23 ISDA® 2002
Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.
Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to pr oduce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.
Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out- of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.
In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:―
(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the cred itworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;
(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or
(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.
The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilised. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.
Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transac tion or group of Terminated Transactions (or any gain resulting from any of them).
Commercially reasonable procedures used in determining a Close-out Amount may include the following:―
(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
24 ISDA® 2002
(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.
“Confirmation” has the meaning specified in the preamble.
“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.
“Contractual Currency” has the meaning specified in Section 8(a).
“Convention Court” means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters.
“Credit Event Upon Merger” has the meaning specified in Section 5(b).
“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.
“Credit Support Provider” has the meaning specified in the Schedule.
“Cross-Default” means the event specified in Section 5(a)(vi).
“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.
“Defaulting Party” has the meaning specified in Section 6(a).
“Designated Event” has the meaning specified in Section 5(b)(v).
“Determining Party” means the party determining a Close-out Amount.
“Early Termination Amount” has the meaning specified in Section 6(e).
“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).
“electronic messages” does not include e-mails but does include documents expressed in markup languages, and “electronic messaging system” will be construed accordingly.
“English law” means the law of England and Wales, and “English” will be construed accordingly.
“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.
“Force Majeure Event” has the meaning specified in Section 5(b).
“General Business Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits).
“Illegality” has the meaning specified in Section 5(b).
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
25 ISDA® 2002
“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).
“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and “unlawful” will be construed accordingly.
“Local Business Day” means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment and, if that currency does not have a single recognised principal financial centre, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section 5(a) (i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstan ce which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by th e recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (e) in rela tion to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction.
“Local Delivery Day” means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant delivery are generally open fo r business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery.
“Master Agreement” has the meaning specified in the preamble.
“Merger Without Assumption” means the event specified in Section 5(a)(viii).
“Multiple Transaction Payment Netting” has the meaning specified in Section 2(c).
“Non-affected Party” means, so long as there is only one Affected Party, the other party.
“Non-default Rate” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party fo r the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market.
“Non-defaulting Party” has the meaning specified in Section 6(a).
“Office” means a branch or office of a party, which may be such party’s head or home office.
“Other Amounts” has the meaning specified in Section 6(f).
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
26 ISDA® 2002
“Payee” has the meaning specified in Section 6(f).
“Payer” has the meaning specified in Section 6(f).
“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
“Proceedings” has the meaning specified in Section 13(b).
“Process Agent” has the meaning specified in the Schedule.
“rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.
“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.
“Schedule” has the meaning specified in the preamble.
“Scheduled Settlement Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.
“Specified Entity” has the meaning specified in the Schedule.
“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.
“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any a pplicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.
“Stamp Tax” means any stamp, registration, documentation or similar tax.
“Stamp Tax Jurisdiction” has the meaning specified in Section 4(e).
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
27 ISDA® 2002
“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.
“Tax Event” has the meaning specified in Section 5(b).
“Tax Event Upon Merger” has the meaning specified in Section 5(b).
“Terminated Transactions” means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected Tran sactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date.
“Termination Currency” means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and (b) otherwise, euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York.
“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.
“Termination Event” means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.
“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.
“Threshold Amount” means the amount, if any, specified as such in the Schedule.
“Transaction” has the meaning specified in the preamble.
“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or 5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early Termination Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
28 ISDA® 2002
compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties.
“Waiting Period” means:―
(a) in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and
(b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance.
IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.
.................................................................................... .......................................... ...................... .....................
(Name of Party) (Name of Party)
By: ............................................................................. By: ......................................... ....................... ..............
Name: Name:
Title: Title:
Date: Date:
DRW ENERGY TRADING LLC
CITY OF ROSEVILLE
Scott Pleus
Authorized Signatory
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65 14-Apr-2026
Rev. 10/25
ISDA®
International Swaps and Derivatives Association, Inc.
SCHEDULE
to the
2002 Master Agreement
dated as of April 13, 2026
between
DRW Energy Trading LLC,
a limited liability company organized under the laws
of the State of Delaware
(“Party A”)
and
City of Roseville,
a municipal corporation created under the laws of
the State of California
(“Party B”)
Part 1. Termination Provisions.
(a) “Specified Entity” means:
(i) in relation to Party A for the purpose of:
(1) Section 5(a)(v) (Default Under Specified Transaction): none; (2) Section 5(a)(vi) (Cross-Default): none;
(3) Section 5(a)(vii) (Bankruptcy): none; and
(4) Section 5(b)(v) (Credit Event Upon Merger): none; and, (ii) in relation to Party B for the purpose of:
(1) Section 5(a)(v) (Default Under Specified Transaction): none; (2) Section 5(a)(vi) (Cross-Default): none;
(3) Section 5(a)(vii) (Bankruptcy): none; and
(4) Section 5(b)(v) (Credit Event Upon Merger): none.
(b) “Specified Transaction” has the meaning specified in Section 14 of this Agreement (c) The “Cross-Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B as modified by adding immediately prior to the semicolon at the end thereof, the following:
“provided, however, that it shall not constitute an Event of Default under either Section 5(a)(vi)(2) if (a) the failure to pay referred to in Section 5(a)(vi)(2) arises in the ordinary course of business by mistake, oversight, or transfer difficulties and (b) such failure to pay is remedied on or before the third Business Day after the occurrence or existence of such event of default or failure to pay.” Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
2 In addition, Section 5(a)(vi) is hereby amended by the deletion of the words ", or becoming capable at such time of being declared," from clause (1) of such provision.
For purposes thereof:
“Specified Indebtedness” has the meaning specified in Section 14 of this Agreement; and “Threshold Amount” means:
(x) with respect to Party A, Five Million (5,000,000.00); and, (y) with respect to Party B, Fifteen Million (15,000,000.00); including, in each case, the United States Dollar (“ USD” or “ US$”) equivalent in any other currency or currencies.
(d) The “Credit Event Upon Merger” provisions of Section 5(b)(v):
(i) will apply to Party A; and
(ii) will apply to Party B
(e) Merger Without Assumption. Section 5(a)(viii) of this Agreement is hereby amended to read in its entirety as follows:
“(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, incorporates, reincorporates, or reconstitutes into or as, another entity (or, without limiting the foregoing, if such party is a Government Entity, an entity such as an organization, board, commission, authority, agency or body succeeds to the principal functions of, or powers and duties gran ted to, such party or any Credit Support Provider of such party) and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, incorporation, reincorporation, or reconstitution or succession:
(1) the resulting, reorganized, reincorporated, reconstituted, surviving, transferee or successor entity (the “Resulting Entity”) fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such Resulting Entity of its obligations under this Agreement.” (f) Bankruptcy. Section 5(a)(vii) is hereby amended as follows:
by deleting Clause (6) thereof and amending it to read in its entirety as follows:
“(6)(A) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets or (B) in the case of a Government Entity, any Credit Support Provider of such Government Entity or any applicable Specified Entity of such Government Entity, (I) there shall be appointed or designated with respect to it, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial dis tress with respect to it or (II) there shall be declared or introduced or proposed for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it;”
Without limiting the applicability of any other provision of the U.S. Bankruptcy Code as amended (the "Bankruptcy Code") (including without limitation Sections 362, 546, 556, and 560 thereof and the applicable Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
3 definitions in Section 101 thereof), the parties acknowledge and agree that all Transactions entered into hereunder will constitute "forward contracts" or "swap agreements" as defined in Section 101 of the Bankruptcy Code, that the rights of the parties under Section 6 of this Agreement will constitute contractual rights to liquidate Transactions, that any margin or collateral provided under any margin, collateral, security, or similar agreement related hereto will constitute a "margin payment" as defined i n Section 101 of the Bankruptcy Code, and that the parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code.”
(g) The “Automatic Early Termination” provision of Section 6(a) of this Agreement:
(i) will not apply to Party A; and
(ii) will not apply to Party B;
(h) “Termination Currency” means USD.
(i) Additional Termination Event will not apply.
(j) Amendments. The parties agree to the following changes to this Agreement:
(i) No Immunity. Each party represents that it is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to itself or its revenues or assets (irrespective of their use or intended use) from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) or (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be made subject to any Proceedings (as defined in Section 13(b)) in the courts of any jurisdiction and no such immunity (whether or not claimed) may be attributed to such party or its revenues or assets.”
(ii) Notice of Incipient Illegality . If an Incipient Illegality occurs, Party B will, promptly upon becoming aware of it, notify Party A, specifying the nature of that Incipient Illegality and will also give such other information about that Incipient Illegality as the other party may reasonably require.”
(iii) Incipient Illegality” means (a) the enactment by any legislative body with competent jurisdiction over Party B of legislation which, if adopted as law, would render unlawful (i) the performance by Party B of any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of a Transaction or the compliance by Party B with any other material provision of this Agreement relating to such Transaction or (ii) the performance by Party B or a Credit Support Provider of Party B, if any, of any contingent or other obligation which Party B (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction, (b) any assertion in any proceeding, forum or action by Party B, in respect of Party B or in respect of any entity located or organized under the laws of the state in which Party B is located to the effect that performance under this Agreement or similar agreements is unlawful or (c) the occurrence with respect to Party B or any Credi t Support Provider of Party B of any event that constitutes an Illegality.”
Part 2. Tax Representations.
(a) Payer Representations. For the purpose of Section 3(e) of this Agreement Party A and Party B each make the following representation:
(i) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 6(d)(ii), 6(e) or 9(h) of this Agreement or any other amounts payable hereunder that may be considered to be interest for United States federal income Tax purposes) to be made by it to the other party under this Agreement. In making this representation, it may rely on
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
4 (1) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement,
(2) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and
(3) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) herein and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of this Agreement Party A and Party B each make the representations specified below, if any:
(i) Party A hereby represents that:
(1) Party A is a limited liability company organized under the laws of the State of Delaware and its U.S. taxpayer identification number is 93-4589565; and (2) Party A makes no other Payee Tax Representations.
(ii) Party B hereby represents that:
(1) Party B is a municipal corporation organized under the laws of the State of California and its U.S. taxpayer identification number is 94-6000409.
(2) Party B makes no other Payee Tax Representations.
Part 3. Agreement to Deliver Documents.
For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required
to deliver
document
Form/Document/Certificate Date by which to be delivered (i) Party A
An accurate, properly completed and validly
executed US Internal Revenue Service
(“IRS”) Form W-9 (or successor form, as
the case may be)
(x) Upon execution of this Agreement;
(y) promptly upon reasonable demand by
Party B; and (z) promptly upon learning
that any such form previously provided by
Party A has become obsolete or incorrect
(ii) Party B
An accurate, properly completed and validly
executed IRS Form W-9 (or successor form,
as the case may be)
(x) Upon execution of this Agreement;
(y) promptly upon reasonable demand by
Party A; and (z) promptly upon learning
that any such form previously provided by
Party B has become obsolete or incorrect
(b) Other documents to be delivered are:
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
5 Party required
to deliver
document
Form/Document/Certificate Date by which to be
delivered
Covered by
Section 3(d)
Representation
(i) Party A and
Party B
Certified copies, in form and substance
reasonably satisfactory to the other party,
of all documents authorizing the
execution, delivery and performance of
this Agreement by the delivering party
Upon execution of this
Agreement Yes
(ii) Party A and
Party B
Evidence of the authority of the
authorized signatories of such party (and,
as applicable, any Credit Support
Provider of such party) to execute this
Agreement (and, as applicable, any Credit
Support Document)
Upon execution of this
Agreement and
thereafter upon the
reasonable request of
either party
Yes
(iii) Party A and
Party B
A copy of such party’s annual report
containing audited consolidated financial
statements for the most recently ended
fiscal year, certified by independent
certified public accountants and prepared
in accordance with GAAP
As soon as practicable
after demand but in no
event later than 180 days
after the end of each
fiscal year of a Party or
its Credit Support
Provider, as applicable,
(with respect to Party A,
as provided via Party A’s
portal or its successor)
Yes
(iv) Party A and
Party B
A copy of such party’s quarterly report
containing unaudited consolidated
financial statements for the most recently
ended fiscal quarter, prepared in
accordance with GAAP
As soon as practicable
after demand but in no
event later than 30 days
after the end of each
fiscal quarter of a Party
or its Credit Support
Provider, as applicable,
(with respect to Party A,
as provided via Party A’s
portal or its successor)
Yes
(v) Party A and
Party B
Duly executed copy of each Credit
Support Document
Upon execution of this
Agreement and,
thereafter, upon
amendment thereof
Yes
Part 4. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
(i) Address for notices or communications to Party A:
DRW Energy Trading LLC
Address: 1500 Post Oak Blvd., Suite 1625
Houston, TX 77056
Attention: Legal
Telephone No.: 713.814.3027
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
6 Email: [email protected]
With a mandatory copy of notices issued pursuant to Section 5 or Section 6 to:
DRW Holdings LLC
Address: 540 West Madison Street, Suite 2500
Chicago, Illinois 60661 USA
Attention: General Counsel
Email: [email protected]
Telephone No. : (312) 542-1000
(ii) Address for notices or communications to Party B:
City of Roseville
Address: 116 S. Grant Street
Roseville, CA 95678
Attention: Power Supply and Portfolio Administrator
Facsimile No.: 916-774-5583
Telephone No.: 916-774-5602
Email: [email protected]
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
(i) Party A appoints as its Process Agent: Not applicable. (ii) Party B appoints as its Process Agent: Not applicable. (c) Offices. The provisions of Section 10(a) will apply to this Agreement. (d) Multibranch Party. For the purpose of Section 10(b) of this Agreement:
(i) Party A is not a Multibranch Party; and
(ii) Party B is not a Multibranch Party.
(e) Single Agreement. The phrase "(evidencing Transactions heretofore or hereafter entered into between Party A and Party B)" is hereby added after the word "Confirmations" in Section 1(c). (f) Obligations. Section 2 shall be amended as follows:
(i) Section 2(a)(iii) of this Agreement is hereby amended to read in its entirety as follows:
“(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default, Potential Event of Default or Incipient Illegality with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.” (g) Change of Account. Section 2(b) of the Agreement is hereby amended by adding the following provision at the end thereof: "provided that, such new account shall be in the same federal, legal and tax jurisdiction as the account prior to any such change.”
(h) Calculation Agent. The Calculation Agent is Party A, notwithstanding anything to the contrary in a Confirmation in relation to the relevant Transaction ; provided, however, if Party A is the Defaulting Party, the Calculation Agent shall be Party B (or any designated third party mutually agreed to by the parties) until such time as Party A is no longer a Defaulting Party. Each party agrees that the Calculation Agent is not acting as a fiduciary for or as an advisor to such party in respect of its duties as Ca lculation Agent in connection with any Transaction. If the parties are unable to agree on a particular determination made by the Calculation Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
7 Agent, the parties shall first endeavor to resolve such dispute. If there is any dispute regarding a calculation made by the Calculation Agent, the party owing the amount under dispute shall pay the undisputed portion of such amount when due. If they are unable to resolve such dispute within a commercially reasonable time, they will designate a mutually acceptable independent leading dealer in the relevant market to act as substitute Calculation Agent. If the parties are unable to agree on a substitute calculation Agent, the parties shall each appoint a leading dealer that is not an Affiliate of either party, who shall together appoint a leading dealer that is not an Affiliate of either party to act as substitute Calculation Agent. The determination of the substitute Calculation Agent shall be binding absent manifest error. The cost of the substitute Calculation Agent shall be borne equally by Party A and Party B.
(i) Credit Support Document. With reference to Section 14 (Definitions), “Credit Support Document” means any credit support annex, and schedule thereto, any confirmation and any other document, which by its terms, secures, guarantees or otherwise supports a party’s obligations under this Agreement:
(j) “Credit Support Provider. “Credit Support Provider” means:
(i) in relation to Party A: none; and,
(ii) in relation to Party B: none.
(k) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New Y ork (without reference to choice of law doctrine, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
(l) Jurisdiction. Section 13(b) of this Agreement is hereby deleted in its entirety and replaced with the following:
“(b) Jurisdiction.
(i) With respect to any suit, action or proceedings relating to this Agreement (‘Proceedings’), each party irrevocably:
(a) submits, to the fullest extent permitted by applicable law, to the non -exclusive jurisdiction of each of the courts of the State of New York, the United States District Court located in the Borough of Manhattan in New York City, the courts of the state in which the Government Entity or the other party’s principal executive offices are located and the United States District Court with jurisdiction over the location of the Government Entity or the other party’s principal executive offices; and
(b) waives, to the fullest extent permitted by applicable law, (1) any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, (2) any claim that such Proceedings have been brought in an inconvenient forum and (3) the right to object, with respect so such Proceedings, that such court does not have any jurisdiction over such party.
(ii) Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.
(m) Netting of Payments. “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of this Agreement to all Transactions with effect from the date of this Agreement. The Calculation Agent shall notify the parties of the amounts of such netted payments (which notice may be made by telephone).
Notwithstanding the foregoing and the netting of payments pursuant hereto, each party will provide the other party with documentation covering each Transaction sufficient to permit the other party to comply with its internal accounting and record keeping procedures concerning individual Transactions . Nettin g will be performed only within like groups of Transactions, and not otherwise. For example, and for purposes of clarity, financially-settled Gas Transactions will net only with other financially -settled Gas Transactions; physically-settled Gas Transactions will net only with other physically-settled Gas Transactions; financially- Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
8 settled Power Transactions will net only with other financially-settled Power Transactions; physically-settled Power Transactions will net only with other physically -settled Power Transactions, and likewise for other like commodities Transactions.
(n) “Affiliate” will have the meaning specified in Section 14 of this Agreement. (o) Absence of Litigation. Section 3(c) of this Agreement is hereby amended by: (i) adding in the third line thereof after the word “governmental” the words “or regulatory” and (ii) adding the words “in any material respect” immediately prior to the end of the section, and (iii) adding the words “, any of its Affiliates” after the words “Credit Support Providers.”
(p) Default Rate. With reference to Section 14 (Definitions), “Default Rate” shall be simple interest equal to the U.S. Prime Rate as quoted in the Money Rates section of The Wall Street Journal plus 2% per annum. (q) No Agency. The provisions of Section 3(g) of this Agreement will apply to this Agreement. (r) Additional Representation will apply. For the purpose of Section 3 of this Agreement, each of the following will constitute an Additional Representation:
(i) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):
(1) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions o f a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction. (2) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
(3) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
(ii) Eligible Contract Participant. Each party and its Credit Support Provider, if any, will be deemed to represent to the other party on the date on which it enters into a Transaction that it is an “eligible contract participant,” as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended.
(iii) No Plan Assets. Party B will be deemed to represent to Party A on the date on which it enters into a Transaction that:
(1) Party B will not be subject to Title I of ERISA or Section 4975 of the Code; and/or, (2) if any investor in Party B is a governmental plan, Party B will not be subject to any law, regulation, policy or procedure which is similar to Section 406 of ERISA or Section 4975 of the Code and that is applicable to Party B by reason of such governmental plan’s investment in Party B.
(s) Recording of Conversations. Each party:
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9 (i) consents to the recording of telephone conversations between the trading, marketing and other relevant commercial personnel of the parties in connection with this Agreement or any potential Transaction, with or without the use of a warning tone; (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel; and
(iii) agrees, to the extent relevant, that recordings may be submitted in evidence in any Proceedings.
Part 5. Other Provisions.
(a) Definitions. This Agreement and each Transaction are subject to the 20 21 ISDA Interest Rate Derivatives Definitions (the “ISDA Definitions”) and the 2005 ISDA Commodity Definitions (the “Commodity Definitions”) as each of such definitions may be amended, supplemented, updated, restated and/or modified from time to time (collectively the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), and will be governed in all respects by the Definitions (except that references to “Swap Transactions” in the Definitions will be deemed to be references to “Transactions”). The Definitions, as so modified, are incorporated by reference in, and made part of, this Agreement and each Confirmation as if set forth in full in this Agreement and such Confirmations. In the event of any inconsistency between any of the following documents, the relevant document first listed below shall govern:
(i) a Confirmation; (ii) the Schedule and Paragraph 13 of an ISDA Credit Support Annex (as applicable); (iii) Commodity Definitions, (iv) the ISDA Definitions; and (v) the printed form of ISDA Master Agreement and ISDA Credit Support Annex (as applicable).
(b) Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HA VE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT , ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTA TIVE,
AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT SUPPORT PROVIDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORC E THE FOREGOING
WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HA VE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENT, AS
APPLICABLE, BY , AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICA TIONS IN THIS PROVISION.
(c) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid, illegal, or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.
(d) Limitation of Liability. FOR ANY BREACH OF ANY PROVISION FOR WHICH AN EXPRESS
REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY . A PARTY’S LIABILITY
HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES A T LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY . SUCH DIRECT ACTUAL
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY , AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NO PARTY SHALL BE REQUIRED TO PAY OR
BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY , CONSEQUENTIAL, OR INDIRECT Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
10 DAMAGES (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE) TO ANY OTHER PARTY;
PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF SECTION 6(e) OF THIS AGREEMENT. IF AND TO THE EXTENT ANY
PAYMENT REQUIRED TO BE MADE PURSUANT TO T HIS AGREEMENT IS DEEMED TO
CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THA T
SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THA T SUCH PAYMENT
IS INTENDED TO BE A REASONABLE APPROXIMA TION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY .
(e) Accuracy of Specified Information. Section 3(d) of this Agreement is hereby amended by adding in the third line thereof, between the word “respect” and the period at the end, the words:
“or, in the case of audited or unaudited financial statements or balance sheets, a fair presentation of the financial condition of the relevant party in accordance with generally accepted accounting principles, consistently applied”.
(f) 2002 Master Agreement Protocol. The parties agree that, with effect from the date of this Agreement, Annex 14 of the 2002 Master Agreement Protocol published by ISDA on July 15, 2003 (the “ Protocol”), are incorporated into and apply to this Agreement. References in the Protocol to any “ISDA 2002 Master Agreement” and/or “2002 Master” shall be deemed to be references to this Agreement. (g) Transfer. The following amendments are made to Section 7 of this Agreement:
(1) in the third line, insert the words “which consent will not be unreasonably withheld, conditioned or delayed,” immediately before the word “except”; and (2) in clause (a), insert the words “or reorganization, incorporation, reincorporation, or reconstitution into or as,” immediately before the word “another.” (h) No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachmen t of assets, or (e) execution or enforcement of any judgment.
(i) Governmental Entity or Public Power System Security . With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Agreement is in effect and, notwithstanding anything to the contrary in Section 6, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have a llocated to the Spec ial Fund or its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder throughout the entire Delivery Period. (j) Confidentiality. All information provided by a party to the Agreement, its Credit Support Provider and/or its representatives (the “ Delivering Party ”) in connection with the Transactions, whether written or oral (including without limitation this Agreement, documents delivered pursuant to Part 3 of this Agreement, and any Confirmation entered into hereunder, “ Confidential Information”), to the other party (the “ Receiving Party”) or its Credit Support Provider shall at all times be treated as confidential a nd proprietary to the Delivering Party and shall not be disclosed to any third party (nor shall any public announcement relating to this Agreement be made by either party). For this purpose, Confidential Information does not include information which:
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11 (i) was or becomes generally available to the public other than as due to a breach of this provision; (ii) was or becomes available to the Receiving Party on a non -confidential basis from a source other than the Delivering Party that disclosed such information in a manner that did not violate its obligations to the Delivering Party or its Credit Support Provider in making such disclosure; or (iii) was in the Receiving Party’s possession without any obligation of confidentiality or independently developed prior to its disclosure by the Delivering Party. (iv) is required of Party B, as a governmental entity, information to be maintained as a matter of public record.
Notwithstanding any provision herein to the contrary, the Receiving Party may disclose Confidential Information to any potential or actual assignees, participants and/or other transferees in connection with a transfer permitted under Section 7, provided that such person is subject to the same confidentiality provisions as set forth herein.
Notwithstanding any other provision of this agreement, upon receipt of a public records or information request pursuant to the California Public Records Act, or any similar act, Party B may, at its sole discretion, disclose confidential information, which does not fall within a statutory exemption (e.g., trade secret information) from disclosure
Notwithstanding any provision herein to the contrary, the Receiving Party may disclose Confidential Information to the extent expressly compelled by applicable law or order issued by any administrative, governmental, regulatory, or judicial authority with competent jurisdiction or requested by a regulatory authority having jurisdiction over such Receiving Party. In addition, the Receiving Party may disclose Confidential Information to its affiliate, director, officer, manager, shareholder, co-investor, member, advisor, agent, employee, financial advisor, consultant, attorney, accountant, financing source , a rating agency in connection with such party’s credit rating or other authorized representative that is required to keep the Confidential Information confidential. Additionally, in any statement or testimony pursuant to a subpoena, summons or order by any court, government body, agency or regulatory authority, or otherwise required by law, order, regulation, ruling or in connection with applicable litigatio n, provided that the disclosing party notifies, to the extent permissible, the other party of such requirement prior to disclosure and that the disclosing party requests confidential treatment of such confidential information.
A party may disclose any one or more of the commercial terms of a Transaction (other than the name of the other party unless otherwise agreed to in writing by the parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index Notwithstanding anything to the contrary in this Agreement, Party A and Party B (and each employee, representative, or other agent of Party A or Party B) may each disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U .S. tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such US tax treatment and US tax structure (as those terms are used in Treasury Regulations under Sections 6 011, 6111 and 6112 of the Code), other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. To the extent not inconsistent with the previous sentence, Party A and Party B will each keep confidential (except as required by law) all information unless the other party has consented in writing to the disclosure of such information.
Notwithstanding the foregoing, nothing herein shall prevent either party from using any information received in connection with a Transaction, including confidential information, in purchasing or selling commodities or any derivatives thereof; provided suc h information is not disclosed to any third party other than as expressly permitted hereunder. If the parties have entered into a separate non -disclosure agreement, then such non-disclosure agreement shall govern and control over the terms and provisions of this Agreement as it relates to confidentiality.
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12 (k) Certain Withholding Taxes. “Tax” as used in Part 2(a) ( Payer Representations) of this Schedule and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “ Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.
(l) Procedures for Entering into Transactions. On or promptly following the date on which the parties reach agreement on the terms of a Transaction, as contemplated by the first sente nce of Section 9(e)(ii) of this Agreement, Party A will send to Party B a Confirmation confirming that Transaction. Party B will, within three (3) Local Business Days following receipt thereof, confirm the accuracy of (in the manner required by Section 9(e)(ii)), or request the correction of, such Confirmation, in the latter case, indicating how it believes the terms of such Confirmation should be correctly stated and such other terms which should be added to or deleted from such Confirmation to make it correct.
If Party A fails to send a Confirmation to Party B within two (2) Local Business Days after a Transaction is agreed to, Party B will issue and send such Confirmation to Party A and Party A will promptly thereafter confirm the accuracy of, or request the correction of, such Confirmation. Failure of Party A to respond shall not constitute a default hereunder and shall not affect the validity or enforceability of such Transaction.
The parties agree that with respect to each Transaction hereunder, a legally binding agreement shall exist from the moment that the parties hereto agree on the terms of such Transaction, which the parties anticipate will occur by telephone, email or instant message. Failure by either party to send such a Confirmation or to request the correction of an error in a Confirmation received from the other party shall not constitute a default hereunder and shall not affect the validity or enforceability of such Transaction. Notwithstanding anything in the foregoing to the contrary, if a Confirmation contains provisions purporting to modify the general terms and conditions of this Master Agreement (e.g. Events of Default, representations and warranties, set-off, etc.) in addit ion to provisions setting forth the commercial terms for the Transaction documented by such Confirmation (e.g., the notional volume, Fixed Price, Floating Price, etc.), no such Confirmation shall be deemed to effectively modify such general terms and conditions of this Master Agreement (with respect to the applicable Transaction or otherwise) unless it has been duly executed by both Parties hereto. (m) Termination of the Agreement. Unless an event described in Section 5 has occurred and is continuing or an Early Termination Date has occurred, each of the parties hereto may terminate this Agreement at any time by at least thirty (30) days’ prior written notice to the other party, provided that such termination will not affect any outstanding Transaction and the provisions of this Agreement will continue to apply until all the obligations of the parties under this Agreement have been performed fully. (n) Counterparts. This Agreement: (i) may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument; and (ii) may be executed and exchanged between the parties, by portable document format (“PDF”), facsimile transmission or similar electronic means, which when executed and delivered, shall be effective as delivery of a manually executed original counterpart and for all purposes deemed to be an original. (o) ISDA 2014 Collateral Agreement Negative Interest Protocol. The parties agree that the terms of the 2014 Collateral Agreement Negative Interest Protocol published by ISDA on 12 May 2014 (the “Negative Interest Protocol”) are incorporated into and apply to the Agreement. The parties further agree that this Agreement shall be a Protocol Covered Collateral Agreement (provided it otherwise satisfies the criteria set out in the definition of Protocol Covered Collateral Agreement as set out in the Negative Interest Protocol), this Annex shall be amended as if Party A and Party B had adhered to the Negative Interest Protocol, the Implementation Date shall be the date of the Agreement and the references to “Adhering Party” in the Negative Interest Protocol shall be construed as referring to Party A and Party B.
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13 (p) Additional Definitions. The following terms and their corresponding definitions shall be added to Section 14 of this Agreement in the appropriate alphabetical position:
(iv) “Code” means the Internal Revenue Code of 1986, as amended. (v) “GAAP” means generally accepted accounting principles in the jurisdiction of organization. (vi) “Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof
(q) Dodd-Frank. The parties agree that certain matters relating to CFTC reporting of transactions will be governed by that certain IECA Dodd-Frank Act Representations and Reporting Amending Agreement dated as of the date hereof.
Part 6. Additional Provisions for Commodity Derivative Transactions
(a) The “Market Disruption Events” specified in Section 7.4(d)(i) of the Commodity Definitions shall apply, except as otherwise specifically provided in the Confirmation.
(b) “Additional Market Disruption Events” shall apply if so specified in the ISDA Confirmation.
(c) The following “Disruption Fallbacks” specified in Section 7.5(c) of the Commodity Definitions shall apply, in the following order, except as otherwise specifically provided in the Confirmation:
(1) “Fallback Reference Price”;
(2) “Negotiated Fallback”;
(3) “Postponement”; provided that the “Maximum Days of Disruption” shall be three (3)
(4) “Average Daily Price Disruption”; and
(5) “Calculation Agent Determination”.
Part 7. Physically Settled Power Transactions
ISDA North American Power Annex. The North American Power Annex to the ISDA Master Agreement published by ISDA, as amended, supplemented, replaced or modified from time to time, (the “ Power Annex”) is incorporated by reference in this Agreement and in the relevant Confirmations with respect to “ Transactions,” as defined by the Commodity Definitions, in physically settled power, except as otherwise specifically provided in the relevant Confirmation. The Commodity Definitions are incorporated in this Power Annex for all purposes. All terms used in this Part 6 that are not otherwise defined shall have the meanings given to them in the Power Annex.
(j) Elective Provisions
1. (a)(ii) ✓ Applicability of Part [6] to Outstanding Power Transactions. If not checked, not applicable.
2. (a)(iii) ✓ Applicability of Outstanding Credit Support held by a party in connection with Outstanding Power Transactions. If not checked, not applicable.
3. (c) ✓ Accelerated Payment Damages. If not checked, not applicable.
4. (d)(ii): Timeliness of Payment
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14 __ Option A
✓ Option B
If neither is checked, Option B shall be deemed to apply.
5. (h)(i): Wholesale Power Tariffs
✓ Party A Electric Tariff. FERC Market-Based Rate Tariff Dated: August 24, 2023; Docket Number: ER23-2272-000.
__ Party B Electric Tariff. Tariff/Date/Docket: Not applicable If not checked, not applicable.
6. (h)(ii) ✓ Applicability of Severability provision. If not checked, not applicable.
7. (h)(iii)_✓ Applicability of FERC Standard of Review and Certain Covenants and Waivers. If not checked, not applicable.
(k) Notice Information for Power Transactions:
Name: DRW ENERGY TRADING LLC or
“Party A”
All Notices:
DRW Energy Trading LLC
1500 Post Oak Blvd., Suite 1625
Houston, TX 77056
Attn: Legal
Phone: (713) 814-3027
Facsimile:
Email: [email protected]
Duns: 080120548
Federal Tax ID Number: 93-4589565
Name: City of Roseville or
“Party B”
All Notices:
City of Roseville
116 S. Grant Street
Roseville, CA 95678
Attn: Power Supply and Portfolio Administrator
Phone: (916) 774-5602
Facsimile: (916) 774-5583
Duns: 164824240
Federal Tax ID Number: 94-6000409
Invoices:
Attn: Kristi Flournoy
Phone: (713) 447-3413
Facsimile:
Email: [email protected]
Invoices:
City of Roseville
116 S. Grant Street
Roseville, CA 95678
Attn: Power Accounts Administrator
Phone: (916)746-1135
Facsimile: (916)774-5583
Scheduling:
Non-West Power
Attn: Karl Garvy
Phone: (346) 679-5454
Facsimile:
Email: [email protected]
Scheduling:
Attn: ACES, Power Trading
Phone: (317) 344-7000
Facsimile: (317) 344-7001
:
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15 Day Ahead and Real Time: (832) 533-3880
West Power
Attn: Clint Martin
Phone: (281) 795-9411
Facsimile:
Email: [email protected]
Day Ahead and Real Tine: (832) 533-3810
Payments:
Attn: Kristi Flournoy
Phone: (713) 447-3413
Facsimile:
Email: [email protected]
Payments:
Attn: Power Accounts Administrator
Phone: (916)774-5600
Facsimile: (916)774-5583
Wire Transfer:
BNK: JP Morgan Chase
ABA: 021000021
ACCT: 603148185
Credit: DRW Energy Trading LLC
Wire Transfer:
BNK: U.S. Bank
ABA: 121122676
ACCT: 153499281092
For Account of: City of Roseville
Confirmations:
Attn: Kenia Quinonez
Phone: (872) 280-0530
Facsimile:
Email: [email protected]
Confirmations:
ACES
Attn: Trading Control
Phone: (317) 344-7000
Facsimile: (317) 344-7099
Credit and Collections:
Attn: Ryan Childers
Phone: (713) 814-3043
Facsimile: (713) 814-3029
Email: [email protected]
Credit and Collections:
City of Roseville
116 S. Grant Street
Roseville, CA 95678
Attn: Power Supply and Portfolio Administrator
Phone: (916) 774-5602
Facsimile: (916) 774-5583
With additional Notices of an Event of Default or
Potential Event of Default to:
Attn: General Counsel
Phone: (312) 542-1000
Facsimile:
Email: [email protected]
With additional Notices of an Event of Default
or Potential Event of Default to:
City of Roseville
116 S. Grant Street
Roseville, CA 95678
Attn: Power Supply and Portfolio Administrator
Phone: (916) 774-5602
Facsimile: (916) 774-5583
(l) Other Provisions/Modifications to the Power Annex.
(i) References to Part 6. The Power Annex is amended by replacing all references to “Part 6” or “Part 6 of the Schedule” with references to the “Power Annex” or “Power Annex to the Schedule”, as applicable.
(ii) Events of Default. Clause (i)(ii)(B) of the Power Annex is amended to delete the words “Section 5(a)(ii)(1)” and replace them with the words “Section 5(a)(ii)”.
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16 (iii) Clause (e), second paragraph is amended by adding to the beginning of the sixth sentence the words “EXCEPT AS EXPRESSLY PROVIDED HEREIN,”.
(iv) Clause (h)(iii) is deleted in its entirety and replaced with the following language:
“(iii) FERC Standard of Review.
(A) Absent the agreement of both Parties to the proposed change, the standard of review for changes to any section of the Covered Agreements proposed by a party (to the extent that any waiver as set forth in this Section is unenforceable or ineffective as to such party), a non-party or FERC acting sua sponte, shall be the “just and reasonable” application of the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Pub. Util.
Dist. No. 1 of Snohomish County , 128 S. Ct. 2733 (2008) and further, refined in NRG Power Marketing v. Maine Public Utilities Commission , 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).”
(B) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to s o obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may o ccur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market- based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither party shall seek any such changes except solely under the “ just and reasonable” application of the “ public interest” standard of review and otherwise as set forth in the foregoing section (a). Notwithstanding any of the foregoing in this section, if the FERC determines that a party to this Agreement is entitled to a refund, then nothing in this section shall bar that party from entitlement to such right.”
(v) The definition of “Replacement Price” in clause (i)(iv) is amended by (i) adding the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line and (ii) deleting the phrase “at Buyer's option” from the fifth line and replacing it with the phrase “absent a purchase”. (vi) The definition of “Sales Price” in clause (i)(iv) is amended by (i) deleting the phrase “at the Delivery Point” from the second line, and (ii) deleting the phrase “at Seller’s option” from the fifth line and replacing it with the phrase “absent a sale”.
(vii) The following definition shall be added, as alphabetically appropriate, to Clause (i)(iv) herein:
“Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, reasonable attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.
(viii) Add the following as a new subsection (k):
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17 Each party acknowledges and agrees that, for purposes of this Agreement, the other party is not a “utility” as such term is used in Section 366 of the Bankruptcy Code, and each party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such party is a debtor. In any such proceeding, each party further agrees to waive the right to assert that the other party is a provider of last resort.
(ix) Transmission, Scheduling and Imbalance Charges. Clause (b)(ii) of the ISDA Power Annex is hereby amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then -current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.
(x) Schedule P. The following shall be added at the end of Schedule P:
"If the Parties agree to a service level/product defined by reference to a different agreement, tariff, set of rules or protocols (herein, "agreement ") (e.g., the PJM Operating Agreement, the ERCOT Protocols, CAISO, the MAPP Restated Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product shall be as defined by such other agreement, including if applicable, the regional reliability requirements and guidelines as well as the specific excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement remain applicable; provided, however, that with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive shall be in accordance with Section 21.3 of the WSPP Agreement; provided, further that the “Accelerated Payment of Damages” addressed in this Agreement shall continue to apply.”
"CAISO Energy" means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator ("CAISO") (as amended from time to time, the "Tariff') for which the only excuse for fai lure to deliver or receive is an "Uncontrollable Force" (as defined in the Tariff.
"West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers; provided, however, this clause (ii) shall not be used to allow interruptions for reasons other than reliability of service to native load. Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations pursuant to clause (ii) above, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in the ISDA Power Annex.
"WECC" means the Western Electricity Coordinating Council.
"WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time.
Part 8. ISDA North American Gas Annex.
(a) ISDA North American Gas Annex . The North American Gas Annex to the ISDA Master Agreement published by ISDA, as amended, supplemented, replaced or modified from time to time, (the “Gas Annex”) is incorporated by reference in this Agreement and in the relevant Confirmations with respect to “Transactions,” as defined by the 2005 ISDA Commodity Definitions, in physically settled natural gas, except as otherwise specifically provided in the relevant Confirmation. The Commodity Definitions are incorporated in this Gas Annex for all purposes. All terms used in this Part 7 that are not otherwise defined shall have the meanings given to them in the Gas Annex.
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18 (b) Elective Provisions. The following shall amend and replace clause (l) of the Gas Annex:
1. (a)(ii) – Outstanding Gas Transactions. This Gas Annex shall apply to the following pre-existing Gas Transactions pursuant to clause (a)(ii):
_X_ Option A: All Gas Transactions outstanding between the parties as of the date this Gas Annex becomes effective.
___ Option B: The Gas Transactions listed in Schedule 1 to this Gas Annex.
___ Option C: None of the Gas Transactions between the parties that were executed prior to the date this Gas Annex becomes effective.
If none of the above options is selected, Option A shall apply.
2. (a)(iii) – Outstanding Gas Credit Support:
_X_ Outstanding Gas Credit Support held by a party in connection with Outstanding Gas Transactions shall be deemed to have been delivered under and in connection with this Agreement pursuant to clause (a)(iii).
If not checked, not applicable.
3. (b)(ii) – Performance Obligation (remedy for breach of Firm obligation):
_X_ Option A: Cover Standard
___ Option B: Spot Price Standard
If neither option is selected, Option A shall apply.
4. (e) – Taxes:
_X_ Option A: Buyer Pays At and After Delivery Point
___ Option B: Seller Pays Before and At Deliver Point
If neither option is selected, Option A shall apply.
5. (f)(ii) – Payment Date:
_ X __ Option A: the later of the 25th Day of Month following Month of delivery or 10 Days after receipt of the invoice by Buyer (provided that if the Payment Date is not a Local Business Day, payment is due on the next Local Business Day following that date).
____ Option B: the later of the ___ Day of Month following Month of delivery or 10 Days after receipt of the invoice by Buyer (provided that if the Payment Date is not a Local Business Day, payment is due on the next Local Business Day following that date).
____ Option C: Notwithstanding anything to the contrary in the Schedule, payments with respect to both Gas Transactions and Power Transactions (as defined separately in the Schedule) will be netted and payable on or before the later of the 20th Day of Month following Month of delivery or 10 Days after receipt of the invoice by Buyer (provided that if the Payment Date is not a Local Business Day, payment is due on the next Local Business Day following that date).
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19 ____ Option D: Notwithstanding anything to the contrary in the Schedule, payments with respect to both Gas Transactions and Power Transactions (as defined separately in the Schedule) will be netted and payable on or before the later of the 25th Day of Month following Month of delivery or 10 Days after receipt of the invoice by Buyer (provided that if the Payment Date is not a Local Business Day, payment is due on the next Local Business Day following that date).
If none of the above options is selected, Option A shall apply.
6. (k)(xxii) – Alternative to Spot Price Index. The parties have selected the following alternative index as the Spot Price Index: _______________. If no index is specified, the Spot Price Index specified in clause (k)(xxii) applies.
(c) Notice Information for Gas Transactions:
PARTY A PARTY B
Invoices: Invoices:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
Attn: Kristi Flournoy Attn: City of Roseville, Settlements Phone: 713-447-3413 Phone: 916-774-5658
Email: [email protected] Facsimile: 916-880-5367 Facsimile: Attn: City of Roseville, Settlements
Nominations: Nominations:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
Attn: Karen Glenny Attn: Gas Trading, ACES
Phone: 346-548-6372 Phone: 317-344-7000
Email: [email protected] Facsimile: 317-344-7001 Facsimile: Attn: Gas Trading, ACES
Confirmations: Confirmations:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
Attn: Ashley Higgins Attn: Trading Control, ACES
Phone: 918-439-6973 Phone: 317-344-7000
Email: [email protected] Facsimile: 317-344-7099 Facsimile: Attn: Trading Control, ACES
Option Exercise: Option Exercise:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
As set forth in Part 4 of the Schedule unless otherwise set forth below:
Attn: Attn: Gas Trading, ACES
Phone: Phone: 317-344-7000
Email: Facsimile: 317-344-7001
Facsimile: Attn: Gas Trading, ACES
X Wire Transfer -or - □ ACH (check one box):
X Wire Transfer - or - □ACH (check one box):
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20 Bank: JP Morgan Chase
ABA: 021000021
Account: 603148185
Other Details: DRW Energy Trading LLC
Bank: U.S. Bank
Account of: City of Roseville
ABA: 121122676
Account: 153499281092
Other Details: ______________________
(d) Other Provisions/Modifications to this Agreement. The following provisions shall apply with respect to Gas Transactions under this Agreement:
(i) Performance Obligation. Clause (b) of the Gas Annex is amended by deleting the language in (iii) in its entirety.
(ii) Cover Standard. The definition in clause (k)(vi) of the Gas Annex is amended by deleting the parenthetical “(or an alternate fuel if elected by Buyer and replacement Gas is not available),”.
(iii) Taxes. Clause (e) Option A of the Gas Annex is hereby deleted in its entirety and replaced with the following:
“Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). For sake of clarity, the Contract Price is inclusive of all production, severance, ad valorem or other Taxes levied on or with respect to the Gas; provided, however, if any governmental authority requires Buyer to remit such Taxes to the collecting authority, Buyer may do so and may deduct such Taxes paid , together with reasonable supporting documentation, from payments otherwise due to Seller hereunder. Taxes payable hereunder shall not include: (1) any business activity tax imposed on or measured by net profits, gross or net income, or gross receipts, including without limitation the Texas Franchise Tax based on margin (for the avoidance of doubt, any transaction taxes such as sales, use, or similar taxes that are required to be collected from a purchaser as required by any government agency or in order to comply with federal, state or local tax requirements, and any public utility tax imposed on or measured by receipts from the sale and purchase of Gas between the parties shall be included in the Taxes payable hereunder, except to the extent Buyer has previously documented its exemption from such Taxes under applicable law), (2) any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital taxes or the like, (3) business license or franchise taxes or re gistration fees, and (4) any and all other taxes that are not directly related to the purchase and/or sale of the Gas, as applicable. Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall reimburse the other party for such Taxes within twenty (20) Business Days after receipt of a written request . Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.”
(iv) Force Majeure.
Clause (h)(ii) of the Gas Annex is amended by inserting “, or acts of terror” after the words “insurrections or wars” in subsection (D) thereof. (v) Certain Amendments to this Agreement for Gas Transactions.
Clause (j) is amended by adding the following at the end thereof:
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21 (iv) Section 6(c)(i) . Section 6(c)(i) of this Agreement is hereby amended by adding the following phrase at the end:
“(it being understood, that to the extent in the reasonable opinion of the Non - Defaulting Party or the Non -Affected Party, as the case may be, any of the Terminated Transactions that are Gas Transactions may not be liquidated and terminated under applicable law on the Early Termination Date, then such Terminated Transactions shall be liquidated and terminated as soon as thereafter as is reasonably practicable)”.
(vi) Standard of Review. To the extent, if any, that a Gas Transaction does not qualify as a “first sale” as defined by the Natural Gas Act and §§ 2 and 601 of the Natural Gas Policy Act, each party irrevocably waives its rights, including its rights under §§ 4 -5 of the Natural Gas Act, unilaterally to seek or support a change in the rate(s), charges, classifications, terms or conditions of this Gas Annex, any Gas Transaction hereunder or any other agreements entered into in connection with this Agreement (collectively, the “Covered Agreements”). By this provision, each party expressly waives its right to seek or support: (i) an order from the U.S. Federal Energy Regulatory Commission (“FERC”) finding that the market-based rate(s), charges, classifications, terms or conditions agreed to by the parties under the Covered Agreements are unjust and unreasonable; or (ii) any refund with respect thereto. Each party agrees not to make or support such a filing or request, and that these covenants and waivers shall be binding notwithstanding any regulatory or market changes that may occur hereafter. Absent the agreement of both parties to the proposed change, the standard of review for changes to any section of the Covered Agreements proposed by a party (to the extent that any waiver as set forth in this Section is unenforceable or ineffective as to such party), a non-party or FERC acting sua sponte, shall be the “just and reasonable” application of the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Pub. Util. Dist. No. 1 of Snohomish County, 128 S. Ct. 2733 (2008) and further, refined in NRG Power Marketing v. Maine Public Utilities Commission, 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).”
[Signature page follows]
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22 IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.
DRW ENERGY TRADING LLC CITY OF ROSEVILLE
By: ................................ ................................ ......
By: ................................ ................................ .......
Name: Scott Pleus ................................ ...................... Name: ................................ ................................ .......
Title: Authorized Signatory................................ ....... Title: ................................ ................................ .......
Date: ................................ ................................ ....... Date: ................................ ................................ .......
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65 14-Apr-2026
(Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA®
International Swaps and Derivatives Association, Inc.
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDA MASTER AGREEMENT
dated as of
between
and
(“Party A”) (“Party B”)
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
Accordingly, the parties agree as follows:
Paragraph 1. Interpretation
(a) Definitions and Inconsistency . Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail. (b) Secured Party and Pledgor . All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.
Paragraph 2. Security Interest
Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.
Copyright © 1994 by International Swaps and Derivatives Association, Inc.
April 13, 2026
DRW Energy Trading LLC City of Roseville
2 ISDA® 1994
Paragraph 3. Credit Support Obligations
(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date , if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer as least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:
(i) the Credit Support Amount
exceeds
(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.
(b) Return Amount . Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:
(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party
exceeds
(ii) the Credit Support Amount.
“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however , that the Credit Support Amount will b e deemed to be zero whenever the calculation of Credit Support Amount yields a number less that zero.
Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions
(a) Conditions Precedent. Each Transfer obligation of the Pledgor u nder Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:
(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and
(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or has been designated as the result of an Event of Default or Specified Condition with respect to the other party.
(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of bus iness on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later that the close of business on the second Local Business Day thereafter.
(c) Calculations. All calculations of Value a nd Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later that the Notif ication Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).
3 ISDA® 1994
(d) Substitutions
(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifyi ng the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and
(ii) subject to Paragraph 4(a), the Secured Party w ill Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Cred it Support.
Paragraph 5. Dispute Resolution
If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, th en (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 i n the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day follow ing (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:
(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:
(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;
(B) calculating the Exposure for the Transaction (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than fou r quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and
(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.
(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Val uation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.
Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make t he appropriate Transfer.
4 ISDA® 1994
Paragraph 6. Holding and Using Posted Collateral
(a) Care of Posted Collateral . Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of a ll Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property.
Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.
(b) Eligibility to Hold Posted Collateral; Custodians.
(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding o f Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.
(ii) Failure to Satisfy Conditions . If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that sat isfies those conditions or to the Secured Party if it satisfies those conditions.
(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.
(c) Use of Posted Collateral . Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:
(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or ri ght of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and
(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.
For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions mad e thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.
(d) Distributions and Interest Amount.
(i) Distributions. Subject to Paragraph 4(a), if the Secured Party recei ves or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be creat ed or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).
5 ISDA® 1994
(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times spec ified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). T he Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.
Paragraph 7. Events of Default
For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:
(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, a s applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;
(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or
(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.
Paragraph 8. Certain Rights and Remedies
(a) Secured Party’s Rights and Remedies . If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Ple dgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;
(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;
(iii) the right to Set -off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and
(iv) the right to liquidate any Posted Collateral held by the Secured Party throug h one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.
Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.
6 ISDA® 1994
(b) Pledgor’s Rights and Remedies . If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):
(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;
(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;
(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and
(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:
(A) Set -off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and
(B) to the extent that the Pledgor does not Set -off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.
(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set -off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with re spect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set -off and/or application under Paragraphs 8(a) and 8(b).
(d) Final Returns . When no amounts are or thereafter may become paya ble by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.
Paragraph 9. Representations
Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:
(i) it has the power to grant a security interest in and lien on any El igible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;
(ii) it is the sole owner of or otherwise has the right to Transfer all eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;
(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third -party financial intermediary or other entity not within the control of the Ple dgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and
7 ISDA® 1994
(iv) the performance by it of its obligations under this Annex will not result in t he creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.
Paragraph 10. Expenses
(a) General. Except as otherwise provided in paragraphs 10(b) and 10(c) , each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.
(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Su pport is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).
(c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.
Paragraph 11. Miscellaneous
(a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.
(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reas onably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Am ount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.
(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien tha t involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).
(d) Good Faith and Commercially Reasonable Manner . Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.
(e) Demands and Notices . All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.
(f) Specifications o f Certain Matters . Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.
8 ISDA® 1994
Paragraph 12. Definitions
As used in this Annex: -
“Cash” means the lawful currency of the United States of America.
“Credit Support Amount” has the meaning specified in Paragraph 3.
“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.
“Delivery Amount” has the meaning specified in Paragraph 3(a).
“Disputing Party” has the meaning specified in Paragraph 5.
“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect th ereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.
“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.
“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.
“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be paya ble to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid -market of the amounts that would be paid for Replacement Transactions ( as that term is defined in the definition of “Market Quotation”).
“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.
“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for eac h such day as follows:
(x) the amount of that Cash on that day; multiplied by
(y) the Interest Rate in effect for that day; divided by
(z) 360.
“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Tran sferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.
“Interest Rate” means the rate specified in Paragraph 13.
“Local Business Day” , unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a p ayment in clause (b) thereof will be deemed to include a Transfer under this Annex.
9 ISDA® 1994
“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.
“Notification Time” has the meaning specified in Paragraph 13.
“Obligations” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.
“Other Eligible Supp ort” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.
“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.
“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).
“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secur ed Party under Paragraph 8.
Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.
“Posted Credit Support” means Posted Collateral and Other Posted Support.
“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.
“Resolution Time” has the meaning specified in Paragraph 13.
“Return Amount” has the meaning specified in Paragraph 3(b).
“Secured Party” means either party, when that party (i) makes a demand for or is entitled to re ceive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.
“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph 13.
“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).
“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
“Threshold” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.
“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:
(i) in the case of Cash, payment or delivery by wir e transfer into one or more bank accounts specified by the recipient;
(ii) in the case of certificated securities that cannot be paid or delivered by book -entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;
10 ISDA® 1994
(iii) in the case of securities that can be paid or delivered by book -entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and
(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.
“Valuation Agent” has the meaning specified in Paragraph 13.
“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.
“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph
13. “Valuation Time” has the meaning specified in Paragraph 13.
“Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:
(i) Eligible Collateral or Posted Collateral that is:
(A) Cash, the amount thereof; and
(B) a security, the bid price obtained by the Valuation Agent mul tiplied by the applicable Valuation Percentage, if any;
(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and
(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.
1 Rev. 09/23
ISDA®
International Swaps and Derivatives Association, Inc.
CREDIT SUPPORT ANNEX
to the Schedule to the
2002 ISDA Master Agreement
dated as of April 13, 2026
between
DRW Energy Trading LLC,
a limited liability company organized under the laws
of the State of Delaware
(“Party A”)
and
City of Roseville,
a municipal corporation created under the laws of
the State of California
(“Party B”)
Paragraph 13. Elections and Variables
(a) Security Interest for Obligations. The term “ Obligations” as used in this Annex includes the following additional obligations:
With respect to Party A: Not Applicable
With respect to Party B: Not Applicable
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount. (A) “Delivery Amount” has the meaning set forth in Paragraph 3(a). (B) “Return Amount” has the meaning set forth in Paragraph 3(b). (C) “Credit Support Amount” has the meaning set forth in Paragraph 3(b). (ii) Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:
Party A Party B Valuation Percentage
(A) Cash X X 100%
(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support”:
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
2 Rev. 09/23
Party A Party B Valuation Percentage
Letter of Credit X X The Valuation Percentage
shall be 100% with respect to
a Letter of Credit unless (i) a
Letter of Credit Default shall
apply with respect to such
Letter of Credit, or (ii) ten
(10) or fewer Local Business
Days remain prior to the
expiration of such Letter of
Credit, in either of which case,
the Valuation Percentage shall
be zero (0).
(iv) Thresholds.
(A) “Independent Amount” means:
(1) with respect to Party A: not applicable; and,
(2) with respect to Party B: not applicable.
(B) “Threshold” means: with respect to Party A, the amount determined from the following table on the basis of the lowest of the Credit Ratings assigned to Party A ; provided, however, that the Threshold for Party A shall be zero if (i) Party A does not have a Credit Rating from any rating agency specified below, or (ii) an Event of Default, Potential Event of Default or Specified Condition with respect to Party A (or its Credit Support Provider, if any) has occurred and is continuing;
Credit Rating Threshold
S&P Moody’s
A- and above A3 and above $20,000,000
BBB+ Baa1 $15,000,000
BBB Baa2 $10,000,000
BBB- Baa3 $5,000,000
Below BBB- Below Baa3 $0
“Threshold” means with respect to Party B , the amount determined from the following table on the basis of the lowest of the Credit Ratings assigned to Party B provided, however, that the Threshold for Party B shall be zero if (i) Party B does not have a Credit Rating from any rating agency specified below, or (ii) an Event of Default , Potential Event of Default or Specified Condition with respect to Party B (or its Credit Support Provider, if any) has occurred and is continuing:
Credit Rating Threshold
S&P Moody’s
A- and above A3 and above $20,000,000
BBB+ Baa1 $15,000,000
BBB Baa2 $10,000,000
BBB- Baa3 $5,000,000
Below BBB- Below Baa3 $0
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
3 Rev. 09/23
provided, however, that, if an Event of Default , Potential Event of Default or Specified Condition with respect to a party has occurred and is continuing, the Threshold with respect to such party shall be zero for so long as the Event of Default or Specified Condition is continuing.
(C) “Minimum Transfer Amount” means:
(1) with respect to Party A: US$10,000
(2) with respect to Party B: US$10,000;
provided, however, that, if an Event of Default, Potential Event of Default or Specified Condition (where all Transactions are affected Transactions) with respect to a party has occurred and is continuing, the Minimum Transfer Amount with respect to such party shall be zero.
(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down, respectively, to the nearest integral multiple of US$100,000; provided that, if an Event of Default, Potential Event of Default or Specified Condition with respect to a party has occurred and is continuing, the Rounding with respect to such party shall be zero for so long as the Event of Default or Specified Condition is continuing. (c) V aluation and Timing.
(i) “V aluation Agent” means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and for the purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable; provided, however, that in all cases, if an Event of Default has occurred and is continuing with respect to the party designated as the Valuation Agent, then, in such case, and for so long as the Event of Default continues, the other party will be the V aluation Agent.
(ii) “V aluation Date” means: at the request of either party, any Local Business Day, which, if treated as a Valuation Date, would result in a Delivery Amount or Return Amount. (iii) “V aluation Time” means the close of business on the Local Business Day before the V aluation Date or date of calculation, as applicable, or any time on the Valuation Date or date of calculation , provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.
(iv) “Notification Time” means:
(a) With respect to the Valuation Agent’s calculations, the Notification Time will be 10:00 a.m., New York time, on a Local Business Day;
(b) With respect to the demands for the transfer of Eligible Credit Support or Equivalent Credit Support, the Notification Time will be 2:00 p.m. New York time, on a Local Business Day. (d) Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination Event(s) will be a “ Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):
Party A Party B
(i) Force Majeure Event [ ] [ ]
(ii) Illegality [X] [X]
(iii) Tax Event [ ] [ ]
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
4 Rev. 09/23
Party A Party B
(iv) Tax Event Upon Merger [ ] [ ]
(v) Credit Event Upon Merger
(vi) Additional Termination Event(s)
[X]
[ ]
[X]
[ ]
(e) Substitution.
(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii). (ii) Prior Consent . The Pledgor shall provide prior written notice to the Secured Party for any substitution pursuant to Paragraph 4(d).
(f) Dispute Resolution.
(i) “Resolution Time” means 5:00 p.m., New York time, on the second Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5. (ii) V alue. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support or of any Transfer of Eligible Credit Support or Posted Credit Support, as the case may be, will be calculated by the Valuation Agent as follows:
(a) with respect to cash, the face amount thereof multiplied by the applicable Valuation Percentage, if any; and
(b) with respect to a Letter of Credit, the amount under the Letter of Credit then available to be drawn by the Secured Party under the Letter of Credit multiplied by the applicable Valuation Percentage, if any.
(iii) Alternative. The provisions of Paragraph 5 will apply. (g) Holding and Using Posted Credit Support.
(i) Eligibility to Hold Posted Credit Support; Custodians. (A) Party A will be entitled to hold Posted Credit Support itself or through a Custodian pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:
(1) Party A is not a Defaulting Party
(2) The Custodian is a Qualified Institution; and
(3) Posted Credit Support may only be held in the United States of America.
Initially, the “Custodian” for Party A shall be: Not applicable. (B) Party B will be entitled to hold Posted Credit Support itself or through a Custodian pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:
(1) Party B is not a Defaulting Party;
(2) The Custodian is a Qualified Institution; and
(3) Posted Credit Support may only be held in the United States of America.
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
5 Rev. 09/23
Initially, the “Custodian” for Party B shall be: Not applicable. (ii) Use of Posted Collateral . Except as otherwise provided in Paragraph 13(g), t he provisions of Paragraph 6(c) will apply to Party A and Party B.
(h) Distributions and Interest Amount.
(i) Interest Rate. The “Interest Rate” with respect to Eligible Collateral in the form of Cash, for any day, will be the rate opposite the caption “Federal Funds (Effective)” for such day as published in Federal Reserve Publication H.15 (519) or any successor publication as published by the Board of Governors of the Federal Reserve System and is not subject to compounding. Such interest shall be calculated commencing on the date such Collateral is received by the Secured Party but excluding the earlier of (i) the date such Collateral is returned to Pledgor pursuant to Paragraph 4, or (ii) the date such Collateral is applied to Pledgor’s Obligations pursuant to Paragraph 8. (ii) Transfer of Interest Amount . The Transfer of the Interest Amount shall be made as soon as practicable but no later than the fifth Local Business Day after the end of the relevant Interest Period. (iii) Definition of Interest Period. The definition of “Interest Period” in Paragraph 12 shall be deleted and replaced with the following:
““Interest Period” means the period from the first day of a calendar month to the last day of such calendar month, each inclusive.”
(iv) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply. (i) Additional Representations. None.
(j) Other Eligible Support and Other Posted Support.
(i) “V alue” with respect to Other Eligible Support and to Other Posted Support means: with respect to any Letter of Credit as of any V aluation Date, the amount then available to be drawn upon by the Secured Party under the Letter of Credit multiplied by the applicable Valuation Percentage. (ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means:
(1) For purposes of Paragraph 3(a), delivery of the Letter of Credit by the Pledgor or issuer of the Letter of Credit to the Secured Party at the address of the Secured Party specified in the Notices Section of this Agreement, or delivery of an executed amendment to such Letter of Credit (extending the term or increasing the amount available to the Secured Party thereunder) by the Pledgor or the issuer of the Letter of Credit to the Secured Party at the address of the Secured Party specified in the Notices Section of this Agreement; and
(2) For purposes of Paragraph 3(b), by the return of an outstanding Letter of Credit by the Secured Party to the Pledgor or Issuer of the Letter of Credit, at the address of the Pledgor specified in the Notices Section of this Agreement, or delivery of an executed amendment to the Letter of Credit in form and substance satisfactory to the Secured Party (reducing the amount available to the Secured Party thereunder) by the Pledgor or the issuer of the Letter of Credit to the Secured Party at the Secured Party's address specified in the Notices Section of this Agreement. If a Transfer is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party, the Secured Party shall not unreasonabl y withhold its consent to a commensurate reduction in the amount of such Letter of Credit and shall take such action as is reasonably necessary to effectuate such reduction.
(k) Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to Section 12 (Notices) of the Agreement; provided that:
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
6 Rev. 09/23
(i) The address for Party A for such purposes shall be:
DRW Energy Trading LLC
1500 Post Oak Blvd., Suite 1625
Houston, Texas 77056
Attn: Credit
Tel: 713-814-3043
Fax: 713-814-3029
Email: [email protected]
(ii) The address for Party B for such purposes shall be:
City of Roseville
Address: 116 S. Grant Street
Roseville, CA 95678
Attention: Power Supply and Portfolio Administrator
Facsimile No.: 916-774-5583
Telephone No.: 916-774-5602
Email: [email protected]
(l) Address for Transfers.
All transfers under this Annex will be made pursuant to the Account Section of this Agreement, unless otherwise specified here:
Party A:
Bank: JP Morgan Chase
ABA: 021000021
Account: 603148185
Other Details: DRW
Energy Trading LLC
Party B:
Bank: U.S. Bank
ABA: 121122676
Account: 153499281092
Other Details: City of
Roseville
(m) Other Provisions.
(i) Paragraph 7(i) is hereby amended by deleting the phrase, "Eligible Collateral" and replacing it with the phrase "Eligible Credit Support.
(ii) This Credit Support Annex is a Security Agreement under the provisions of the Uniform Commercial Code of the Governing Law specified in the Schedule to the ISDA Master Agreement between the parties.
(iii) Additional Definitions. As used in this Annex:
“Credit Rating” shall mean with respect to an entity on any date of determination, (x) with respect to Party A, the lower of its senior long -term unsecured debt rating (not supported by third party Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
7 Rev. 09/23
credit enhancement) or its issuer rating by the specified entity (y) with respect to Party B, the lower of its utility revenue bonds rating (not supported by third party enhancement) or its issuer rating by the specified entity, and (z) with respect to a financial institution, its long -term senior unsecured debt rating or its deposit rating by Moody’s, S&P, or the specified rating agency. “Issuer” shall mean a Qualified Institution issuing a Letter of Credit. “Letter of Credit” shall mean an irrevocable standby Letter of Credit, provided by an Issuer, in a form that is acceptable to the party in whose favor the Letter of Credit is issued. “Letter of Credit Default” shall mean with respect to an outstanding Letter of Credit, the occurrence of any of the following events: (i) the Issuer of such Letter of Credit shall fail to be a Qualified Institution, (ii) the Issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period; (iii) the Issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (iv) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time to cover the Credit Support Amount required by the Transferee; or (v) any event analogous to an event specified in Section 5(a)(vii) of this Agreement shall occur with respect to the Issuer of such Letter of Credit provided, however, that no Letter of Credit default shall occur in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be cancelled or returned to the Pledgor in accordance with the terms of this Annex.
“Moody’s” shall mean Moody’s Investors Service, Inc. or its successor. “Qualified Institution” shall mean a major U.S. commercial bank or a U.S. branch office of a foreign bank that (i) has a Credit Rating of “A -” or better by S&P and “A3” or better by Moody’s and (ii) has total assets of at least $10,000,000,000; provided, however, that upon the occurrence of a Letter of Credit Default under clause (i), (ii), (iii), or (v) of the definition thereof, the Issuer of the Letter of Credit shall cease to be a Qualified Institution hereunder. “S&P” shall mean S&P Global Ratings or its successor.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Annex on the respective dates specified below, with effect from the date specified on the first page.
DRW ENERGY TRADING LLC CITY OF ROSEVILLE
By: ................................ ................................ ......
By: ................................ ................................ .......
Name: Scott Pleus ................................ ...................... Name: ................................ ................................ .......
Title: Authorized Signatory................................ ....... Title: ................................ ................................ .......
Date: ................................ ................................ ....... Date: ................................ ................................ .......
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65 14-Apr-2026
©2025 by the International Energy Credit Association
ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS. AUTOMATIC LICENSE –
PERMISSION OF THE COPYRIGHT OWNER IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A
COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK, AS WELL AS THE RIGHT TO USE ALL OR ANY PORTION IN AGREEMENTS OR THEIR NEGOTIATION. NO AUTHORIZED COPY MAY BE SOLD. WHEN USED AS A REFERENCE, ATTRIBUTION TO THE COPYRIGHT OWNER IS REQUESTED. By making this available, the IECA does not offer legal advice, and all users are urged to consult with their own legal counsel to ensure that their commercial objectives will be achieved and legal interests protected. This document may be periodically reviewed and revised after publication in response to market developments and comments re ceived. The foregoing should not be construed as a warranty or assurance that further revisions will be forthcoming, or of the timeliness or comprehensiveness of such revisions. No claim is made to material copyrighted by others.
1 Version 2.0
DODD-FRANK ACT REPRESENTATIONS AND REPORTING AMENDING AGREEMENT
This Dodd-Frank Act Representations and Reporting Amending Agreement (this “Agreement”) is made as of April 13, 2026, by and between DRW Energy Trading LLC (“Party A”) and City of Roseville, CA (“Party B ”) with respect to Swap Transactions (as defined below) entered into under any oral or written agreement between the parties that governs the terms and conditions of one or more Swap Transactions that each such party has or may enter into as principal (each a “Covered Agreement” and collectively with every additional contract or agreement the parties may from time to time hereinafter agree in writing to make subject hereto, the “ Covered Agreements ”), and amends each Covered Agreement to the extent provided herein.
WHEREAS, CFTC Regulation 45.8(d)(2) provides in pertinent part that “the counterparties shall agree as one term of their swap which counterparty shall be the reporting counterparty;” In consideration of the mutual covenants set forth herein, the parties hereto agree as follows:
Article 1:
Amendment of each Covered Agreement
1.1 The parties hereby amend each Covered Agreement as set forth herein. In the event of any inconsistency between the provisions of this Agreement and a Covered Agreement, this Agreement shall prevail for the purpose of the relevant Swap Transaction. In the event of any inconsistency between the provisions of any confirmation entered into after the date hereof and this Agreement, such confirmation shall prevail for the purpose of the relevant Swap Transaction.
Article 2:
Definitions; Rules of Construction
2.1 Capitalized terms used in this Agreement and not otherwise defined herein are defined below. “CFTC” means the U.S. Commodity Futures Trading Commission. “CFTC Regulations” means the rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations published or issued by the CFTC, in each applicable case as amended, and when used herein may also include specific citations to Titles, Parts or Sections of Title 17 Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
2 Version 2.0
of the Code of Federal Regulations without otherwise limiting the applicability of other rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations. “Commodity Exchange Act” means the U.S. Commodity Exchange Act, as amended, 7 USC Section 1, et seq.
“Commodity Option” means a “commodity option” within the meaning of CFTC Regulations. “Eligible Contract Participant” is defined in Section 1a(18) in the Commodity Exchange Act. “Notice Procedures” means (i) the procedure specified in a Covered Agreement regarding delivery of notices or information to a party; and (ii) such other means for the delivery of notices or information to a party as may be agreed in writing between the parties from time to time.
“Reportable Event” means any event that results in a Swap under a Covered Agreement or in a change to the required swap creation data of such a Swap, including execution, termination, assignment, novation, exchange, transfer, amendment, conveyance, or extinguishing of rights or obligations of a Swap. “Reporting Counterparty” means the party designated as such in Exhibit A, or as otherwise agreed to by the parties in a Swap Transaction.
“SDR” means a registered “swap data repository” as defined in Section 1a(48) of the Commodity Exchange Act and CFTC Regulations.
“Swap” means a “swap” as defined in the Section 1a(47) of the Commodity Exchange Act and CFTC Regulations.
“Swap Transaction” means a transaction between the parties under a Covered Agreement involving a Swap.
“Trade Option” means a Commodity Option between the parties under a Covered Agreement that meets the conditions contained in CFTC Regulation 32.3(a).
2.2 As used in this Agreement, (i) “or” is not necessarily exclusive; (ii) “hereof,” “herein,” “hereunder,” and similar words refer to this Agreement in its entirety; (iii) “Articles”, “Sections” and “Exhibits” refer to Articles, Sections and Exhibits hereof unless otherwise stated or indicated; (iv) “including” is not limiting and means “including without limitation”; (v) all references to a particular entity include a reference to such entity’s successors and (if applicable) permitted assigns ; and (vi) all re ferences to a Covered Agreement or any other agreement include such Covered Agreement or other agreement as amended.
Article 3:
Representations
3.1 Each party represents to the other as of the date hereof that:
(a) it is duly organized or incorporated and in good standing under the laws of the jurisdiction of its organization or incorporation;
(b) it has all requisite power and authority and, if applicable, third party and regulator consents, necessary to execute and perform this Agreement; and
(c) the information concerning it set forth on Exhibit A is true, correct and complete.
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3.2 Without limiting the representations of the parties to each other under the applicable Covered Agreement, but amending such representations to the extent inconsistent herewith, each party represents to the other as of the date hereof, and as of the time of each Reportable Event, unless otherwise stated on Exhibit A or in a subsequent notice delivered to the other party, that it is, and any guarantor, credit support provider or pledgor of assets in support of its obligations are each, an Eligible Contract Participant.
3.3 No event of default, termination event, grounds to vitiate, rescind, cancel or otherwise terminate a Swap, or other similar event shall be deemed to occur under a Covered Agreement or any other contract between the parties solely on the basis of a breach of any covenant or agreement set forth solely in Section
3.4 or Article 4 of this Agreement; provided, however, that nothing in this Section 3.3 shall prejudice any other right or remedy of a party at law or under such Covered Agreement or any other contract in respect of any misrepresentation or breach hereunder or thereunder. This Section 3 .3 shall not limit or alter a party’s termination rights or remedies, if any, applicable to a breach of any representation, warranty, covenant, or agreement that is not set forth solely in Section 3.4 or Article 4. Any provisions in a Covered Agreement that limit the liability of one party to the other party are not amended or affected by this Agreement.
3.4 Each party will promptly notify the other party, before any Reportable Event in accordance with the Notice Procedures, if any representation made by such party in Exhibit A or this Agreement becomes incorrect or misleading in any material respect, and will update such representation in accordance with the Notice Procedures.
Article 4:
Reporting
4.1 The parties hereby agree as one term of each Swap Transaction that the Reporting Counterparty designated in Exhibit A for such Swap Transaction shall be the reporting counterparty. For each Reportable Event, the Reporting Counterparty designated in Exhibit A will report to an SDR everything that is required to be reported by the “reporting counterparty” under CFTC Regulations 43.3(a) and 45.8, and to the extent CFTC Regulations provide that the party other than the Reporting Counterparty is to be the “reporting counterparty”, the Reporting Counterparty is appointed as its “third-party service provider” under CFTC Regulations 43.3(a)(7), 45.5(g), 45.9, 45.13(b)(1), and 45.14(b)(2).
4.2 [Reserved]
4.3 The Reporting Counterparty will provide to an SDR, everything that is required to be provided under CFTC Regulation 50.50(b) regarding the election (if any) of the exception to the clearing requirement under Section 2(h)(7)(A) of the Commodity Exchange Act. If a party elects the exception to the clearing requirement under Section 2(h)(7)(A) of the Commodity Exchange Act, (i) it represents as of the date of each Swap Transaction for which such election is made that it has provided the annual filing described in CFTC Regulation 50.50(b)(2) less than one year before the date of such Swap Transaction and the information therein remains true, correct and complete; or (ii) if it has not provided the annual filing described in CFTC Regulation 50.50(b)(2) less than one year before the date of such Swap Transaction, it will provide the Reporting Counterparty with the information set forth in CFTC Regulation
50.50(b)(1)(iii) and represents as of the date of such Swap Transaction that the information is true, correct Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
4 Version 2.0
and complete 1. Upon request, a party electing the end -user exception for any Swap Transaction will provide the other party with a copy of its current annual filing described in CFTC Regulation 50.50(b)(2).
4.4 Each party will provide to the other party any information reasonably requested by such other party to enable such other party to comply with CFTC Regulations in connection with any Swap Transaction.
4.5 The party that is not the Reporting Counterparty with respect to a Swap Transaction will promptly notify the Reporting Counterparty of the occurrence of a “life cycle event” (as defined in CFTC Regulation
45.1) in respect of such Swap Transaction, that is related to a corporate event (the meaning of “corporate event” as used in CFTC Regulation 45.4(c) to be reasonably determined by such party that is not the Reporting Counterparty unless and until the CFTC issues a specific definition of such term) in r espect of the non-Reporting Counterparty, no later than noon Central U.S. Time on the applicable “business day” (as that term is defined in CFTC Regulation 45.1) with sufficient detail regarding such life cycle event to allow the Reporting Counterparty to comply with CFTC Regulation 45.4 (c), provided, however that nothing herein requires a party to provide material non -public information respecting its securities to the Reporting Counterparty.2
4.6 [Reserved]
4.7 Notwithstanding any restrictions on disclosure to the contrary in any Covered Agreement or in any non-disclosure, confidentiality or similar agreement between the parties, each party consents to the disclosure of information only to the extent required by CFTC Regulations and only to the persons or entities contemplated by those CFTC Regulations.
Article 5:
Trade Options
5.1 As of the time of each offer to enter into a Swap Transaction that is or may be a Commodity Option, and each Reportable Event in respect of such Swap Transaction, each party represents to the other, for each Commodity Option that by its terms can be exercised for physical settlement , that it ( i) is a producer, processor, or commercial user of, or a merchant handling the commodity that is the subject of the Commodity Option or the products or by-products thereof; (ii) is entering into the Commodity Option solely for purposes related to its business as such ; and 3 (iii) intends to physically settle the Commodity Option, so that if exercised, the Commodity Option will result in the sale of an “exempt commodity” (as defined in Section 1a(20) of the Commodity Exchange Act ) or an “agricultural commodity” (as defined in CFTC Regulation 1.3) for immediate or deferred shipment or delivery.
1 Parties that are not requiring their non-Reporting Counterparty to make the annual filing will need to obtain the information in this clause.
The parties may also prefer to address this matter on a confirmation-by-confirmation basis. Parties may also wish to require representations concerning whether a Swap Transaction is entered into in accordance with the end-user exception to mandatory clearing, including whether the transaction hedges or mitigates commercial risk, on a confirmation-by-confirmation basis. 2 See footnote 39 to Part 45 Reporting Final Rule, 77 Federal Register 2154 (January 13, 2012). 3 CFTC Regulation 32.3(a)(2) only requires the representations in Section 5.1(i) and (ii) hereof be made by the offeree of the option, since the offeror of the option may instead rely on the Eligible Contract Participant representation made in Section 3.2 hereof (see CFTC Regulation
32.3(a)(1)(i)). If the offeror of the option , as an ECP, is unable to make the representations in Section 5.1(1)(i) and (ii) for a particular transaction, the parties may limit such representations so that they are being made solely by the offeree of the option.
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Article 6:
Miscellaneous
6.1 This Agreement (i) is governed by the law specified to govern the applicable Covered Agreement for the applicable Swap Transaction; (ii) may be executed and delivered in counterparts (including by facsimile transmission or PDF files) , all of which taken together shall constitute one and the same instrument; and (iii) does not create a partnership or joint venture between the parties.
6.2 Each party, upon the reasonable request of the other, will perform such further acts and execute such further documents as may be necessary to carry out the essential intent and purpose hereof.
6.3 Any part hereof that is or becomes invalid, illegal, or unenforceable may be severed from the remainder hereof, and to the extent possible, the parties will use reasonable efforts to replace any such part with provisions that preserve their original intent.
6.4 This Agreement does not create any third-party beneficiaries that are in addition to those provided under a Covered Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
PARTY A PARTY B
By: _____________________ By: __________________
Name: Scott Pleus Name:
Title: Authorized Signatory Title:
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EXHIBIT A
Party A: DRW Energy Trading LLC Party B: City of Roseville, CA Legal Entity Identifier:
5493000I08GYHECF7Z04
Legal Entity Identifier:
549300OH100KESVPND17
Principal Address:
1500 Post Oak Blvd., Suite 1625,
Houston, Texas 77056
Phone: 713-814-3027
Fax: 713-814-3029
Email: [email protected]
Principal Address: 116 S. Grant Street
Roseville, CA 95678
Phone: (916) 774-5510
Fax:
Email: [email protected]
Guarantor, if applicable: Guarantor, if applicable: N/A Address:
Phone:
Fax:
Email:
Address: N/A
Phone: N/A
Fax: N/A
Email: N/A
Reporting Counterparty: (select only one)
☒ Party A ☐ Party B ☐ Other [specify]
Swap Data Repository(ies) selected by the Reporting Counterparty(ies):
SDR if Party A is a/the Reporting Counterparty: CME
SDR if Party B is a/the Reporting Counterparty:
Swap Dealer within the meaning of Section 1a(49) of the Commodity Exchange Act and CFTC Regulations:
Party A:
☐ Yes
☒ No
Party B:
☐ Yes
☒ No
Major Swap Participant within the meaning of Section 1a(33) of the Commodity Exchange Act and CFTC Regulations:
Party A:
☐ Yes
☒ No
Party B:
☐ Yes
☒ No
Eligible Contract Participant:
Party A:
☒ Yes
☐ No
Party B:
☒ Yes
☐ No
U.S. person within the meaning of CFTC Regulations:
Party A:
☒ Yes
☐ No
Party B:
☒ Yes
☐ No
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Financial Entity within the meaning of CFTC Regulations:
Party A:
☐ Yes
☒ No
Party B:
☐ Yes
☒ No
Financial End User within the meaning of CFTC Regulations:
Party A:
☐ Yes
☒ No
☐ N/A4
Party B:
☐ Yes
☒ No
☐ N/A4
Special Entity within the meaning of CFTC Regulations:
Party A:
☐ Yes
☒ No
Party B:
☒ Yes
☐ No
If Yes for Special Entity, Utility Special Entity entering into swaps that are solely Utility Operations-Related Swaps within the meaning of CFTC Regulations5:
Party A:
☐ Yes
☒ No
Party B:
☒ Yes
☐ No
4 Pursuant to 17 CFR 23.150 (b)(1), the margin requirements for uncleared swaps do not apply to a swap if the counterparty “[q]ualifies for an exception from clearing under section 2(h)(7)(A) of the [Commodity Exchange Act (“CEA”)] and implementing regulations” or “satisfies the criteria in section 2(h)(7)(D) of the CEA and implementing regulations”. By checking “N/A” such party represents that for each Swap Transaction it qualifies for an exception from clearing under section 2(h)(7)(A) or satisfies the criteria in section 2(h)(7)(D) of the CEA.. 5 See Section 4(i)(B) of 17 C.F.R. 1.3 definition of “swap dealer”; CFTC, Final Rule, Exclusion of Utility Operations-Related Swaps with Utility Special Entities from De Minimis Threshold for Swaps with Special Entities, 79 Fed. Reg. 57767 (Sept. 26, 2014).
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Phone (916) 774-5263 • Fax (916) 786-9175 • TDD (916) 774-5220 • [email protected] • www.roseville.ca.us
Certificate of Incumbency
I, Carmen Avalos, the duly appointed and acting City Clerk of the City of Roseville, California (the “City”), hereby certify as follows:
1. The City is in the process of reviewing and executing certain documents related to potential future transactions with DRW Energy Trading LLC, including but not limited to the 2002 ISDA Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, and the IECA Dodd-Frank Act Representations and Reporting Amending Agreement (collectively, the “ISDA Documents”).
2. The individuals listed below are the duly authorized representatives of the City who are permitted to execute, deliver, and perform the ISDA Documents and any related agreements, certificates, or instruments on behalf of the City. Each such individual holds the office set forth below and is duly authorized under applicable laws, City policies, and governing resolutions to bind the City with respect to such matters.
Authorized City Representatives
Name of Authorized Individual Title/Position
Dominick Casey City Manager
Michelle Sheidenberger City Attorney
Dan Beans CEO – Roseville Electric
3. The authority of the above-named individuals remains in full force and effect as of the date of this Certificate and has not been revoked, modified, or otherwise limited.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Roseville on this ___ day of __________________, 2026.
__________________________
Carmen Avalos
City Clerk – City of Roseville, California
City Clerk
311 Vernon Street
Roseville, California 95678
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.20
File #: 0800-03
Item ID: 2026-374
Title: Renewable Energy Transaction Confirmation Amendment Contact: Petra Wallace 916-774-5510 [email protected]
SUMMARY
Staff recommends approval of the first amendment to the Renewable Energy Transaction Confirmation with Desert Breeze Solar, LLC. The transaction helps Roseville Electric Utility meet the State of California's Renewable Portfolio Standards regulations and this amendment moves the delivery start date a year earlier to June 2026 to support current compliance period requirements (Compliance Period 5, 2025-2027). This amendment increases the cost of the contract by approximately $1.9 million, for a total amended contract value of approximately $24.2 million over the 16-year term. Funding is included in the Electric Department's FY2025-26 budget in the Electric Fund. Future funding is contingent upon the City Council's approval of the respective year's budget.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the First Amendment of Transaction Confirmation between Desert Breeze Solar, LLC and the City of Roseville.
BACKGROUND
The State of California's Renewable Energy Portfolio Standard (RPS) legislation requires electric utilities to increase the amount of energy they receive from renewable sources to 60% by 2030. It further mandates 65% of RPS procurement to be derived from long-term contracts of 10 or more years.
This First Amendment with Desert Breeze Solar, LLC amends an existing power purchase agreement (PPA) to procure Category 1 Renewable Energy Certificates (RECs) that Roseville executed in October 2025, originally scheduled to commence delivery in June 2027. This amendment moves the delivery start date a year earlier to June 2026, and provides up to 64,000 Category1 RECs at a fixed price of $29.00 per Category 1 REC for the first contract year; otherwise, the terms for the remaining previously-executed 15- year contract remain the same. Payment is due only after the RECs have been transferred and accepted by Roseville. This earlier delivery will help Roseville meet its RPS requirements for the current Compliance Period 5 (2025-2027).
FISCAL IMPACT
The annual cost of the contract is approximately $1.9 million in the first contract year and approximately $1.5 million per year on average for the remaining fifteen years, for a total amended contract value of approximately $24.2 million over the 16-year term. Funding is included in the Electric Department's FY2025-26 budget in the Electric Fund. Future funding is contingent upon the City Council's approval of the respective year's budget.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct
or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
Approval of this transaction confirmation amendment 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
6. Deliver exceptional City services
Respectfully Submitted,
Petra Wallace, Power Supply and Portfolio Administrator
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 26-164
2. First Amendment
REVIEWERS:
Pooja Sharma, Electric Department - Resource Planning & Generation Created/Initiated - 4/28/2026 William Forsythe, Electric Department - All Approved - 4/29/2026 Shawn Matchim, Electric Department - All Approved - 4/30/2026 Daniel Beans, Electric Department - All Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/5/2026 Katrina Six, City Clerk Department Approved - 5/6/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/6/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/8/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/8/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
RESOLUTION NO. 26-164
APPROVING A FIRST AMENDMENT OF TRANSACTION CONFIRMATION BETWEEN
THE CITY OF ROSEVILLE AND DESERT BREEZE SOLAR, LLC, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, the State of California's Renewable Energy Portfolio Standard (RPS) legislation requires electric utilities to increase the amount of energy they receive from renewable sources to 60% by 2030; and
WHEREAS, on October 15, 2025 the City of Roseville entered into a 15-year Power Purchase Agreement with Desert Breeze Solar, LLC for the procurement of Renewable Energy Credits (REC); and
WHEREAS, the First Amendment of Transaction Confirmation moves the delivery start date a year earlier to June 2026, and provides up to 64,000 Category1 RECs at a fixed price of $29.00 per Category 1 REC for the first contract year; and
WHEREAS, the earlier delivery will help Roseville meet its RPS requirements for the current Compliance Period 5 (2025-2027); and
WHEREAS, the First Amendment of Transaction Confirmation, has been reviewed by the Council.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Transaction Confirmation is approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
1 FIRST AMENDMENT OF TRANSACTION CONFIRMATION
This FIRST AMENDMENT OF TRANSACTION CONFIRMATION (this “First Amendment”) is made as of May 20, 2026 (“First Amendment Effective Date”), by and between the City of Roseville, California (“Buyer”) and Desert Breeze Solar, LLC (“Seller” and collectively with Buyer, the “Parties”). Buyer and Seller are Parties to that certain TRANSACTION CONFIRMATION (RPS Bundled Electric Energy) between the Parties dated as of October 16, 2025 (the “Confirmation”).
RECI
TALS
WH EREAS, the Parties have heretofore entered into the Confirmation; WHEREAS, the Parties wish to amend the Confirmation as set forth below; and WHEREAS, capitalized terms defined in the Confirmation are used in this First Amendment as defined in the Confirmation.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AG
REEMENT
I. Amendments to Confirmation.
Th
e Confirmation is hereby amended, effective as of the First Amendment Effective Date , as follows:
A. Amendment to “ Primary Facility” Section: Part I. Section 5 of the Confirmation is amended by deleting the date “January 1, 2027” set forth therein in its entirety and replacing it with the date “June 1, 2026”.
B. Amendment to “Generation Period” Section: Part I. Section 10 of the Confirmation is amended by deleting the date “June 1, 2027” set forth therein in its entirety and replacing it with the date “June 1, 2026”.
2 C. Amendment to “Contract Quantity” Section: Part I. Section 13(b)(i) of the Confirmation is amended by deleting it in its entirety and replacing it with the following:
“(i) If Seller designates a Primary Facility pursuant to Part I Section 5, then from and after the Actual COD Buyer shall be the sole offtaker for Buyer’s Fraction all of the Product produced by the Primary Facility, expressed in MWh and delivered to the applic able Delivery Point during the Generation Period based on Settlement Quality Meter Data (SQMD) as described in the CAISO Tariff. For the avoidance of doubt, Buyer has no right to any of the Product produced by the Primary Facility in excess of Buyer’s Fraction of all Product produced by the Primary Facility (“Excess Annual Product”), except as set forth in the following sentence, and Seller shall be entitled to sell all or a portion of such Excess Annual Product to one or more third parties and to retain any associated revenue .
Notwithstanding anything to the contrary herein, for the first Post- COD Contract Year only, (A) the Contract Quantity also includes 15,000 MWh of Excess Annual Product that Seller will sell and deliver to Buyer, and Buyer will purchase and receive at the applicable Contract Price, with the timing for delivery of such Excess Annual Product determined by Seller in its sole discretion , and (B) for each day that Seller intends to delive r Excess Annual Product to Buyer, on a day ahead basis, Seller shall provide a notice via e -mail to Buyer at [email protected] identifying the volume of Excess Annual Product to be provided, which volumes may be expressed as a percentage of the Primary Facility’s output.”
D. Amendment to “Contract Quantity ” Section : Part I. Section 13 (b)(ii) of the Confirmation is amended by deleting it in its entirety and replacing it with the following:
“(ii) The Contract Quantity ranges are set forth below:
Performance
Measurement
Period*
Post-COD
Contract
Year**
Expected
Annual
Contract
Quantity
(MWh)***
Minimum
Annual
Contract
Quantity
(MWh)***
1 1 64,000 45,000
2 49,000 30,000
2 3 48,853 29,910
4 48,706 29,820
3 5 48,560 29,731
6 48,415 29,642
4 7 48,269 29,553
8 48,125 29,464
5 9 47,980 29,376
10 47,836 29,288
6 11 47,693 29,200
12 47,550 29,112
3 7 13 47,407 29,025
14 47,265 28,938
8 15 47,123 28,851
16 46,982 28,764
* While the table set forth above includes 8 Performance Measurement Periods, the actual number of applicable Performance Measurement Periods will depend on when the Actual COD occurs, as described in the Performance Measurement Period definition in Part III. ** While the table set forth above includes 16 Post-COD Contract Years, the actual number of applicable Post-COD Contract Years will depend on when the Actual COD occurs, as described in the Post-COD Contract Year definition in Part III. *** For the last applicable Post -COD Contract Year in the preceding table, each of the Expected Annual Contract Quantity and Minimum Annual Contract Quantity volumes for such Post-COD Contract Year shall be automatically revised to equal the product of (A) the original volume, multiplied by (B) the cumulative percentage set forth in the "Expected Monthly Distribution" table in Exhibit C for all of the calendar months that are included in full in such Post-COD Contract Year.”
E. Amendment to “Contract Price” Section: Part I. Section 14 of the Confirmation is amended by deleting it in its entirety and replacing it with the following:
“Contract Price: The Contract Price is equal to the sum of the Energy Price, plus the REC Price.
REC Price:
For Product generated prior to June 1, 2027, the REC Price is $29.00 per MWh
For Product generated on or after June 1, 2027, the REC Price is $31.00 per MWh
Energy Price:
The Hourly Locational Marginal Price (in the CAISO day -ahead energy market) published by the CAISO for the Pnode for the Primary Facility or the Pooled Facility, as applicable, providing the Product, expressed in dollars per MWh.” II. Miscellaneous.
1. Effect of First Amendment. The Confirmation , as modified by this First Amendment, remains in effect in accordance with its terms. If there is any conflict between the Confirmation and this First Amendment, this First Amendment shall control.
2. Entire Agreement. This First Amendment along with the Confirmation and the Master Agreement defined therein constitutes the entire agreement between the Parties relating to the subject matter thereof and shall supersede all other prior and contemporaneous understandings or agreements, both written and oral, between the Parties relating to the subject matter thereof.
4 3. Governing Law . This First Amendment shall be governed by Part II Section 3 of the Confirmation.
4. Captions; Construction. The headings used for the sections and articles herein are for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions of this First Amendment. Any term and provision of this First Amendment shall be construed simply according to its fair meaning and not strictly for or against any Party. The Parties collectively have prepared this First Amendment, and none of the provisions hereof shall be construed against one Party on t he ground that such Party is the author of this First Amendment or any part hereof.
5. Counterparts. This First Amendment may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same First Amendment. Delivery of an executed counterpart of this First Amendment by fax or PDF will be deemed as effective as delivery of an originally executed counterpart. Any Party delivering an executed counterpart of this First Amendment by fa x or PDF will also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this First Amendment will not affect the validity or effectiveness of this First Amendment.
6. Any Amendments or Modifications . This First Amendment may only be amended or modified in writing signed by each of the Parties.
[Signatures on following page]
5 IN WITNESS WHEREOF, the Parties have caused this First Amendment to be duly executed by its authorized representatives, as of the day and year written below. This First Amendment shall not become effective as to either Party unless and until executed by both Parties.
DESERT BREEZE SOLAR, LLC
Name: Gustavo E. Luna
Title: Chief Marketing Officer
Date:________________
CITY OF ROSEVILLE, CALIFORNIA
Name: Dominick Casey
Title: City Manager
Date: ________________
05/01/2026
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.21
File #: 0800-03
Item ID: 2026-396
Title: California-Oregon Transmission Project - Amendment Contact: Petra Wallace 916-774-5510 [email protected]
SUMMARY
Staff recommends approval of an amendment to project agreement number 3 with the Transmission Agency of Northern California (TANC) for the California-Oregon Transmission Project (COTP). TANC is a joint powers agency that owns and operates high-voltage transmission facilities, including the COTP, a 500-kV transmission line that extends from central California to north of the California-Oregon Border. The City is a Member of TANC and has transmission rights on the COTP. These transmission rights support Roseville Electric Utility's overall portfolio of resources to meet the electricity needs of the community. The amendment improves the efficiency, flexibility, and clarity of the agreement. There is no fiscal impact associated with the amendment.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute Amendment No. 1 to Project Agreement No. 3 with the Transmission Agency of Northern California related to the California-Oregon Transmission Project.
BACKGROUND
The Transmission Agency of Northern California (TANC) is a joint powers agency that owns and operates high-voltage transmission facilities, including the California-Oregon Transmission Project (COTP), a 500-kV transmission line that extends from central California to north of the California-Oregon Border. The City of Roseville is a Member of TANC and has transmission rights on the COTP. These transmission rights support Roseville Electric Utility's overall portfolio of resources and allow the electric utility to transact (purchase and sell electricity) with counterparties in the Pacific Northwest. TANC Project Agreement No. 3 (PA3) governs Member participation in the COTP, including allocation of transmission capacity and associated rights and obligations. The City Council approved Roseville's participation in PA3 in February 1990. Recent upgrades to the COTP's total transmission capacity and associated changes to Member transmission capacity allocations have highlighted the need to amend PA3. Under the existing PA3, routine adjustments to transmission capacity allocations, or Participation Percentages, require a formal amendment, creating administrative inefficiencies and delays.
Amendment No. 1 addresses these issues by streamlining how Participation Percentages and Transfer Capability can be adjusted. Going forward, such changes may be approved by the TANC Commission with the written consent of only those Members whose shares are affected, eliminating the need for repeated formal amendments while preserving Member protections. The amendment also includes administrative updates, such as removing outdated provisions, aligning the fiscal year with current practice, updating definitions, and improving communication processes. These changes do not alter cost allocations, operational rights, or impose new financial obligations.
Overall, Amendment No. 1 improves the efficiency, flexibility, and clarity of the agreement while maintaining transparency and protecting Member interests.
FISCAL IMPACT
There is no fiscal impact associated with Amendment No. 1.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
Approval of this amendment 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
6. Deliver exceptional City services
Respectfully Submitted,
Petra Wallace, Power Supply and Portfolio Administrator
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 26-165
2. Amendment No. 1 to Project Agreement No. 3
REVIEWERS:
Petra Wallace, Electric Department - Resource Planning & Generation Created/Initiated - 4/29/2026 William Forsythe, Electric Department - All Approved - 4/29/2026 Shawn Matchim, Electric Department - All Approved - 4/30/2026 Daniel Beans, Electric Department - All Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/5/2026 Katrina Six, City Clerk Department Approved - 5/7/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/7/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/8/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/8/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
RESOLUTION NO. 26-165
APPROVING AMENDMENT NO. 1 TO PROJECT AGREEMENT NO. 3 WITH THE
TRANSMISSION AGENCY OF NORTHERN CALIFORNIA FOR THE CALIFORNIA-
OREGON TRANSMISSION PROJECT, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE IT ON BEHALF OFTHE CITY OF ROSEVILLE
WHEREAS, the Transmission Agency of Northern California (TANC) is a joint powers agency that owns and operates high-voltage transmission facilities, including the California- Oregon Transmission Project (COTP), a 500-kV transmission line that extends from central California to north of the California-Oregon Border; and
WHEREAS, the City of Roseville is a Member of TANC and has transmission rights on the COTP; and
WHEREAS, the TANC Project Agreement No. 3 (PA3) governs Member participation in the COTP, including allocation of transmission capacity and associated rights and obligations; and
WHEREAS, Amendment No. 1 improves the efficiency, flexibility, and clarity of the agreement while maintaining transparency and protecting Member interests; and
WHEREAS, the Amendment No. 1 to Project Agreement No. 3 by the Transmission Agency of Northern California in regards to the California-Oregon Transmission Project, has been reviewed by the City Council.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Amendment No. 1 to Project Agreement No. 3 in regards to the California-Oregon Transmission Project, is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
1 AMENDMENT NO. 1
PROJECT AGREEMENT
NO. 3 BETWEEN AND
AMONG
THE TRANSMISSION AGENCY OF NORTHERN CALIFORNIA
AND ITS MEMBERS
This Amendment No. 1 to Project Agreement No. 3 (“Agreement”) by and among the Transmission Agency of Northern California, hereinafter referred to as "TANC," and its Members the Cities of Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and Ukiah; the Sacramento Municipal Utility District; the Modesto Irrigation District; the Turlock Irrigation District; and the Plumas- Sierra Rural Electric Cooperative, hereinafter referred to as “Members,” is hereby made and entered into as of , 2026 (“Amendment Effective Date”), based upon the following:
RECITALS
WHEREAS, TANC and its Members desire to modify certain provisions of the Agreement as provided herein;
WHEREAS, TANC and its Members seek to clarify that changes to Transfer Capability may be made without formally amending the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TANC and its Members agree as follows:
AMENDMENTS
1. The Table of Contents is revised to delete “Participation Percentages” and replace it with Participation Percentages (N-S)” as Appendix C.
2. The Table of Contents is revised to add as Appendix C -1 “Participation Percentages (S-N)”, following Appendix C: Participation Percentages (N-S).
3. The Table of Contents is revised to add as Appendix C -2 “Return of Layoff Percentages”, following Appendix C-1: Participation Percentages (S-N).
4. The definition of “Betterment” in Section 1.4 of the Agreement is revised by deleting the phrase “or sixteen hundred (1600) megawatts, whichever is less”.
5. The definition of “Executive Committee” in Section 1.8 of the Agreement is deleted in its entirety and replaced with “[Intentionally omitted]”.
6. The definition of “Fiscal Year” in Section 1.9 of the Agreement is revised by deleting “September” and replacing it with “June”.
7. Section 1.22 of the Agreement is revised to add “and Appendix C-1” after “Appendix C”.
2 8. Section 1.30 of the Agreement is revised by deleting “Section 15060” and replacing it with “Part 101, Definition 34”.
9. Section 2.3.1 of the Agreement is revised to add “and Appendix C-1” after “Appendix C”.
10. Section 2.3.2 of the Agreement is deleted in its entirety and replaced with the following: “In the event that TANC’s entitlement to Transfer Capability changes, the Members’ Participation Percentages will be unchanged except as provided in this Agreement. Changes to Members’ Participation Percentages shall be permitted without an amendment to this Agreement as follows:
2.3.2.1 All revisions of Participation Percentages pursuant to this Section
2.3.2 shall require an affirmative vote of the Commission using the voting procedures provided in the Joint Powers Agreement.
2.3.2.2 Members shall be permitted to revise their Participation Percentages if one or more Members agree to
accept an offsetting change
in Participation Percentage. All Members whose Participation Percentage change must consent to the change in writing.
2.3.2.3 Members shall be permitted to acquire Transfer Capability from outside of TANC and transfer that capability to TANC, without amendment to this Agreement subject to an affirmative vote of the Commission using the voting procedures provided in the Joint Powers Agreement and written consent of the Members acquiring the Transfer Capability. Participation Percentages of all Members shall be changed so that the Member acquiring the Transfer Capability retains its existing Transfer Capability and obtains the additional Transfer Capability it has acquired, and is subject to, all the rights and obligations associated with the transfer.
2.3.2.4 Participation Percentage revisions shall (a) be recorded with an administrative amendment to Appendix C and Appendix C-1; and (b) result in the aggregate Participation Percentages of the Members of one hundred (100) percent.”
11. Section 2.3.3 of the Agreement is revised by deleting “Column D” and replacing it with “or Appendix C-1”.
12. Section 3.1 of the Agreement is revised by deleting “its Executive Committee or”.
13. Section 4.1.1 of the Agreement is revised by deleting “the California Department of Water Resources,”.
14. Section 5.3 of the Agreement is revised by adding an internal cross- reference to “Section 2.3.2 and” before “Section 8.3”.
15. Section 7.4 of the Agreement is revised by deleting “, Column E” and replacing it with “and Appendix C-1”.
3 16. Section 12.1 of the Agreement is revised by deleting “telephone or in writing within twenty-four (24 hour}” and replacing it with “telephone, in writing, or by electronic media within twenty-four (24) hours” both times this language is used.
17. Section 16.1 of the Agreement is revised by adding an internal cross-reference to Section “2.3.2,” after “Sections”.
18. Section 19 of the Agreement is revised to add “C -1, C-2,” between “Appendices A, B, C,” and “D, and E attached .................................................................................................... ”
19. Appendix C of the Agreement is deleted and replaced with the following table of the Current North to South Participation Percentages:
NEW (ENTITLEMENT AND SCHEDULING)
TANC
Member
Member
Percentage
Member MW
Entitlement
(North to
South)
MW Scheduling
Rights
(North to South)
MW Scheduling
Rights %
(North to South)
SMUD 37.8074% 569.2140 558 37.7793%
MID 23.0546% 347.1014 341 23.0873%
TID 17.1458% 258.1407 253 17.1293%
Santa Clara 9.8108% 147.7077 145 9.8172%
Redding 10.0398% 151.1555 148 10.0203%
Roseville 2.1416% 32.2431 32 2.1666%
Alameda 0.0000% - - 0.0000%
Healdsburg 0.0000% - - 0.0000%
Lodi 0.0000% - - 0.0000%
Lompoc 0.0000% - - 0.0000%
Palo Alto 0.0000% - - 0.0000%
Plumas 0.0000% - - 0.0000%
Ukiah 0.0000% - - 0.0000%
Total 100.0000% 1,505.5625 1,477 100.0000%
Scheduling Rights include the 29MW layoff to WAPA
COTP
Participants
Participant
Percentage
Participant MW
Entitlement
(North to South)
MW Scheduling
Rights
(North to South)
MW Scheduling
Rights %
(North to South)
TANC 88.5625% 1,505.5625 1,477 86.8824%
Western 9.3750% 159.3750 188 11.0588%
PG&E 2.0625% 35.0625 35 2.0588%
Total 100.0000% 1,700.0000 1,700 100.0000%
4 20. Appendix C-1 is added to the Agreement to include the following table of the Current South to North Participation Percentages:
TANC
Member
Member
Percentage
Member MW
Entitlement (South
to North)
MW Scheduling
Rights
(South to North)
SMUD 37.8074% 410.17 402.00
MID 23.0546% 250.12 245.00
TID 17.1458% 186.01 182.00
Santa Clara 9.8108% 106.44 105.00
Redding 10.0398% 108.92 107.00
Roseville 2.1416% 23.23 23.00
Alameda 0.0000% - -
Healdsburg 0.0000% - -
Lodi 0.0000% - -
Lompoc 0.0000% - -
Palo Alto 0.0000% - -
Plumas 0.0000% - -
Ukiah 0.0000% - -
Total 100.0000% 1,084.8906 1,064
COTP
Participants
Participant
Percentage
Participant MW
Entitlement
(South to North)
MW Scheduling
Rights
(South to North)
TANC 88.5625% 1,084.8906 1,064
Western 9.3750% 114.8438 136
PG&E 2.0625% 25.2656 25
100.0000% 1,225.0000 1,225
21. Appendix C-2 is added to the Agreement to include the following table to document the Return of Layoff Percentages:
5 22. Appendix E (Billing Addresses of the Parties) of the Agreement is updated to include the billing address of the Cities of Alameda, Healdsburg, Lodi, Lompoc, Palo Alto, Redding, Roseville, Santa Clara, and Ukiah; the Sacramento Municipal Utility District; the Modesto Irrigation District; and the Turlock Irrigation District.
Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
This Amendment will become effective when TANC and its Members have each signed below and shall be effective as of the Amendment Effective Date specified above. TANC and its Members intend that this Amendment shall not bind any Party unless it is executed by all Parties.
CITY OF ALAMEDA
By:
Name:
Title:
Date:
CITY OF HEALDSBURG
By:
Name:
Title:
Date:
CITY OF LODI
By:
Name:
Title:
Date:
6 CITY OF LOMPOC
By:
Name:
Title:
Date:
MODESTO IRRIGATION DISTRICT
By:
Name:
Title:
Date:
CITY OF PALO ALTO
By:
Name:
Title:
Date:
CITY OF REDDING
By:
Name:
Title:
Date:
7 CITY OF ROSEVILLE
By:
Name:
Title:
Date:
SACRAMENTO MUNICIPAL UTILITY
DISTRICT
By:
Name:
Title:
Date:
CITY OF SANTA CLARA
By:
Name:
Title:
Date:
TURLOCK IRRIGATION DISTRICT
By:
Name:
Title:
Date:
8 CITY OF UKIAH
By:
Name:
Title:
Date:
PLUMAS-SIERRA RURAL ELECTRIC
COOPERATIVE
By:
Name:
Title:
Date:
TRANSMISSION AGENCY OF NORTHERN
CALIFORNIA
By:
Name:
Title:
Date:
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.22
File #: 0203-07
Item ID: 2026-371
Title: Roseville Energy Park Tenant Improvement (RFQ 10-3441) – Contract Purchase Agreement
Contact: Tiffany Valdez 916-746-1109 [email protected]
SUMMARY
Staff recommends approval of a contract purchase agreement with Torres Project Management Inc., dba TPM Construction, Inc., as the lowest responsive and responsible bidder for Request for Quotations No.10- 3441, Roseville Energy Park Tenant Improvement. The cost of the agreement is $1,249,000. Additionally, staff is requesting change order requests up to 15% ($187,350) of the contract amount for construction contingency, for a grand total of $1,436,350. Staff is requesting approval of a 15% contingency for this project due to the age of the facility and unknown circumstances that may arise when construction and demolition begin. There has also been a fluctuation of supply costs due to the rising prices of transportation. Funding for this project is available in the Electric Fund budget.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve Contract Purchase Agreement (3005345) with Torres Project Management Inc., dba TPM Construction, Inc. as the lowest responsive and responsible bidder for Request for Quotations No. 10-3441 Roseville Energy Park Tenant Improvement, and authorize the City Manager to execute the agreement on behalf of the City of Roseville. Staff also recommends authorizing the City Manager or his designee to approve change orders, consistent with the contract terms, provided that the net cost of all change orders shall not exceed fifteen percent (15%) of the contract price.
BACKGROUND
The Roseville Energy Park Tenant Improvement Project is intended to modernize and optimize the existing building and warehouse to better support operational efficiency, employee workflow, and future growth. The proposed improvements include upgrades to the mezzanine, office areas, restrooms, and engineering staff workspaces.
These enhancements are designed to improve safety, functionality, and overall space utilization, while creating a work environment that aligns with current organizational needs. Mezzanine improvements will address existing structural and safety concerns and reconfigure the layout to better support storage, workflow, and workstation needs. Restroom upgrades will ensure compliance with current ADA (Americans with Disabilities Act) requirements.
The anticipated benefits of this project include improved safety and compliance with applicable building and workplace standards, increased workflow efficiency across operational, administrative, and engineering functions, and more effective use of space to accommodate future staffing and workload growth.
A formal bid was issued and the following responses were received:
Bidder Total
Price
Torres Project Management Inc., dba
TPM Construction Inc.
Dixon, CA
$1,249,000
TriVel Construction Inc.
Elk Grove, CA
$1,353,636
Z Squared Construction
El Dorado Hills, CA
$1,399,000
Dynamic Trades Inc.
Auburn, CA
$1,463,464
Kaler General Contractors Inc.
Rancho Cordova, CA
$1,480,000
All About Building Inc.
Antelope, CA
$1,493,000
ICOR Inc.
Nevada City, CA
$1,497,600
American River Construction, Inc.
Folsom, CA
$1,706,000
Bullard Inc.
Citrus Heights, CA
$1,852,675
Creative Property Renewal Inc.
Stockton, CA
$1,951,612
Creekside Commercial Builders and Seegert Construction were deemed non-responsive for failing to submit a complete bid package as required.
FISCAL IMPACT
The cost of the Agreement is $1,249,000. Authorized change orders, on an as-needed basis, up to 15% ($187,350) for construction contingency would bring the total contract amount to $1,436,350. Funding for this project is available in the Electric Fund budget.
ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration of an existing facility. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Tiffany Valdez, Buyer
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-160
2. Contract Purchase Agreement 3005345
3. Bid Summary Sheet
4. CEQA (Class 1) Notice of Exemption
5. Notice of Intent to Award
REVIEWERS:
Tiffany Valdez, Finance Department - Purchasing Created/Initiated - 4/29/2026 Shannon Wiest, Finance Department - Purchasing Approved - 4/30/2026 Scott Pettingell, Finance Department Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/5/2026 Katrina Six, City Clerk Department Approved - 5/6/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/7/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/8/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/8/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
RESOLUTION NO. 26-160
APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND TORRES PROJECT MANAGEMENT, INC. DBA TPM CONSTRUCTION, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT
ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Contract Purchase Agreement (3005345) for the Roseville Energy Park Tenant Improvement project, by and between the City of Roseville and Torres Project Management, Inc. dba TPM Construction, Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to approve change orders, consistent with the contract terms, provided that the net cost of all change orders shall not exceed fifteen percent (15%) of the contract price.
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
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: ALL ABOUT BUILDING INC
Page of 1 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,493,000.00 1 Each $1,493,000.00
TOTAL $1,493,000.00
General Comments: General Attachments: RFQ 10-3441 Addendum 1.pdf Roseville Energy Project Bid BOND .pdf
Roseville Energy Project Bid .pdf
Roseville Project Schudle.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: American River Construction, Inc.
Page of 2 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,706,000.00 1 Each $1,706,000.00
TOTAL $1,706,000.00
General Comments: General Attachments: B4525-6525 (Proof of SofS Registration for 573022).pdf RFQ 10-3441 Addendum 1 Acknowledgement for
573022.pdf
RFQ 10-3441 Attachment B for 573022.pdf
RFQ 10-3441 Attachment C for 573022.pdf
RFQ 10-3441 Attachment D for 573022.pdf
RFQ 10-3441 Attachment E for 573022.pdf
RFQ 10-3441 Attachment F for 573022.pdf
RFQ 10-3441 Bid Bond for 573022.pdf
RFQ 10-3441 Formal Invitation for Bid and Award Form for 573022.pdf
Roseville Energy Park TI - Draft Schedule for Bid.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Bullard Inc.
Page of 3 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the
Formal Invitation For Bid and Award page.
$1,852,675.00 1 Each $1,852,675.00 Bid Bond.pdf
Bullard Inc - COR
Energy Park TI 4-7-26
Final.pdf
TOTAL $1,852,675.00
General Comments: General Attachments:
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Creative Property Renewal INC
Page of 4 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,951,612.00 1 Each $1,951,612.00
TOTAL $1,951,612.00
General Comments: General Attachments: Contract_20260306_0002.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Creekside Commercial Builders
Page of 5 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,730,086.00 1 Each $1,730,086.00
TOTAL $1,730,086.00
General Comments: General Attachments:
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Dynamic Trades Inc.
Page of 6 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,463,464.00 1 Each $1,463,464.00
TOTAL $1,463,464.00
General Comments: Bid submission for Phase 1 of the Roseville Energy Park TI General Attachments: Prelim Schedule Roseville Energy Park TI.pdf Roseville Energy Park TI phase 1 - DTI.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: ICOR Inc
Page of 7 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the
Formal Invitation For Bid and Award page.
$1,497,600.00 1 Each $1,497,600.00 Digital Bid Bond- Roseville
Energy.pdf
ICOR-Bid.pdf
TOTAL $1,497,600.00
General Comments: General Attachments: Digital Bid Bond- Roseville Energy.pdf ICOR-Bid.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Kaler General Contractors Inc.
Page of 8 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
NA $1,480,000.00 1 Each $1,480,000.00 None
TOTAL $1,480,000.00
General Comments: None General Attachments: Bid Bond KGC INC.pdf KGC Inc Bid Complete Rev.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Seegert Construction
Page of 9 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,683,479.00 1 Each $1,683,479.00 Roseville Energy
Park
Proposal.pdf
TOTAL $1,683,479.00
General Comments: General Attachments:
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Torres Project Management Inc
Page of 10 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,249,000.00 1 Each $1,249,000.00
TOTAL $1,249,000.00
General Comments: General Attachments: Roseville Energy Park - Final Bid - TPM.pdf Roseville Park TI - Bid Bond.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: TriVel Construction Inc.
Page of 11 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,353,636.00 1 Each $1,353,636.00
TOTAL $1,353,636.00
General Comments: General Attachments: Bid Bond.pdf
Bid Form.pdf
City of Roseville
Tabulation Report RFQ #10-3441 - Roseville Energy Park Tenant Improvement Vendor: Z Squared Construction
Page of 12 12
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments TOTAL
PRICE
Enter the TOTAL PRICE transferred from the Formal
Invitation For Bid and Award page.
$1,399,000.00 1 Each $1,399,000.00
TOTAL $1,399,000.00
General Comments: General Attachments: 01 - Formal Invitation for Bid and Award Signed.pdf 02 - Proof of CA SOS Registration.pdf
03 - Signed Addendum 1.pdf
04 - Bid Bond.pdf
05 - Project Schedule.pdf
06 - Non Collusion Declaration.signed.pdf
07 - Subcontractor List.pdf
08 - References.pdf
09 - Contractor Licenses.pdf
10 - DIR Contractor Registration.pdf
Notice of Exemption
To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678
Project Title: Roseville Energy Park Tenant Improvement Project
Project Location(s): 5120 Phillip Road, Roseville, CA 95747. Assessor’s Parcel Number s 017- 101-020-000 and 017-101-021-000.
Project Description: City staff recommends City Council adopt a resolution to authorize a contract purchase agreement for tenant improvements (TI) to Roseville Energy Park (REP). The project is intended to modernize and optimize the existing building and warehouse spaces to better support operational efficiency and employee workflow. The proposed improvements include upgrades to the mezzanine, office areas, restrooms, and engineering staff workspaces. These enhancements are designed to improve safety, functionality, and overall space utilization, while creating a work environment that aligns with current organizational needs. Restroom upgrades will ensure compliance with current Americans with Disabilities Act (ADA) requirements. The project would not result in an expansion of use.
Public Agency Approving Project: Roseville City Council
Agency/Individual Carrying Out Project: Roseville Finance Department
Reason why this Project is Exempt: The project qualifies for a Class 1 Categorical Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 consists of the …repair, maintenance,... or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use… Examples include, but are not limited to: (a) Interior or exterior alterations involving such things as interior partitions, plumbing, and electrical conveyances; [and] (b) Existing facilities of both investor and publicly owned utilities used to provide electrical power, natural gas, sewerage, or other public utility services…”
The project consists of a TI to modernize and optimize the workspace within the existing building and warehouse of the REP and provide safety enhancements and compliance with the ADA . The project would not result in expansion of use. Consequently , the Class 1 Categorical Exemption applies.
Lead Agency Contact Person: Tiffany Valdez, Roseville Electric (916-746-1109).
Signature: Date: 4/28/2026
Jessica Lynch, Environmental Coordinator
City of Roseville
~J
R0sE1tLLE
CALIFORNIA
311 Vernon Street
Roseville, CA 95678
NOTICE OF INTENT TO AWARD
Date: 4/29/26
To: All Bidders concerning RFQ 10-3441 for the Roseville Energy Park Tenant Improvement
From: Finance, Purchasing Division, Tiffany Valdez, Buyer
Subject: Notice of Intent to Award
For RFQ 10 -3441, the City recommends awarding a contract purchase agreement to Torres Project Management Inc . dba TPM Construction Inc.
To inquire about the recommended award, please write to the Purchasing Division, Tiffany Valdez, Buyer at [email protected].
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.23
File #: 0206-03-01 & 0201-
01 Item ID: 2026-375
Title: Community Facilities Districts - Budget Adjustments Contact: Scott Pettingell 916-746-1306 [email protected]
SUMMARY
Staff recommends approving budget adjustments in the amount of $1,303,974 to align Community Facilities District budgets with current activity. This adjustment reflects updated pay-as-you-go disbursements, related revenues, and debt service activity, and improves the accuracy of financial reporting and analysis.
Sufficient fund balance is available in all affected funds to support the proposed adjustments.
RECOMMENDATION
Staff recommends that the City Council adopt an ordinance approving the attached budget adjustments for various City Community Facilities Districts (CFDs) to reflect updated revenues, expenditures, and fund balance usage.
BACKGROUND
The City’s budget is developed and adopted prior to finalizing CFD budgets. This adjustment aligns the FY2025-26 CFD budgets with actual activity to improve the accuracy of financial reporting and analysis.
FISCAL IMPACT
Sufficient fund balance is available in all affected funds to support the proposed budget adjustments. There is no impact to the General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
Approval of the budget adjustments 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,
Scott Pettingell, Finance Director
Jeannine Thrash, Management Analyst
ATTACHMENTS:
1. Ordinance 7074
REVIEWERS:
Jeannine Thrash, Finance Department Created/Initiated - 4/29/2026 Scott Pettingell, Finance Department Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/4/2026 Katrina Six, City Clerk Department Approved - 5/7/2026
Ryan DeVore, City Clerk Department Approved - 5/11/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/11/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/11/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
ORDINANCE NO. 7074
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2025-26
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2025-26, is hereby amended as listed on the attached budget adjustment for the Community Facilities Districts project.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
REQUEST FOR BUDGET ADJUSTMENT
Updated 11/19/2025
Please complete the cells highlighted in yellow.
REQUESTER NAME & TITLE:
PREPARER NAME & TITLE:
DEPARTMENT/DIVISION:
EXPENDITURES/EXPENSES/TRANSFERS OUT
FISCAL YEAR:
ORDINANCE:
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL -
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT -
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL -
Justification for Budget Adjustment:
The Finance Department is requesting a budget adjustment to true up the Community Facilities Districts (CFD) budgets. This adjustment aligns the budget to actuals for improved reporting and analysis.
2025-26
Jeannine Thrash/Management Analyst
Jeannine Thrash/Management Analyst
Finance Admin
Attachment to Budget Adjustment
5/4/2026
2 Please complete the cells highlighted in yellow.
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3007 5569 80301 809,279 Increase expenditure for Pay Go disbursement 3015 5569 80301 434,857 Increase expenditure for Pay Go disbursement 3020 5569 80301 47,001 Increase expenditure for Pay Go disbursement 3021 5569 80301 53,001 Increase expenditure for Pay Go disbursement 3022 5569 80301 50,001 Increase expenditure for Pay Go disbursement 3023 5569 80301 12,006 Increase expenditure for Pay Go disbursement 7416 6620 82001 300 Increase expenditure for fees
7419 6620 82001 1,250 Increase expenditure for fees 7420 6620 82001 2,300 Increase expenditure for fees 7424 6620 82001 1,250 Increase expenditure for fees 7425 5569 80701 809,279 Increase expenditure for Pay Go disbursement 7425 6690 82001 1,077,996 Increase expenditure for principal from prepayment 7429 6620 82001 1,300 Increase expenditure for fees 7432 6620 82001 100 Increase expenditure for fees
7433 6620 82001 6,000 Increase expenditure for fees 7436 5569 80701 434,857 Increase expenditure for Pay Go disbursement 7439 5569 80701 47,001 Increase expenditure for Pay Go disbursement 7440 5569 80701 53,001 Increase expenditure for Pay Go disbursement 7441 5569 80701 50,001 Increase expenditure for Pay Go disbursement 7443 5569 80701 12,006 Increase expenditure for Pay Go disbursement EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 3,902,786
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3007 4780 80301 809,279 Increase in revenue expected for Pay Go 3015 4780 80301 434,857 Increase in revenue expected for Pay Go 3020 4780 80301 47,001 Increase in revenue expected for Pay Go 3021 4780 80301 53,001 Increase in revenue expected for Pay Go 3022 4780 80301 50,001 Increase in revenue expected for Pay Go 3023 4780 80301 12,006 Increase in revenue expected for Pay Go 7425 4052 80701 1,515,922 Increase in revenue expected for Pay Go
REVENUES/TRANSFERS IN TOTAL 2,922,067
NET ADJUSTMENT 980,719
AVAILABLE RESOURCES
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
7416 3601 00000 000000 (300) Decrease Stoneridge Parcel 1 CFD 1 Fund Balance 7419 3601 00000 000000 (1,250) Decrease Woodcreek East CFD 1 Fund Balance 7420 3601 00000 000000 (2,300) Decrease Stoneridge West CFD 1 Fund Balance 7424 3601 00000 000000 (1,250) Decrease Fiddyment Ranch CFD 1 - Public Facilities 7425 3601 00000 000000 (371,353) Decrease Westpark CFD 1 - Public Facilities Fund 7429 3601 00000 000000 (1,300) Decrease The Fountains CFD 1 Fund Balance 7432 3601 00000 000000 (100) Decrease HP Campus Oaks Fund Balance 7433 3601 00000 000000 (6,000) Decrease Fiddyment Ranch CFD 5 Overlay Fund 7436 3601 00000 000000 (434,857) Decrease Villages at Sierra Vista CFD 1 Fund Balance 7439 3601 00000 000000 (47,001) Decrease Baseline at Sierra Vista CFD 1 Fund Balance 7440 3601 00000 000000 (53,001) Decrease Torrente at Sierra Vista CFD1 Fund Balance 7441 3601 00000 000000 (50,001) Decrease Amoruso Ranch CFD 1 Fund Balance 7443 3601 00000 000000 (12,006) Decrease Creekview CFD 1-IA2 Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (980,719)
Attachment to Budget Adjustment
5/4/2026
2 Please complete the cells highlighted in yellow.
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
7444 6601 82001 136,275 Establish expenditure for interest-new debt 7444 6620 82001 200 Increase expenditures for fees
7445 6601 82001 186,780 Establish expenditure for interest-new debt
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 323,255
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 323,255
AVAILABLE RESOURCES
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
7444 3601 00000 000000 (136,475) Decrease Amoruso Ranch CFD 1-IA2 Fund Balance 7445 3601 00000 000000 (186,780) Decrease Creekview Phase 5 Community Facilities 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (323,255)
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.24
File #: 0200
Item ID: 2026-369
Title: FY2025-26 Second Quarter Financial Report
Contact: Nancy Rothlisberger 916-774-5314 [email protected]
SUMMARY
Staff recommends approval of the FY2026-26 Second Quarter Financial Report which provides a summary of the City's financial position through the second quarter for (1) the General Fund, (2) the enterprise funds, and (3) revenues in other selected funds. This report is provided pursuant to the Budget Control section of the City Charter (Section 7.15).
RECOMMENDATION
This is an informational item and requires no City Council action.
BACKGROUND
The FY2026-26 Second Quarter Financial Report provides a summary of the City's financial position through the second quarter for (1) the General Fund, (2) the enterprise funds, and (3) revenues in other selected funds. This report is provided pursuant to the Budget Control section of the City Charter (Section
7.15).
FISCAL IMPACT
This is an informational item only and requires no City Council action.
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 FY2025-26 Second Quarter Financial Report 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,
Nancy Rothlisberger, Assistant Finance Director
Scott Pettingell, Finance Director
ATTACHMENTS:
1. FY26 Second Quarter Report
REVIEWERS:
Nancy Rothlisberger, Finance Department - Budget Created/Initiated - 4/24/2026 Scott Pettingell, Finance Department Approved - 5/5/2026 Kelly Aye, City Attorney Department Approved - 5/5/2026 Katrina Six, City Clerk Department Approved - 5/6/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/6/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/8/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/8/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
Fiscal Year 2025-26
Second Quarter Re p ort
1 FISCAL YEAR 2025-26 – SECOND QUARTER REPORT
Overview
This financial report provides an overview of the City’s financial status through the second quarter of fiscal year (FY) 2025-26 (July 1 – December 31, 2025), including a review of the following:
1) The General Fund
2) Major enterprise operating funds
3) Revenues in other selected funds
The tables and graphs presented in this report illustrate cumulative operating revenues and expenditures through the second quarter and compare budgeted-to-actual revenues and expenditures. Additionally, the report includes forecasted revenues, historical revenue trends, explanations of significant variances, and key assumptions underlying the year-end forecast.
The following factors should be taken into consideration when analyzing this information:
Sales and Use Tax is the largest General Fund revenue source. The City only receives four months of this revenue through the second quarter of each fiscal year due to the California Department of Tax and Fee Administration (CDTFA) processing timelines.
Second-quarter revenues reflect taxable sales through October 2025 (received in December).
Property Tax is the second largest General Fund revenue source. Most of this revenue is received from Placer County in the third (mid-January) and fourth (mid-May) quarters. As a result, second-quarter revenues do not reflect a significant portion of annual property tax collections.
Transient Occupancy Tax (TOT), or hotel tax, for the second quarter is derived from payments received through November; therefore, five months of activity are reflected in the year-to-date totals.
General Fund Year-End Forecast
General Fund revenues through the second quarter of FY2025-26 are trending to end the year in line with, or slightly above, the adopted budget. Economists and the City’s sales tax consultant indicate that the California economy is expected to begin recovering in late 2026, with near-term conditions remaining constrained. The unemployment rate in California is projected to remain approximately at 5.5 percent in 2026. Employment growth is projected to remain near zero for non-farm payrolls through 2026 before rebounding to approximately 2 percent growth in 2027.
2 Consumer spending continues to be influenced by uncertainty related to inflation, tariffs, fuel costs, and global economic conditions, as well as rising household expenses such as insurance, groceries, healthcare, education, and energy.
These factors, in conjunction with cautious business and government spending, have affected the growth rate of sales tax revenues (both Bradley-Burns and Measure B). FY2025-26 growth is expected to be closer to long-term trends following elevated post-pandemic increases. The latest sales tax forecast indicates that revenues may finish the fiscal year approximately 3 percent ($3.1 million) above estimates, representing growth of approximately 2.5 percent ($2.5 million) compared to FY2024-25.
Recent County estimates indicate that property tax revenues will exceed projections by approximately $0.4 million. Hotel tax revenues are expected to come in slightly below the budget estimate based on the consultant’s latest forecast. Despite a decline in single-family dwelling permits, building permit revenues are expected to end the year at or slightly below the FY2025-26 budget. Plan check revenues are tracking moderately below budget through the second quarter and are anticipated to remain slightly below projections for the fiscal year. Additionally, engineering inspection fee revenues have exceeded the budget through the second quarter.
Recreation program revenues are continuing last year’s positive trend and are also expected to meet the FY2025-26 budget.
General Fund expenditures are anticipated to end the year below estimates overall, with the use of General Fund contingency available to address any unanticipated overages. Staff will continue to monitor revenue and expenditure trends and keep the City Council informed throughout the remainder of the fiscal year.
3 General Fund Operating Revenues
The table below presents cumulative General Fund operating revenues through the second quarter along with a budget to actual comparison for FY2025-26.
BUDGET TO CUMULATIVE REVENUE COMPARISON
July 1, 2025 – December 31, 2025
Revenue Type Amended
Budget
Cumulative
Revenues
Balance
Remaining
% of
Budget
Collected
Sales and Use Tax – Bradley-Burns $ 70,900,000 $ 23,602,450 $ (47,297,550) 33% Sales and Use Tax – Measure B 29,500,000 9,994,597 (19,505,403) 34% Sales and Use Tax – State Aid for Public
Safety 1,616,000 701,112 (914,888) 43% Property Tax 80,546,000 1,377,972 (79,168,028) 2% Transient Occupancy Tax (TOT) 7,400,000 3,114,575 (4,285,425) 42% Parks, Recreation & Libraries Programs 6,308,901 2,825,040 (3,483,861) 45% Building Permits 3,277,178 1,422,111 (1,855,067) 43% Plan Check Fees 3,242,691 1,415,612 (1,827,079) 44% Engineering Inspection Fees 387,623 453,572 65,949 117% Other Revenues 15,957,339 5,906,997 (10,050,342) 37% TOTAL $ 219,135,732 $ 50,814,038 $ 168,321,694 23% General Fund operating revenues collected through the second quarter total 23 percent of the budget. This percentage is primarily driven by the timing of major revenue receipts, including property tax and sales tax, which are received later in the fiscal year. Notable variances are described below.
Bradley-Burns and Measure B Sales Tax
The City's Bradley-Burns and Measure B sales tax revenues through the second quarter total 33 percent of their respective budgets and reflect taxable sales through October 2025. Since then, the City has received sales tax distributions through the end of January totaling $42,383,699 (Bradley-Burns) and $18,464,683 (Measure B).
The City's sales tax consultant’s most recent analysis includes a year-end forecast with conservative, most-likely, and optimistic scenarios (see chart below). The most-likely forecast indicates that sales tax revenues may end the year at $72.6 million for Bradley-Burns and $30.9 million for Measure B.
4 Revenue Type Conservative Most-Likely Optimistic
Sales and Use Tax – Bradley-Burns $ 71,638,245 $ 72,604,853 $ 73,571,545 Sales and Use Tax - Measure B 30,306,350 30,911,219 31,516,050 TOTAL $ 101,944,595 $ 103,516,072 $ 105,087,595
Based on the most-likely sales tax scenario, the General Fund is projected to end the year approximately $3.1 million above estimates, representing growth of approximately 2.5 percent ($2.5 million) compared to FY2024-25.
Budget Versus Updated Forecast Amended Budget Updated Forecast (Most-Likely) Variance Sales and Use Tax - Bradley Burns $ 70,900,000 $ 72,604,863 $ 1,704,863 Sales and Use Tax - Measure B 29,500,000 30,911,219 1,411,219 TOTAL $ 100,400,000 $ 103,516,082 $ 3,116,082
The graphs below show Bradley-Burns and Measure B sales tax revenues through December compared to budget and projected year-end results.
The City's sales tax consultant’s detailed report (included at the end of this report) provides a list of the top 25 sales tax remitters, a cash receipts summary, and sales tax data by economic category.
Bradley-Burns Sales & Use Tax Revenues Measure B Sales & Use Tax Revenues $70.9
$23.6
$0
$10
$20
$30
$40
$50
$60
$70
$80
Budget Actuals Year-end
Projection
Millions
$73.6 Optimistic
$72.6 Most Likely
$71.7
Conservative
$29.5
$10.0
$0
$5
$10
$15
$20
$25
$30
$35
Budget Actuals Year-end
Projection
Millions
$31.5 Optimistic
$30.9 Most Likely
$30.3
Conservative
5 Property Tax
Property tax revenue for FY2025-26 is
based on assessed valuation as of
January 1, 2025. The City receives most
of this revenue in the third and fourth
quarters of the fiscal year, which is why
only $1.4 million has been received
through the second quarter. As of April
2026, the City has received $44.7 million.
Based on data provided by the County
Auditor-Controller’s Office, staff
anticipates property tax collections of
$80.9 million, exceeding budget
estimates by approximately $0.4 million.
Transient Occupancy
Tax (TOT)
The City's TOT revenues (also known as
hotel tax) are tracking on budget through
the end of the second quarter with
collections of $3.1 million through
November. TOT collected through
February totals $4.8 million (65 percent of
the budget estimate).
According to the latest consultant forecast,
hotel tax revenues are projected to end the
year slightly below the FY2025-26 budget,
at approximately $7.24 million.
$80.5
$1.4
$80.9
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
Budget Actuals Year-end
Projection
Millions
Property Tax Revenues
$7.40
$3.11
$7.24
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
Budget Actuals Year-end
Projection
Millions
Transient Occupancy Tax (TOT)
6 Parks, Recreation & Libraries (PRL) Programs
PRL program revenues are at 45 percent through the second quarter, which is expected given that these revenues fluctuate throughout the year due to the seasonality of programming. Based on current trends, staff anticipates that PRL will meet its FY2025-26 revenue goals.
Building Permits, Plan Check Fees, Engineering
Inspection Fees
Building permit revenue for the second quarter of FY2025-26 is slightly below budget, primarily due to a decrease in single-family and multi-family dwelling building permits. Single-family dwelling permits have declined as development continues toward buildout within the remaining west Roseville specific plans. Despite this decrease, staff anticipates building permit revenue will remain relatively consistent throughout the fiscal year, with revenues expected to end the year at or slightly below budget.
Plan check revenues are slightly below budget at the end of the second quarter, and staff anticipates they will remain steady throughout the fiscal year. Engineering inspection fee revenues are above budget through the second quarter. This is largely timing-related, with activity expected to taper off in the second half of the year.
Other Revenues
Other revenues include reimbursements from the state, development reimbursement activity, property transfer tax, business license tax, rental payments, animal licensing, passport processing, franchise fees, interest, and other fees and charges. As of the end of the second quarter, revenue collections in this category represent approximately 37 percent of the budget estimate. Staff anticipates that collections will end the year on target as this level of revenue is consistent with historical collection patterns at this point in the fiscal year.
7 General Fund: Operating Expenditures
BUDGET TO CUMULATIVE EXPENDITURE COMPARISON
July 1, 2025 – December 31, 2025
Department Amended
Budget
Cumulative
Expenditures Variance % of Budget Expended
Police $ 68,730,422 $ 32,254,159 $ (36,476,263) 47% Fire 53,656,835 24,532,128 (29,124,707) 46% Parks, Recreation & Libraries 41,607,149 18,440,574 (23,166,575) 44% General Government* 15,751,380 6,855,915 (8,895,465) 44% Development Services 13,871,096 5,543,888 (8,327,208) 40% Public Works 11,769,184 4,930,738 (6,838,446) 42% Economic Development & Housing 1,031,686 900,582 (131,104) 87% TOTAL $ 206,417,752 $ 93,457,984 $ (112,959,768) 45% *The General Government departments are City Council, City Manager’s Office, City Attorney’s Office, City Clerk, Finance, Public Affairs and Communications, and Human Resources.
General Fund spending stands at 45 percent of the budget through the second quarter. This slower pace is consistent with the prior year and is primarily due to savings from unfilled positions as well as the timing of expenditures. Detailed department-specific information is provided below. • Police – The second-quarter budget variance is largely due to the timing of major purchases and contract renewals, along with position vacancies that existed early in the fiscal year. Several costs typically occur later in the fiscal year, such as contract payments and other equipment purchases.
An increase in the contract with the Society for the Prevention of Cruelty to Animals (SPCA) is expected to result in a budget overage of approximately $1.2 million. In addition, fewer vacancies in the second half of the fiscal year are expected to limit the Department’s ability to achieve the salary savings assumed in the Police Department budget. Overall, staff anticipates that sufficient General Fund resources in other areas will be available to offset any year-end overages in the Police Department.
• Fire – Department expenditures are tracking 5 percent lower than budget due to the timing of technology-based subscription services, software purchases, and planned maintenance.
Additionally, the Fire Academy began in the third quarter and carries significant costs (both labor and non-labor) that will be incurred throughout the remainder of the year. Based on these upcoming obligations, the Fire Department anticipates utilizing all remaining budgeted funds by the end of the fiscal year.
8 • Parks, Recreation & Libraries – Expenditures are at 44 percent of the budget due to temporary and full-time position vacancies and the seasonality of spending related to recreation programming. PRL expects to end the year below budget.
• General Government - General Government departments are anticipated to end the year on budget overall, with the use of General Fund contingency if necessary to offset any shortfall in salary savings.
• Development Services – Expenditures are 40 percent of the budget through the end of the second quarter due to savings in labor costs resulting from intermittent staffing vacancies, and a conservative approach to spending in materials, supplies, and services, in anticipation of fluctuating development trends. Staff anticipates ending the year on or under budget.
• Public Works – This department is under budget through the second quarter due to several factors, including vacancies in the Engineering Division, reduced reliance on materials for restoration and routine maintenance activities in the Streets Division, and timing differences in expenditures.
• Economic Development and Housing – Spending is 87 percent of the budget through the second quarter. The Economic Development Division, currently at 63 percent, is expected to remain within budget by year-end, as membership and lease payments are made at the beginning of the fiscal year. The Housing Division is trending higher due to the timing of reimbursements for labor costs. Housing Division staff are budgeted in the General Fund and subsequently reimbursed through various housing-related funds, including the Housing Authority, Housing Trust, and Community Development Block Grant.
9 Enterprise Funds: Operating Revenues
The table below presents operating revenues in the City’s seven enterprise funds. Additional details for each fund are provided below.
BUDGET TO CUMULATIVE REVENUE COMPARISON
July 1, 2025 – December 31, 2025
Amended
Budget
Cumulative
Revenues
Balance
Remaining
% of Budget
Collected
Electric $ 234,632,929 $ 119,377,318 $ (115,255,611) 51% Water Operations 46,682,122 23,299,088 (23,383,034) 50% Wastewater Operations 61,452,750 27,160,912 (34,291,838) 44% Waste Services Operations 44,260,451 21,358,235 (22,902,216) 48% Transit 10,264,013 302,673 (9,961,340) 3% Transportation 2,268,514 55,518 (2,212,996) 2% Youth Development 9,939,695 3,716,856 (6,222,839) 37%
• Electric Fund – Operating revenues were slightly higher than budget through the second quarter and are projected to exceed budget estimates through the end of the fiscal year.
This positive variance is primarily driven by a $6.2 million increase in utility sales revenues, reflecting higher electricity usage by both residential and commercial customers.
This increase is partially offset by a $1.5 million unfavorable variance related to the hydroelectric adjustment and a $3.5 million decrease in electricity sales due to lower-than- expected load from a large industrial customer. Energy usage by this customer is expected to return to normal production levels by summer 2026.
• Environmental Utilities – Overall, revenues across Environmental Utilities funds are generally performing as expected, with timing differences in reimbursements and seasonal demand contributing to second-quarter variances.
Water Operations Fund – Operating revenues are performing as expected, reaching 50 percent of the annual budget through the second quarter. Current projections indicate that these revenues will finish the year slightly above budget.
Wastewater Operations Fund – Operating revenues ended the second quarter at 44 percent, which is lower than anticipated due to the timing of reimbursements from regional partners which are primarily collected during the third and fourth quarters. Recycled water sales revenue exceeds budget projections, driven by
10 higher demand and seasonal variability associated with landscape irrigation.
Overall, revenues are projected to end the fiscal year slightly above budget.
Waste Services Operations Fund – Operating revenues stand at 48 percent through the end of the second quarter, consistent with expectations and prior year performance. Scrap sales are anticipated to strengthen during the third and fourth quarters as activity increases. Staff anticipates meeting the budgeted revenue target by the end of the fiscal year.
• Transit and Transportation Funds – Significant budget-to-actual variances in these enterprise funds are primarily due to the timing of their primary funding streams, which is typical for these funds, as most revenues are recognized in the final two quarters of the fiscal year. At year-end, revenues are expected to align with expenditures for both funds.
• Youth Development Fund – Revenues are at 37 percent of the budget through the second quarter. Although lower than anticipated, more than 50 percent of Youth Development revenues are received in the last two quarters of the fiscal year. Staff estimates that revenues will end the year below the budget; however, expenditure controls are expected to offset the revenue shortfall. Registration is holding steady for preschool and grant-funded programs. Adventure Club registrations are beginning to climb slightly and are anticipated to continue with the addition of another Adventure Club planned to open for the 2026-27 school year and the addition of a new program offering for Transitional Kindergarten (TK) children.
11 Enterprise Funds: Operating Expenditures
The table below presents operating expenditures in the City’s seven enterprise funds. Additional details for each fund are provided below.
BUDGET TO CUMULATIVE EXPENDITURE COMPARISON
July 1, 2025 – December 31, 2025
Amended
Budget
Cumulative
Expenditures Variance % of Budget Expended
Electric $ 208,379,007 $ 94,425,298 $ (113,953,709) 45% Water Operations 53,155,786 19,965,631 (33,190,155) 38% Wastewater Operations 63,669,684 26,342,339 (37,327,345) 41% Waste Services Operations 50,657,587 18,949,088 (31,708,499) 37% Transit 10,192,668 3,893,825 (6,298,843) 38% Transportation 1,881,025 796,340 (1,084,685) 42% Youth Development 9,066,108 3,992,231 (5,073,877) 44%
• Electric Fund – Expenditures are 5 percent under budget through the second quarter and are projected to remain under budget by fiscal year-end. Power supply costs are expected to be $3.6 million below budget, primarily due to lower Renewable Energy Credit (REC) costs. RECs are used to meet state renewable energy requirements, and while the quantity purchased remained generally consistent, market prices declined during the year. In addition, spending on public programs and contracted services is projected to be $0.4 million below budget, along with $3.8 million in salary savings from vacant positions. These favorable variances are partially offset by a $4.8 million increase in generation maintenance costs, primarily due to longer-than-planned scheduled outages at a major plant.
• Environmental Utilities – Overall, expenditures across Environmental Utilities funds are trending below budget through the second quarter, primarily due to vacancy savings and the timing of expenditures.
Water Operations Fund – Expenditures are below budget at 38 percent through the second quarter. This variance is primarily due to vacancies in both full-time and temporary positions, as well as lower-than-anticipated spending on materials, supplies, and services. Water purchase costs are at 43 percent of budget when adjusted for PCWA (Placer County Water Agency) contract costs not yet reflected.
These costs are currently below estimates due to lower-than-expected delivery
12 expenses, but, along with chemical expenses, are anticipated to increase modestly in the second half of the fiscal year due to ASR (Aquifer Storage and Recovery) well injections. Due to the complexity of its operations, the Water Utility continues to face challenges in recruiting experienced staff for vacant positions. This has resulted in salary savings as well as reduced expenses for training and development. Professional services and repair and maintenance costs are also tracking under budget. Overall, expenditures are expected to increase during the third and fourth quarters but projected to remain under budget through the end of the fiscal year.
Wastewater Operations Fund – Expenditures are at 41 percent of budget through the second quarter, below the expected level, primarily due to ongoing vacancies and related savings. Like the Water Utility, Wastewater is also facing challenges in recruiting experienced staff due to the complexity of utility operations, resulting in salary and benefit expenditures slightly under budget. Professional services and repair and maintenance expenditures are also trending lower than anticipated.
Remaining balances across these and other expense accounts are expected to be utilized by the end of the fiscal year. While spending is expected to increase in the second half of the fiscal year, total expenditures in the Wastewater Operations Fund are projected to remain slightly below budget at year-end.
Waste Services Operations Fund – Expenditures are below budget at 37 percent through the second quarter, primarily due to the timing of materials, supplies, and services expenses. For example, landfill disposal fees are at 30 percent of budget due to delayed billing. Fleet replacement and rent costs are at 26 percent and 29 percent, respectively because new residential solid waste collection trucks were not delivered until the third quarter. These costs are expected to increase in the second half of the fiscal year. Additional savings are attributable to staff vacancies and lower-than-expected operating costs. Fuel expenditures are at 25 percent of budget, tracking below projections due to the use of renewable natural gas (RNG) produced at the Pleasant Grove Wastewater Treatment Plant. Overall, expenditures are projected to end the fiscal year slightly under budget.
Staff plans to recommend that positive year-end results in all three Environmental Utilities operations funds be transferred to their rehabilitation funds for current and future projects
13 (such as the new Utility Operations Center and fleet electrification) or to rate stabilization funds to mitigate future rate increases.
• Transit Fund – Expenditures ended the second quarter 12 percent under budget, primarily due to the deferred timing of bus shelter replacement costs and the implementation of new routes, which include printing and advertising expenses for the new transit service guides and bus shelter route maps. These items will be ordered once the new transit services are implemented. Transit expenditures are on track to finish the year as budgeted.
• Transportation Fund – Expenditures ended the second quarter at 42 percent of budget, similar to prior year percentages at this time. Transportation expenditures are on track to finish the year as budgeted.
• Youth Development Fund – Expenditures are at 44 percent through the second quarter of the fiscal year, as PRL staff continues to take measures to reduce operational costs to offset any revenue shortfall. Staff anticipates that the Youth Development Fund will not require the entire budgeted General Fund transfer for FY2025-26.
Other Revenues: Fire Facilities, Public Facilities, and Strategic Improvement
BUDGET TO CUMULATIVE REVENUE COMPARISON
July 1, 2025 – December 31, 2025
FY2024-25 FY2025-26
Actuals Amended
Budget
Cumulative
Revenues Variance % of Budget Collected
Fire Facilities $ 2,165,102 $ 1,278,274 $ 382,749 895,525 30% Public Facilities 7,634,139 4,153,251 1,675,629 2,477,622 40% Strategic Improvement 3,997,060 1,373,871 602,155 771,716 44%
The table above presents revenues in the Fire Facilities, Public Facilities, and Strategic Improvement Funds through the second quarter of FY2025-26. The revenue estimates for these three funds are generally based on a multi-year trend analysis of forecasted single-family, multi- family, and commercial development, as well as prior-year revenue collections.
The Fire Facilities, Public Facilities, and Strategic Improvement Funds ended the second quarter below budget at 30 percent, 40 percent, and 44 percent, respectively. Staff anticipates that
14 revenue in the Fire Facilities Fund will end the year slightly below budget, and that revenues in the Public Facilities and Strategic Improvement Funds will end the year on target.
Top 25 Sales Tax Remitters California sales tax cash receipts increased by 2.5% from the same quarter last year. In this jurisdiction sales tax cash APPLE STORES receipts increased by 0.8% from the same quarter last year ARCO AM/PM MINI MARTS due to a increase of $14,103,000 in Taxable Sales.
AUTONATION HONDA
BMW OF ROSEVILLE Cash Receipts Quarter Annual
CARMAX AUTO SUPERSTORES Roseville 0.8% 2.4%
CHEVRON SERVICE STATIONS Placer Countywide Pool 19.4% 11.9% COSTCO WHOLESALE Placer Countywide 4.1% 2.9%
ECHOPARK AUTOMOTIVE Sacramento Valley Region 1.3% 2.4% FUTURE FORD Statewide 2.5% 2.2%
GMC RELIABLE
HOME DEPOT Annualized Percent Change in Sales Tax Cash Receipts
LEXUS OF ROSEVILLE
MACY'S DEPARTMENT STORE
MCKESSON MEDICAL -SURGICAL
NIELLO ACURA
NORDSTROM DEPARTMENT STORE
ROSEVILLE CHEVROLET
ROSEVILLE HYUNDAI
ROSEVILLE KIA
ROSEVILLE TOYOTA & SCION
SAFEWAY SERVICE STATIONS
SAM'S CLUB
TARGET STORES
VANDERBEEK MOTORS
WAL MART STORES
Business Activity Quarter Annual Quarter Annual
General Retail 2.4% -1.6% -2.3% -0.8%
Food Products 4.7% 3.6% -1.2% -1.1%
Transportation -7.7% -1.5% -8.2% -6.2%
Construction -11.7% -5.7% -3.6% -3.7%
Business To Business 2.5% -4.6% -6.2% -4.2%
TOTAL LOCAL BUSINESS ACTIVITY -1.3% -1.3% -4.0% -2.9%
COUNTYWIDE POOL ACTIVITY 15.6% 11.1% 7.0% 8.6%
City of Roseville
Roseville California
Quarterly Report on Sales Tax and Business Activity
4th Quarter 2025 in Review
-6.0%
0.0%
6.0%
12.0%
Roseville Placer Countywide Statewide
Neumo / MuniServices
Roseville
Annual Per Capita Sales Tax
Adjusted for Inflation
(Constant 2021 $)
City of Roseville
News
• Economic Activity: Real Gross Domestic Product (GDP) increased at an annual rate of 1.4% in the fourth quarter of 2025. U.S. inflation ticked up to 2.7% in December of 2025, down 6.4 percentage points from its most recent peak of 9.1% in June 2022. California's headline inflation increased to 3.2% year over year as of December 2025. (DIR, BEA, BLS)
• Employment: The U.S. unemployment rate increased slightly to 4.4% in December of 2025. California's unemployment rate increased by 0.4 percentage point to 5.5% as of December of 2025. (EDD, BLS) • Personal Income: U.S. personal income increased by 4.3% for the fourth quarter of 2025, compared to the same quarter previous year. Compensation of employees increased by 4.0%, while personal current taxes increased by 8.6% from the previous period, resulting in a net gain of 3.9% in disposable income. (BEA) 2021Q4 $466 2022Q4 $455 2023Q4 $421 2024Q4 $419 2025Q4 $399 $82 $75 $63 $69 $72
$2 $2 $3 $2 $3
$40 $40 $39 $42 $38
$25 $25 $23 $24 $21
$148 $140
$129 $122 $114
$51 $52
$53 $52 $51
$119 $119
$110 $107
$99
General Retail
Food Products
Transportation
Construction
Business To Business
Miscellaneous
County Pool
(Cash Basis)
Neumo / MuniServices
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.25
File #: 0203-06
Item ID: 2026-382
Title: Legal Research Software - Purchase Order Increase Contact: Kelly Aye 916-774-5377 [email protected]
SUMMARY
Staff recommends approval of an increase in purchase order authority with West Publishing Corporation dba Thomson Reuters - West in order to add a new attorney license to the current legal research software, Westlaw. The original five (5) year purchase order amount of $216,671.64 will increase by $20,584.44 to $237,256.08. Funding for this item was included in the City Attorney's budget. Yearly funding will be subject to budget approval by the City Council.
RECOMMENDATION
Staff recommends approval of a purchase order increase by $20,584.44, from $$216,671.64 to $237,256.08, with West Publishing Corporation dba Thomson Reuters - West for the purchase of an additional attorney license for legal research software, Westlaw.
BACKGROUND
City Council approved a sole source five (5) year purchase order for $216,671.64 with Thomson Reuters for online law library and legal research databases (Westlaw) on January 15, 2025. The City Attorney's office has since hired one (1) new attorney to its team. In order to properly provide legal counsel to the City, the new attorney must have access to Westlaw requiring an additional attorney software license. The total cost of the purchase order will increase by $20,584.44 to $237,256.08.
FISCAL IMPACT
The original purchase order was approved for $216,671.64 to be paid over a five (5) year period from February 2025 through January 2030. The yearly costs for the software licenses for all eight (8) attorneys will be approximately: $34,330.26 for the remainder of year 2; $48,666.24 for year 3; $51,099.6 for year 4; and $53,654.64 for year 5 for a total purchase order amount of $237,256.08.
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 increase meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
Respectfully Submitted,
Kelly Aye, Paralegal
Michelle Sheidenberger, City Attorney
ATTACHMENTS:
REVIEWERS:
Kelly Aye, City Attorney Department Created/Initiated - 5/6/2026 Kelly Aye, City Attorney Department Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/6/2026 Kelly Aye, City Attorney Department Approved - 5/6/2026 Katrina Six, City Clerk Department Approved - 5/6/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/6/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/8/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/8/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.26
File #: 0800-06
Item ID: 2026-328
Title: Second Reading - Roseville Municipal Code Amendment - Accessory Dwelling Units Contact: Lauren Hocker 916-774-5272 [email protected]
SUMMARY
Staff recommends approving an ordinance for second reading amending Roseville Municipal Code Chapter
19.60 (Accessory Dwelling Unit Ordinance) and amending Roseville Municipal Code Section 19.10.030 to update and reorganize the City’s Accessory Dwelling Unit (ADU) Ordinance. Key changes include updating multiple sections to reflect legislation passed in 2025, including changing square footage limitations to be based on square footage of livable space, adding a definition for livable space, revising the number of ADUs permitted to reflect that any combination of permitted units is allowed, revising the Residential Zone General Development standards table of Roseville Municipal Code Section 19.10.030 to refer to Chapter
19.60 instead of stating the number of ADUs permitted, and limiting the owner occupancy requirement for a Junior ADU to cases where sanitation facilities (bathrooms) are shared. Additional changes include removal of the Administrative Permit process which currently allows deviation from standards for ADUs, adding references to the definition of “kitchens” found in Roseville Municipal Code Chapter 19.95, a new definition for "separate entrance" and "separate exterior entrance," and other changes to improve readability and clarity.
RECOMMENDATION
Adopt an Ordinance for second reading amending Section 19.10.030 and Chapter 19.60 of Title 19 of the Roseville Municipal Code regarding Accessory Dwelling Units.
BACKGROUND
For the last decade, the legislature has passed bills amending accessory dwelling unit (ADUs) regulations every year. The City’s Accessory Dwelling Unit Ordinance (Roseville Municipal Code Chapter 19.60) has been updated annually to keep pace with these changes. The bills passed during the 2025 legislative session have made some key changes to the regulation of ADUs. In reviewing the current Ordinance, staff realized that after a decade of iterative updates the chapter needed streamlining and reorganization for clarity. The proposed amendments to the ADU Ordinance are included as both redlines (see Exhibit A) and as a clean copy (see Exhibit B), and proposed changes are described below:
Section 19.10.030 (Residential Zone General Development Standards): Changes to state law have made the number of permitted ADUs dependent on multiple factors. Staff proposes eliminating the stated number of ADUs permitted in favor of providing a reference to Chapter 19.60 (ADU Ordinance).
Section 19.60.030 (Definitions)
• Moved the requirement for a permanent foundation from the definition of an “Accessory dwelling unit” to the definition of “Permanent provisions or infrastructure,” and in the section on permanent provisions added a reference to the definition of a “kitchen.”
• Added a definition for “interior livable space” or “livable space” pursuant to Senate Bill 543 (2025).
This bill amended the size limitations for ADUs from “square feet” to “square feet of interior livable space.” This calculation includes all living, sleeping, eating, and sanitation spaces, but excludes closets, hallways, entryways, garages and other similar spaces. • Added a definition of “separate entrance” and “separate exterior entrance.” This change is for clarity. Government Code Section 66323(a)(B) requires “exterior access” from the primary dwelling for ADUs. However, Government Code Section 66333, which is specific to a local jurisdiction’s JADU regulations, requires a “separate entrance from the main entrance;” it does not specify that the entrance must be exterior. Pursuant to this Government Code we typically allow a JADU to have an interior entrance, provided the entrance is reached without passing through the living spaces of the primary home. The most typical arrangement is that the door to the JADU is just inside the entryway of the main home. We propose these definitions to make this clear without having to refer back to the Government Code.
Section 19.60.060, 19.60.070, and 19.60.120 (changes applicable to all ADU types: existing structure ADUs, new construction ADUs, and JADUs):
• Added “livable space” to all unit size references and added a reference to Government Code Section 66333 for exceptions.
• In Floor Area, the section has been simplified, and a new objective standard has been added requiring that an accessory dwelling unit within or attached to an existing primary dwelling not exceed 50% of the floor area of the primary dwelling.
• From Appearance, removed a sentence requiring an ADU to be “subordinate to the primary dwelling.” This has been replaced by an objective standard, as described above in Floor Area. • In Fire Sprinklers, added that construction of an ADU does not trigger a requirement for fire sprinklers in the primary dwelling. This new language was added to ADU regulations by Senate Bill 543.
• The “Public Improvements” language has been relocated from the “Exceptions to Development Standards” section to the section listing all other standards, to make it easier to find. • The “Exceptions to Development Standards” section has been deleted, and all language related to the permitted number of ADUs has been moved into the “Number Permitted” section, to make it easier to understand.
• The language within the “Number Permitted” section has been substantially modified to improve clarity, shorten the length of the text, remove or relocate language to avoid duplication/inapplicable text, and conform to current law regarding the permitted number of units.
Section 19.60.110 (Administrative Permit Requirements): The language allowing deviation from standards via an Administrative Permit is proposed to be deleted.
Section 19.60.120 (Junior ADUs): Changed the owner-occupancy requirement pursuant to Assembly Bill 1154 (2025). Owner occupancy of either the primary dwelling or the JADU has been required since the first passage of JADU regulations. The new bill amends that provision to require owner-occupancy when the JADU does not have its own bathroom facilities and is sharing the facilities of the main home.
EVALUATION
Section 19.86.050 of the City of Roseville Zoning Ordinance requires two findings be made in order to approve a zoning ordinance amendment. The two findings are listed below in italicized, bold text and are followed by an evaluation of the project in relation to the findings.
1. The project is consistent with the public interest, health, safety, or welfare of the City.
2. The project is consistent with the General Plan and any applicable specific plan of the City of Roseville.
The proposed changes to the Zoning Ordinance are to bring the City’s regulations into consistency with enacted state law and to make other needed maintenance updates. Most of the proposed changes and clarifying and reorganizational changes have little to no effect on how ADUs are permitted and constructed.
However, key changes are discussed further below.
Number of ADUs Permitted
For many years, the statutory language related to the number of ADUs that must be permitted was ambiguous and was the subject of dispute. Senate Bill 543 amended this section as noted in the bold, italicized text: "Government Code 66323. (a) Notwithstanding Sections 66314 to 66322, inclusive, a local agency shall ministerially approve an application for a building permit within a residential or mixed-use zone to create any of the following units, or any combination of the following units:" The previous language was read by most jurisdictions (including Roseville) to mean that one ADU of the types listed must be permitted on a property. The amended language now states that all the ADU types are permitted on a property. This means that, provided the listed standards are met, a single-family property is now permitted to include multiple ADUs.
Maximum ADU Sizes
Senate Bill 543 also amended the size limitations for ADUs from “square feet” to “square feet of interior livable space.” This means that closets, hallways, entryways, garages and other similar spaces no longer count toward the maximum square footage limitations. An example of this is provided in the table below, which is based on a recent ADU application for a three-bedroom, two-story ADU. Previously, the size limit would have been 1,000 total square feet and this ADU would not be permitted because it is 1,440 square feet. The change to square feet of livable space means that this ADU is permitted, because at 860 square feet of livable space it is less than the 1,000 square-foot size limit.
This change allows ADUs to be much larger than they have been, and this is why staff is recommending adding the new language restricting ADUs within or attached to a primary dwelling to no more than 50% of the size of the primary dwelling. California Government Code allows us to impose this restriction, and it can be a useful, objective standard to reduce the impact of the change in how size limitations are calculated.
Type of Room/Space Square Feet (SF)
Bedrooms 360 SF
Dining/Kitchen 200 SF
Living 150 SF
Bathrooms 150 SF
Hallways 180
Closets/Storage 40
Garage 360 SF
Total 1,440 SF
Total Livable Area 860 SF
Administrative Permits
The Administrative Permit process exists to provide a means for an applicant to deviate from standards, provided the findings can be supported. However, the statewide regulations pertaining to ADUs are already extremely permissive, with the latest changes having significant effects on the number and size of ADUs that are permitted by right. Staff is recommending the removal of the ability to apply for an Administrative Permit to deviate from the standards of the ADU Ordinance. The removal of this section will mean an ADU must meet the applicable standards; deviations from the standards would not be permitted.
Conclusion
The proposed amendments to the City’s ADU regulations improve clarity for both the public and for City Staff and are necessary to ensure consistency with state law. For these reasons, staff finds that the project is consistent with the public interest, health, safety, or welfare of the City and that the project is consistent with the General Plan and applicable Specific Plans.
PUBLIC OUTREACH
Consistent with noticing requirements for a citywide project, a public hearing notice was published in the Press Tribune and was posted on the RCONA website. Staff discussed the proposed amendments at the Roseville Coalition of Neighborhood Associations (RCONA) General Board meeting of March 19, 2026. Several members expressed concerns about having to allow multiple ADUs per property, and the effect this would have on parking availability, nuisance conditions, and potential fire hazards. Staff acknowledged that multiple units on a property would certainly result in more street parking and neighborhood activity, but that the Building Code contains requirements for fire walls and other protective standards when homes are attached or built in close proximity to one another. Some members stated that ADUs increase general property values, but also that buyers looking at adjacent properties could be discouraged from purchase by the presence of multiple units next door.
SUMMARY OF PLANNING COMMISSION HEARING
The proposed amendments were heard by the City's Planning Commission on March 26, 2026 (see Attachment 1, Planning Commission Staff Report). Several questions were received from the Planning Commission. A Commissioner asked whether the City's Prohousing Designation would be at risk if we do not pass the amendments. Staff indicated that the law changed last year allowing the California Department of Housing And Community Development (HCD) to nullify the City's ADU Ordinance if they find that it does not comply with the law, and that jurisdictions all over the state (including Roseville) have already received letters from HCD asking for ADU Ordinances to reflect the new law. This means there are risks to both the City's
Prohousing Designation and the City's ability to have local ADU regulations. Commission members also asked for clarifications on the difference between an ADU and JADU (full kitchen versus efficiency kitchen), whether there are parking standards for ADUs (in certain instances there are some, but most do not require parking), whether ADUs can be separately sold (not unless it is through a community land trust or other affordable housing entity), and asked for clarification on how street addresses are assigned. A Commissioner asked for staff confirmation that we are required to review ADUs for compliance with the law, and if they comply then we are required to approve them. Staff confirmed this was correct. A Commissioner asked whether we could simply not have an Ordinance, because state law requires us to allow three ADUs and it is our own Ordinance that allows a fourth. Staff stated that during a phone call with HCD this question was asked, and it is the opinion of HCD that without an ordinance limiting the number of ADUs allowed by local regulations there would be no limit. While staff does not concur, we acknowledge that HCD has been given broad statutory authority to interpret and enforce the law. Consequently, staff recommends adopting the Ordinance, which limits ADUs allowed by local regulation to one ADU.
FISCAL IMPACT
The project has no fiscal impact on the City.
ENVIRONMENTAL REVIEW
The proposed Accessory Dwelling Unit Ordinance Update 2026 is a policy and procedure-making activity, and 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
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Lauren Hocker, Planning Manager
Mike Isom, Development Services Director
ATTACHMENTS:
1. Ordinance 7075
REVIEWERS:
Arleta Wagenhals, City Clerk Department Created/Initiated - 5/11/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/11/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/11/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/11/2026
Katrina Six, City Clerk Department Final Approval - 5/12/2026
ORDINANCE NO. 7075
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING SECTION
19.10.030 OF CHAPTER 19.10 OF TITLE 19 OF THE ROSEVILLE MUNICIPAL CODE
REGARDING RESIDENTAL ZONE GENERAL DEVELOPMENT STANDARDS AND AMENDING CHAPTER 19.60 OF TITLE 19 OF THE ROSEVILLE MUNICIPAL CODE
REGARDING ACCESSORY DWELLING UNITS
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. Section 19.10.030 of Chapter 19.10 of Title 19 of the Roseville Municipal Code is hereby amended to read as shown on Attachment “A”.
SECTION 2. Chapter 19.60 of Title 19 of the Roseville Municipal Code is hereby amended to read as shown on Attachment “B”.
SECTION 3. This ordinance shall be effective at the expiration of thirty (30) days from the date of adoption.
SECTION 4. The City Clerk is hereby directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of _______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
ATTACHMENT “A”
CHAPTER 19.10
RESIDENTIAL ZONES
§ 19.10.030. Residential zone general development standards.
A. Residential Development Standards. Permitted uses and associated structures shall comply with the following development standards, in addition to any other applicable requirements of this title:
RESIDENTIAL ZONE GENERAL DEVELOPMENT STANDARDS
Requirement by Zoning District
R1
RS
with attached
sidewalk
(10)
RS
with separated
sidewalk (8) (10)
R2 R3(2) RMU
Area, interior lot 6,000 sq ft 4,500 sq ft 4,275 sq ft 6,000 sq ft 6,000 sq ft Area, corner lot 7,500 sq ft 5,500 sq ft 4,710 sq ft 7,500 sq ft 7,500 sq ft Width, interior 60 ft 45 ft 45 ft 60 ft 60 ft
Width, corner 75 ft 55 ft 50 ft 75 ft 75 ft
None (7)
Residential Density
Maximum number
of primary
dwelling units per
lot
2 dwellings
(1)
2 dwellings
(1)
2 dwellings
(1)
2 dwellings
(1)
As provided by
General Plan, but
a minimum of 3
dwellings
(13)
As provided by
General Plan
Maximum number
of accessory/
junior dwelling
units per lot
(11)
See Chapter
19.60 See Chapter
19.60 See Chapter
19.60 See Chapter
19.60 See Chapter
19.60 See Chapter
19.60 See Chapter 19.22 for accessory structure development standards for the following standards:
Setbacks (minimum)
Front(1) (9) 20 ft for interior lots;
15 ft for corner lots;
20 ft minimum
driveway depth
15 ft to living space or
side wall of garage;
12.5 ft to porch; 18 ft
minimum driveway
depth
(6)
10 ft to first floor living
space or side wall of
garage; 7.5 ft to porch,
but in no case may
encroach into a PUE; 15
ft to second floor living
space; 18 ft minimum
driveway depth
(6)
20 ft for interior
lots; 15 ft for
corner lots; 20
ft minimum
driveway depth
20 ft minimum
on all street
frontages
None
(7)
Sides(1) (9) 5 ft interior; 15 ft
street side on corner
5 ft interior;
12.5 ft street side on
first floor; 15 ft street
side on second floor
5 ft interior; 10 ft street
side on first floor; 13 ft
street side on second
floor
5 ft interior; 15
ft street side on
corner
5 ft interior; 20 ft
minimum on all
street frontages
None
(7)
Rear
(1)
20% of lot depth;
need not exceed 20
ft; 10 ft minimum
(3)
10 ft minimum with
minimum useable open
space of 700 sq ft or
500 sq ft where a usable
front porch is provided
(4)
10 ft minimum with
minimum useable open
space of 500 sq ft(4)
20% of lot
depth; need not
exceed 20 ft; 10
ft minimum
20 ft; 20 ft
minimum on all
street frontages
None
(7)
Lot Coverage
(primary
buildings)
35% for 2 story;
45% for 1 story
None
(4)
None
(4)
40% 50% None
(7)
Height Limits 35 ft 35 ft 35 ft 35 ft 45 ft
(5)
None
(7)
Additions to a
single-family or
two-family
primary
structure greater
than 700 square
feet in area
(12)
Notes:
(1) Up to two residential units are permitted in the R1 and RS zone districts provided the criteria of Section 19.10.030(G) are met. Residential units may be attached or detached in the R1, RS, or R2 zone districts. (2) The general development standards for the R3 district may be modified through approval of a Design Review Permit. (3) On corner lots, the minimum rear setback may be determined by using an average of three measurements taken at the ends of the structure and a point midway between the ends of the structure. The measurements shall be made perpendicular to the rear lot line. (4) The rear and side yards may be utilized to meet the minimum usable open space provided the minimum dimension, measured perpendicular to the applicable rear or side yard, is 10 feet. Maximum coverage is a function of lot size, required setbacks and usable open space. A minimum usable open space of 500 square feet may be applied where a front porch is provided with minimum dimensions of six feet by 10 feet exclusive of entry way. (5) Except for residential units immediately adjacent to the R1 and RS zone districts, where the height limit shall be 35 feet. (6) Minimum driveway depth of 18 feet requires a roll-up garage door. (7) As provided in development standard overlay or special area overlay district. (8) Sidewalk separated from back of curb by five-foot planter strip. (9) Front setback (and side setback where adjacent to street) measured from back of walk. Fence side yard setback is five feet from back of walk where facing a street. In the absence of sidewalk, setbacks measured from the edge of right-of-way. (10) Variations to the standards and other housing product types may be permitted subject to processing of a Design Review Permit for Residential Subdivision (DRRS) concurrent with the approval of a tentative subdivision map and review of product type. (11) See Chapter 19.60 for the maximum number and combination of accessory or junior accessory units allowed per lot, except in cases where the lot has been created via a ministerial two-lot single-family map or a ministerial multi-family map pursuant to Chapter 18.05, in which see Section
19.010.030(F)(2) or Chapter 18.05. For purposes of density, accessory dwelling units shall be deemed to be an accessory use or an accessory building or structure and shall not be considered to exceed the allowable density for the lot upon which it is located. (12) Additions (attached or detached) to primary structures that exceed 700 gross square feet in area may be permitted upon approval of an Administrative Permit, which may include a public hearing as provided in Sections 19.74.010 and 19.78.020. Excludes accessory dwelling units complying with the standards identified in Chapter 19.60 (Accessory Dwelling Units). (13) Parcels created through the exercise of the ministerial multi-family map provisions of Chapter 18.05 are limited to the number of units permitted by Government Code Section 66499.41, as may be amended from time to time, and are not permitted accessory dwelling units or junior accessory dwelling units.
A. Clear Vision Triangle, Residential. The following standards shall apply to the installation of structures on corner parcels:
1. On a corner parcel, no fence, wall, sign or other structure, mounds of earth, or other visual obstruction over 36 inches in height above the top of the existing or planned curb elevation shall be erected or placed within a residential clear vision triangle (see Chapter 19.95, Definitions).
2. The foregoing provision shall not apply to public utility poles; trees trimmed (to the trunk) to a line at least eight feet above the elevation of the intersection; saplings or plant species of open growth habits and not planted in the form of a hedge, which are so planted and trimmed as to leave, at all seasons, a clear and unobstructed cross view; supporting members of appurtenances to permanent structures existing on the date that the ordinance codified in this section becomes effective; and official warning signs or signals.
B. Exceptions to Height Limits. Notwithstanding the requirements of subsection A, the following structures are permitted to exceed the maximum height limits, as follows:
Architectural features, mechanical equipment, chimneys, vents, and other architectural or mechanical appurtenances on buildings may be a maximum of 15 percent higher than the height limit of the applicable zone.
C. Exceptions to Setbacks. Notwithstanding the requirements of subsection A, the following structures are permitted to encroach into the required development setbacks, as follows:
1. Architectural features, such as, but not limited to: cornices, eaves, canopies, fireplaces and similar features, but not any flat wall or addition creating living space, may encroach up to two feet into any required setback.
2. Covered, unenclosed projections attached to the primary structure may encroach up to six feet into any front yard setback.
D. Manufactured Homes. Manufactured homes are permitted in residential zones provided they meet the following architectural standards:
1. The manufactured home shall be covered with exterior material customarily used on conventional dwellings within the subdivision. The exterior covering material shall extend to the ground as close to grade as allowed by the manufacturer’s recommendation;
2. The manufactured home shall have a minimum of 16-inch roof overhangs and roofing material on the manufactured home shall be compatible with other dwellings existing in the area and shall consist of materials customarily used on conventional dwellings. The roof shall have a minimum 2 1/2 in 12 pitch.
E. Landscaping Requirements in Setback Areas.
1. Single-Family and Two-Family Dwellings—Front Yard and Street Side Yard Setbacks.
a. Setback Area Paving Restrictions. A maximum of 50 percent of the required front yard setback may be paved for off-street parking, driveways, walkways, or uncovered patio use. A maximum of 50 percent of the required street side yard setback may be paved for off-street parking, driveways, walkways, or uncovered patio use; however, this maximum limitation does not apply to that portion of the street side yard located behind a fence that is in compliance with the street side fence requirements set forth in Chapter 19.22 of this code. These requirements may be modified with approval of a Design Review Permit for Residential Subdivision (DRRS), as provided for in Article V of this title.
b. Landscape and Maintenance Requirements. The unpaved portion of a front yard setback and street side yard setback shall be landscaped, irrigated, and maintained. The landscape shall include grass, annuals, perennials, groundcover, shrubs, trees, or other living vegetation. Synthetic grass or artificial turf may be used if it is permeable and has a minimum pile height of
1.25 inches. Design elements like planters, rocks, mulch, or similar elements are permitted when integrated as part of the landscape. All landscaping materials shall be mowed, trimmed, and maintained as often as necessary to prevent overgrowth and blight. No junk, debris, or other similar materials shall be stored in the landscaped setback area.
c. Height Restrictions for Landscaping Located in the Clear Vision Triangle. All landscaping located within the clear vision triangle for corner lots, as defined in Section 19.95.030 of this Code, shall not exceed three feet in height, except that trees exceeding three feet in height are allowed if the tree is maintained free of branches eight feet above the curb grade.
d. Vehicle Parking Requirements. Vehicles, including, without limitation, automobiles, boats, campers, trailers, and other recreational vehicles, must be parked on a paved surface, as provided for in Section 11.20.110 of this code.
Vehicles shall not be parked within the landscaped setback area.
2. Multi-Family Dwellings (Three or More Residential Units)—Front Yard and Street Side Yard Setbacks. All minimum front yard and street side yard setbacks shall be landscaped, irrigated and maintained with primarily low ground cover or turf. The landscape shall include grass, annuals, perennials, groundcover, shrubs, trees, or other living vegetation. Synthetic grass or artificial turf may be used if it is permeable and has a minimum pile height of 1.25 inches. Design elements like planters, rocks, mulch, or similar elements are permitted when integrated as part of the landscape. All landscaping materials shall be mowed, trimmed, and maintained as often as necessary to prevent overgrowth and blight. No junk, debris, or other similar materials shall be stored in the landscaped setback area. Driveways and uncovered walkways are permitted to cross over the required front yard and street side yard setback. The required front yard and street side yard setbacks may not be paved for parking or patio areas.
F. Criteria for Two Residential Units in Single-Family Zones. The City’s single- family zones are R1 and RS. Parcels in single-family zones are permitted one residential
unit, and may have a second residential unit subject to the following criteria and restrictions:
1. Demolition or Alteration of Existing Housing. The housing development shall not require demolition or alteration of housing:
a. Subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income; b. Subject to any form of rent or price control through a public entity’s valid exercise of its police power;
c. That has been occupied by a tenant at any time within the past three years.
Demolition or alteration is permitted if none of the above conditions apply.
2. Use Restrictions.
a. Short-Term Rentals. Residential units constructed pursuant to this section may not be rented for a period of less than 31 consecutive calendar days. Accordingly, short- term rentals, as authorized pursuant to Chapter 4.25 (Short-Term Rentals), are not permitted for residential units constructed pursuant to this section. b. Accessory Dwelling Units/Junior Accessory Dwelling Units. An accessory dwelling unit and/or junior accessory dwelling shall not be permitted on parcels that have used this section to build two residential units and which are the result of a parcel map pursuant to Municipal Code Chapter 18.05.
c. Use Classification. Whether they are detached or attached, residential units constructed pursuant to this section shall be considered single- family buildings.
3. Development Standards. The new structure(s) shall be consistent with the development standards of the zone district in which they are located, except:
a. Parking Requirements. No off-street parking shall be required for new residential units constructed pursuant to this section if the parcel is located within ½ mile walking distance of either a high-quality transit corridor as defined in Public Resources Code Section 21155(b), as may be amended from time to time; or a major transit stop, as defined in Public Resources Code Section 21064.3, as may be amended from time to time; or if there is a car share vehicle located within one block of the parcel. In all other cases, new residential units constructed pursuant to this section shall provide a minimum of one off-street parking space. Off-street parking shall be designed consistent with the requirements of Section 19.26.040.
b. Setbacks. No setback shall be required for conversion of an existing structure or a structure constructed in the same location (i.e. footprint) and to the same or smaller dimensions as an existing structure. In all other cases, a setback of four feet from the side and rear lot lines shall be required for new residential units constructed pursuant to this section, including any garages, porches, decks, balconies, stairs, and patios which are attached to and for the use of the residential unit.