, the City Council approved an agreement for security guard services to monitor and patrol the Electric Department Yard, the Pleasant Grove Wastewater Treatment Plant (PGWWTP), and the Corporation Yard during nighttime hours, using the Riverside County contract #RIVCO-99046-025-06/28.

The Council approval included authorization for the City to continue piggybacking the Riverside County contract through June 30, 2026.

The annual estimate provided in the original City Council recommendation was based on shorter security coverage hours at the Electric Department Yard and did not include security guard services at 316 Vernon Street. The agreement is now recommended for amendment to cover the cost of these additional, previously unforeseen services.

FISCAL IMPACT
The cost of the security guard services is shared between the Electric Department, the Public Works Department, and the Environmental Utilities Department’s PGWWTP to cover their respective service hours. Funding for these services is included in the Public Works Department budget in the General Fund, the Electric Department’s Electric Construction and Maintenance budget in the Electric Fund, and the PGWWTP’s operating budget in the Wastewater Operations Fund. The estimated total spend is $574,026 for FY2025-26.

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The purchase of security guard services 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

Respectfully Submitted,
Joanna Oukrop, Senior Buyer

Scott Pettingell, Finance Director

ATTACHMENTS:

1. Resolution 26-075

2. Amendment #1 for CPA# 3004634 for American Guard Services Inc

REVIEWERS:

Joanna Oukrop, Finance Department - Purchasing Created/Initiated - 3/11/2026 Shannon Wiest, City Clerk Department Approved - 3/12/2026 Becky Philipp, Finance Department - Purchasing Approved - 3/12/2026 Scott Pettingell, Finance Department Approved - 3/18/2026 Kelly Aye, City Attorney Department Approved - 3/18/2026 Katrina Six, City Clerk Department Approved - 3/18/2026 Ryan DeVore, City Clerk Department Approved - 3/18/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/18/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/18/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/19/2026

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RESOLUTION NO. 26-075

APPROVING AMENDMENT #1 TO CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND AMERICAN GUARD SERVICES, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, Amendment #1 to Contract Purchase Agreement (3004634) for security guard services, by and between the City of Roseville and American Guard Services, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said amendment 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 ______________, 20 , 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: 4/1/2026
Item #: VII.9
File #: 0210
Item ID: 2026-199

Title: Sales Tax Revenue Consulting Services - Professional Services Agreement Contact: Jeannine Thrash 916-774-5473 [email protected]

SUMMARY
Staff recommends approval of an agreement with Hinderliter, De Llamas & Associates, dba HdL Companies, to provide sales tax and transactions and use tax auditing, projection, recovery, and consultant services. There are adequate funds available in the FY2025-26 Adopted Budget to fund this agreement.

Staff will include the cost for future years in the Proposed FY2026-27 Budget and future fiscal year proposed budgets.

RECOMMENDATION
Staff recommends that the City Council:

1) Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement with Hinderliter, De Llamas & Associates dba HdL Companies to provide sales tax and transactions and use tax auditing, projection, recovery, and consultant services; and

2) Authorize the City Manager or his designee to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City; and

3) Adopt a resolution authorizing Hinderliter, De Llamas & Associates dba HdL Companies access to all sales and transactions and use tax records collected for the City by the California Department of Tax and Fee Administration, including Measure B sales and transaction use tax records, and superseding the prior resolution authorizing access to sales and use tax records adopted by City Council on April 7, 2021.

BACKGROUND
The City issued a Request for Proposals to identify the most qualified firm to provide sales tax and transactions and use tax auditing, projection, recovery, and consultant services. City staff has completed an evaluation of all submitted proposals and recommend that the City Council authorize the City Manager to enter into an agreement with Hinderliter, De Llamas & Associates dba HdL Companies ("HdL") to perform the requested services. HdL was selected based on several factors, including cost, experience, and services provided. HdL will deploy a series of proprietary techniques, developed and refined through 40 years of performing local allocation audits, to detect, correct and recover misallocated revenue for the City of Roseville.

The services provided by HdL include the examination of sales tax and transaction and use tax records to ensure that these taxes are correctly attributed to the City. HdL facilitates the process of correcting misallocations by the California Department of Tax and Fee Administration (CDTFA) so revenue is accurately remitted to the City. HdL's scope of work also includes a review of the City's Measure B

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revenues.

HdL's compensation covers sales and use tax projection, reporting, and access to its sales tax database, in addition to a 15% contingency of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by HdL in the first eight consecutive reporting quarters, including any retroactive back-quarter adjustments identified by HdL. For transactions and use taxes, the contingency fee is 25% for retroactive adjustments only.

The recommended agreement with HdL includes an annual not-to-exceed amount of $250,000 per year over the agreement's initial three-year term. The agreement also includes options to renew the agreement for two additional one year terms. Payments to HdL will be based on actual revenues received by the City as a direct result of HdL's efforts.

Staff also recommends that the City Council adopt a resolution authorizing HdL to access tax records collected by the CDTFA necessary to perform the agreed-upon services. This resolution is required to comply with Section 7056 of the California Revenue and Taxation Code, which imposes conditions on access of tax records, and supersedes the prior resolution authorizing a previous service provider access to sales and use tax records, adopted by the City Council on April 7, 2021.

FISCAL IMPACT
There are adequate funds available in the FY2025-26 Adopted Budget to fund this agreement. Staff will incorporate the future year cost of this agreement into the Proposed FY2026-27 Budget and future fiscal year proposed budgets. Any additional sales tax revenue identified by HdL through their audits for the City will offset the cost of those services in this agreement.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

2. Remain fiscally responsible in a changing world

Respectfully Submitted,
Jeannine Thrash, Management Analyst

Scott Pettingell, Finance Director

ATTACHMENTS:

1. Resolution 26-068

2. Professional Services Agreement

3. Resolution 26-069

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REVIEWERS:

Jeannine Thrash, Finance Department Created/Initiated - 3/12/2026 Scott Pettingell, Finance Department Approved - 3/13/2026 Kelly Aye, City Attorney Department Approved - 3/17/2026 Katrina Six, City Clerk Department Approved - 3/17/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 3/17/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/18/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/18/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/19/2026

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RESOLUTION NO. 26-068

APPROVING A PROFESSIONAL SERVICES AGREEMENT, BY AND BETWEEN

THE CITY OF ROSEVILLE AND HINDERLITER, DE LLAMAS & ASSOCIATES DBA

HDL COMPANIES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON

BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Professional Services Agreement for Sales Tax Revenue Enhancement Services, by and between the City of Roseville and Hinderliter, De Llamas & Associates dba HdL Companies, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said professional services 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 designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

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PROFESSIONAL SERVICES AGREEMENT

Sales Tax Revenue Consulting Services

THIS AGREEMENT is made and entered into this day of , 2026, by and between the City of Roseville, a municipal corporation (“CITY”), and Hinderliter, De Llamas & Associates dba HDL Companies, a California corporation (“CONSULTANT”); and
W I T N E S S E T H:

WHEREAS, CITY desires professional services consisting of sales tax revenue enhancement services; and

WHEREAS, CONSULTANT has prepared a proposal dated January 20, 2026, which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional services.

NOW, THEREFORE, the parties agree as follows:

1. Term. The term of this Agreement shall commence upon execution and expire on June 30, 2029. The City Manager may, in his or her discretion, elect to extend the Agreement in one (1) year increments for up to an additional two (2) years by giving CONSULTANT thirty (30) days advance written notice of each optional one (1) year renewal. Such extensions shall be memorialized by a written amendment to this Agreement. The City Manager or designee is so authorized without further City Council approval to exercise said options, provided that the Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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applicable budget is approved by the City Council each year, or the optional year costs will not exceed the amount per optional renewal year stated in Section 3, below.

2. 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.

3. Compensation. For its services provided hereunder, CONSULTANT shall be

compensated in accordance with the budget estimate as described in EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total annual compensation shall not exceed two hundred fifty thousand dollars ($250,000).

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

4. Indemnification. To the fullest extent allowed by law, CONSULTANT shall

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

CONSULTANT agrees to defend and indemnify CITY if, despite the parties Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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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 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.

5. Insurance. CONSULTANT agrees to continuously maintain, in full force and

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

COVERAGE LIMITS OF LIABILITY

Workers’ Compensation Statutory

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

Automobile Liability $1,000,000 combined single limit

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

a. Form. CONSULTANT shall submit a certificate evidencing such

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

endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. 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 Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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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.
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 Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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

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

7. Confidentiality Requirements. Section 7056 of the California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. This section specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales, Use and Transactions Tax records. The following conditions specified in Section 7056(b)(1) of the California Revenue and Taxation Code are hereby made part of this Agreement.

A. CONSULTANT is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law.

B. CONSULTANT is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information.

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Agreement.

D. CONSULTANT is prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired.

Information obtained by examination of the Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056(b) of the California Revenue and Taxation Code. The resolution shall designate the CONSULTANT as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056(b)(1) of the Revenue and Taxation Code.

8. Compliance with Laws. CONSULTANT shall comply with all federal, state and

local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.

9. Ability to Perform. CONSULTANT agrees and represents that it has the time,

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

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 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.

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conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.

11. 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.

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

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

CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.

13. 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 Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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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.

14. Representations and Warranties. CONSULTANT warrants that it has not

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

15. Successors in Interest. This Agreement shall be binding upon the heirs,

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

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

created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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and shall remain, the property of CITY.

CONSULTANT shall execute any documents necessary to effectuate such assignment.

In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.

17. 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.

18. Attorney’s Fees; Venue; Governing Law. If either party commences any legal

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

19. Modification. This Agreement and each provision contained herein may be

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

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

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reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

21. 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

Finance Department Hinderlite, De Llamas & Associates Attn: Scott Pettingell dba HDL Companies
311 Vernon Street Attn: Andy Nickerson
Roseville, CA 95678 120 S. State College Blvd., Ste 200 Brea, CA 92821
Either party may amend its address for notice by giving notice to the other party in writing.

22. 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 HINDERLITER, DE LLAMAS &
municipal corporation ASSOCIATES DBA HDL Companies, a
California corporation

BY: BY:

DOMINICK CASEY its:

City Manager

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

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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: ________________________________

SCOTT PETTINGELL
Finance Director

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EXHIBIT “A”

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P roposal for the City of Roseville 20 | Page
Sales Tax – Revenue Enhancement Services

1. Objectives and Methodology for Auditing Services
HdL will deploy a series of proprietary techniques, developed and refined by 40 years of performing local allocation audits, to detect, correct and recover misallocated revenue for the City of Roseville. The audit team’s goal is No Missed Opportunity for revenue recovery or enhancement. When errors are found HdL staff will promptly file claims for their corrections following the procedures and guidelines codified in CDTFA Section 35056. Thereafter, HdL will work diligently with CDTFA staff to ensure prompt recovery of all escaped revenue.

Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056, HdL will identify and correct errors that result in underpayments of tax to the City. The firm will employ a series of analyses, comparisons with other data sources and physical field canvassing to find, document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future. When errors are identified, HdL staff will promptly file claims for their correc tion following CDTFA procedures.

Thereafter, HdL will work with CDTFA to ensure the prompt recovery of all escaped revenues. Documentation of errors will be regularly provided to the City.

In conducting these activities on behalf of the City, HdL will provide reports that accurately depict the City’s sales tax base, use tax collections and revenues. All reports, graphs, tables and revenue forecasts are designed to enhance the City’s capacity to plan for, expand and manage its sales and use tax revenues. Reports identifying and comparing the retail composition of various sub-geographic areas of the City will also be provided.

To achieve the highest audit and recovery results, HdL employs the following audit techniques and programs.

Identification of Errors and Revenue Maximization Opportunities Field Surveys: Field inventories of the City’s business and industrial areas are conducted to identify businesses located within the City that appear to be under- reporting revenues or are not on the CDTFA allocation rolls.

Specially trained field auditors, using the latest in mapping, GPS and digital recording technology, document not only the existence of sales tax producing businesses but also any relevant factors such as size, presence of a large stock of goods, will-c all windows and any specific references to sales activity. This process identifies a wide range of registration errors including erroneous consolidation of multiple outlets, misreporting of point of sale from an erroneous location and delays in reporting new outlets.

Tax Area Code (TAC) Review: HdL reviews every active account on the CDTFA’s allocation rolls reporting $50 or more in local tax to ensure proper TAC assignment. Government and private sector property tax mapping and GIS databases are used extensively in this process. These programs are important because physical canvassing will not reveal businesses with missing or incomplete signage, or those that are home -based. A complete TAC review is performed at least once every 3-6 months.

Deviation Assessment: Each quarter, HdL applies proprietary queries and analyses to its statewide allocation database to identify all accounts for which there has been a substantial change in allocation pattern. HdL’s database, unmatched in size, comprises over 99% of all sales and use tax transactions in California and allows for the most comprehensive audits in the state. The review is applied to direct allocations and to the county pools and allows for a much broader view and understanding of what has happened in any given quarter. Well- founded leads are quickly extracted from this process, often without the need for time- consuming manual reviews of taxpayer files. This allows for faster processing and less time used for preparing submittals. This in turn lowers recovery fees by reducing the amount of prior quarter revenue requiring redistribution.

TAB E: PROJECT PLAN
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Use Tax Errors and Opportunities: HdL analyzes the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax. Further specialized reviews and techniques are employed to identify direct allocation opportunities of local use tax. CDTFA Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over $500,000. Out-of-state and foreign-based companies often have large transactions that meet the criteria for direct allocation under this section. Under Regulation 1699.6, businesses and organizations (including local government agencies) with aggregate purchases subject to use tax of least $500,000 per year can apply for a Use Tax Direct Payment Permit, allowing for direct allocation of the corresponding local share.

Finally, under a resolution adopted in December 1994, a construction contractor who enters into a contract equal to or greater than $5,000,000 may elect to obtain a sub -permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located.

Regulation 1699 Evaluations: CDTFA Regulation 1699 controls when and where a permit should be issued to a given business location. Wholesalers, contractors, processors, manufacturers, and other non-retail businesses that do not normally sell merchandise often conduct occasional sales, self-accrue use tax or are levied deficiency assessments by the state. HdL uses proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City.

Monitoring and Recovery of Misallocated Revenue
Development of Correction Data: Preliminary lead lists developed through the audit programs are further refined using a variety of programs and databases to reduce the need for taxpayer contact. Companies remaining in the audit database are then contacted by a specialized audit team whose members are specifically selected and trained to interview tax preparers and marketing, warehouse and management staff. Taxpayer interviews are always conducted in a business friendly, non- intrusive manner that emphasizes cooperation and protection of confidentiality.

Documentation: Telephone contacts are often accompanied by a written follow-up questionnaire concerning business activities, a specific one -time transaction or a written confirmation of our findings. This documentation is always filed with the petition to minimize CDTFA processing time. Solid documentation and follow-up lower client fees by reducing the number of quarters requiring retroactive adjustment and ensures faster recovery of misallocated revenues.

City Review: HdL will provide the City with a quarterly report of all revenue recovery work in progress. This report will include an electronic Work Authorization which, once approved, will include active links to copies of all inquiries filed with the CDTFA on the Cit y’s behalf. This information is archived and is accessible to authorized users at any time through the HdL client portal. HdL will also keep the City apprised of any additional oral or written communication with the CDTFA on any matter directl y impacting the City. These reports, along with a detailed quarterly invoice listing all relevant information about the taxpayer and the amount of revenue recovered, will keep the City well informed of all ongoing audit activity.

Preparation and Submittal of Corrections : Petitions are prepared (CDTFA Form 549 -S or 549- L) that notify the CDTFA the existence and nature of the misallocation. All relevant and available supporting documentation is attached, including any information from taxpayer file reviews or any other sou rces that provide evidence of an earlier date of knowledge regarding the error. This documentation facilitates the maximum recovery of revenue due the City from prior periods. Copies of all transmittal forms and correspondence with the CDTFA and taxpayers are sent to City staff.

Continuous Follow-up: HdL employs a full-time case manager whose responsibility is to monitor and follow - up on case inventory. An aging report is updated and reviewed monthly, and appropriate follow-up is initiated on cases that are taking an inordinate amount of time to correc t. This follow-up emphasizes partnership and cooperation with CDTFA Allocation Group staff. HdL’s continuous efforts to check on the status of submittals are made to ensure that corrections are being pursued. Timely follow-up on cases reduces the time it takes for the City to recover its revenue.

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Appeals: HdL cases are thoroughly researched, vetted
and documented prior to submittal. This ensures the
fastest possible processing times and reduces the
number of cases that are initially disclaimed and must
be further researched and defended through a very
lengthy CDTFA appeals process. Nearly all HdL cases
are resolved favorably at either the first or second
levels of the CDTFA petition process described in
Regulation 35056.

Track Record: HdL is effective in recovering
misallocated revenue for client agencies in 97% of all
cases submitted to the CDTFA. The small number of
cases that do require an appeal is evidence of HdL’s thorough research and the quality of the well-documented information included to support claims.

2. Sales and Use Tax Management Services

HdL Sales and Use Tax Web-Based Application and Reports

The web application also provides access to archived quarterly sales tax reports. Data is easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with applications in the Microsoft Office suite. The web application is accessible from all major operating systems, internet browser platforms, and device types (laptop, tablet, PC, mobile).

HdL’s geo-area feature supports use of address ranges, which ensures the inclusion of all CDTFA registrations and allows City staff to create and modify geo -areas without a separate GIS system. HdL also supports interfacing with the City’s GIS by including accurately geocoded latitude and longitude for each business. The database includes historical allocation information and can be quickly exported by City staff on demand.

Additionally, City created shape files can be used to define Geo -areas. Training in the use of the software and ongoing upgrades is provided at no additional charge.

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HdL will provide City staff with unlimited access to its quarterly updated web-based sales tax system to facilitate “in-house” analysis and printing of reports. The system allows City staff to search, print and export sales tax data for a variety of financial, management and planning functions. The system provides the ability to search all sales tax producers by business name, address, CDTFA account number and current and historical sales tax allocations. HdL will also provide the City with a historical history of new revenue discovered vs. fees charged to the City. Rather than providing a report of all business by NAICS code, our team provides a further breakdown of data into Business Types for the City.

Quarterly sales tax reports are provided on both a cash and adjusted basis. Cash reports reconcile to CDTFA payments and are necessary for any revenue sharing agreements that the City might have in place. Adjusted reports shift payment aberrations (double-up payments, CDTFA audit adjustments, etc.) into the quarter where the sales occurred to accurately show the City’s true economic trends.

The quarterly sales tax data will be presented in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category, business or areas specified by the City. HdL’s quarterly sales tax reports include a listing of t op sales tax producers and comparisons with both regional and statewide trends. Retailer information is provided in grouped form or in business-by-business detail.

Since our database can be accessed remotely, City staff have access from their home office, on their schedule.

The database is user-friendly and allows staff to easily query data needed through a variety of reports and can be exported to Microsoft Suite applications.

HdL’s services are superior to other vendors because the firm provides analysis done in context with regional market areas, countywide and statewide trends to better monitor and compare the City’s economic performance by business category. A non-confidential newsletter is included to support management’s efforts to inform and engage the public.

Budget Projections and Monitoring

HdL has developed a comprehensive, detail-oriented method for projecting and monitoring client sales and use tax revenues that has proved to result in estimates that fall within 2% of actual receipts two -thirds of the time .

Initial and mid-year projections are made by factoring out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses.

HdL also incorporates information from over 90 economic sources as well as information gathered from client meetings to develop economic factors to apply to individual retail business segments; the results are combined into a single estimate of anticipated revenue. HdL further enhances its projections by contacting builders of large-scale development projects to better time and estimate the value of potential use tax payments into its estimates. Annual, three and five-year forecasts are also provided.

Economic Benefits to the City

When properly refined and organized, sales tax data analysis is an important tool for strengthening and expanding local economies. The data shows companies that are growing and may need expansion space and should be contacted as part of an agency’s business retention program.

When broken out geographically, the data produces patterns of industries that potentially share common customers, suppliers, technology and labor and therefore offer opportunities for attracting new businesses. The data further exposes retail areas that may be over saturated in some retail segments while also identifying voids and opportunities for additional retail development.

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Although numerous companies and agencies use the CDTFA’s published data as a basis for analysis, the results are usually inaccurate and misleading due to address and business categorization errors in the data.

To correct those deficiencies, HdL performs data validation and scrubbing techniques on an ongoing basis, fixing business addresses and re - categorizing merchants to differentiate brick and mortar retailers from “business to business” suppliers and on-line retailers.

The company further creates and groups businesses into additional categories and classifications, not provided by the CDTFA, to better track new and emerging economic trends. Samples include the breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries. This focused approach to data management allows agenci es to compare the impact of trends more accurately in their jurisdiction with state and regional trends.

On a regional basis, it also allows for the identification of true economic voids and opportunities to expand the City’s tax base. Accurate addressing allows for improved performance monitoring and comparison of specific economic areas such as shopping centers, downtown districts and auto malls with similar projects throughout California.

In addition to using our large database, HdL’s principals leverage their experience analyzing client data throughout California to identify new trends and developments that might help other clients. The service includes analyses to identify retail voids and opportunities and an annual publication of retailers seeking expansion in the region and state.

Use Tax Maximization

Major construction projects and even ongoing business operations often generate significant use tax revenues from purchases of machinery, equipment and other fixed assets. HdL has worked with numerous clients to ensure that use tax from manufacturing and assembly plants, food processing, cold storage facilities, power/energy projects, medical, research and technical facilities, oil fields/refineries and extraction/mining industries are properly allocated to the host jurisdiction.

HdL’s sales tax team includes a staff of specialists who review new business startups that might present potential self-assessed use tax opportunities, meets with contractors to advise on sub- permits and reporting procedures and provides materials and advice on purchasing companies and direct payment permits. The firm monitors major construction projects to make sure that any use tax generated is properly allocated to the job site’s host jurisdiction. When brought into a project early, HdL assists clients with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and monitors projects and subcontractors to make certain that sales tax is properly allocated back to the client jurisdiction. Direct payment permits and purchasing corporations can sometimes be utilized where conditions offer mutual opportunities for the client agency to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities.

Consultation

Quarterly, a principal of the firm analyzes the City’s data in detail and meets with appropriate City officials to review trends and discuss and make recommendations regarding the budget implications of the year’s data.

HdL also serves as “on-call” staff to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection.

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When requested by the City, principals also meet with committees of the City Council, advisory committees and other groups to explain sales tax regulations, economic trends and legislative proposals that will impact the City’s tax base. HdL will, when requested by the City, conduct technical seminars for City personnel on California sales and use tax processes. To support in-house efforts to maximize use tax, the seminars will cover the fundamentals of direct payment permits, purchasing corporations and max imizing “use tax” from construction projects.

HdL maintains close and positive relationships with CDTFA executives and staff to quickly resolve policy issues unique to individual clients. The firm also advocates regulation and legislative changes when they are of benefit to clients. Examples are the Company’s work in the change of allocation of “use tax” for major construction projects, securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of “point of sale” for warehouses to the CDTFA.

Legislative Updates

HdL prepares Legislative Updates for clients to keep them informed of all proposals that may impact local revenues.

The firm also provides Issue Updates which are similar in nature but deal with specific issues such as Sales Tax
Participation Agreements, l egal decisions or regulation changes. Each issue is presented in detail so that City staff are equipped to respond to questions on topics important to their community leaders.

The firm also retains Rebecca Marcus as a lobbyist to
represent client interests in matters before the CDTFA and the state legislature. With over 20 years of experience in state and national politics, Rebecca has developed the
necessary institutional knowledge and established
relationships to effectively advance clients’ interests in Sacramento. As a Chief of Staff for 13 years in the
California State Assembly for several distinguished
Members including Assembly members Mark Stone, Mike
Feuer and Johan Klehs, Rebecca successfully advanced
legislation across a diverse array of policy areas. As a result, over 100 of these Members’ bills became law ranging from landmark green chemistry legislative to a transformative transportation tax. Please find a copy of HdL’s latest Legislative Update in our Sample Report package in Tab G.

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3. Transactions Tax Services

HdL can monitor and report on this additional source of revenue for the City’s Measure B Transactions Tax.

Transactions and Use Tax Audit Program
The following services would be performed by our audit team members under the direction of our Director of Audit Services.

Once data from the City’s transactions tax is uploaded and processed, several sophisticated and proprietary queries and analyses would be applied to identify potential misallocations and deficiencies. These processes are supported and supplemented by HdL’s Bradley -Burns Local Sales and Use Tax database. The HdL database also includes both historical and current transactions tax data for over 400 individual districts. The size and quality of HdL’s database is the optimal foundation for a review of City of Roseville’s transactions and use tax data and the basis for a thorough search for deficient or misallocated tax payments.

Our unmatched database allows for quick generation of exception or “lead lists”. It also lends legitimacy to requests for information and enhances taxpayer cooperation when HdL can demonstrate that is already has specific information from the taxpayer’s sales and use tax returns. Once a target list of potential point of sale/delivery/use errors is developed, senior auditors, who are experienced in taxpayer outreach, contact the appropriate company personnel in sales, operations and accounting to determine if a reporting error exists.

A thorough initial audit will be supplemented by ongoing reviews of quarterly distribution reports as new data is released. All countywide payments, including direct allocations, county pool distributions and deficiency assessments will be compared to the City’s transactions tax distributions to isolate all potential opportunities for revenue recovery.

The administrative process for recovery of misallocated transactions tax revenue (i.e revenue credited in error to the wrong district) is governed by the California Department of Tax and Fee Administration (CDTFA) Regulation 1828. Section (e) of this regulation limits redistributions to two quarterly periods prior to the quarter in which CDTFA is made aware of the error. Recovery of deficient payments is limited by Section 6487 of the Sales and Use Tax Law to three years after the return is filed.

HdL remains cognizant of these statutes during both initial and ongoing reviews and will target all missing revenue within reach. HdL’s audit team will also file all necessary documentation with CDTFA on a timely basis to secure the earliest possible date of knowledge. A full-time case manager actively monitors all outstanding claims and follows up with appropriate CDTFA staff as necessary to ensure prompt correction.

Negative findings will be researched and further documented and pursued following all guidelines and deadlines stipulated by Regulation 1828. This includes formal appeals to the Sales and Use Tax Department and the Appeals Division.

Invoicing on audit claims will include all necessary and relevant detail to allow for quick and easy validation of claims with minimal disruption to City staff. A Work Authorization detailing audit findings and submittals to CDTFA prior to any invoicing can be provided at the option of City staff. All billings are easily verified through HdL’s paper trail, CDTFA responses and our web-based sales tax application.

Transactions and Use Tax Management Program
The following services would be performed by our team of sales tax principals, production team and assisted by our IT department.

Economic Analysis
Although numerous companies and agencies use the CDTFA’s published data as a basis for analysis, the results are usually inaccurate and misleading due to address and business categorization errors in the data. To correct those deficiencies, HdL scrubs the data on an ongoing basis, fixing business addresses and re-categorizing merchants to differentiate brick and mortar retailers from “business-to-business“ suppliers and on- line retailers.

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The company further creates and groups businesses into additional categories not provided by the CDTFA to better track new and emerging economic trends. Samples include the breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries. This focused approach to data management allows agencies to more accurately compare the impact of trends in their jurisdiction with state and regional trends.

In addition to a comprehensive database, HdL’s principals use the intelligence gleaned from quarterly sales tax meetings with over 350 agencies to identify new trends and developments that might help other clients. The firm’s bi-weekly Headlines e-news service is included to keep clients informed of trends and developments that may impact individual and regional economic strategies and goals.

Budget Projections and Monitoring
HdL has developed a comprehensive, detail -oriented method for projecting and monitoring transactions tax revenues. The state’s economic base is divided into seven major economic segments. Initial and mid-year projections are made for each category by eliminating payment aberrations and including recent revenue impacts such as newly opened or closed businesses.

HdL also incorporates information gathered from over 90 industry sources and from its quarterly client meetings across the state of California; the results are combined into a single estimate of anticipated revenue.

HdL’s historical approach, which has been well-received by its clients, has been to provide each client a single “most-likely” budget estimate and to stand-by that budget projection, explaining variances when they occur.

HdL has an excellent track record in supporting its clients in this way and of providing accurate estimates.

HdL further enhances its projections by contacting builders of large-scale development projects to determine the estimated timing and value of potential construction related revenue in its estimates. Three-year and five- year forecasts are also provided.

Management Support

HdL will establish a consistent liaison with City of Roseville coordinator and define logical checkpoints for reviewing progress towards the agreed upon objectives. Each quarter, a principal of the firm will analyze the City of Roseville transactions and use tax data in detail and meet with appropriate officials to review trends and make recommendations regarding the economic and budget implications of that quarter’s data.

HdL serves as “on-call” staff to provide transactions and use tax estimates for proposed projects and prepare budget projections. When requested, principals also meet with committees of the Board to explain transactions tax regulations and their importance to the City of Roseville’s tax base.

HdL maintains close and positive relationships with CDTFA Board Members and staff to quickly resolve policy issues unique to individual clients. The firm also advocates regulation and legislative changes when they are of benefit to all HdL clients. Examples are the firm’s work in the change of allocation of “use tax” for major construction projects, securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of “point of sale” for warehouses to the CDTFA.

Reports, Transactions Tax Website and Training
Within one week of receiving new quarterly data, HdL staff will import the City’s detailed transactions and use tax data into its web-based sales tax system to facilitate analysis and report preparations. The system allows City staff to search, print and export their transactions and use tax data for a variety of financial, management and planning functions. The firm provides the ability to search transactions tax producers by business name, address, CDTFA account number and current and historical allocations. The archived quarterly transactions and use tax reports can also be accessed through the online application. Training on use of the web-based application and ongoing upgrades are provided at no additional charge.

Quarterly transactions tax reports are provided on both a cash and adjusted basis. Cash reports reconcile to CDTFA payments while adjusted reports accurately provide economic trending data. HdL will provide reports on major tax producers and total tax receipts as requested.

Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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Proposal for the City of Roseville 28 | Page

The data will be presented in reports for major tax producers, by both rank and category, analysis of tax activity by category and business, district or specific areas that the City of Roseville has specified, analysis of reporting aberrations and per capita and by number of outlet comparisons. Additional quarterly reports will include reports by major retail outlets, business category, geo area growth and decline comparisons, historical revenue tables and top 100 taxpayer listings.

The firm’s quarterly analysis is done in context with regional market, countywide and statewide trends to better monitor and compare the economic performance by business category and geographical area. A non- confidential newsletter is included to support management’s efforts to inform and engage the public.

Unlike the Bradley -Burns Uniform local tax which is allocated basically to the “Point of Sale”, transactions taxes are to the extent possible collected and allocated only to those residing or physically located within the Agency levying the tax. The difference often creates confusion and difficulties in projecting revenue trends.

HdL’s reports are designed to overcome these problems and provide clients with accurate revenue projections and planning forecasts.

Project Timeline
HdL’s services will be on a quarterly schedule and completed within ninety (90) days of receipt of quarterly data from CDTFA. Audit activities will be promptly conducted on each new quarter’s data to identify those accounts requiring further research. Potential allocation errors and supporting documentation will be filed with CDTFA in time to meet the state’s statutory time limits to ensure that the City does not lose any revenue to which it is entitled. HdL has sufficient computer processing, storage, and back-up capacity (off site) that the firm has never missed timely delivery to any client due to computer or other failures. HdL’s on -going investment in maintenance and updated equipment plus a skilled IT staff mitigate the potential for interruptions in the future as well.

A typical project schedule is below:

Event HdL Client
Contract signed and received by HdL ✓ ✓
STAGE 1 (0-30 Days)
Conference Call – Kick Off Meeting held with Client Services and City Staff. ✓ ✓ Access to Web Application is provided to designated City Staff. Reports as posted ✓ ✓ Initial Field Canvas is completed. Audits are performed and documents. Petitions for CDTFA are prepared. ✓
STAGE 2 (31 – 60 Days)
Follow up Field Report and submittal of all confirmed misallocations are sent to CDTFA. ✓ ✓
Work Authorizations are sent to the City for approval. ✓ ✓ STAGE 3 (61 – 120 Days)
Invoices are submitted quarterly (February, May, August and November) ✓ ✓ Quarterly Meetings are scheduled within 3-6 weeks of receipt of quarterly data from CDTFA. ✓ ✓

Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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14 B:\City Attorney\corres\Melissa\Contracts 2026\HdL PSA- Sales Tax Revenue Consulting.docx

“EXHIBIT B”
Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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Proposal for the City of Roseville 38 | Page

Sales Tax Revenue Enhancement Services
Sales Tax Audit Services
HdL proposes a fee of 15% of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by the firm. This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue in addition to any retroactive back quarter adjustments obtained by HdL.

Audit fees are billed only after completion of the audit, submittal of corrections to the CDTFA and receipt of revenues by the client. 100% of all new revenue generated by HdL flows to the City after the completion of the eight quarters. The fee constitutes the full reimbursement to HdL and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees, travel expenses and service contracting costs as well as the software to be delivered to the City under this proposal.

Invoices are submitted only for recoveries previously approved by the City. HdL does not bill for audit revenues until the client has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, HdL credits back any proportionate share of the fee that may have been levied.

Invoices are submitted quarterly after the City has received the revenue from the audit correction. The invoice includes the name, address, and sales tax registration number of each company, and the specific amount of revenue allocated by the CDTFA to the City for those businesses.

If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City, the City and HdL will agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to HdL’s work.

Sales Tax Management Services
This includes access to the City’s sales tax database through our web-based software and quarterly meetings with one of our principals. In preparation for each meeting, a principal of the firm analyzes the City’s data in detail and meets with appropriate City officials to review trends, point out businesses that should be contacted as part of the City’s business retention program and discuss and make recommendations regarding the economic and budget implications of the quarter’s data. Also included is a non-confidential newsletter that can be shared with your council and the public. The price for this option is $1,100 per month.*

*The monthly fee will increase annually by the percentage increase in the “CPI” for the preceding twelve-month period

Transactions Tax Management Services
HdL can monitor and report on this additional revenue source at the City’s option for $300 per month.* The only requirement is that the City’s adopt a separate resolution of confidentially authorizing HdL’s access to the confidential database. Should the City desire HdL to audit its transactions and use taxes, the charge would be a 25% contingency fee against retroactive adjustments only (no prospective billing). Audit fees are billed only after the completion of the audit, submittal of corrections to the CDTFA and receipt of revenue by the City. *The monthly fee will increase annually by the percentage increase in the “CPI” for the preceding twelve-month period.

TAB F: COST PROPOSAL
Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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P roposal for the City of Roseville 39 | Page
Staff Resources and Project Hours
Sales, Use and Transactions Tax Audits: In addition to comprehensive physical field canvasing, HdL performs a variety of proprietary computer and manual reviews of quarterly allocations to quickly identify potential allocation errors and deficiencies. Once the initial inventory and analysis is completed, the amount of staff hours expended depends on the nature of the error.

1. Field Inventory 40 hours per review

2. Field Follow Up 60 hours per review
(Data mining, taxpayer interviews, review of returns)4

3. Quarterly Analysis 40 hours per quarter
(Follow up with taxpayers, records research)

4. Processing and Monitoring of Corrections 10 hours per quarter During the term of the contract, we anticipate expending a minimum of 150 direct staff hours on audit activity annually. Sales and use tax audits are ongoing and done under the direction of Matt Hinderliter supported by 16 audit team members and four data personnel, plus other key staff trained to address special audit issues.

Sales and Use Quarterly Analysis: Each quarter, one of the firm’s Principals will spend approximately 20 hours reviewing and analyzing the quarterly data for the City in preparation for meeting with City staff. Principals usually spend an additional 5 hours on follow-up activity. The Production Team spends approximately 12 hours each quarter preparing reports for the City.

Docusign Envelope ID: A298BD4D-2A06-4B3B-82B4-1FDDE96D0C0D

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RESOLUTION NO. 26-069

RESOLUTION AUTHORIZING THE EXAMINATION OF SALES OR

TRANSACTIONS AND USE TAX RECORDS

WHEREAS, pursuant to Chapter 4.20 of the Roseville Municipal Code, the City of Roseville ("City'') entered into a contract with the California Department of Tax and Fee Administration ("Department") to perform all functions incident to the administration and collection of the Transactions and Use Tax Ordinances and the local sales and use taxes; and

WHEREAS, City deems it necessary for authorized representatives of City to examine confidential sales and transactions and use tax records of the Department pertaining to sales and transactions and use taxes collected for City by the Department; and

WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from sales or transactions and use tax records of the Department;

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that:

Section 1. That the Assistant City Manager/Chief Financial Officer, or other officer or employee of City designated in writing by the Assistant City Manager/Chief Financial Officer to the Department, is hereby appointed to represent City with authority to examine all of the sales and transactions and use tax records of the Department pertaining to sales and transactions and use taxes collected for City by the Department pursuant to the contract between City and the Department. The information obtained by examination of Department records shall be used for purposes related to the collection of City's sales and transactions and use taxes by the Department pursuant to the contract.

Section 2. That the Assistant City Manager/Chief Financial Officer, or other officer or employee of City designated in writing by the Assistant City Manager/Chief Financial Officer to the Department, is also hereby appointed to represent City with the authority to examine those sales and transactions and use tax records of the Department for purposes related to the following governmental functions of City:

a) tracking and economic development;
b) forecasting and budget related functions;
c) detection of misallocations and deficiencies.

The information obtained by examination of Department records shall be used only for those governmental functions of City listed above.

Section 3. That Hinderliter, De Llamas & Associates dba HdL Companies is hereby designated and authorized to examine all of the sales and transactions and use tax records of the Department pertaining to all sales and use taxes collected for City and any transaction and use taxes collected for City under the following Transactions and Use Tax Ordinance:

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Measure B Protecting Roseville's Public Safety, Roads, and Essential Services as codified in Chapter 4.22 of the Roseville Municipal Code

The person or entity designated by this section meets all of the following conditions:

a) has an existing contract with City to examine sales and transactions and use tax records;

b) is required by that contract to disclose information contained in, or derived from those sales and transactions and use tax records only to an officer or employee authorized under Section 1 and Section 2 of this resolution to examine the information;

c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;

d) is prohibited by that contract from retaining the information contained in or derived from those sales and transactions and use tax records after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of City's sales and transactions and use taxes by the Department pursuant to the contracts between City and the Department and for purposes relating to the governmental functions of City listed in Section 2 of this resolution.

Section 4. This resolution supersedes all prior sales and transactions and use tax resolutions of City adopted pursuant to subdivision (b) of Revenue and Taxation Code Section 7056.

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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City Council
Communication
Meeting Date: 4/1/2026
Item #: VII.10
File #: 0203-12
Item ID: 2026-202

Title: Personal Protective Equipment, Firefighter Equipment and Self-Contained Breathing Apparatus Equipment and Supplies - Purchase Order
Contact: Jenean Alden 916-774-5847 [email protected]

SUMMARY
Staff recommends approval of a purchase order with L.N. Curtis and Sons for Personal Protective Equipment, Firefighter Equipment, and Self-Contained Breathing Apparatus equipment and supplies based upon the Master Price Agreement for the remainder of the initial term of four years with an optional one- year renewal term as a qualified government member of National Purchasing Partners. The total estimated cost is $2 million for the remainder of the 48-month term of the contract, from February 27, 2026, to February 26, 2030, and $500,000 for the extension year from February 27, 2030, to February 26, 2031.

The current year's funding is included in the Fire Department's FY2025-26 General Fund budget and will be recommended for approval in future year budgets.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a purchase order with L.N. Curtis and Sons for Personal Protective Equipment, Firefighter Equipment, and Self-Contained Breathing Apparatus equipment and supplies utilizing the League of Oregon Cities Contract Number PS26220 through National Purchasing Partners (NPPGov).

Additionally, staff requests that the City Manager or his designee be authorized to approve an additional one (1) year renewal without further City Council approval, provided that the applicable budget is approved by the City Council, until staff determines that continuing with this consultant is not in the best interest of the City, or until the contract expires.

BACKGROUND
The Fire Department responds to more than 21,000 emergency calls each year, ranging from medical emergencies and fires to rescues, hazardous incidents, and other urgent public safety situations. Each response requires reliable safety equipment, properly maintained tools, and adequate supplies to ensure both effective service to the community and the safety of personnel operating in high-risk environments.

The City will be utilizing National Purchasing Partners (NPPGov) cooperative Contract Number PS26220, which was competitively bid and awarded by lead public agency, League of Oregon Cities. The initial contract award is for four (4) consecutive years, with an optional one (1) year renewal available.

FISCAL IMPACT
The total estimated cost for Fire Department personal protective equipment, firefighter equipment, and self- contained breathing apparatus supplies and equipment with L.N. Curtis and Sons is $2 million for the remainder of the initial 48-month term of the contract, from February 27, 2026 to February 26, 2030, and $500,000 for the extension year from February 27, 2030 to February 26, 2031. The current year's funding is

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included in the Fire Department's FY2025-26 General Fund budget and will be recommended for approval in future year budgets.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The purchase order for firefighter equipment 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

6. Deliver exceptional City services

Respectfully Submitted,
Jenean Alden, Administrative Technician

Ryan Harrigan, Fire Chief

ATTACHMENTS:

1. Resolution 26-071

2. MPA 2555 LOC and Curtis EXECUTED

REVIEWERS:

Jenean Alden, Fire Department Created/Initiated - 3/9/2026 Deanna Schondelmayer, Fire Department Approved - 3/9/2026 Ryan Harrigan, Fire Department Approved - 3/9/2026
Kelly Aye, City Attorney Department Approved - 3/17/2026 Katrina Six, City Clerk Department Approved - 3/17/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 3/17/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/17/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/17/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/18/2026

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RESOLUTION NO. 26-071

APPROVING A PURCHASE ORDER FOR PERSONAL PROTECTIVE EQUIPMENT,

FIREFIGHTER EQUIPMENT AND SELF-CONTAINED BREATHING

APPARATUS EQUIPMENT AND SUPPLIES

WHEREAS, a Purchase Order for Personal Protective Equipment (PPE), Firefighter Equipment (FFE), and Self-Contained Breathing Apparatus (SCBA) equipment and supplies, by and between the City of Roseville and L.N. Curtis and Sons has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said purchase order is approved.

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

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

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Contract Number: PS26220

LEAGUE OF OREGON CITIES

MASTER PRICE AGREEMENT

This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and L.N. Curtis & sons (“Vendor”).

RECITALS

WHEREAS, the Vendor is in the business of selling certain Fire Fighting Equipment, SCBA, and Protective Gear, as further described herein; and

WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and

WHEREAS, through a solicitation for Fire Fighting Equipment, SCBA, and Protective Gear, the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2555 for Fire Fighting Equipment, SCBA, and Protective Gear; and

WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and

WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov;

NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:

ARTICLE 1 – CERTAIN DEFINITIONS

1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-G attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2555 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”).

1.2 “Applicable Law(s)” shall mean all applicable federal, state, tribal, and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind.

1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state, tribal or local law.

1.4 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time.

Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.

1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree.

1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation.

1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.

The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America.

1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.

1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement.

1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable.

ARTICLE 2 – AGREEMENT TO SELL

2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.

Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.

2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements.

Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party.

2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority:

(i) This Agreement;
(ii) The RFP;
(iii) Vendor’s Proposal;

2.6 Extension of contract terms to Participating Agencies:

2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists.

Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies.

2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counse l to ensure compliance with all local , tribal, and state solicitation requirements.

2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number VA26220, with NPPGov, pursuant to the terms of the RFP.

2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.

See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

ARTICLE 3 – TERM AND TERMINATION

3.1 The initial contract term shall be for four (4) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original four (4) year term, this Agreement shall automatically extend for a one (1) year period; (“Renewal Term”); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term.

Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party.

ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY

4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.

Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA.

4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser.

4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.

Attachment A or Vendor’s Proposal (Attachment E) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading.

4.4 Except as specifically set forth on Attachments A and G, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. (“Incidental Expenses”).

4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser.

4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, E, and G herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.

4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor.

4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.

Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination.

ARTICLE 5 – INSURANCE

5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS

REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT.

5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.

Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.

5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement.

5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency.

5.5 Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Purchaser and other additional insureds for losses paid under the insurance policies required by this Agreement. The waiver must apply to all deductibles and/or self-insured retentions applicable to the necessary insurance that the Vendor maintains.

ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS

6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.

The amount and type of insurance coverage requirements set forth herein will in no way be construed as Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years.

6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION

WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR

INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS

OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non- procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party.

ARTICLE 7 – WARRANTIES

Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein.

ARTICLE 8 - INSPECTION AND REJECTION

8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled.

8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement.

8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

ARTICLE 9 – SUBSTITUTIONS

Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser.

ARTICLE 10 - COMPLIANCE WITH LAWS

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10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates.

10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder.

10.3 When a Participating Agency procures Products and Services under this Agreement using United States federal funds, including but not limited to federal grants or FEMA funding, the procurement shall be subject to the terms and conditions set forth in Attachment D – Requirements for Procurements Utilizing Federal Funds and Grants, which is incorporated herein by reference. The Vendor shall comply with all applicable federal laws, regulations, and requirements outlined in Attachment D, including but not limited to those specified in 2 C.F.R. § 200, as amended, and any additional stipulations based on the source of funding. All references to “federal” in this section and Attachment D pertain exclusively to the United States federal government.

10.4 When a Participating Agency accesses Vendor’s Products and Services with United States federal funds, Vendor shall comply with the provisions set forth in Attachment D – Provisions for Non-United States Federal Entity Procurements Under United States Federal Awards or Other Awards, which is incorporated herein by reference.

ARTICLE 11 – PUBLICITY / CONFIDENTIALITY

11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party.

11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement.

ARTICLE 12 - RIGHT TO AUDIT

Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination.

ARTICLE 13 - REMEDIES

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Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement.

ARTICLE 14 - RELATIONSHIP OF PARTIES

Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other.

ARTICLE 15 - NOTICES

All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below:

If to Lead Contracting Agency:

LEAGUE OF OREGON CITIES
1201 Court St. NE
Suite 200
Salem OR 97301
ATTN: Kevin Toon
Email: [email protected]

If to Vendor:

L.N. Curtis & sons
185 Lennon Lane, Suite 110
Walnut Creek, CA 94598
ATTN: Angela Mackey
Email: [email protected]

Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above.

ARTICLE 16 - FORCE MAJEURE

Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non- performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance.

ARTICLE 17 - WAIVER

No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing.

ARTICLE 18 - PARTIES BOUND; ASSIGNMENT

This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed.

ARTICLE 19 - SURVIVABILITY/PARTICIPATING AGENCY DISCRETIONARY EXTENSION

Provided the laws of the jurisdiction of the Participating Agency permit survivability of the contract term through a mutually agreed upon extension of the agreement between the Participating Agency and the Vendor beyond the term of the publicly awarded Agreement, to be determined and confirmed by the Participating Agency at its sole discretion, all applicable agreements and warranties that were entered into between Vendor and the Participating Agency under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement if mutually agreed upon between the Vendor and the Participating Agency. All purchase orders issued and accepted by Vendor shall survive expiration or termination of the Agreement for the term of the purchase order or subscription, unless the Participating Agency terminates the purchase order sooner. However, regardless of the term of the purchase order or subscription, no purchase order shall survive the expiration or termination of the Agreement unless the Participating Agency makes an express finding and justification for the longer term as mutually agreed upon by the Participating Agency and Vendor.

The finding and justification must either be included in the purchase order or referenced in the purchase order and maintained in the Participating Agency’s procurement record. Contract maintenance and adjustments contemplated after the maturity date of the Lead Public Agency cooperative procurement contract, and prior to the expiration date of the Purchase Order or subscription, shall be individually negotiated directly between the awarded Vendor and the Participating Agency identified in that Purchase Order or subscription. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to, the administrative fee provided in the Vendor Administrative Agreement and any and all payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality, and indemnification will remain in effect after termination or expiration hereof.

ARTICLE 20 - SEVERABILITY

To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly.

ARTICLE 21 - INCORPORATION; ENTIRE AGREEMENT
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21.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.

21.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter.

ARTICLE 22 - HEADINGS

Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement.

ARTICLE 23 - MODIFICATIONS

This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency.

ARTICLE 24 - GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions.

[Signature page to follow]

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ARTICLE 25 - COUNTERPARTS

This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below.

PURCHASER:

Signature: ____________________________________

Printed Name:

Title: ____________________________________________
League of Oregon Cities

Dated: ____________________________

VENDOR:

Signature: ______________________________

Printed Name:

Title: _____________________________
L.N. Curtis & sons

Dated: ____________________________

Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31 Director of Customer Service
February 27, 2026 | 7:50 AM PST
Angela Mackey
Patricia M. Mulvihill
Executive Director
February 27, 2026 | 8:44 AM PST

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ATTACHMENT A

to Master Price Agreement by and between VENDOR and PURCHASER.

PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES

Supplier Product Discount
Off List Categories
Akron Brass Lighting, Mounts 20% CATEGORY 01: FIREFIGHTING EQUIPMENT Bullard Helmets, Wildland 25% CATEGORY 01: FIREFIGHTING EQUIPMENT Bullard Thermal Imagers, model TSX 1% CATEGORY 01: FIREFIGHTING EQUIPMENT Bullard Thermal Imagers, models DXT, NXT Pro, QXT Pro Net CATEGORY 01: FIREFIGHTING EQUIPMENT CrewBoss Drip Torch 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Danner/LaCrosse Footwear and Footwear Accessories, Boots, Wildland, Station 25% CATEGORY 01: FIREFIGHTING EQUIPMENT ESS Goggles Eye Protection 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Fire Research Ladder Skull Savers, Lighting, Waterflow Devices, Communications, Foam Equipment 2% CATEGORY 01: FIREFIGHTING EQUIPMENT Firecraft Gloves, Wildland, Extrication, Firefighting 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Foxfury Lighting, Mounts 1% CATEGORY 01: FIREFIGHTING EQUIPMENT Globe Turnout Ensembles, Jackets, Pants, All Styles 37% CATEGORY 01: FIREFIGHTING EQUIPMENT Globe Turnout Accessories 10% CATEGORY 01: FIREFIGHTING EQUIPMENT Globe Hoods, Firefighting 28.5% CATEGORY 01: FIREFIGHTING EQUIPMENT Innotex Rescue Gear, Firefighting 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Innotex Hoods, Firefighting 31% CATEGORY 01: FIREFIGHTING EQUIPMENT Kenetrek Boots Boots, Wildland 20% CATEGORY 01: FIREFIGHTING EQUIPMENT Koehler/Brightstar Lighting, Mounts 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Lakeland Clothing, Wildland, Extrication Jumpsuits, Vests, Pacific Helmets 10% CATEGORY 01: FIREFIGHTING EQUIPMENT Mechanix Gloves 10% CATEGORY 01: FIREFIGHTING EQUIPMENT MSA Helmets, Fire & Rescue 25% CATEGORY 01: FIREFIGHTING EQUIPMENT Pelican Lighting 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Pelican Cases 15% CATEGORY 01: FIREFIGHTING EQUIPMENT
Performance Advantage Equipment Mounts & Storage 5% CATEGORY 01: FIREFIGHTING EQUIPMENT PGI Hoods, Wildland, Firefighting 10% CATEGORY 01: FIREFIGHTING EQUIPMENT PGI Wildland and Rescue Clothing, Shrouds, Bandanas, Face Masks, Related Face Protection 20% CATEGORY 01: FIREFIGHTING EQUIPMENT Revision Eye Protection 10% CATEGORY 01: FIREFIGHTING EQUIPMENT Ringers/Ansell Gloves, Extrication 10% CATEGORY 01: FIREFIGHTING EQUIPMENT Ringers/Ansell Gloves 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Seco Bags 5% CATEGORY 01: FIREFIGHTING EQUIPMENT
Shelby Gloves, Firefighting 18% CATEGORY 01: FIREFIGHTING EQUIPMENT Shelby Gloves, Wildland 20% CATEGORY 01: FIREFIGHTING EQUIPMENT Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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Shelby Gloves, Extrication 20% CATEGORY 01: FIREFIGHTING EQUIPMENT South Park Wrenches 25% CATEGORY 01: FIREFIGHTING EQUIPMENT Streamlight Flashlights, Lighting 30% CATEGORY 01: FIREFIGHTING EQUIPMENT Team Wendy Helmets 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Tech Trade (Pro-tech 8) Gloves, Wildland 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Tech Trade (Pro-tech 8) Gloves, Extrication 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Tech Trade (Pro-tech 8) Gloves, Firefighting 5% CATEGORY 01: FIREFIGHTING EQUIPMENT True North Packs, Bags, Gear 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Wolfpack Bags, Packs, Kits, Hydration, Rescue Gear, Clothing 2% CATEGORY 01: FIREFIGHTING EQUIPMENT Zephyr Hose Clamps, Tool Mounts 5% CATEGORY 01: FIREFIGHTING EQUIPMENT Ziamatic Vehicle Equipment & Accessories 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Ziamatic Mounting Brackets & Holders 15% CATEGORY 01: FIREFIGHTING EQUIPMENT Apex Tool Group Cutters, Tools and Rescue Equipment 20% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Council Tools Tools, Hand, Firefighting, Attack 25% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Fire Hooks Tools, Firefighting, Attack 2% CATEGORY 02: FIREFIGHTING ATTACK TOOLS K-Tool Tools, Entry 5% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Leatherhead Tools Axes, Irons, Halligans, Roof Hooks, Pike Poles, Sledge, TNT, Special Entry Tools 25% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Makita Tools, Firefighting 5% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Nupla Tools, Firefighting 25% CATEGORY 02: FIREFIGHTING ATTACK TOOLS RAPCO Industries Saws, Chains and related Rescue Equipment 1% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Super Vac Saws & Related Equipment 10% CATEGORY 02: FIREFIGHTING ATTACK TOOLS Brimstone Fire Protection EV and Li-Ion Fire Suppression 5% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Fox Manufacturing Saw, Windshield Glass 10% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Hurst Jaws of Life Parts 2% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Hurst Jaws of Life Specialty Accessories 5% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Hurst Jaws of Life Tools, Rescue, Hydraulic & Specialty 10% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Hurst Jaws of Life Tools, Rescue, eDRAULIC 10% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Hurst Jaws of Life Tools, Rescue, StrongArm 2% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Paratech Tools Stabilization 5% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Rescue 42 Tools, Stabilization 2% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Special Service Extrication, Rescue Tools and Related Equipment Net CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Tractel Grip Hoist Tools, Come-a-long Net CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Turtle Plastics Cribbing, Tools, Station and Apparatus Equipment 5% CATEGORY 03: EXTRICATION TOOLS AND SUPPLIES Agility Technologies Rescue Kits 1% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Ajax Chisels, Pneumatic, Extrication and Breaching Tools and Related Equipment’ 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT CMC Rope Rescue Equipment, Standard 10% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT CMC Rope Rescue Equipment, Special Net CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Cole-Palmer (Fluke) Testing, Detection, Measurement Equipment Net CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Duo Safety Ladders 10% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Little Giant Ladders 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT MSA Instrumentation, Gas Detection, Parts 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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MSA Instrumentation, Gas Detection, Portable 10% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Paratech Tools Air Lifting Bags 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Paratech Tools, Trench Rescue 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Paratech Tools, Forcible Entry 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Petzl Rope Rescue Equipment 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT PMI Rope Rescue Equipment, Special 1% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT PMI Rope Rescue Equipment, Standard 10% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT S.E. International Equipment, Detection (Radiation) Net CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Sam Carbis Ladders 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Sterling Rope Rescue Equipment 10% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Stryker Patient Handling Net CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Tempest Saws & Related Equipment 12% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Yates Rope Rescue Equipment 5% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Zistos Camera, Visual Systems, Search & Rescue 1% CATEGORY 04: SEARCH AND RESCUE EQUIPMENT Fireblast Global Fire Simulation Equipment 1% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, e-Books 1% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, Fire Protection Publications Curriculum & Support 1% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, Support Products 1% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, Fire Protection Publications Manuals 3% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, Instructor Resource Kits 3% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING IFSTA Training & Educational Materials, Manuals & Curriculum 8% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING Nasco Healthcare Training Aids and Mannequins 5% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING Pearson Training & Educational Materials 5% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING Symtech Fire Simulation Equipment 1% CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING Weis Safety Training Systems, Firefighting Net CATEGORY 05: FIREFIGHTING AND FIREFIGHTER TRAINING DuPont Clothing, HAZMAT Ensembles 20% CATEGORY 06: HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT Kappler Clothing, HAZMAT Ensembles 5% CATEGORY 06: HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT Lakeland HazMat Ensembles 10% CATEGORY 06: HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT New Pig HazMat Clean-Up Kits, Spill Control, Storage, Containment Equipment Net CATEGORY 06: HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT Tingley Boots, HazMat, Apparel, Outerwear 25% CATEGORY 06: HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT Amerex Fire Extinguishers 25% CATEGORY 07: FIRE EXTINGUISHERS Ansul Fire Extinguishers 15% CATEGORY 07: FIRE EXTINGUISHERS E-FireX Fire Extinguisher, Lithium Battery Net CATEGORY 07: FIRE EXTINGUISHERS Fire Hooks Fire extinguishers, Water Can 2% CATEGORY 07: FIRE EXTINGUISHERS Ansul Foam, Firefighting 15% CATEGORY 08: FIREFIGHTING FOAM Chemguard Foam, Firefighting 10% CATEGORY 08: FIREFIGHTING FOAM National Foam Foam, Firefighting 10% CATEGORY 08: FIREFIGHTING FOAM Perimeter Solutions Foam, Firefighting, Retardant 5% CATEGORY 08: FIREFIGHTING FOAM Akron Brass Waterflow Equipment, Nozzles 26% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Bull Dog Hose, Firefighting 15% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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C & S Supply Waterflow Equipment, Nozzles, Hose 20% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES CrewBoss Tank, Water (Portable) Net CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Delta Brass Waterflow Equipment, Nozzles 5% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Elkhart Brass Waterflow Equipment, Nozzles 23% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Fol-da-tank Pools, Water Tanks (Portable), Spill Containment, Related Accessories 15% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Harrington Waterflow Devices, Adapters, Suction Hose, Valves, Fittings, Drafting Equipment, Tools and Mounts 30% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Hen Nozzles Waterflow Equipment, Nozzles 2% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Husky Portable Water Tanks & Related Equipment 25% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Kochek Waterflow Equipment, Tools and Accessories 30% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES North American Hose Hose, Firefighting 30% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Red Head Brass Adapters, Hose, Speedswivel 10% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Red Head Brass Adapters, Couplings, Fittings, Hose, Nozzles 25% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Red Head Brass Waterflow Devices, Valves, Tools & Mounts 25% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Rice Hydro Hose Tester Parts & Accessories 1% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Rice Hydro Tester, Hose 10% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Scotty Firefighter Waterflow, Backpacks, Devices & Tools 10% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Snap-tite Hose Hose, Firefighting 30% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES South Park Adapters, Couplings, Fittings, Hose 25% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES South Park Waterflow Devices, Valves, Tools & Mounts 25% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Task Force Tips Adapters, Hose 27% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Task Force Tips Waterflow Equipment 27% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Task Force Tips Nozzles, Hose 27% CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES Weis Safety Tester, Nozzles Net CATEGORY 09: FIREFIGHTING (MUNICIPAL) HOSES CET Pumps, Firefighting, Skid Unit 5% CATEGORY 10: FIRE PUMPS Fountainhead Pump, Backpack 20% CATEGORY 10: FIRE PUMPS Hale Pumps, Firefighting 5% CATEGORY 10: FIRE PUMPS
Waterax Pumps, Firefighting, Water Flow Tools, Hardware, Equipment 2% CATEGORY 10: FIRE PUMPS Waterous Pumps, Firefighting, Foam Systems, Hydrants, Valves, Water Flow Equipment 5% CATEGORY 10: FIRE PUMPS

5.11 Tactical Clothing, Tactical Ensembles, Uniforms 30% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Bates Uniforms 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Blackinton Badges, ID Cards, Insignia, Uniform Accessories 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Blauer Uniforms 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Coaxsher Clothing, Gear 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Conway Shield Helmet, Fronts, Passports, Shields 1% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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CrewBoss Clothing, Wildland, Rescue, Station Wear 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS CurtisCare Uniform Alterations, Customization, Embellishment, Personalization and Tailoring 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS DFND Clothing, Base Layer 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Edwards Uniforms, Fire Uniforms 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Elbeco Uniforms, Fire Uniforms 20% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Fechheimer (Flying Cross) Uniforms, Clothing, Clothing Accessories 30% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Fechheimer (Vertx) Uniforms, Clothing, Clothing Accessories, Bags, Packs 20% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Fire Innovations Belts, Harnesses, Tools, Escape, Rescue and Wildland Equipment, Related Accessories 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS First Tactical Uniforms, Fire Uniforms, Bags and Packs, Gear, Clothing, Footwear and Related Accessories 20% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Gemtor Ladder Belts, Rope Rescue Equipment, Confined Space, Fall Protection 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Globe Footgear Boots, Firefighting, Boot Accessories 27.5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Hero's Pride Badges, ID Cards, Insignia, Uniform Accessories 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Midway Cap Uniforms, Caps 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Propper Uniforms, Clothing, Footwear and Gear 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Redback Boots, Station 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Salomon Uniforms, Footwear 14% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Samuel Broome Uniforms & Uniform Accessories 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS SanMar (CornerStone) Uniforms 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Spiewak Uniforms 30% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS True North Clothing 15% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Under Armour Clothing, Base, Mid and Outer Layers, Footwear 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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Whites Boots Boots, Wildland 10% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS Workrite Clothing, Station Wear, Wildland, Uniforms 5% CATEGORY 11: FIREFIGHTER AND DEPARTMENTAL PERSONAL APPAREL,

BADGES, ACCESSORIES, AND OTHER FIRE DEPARTMENT RELATED ITEMS MSA SCBA, Model G1 20% CATEGORY 12: OPEN-CIRCUIT SELF-CONTAINED (SCBA) AND/OR CLOSED-

CIRCUIT SCBA SYSTEMS
MSA SCBA Facepiece, Model G1 10% CATEGORY 13: FACEPIECES Avon SCBA and SCBA Components, Parts & Accessories 5% CATEGORY 14: REGULATOR SYSTEM, INTERMEDIATE PRESSURE HOSE,

RAPID INTERVENTION CREW/COMPANY UNIVERSAL AIR CONNECTION Grace Industries Pass Device 1% CATEGORY 14: REGULATOR SYSTEM, INTERMEDIATE PRESSURE HOSE,

RAPID INTERVENTION CREW/COMPANY UNIVERSAL AIR CONNECTION MSA SCBA Regulators, RIC/UAC Connection 10% CATEGORY 14: REGULATOR SYSTEM, INTERMEDIATE PRESSURE HOSE,

RAPID INTERVENTION CREW/COMPANY UNIVERSAL AIR CONNECTION MSA SCBA Cylinders 10% CATEGORY 15: CYLINDERS
CurtisCare Care & Maintenance, PPE 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING CurtisCare Flow Testing, Mask Fit 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING CurtisCare Service and Maintenance, MSA SCBA 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING CurtisCare Service and Maintenance, Breathing Air Compressors 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING CurtisCare Testing, Cylinder Hydrotesting 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING CurtisCare Service and Maintenance, Heavy Rescue Tools 2% CATEGORY 16: MAINTENANCE, SERVICE AND TESTING Arctic Compressor Compressors, Breathing Air 1% CATEGORY 17: RELATED SCBA EQUIPMENT MSA SCBA Parts & Accessories 10% CATEGORY 17: RELATED SCBA EQUIPMENT OHD AeroFit Mask Tester 1% CATEGORY 17: RELATED SCBA EQUIPMENT OHD Quanti-Fit Mask Tester 5% CATEGORY 17: RELATED SCBA EQUIPMENT OHD Accessories and Service Options for Mask Testers Net CATEGORY 17: RELATED SCBA EQUIPMENT RIT Safety Solutions Harnesses, Rescue and Escape Systems, Safety Gear 5% CATEGORY 17: RELATED SCBA EQUIPMENT Stallion Compressors, Breathing Air 2% CATEGORY 17: RELATED SCBA EQUIPMENT Curtis EDGE Asset Management Net CATEGORY 18: INTEGRATED FIRE AND EMS MANAGEMENT SOLUTIONS MSA SCBA Management Solutions 10% CATEGORY 18: INTEGRATED FIRE AND EMS MANAGEMENT SOLUTIONS Rescue 42, AIO Network System Deployable, Connectivity 1% CATEGORY 18: INTEGRATED FIRE AND EMS MANAGEMENT SOLUTIONS Allegro Ventilation Systems, Storage, Healthcare and Confined Space Related Equipment 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Circul-Air Clothing and Equipment Cleaning, Drying and Storage 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT CrewBoss Rehab Kits Net CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT David Clark Communications Net CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Euramco Ram Fan Ventilation Systems 1% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Euramco Ram Fan Fans 1% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Ferno First Aid Net CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Fotokite Drone Accessories, Parts, Options, Service 1% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Fotokite Drones 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT FSI North America Shelters, Decon Showers, Isolation Equipment 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Gosport Covers & Tarps, Salvage 15% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Groves Ready Rack Decon Equipment, Care & Maintenance Equipment 1% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Docusign Envelope ID: D18F1FBC-85E8-430E-89EA-69CE0F608E31

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Groves Ready Rack Racks, Clothing Storage 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Hotshield Respiratory Protection, Wildland 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Husky Spill Containment, Decontamination 15% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Junkin EMS, First-Aid, Fire Safety Equipment 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Meret Bags & Packs, Medical Gear, Oxygen Equipment 10% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Nilfisk Vacuums, Water 10% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Pelican Rehab Coolers & Outdoor Equipment 1% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Ram Air Gear Dryer Gear Dryers and Accessories 5% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Rescue Intellitech Clothing,Equipment Cleaning, Decon Systems 3% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Super Vac Fans, Smoke Machines & Ventilation Equipment 10% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Super Vac Rehab Equipment 10% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Task Force Tips Health-Air Decontamination & Monitoring 2% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Tempest Smoke Machines & Ventilation Systems 12% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Tempest Safety Equipment 12% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT Ziamatic Emergency Response Equipment 15% CATEGORY 19: OTHER: Other FIREFIGHTING AND FIREFIGHTER EQUIPMENT

Vendor price quotes will be calculated using the list price, less the contracted brand discount (including an estimated freight charge upon customer request). Vendor will estimate freight using the UPS freight calculator or other calculators made publicly available by other shipping companies. Vendor quoted prices for shipments to the continental USA plus Alaska and Hawaii will be FOB: Shipping Point.

Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement.

Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor’s authorized dealers and distributors, as applicable, are identified in a [list, link found at http:], as may be updated from time to time. [ A current list may be obtained from Vendor.]

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ATTACHMENT B

to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL SELLER WARRANTIES

To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal.

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ATTACHMENT C

to Master Price Agreement by and between VENDOR and PURCHASER.

PARTICIPATING AGENCIES

The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.

Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder.

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ATTACHMENT D

to Master Price Agreement by and between VENDOR and PURCHASER.

REQUIREMENTS FOR PROCUREMENTS UTILIZING FEDERAL FUNDS AND GRANTS

Summary of Key Provisions for Participating Agencies Utilizing U.S. Federal Funds Participating Agencies acquiring goods or services through this contract using United States federal grants or FEMA funding are subject to specific requirements, including those outlined in 2 C.F.R. § 200.

Additional stipulations may apply based on the source of funding. For reference, “federal” pertains exclusively to the United States federal government.

The following provisions are applicable solely when a Participating Agency procures Vendor equipment, products, or services with United States federal funds:

A. Equal Employment Opportunity
Contracts classified as “federally assisted construction contracts” under 41 C.F.R. § 60-1.3 must incorporate the Equal Opportunity clause pursuant to 41 C.F.R. § 60-1.4(b), ensuring compliance with Executive Order 11246 (as amended) and relevant Department of Labor regulations. This provision is included by reference.

B. Davis-Bacon Act, as Amended (40 U.S.C. § 3141-3148)
Prime construction contracts exceeding $2,000 require adherence to the Davis-Bacon Act and related Department of Labor regulations (29 C.F.R. § 5). Contractors must pay at least the prevailing wage determined by the Secretary of Labor, with weekly payments mandated. Each solicitation must feature the current wage determination, and any violations must be reported to the awarding agency.

Compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145; 29 C.F.R. § 3) is also required.

C. Contract Work Hours and Safety Standards Act (40 U.S.C. § 3701-3708) Contracts exceeding $100,000 involving mechanics or laborers must comply with 40 U.S.C. §§ 3702 and 3704, and 29 C.F.R. § 5. Wages must reflect a standard 40-hour work week, with overtime compensated at no less than one and a half times the basic rate. Workers must not be subjected to hazardous or unsafe conditions. These rules exclude supply purchases and transportation contracts.

The Vendor confirms compliance throughout the contract duration.

D. Rights to Inventions Made Under a Contract or Agreement If the federal award qualifies as a “funding agreement” per 37 C.F.R. § 401.2(a), recipients contracting with small businesses or nonprofit organizations for research must observe 37 C.F.R. § 401 and associated regulations.

E. Clean Air Act and Federal Water Pollution Control Act For contracts and subgrants exceeding $150,000, full compliance with the Clean Air Act (42 U.S.C. § 7401–7671Q) and Federal Water Pollution Control Act (33 U.S.C. § 1251–1387) is mandatory. Any violations should be reported to both the awarding agency and the EPA. Vendors certify their compliance.

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F. Debarment and Suspension (Executive Orders 12549 and 12689) No contract shall be awarded to entities listed in the System for Award Management (SAM) exclusions under 2 C.F.R. § 180 and Executive Orders 12549 and 12689. Vendors confirm they are neither debarred nor excluded by any federal agency.

G. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352)
Vendors must submit requisite certifications and refrain from utilizing federal funds to influence government officials in relation to contracts, grants, or awards. All lobbying with non-federal funds must be disclosed and communicated across all tiers. Vendors agree to adhere strictly to the Byrd Anti- Lobbying Amendment.

H. Record Retention Requirements
Vendors shall retain records in accordance with 2 C.F.R. § 200.333 for three years beyond final report submission and until all matters have been resolved.

I. Energy Policy and Conservation Act Compliance
Where relevant, Vendors must comply with mandatory energy efficiency standards detailed in the state energy conservation plan under the Energy Policy and Conservation Act.

J. Buy American Provisions Compliance
When applicable, Vendors must comply with the Buy American Act and ensure purchases adhere to procurement rules that require free and open competition.

K. Access to Records (2 C.F.R. § 200.336)
Vendors grant authorized representatives of federal agencies access to pertinent books, documents, papers, and records for audits, examinations, excerpts, and transcriptions, as well as personnel interviews relating to such records.

L. Procurement of Recovered Materials (2 C.F.R. § 200.322) Non-federal entities that are state agencies or political subdivisions and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. This includes procuring items designated in EPA guidelines (40 C.F.R. § 247) containing the highest practical percentage of recovered materials, maximizing energy and resource recovery for solid waste management, and establishing affirmative procurement programs for recovered materials as specified by EPA.

Entities utilizing United States federal grant or FEMA funds for procurement may be subject to further requirements, including those under 2 C.F.R. § 200, with all references to “federal” denoting the United States federal government.

Entities using U.S. federal grant or FEMA funds for procurement may be subject to additional requirements under 2 C.F.R. § 200. All references to “federal” are specific to the United States federal government.

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ATTACHMENT E

to Master Price Agreement by and between VENDOR and PURCHASER.

Vendor’s Proposal
(The Vendor’s Proposal is not attached hereto.)
(The Vendor’s Proposal is incorporated by reference herein.)

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ATTACHMENT F

to Master Price Agreement by and between VENDOR and PURCHASER.

Purchaser’s Request for Proposal
(The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.)

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ATTACHMENT G

to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.

https://lncurtis.com/terms-conditions/
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City Council
Communication
Meeting Date: 4/1/2026
Item #: VII.11
File #: 0400-04-12-1
Item ID: 2026-177

Title: Westbrook - WB-42 Parcel 2 - Notice of Completion Contact: Cody Allen 916-774-5417 [email protected]

SUMMARY
Staff recommends approval of the Notice of Completion for the Westbrook - WB-42 Parcel 2 Project as complete. The Engineering Division has made a final inspection of the project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications. This action has no impact to the City's General Fund. Construction costs were paid by the developer.

RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution accepting Westbrook - WB-42 Parcel 2 Project as complete and authorizing the City Engineer to execute the Notice of Completion.

BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications.

FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund. Construction costs were paid by the developer.

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

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

Respectfully Submitted,
Cody Allen, Construction Inspector

Mike Isom, Development Services Director

ATTACHMENTS:

1. Resolution 26-064

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2. NOC

3. Vicinity Map

4. Final Map WB-42

REVIEWERS:

Cody Allen, Development Services Department - Engineering Division Created/Initiated - 3/10/2026 Marc Stout, Development Services Department - Engineering Division Approved - 3/10/2026 Mike Isom, Development Services Department Approved - 3/10/2026 Kelly Aye, City Attorney Department Approved - 3/16/2026 Katrina Six, City Clerk Department Approved - 3/16/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 3/17/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 3/17/2026 Michelle Sheidenberger, City Attorney Department Approved - 3/17/2026 Dominick Casey, City Manager Department - City Manager Approved - 3/18/2026 Katrina Six, City Clerk Department Final Approval - 3/18/2026

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RESOLUTION NO. 26-064

RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS WESTBROOK - WB-42 PARCEL 2 PROJECT, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING THE CITY

ENGINEER TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE,

THEREFORE, AND ACCEPTING ALL DEDICATIONS OFFERED ON THE RECORDED MAP OF THE SUBDIVISION.

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

1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as the Westbrook - WB-42 Parcel 2 project is hereby approved and the public work accepted.

2. All rights of way and easements as offered on the final map of recorded with Placer County Recorder’s Office Book _HH__ of Maps, Page _20__is hereby accepted.

3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville, 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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RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY
CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NO

TICE OF COMPLETION
N
OTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
Cit
y of Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk

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State of California )
County of Placer )

I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville

State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _ ____
day of ,
20 ___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.

____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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Roseville City CouncilApril 1, 2026

Roseville City Council
April 1, 2026