Roseville Electric Building,
116 S. Grant Street, 1st Floor
roseville.ca.gov
The City of Roseville welcomes your participation.
Meeting Schedule: Regular meetings of the City Council are held on the first and third Wednesday of each month at 6:00 p.m.
Two Public Comment Periods for Non-Agenda Items: A total of twenty-five (25) minutes is allotted for public comments. At the beginning and end of the meeting, each speaker has three (3) minutes to address the Mayor/Chair on issues that are not listed on the agenda and are within the City’s jurisdiction. Please submit a yellow speaker card to the City Clerk before the item is heard if you wish to make a comment. You will still have an opportunity to comment if you haven’t filled out a yellow speaker card.
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Krista Bernasconi, Mayor
Karen Alvord, Vice Mayor
Bruce Houdesheldt, Councilmember
Tracy Mendonsa, Councilmember
Pauline Roccucci, Councilmember
Dominick Casey, City Manager
Michelle Sheidenberger, City Attorney
Carmen Avalos, City Clerk
AGENDA
City Council Regular Meeting
May 20, 2026
6:00 PM
Roseville Electric Building,
116 S. Grant Street, 1st Floor
I. CALL TO ORDER
II. ROLL CALL
III. PLEDGE OF ALLEGIANCE
IV. MEETING PROCEDURES
V. PRESENTATIONS
1. Retirement - Jill Geller
Summary: Commend Jill Geller for 6 years of extraordinary service and outstanding leadership as Director of Parks, Recreation & Libraries, congratulate her for her accomplishments, and wish her a long, healthy, and enjoyable retirement.
CONTACT: Arleta Wagenhals 916-774-5200 [email protected]
2. Retirement - Megan Scheid
Summary: Commend Megan Scheid, who is retiring from the City Manager's Office, for her 19 years of extraordinary service, exemplary leadership, and enduring contributions to the City of Roseville, and extend deep gratitude and warm wishes for a long, fulfilling, and meaningful retirement.
CONTACT: Arleta Wagenhals 916-774-5200 [email protected] VI. PUBLIC COMMENTS
This is the first opportunity to make a public comment on non-agenda items.
VII. CONSENT CALENDAR
3. Fuel Equipment Canopy Design and Construction - Contract Purchase Agreement (ENVIRONMENTAL UTILITIES DEPARTMENT - WASTEWATER)
Summary: Staff recommends approval of a contract purchase agreement with Plummerbuilt Inc. for the design and construction of a fuel island canopy over the compressed natural gas filling station located at the Pleasant Grove Wastewater Treatment Plant in the amount of $199,550.
The request includes a 10% contingency ($19,955) to account for potential fluctuations in material and construction costs. This project is funded by the South Placer Wastewater Authority in the Pleasant Grove Wastewater Treatment Plant Energy Recovery Project.
CONTACT: Blaine Wiegel 916-746-1833 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-154 approving a contract purchase agreement, by and between the City of Roseville and Plummerbuilt Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.
4. Wastewater Climber Screens Parts and Equipment – Sole Source Purchase Order (ENVIRONMENTAL UTILITIES DEPARTMENT - WASTEWATER)
Summary: Staff recommends approval of a sole source purchase order with Veolia WTS Services USA, Inc. to provide repair parts and replacement equipment for the Influent Climber Screens at the Dry Creek Wastewater Treatment Plant and the Pleasant Grove Wastewater Treatment Plant for $300,000, and the option to execute four additional one-year $300,000 renewals for a total not to exceed $1,500,000. Funding will be provided from the Environmental Utilities Department’s annual budgets in the Wastewater Operations Fund.
CONTACT: Katherine Gettings 916-746-1865 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-155 approving a sole source purchase order for Wastewater climber screens parts and equipment.
5. RiverArc Project Related to the Third Pump at Pritchard Lake Diversion Facility - Cost Share Agreements (ENVIRONMENTAL UTILITIES DEPARTMENT - WATER) Summary: Staff recommends approval of two separate agreements for a third pump at the Pritchard Lake Diversion Facility. The first is an agreement between RiverArc Implementation Partners and Natomas Mutual Water Company. The second is an agreement between the RiverArc Implementation Partners. The City’s cost share is up to $200,000. Funding for this project is from the RiverArc project in the Water Construction and Water Rehabilitation Funds.
CONTACT: Janice Gainey 916-774-5535 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-162 approving an agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility, by and between the Natomas Central Mutual Water Company, the Placer County Water Agency, the City of Sacramento, and the City of Roseville, and authorizing the City Manager to execute it on behalf of the City of Roseville; and
b. Adopt Resolution No. 26-163 approving an agreement for RiverArc Implementation Partner Cost Sharing Related to the Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility with Natomas Central Mutual Water Company, by and among the RiverArc Implementation Partners and authorize the City Manager to execute it on behalf of the City of Roseville.
6. Sodium Hypochlorite System Replacement Project - Cancellation and Budget Adjustment (ENVIRONMENTAL UTILITIES DEPARTMENT)
Summary: Staff recommends approval to cancel the Pleasant Grove Wastewater Treatment Plant Sodium Hypochlorite System Replacement project and approve a budget adjustment in the amount of $500,000 to eliminate the existing budget and return the unspent funds to fund balance in the Wastewater Rehabilitation Fund.
CONTACT: Jeremy Snyder 916-746-1829 [email protected] The City Council will consider the recommendation to:
a. Approve the cancellation of the Capital Improvement Project; and
b. Adopt Ordinance No. 7071 authorizing certain amendments to the fiscal year 2025-26 budget and declaring this ordinance to be immediately effective as an appropriation measure.
7. Water Meter Retrofit Project - Budget Adjustment (ENVIRONMENTAL UTILITIES DEPARTMENT -
TECHNICAL SERVICES)
Summary: Staff recommends approval of a budget adjustment for the Water Meter Retrofit Project in the amount of $57,942 using available resources in the Water Meter Retrofit Fund to purchase additional materials required to complete the remaining Water Meter Retrofits.
CONTACT: William Montz 916-774-5545 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 7070 authorizing certain amendments to the fiscal year 2025-26 budget and declaring this ordinance to be immediately effective as an appropriation measure.
8. Public Safety Computer System – License Agreement Amendment (INFORMATION
TECHNOLOGY DEPARTMENT - CLIENT & INNOVATION SERVICES)
Summary: Staff recommends approval of an amendment to the License Agreement with Tyler Technologies Inc. to add software, services and support for interfaces and exports relating to Computer Aided Dispatch (CAD) to CAD, Enforcement Mobile and other Enterprise Public Safety modules. The amendment will increase the cost of the contract by $105,089. The total cost for the three-year amendment is $822,754.11 and is allocated to the Police and Fire departments each fiscal year by internal service fund charges from the Information Technology Operations fund.
CONTACT: Melissa Patrick 916-774-5127 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-161 approving a license agreement amendment, by and between the City of Roseville and Tyler Technologies Inc., and authorizing the City Manager to execute it on behalf of the City of Roseville.
9. Silver Spruce Drive - Segment 2B - Notice of Completion (DEVELOPMENT SERVICES
DEPARTMENT - ENGINEERING DIVISION)
Summary: Staff recommends approval of the Notice of Completion for Silver Spruce Drive - Segment 2B as complete. The Engineering Division has made final inspection of the project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications. This action has no impact to the City's General Fund. Construction costs were paid by the developer.
CONTACT: Pablo Macias 916-746-1324 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-149 accepting the Public Work known as Silver Spruce Drive - Segment 2B Project, approving the "Notice of Completion", and authorizing and directing the City Engineer to execute said Notice on behalf of the City of Roseville, therefore, and accepting a portion of the dedications offered on the recorded map of the Subdivision.
10. Sierra Vista Specific Plan Parcel WB-30 - Parcel Map (DEVELOPMENT SERVICES DEPARTMENT -
ENGINEERING DIVISION)
Summary: Staff recommends approval of the Sierra Vista Specific Plan Parcel WB-30 Parcel map.
Engineering has completed its review of the parcel map and found that it is in compliance with the approved tentative map. This map will create three (3) commercial and three (3) public right- of-way lots. The actions requested have no fiscal impact on the City's General Fund.
CONTACT: Jeff Hendrix 916-774-5463 [email protected] The City Council will consider the recommendation to:
a. Approve the Sierra Vista Specific Plan Parcel WB-30 parcel map on file with the City Clerk and accept on behalf of the public, Parcels A, B, and C offered thereon.
11. West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening - Reimbursement Agreement (DEVELOPMENT SERVICES DEPARTMENT - ENGINEERING DIVISION) Summary: Staff recommends approval of a Reimbursement Agreement with JEN California 15 LLC in the amount of $5,493,744 to construct West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening. Funding is included in the Developer Reimbursement Account of the Traffic Mitigation Fund.
CONTACT: Matt Todd 916-774-5562 [email protected]
The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-152 approving a reimbursement agreement, by and between the City of Roseville and JEN California 15 LLC, and authorizing the City Manager to execute it on behalf of the City of Roseville.
12. Citywide East Site Radio Communications Tower - Notice of Completion (PUBLIC WORKS
DEPARTMENT - FACILITIES)
Summary: Staff recommends approval of the Notice of Completion for the Citywide East Site Radio Communication Tower Construction Project. The total cost of the construction contract with SLC, Inc was in the amount of $925,028.00 with an additional 15% contingency of $138,754.20, of which $138,534.00 was used. Funding for this project was included in the IT Replacement Fund, Public Facilities Fund, and Strategic Improvement Fund. No General Fund resources were used for the project.
CONTACT: James Kremko 916-774-5741 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-148 accepting the Public Work known as the Citywide East Site Radio Communication Tower project, approving the “Notice of Completion”, and authorizing the Public Works Director to execute said notice on behalf of the City of Roseville.
13. Society for the Prevention of Cruelty to Animals Heating, Ventilation, and Air Conditioning Replacement - Contract Purchase Agreement and Budget Adjustment (PUBLIC WORKS
DEPARTMENT - FACILITIES)
Summary: Staff recommends approval of a contract purchase agreement with B&M Civil, LLC dba B&M Builders in the amount of $140,783 for the Society for the Prevention of Cruelty to Animals (SPCA) Heating, Ventilation, and Air Conditioning (HVAC) Replacement project.
Additionally, staff is requesting a budget adjustment of $56,500 to increase the Placer SPCA HVAC Replacement project budget from available resources in the Facility Rehabilitation Fund.
This project is funded by the General Fund through the Facilities Rehabilitation Fund.
CONTACT: Rebecca McCoy 916-746-5706 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-151 approving an agreement, by and between the City of Roseville and B&M Civil, LLC dba B&M Builders, and authorizing the City Manager to execute it on behalf of the City of Roseville; and
b. Adopt Ordinance No. 7072 authorizing certain amendments to the fiscal year 2025-26 budget and declaring this ordinance to be immediately effective as an appropriation measure.
14. Westbrook Boulevard Signal Installation Project - Award of Construction Agreement and Budget Adjustment (PUBLIC WORKS DEPARTMENT - ENGINEERING - CITY PROJECTS) Summary: Staff recommends approval of a construction agreement with May-Han Electric, Inc. dba M&M Electric in the amount of $1,717,883.50 for the Westbrook Boulevard Signal Installation Project, along with the associated budget adjustment and a 10% construction change order authority. The scope of this project includes the signalization of five (5) intersections along Westbrook Boulevard. The traffic signals are located at the intersections of Solaire Drive, Earl Rush Drive, Nicole Gee Drive, Vista Grande Boulevard, and Sierra Village Drive with Westbrook Boulevard. The budget adjustment will increase project funding for the Traffic Mitigiation Fund by $600,000 for a total budget of $2,950,000. No General Fund resources will be used for this project.
CONTACT: Brian Gulewich 916-746-1376 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-156 approving a construction agreement, by and between the City of Roseville and May-Han Electric, Inc. dba M&M Electric, and authorizing the City Manager to execute it on behalf of the City of Roseville; and
b. Adopt Ordinance No. 7073 authorizing certain amendments to the fiscal year 2025-26 budget and declaring this ordinance to be immediately effective as an appropriation measure.
15. Road Resurfacing and Maintenance Funding - Purchase Order Increase (PUBLIC WORKS
DEPARTMENT - STREET MAINTENANCE)
Summary: Staff recommends approval of an increase to the existing purchase order with Granite Construction Company Inc. in the amount of $58,500, to a total not-to-exceed amount of $133,499. This spending limit increase will provide the Public Works Street Maintenance Division the flexibility needed to complete ongoing roadway rehabilitation work in the current fiscal year including resurfacing project preparation, and repairs to emerging pavement failures and localized base deterioration. Funding for the increase is from the Highway Users Tax Fund and Traffic Safety funds already budgeted within operations budgets. No General Fund resources will be used.
CONTACT: James Shelton 916-746-1192 [email protected] The City Council will consider the recommendation to:
a. Approve the purchase order increase with Granite Construction Company for road resurfacing and maintenance.
16. Agricultural License To Farm Rice - Agreement (PARKS, RECREATION, AND LIBRARIES
DEPARTMENT - PARK MAINTENANCE)
Summary: Staff recommends approval of an Agricultural License to farm rice with Auburn Ravine Ranch Inc. and B & B Livestock for farming on a portion of the Al Johnson Wildlife property. Staff
additionally requests authority for the City Manager or his designee to execute two (2) additional two (2) year renewals without further City Council approval. This agreement will generate revenue of $62,220 annually.
CONTACT: Eric Dexter 916-746-1769 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-158 approving an agricultural license to farm rice, by and between the City of Roseville and Auburn Ravine Ranch, Inc. and B & B Livestock, and authorizing the City Manager to execute it on behalf of the City of Roseville.
17. CO-61 Park Project - Award of Contract (PARKS, RECREATION, AND LIBRARIES DEPARTMENT -
PARK DEVELOPMENT)
Summary: Staff recommends approval of an agreement with Jensen Landscape Contractor, LLC in the amount of $1,399,971.99 for the CO-61 Park Project and authorization for the City Manager or his designee to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount. Funding for construction of this park was included in the FY2025-26 budget within the Neighborhood Park – Campus Oaks Fund.
CONTACT: Joel De Jong 916-774-5924 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-150 approving an agreement, by and between the City of Roseville and Jensen Landscape Contractor, LLC, and authorizing the City Manager to execute it on behalf of the City of Roseville.
18. Campus Oaks Park Skate Park Project - Notice of Completion (PARKS, RECREATION, AND
LIBRARIES DEPARTMENT - PARK DEVELOPMENT)
Summary: Staff recommends approval of the Notice of Completion for the Campus Oaks Park Skate Park Project. The total cost of the construction contract with American Ramp Company is $650,000. Funding for this project was included in the FY2024-25 General Fund budget.
CONTACT: Joel De Jong 916-774-5924 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-159 accepting the Public Work known as Campus Oaks Park Skate Park Project, approving the "Notice of Completion", and authorizing and directing the City Engineer to execute said Notice on behalf of the City of Roseville.
19. 2002 International Swaps and Derivatives Association - Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, Paragraph 13 Elections and Variables, and Dodd- Frank Act Representations and Reporting Amending Agreement (ELECTRIC DEPARTMENT -
FINANCIAL & ADMINISTRATIVE)
Summary: Staff recommends approval of the 2002 International Swaps and Derivatives Association, Inc. Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, including Paragraph 13 Elections and Variables, and the International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement, with DRW Energy Trading LLC (DRW). These documents establish standardized legal, transactional, collateral, and swap reporting terms that would apply to future wholesale natural gas, power, and related commodity transactions with DRW. There is no cost associated with the execution of these documents.
CONTACT: Patrick Zanardelli 916-774-5673 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-157 approving the 2002 International Swaps and Derivatives Association, Inc. Master Agreement, the Schedule with Gas Annex and Power Annex, the Credit Support Annex, the Paragraph 13 Elections and Variables, and the International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement with DRW Energy Trading LLC., and authorizing the City Manager to execute them on behalf of the City of Roseville.
20. Renewable Energy Transaction Confirmation Amendment (ELECTRIC DEPARTMENT - RESOURCE
PLANNING & GENERATION)
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.
CONTACT: Petra Wallace 916-774-5510 [email protected] The City Council will consider the recommendation to:
a. 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 if on behalf of the City of Roseville.
21. California-Oregon Transmission Project - Amendment (ELECTRIC DEPARTMENT - RESOURCE
PLANNING & GENERATION)
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.
CONTACT: Petra Wallace 916-774-5510 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-165 approving amendment No. 1 to project agreement No. 3 with the Transmission Agency of Northern California-Oregon Transmission Project, and authorizing the City Manager to execute it on behalf of the City of Roseville.
22. Roseville Energy Park Tenant Improvement (RFQ 10-3441) – Contract Purchase Agreement (FINANCE DEPARTMENT - PURCHASING)
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.
CONTACT: Tiffany Valdez 916-746-1109 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-160 approving a contract purchase agreement, by and between the City of Roseville and Torres Project Management Inc., dba TPM Construction, and authorizing the City Manager to execute it on behalf of the City of Roseville.
23. Community Facilities Districts - Budget Adjustments (FINANCE DEPARTMENT) 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.
CONTACT: Scott Pettingell 916-746-1306 [email protected] The City Council will consider the recommendation to:
a. Adopt Ordinance No. 7074 authorizing certain amendments to the fiscal year 2025-26 budget and declaring this ordinance to be immediately effective as an appropriation measure.
24. FY2025-26 Second Quarter Financial Report (FINANCE DEPARTMENT) 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).
CONTACT: Nancy Rothlisberger 916-774-5314 [email protected] The City Council will consider the recommendation to:
a. This is an informational item and requires no City Council action.
25. Legal Research Software - Purchase Order Increase (CITY ATTORNEY DEPARTMENT) 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.
CONTACT: Kelly Aye 916-774-5377 [email protected]
The City Council will consider the recommendation to:
a. Approve a purchase order increase with West Publishing Corporation dba Thomson Reuters - West.
26. Second Reading - Roseville Municipal Code Amendment - Accessory Dwelling Units (DEVELOPMENT SERVICES - PLANNING)
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.
CONTACT: Lauren Hocker 916-774-5272 [email protected]
The City Council will consider the recommendation to:
a. Adopt Ordinance No. 7075 amending section 19.10.030 of Chapter 19.10 of Title 19 of the Roseville Municipal Code regarding Residential Zone General Development Standards and amending Chapter 19.60 of Title 19 of the Roseville Municipal Code regarding Accessory Dwelling Units.
27. Proclamation - National Public Works Week
Summary: Proclaim May 17-23, 2026 as National Public Works Week and urge all residents to recognize public works professionals, engineers, managers, and employees and the substantial contributions they make to protecting health and safety, and advancing the quality of life for all.
CONTACT: Arleta Wagenhals 916-774-5200 [email protected]
28. Minutes of Prior Meetings (CITY CLERK DEPARTMENT)
Summary: Staff recommends approval of the minutes of the May 6, 2026 City Council / Housing Authority Meeting.
CONTACT: Christine Mesaros 916-774-5287 [email protected] The City Council will consider the recommendation to:
a. Approve minutes of the May 6, 2026 City Council / Housing Authority Meeting.
29. Retirement - Stephanie Gillis
Summary: Commend Stephanie Gillis, who is retiring from the Electric Department, for 19 years of outstanding service and dedication to the City of Roseville, and extend wishes for a long, healthy and enjoyable retirement.
CONTACT: Arleta Wagenhals 916-774-5200 [email protected]
END OF CONSENT CALENDAR
VIII. PRESENTATIONS/REPORTS
30. Grants Advisory Commission FY2026-27 Grant Funding Recommendations (CITY MANAGER
DEPARTMENT - ASSISTANT CITY MANAGER)
Summary: Staff recommends approval of the Grants Advisory Commission’s FY2026-27 funding recommendations to award grants to 18 nonprofit organizations, totaling $279,940 from the Citizens’ Benefit Fund. Funding for these awards is included in the proposed FY2026-27 City budget.
CONTACT: Tobi Thomas 916-746-1368 [email protected] The City Council will consider the recommendation to:
a. Approve the Grants Advisory Commission’s FY2026-27 funding recommendations, awarding $279,940 from the Citizens’ Benefit Fund to 18 nonprofit organizations.
31. General Municipal Election - November 3, 2026 (CITY CLERK DEPARTMENT) Summary: Staff recommends approval to call a General Municipal Election to be held on Tuesday, November 3, 2026, request that the Placer County Board of Supervisors consolidate the election with any other election conducted on said date, allow for arguments and rebuttals, elect Councilmembers in Districts Two and Four, request election services from the Placer County Clerk/Registrar of Voters, and to submit the previously approved Council Compensation Adjustment and Inflation Limitation Measure to the voters of the City of Roseville.
CONTACT: Carmen Avalos 916-774-5269 [email protected] The City Council will consider the recommendation to:
a. Adopt Resolution No. 26-166 declaring a General Municipal Election be held on Tuesday, November 3, 2026, and requesting the Placer County Board of Supervisors to consolidate the election with any other election conducted on said date, and requesting election services by the Placer County Clerk/Registrar of Voters to fill two City Council vacancies in City of Roseville Districts 2 and 4; and to submit a Council Compensation Adjustment and Inflation Limitation Measure “A” to the voters of the City of Roseville.
IX. PUBLIC COMMENTS
This is the second opportunity to make a public comment on non-agenda items.
X. STAFF/COUNCIL REPORTS
XI. ADJOURNMENT
City Council
Communication
Meeting Date: 5/20/2026
Item #: V.1
File #: 0102-10
Item ID: 2026-343
Title: Retirement - Jill Geller
Contact: Arleta Wagenhals 916-774-5200 [email protected]
SUMMARY
Commend Jill Geller for 6 years of extraordinary service and outstanding leadership as Director of Parks, Recreation & Libraries, congratulate her for her accomplishments, and wish her a long, healthy, and enjoyable retirement.
RECOMMENDATION
Commend Jill Geller for 6 years of extraordinary service and outstanding leadership as Director of Parks, Recreation & Libraries, congratulate her for her accomplishments, and wish her a long, healthy, and enjoyable retirement.
BACKGROUND
Not Applicable
FISCAL IMPACT
Not Applicable
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.Council approval of a resolution 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,
Arleta Wagenhals, City Clerk Technician
Carmen Avalos, City Clerk
ATTACHMENTS:
1. Retirement - Jill Geller
REVIEWERS:
Arleta Wagenhals, City Clerk Department Created/Initiated - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/5/2026 Michelle Sheidenberger, City Attorney Department Final Approval - 5/5/2026
City Council
Communication
Meeting Date: 5/20/2026
Item #: V.2
File #: 0102-10
Item ID: 2026-398
Title: Retirement - Megan Scheid
Contact: Arleta Wagenhals 916-774-5200 [email protected]
SUMMARY
Commend Megan Scheid, who is retiring from the City Manager's Office, for her 19 years of extraordinary service, exemplary leadership, and enduring contributions to the City of Roseville, and extend deep gratitude and warm wishes for a long, fulfilling, and meaningful retirement.
RECOMMENDATION
Commend Megan Scheid, who is retiring from the City Manager's Office, for her 19 years of extraordinary service, exemplary leadership, and enduring contributions to the City of Roseville, and extend deep gratitude and warm wishes for a long, fulfilling, and meaningful retirement.
BACKGROUND
Not Applicable.
FISCAL IMPACT
Not Applicable.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Council approval of a resolution 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,
Arleta Wagenhals, City Clerk Technician
Carmen Avalos, City Clerk
ATTACHMENTS:
1. Resolution - Megan Scheid
REVIEWERS:
Katrina Six, City Clerk Department Created/Initiated - 5/6/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Final Approval - 5/6/2026
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.3
File #: 0203-09
Item ID: 2026-308
Title: Fuel Equipment Canopy Design and Construction - Contract Purchase Agreement Contact: Blaine Wiegel 916-746-1833 [email protected]
SUMMARY
Staff recommends approval of a contract purchase agreement with Plummerbuilt Inc. for the design and construction of a fuel island canopy over the compressed natural gas filling station located at the Pleasant Grove Wastewater Treatment Plant in the amount of $199,550. The request includes a 10% contingency ($19,955) to account for potential fluctuations in material and construction costs. This project is funded by the South Placer Wastewater Authority in the Pleasant Grove Wastewater Treatment Plant Energy Recovery Project.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to sign Contract Purchase Agreement (3005311) with Plummerbuilt Inc. for the design and construction of a fuel island canopy at the Pleasant Grove Wastewater Treatment Plant compressed natural gas filling station and 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 ten percent (10%) of the contract price.
BACKGROUND
The Environmental Utilities Department recently issued Request for Proposals No. 08-161 for the design and construction of a fuel island canopy. Following a comprehensive evaluation of all submissions, proposals were scored based on three primary criteria: total project cost, demonstrated experience, and technical project understanding. Plummerbuilt Inc. emerged as the highest-ranked firm, securing the top position across all evaluation categories.
This contract facilitates the installation of a durable metal canopy structure over the compressed natural gas (CNG) fueling station located at the Pleasant Grove Wastewater Treatment Plant. The implementation of this structure provides multiple key operational advantages:
• Asset Protection: Safeguards critical CNG dispensing equipment from environmental degradation and direct exposure to the elements.
• Operational Continuity: Provides essential shelter for refuse trucks and personnel, ensuring efficient refueling operations during inclement weather.
FISCAL IMPACT
The total cost of this contract purchase agreement is $199,550 with a ten percent contingency ($19,955) for increasing construction and material costs. This project is funded by the South Placer Wastewater Authority in the Pleasant Grove Wastewater Treatment Plant Energy Recovery Project.
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,
Blaine Wiegel, Preventative Maintenance Coordinator
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 26-154
2. Contract Purchase Agreement
3. Plummerbuilt Inc Proposal - Exhibit to CPA
4. CEQA Notice of Exemption
REVIEWERS:
Blaine Wiegel, Environmental Utilities Department - Wastewater Created/Initiated - 4/17/2026 Tracie Mueller, Environmental Utilities Department - Wastewater Approved - 4/17/2026 Devin Whittington, Environmental Utilities Department Approved - 4/21/2026 Sean Bigley, Environmental Utilities Department - All Approved - 4/30/2026 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
RESOLUTION NO. 26-154
APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND PLUMMERBUILT INC., AND AUTHORIZING THE CITY
MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Contract Purchase Agreement (3005311) for the Fuel Equipment Canopy Design and Construction, by and between the City of Roseville and Plummerbuilt 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 ten percent (10%) 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
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: Fuel Island Canopy Design and Construction Contract Service Agreement
Project Location(s): Pleasant Grove W astewater Treatment Plant, 5051 Westpark Drive (APN 017-101-025-000), Roseville, 95747.
Project Description: The Environment al Utilities Depart ment is solicit ing proposals from contractors for the design, procurement, and installation of a pre- engineered metal canopy at the existing compressed natural gas (CNG) filling station located at the Pleasant Grove Wastewater Treatment Plant (PGWWTP). The canopy would cover the entire 31- foot by 53 -foot fuel island, include electrical components to provide lighting , and provide a minimum of 17 feet of vertical clearance from the ground- level walking surface. The canopy would not result in an expansion of use or capacity of the CNG filling station.
Public Agency Approving Project: Roseville City Council
Agency/Individual Carrying Out Project: City of Roseville Environmental Utilities 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 (Existing Facilities) consists of the …minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use.
The project would allow for the installation of a pre-engineered metal canopy at the PGWWTP CNG filling station and would not result in expansion of use or capacity. Consequently, the Class 1 Categorical Exemption applies.
Lead Agency Contact Person: Blaine Wiegel , Roseville Department of Environmental Utilities (916-746-1833).
Signature: Date: 4/9/2026
Jessica Lynch, Environmental Coordinator
City of Roseville
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.4
File #: 0203-09
Item ID: 2026-321
Title: Wastewater Climber Screens Parts and Equipment – Sole Source Purchase Order Contact: Katherine Gettings 916-746-1865 [email protected]
SUMMARY
Staff recommends approval of a sole source purchase order with Veolia WTS Services USA, Inc. to provide repair parts and replacement equipment for the Influent Climber Screens at the Dry Creek Wastewater Treatment Plant and the Pleasant Grove Wastewater Treatment Plant for $300,000, and the option to execute four additional one-year $300,000 renewals for a total not to exceed $1,500,000. Funding will be provided from the Environmental Utilities Department’s annual budgets in the Wastewater Operations Fund.
RECOMMENDATION
Staff recommend that the City Council adopt a resolution to approve a sole source purchase order with Veolia WTS Services USA, Inc. to provide repair parts and replacement equipment for the Influent Climber Screens at the Dry Creek Wastewater Treatment Plant (DCWWTP) and the Pleasant Grove Wastewater Treatment Plant (PGWWTP), and authorize the City Manager or his designee to execute four (4) additional one (1) year purchase order renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City's best interest.
BACKGROUND
The Environmental Utilities Department (EUD) has five (5) influent climber screens (mechanical bar screens) at DCWWTP and PGWWTP. Climber screens are used to remove large debris in the initial step of the treatment process. Each climber screen is custom designed for the wastewater treatment plants’ influent needs and configuration. Veolia WTS Services USA Inc. is the original equipment manufacturer and sole provider of repair parts and replacement equipment for the climber units. EUD is recommending a one-year purchase order with Veolia for both DCWWTP and PGWWTP, with four optional renewal years at one-year intervals for a total of five (5) years.
FISCAL IMPACT
The estimated cost is $300,000 for year one; $300,000 for year two; $300,000 for year three; $300,000 for year four; and $300,000 for year five. The total not-to-exceed cost for the purchase orders including the four additional one (1) year renewals is $1,500,000. Funding will be provided from the Environmental Utilities Department’s annual budgets in the Wastewater Operations Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
The purchase of wastewater influent climber screens parts and equipment meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Katherine Gettings, EU Wastewater Maintenance Administrative Technician
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 26-155
REVIEWERS:
Katherine Gettings, Environmental Utilities Department - Wastewater Created/Initiated - 4/20/2026 Tracie Mueller, Environmental Utilities Department - Wastewater Approved - 4/20/2026 Devin Whittington, Environmental Utilities Department Approved - 4/21/2026 Sean Bigley, Environmental Utilities 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 - 5/7/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/9/2026 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
RESOLUTION NO. 26-155
APPROVING A SOLE SOURCE PURCHASE ORDER FOR WASTEWATER CLIMBER
SCREENS PARTS AND EQUIPMENT
WHEREAS, a sole source purchase order for wastewater climber screens parts and equipment, by and between the City of Roseville and Veolia WTS Services USA, Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said purchase order is approved.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to approve an additional four (4) one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
_______________________________
MAYOR
ATTEST:
__________________________
City Clerk
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.5
File #: 0800-02
Item ID: 2026-340
Title: RiverArc Project Related to the Third Pump at Pritchard Lake Diversion Facility - Cost Share Agreements
Contact: Janice Gainey 916-774-5535 [email protected]
SUMMARY
Staff recommends approval of two separate agreements for a third pump at the Pritchard Lake Diversion Facility. The first is an agreement between RiverArc Implementation Partners and Natomas Mutual Water Company. The second is an agreement between the RiverArc Implementation Partners. The City’s cost share is up to $200,000. Funding for this project is from the RiverArc project in the Water Construction and Water Rehabilitation Funds.
RECOMMENDATION
1. Adopt a resolution to approve an Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility, by and among the Natomas Central Mutual Water Company, the Placer County Water Agency, the City of Sacramento, and the City of Roseville, collectively referred to as the "RiverArc Implementation Partners" and authorize the City Manager to execute it on behalf of the City.
2. Adopt a resolution to approve an Agreement for RiverArc Implementation Partner Cost Sharing Related to the Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility with Natomas Central Mutual Water Company, by and among the RiverArc Implementation Partners and authorize the City Manager to execute it on behalf of the City.
BACKGROUND
The Natomas Central Mutual Water Company (Water Company) is currently involved in a multi-phase, levee improvement project ("Levee Project") in coordination with the Sacramento Area Flood Control Agency ("SAFCA") and the US Army Corps of Engineers ("USACE") that will result in improvements being made to the levees and related facilities around Water Company's service area including Water Company's Pritchard Lake diversion facility to address ongoing erosion, freeboard deficiencies, and seepage and stability conditions.
The RiverArc Implementation Partners are implementing the RiverArc Project (“Project”) which is a multi- agency surface water supply project that will enhance regional water supply diversity and reliability. The intent of the Project is to reduce water supply diversions from the Lower American River by relocating some current and planned diversions to the Sacramento River, thereby increasing flows in the Lower American River to support the aquatic ecosystem including fall run Chinook salmon and federally endangered steelhead.
In August 2024 City Council approved Amendment 1 of the Amended and Restated Memorandum of Agreement for Planning and Design of the RiverArc Project to allow for Roseville’s participation in the
environmental review and project design of the RiverArc Project.
The Water Company intends to make improvements to the Pritchard Facility, including installing a third 40 cubic feet per second (cfs) pump into what is currently an empty pump can with a fish screen assembly, installation of electrical controls, and equipment associated with the third pump.
RiverArc Implementation Partners desire to utilize the Pritchard Facility for water delivery purposes and also desire to increase the capacity of the Pritchard Lake Diversion Facility’s third pump and associated facilities from 40 cfs to 60 cfs (“RiverArc Upgrades”). RiverArc Implementation Partners will pay for the RiverArc Upgrades in accordance with the terms and conditions set forth in the “Pritchard Lake Agreement”.
Water Company will contract (subject to RiverArc Implementation Partners' cost-sharing obligations hereunder) for the design, bidding, environmental clearance, construction, and construction management/oversight of all the Water Company Improvements and RiverArc Upgrades. This Agreement between the Water Company and the RiverArc Implementation Partners is titled:
Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility for the RiverArc Project “Pritchard Lake Agreement” (Exhibit A) is attached.
The RiverArc Implementation Partners desire to allocate among themselves the costs and responsibilities associated with their obligations and desire that the City of Sacramento serve as the administrative agency for payment of costs and management of design and related activities under the Pritchard Lake Agreement. This Agreement between the RiverArc Implementation Partners is titled:
Agreement for RiverArc Implementation Partner cost sharing related to the agreement for cost sharing for Third Pump at Pritchard Lake Diversion Facility with Natomas Central Mutual water Company (Exhibit B) is attached.
FISCAL IMPACT
The RiverArc Implementation Partners shall collectively pre-pay to Sacramento, as the Administrative Agency, the full amount of the RiverArc Implementation Partners’ collective design phase cost obligation for a not-to-exceed amount of $200,000 per each Partner. The City has resources in the RiverArc project budget for this cost-share agreement in the Water Construction and Water Rehabilitation Funds.
ENVIRONMENTAL REVIEW
The proposed action is a cost sharing agreement authorizing the City to contribute funding to the Water Company to pay for a portion of a project to make improvements to a pump at the existing Pritchard Lake Diversion Facility as part of the larger RiverArc project. Improvements to the pump station have been approved as part of a multi-phase levee improvement project with SAFCA and USACE. Environmental clearance under both the National Environmental Policy Act (NEPA) and California Environmental Quality Act (CEQA) for installing the third 40 cfs pump at the project site was provided by the Environmental Impact Statement/Draft Environmental Impact Report (EIS/EIR) on the Natomas Levee Improvement
Program Phase 3 Landside Improvements Project (State Clearinghouse No. 2008072060). The proposed cost sharing agreement states the Water Company has confirmed that the existing environmental for the 40 cfs pump also includes the scope of the RiverArc Upgrades (i.e., the increase to 60 cfs capability of the third pump). However, the cost sharing agreement as proposed is considered to be consistent with the existing EIS/EIR.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Janice Gainey, Principal Engineer
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 26-162
2. Exhibit A_Agreement for Cost Sharing
3. Resolution 26-163
4. Exhibit B_Partner Cost Sharing Agreement
REVIEWERS:
Janice Gainey, Environmental Utilities Department - Water Created/Initiated - 4/20/2026 George Hanson, Environmental Utilities Department - Water Approved - 4/20/2026 Devin Whittington, Environmental Utilities Department - Technical Services Approved - 4/30/2026 Sean Bigley, Environmental Utilities Department - All Approved - 4/30/2026 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 - 5/7/2026 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. 26-162
APPROVING AN AGREEMENT FOR COST SHARING FOR THIRD PUMP AT
PRITCHARD LAKE DIVERSION FACILITY, BY AND BETWEEN THE NATOMAS
CENTRAL MUTUAL WATER COMPANY, THE PLACER COUNTY WATER AGENCY,
THE CITY OF SACRAMENTO, AND THE CITY OF ROSEVILLE, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility, by and between the Natomas Central Mutual Water Company, the Placer County Water Agency, the City of Sacramento, and the City of Roseville, collectively referred to as the “RiverArc Implementation Partners”, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said cost share agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
RESOLUTION NO. 26-163
APPROVING AN AGREEMENT FOR RIVERARC IMPLEMENTATION PARTNER COST
SHARING RELATED TO THE AGREEMENT FOR THIRD PUMP AT PRITCHARD LAKE
DIVERSION FACILITY WITH NATOMAS CENTRAL MUTUAL WATER COMPANY,
BY AND AMONG PLACER COUNTY WATER AGENCY, THE CITY OF SACRAMENTO,
AND THE CITY OF ROSEVILLE, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for RiverArc Implementation Partner Cost Sharing Related to the Agreement for Cost Sharing for Third Pump at Pritchard Lake Diversion Facility with Natomas Central Mutual Water Company, by and among Placer County Water Agency, the City of Sacramento, and the City of Roseville, collectively referred to as the “RiverArc Implementation Partners”, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said cost share agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.6
File #: 0900-02 & 0201-01
Item ID: 2026-339
Title: Sodium Hypochlorite System Replacement Project - Cancellation and Budget Adjustment Contact: Jeremy Snyder 916-746-1829 [email protected]
SUMMARY
Staff recommends approval to cancel the Pleasant Grove Wastewater Treatment Plant Sodium Hypochlorite System Replacement project and approve a budget adjustment in the amount of $500,000 to eliminate the existing budget and return the unspent funds to fund balance in the Wastewater Rehabilitation Fund.
RECOMMENDATION
Staff recommends that the City Council approve by motion the cancellation of the Pleasant Grove Wastewater Treatment Plant Sodium Hypochlorite System Replacement Project, and adopt an ordinance to approve a Budget Adjustment of $500,000 to return unspent funds to fund balance in the Wastewater Rehabilitation Fund.
BACKGROUND
Due to increasing costs of Sodium Hypochlorite chemical deliveries (used in the treatment process at the wastewater treatment plants), a project was put into place to change from liquid Sodium Hypochlorite chemical deliveries to Hypo Generation (similar to the Dry Creek Wastewater Plant). This would require construction of a new building, or significant modification of the existing chemical building, hypo generation equipment and infrastructure. A study was completed with an engineering consultant to determine options to complete this project. Based on the cost estimates of the two options, the project is significantly more expensive than initially anticipated and the payback period for the return on investment (ROI) exceeds the remaining useful life of the facility.
FISCAL IMPACT
The budget adjustment returns $500,000 from the canceled project to fund balance in the Wastewater Rehabilitation Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Jeremy Snyder, Preventative Maintenance Supervisor
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Ordinance 7071
REVIEWERS:
Deanne Garcia, Environmental Utilities Department Created/Initiated - 4/17/2026 Brian Craighead, Environmental Utilities Department Approved - 4/21/2026 Sean Bigley, Environmental Utilities Department - All Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/4/2026 Katrina Six, City Clerk Department Approved - 5/4/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/7/2026 Katrina Six, City Clerk Department Final Approval - 5/7/2026
ORDINANCE NO. 7071
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 Sodium Hypochlorite System Replacement project cancellation.
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
n FISCAL YEAR:
ORDINANCE:
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6230
6587
84001
500619
(500,000) Reduce budget to cancel Project 500619 (Sodium Hypochlorite System Replacement Project)
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL (500,000)
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT (500,000)
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6230 3601 00000 000000 500,000 Increase Wastewater Rehabilitation Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL 500,000
Justification for Budget Adjustment:
The Environmental Utilities Department recommends a budget adjustment to cancel the Sodium Hypochlorite System Replacement Project (500619).
The cancellation is based on updated cost estimates indicating that the project is significantly more expensive than initially anticipated. Additionally, the projected payback period exceeds the remaining useful life of the facility.
This adjustment will fully defund the project and return the unspent $500,000 to the appropriate fund balances. 2025-26
Jeremy Snyder, Operational Technology and Security Admi Deanne Garcia, Business Analyst
Environmental Utilities / Wastewater
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.7
File #: 0800-02 & 0201-01
Item ID: 2026-267
Title: Water Meter Retrofit Project - Budget Adjustment Contact: William Montz 916-774-5545 [email protected]
SUMMARY
Staff recommends approval of a budget adjustment for the Water Meter Retrofit Project in the amount of $57,942 using available resources in the Water Meter Retrofit Fund to purchase additional materials required to complete the remaining Water Meter Retrofits.
RECOMMENDATION
Staff recommends City Council adopt an ordinance to approve a budget adjustment to increase the budget of the Water Meter Retrofit Project in the amount of $57,942 using available resources in the Water Meter Retrofit Fund.
BACKGROUND
As a condition of the City's water supply contracts, the Environmental Utilities Department (EUD) is federally mandated to meter all water customers within the City limits (California Water Code Section 525- 529.7). To meet this requirement, the City must install water meters and, where necessary, backflow devices for any services currently without these devices. This transition includes shifting from a flat-rate billing system to a volumetric billing rate.
EUD is close to completing this mandated requirement and needs additional funding for labor and materials for the Water Meter Retrofit Project. Additional funding for the project is needed because the Fiscal Year 2026 Water Meter Retrofit Fund did not have an operating budget as all retrofit installations were anticipated to be completed by the end of 2025. Since the Project’s inception, almost seventeen thousand water meters have been installed. Only a few remain and this budget adjustment provides the necessary funds to cover these last remaining costs.
FISCAL IMPACT
The proposed budget adjustment will increase the Water Meter Retrofit Project budget by $57,942, bringing the total project budget to $307,942. The net impact of this budget adjustment will decrease available resources in the Water Meter Retrofit Fund by $57,942.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
William Montz, Assistant Engineer
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Ordinance 7070
REVIEWERS:
William Montz, Environmental Utilities Department - Technical Services Created/Initiated - 4/7/2026 Mario Guadamuz, Environmental Utilities Department - Technical Services Approved - 4/7/2026 George Hanson, Environmental Utilities Department - Water Approved - 4/14/2026 Devin Whittington, Environmental Utilities Department Approved - 4/15/2026 Sean Bigley, Environmental Utilities Department - Technical Services Approved - 4/16/2026 Kelly Aye, City Attorney Department Approved - 4/30/2026 Katrina Six, City Clerk Department Approved - 4/30/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/7/2026 Katrina Six, City Clerk Department Final Approval - 5/7/2026
ORDINANCE NO. 7070
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 Water Meter Retrofit 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: FISCAL YEAR:
PREPARER NAME & TITLE: ORDINANCE:
DEPARTMENT/DIVISION:
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6140 6587 84001 500024 57,942 Increase Capital Outlay - Project 500024 Water Meter
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 57,942
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 57,942
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
6140 3601 00000 000000 (57,942) Decrease Water Meter Retrofit Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (57,942)
Justification for Budget Adjustment:
The Environmental Utilities Department is requesting a budget adjustment of $57,942 to increase the Water Meter Retrofit Project (500524) budget from available resources in the Water Meter Retrofit Fund (6140).
Due to unanticipated increases in equipment costs, additional budget is needed..
The current project budget is $250,000. With this adjustment, the revised project budget will total $307,942. 2025-26
Bill Montz, Assistant Engineer
Joseph Barrow, EU Business Analyst
EU/Water
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.8
File #: 0800-05
Item ID: 2026-341
Title: Public Safety Computer System – License Agreement Amendment Contact: Melissa Patrick 916-774-5127 [email protected]
SUMMARY
Staff recommends approval of an amendment to the License Agreement with Tyler Technologies Inc. to add software, services and support for interfaces and exports relating to Computer Aided Dispatch (CAD) to CAD, Enforcement Mobile and other Enterprise Public Safety modules. The amendment will increase the cost of the contract by $105,089. The total cost for the three-year amendment is $822,754.11 and is allocated to the Police and Fire departments each fiscal year by internal service fund charges from the Information Technology Operations fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve an Amendment to the License Agreement with Tyler Technologies Inc. to add software, services and support for interfaces and exports relating to CAD to CAD, Enforcement Mobile and other Enterprise Public Safety modules, and authorize the City Manager to execute it on behalf of the City.
BACKGROUND
The City has a software licensing agreement with Tyler Technologies Inc. (formerly known as New World Systems), effective November 6, 2014, for the purchase and installation of a public safety computer system, including computer-aided dispatch, police records, fire records, mobile computing and field reporting, related interfaces and services and maintenance.
The Police Department would like to amend the current support agreement for Tyler Technologies to add software, services and support for CAD to CAD, Enforcement Mobile, and other Enterprise Public Safety modules for public safety.
FISCAL IMPACT
The total cost for the three-year amendment is $822,754.11 and is allocated to the Police and Fire departments each fiscal year by internal service fund charges from the Information Technology Operations fund. The remaining fiscal year costs are: FY2025-26 $273,941.25 and FY2026-27 $290,377.72. The total adjustment requested to the contract is an addition of $105,089 based off the attached document, “Roseville, CA Software and Svcs Amendment 040826”, where one-time fees are coming from Police and Fire Department operational and project budgets, and the recurring maintenance and support fees are coming from the Information Technology Operations 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. This software purchase and project implementation cost meet the above criteria and are not subject to CEQA.
No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
Respectfully Submitted,
Melissa Patrick, Information Technology Program Manager
Hong Sae, Chief Information Officer
ATTACHMENTS:
1. Resolution 26-161
2. Amendment
REVIEWERS:
Melissa Patrick, Information Technology Department Created/Initiated - 4/28/2026 Jesse Ravera, Information Technology Department Approved - 4/30/2026 Hong Sae, Information Technology Department Approved - 5/5/2026 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 - 5/13/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/13/2026 Katrina Six, City Clerk Department New -
RESOLUTION NO. 26-161
APPROVING AN AMENDMENT TO THE LICENSE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND TYLER TECHNOLOGIES INC., AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Amendment to the License Agreement to add software, services and support for interfaces and exports relating to CAD to CAD, Enforcement Mobile and other Enterprise Public Safety Modules, by and between the City of Roseville and Tyler Technologies Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said amendment is hereby approved and 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 ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
A
MENDMENT
T
his amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc., a Delaware corporation with offices at 840 West Long Lake Road, Troy, MI 48098 (“Tyler”) and the City of Roseville, with offices at 1051 Junction Blvd., Roseville, CA 95678-7191 (“Client”).
W
HEREAS, Tyler and the Client are parties to a License Agreement with an effective date of November 6, 2014 (the “Agreement”); and
WH
EREAS, Tyler and Client now desire to amend the Agreement as provided herein.
N
OW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:
1. Th
e software and/or services set forth in Exhibit 1 to this Amendment are hereby added to the Agreement.
2. T
he following payment terms, as applicable, shall apply:
a. A
dditional software fees will be invoiced 100% on the Amendment Effective Date. b. Associated maintenance and support fees, prorated for a time period commencing on the Amendment Effective Date and ending at the same time as the end of the then-current annual maintenance term for previously licensed software under the Agreement, are due on the Amendment Effective Date.
Subsequent annual maintenance fees will be invoiced in accord with the then-current Support Agreement.
c. Other Annual Services: Other annual services (including subscription services) not otherwise addressed herein shall have an initial term prorated for a time period commencing on the Software Access Date and ending at the same time as the end of the then-current annual maintenance and support term under the Agreement. Such prorated fees shall be invoiced on the Software Access Date. To align with the maintenance and support term. Annual Services will renew automatically for additional one (1) year renewal terms unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Subsequent annual services fees, at Tyler’s then-current rates, are invoiced annually in advance.
d. Additional Implementation and other professional services (including training and Third Party) are billed and invoiced upon completion, at the rates set forth in the Amendment Investment Summary.
3. W
ithout limiting the terms in the Agreement, you understand and agree that the Tyler Software set forth in the Investment Summary as subscription or software as a service (“SaaS”) do not include perpetual rights. If y
ou do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement found here:
https://www.tylertech.com/terms/tyler-saas-services.
4. T
his Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
5. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Amendment as of the date of signature of the last party to sign as indicated below.
Tyler Technologies, Inc. City of Roseville, CA
By: By:
Name: Name:
Title: Title:
Date: Date:
Sherry Clark
Group General Counsel
05/11/26
Exhibit 1
Amendment Investment Summary
T
he following Amendment Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date.
R
EMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2024-507081-V5L5K8 Page 1
Quoted By: Brian Rennie
Quote Expiration: 5/31/26
Quote Name:
CAD to CAD with Central Square
Hub
Sales Quotation For: Shipping Address:
ROSEVILLE, CA CITY OF Roseville Police Department
1051 JUNCTION BLVD # B1 1051 Junction Blvd
ROSEVILLE CA 95678-7191 Roseville CA 95678-7191
Phone: +1 (916) 774-5037
Tyler Software
Description License Discount License Total
Year One
Maintenance
Enterprise Public Safety
Computer Aided Dispatch
CAD to CAD Interface $ 20,000 $ 0 $ 20,000 $ 4,200
Total $ 20,000 $ 0 $ 20,000 $ 4,200
TOTAL $ 20,000 $ 20,000 $ 4,200
Services
Description Quantity Unit Price Discount Total
Enterprise Public Safety
CAD to CAD with Central Square Hub (two-way) 1 $ 64,000 $ 0 $ 64,000 TOTAL $ 64,000
Exhibit 1
2024-507081-V5L5K8 Page 2
Summary One Time Fees Recurring Fees
Total Tyler Software $ 20,000 $ 4,200
Total Annual $ 0 $ 0
Total Tyler Services $ 64,000 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 84,000 $ 4,200
Contract Total $ 88,200
Assumptions
For additional information, please visit https://empower.tylertech.com/enterprise-public-safety-specifications.html Exhibit 1
2026-601755-V4P0D8 Page 1
Quoted By: Jeff Shaw
Quote Expiration: 12/31/26
Quote Name:
2026-601755-V4P0D8 -
Standard Citation Export
Billing Address:
ROSEVILLE, CA CITY OF
1051 JUNCTION BLVD
ROSEVILLE CA 95678-7191
Phone: +1 (916) 774-5037
Annual / SaaS
Description Fee Discount Annual
Enforcement Mobile
Subscription License Fees
Interface: PDF - Standard Citation Export $ 3,199 $ 0 $ 3,199 TOTAL $ 3,199
Services
Description Quantity Unit Price Discount Total
Enforcement Mobile
Project Management 1 $ 3,000 $ 500 $ 2,500
Brazos Misc Service 1 $ 2,500 $ 0 $ 2,500
TOTAL $ 5,000
Exhibit 1
2026-601755-V4P0D8 Page 2
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 3,199
Total Tyler Services $ 5,000 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 5,000 $ 3,199
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
The Software, Maintenance, Services and Third-Party Products, as applicable, that are itemized above, are hereby added to your existing agreement with Tyler. Fees for Software, if applicable, will be invoiced to you in full upon receipt of your signed quote. Unless otherwise stated in the Assumptions, associated maintenance and support fees shall be invoiced on a prorated basis through the end of your current term, and thereafter in a lump sum amount together with your then-current maintenance and support fees for previously licensed software. Fees for Services, Third-Party Products and/or travel, as applicable, will be invoiced as rendered or delivered. The terms and conditions of your agreement will otherwise control.
Exhibit 1
2026-601755-V4P0D8 Page 3
Annual / SaaS fees, including Third-Party Hosting, as applicable, shall be invoiced on the Effective Date, prorated for the time period commencing on such date and ending concurrently with Client's annual maintenance and support term under the Agreement. Subsequent Annual Fees will be invoiced annually in advance thereafter at our then current rates, subject to controlling payment terms, if any, under the existing agreement.
Assumptions
For additional information, please visit https://empower.tylertech.com/enterprise-public-safety-specifications.html Exhibit 1
2024-499815-D5Y4K4 Page 1
Quoted By: Kelli Kim
Quote Expiration: 12/31/26
Quote Name:
CAD Export Interface Install
Services for Axon
Sales Quotation For: Shipping Address:
City of Roseville Roseville Police Department
1051 JUNCTION B1 1051 Junction Blvd
ROSEVILLE CA 95678- Roseville CA 95678-7191
Phone: +1 (916) 774-5037
Services
Description Quantity Unit Price Discount Total
Enterprise Public Safety
CAD Export Interface Installation Fee 1 $ 2,480 $ 0 $ 2,480 TOTAL $ 2,480
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 0
Exhibit 1
2024-499815-D5Y4K4 Page 2
Total Tyler Services $ 2,480 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 2,480 $ 0
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
The Software, Maintenance, Services and Third-Party Products, as applicable, that are itemized above, are hereby added to your existing agreement with Tyler. Fees for Software, if applicable, will be invoiced to you in full upon receipt of your signed quote. Unless otherwise stated in the Assumptions, associated maintenance and support fees shall be invoiced on a prorated basis through the end of your current term, and thereafter in a lump sum amount together with your then-current maintenance and support fees for previously licensed software. Fees for Services, Third-Party Products and/or travel, as applicable, will be invoiced as rendered or delivered. The terms and conditions of your agreement will otherwise control.
Annual / SaaS fees, including Third-Party Hosting, as applicable, shall be invoiced on the Effective Date, prorated for the time period commencing on such date and ending concurrently with Client's annual maintenance and support term under the Agreement. Subsequent Annual Fees will be invoiced annually in advance thereafter at our then current rates, subject to controlling payment terms, if any, under the existing agreement.
Assumptions
For additional information, please visit https://empower.tylertech.com/enterprise-public-safety-specifications.html Exhibit 1
2024-506349-F0M2R7 Page 1
Quoted By: Kelli Kim
Quote Expiration: 12/31/26
Quote Name: SWITRS Services
Sales Quotation For:
ROSEVILLE, CA CITY OF
1051 JUNCTION BLVD
ROSEVILLE CA 95678-7191
Phone: +1 (916) 774-5037
Services
Description Quantity Unit Price Discount Total
Enterprise Public Safety
SWITRS Services 1 $ 3,720 $ 0 $ 3,720
TOTAL $ 3,720
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 0
Total Tyler Services $ 3,720 $ 0
Exhibit 1
2024-506349-F0M2R7 Page 2
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 3,720 $ 0
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
The Software, Maintenance, Services and Third-Party Products, as applicable, that are itemized above, are hereby added to your existing agreement with Tyler. Fees for Software, if applicable, will be invoiced to you in full upon receipt of your signed quote. Unless otherwise stated in the Assumptions, associated maintenance and support fees shall be invoiced on a prorated basis through the end of your current term, and thereafter in a lump sum amount together with your then-current maintenance and support fees for previously licensed software. Fees for Services, Third-Party Products and/or travel, as applicable, will be invoiced as rendered or delivered. The terms and conditions of your agreement will otherwise control.
Annual / SaaS fees, including Third-Party Hosting, as applicable, shall be invoiced on the Effective Date, prorated for the time period commencing on such date and ending concurrently with Client's annual maintenance and support term under the Agreement. Subsequent Annual Fees will be invoiced annually in advance thereafter at our then current rates, subject to controlling payment terms, if any, under the existing agreement.
Assumptions
For additional information, please visit https://empower.tylertech.com/enterprise-public-safety-specifications.html Exhibit 1
2026-585138-X9V8V2 Page 1
Quoted By: Kelli Kim
Quote Expiration: 7/1/26
Quote Name:
CAD Export Interface
Installation Services for Tablet
Command
Sales Quotation For:
ROSEVILLE, CA CITY OF
1051 JUNCTION BLVD
ROSEVILLE CA 95678-7191
Phone: +1 (916) 774-5037
Services
Description Quantity Unit Price Discount Total
Enterprise Public Safety
CAD Export Interface Installation Fee 1 $ 2,480 $ 0 $ 2,480 TOTAL $ 2,480
Summary One Time Fees Recurring Fees
Exhibit 1
2026-585138-X9V8V2 Page 2
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 0
Total Tyler Services $ 2,480 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 2,480 $ 0
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
The Software, Maintenance, Services and Third-Party Products, as applicable, that are itemized above, are hereby added to your existing agreement with Tyler. Fees for Software, if applicable, will be invoiced to you in full upon receipt of your signed quote. Unless otherwise stated in the Assumptions, associated maintenance and support fees shall be invoiced on a prorated basis through the end of your current term, and thereafter in a lump sum amount together with your then-current maintenance and support fees for previously licensed software. Fees for Services, Third-Party Products and/or travel, as applicable, will be invoiced as rendered or delivered. The terms and conditions of your agreement will otherwise control.
Annual / SaaS fees, including Third-Party Hosting, as applicable, shall be invoiced on the Effective Date, prorated for the time period commencing on such date and ending concurrently with Client's annual maintenance and support term under the Agreement. Subsequent Annual Fees will be invoiced annually in advance thereafter at our then current rates, subject to controlling payment terms, if any, under the existing agreement.
Assumptions
For additional information, please visit https://empower.tylertech.com/enterprise-public-safety-specifications.html Exhibit 1
Roseville, CA Software and Svcs Amendment
040826
Final Audit Report 2026-05-11
Created: 2026-05-11
By: Lori English ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAw253IuF2zdV0M1lq73jx05rOVMl_5AG5 "Roseville, CA Software and Svcs Amendment 040826" History Document created by Lori English ([email protected]) 2026-05-11 - 8:26:12 PM GMT- IP address: 163.116.253.40 Document emailed to Sherry Clark ([email protected]) for signature 2026-05-11 - 8:26:52 PM GMT
Email viewed by Sherry Clark ([email protected]) 2026-05-11 - 8:52:31 PM GMT- IP address: 107.116.185.122 Document e-signed by Sherry Clark ([email protected]) Signature Date: 2026-05-11 - 8:53:08 PM GMT - Time Source: server- IP address: 107.116.185.122 - Signature Appearance Selected:
MOBILE_IMAGE
Agreement completed.
2026-05-11 - 8:53:08 PM GMT
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.9
File #: 0400-04-09-1
Item ID: 2026-239
Title: Silver Spruce Drive - Segment 2B - Notice of Completion Contact: Pablo Macias 916-746-1324 [email protected]
SUMMARY
Staff recommends approval of the Notice of Completion for Silver Spruce Drive - Segment 2B as complete.
The Engineering Division has made final inspection of the project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications. This action has no impact to the City's General Fund. Construction costs were paid by the developer.
RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution accepting Silver Spruce Drive - Segment 2B, CWJ # 190991 as complete and authorizing the City Engineer to execute the Notice of Completion.
BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications.
FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund. Construction costs were paid by the developer.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Pablo Macias, Construction Inspector
Mike Isom, Development Services Director
ATTACHMENTS:
1. Resolution 26-149
2. Notice of Completion
3. Exhibit A - Vicinity Map
4. Final Maps
REVIEWERS:
Pablo Macias, Development Services Department - Engineering Division Created/Initiated - 4/28/2026 Marc Stout, Development Services Department - Engineering Division Approved - 4/30/2026 Mike Isom, Development Services Department Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/4/2026 Katrina Six, City Clerk Department Approved - 5/4/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/5/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/5/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/6/2026 Katrina Six, City Clerk Department Final Approval - 5/7/2026
RESOLUTION NO. 26-149
RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS SILVER SPRUCE DRIVE - SEGMENT 2B PROJECT, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING THE CITY ENGINEER
TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE, THEREFORE, AND
ACCEPTING A PORTION OF THE DEDICATIONS OFFERED ON THE RECORDED MAP OF THE SUBDIVISION.
BE IT RESOLVED by the Council of the City of Roseville as follows:
1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as Silver Spruce Drive – Segment 2B is hereby approved and the public work accepted.
2. A portion of the right-of-way and easements offered for dedication on the final map of Sierra Vista – Federico recorded in Book EE of Maps, Page 6, in the office of the recorder of Placer County, is hereby accepted by the City in part as said dedications relates to the improvement plan set known as Silver Spruce Drive – Segment 2B.
3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 20 , by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
CITY CLERK
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
CITY
CLERK
CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NO
TICE OF COMPLETION
N
OTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.
The direct/general contractor on said project was .
The surety on said project was
.
___________________________________
Cit
y of Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk
State of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.
___________________________________
City of Roseville
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _ ____
day of ,
20 ___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.10
File #: 0400-04-12-1
Item ID: 2026-350
Title: Sierra Vista Specific Plan Parcel WB-30 - Parcel Map Contact: Jeff Hendrix 916-774-5463 [email protected]
SUMMARY
Staff recommends approval of the Sierra Vista Specific Plan Parcel WB-30 Parcel map. Engineering has completed its review of the parcel map and found that it is in compliance with the approved tentative map.
This map will create three (3) commercial and three (3) public right-of-way lots. The actions requested have no fiscal impact on the City's General Fund.
RECOMMENDATION
It is recommended that the City Council approve the Sierra Vista Specific Plan (SVSP) Parcel WB-30 parcel map on file with the City Clerk and accept on behalf of the public, Parcels A, B, and C offered thereon.
BACKGROUND
The Development Services - Engineering section has reviewed the subject parcel map and found that it is in compliance with the Subdivision Map Act and the City's Subdivision Ordinance and all conditions of the tentative map have been met.
FISCAL IMPACT
There is no fiscal impact on the City's General Fund associated with this approval.
ENVIRONMENTAL REVIEW
Approval of the SVSP PCL WB-30 Parcel Map is an action that is subject to the California Environmental Quality Act (CEQA). Project level CEQA compliance for the WB-30 Parcel map was accomplished with preparation of the Sierra Vista Specific Plan EIR (Adopted: May 5, 2010) (SCH# 2008032017) and the Mitigated Negative Declaration (MND) and associated Mitigation Monitoring Program approved by the City of Roseville on June 6, 2012. Because the SVSP WB-30 Parcel Map is consistent with the project evaluated in the Sierra Vista Specific Plan Environmental Impact Report (EIR), no new effects would be expected to occur and all applicable mitigation measures from the Sierra Vista Specific Plan EIR will be implemented. As such, no additional CEQA action is required at this time.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Jeff Hendrix, Associate Engineer
Mike Isom, Development Services Director
ATTACHMENTS:
1. WB-30 Vicinity Map
2. WB-30 Parcel Map
REVIEWERS:
Jeff Hendrix, Development Services Department - Engineering Division Created/Initiated - 4/29/2026 Marc Stout, Development Services Department - Engineering Division Approved - 4/30/2026 Mike Isom, Development Services 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 - 5/6/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/7/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/8/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
SHEET 1 OF 2 SHEETS
THIS PARCEL MAP OF "SVSP PCL WB-30" WAS PREPARED BY ME OR UNDER MY DIRECTIONAND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF PINE ISLAND APARTMENTS, L.P. IN JANUARY, 2026. I HEREBY STATE THAT THIS PARCEL MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITIONALLY APPROVED TENTATIVE MAP, IF ANY. ALL MONUMENTS SHOWN HEREON ARE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED AND ARE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED.DATED __________________________________________________________________MICHAEL J. CHIARAP.L.S. 9058EXP. DATE: 09/30/27 FILED THIS _______ DAY OF __________________, 20___ AT____.M IN BOOK ______ OF PARCEL MAPS, AT PAGE ______, AT THE REQUEST OF MORTON & PITALO, INC.DOCUMENT NO. _________________ _________________________ RYAN RONCORECORDER OF PLACER COUNTYFEE $ ____________________ STATE OF CALIFORNIA BY ______________________________________DEPUTY
NOTARY ACKNOWLEDGMENT
SURVEYOR'S STATEMENT
I HEREBY STATE THAT I HAVE EXAMINED THIS PARCEL MAP OF "SVSP PCL WB-30" AND FIND IT TO BE SUBSTANTIALLY THE SAME AS THE TENTATIVE MAP ON FILE AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE SUBDIVISION MAP ACT AND ALL APPLICABLE CITY ORDINANCES HAVE BEEN COMPLIED WITH.DATED __________________________________________________________________MARC STOUT CITY ENGINEER, CITY OF ROSEVILLER.C.E. 69879EXP. DATE: 9/30/2026I HEREBY STATE THAT I AM SATISFIED THAT THIS PARCEL MAP OF "SVSP PCL WB-30" ISTECHNICALLY CORRECT.FOR MARC STOUT, CITY ENGINEER, CITY OF ROSEVILLEDATED __________________________________________________________________TIMOTHY G. BLAIR, P.L.S. 8278EXP. DATE: 12/31/2027
RECORDER'S STATEMENT
CITY ENGINEER'S STATEMENT
OWNER'S STATEMENT
I HEREBY STATE THAT THE CITY COUNCIL OF THE CITY OF ROSEVILLE HAS APPROVED THIS PARCEL MAP OF "SVSP PCL WB-30" AND HAS ACCEPTED, ON BEHALF OF THE PUBLIC, THE PUBLIC EASEMENTS OFFERED HEREON FOR DEDICATION, AND HAS ACCEPTED, SUBJECT TO IMPROVEMENT, THE PUBLIC RIGHTS-OF-WAY FOR PARCELS A, B AND C, OFFERED HEREON FOR DEDICATION AND HAS APPROVED THE ABANDONMENT OF THE EASEMENT AND IRREVOCABLEOFFER OF DEDICATION LISTED HEREIN, IN NOTE 3 ON SHEET 2.DATED ____________________ __________________________________________ CITY CLERK, CITY OF ROSEVILLE BY _________________________________________DEPUTY CLERK, CITY OF ROSEVILLE
CITY CLERK'S STATEMENT
LOTS 1, 2 & 3 ~ WESTBROOK - PHASES 2 & 3 ~ DD MAPS 79MORTON & PITALO, INC.APRIL 2026CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIASUBDIVISION NO. PL26-0067BEING A PORTION OF SECTION 27, T. 11 N., R. 5 E., M.D.M.
PINE ISLAND APARTMENTS, LLC, AN INDIANA LIMITED LIABILITY COMPANYBY: _______________________________PRINT NAME: _______________________PRINT TITLE: _____________________DATE: ____________________________ THE UNDERSIGNED BEING THE ONLY PERSONS HAVING ANY RECORD TITLE INTEREST IN THE LANDS SUBDIVIDED HEREON, HEREBY CONSENT TO THE PREPARATION AND RECORDATION OF THIS PARCEL MAP OF "SVSP PCL WB-30" AND OFFER FOR DEDICATION AND DO HEREBY DEDICATE AS PUBLIC RIGHT OF WAY AND PUBLIC UTILITY EASEMENT PLEASANT GROVE BOULEVARD SHOWN HEREON AND DO HEREBY DEDICATE FOR SPECIFIC PURPOSES THE FOLLOWING:THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED AS AN EASEMENT FOR PUBLIC PURPOSES:(1) PUBLIC EASEMENTS FOR THE INSTALLATION AND MAINTENANCE OF SEWER PIPES TOGETHER WITH ANY AND ALL APPURTENANCES PERTAINING THERETO, ON, OVER, UNDER AND ACROSS THOSE STRIPS OF LAND SHOWN HEREON AND DESIGNATED "PUBLIC SEWER EASEMENT".(2) PUBLIC EASEMENTS FOR THE INSTALLATION AND MAINTENANCE OF RECYCLED WATER PIPES, TOGETHER WITH ANY AND ALL APPURTENANCES PERTAINING THERETO, ON, OVER, UNDER AND ACROSS THE STRIPS OF LAND SHOWN HEREON AND DESIGNATED "R.W.E." (PUBLIC RECYCLED WATER EASEMENT).(3) PUBLIC EASEMENTS FOR THE PASSAGE OF PEDESTRIAN TRAFFIC, TOGETHER WITH ANY AND ALL APPURTENANCESPERTAINING THERETO, ON, OVER AND ACROSS THE STRIPS OF LAND SHOWN HEREON AND DESIGNATED "P.E." (PEDESTRIAN EASEMENT).THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED IN FEE FOR PUBLIC PURPOSES:(1) PARCELS A, B, AND C, AS PUBLIC RIGHT OF WAY.
PARCEL MAP
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THEIDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE ISATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.STATE OF _____________________COUNTY OF ___________________ON __________________, BEFORE ME, __________________________________,A NOTARY PUBLIC PERSONALLY APPEARED____________________________________________________WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S)WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZEDCAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THEINSTRUMENT.I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.WITNESS MY HAND AND OFFICIAL SEAL_________________________________________________ NOTARY PUBLIC, STATE OF__________________________ PRINT NAME ______________________________________MY PRINCIPAL PLACE OF BUSINESS IS ______________________ COUNTYMY COMMISSION NO. ________________________________________MY COMMISSION EXPIRES ____________________________________ SVSP PCL WB-30
NOTARY ACKNOWLEDGMENTA NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THEIDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE ISATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.STATE OF _____________________COUNTY OF ___________________ON __________________, BEFORE ME, __________________________________,A NOTARY PUBLIC PERSONALLY APPEARED____________________________________________________WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S)WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZEDCAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THEINSTRUMENT.I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.WITNESS MY HAND AND OFFICIAL SEAL_________________________________________________ NOTARY PUBLIC, STATE OF__________________________ PRINT NAME ______________________________________MY PRINCIPAL PLACE OF BUSINESS IS ______________________ COUNTYMY COMMISSION NO. ________________________________________MY COMMISSION EXPIRES ____________________________________ BENEFICIARY'S STATEMENTSTERLING BANK, AS BENEFICIARY UNDER DEEDS OF TRUST RECORDED ON AUGUST 8, 2025 AS DOCUMENT NO. 2025-0042710 PLACER COUNTY OFFICIAL RECORDS, ON AUGUST 8, 2025 AS DOCUMENT NO. 2025-0042711, ON AUGUST 18, 2025 AS DOCUMENT NO. 2025-0044285PLACER COUNTY OFFICIAL RECORDS, AND ON AUGUST 18, 2025 AS DOCUMENT NO. 2025-0044286, HEREBY CONSENTS TO THE RECORDATION OF THIS MAP AND THE SUBDIVISION OF THE LANDS SHOWN HEREON.STERLING BANKBY: _______________________________PRINT NAME: _______________________PRINT TITLE: _____________________DATE: ____________________________ Dwg: X:\2021\21-0088-00 (SVSP WB-30&31)\DWG\SRVY\WORKING\PARCEL MAP\210088-S1-PM01.DWG | Saved: 04-28-26 02:00pm MCHIARA BOOK _____ OF PARCEL MAPS, PAGE _____
.............SET 1" GALVANIZED IRON PIPE WITH ALUMINUM PLUG STAMPED L.S. 9058 .............DIMENSION POINT, NOTHING FOUND OR SET P.U.E........PUBLIC UTILITY EASEMENT
LEGEND .............FOUND MONUMENT AS DESCRIBED HEREON .............FOUND COPPERWELD SURVEY MONUMENT IN MONUMENT WELL PER (1) BASIS OF BEARINGSTHE MERIDIAN OF THIS SURVEY IS THE CENTERLINE OF PLEASANT GROVE BOULEVARD,SHOWN ON THAT CERTAIN FINAL MAP ENTITLED, "WESTBROOK - PHASES 2 & 3" FILED INBOOK DD OF MAPS, PAGE 79, PLACER COUNTY RECORDS, THE BEARING OF WHICH ISSHOWN AS N89°07'43"E AND WAS BASED ON MONUMENTS SHOWN HEREON AS FOUND.
S.E...........SEWER EASEMENTR.O.W.......RIGHT OF WAY(1)............RECORD PER DD MAPS 79 .............SET 1-1/2" BRASS DISC STAMPED L.S. 9058R.W.E.......RECYCLED WATER EASEMENT1. THE TOTAL AREA OF THIS SUBDIVISION IS 20.742 ACRES, CONSISTING OF THREENUMBERED PARCELS AND TWO LETTERED PARCELS.2. A DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONSHAS BEEN RECORDED AS INSTRUMENT NO. ____________________, OFFICIALRECORDS OF PLACER COUNTY.3. PURSUANT TO SECTION 66499.20.2 OF THE GOVERNMENT CODE, THE LANDSSHOWN HEREON ARE HEREBY MERGED AND RESUBDIVIDED, AND THE FOLLOWINGEASEMENT AND IRREVOCABLE OFFER OF DEDICATION ARE HEREBY ABANDONED:(A)THAT CERTAIN PUBLIC ACCESS EASEMENT SHOWN ALONG THE EASTERLYLINE OF LOT 1, AS SAID LOT IS SHOWN AND SO DESIGNATED ON THATCERTAIN FINAL MAP FILED IN BOOK DD OF MAPS, PAGE 79, PLACER COUNTYRECORDS.(B)THAT CERTAIN IRREVOCABLE DEDICATION IN FEE FOR PUBLIC PARKPURPOSES OVER LOT 2, AS SAID LOT IS SHOWN AND SO DESIGNATED ONTHAT CERTAIN FINAL MAP FILED IN BOOK DD OF MAPS, PAGE 79, PLACERCOUNTY RECORDS.
NOTES
N89°07'43"E(1) 2293.23'(1)(CALC)1000.00'(1) CALC........CALCULATED FROM RECORD
1263.23'(1)973.71'(1)1319.52'(1)
N00°35'16"W(1) 772.88'(1)S A N T U C C I B O U L E V A R D
P L E A S A N T G R O V E B O U L E V A R D PARCEL 1
PARCEL 2PARCEL 3
PARCEL APARCEL BDAYLIGHTDRIVE
61.00'(1)40.00'(1)50.00'(1)N73°14'35"E(1) 161.61'(1)N89°44'41"E(1)75.51'(1)N64°58'29"W(1)95.30'(1)61.92'(1)N74°46'52"W(1)N62°09'41"E(1)83.20'(1)N67°23'18"W(1)57.49'(1)N89°36'45"W(1) 210.85'(1)N42°30'43"W(1)27.63'(1)N78°29'41"W(1)87.21'(1)N77°30'39"E(1)47.27'(1)N59°12'30"E(1)55.89'(1)N63°53'17"W(1) 122.23'(1)N89°25'21"E(1) 147.28'(1) N00°34'39"W(1) 911.80' 202.99'
670.81'(1)
38.00'(1)N89°07'43"E(1) 730.21'(1)60.01'318.81'51.49'299.90'105.46'24.56'N89°43'32"W(1) 130.02'(1)N84°58'18"W(1) 120.64'(1)N89°07'43"E(1) 223.33'(1)R=50'(1)Δ=90°17'00"(1) L=78.79'(1)N45°43'46"W(1) 70.89'(1)N08°52'28"E(1)N00°35'16"W(1)N10°03'01"W(1) 60.83'(1)N01°32'34"W(1) 280.02'(1) N00°35'16"W(1) 149.33'(1)
120.00'(1)60.83'(1)
N89°25'21"E59.28'N00°34'39"WN89°25'21"E 354.78'N89°25'21"E 170.00'273.56' N00°34'39"W 446.44'
17.91'44.01'
N89°07'43"E115.95'(OA)N86°02'54"W 120.20'N82°56'40"E 89.25'N81°11'21"W 58.88'N89°09'00"E 140.69'N84°23'21"E 120.50' N00°35'16"W(1) 614.38'(1)N45°43'46"W(1)98.75'(1)N89°07'43"E(1) 1148.54'(1)(CALC)50.00' 620.81'
2.805 ACRES ±
11.747 ACRES ±6.035 ACRES±
100' DRAINAGE EASEMENTPER DD MAPS 79
2,282 S.F.±2,241 S.F.±
P.U.E.PER DD MAPS 79
P.U.E.PER DD MAPS 7965.90'
C 34' PUBLICSEWER EASEMENTL 50' P.U.E.PER DD MAPS 7981.65'N89°07'43"EN00°34'39"W6.00'39.89' 20X20 BUS SHELTER EASEMENTPER DD MAPS 79
39.56'53(1) 38'(1) 38'(1)65.67'(1)75.67'(1)65.67' (61')(1) 61'(1)
664.77'402.12'
400.54'
90.00'(1)(CALC)
LOT AN82°56'40"EN89°07'43"E114.63'115.95'(OA)89.25'1.32'39.89'N00°34'39"W 446.44'PARCEL 1PARCEL 2SEE DETAILNOT TO SCALE FOUND IRON PIPE WITHPLASTIC CAP STAMPED "L.S. 4533"N89°24'44"E(1) 151.00'(1) 371.10'
243.28'30.22'29.07'
MONUMENT PER DD MAPS 79 & GG MAPS 24SEARCHED FOR, NOT FOUND N00°34'39"W 275.56'2.00'SEE DETAILN.T.S.2.00'273.56'N00°34'39"W 275.56'N89°25'21"E170.00'N89°25'21"E354.78'PARCEL 2PARCEL 3PARCEL 1
6.00'81.65'6' PUBLIC RECYCLEDWATER EASEMENT
17'17'
17'17'C 34' PUBLICSEWER EASEMENTL
N00°34'39"W 147.34'N89°25'53"E92.56'N00°34'39"W 272.18' N89°25'21"E 176.53'34.42'54.43'N00°41'01"W311.18'43.60'33.71'87.85'(OVERALL)PARCEL C2,225 S.F.±
76.39'203.62'
142.11'N06°35'28"W86.05'
N01°09'27"W 140.00'10.51'109.83'N02°44'47"E120.34'(OVERALL) SEE DETAILN.T.S.PARCEL 2BOULEVARDSANTUCCIN00°35'16"W(1)149.33'(1)PARCEL B7.22' P.E...........PEDESTRIAN EASEMENT
PEDESTRIAN EASEMENT
PEDESTRIAN EASEMENTPEDESTRIAN EASEMENT
Dwg: X:\2021\21-0088-00 (SVSP WB-30&31)\DWG\SRVY\WORKING\PARCEL MAP\210088-S1-PM02.DWG | Saved: 04-28-26 01:57pm MCHIARA BOOK _____ OF PARCEL MAPS, PAGE _____
LOTS 1, 2 & 3 ~ WESTBROOK - PHASES 2 & 3 ~ DD MAPS 79MORTON & PITALO, INC.APRIL 2026 SCALE: 1"=80'CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIABEING A PORTION OF SECTION 27, T. 11 N., R. 5 E., M.D.M.SHEET 2 OF 2 SHEETS GRAPHIC SCALE1 in = 80 ft0'40'80'80'160'
SUBDIVISION NO. PL26-0067PARCEL MAPSVSP PCL WB-30
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.11
File #: 0400-04-09-01 &
0900-04-02
Item ID: 2026-359
Title: West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening - Reimbursement Agreement
Contact: Matt Todd 916-774-5562 [email protected]
SUMMARY
Staff recommends approval of a Reimbursement Agreement with JEN California 15 LLC in the amount of $5,493,744 to construct West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening.
Funding is included in the Developer Reimbursement Account of the Traffic Mitigation Fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Reimbursement Agreement with JEN California 15 LLC for West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening and authorize the City Manager to execute it on behalf of the City of Roseville.
BACKGROUND
In February 2004, the City adopted the West Roseville Specific Plan and associated Development Agreements. The agreements and specific plan obligate the developers of the West Roseville Specific Plan to construct the infrastructure needed to support the plan area, including the construction of Blue Oaks Boulevard within the plan area. Additionally, any planned roadway improvements constructed in excess of the developer's obligation are subject to reimbursement through the City's Traffic Mitigation Fund.
JEN California 15 LLC is the owner of the third phase of the Fiddyment Ranch portion of the West Roseville Specific Plan, and will be widening the north half of Blue Oaks Boulevard between Fiddyment Road and Hayden Parkway. A portion of the widening improvements are in excess of the developer's obligation, and JEN California 15 LLC is requesting to enter into a reimbursement agreement with the City in the amount of $5,493,744. The reimbursement is funded through the City's Traffic Mitigation Fund, specifically from the Developer Reimbursement Account, and will have no impact to the City's General Fund.
FISCAL IMPACT
The actions requested as part of this item will have no impact to the City's General Fund. This project request is funded through the Traffic Mitigation Fund collected over time and specifically from the Developer Reimbursement Account.
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 reimbursement agreement for WRSP Fiddyment Ranch Blue Oaks Boulevard Widening meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Matt Todd, Principal Engineer
Mike Isom, Development Services Director
ATTACHMENTS:
1. Resolution 26-152
2. Reimbursement Agreement
3. Site Map
REVIEWERS:
Matt Todd, Development Services Department - Engineering Division Created/Initiated - 4/28/2026 Marc Stout, Development Services Department - Engineering Division Approved - 4/30/2026 Mike Isom, Development Services Department Approved - 4/30/2026 Kelly Aye, City Attorney Department Approved - 5/5/2026 Katrina Six, City Clerk Department Approved - 5/5/2026
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. 26-152
APPROVING A REIMBURSEMENT AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND JEN CALIFORNIA 15 LLC, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Reimbursement Agreement for the West Roseville Specific Plan Fiddyment Ranch Blue Oaks Boulevard Widening project, by and between the City of Roseville and JEN California 15 LLC, has been reviewed by the City Council.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Reimbursement Agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville; and
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
FIDDYMENT RANCH
BLUI! OAKS BOULl!VARD NORTH HALF IIIPROVl!■l!NTS
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CITY OF ROSEVILLE, CALIFORNIA
SEPTEMBER 4, 2025
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NOT TO SCALE
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LEGEND
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50 ROSEVILLE, CA 95661
TEL 916.341.7760
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FIDDYMENT RANCH
EXHIBIT A: SITE MAP
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.12
File #: 0800-05
Item ID: 2026-318
Title: Citywide East Site Radio Communications Tower - Notice of Completion Contact: James Kremko 916-774-5741 [email protected]
SUMMARY
Staff recommends approval of the Notice of Completion for the Citywide East Site Radio Communication Tower Construction Project. The total cost of the construction contract with SLC, Inc was in the amount of $925,028.00 with an additional 15% contingency of $138,754.20, of which $138,534.00 was used. Funding for this project was included in the IT Replacement Fund, Public Facilities Fund, and Strategic Improvement Fund. No General Fund resources were used for the project.
RECOMMENDATION
Staff recommends that the City Council accept the construction project work known as the Citywide East Site Radio Communication Tower project as complete, adopt a resolution authorizing the Public Works Director execute the Notice of Completion, and authorize the release of the 5% project construction retention funds.
BACKGROUND
On August 21, 2024, the City Council approved a contract to award the Citywide East Site Radio Communications Tower Project to SLC, Inc. for $925,028 for the construction of a 180-foot radio communications tower, placement of a pre-manufactured equipment enclosure, backup generator with propane tank, security cameras and lighting, perimeter chain link fencing, and an access road.
Construction, including punch list and building permit closures, was completed on March 26th, 2026.
FISCAL IMPACT
The total construction cost for the project was $925,028.00 with an additional 15% contingency of $138,754.20, of which $138,534.00 was used. The total payments made to date to SLC, Inc. is $1,010,935.90 with $52,626.10 due as a 5% withheld retention now being recommended for release. No additional funding beyond the contingency is being requested to cover the contract costs with SLC, Inc. The approved project budget has sufficient funds. Funding for the project was provided by the IT Replacement Fund, Public Facilities Fund, and Strategic Improvement Fund. No General Fund resources were used for the project.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
James Kremko, Public Works Manager
Jason Shykowski, Public Works Director
ATTACHMENTS:
1. Resolution 26-148
2. EXHIBIT A - Location Map
3. Notice of Completion
4. Bonds
REVIEWERS:
Andre Baranov, Public Works Department - Facilities Created/Initiated - 4/16/2026 James Kremko, Public Works Department - Facilities Approved - 4/20/2026 Stefanie Kemen, Public Works Department - Administration Division Approved - 4/21/2026 Kelly Aye, City Attorney Department Approved - 4/21/2026 Katrina Six, City Clerk Department Approved - 4/30/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/11/2026 Dominick Casey, City Clerk Department Approved - 5/12/2026 Katrina Six, City Clerk Department Final Approval - 5/12/2026
RESOLUTION NO. 26-148
ACCEPTING THE PUBLIC WORK KNOWN AS THE CITYWIDE EAST SITE RADIO COMMUNICATION TOWER PROJECT, APPROVING THE “NOTICE OF COMPLETION”,
AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE SAID NOTICE ON
BEHALF OF THE CITY OF ROSEVILLE
BE IT RESOLVED by the City Council of the City of Roseville as follows:
1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as the Citywide East Site Radio Communications Project, has been approved and the public work accepted.
2. The Public Works Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.
3. The 5% project construction retention funds is hereby authorized to be released.
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
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
CITY
CLERK
CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.
The direct/general contractor on said project was .
The surety on said project was
.
___________________________________
City o
f Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk
S
tate of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.
___________________________________
C
ity of Roseville
St
ate of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of , 20__ _,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________ ________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.13
File #: 0203-13 & 0201-01
Item ID: 2026-258
Title: Society for the Prevention of Cruelty to Animals Heating, Ventilation, and Air Conditioning Replacement - Contract Purchase Agreement and Budget Adjustment Contact: Rebecca McCoy 916-746-5706 [email protected]
SUMMARY
Staff recommends approval of a contract purchase agreement with B&M Civil, LLC dba B&M Builders in the amount of $140,783 for the Society for the Prevention of Cruelty to Animals (SPCA) Heating, Ventilation, and Air Conditioning (HVAC) Replacement project. Additionally, staff is requesting a budget adjustment of $56,500 to increase the Placer SPCA HVAC Replacement project budget from available resources in the Facility Rehabilitation Fund. This project is funded by the General Fund through the Facilities Rehabilitation Fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Contract Purchase Agreement (3005222) with B&M Civil, LLC dba B&M Builders for the Society for the Prevention of Cruelty to Animals Heating, Ventilation, and Air Conditioning Replacement project, and authorize the City Manager to execute the agreement on behalf of the City of Roseville. Additionally, staff is recommending that the City Council adopt an ordinance to approve a budget adjustment of $56,500 to increase the project budget from available resources in the Facility Rehabilitation Fund.
BACKGROUND
The Placer SPCA facility, located at 150 Corporation Yard Road, Roseville, CA 95678, serves as a vital community resource dedicated to the welfare of animals throughout Placer County. As the County’s primary animal care and adoption center, the facility plays a crucial role in sheltering, rehabilitating, and re-homing thousands of companion animals each year.
The SPCA provides a wide range of services, including animal intake and sheltering, veterinary care, spay/neuter programs, pet adoption, behavior and training support, and community outreach. The organization also runs humane education initiatives, pet retention programs, and works closely with local agencies during animal rescues and emergency response efforts. The facility is staffed by trained animal care professionals and supported by a robust volunteer network.
To maintain a safe, healthy, and comfortable environment for both animals and staff, reliable climate control is essential. The existing rooftop Heating, Ventilation, and Air Conditioning (HVAC) units, (MAU-7, AC-3, & AC-6) have reached the end of their operational life, resulting in inconsistent performance and increased maintenance costs. This project aims to replace three rooftop HVAC systems to improve energy efficiency, ensure adequate ventilation, and maintain optimal temperature and air quality conditions necessary for animal health, disease control, and staff comfort.
In November 2025, staff released Request for Proposals #01-089 soliciting bids for the work. Three (3)
bidders responded:
Bidder Lump Sum Total
B&M Civil, LLC $140,783
Rancho Cordova, CA
Belz $195,548 Orangevale, CA
Grand Construction $275,000
Elk Grove, CA
B&M Civil, LLC was the lowest responsive bidder at $140,783. Staff is recommending approval of a Contract Purchase Agreement with B&M Civil, LLC dba B&M Builders.
The recommended budget adjustment is necessary because bids came in higher than anticipated due to increases in materials and labor costs.
FISCAL IMPACT
The current project budget is $124,000. With the recommended budget adjustment of $56,500, the revised project budget will be $180,500. Funding is from the General Fund through the Facility Rehabilitation Fund.
ENVIRONMENTAL REVIEW
The proposed project involves the repair 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
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
5. Support community engagement and advocacy
6. Deliver exceptional City services
Respectfully Submitted,
Rebecca McCoy, Project Coordinator
Jason Shykowski, Public Works Director
ATTACHMENTS:
1. Resolution 26-151
2. Contract Purchase Agreement
3. Ordinance 7072
4. Class 1 CEQA Exemption
5. RFP 01-089 Master Score Sheet
6. Notice of Intent to Award
7. Intent to Award Notification RFP 01-089 B&M Civil, LLC
REVIEWERS:
Rebecca McCoy, Public Works Department - Facilities Created/Initiated - 4/16/2026 James Kremko, Public Works Department - Facilities Approved - 4/20/2026 Stefanie Kemen, Public Works Department - Administration Division Approved - 4/21/2026 Kelly Aye, City Attorney Department Approved - 5/4/2026 Katrina Six, City Clerk Department Approved - 5/5/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/7/2026 Katrina Six, City Clerk Department Final Approval - 5/7/2026
RESOLUTION NO. 26-151
APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY
OF ROSEVILLE AND B&M CIVIL, LLC, DBA B&M BUILDERS, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Contract Purchase Agreement (3005222) for the Society for the Prevention of Cruelty to Animals Heating, Ventilation, and Air Conditioning Replacement project, by and between the City of Roseville and B&M Civil, LLC, dba B&M Builders, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
ORDINANCE NO. 7072
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 Society for the Prevention of Cruelty to Animals Heating, Ventilation, and air Condition replacement 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
4065 5433 84001 500485 56,500 Increase project 500485 budget
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 56,500
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 56,500
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
4065 3601 00000 000000 (56,500) Decrease Facility Rehabilitation Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (56,500)
Justification for Budget Adjustment:
The Public Works Department is requesting a budget adjustment of $56,500 to increase the Placer SPCA Heating, Ventilation, and Air Conditioning Replacement (500485) budget from available resources in the Facility Rehabilitation Fund balance.
Additional funding is required due to construction bids coming in higher than originally anticipated.
The current project budget is $124,000. With this adjustment, the revised project budget will total $180,500. 2025-26
Rebecca McCoy, Project Coordinator
Daniel Leonardich, Management Analyst II
Public Works, Facilities Services Division
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: RFP 01-89 SPCA HVAC Replacement and Budget Adjustment
Project Location(s): 150 Corporation Yard Road (APN 011-010-006), Roseville, CA 95678.
Project Description: This project would approve a resolution to authorize a contract purchase agreement to replace the t hree Heating, Ventilation, and Air Conditioning (HVAC) units at the Placer SPCA facility located at 150 Corporation Y ard Road to ensure a safe, healthy, and comfortable environment for animals, staff, and visitors to the facility. The existing HVAC units have reached their operational end of life, resulting in inconsistent performance and increased maintenance costs. The new HVAC will not result in any expansion of use.
Public Agency Approving Project: Roseville City Council
Agency/Individual Carrying Out Project: City of Roseville Public Works Department
Reason why this Project is Exempt: This project qualifies for a Class 1 E xemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 consists of the…repair…of existing publi c…structures, facilities, [or] mechanical equipment…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…”
The project is confined to within the existing Placer SPCA facility and would not result in expansion of use. No environmentally sensitive resources are located within or adjacent to the property; therefore the Class 1 exemption is applicable to the proposed project.
Lead Agency Contact Person: Rebecca McCoy, 2005 Hilltop Circle, Ste. 150, Roseville, CA 95678. (916) 241-6471.
Signature: Date: 3/24/2026
Jessica Lynch, Environmental Coordinator, City of
Roseville
Department: Facilities
Date: 2/5/2026
RFP No. 01-089
for
SPCA HVAC Replacement Project
Ranking Company Name
Experience & Qualifications
(Average)
Understanding the
Project (Average)
Proposed Cost
(Average)
Demonstrated
history of
completing similar
projects. (Average) Score
1 Belz 18 15 19 4 57
2 B&M 26 29 30 8 93
3 Grand Construction 16 26 15 5 62
Date:
To:
Public Works Department
2005 Hilltop Circle
Roseville, CA 95747
NOTICE OF INTENT TO AWARD
April 21, 2026
All Bidders concerning RFP 01-089 - SPCA HVAC Replacement F
rom: Public Works – Facility Services
S
ubject: Notice of Intent to Award
For RFP 01-089 – SPCA HVAC Replacement, pending City Council approval, staff recommends awarding a contract to B&M Civil, LLC.
To inquire about the recommended award, please write to:
City of Roseville
Public Works – Facility Services
Attn: Rebecca McCoy - Project Coordinator
2005 Hilltop Circle
Roseville, CA 95747
3 11 Vernon Street
Roseville, CA 95678
NOTICE OF INTENT TO AWARD
To:
From:
Subject:
All bidders concerning RFP 01-089 Placer SPCA HVAC
Replacement project
Public Works, Rebecca McCoy, Project Coordinator
Notice of Intent to Award
For RFP 01-089 Placer SPCA HVAC Replacement project, pending City Council approval, the City recommends awarding a contract to B&M Civil, LLC .
To inquire about the recommended award, please email Public Works, Rebecca McCoy, Project Coordinator at [email protected].
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.14
File #: 0900-04-03 & 0201-
01 Item ID: 2026-344
Title: Westbrook Boulevard Signal Installation Project - Award of Construction Agreement and Budget Adjustment
Contact: Brian Gulewich 916-746-1376 [email protected]
SUMMARY
Staff recommends approval of a construction agreement with May-Han Electric, Inc. dba M&M Electric in the amount of $1,717,883.50 for the Westbrook Boulevard Signal Installation Project, along with the associated budget adjustment and a 10% construction change order authority. The scope of this project includes the signalization of five (5) intersections along Westbrook Boulevard. The traffic signals are located at the intersections of Solaire Drive, Earl Rush Drive, Nicole Gee Drive, Vista Grande Boulevard, and Sierra Village Drive with Westbrook Boulevard. The budget adjustment will increase project funding for the Traffic Mitigiation Fund by $600,000 for a total budget of $2,950,000. No General Fund resources will be used for this project.
RECOMMENDATION
Staff recommends that the City Council:
1. Award the Westbrook Boulevard Signal Installation Project to the low bidder, May-Han Electric, Inc. dba M&M Electric and adopt a resolution authorizing the City Manager to execute the agreement on behalf of the City of Roseville; and
2. Authorize the City Manager or his designee to approve change orders for the Project, consistent with contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount; and
3. Adopt an ordinance to approve a budget adjustment in the amount of a $600,000 increase to the project from the Traffic Mitigation Fund.
BACKGROUND
West Roseville has undergone rapid development over the past 5-10 years. In addition to thousands of new housing units, there are several large retail centers, schools, and a regional soccer complex that have opened and/or will be opening within the next few years. In response to the rapid pace of development in the area, staff have prioritized the signalization of the intersections along Westbrook Boulevard from Solaire Drive to Sierra Village Drive. The intersections along Westbrook Boulevard slated for signalization are Solaire Drive, Earl Rush Drive, Nicole Gee Drive, Vista Grande Boulevard, and Sierra Village Drive. With the recent completion of the signalized intersections at the Placer Valley Soccer Complex and Blue Oaks Boulevard, this project will create a fully signalized corridor from Baseline Road to Blue Oaks Boulevard.
At the March 18, 2026, meeting, the Council approved the plans and specifications for the project and authorized Staff to call for bids. Bids were opened on April 14, 2026, and a total of three bids were received. The following is a summary of the engineer's estimate and the received bids:
Tabulated Bid Result Summary
Bidder Amount
M&M Electric $ 1,717,883.50
St. Francis Electric, LLC $ 1,837,700.00
Pacific Excavation, Inc. $ 1,871,566.00
Engineer's Estimate $ 2,292,780.00
Construction is expected to occur in summer 2026 with completion in fall 2026. Temporary lane closures will be required at times to support construction activities; however, all roads will remain open throughout the project. Work will take place on business days between 7:00 AM and 5:00 PM.
PUBLIC OUTREACH
Public Works staff will work closely with the Public Affairs and Communications team to keep the community and stakeholders informed of the project and its impacts. Notifications will be distributed to residents and schools and include, but are not limited to, door hangers, mailers, email newsletters, and social media updates.
FISCAL IMPACT
The requested budget adjustment of $600,000 will increase the Westbrook Boulevard Signal Installation Project budget from available resources in the Traffic Mitigation Fund. The existing project budget is $2.35M, of which approximately $350,000 has been spent on the design phase. The budget adjustment will increase the project budget to $2.95M. Construction of the project includes the agreement with the contractor, change order authority, purchase of city-supplied traffic signal equipment, construction management and inspection, and staff time.
ENVIRONMENTAL REVIEW
Development of the Westbrook Boulevard Signal Installation Project was previously evaluated in the Sierra Vista Specific Plan EIR (May 10, 2010 and SCH No. 20080321115), and identified in the associated Sierra Vista Specific Plan. The Westbrook Boulevard Signal Installation Project is within the scope of the project covered by the Sierra Vista Specific Plan EIR. As discussed in the Specific Plan EIR, the EIR provides environmental analyses of community infrastructure and facilities, including parks, pedestrian bridges, and bike trails, to the extent applicable. Because the project is consistent with the Sierra Vista Specific Plan EIR and Specific Plan, no new effects would be expected to occur and all applicable mitigation measures from the Sierra Vista Specific Plan EIR will be implemented during the design and construction of the Westbrook Boulevard Signal Installation Project. Because the proposed project meets the requirements identified in Section 15183 of the State CEQA Guidelines, no additional CEQA review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Brian Gulewich, Assistant Engineer
Jason Shykowski, Public Works Director
ATTACHMENTS:
1. Location Map
2. Resolution 26-156
3. Agreement
4. M & M Electric Bid
5. Ordinance 7073
6. Bid Result Summary
REVIEWERS:
Brian Gulewich, Public Works Department - Engineering - City Projects Created/Initiated - 4/21/2026 Jesse Khatkar, Public Works Department - Engineering - City Projects Approved - 4/28/2026 Noah Siviglia, Public Works Department - Engineering - City Projects Approved - 4/29/2026 Stefanie Kemen, Public Works Department - Administration Division Approved - 4/29/2026 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 - 5/7/2026 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. 26-156
APPROVING AN AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND MAY-HAN ELECTRIC, INC. DBA M&M ELECTRIC, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for the Westbrook Boulevard Signal Installation Project, by and between the City of Roseville and May-Han Electric, Inc. dba M&M Electric, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED by the City Council of the City of Roseville that the City Manager or his designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
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
ORDINANCE NO. 7073
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 Westbrook Boulevard Signal Installation 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
3151 6587 84001 500495 490,000 Increase Capital Outlay budget for the Westbrook Boulevard Signal Installation project
3151 5080 84001 500495 110,000 Increase Internal Labor budget for the Westbrook Boulevard Signal Installation project
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 600,000
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 600,000
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3151 3601 00000 000000 (600,000) Decrease Traffic Mitigation Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (600,000)
Justification for Budget Adjustment:
The Public Works Department is requesting a budget adjustment of $600,000 to increase the Westbrook Boulevard Signal Installation Project (500495) budget from available resources in the Traffic Mitigation fund.
Additional funding is requested to cover construction costs, construction management, and staff costs to complete the project.
The current project budget is $2,350,000. With this adjustment, the revised project budget will total $2,950,000. 2025-26
Brian Gulewich, Assistant Engineer
Brian Gulewich, Assistant Engineer
Public Works Engineering
Westbrook Boulevard Signal Installation Project
City Project Number - 500495
Bid Opening - April 14, 2026
Apparent Low Bidder - M&M Electric
Bidder's Name Total
M&M Electric 1,717,883.50$
St. Francis Electric, LLC 1,837,700.00$
Pacific Excavation, Inc. 1,871,566.00$
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.15
File #: 0900-04-01
Item ID: 2026-384
Title: Road Resurfacing and Maintenance Funding - Purchase Order Increase Contact: James Shelton 916-746-1192 [email protected]
SUMMARY
Staff recommends approval of an increase to the existing purchase order with Granite Construction Company Inc. in the amount of $58,500, to a total not-to-exceed amount of $133,499. This spending limit increase will provide the Public Works Street Maintenance Division the flexibility needed to complete ongoing roadway rehabilitation work in the current fiscal year including resurfacing project preparation, and repairs to emerging pavement failures and localized base deterioration. Funding for the increase is from the Highway Users Tax Fund and Traffic Safety funds already budgeted within operations budgets. No General Fund resources will be used.
RECOMMENDATION
Staff recommends that the City Council approve the purchase order increase with Granite Construction Company Inc. for road resurfacing and maintenance.
BACKGROUND
The Public Works Street Maintenance Division uses Granite Construction Company Inc. for the purchase of materials to complete a variety of roadway repairs and resurfacing preparation work through an Annual Purchase Order in the amount of $74,999. An increased amount of resurfacing preparation work has been performed by the Division this Fiscal Year, and a spending limit increase is needed to complete the ongoing roadway rehabilitation work. In addition, Street Maintenance may require additional materials to address emerging pavement failures and localized base deterioration prior to the end of the current Fiscal Year.
FISCAL IMPACT
The recommended increase from $74,999 to $133,499 will be funded from the Highway Users Tax Fund and the Traffic Safety funds already budgeted in FY2025-26 operations budgets. No General Fund resources will be used.
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 increased spending request meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
James Shelton, Project Coordinator
Jason Shykowski, Public Works Director
ATTACHMENTS:
1. Purchase Order 9023061_2
2. Sole Source Form
REVIEWERS:
James Shelton, Public Works Department - Street Maintenance Created/Initiated - 4/29/2026 Christopher Tamez, Public Works Department - Street Maintenance Approved - 4/29/2026 Stefanie Kemen, Public Works Department - Administration Division Approved - 4/30/2026 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 - 5/7/2026 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
Purchase Order 9023061, Change Order 2
Supplier Details:
Company Granite Construction Company Inc
Contact
Address PO Box 15287
Sacramento, CA 95851
Submit your response to:
Company City of Roseville
Contact James Paige
Address Purchasing Division
311 Vernon Street
Roseville, CA 95678
Phone (916) 746-1103
Fax (916) 746-1115
E-mail [email protected]
This amendment supersedes the agreement 9023061 and all its prior modifications.
Adding Line 2 to pay invoices
This purchase order between City of Roseville and Granite Construction Company Inc is a binding agreement. The parties hereto have read and understand the agreement.
The Supplier, named hereon by acceptance of this order agrees to the provisions at www.roseville.ca.us/potermsandconditions unless other terms have been expressly agreed to in writing and signed by the City of Roseville. 1
Purchase Order 9023061 Change Order 2
Order 9023061
Order Date 30-JUL-2025
Change Order 2
Change Order Date 11-MAR-2026
Revision 1
Ordered 74,999.00 USD
Sold To City of Roseville
311 Vernon St
Roseville, CA 95678
Supplier Granite Construction Company Inc
PO Box 15287
Sacramento, CA 95851
Phone
Fax
Email
Bill To City of Roseville
Accounts Payable
311 Vernon St
Finance - 1st Floor
Roseville, CA 95678
Placer
UNITED STATES
Phone: (916) 774-5488
Fax: (916) 784-3796
Email: [email protected]
Ship To 2005 Hilltop Cir
Corp Yard - Streets Maintenance - Suite 120
Roseville, CA 95747
Placer
UNITED STATES
Notes
Customer Account # Supplier Number Payment Terms Freight Terms FOB Shipping Method 10244 Net 30 Freight on Board at the
destination
Destination Best Method
Confirm To Deliver To Contact
James Paige
"Chacho" Victor Nieves Phone (916) 746-1103
Line Item Description Unit Price Quantity UOM Extended Price Tax 1 Open annual PO for
the period of 7/1/25
through 6/30/26 for the
PW-Street Maint Div at
the City of Roseville
for the purchase of
asphalt and rock
material. Only this
division is allowed to
use this PO number.
1.00 10,000 DOLLAR 10,000.00 0.00
Notes City will not honor invoices for material which has been requested or signed by anyone other than the individuals listed below: Chris Tamez, Victor "Chacho" Nieves, Jeff Welchman, Cory 2
Purchase Order 9023061 Change Order 2
Line Item Description Unit Price Quantity UOM Extended Price Tax Queipo, Robert Garland, Brandon Murphy, Andrew Tharp, John Schwartz, Jesus Rivera, Mark Truscott, Isiah Galvan, Sean Banks, David Cardoza, Mike Jones, Robert Harlow, Matt Azulay, Bonni Warfield
Requested
6/30/26
Requested Date corresponds to the date of arrival at the Ship-to Location. 2 Open annual PO for
the period of 7/1/25
through 6/30/26 for the
PW-Street Maint Div at
the City of Roseville
for the purchase of
asphalt and rock
material. Only this
division is allowed to
use this PO number.
1.00 64,999 DOLLAR 64,999.00 0.00
Notes City will not honor invoices for material which has been requested or signed by anyone other than the individuals listed below: Chris Tamez, Victor "Chacho" Nieves, Jeff Welchman, Cory Queipo, Robert Garland, Brandon Murphy, Andrew Tharp, John Schwartz, Jesus Rivera, Mark Truscott, Isiah Galvan, Sean Banks, David Cardoza, Mike Jones, Robert Harlow, Matt Azulay, Bonni Warfield
Requested
6/30/26
Requested Date corresponds to the date of arrival at the Ship-to Location.
Sub Total 74,999.00 0.00
Grand Total 74,999.00
By:
James Paige
Administrative Technician
If required, S.D.S must be enclosed with packing slip.
The Supplier, named hereon by acceptance of this order agrees to the provisions at www.roseville.ca.us/potermsandconditions unless other terms have been expressly agreed to in writing and signed by the City of Roseville.
3
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.16
File #: 0704-02
Item ID: 2026-354
Title: Agricultural License To Farm Rice - Agreement
Contact: Eric Dexter 916-746-1769 [email protected]
SUMMARY
Staff recommends approval of an Agricultural License to farm rice with Auburn Ravine Ranch Inc. and B & B Livestock for farming on a portion of the Al Johnson Wildlife property. Staff additionally requests authority for the City Manager or his designee to execute two (2) additional two (2) year renewals without further City Council approval. This agreement will generate revenue of $62,220 annually.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve the Agricultural Agreement to Farm Rice with Auburn Ravine Ranch, Inc. and B & B Livestock and authorize the City Manager to execute it on behalf of the City of Roseville.
Staff further recommends authorization for the City Manager, or his designee, the authority to execute two (2) additional two (2) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with the same vendors is not in the best interest of the City.
BACKGROUND
The City owns approximately 407.3 acres of agricultural property located at 8100 Phillip Road in Placer County, within the Al Johnson Wildlife Area. The property was acquired in 2003 as part of assembling multiple parcels for the future Pleasant Grove Retention Basin Flood Control Project. Until the retention basin is completed, the City has continued to support agricultural use of the property through license agreements with local operators.
In 2009, the City entered into an agricultural license agreement with Auburn Ravine Ranch, Inc. and B & B Livestock for the farming and maintenance of the site. The agreement included approximately 248.8 acres of rice land and 123.34 acres of dry crop land. The dry land may be used for crop production or grazing and is disked annually following harvest or grazing activities. With the expiration of the previous agreement, the City issued a Request for Proposals (RFP) to continue agricultural operations on the property. Auburn Ravine Ranch, Inc. and B & B Livestock were selected to continue farming operations, including rice production on designated acreage and dry land use for crops or grazing. Under the new agreement, no fee is charged for use of the dry crop land; instead, the licensee provides ongoing maintenance of the property.
The licensee may also, at its sole expense and with prior written approval from the City, convert some or all of the 123.34 acres of dry land into rice fields. Additionally, the licensee is responsible for maintaining City- owned wells, irrigation pumps, and gear heads, contributing up to $2,500 per occurrence toward repair and maintenance costs. Auburn Ravine Ranch, Inc. and B & B Livestock have demonstrated a strong track
record as collaborative partners and responsible stewards of the property.
FISCAL IMPACT
The annual license fee to be paid by Auburn Ravine Ranch Inc. and B & B Livestock to the City is $250 per acre for the 248.88 acres of rice fields, for an annual total of $62,220.
ENVIRONMENTAL REVIEW
This project is exempt as defined in Section 15301 of the State CEQA Guidelines which states that a project may be exempt from CEQA as a Class 1 Categorical Exemption if it consists of the leasing or licensing of existing public facilities where the project involves negligible or no expansion of an existing use.
The uses allowed under the License Agreement are consistent with past uses and those allowed by current zoning and do not represent an expansion of use. Therefore, the Class 1 Exemption has been prepared and no further CEQA action is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Eric Dexter, Parks and Open Space Superintendent
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Resolution 26-158
2. Agricultural License Agreement
3. Exhibit A- Property Location
4. Exhibit_B - Property map with farmable acreages 2025
5. Exhibit_C - Abbreviated 156 Farm Record
6. Class 1 CEQA Exemption
7. Notice of Intent to Award
REVIEWERS:
Eric Dexter, Parks, Recreation, and Libraries Department - Park Maintenance Created/Initiated - 4/22/2026
Brian Castelluccio, Parks, Recreation, and Libraries Department - Park Maintenance Approved - 4/23/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 5/4/2026 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. 26-158
APPROVING AN AGRICULTURAL LICENSE TO FARM RICE, BY AND BETWEEN THE CITY OF ROSEVILLE, AUBURN RAVINE RANCH, INC., AND B&B LIVESTOCK, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE
CITY OF ROSEVILLE
WHEREAS, an Agricultural License to Farm Rice, by and between the City of Roseville, Auburn Ravine Ranch, Inc., and B&B Livestock, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Agricultural License to Farm Rice 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 execute two (2) additional two (2) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with the licensees is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
Notice of Exemption
To: Placer County Clerk From: City of Roseville
Recorder’s Office D evelopment Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678
Project Title: Roseville Farm Agricultural License Agreement
Project Location : 8100 Phillip Road (APNs 017-010-033 and 017- 090-054), City of Roseville, Placer County, CA.
Project Description: The City of Roseville Parks, Recreation and Libraries Department proposes an Agricultural License Agreement for farming on 248.88 acres owned by the City (also known as the Roseville Farms property ) between the City of Roseville and Auburn Ravine Ranch Inc., expiring on December 31, 2030, with the op tion for the City Manager to extend the license for up to four years total . This project renews an existing license and allows for the continuation of ongoing agricultural use of the property . The license prohibits agricultural activities within the riparian zone of the property , protecting nearby sensitive natural resources.
Public Agency Approving Project: Roseville City Council
Agency Carrying Out Project: City of Roseville Parks, Recreation and Libraries Department
Reason why this Project is Exempt: This project is exempt as defined in Section 15301 of the State CEQA Guidelines which states that a project may be exempt from CEQA as a Class 1 Categorical Exemption if it consists of the leasing or licensing of existing public facilities where the project involves negligible or no expansion of an existing use.
The uses allowed under the License Agreement are consistent with past uses and those allowed by current zoning and do not represent an expansion of use. Therefore the Class 1 Exemption applies.
Lead Agency Contact Person: Eric Dexter, Roseville Parks, Recreation and Libraries Department (916) 746-1769.
Signature: _____________________________________ Date: April 14, 2026 Jessica Lynch
City of Roseville Environmental Coordinator
311 Vernon Street
Roseville, CA 95678
NOTICE OF INTENT TO AWARD
Date: March 3, 2026
To: Auburn Ravine Ranch Inc. and B & B Livestock #13-179
From: Parks, Recreation & Libraries Department, Eric Dexter, Parks & Natural Resources Superintendent
Subject: Notice of Intent to Award
For #13-179, pending City Council approval, the City recommends awarding a contract to Auburn Ravine Ranch Inc. and B & B Livestock .
To inquire about the recommended award, please write to Parks, Recreation and Libraries, Eric Dexter, Parks & Natural Resource Superintendent, [email protected].
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.17
File #: 0704-01
Item ID: 2026-370
Title: CO-61 Park Project - Award of Contract
Contact: Joel De Jong 916-774-5924 [email protected]
SUMMARY
Staff recommends approval of an agreement with Jensen Landscape Contractor, LLC in the amount of $1,399,971.99 for the CO-61 Park Project and authorization for the City Manager or his designee to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount. Funding for construction of this park was included in the FY2025-26 budget within the Neighborhood Park – Campus Oaks Fund.
RECOMMENDATION
Staff recommends that the City Council:
1. Award the CO-61 Park Project to Jensen Landscape Contractor, LLC;
2. Adopt a resolution to authorize the City Manager to execute the agreement;
3. Authorize the City Manager or his designee to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
BACKGROUND
CO-61 Park is a 5.7-acre neighborhood park located at Ashbrook St and Knightsbridge in Campus Oaks.
This park backs up to an open space area. Amenities planned for the park include a playground, picnic area, walking paths, turf area, planting and irrigation. Additive alternates have been identified for budget purposes to allow for “menu style” bidding, and include a swing set, a half-court basketball court, a shade structure over the picnic area, additional turf and irrigation, a paved bike trail, and a shade structure over the play area.
City Council approved the plans and specifications and authorized the call for bids at the March 4, 2026, meeting. Bids were opened on March 31, 2026, and staff received six bids for the project. The bid results are as follows:
Bidder Grand Total Bid Price
Jensen Landscape Contractor, LLC $1,399,971.99 Procida Landscape $1,433,845.38 Brightview Landscape Development, Inc. $1,476,300.00
TJR Resources $1,529,176.00 Saenz Landscape $1,570,181.00 PBM Construction $1,585,272.00
Engineers’ Estimate $1,608,463.00
Staff, therefore, recommends award of the base bid plus all add-alternates #1–6, for a total contract award amount of $1,399,971.99 to Jensen Landscape Contractor, LLC.
CONTINGENCY
During the course of a construction project, it is common to encounter unanticipated or changed conditions in the field which necessitate additions or other changes to the project and the contract. Due to the complexity of this project, staff requests authorization to approve change order requests in an amount not to exceed 10% of the contract price in accordance with the terms and conditions of the contract.
FISCAL IMPACT
Funding for construction of this park was included in the FY2025-26 budget within the Neighborhood Park – Campus Oaks Fund. Adequate funding is available in the project to support the base bid and bid alternatives. If additional funding is needed for project contingencies, staff will evaluate and identify funding sources at that time.
Ongoing maintenance will be funded by the HP Campus Oaks Community Facilities District No. 2 (Public Services), with estimated costs of approximately $16,000 per acre annually. There is no anticipated impact to the General Fund.
ENVIRONMENTAL REVIEW
Packard Master Plan EIR (SCH No. 95112022). An Addendum to the original Hewlitt-Packard Master Plan EIR was prepared on July 6, 2015 to provide CEQA compliance for the Campus Oaks Master Plan, consistent with CEQA Guidelines § 15164. The Campus Oaks Master Plan approved land uses changes to 375.73 acres within the western portion of the Hewlitt-Packard Master Plan area from Light Industrial and Open Space to a mix of Residential, Community Commercial, Light Industrial, Business Professional, Tech/Business Park, Open Space, Parks & Recreation, Paseo, and Public land uses. The plan included
19.29 acres of parks, including approximately 6 acres for a neighborhood park to be located on Parcel CO-
61. According to CEQA, an Addendum to an adopted EIR can be prepared to address minor technical changes or project modifications (CEQA Guidelines § 15164). An Addendum is appropriate only if these minor technical changes or modifications do not result in any new significant impacts or a substantial increase in the severity of previously identified significant impacts. The Addendum need not be circulated for public review (CEQA Guidelines § 15164 [c]); however, the Addendum is to be considered along with the adopted Initial Study/Mitigated Negative Declaration, or Initial Study/Negative Declaration or EIR by the decision- making body prior to making a decision on the project (CEQA Guidelines § 15164 [d]). It should also be noted that the Campus Oaks Master Plan Addendum was circulated for formal public review in 2015 despite it not being required and that the CO-61 Neighborhood Park Master Plan was also distributed for public review in May 2025.
The proposed CO-61 Neighborhood Park Master Plan is consistent with the Campus Oaks Master Plan and the Addendum to the Hewlitt-Packard Master Plan EIR. The Addendum demonstrates that the environmental analysis, impacts, and mitigation measures identified in the original February 1996 EIR
remain substantively unchanged and supports the finding that the proposed project does not raise any new issues and does not exceed the level of impacts identified in the previous EIR. Because the project is consistent with the Campus Oaks Master Plan, no new effects would be expected to occur and all applicable mitigation measures from the Hewlitt-Packard Master Plan EIR will be implemented through the development of the CO-61 Neighborhood Park. Because the proposed project meets the requirements identified in Section 15164 of the State CEQA Guidelines, no additional CEQA review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Joel De Jong, Park Development Project Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Vicinity Map
2. Resolution 26-150
3. Agreement
4. Bid Summary
REVIEWERS:
Joel De Jong, Parks, Recreation, and Libraries Department - Park Development Created/Initiated - 4/27/2026
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 4/27/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 5/4/2026 Kelly Aye, City Attorney Department Approved - 5/4/2026 Katrina Six, City Clerk Department Approved - 5/4/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 5/5/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 5/6/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/7/2026 Katrina Six, City Clerk Department Final Approval - 5/7/2026
ROSEVILLE PW
WOODCREEK OAKS BL
FOOTHILLS BL
ASHBROOK ST
CO-61 PARK
VICINITY MAP
RESOLUTION NO. 26-150
APPROVING AN AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND
JENSEN LANDSCAPE CONTRACTOR, LLC, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for the CO-61 Park Project, by and between the City of Roseville and Jensen Landscape Contractor, LLC, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED by the City Council of the City of Roseville that the City Manager or his designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
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 Council
Communication
Meeting Date: 5/20/2026
Item #: VII.18
File #: 0704-01
Item ID: 2026-356
Title: Campus Oaks Park Skate Park Project - Notice of Completion Contact: Joel De Jong 916-774-5924 [email protected]
SUMMARY
Staff recommends approval of the Notice of Completion for the Campus Oaks Park Skate Park Project. The total cost of the construction contract with American Ramp Company is $650,000. Funding for this project was included in the FY2024-25 General Fund budget.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution accepting the Campus Oaks Park Skate Park Project as complete and authorizing the Parks, Recreation & Libraries Director to execute the Notice of Completion.
BACKGROUND
Campus Oaks Park is an 8.7-acre park located off of Roseville Parkway and Blue Dog Drive in the Campus Oaks area of Roseville. This project includes the design and construction of a concrete skate park and asphalt pump track as additional amenities within the park.
This project is complete and, in accordance with City specifications, the contractor shall guarantee the installation of these improvements for a period of twelve (12) months from the date of this Notice of Completion.
FISCAL IMPACT
The total cost of the construction contract with American Ramp Company is $650,000. Funding for this project was included in the FY2024-25 General Fund budget.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
Acceptance of the Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Joel De Jong, Park Development Project Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Resolution 26-159
2. Notice of Completion
3. Vicinity Map
REVIEWERS:
Joel De Jong, Parks, Recreation, and Libraries Department - Park Development Created/Initiated - 4/22/2026
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 4/23/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 5/4/2026 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 - 5/7/2026 Michelle Sheidenberger, City Attorney Department Approved - 5/7/2026 Dominick Casey, City Manager Department - City Manager Approved - 5/8/2026 Katrina Six, City Clerk Department Final Approval - 5/11/2026
RESOLUTION NO. 26-159
ACCEPTING THE PUBLIC WORK KNOWN AS CAMPUS OAKS PARK SKATE PARK PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE
PARKS, RECREATION AND LIBRARIES DIRECTOR TO EXECUTE SAID NOTICE ON
BEHALF OF THE CITY OF ROSEVILLE
BE IT RESOLVED by the City Council of the City of Roseville as follows:
1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as Campus Oaks Park Skate Park Project, has been approved and the public work accepted.
2. The Parks, Recreation and Libraries Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ____ day of _____________________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
CITY
CLERK
CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NO
TICE OF COMPLETION
N
OTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.
The direct/general contractor on said project was .
The surety on said project was
.
___________________________________
Cit
y of Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk
S
tate of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.
___________________________________
C
ity of Roseville
St
ate of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of , 20__ _,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________ ________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
CAM
P U SPW
ASHBROOK ST
KNOTS ST
BLUE DOG
DR
KNI
GHTSBRIDGE L
N
SPROUT ST
SILVERWIRE ST
FORTIFY ST
TERRAWOOD ST
CAMPUS PW
PALO ALTO ST
ELITE ST
ENVY ST
³
PROJECT SITE
Exhibit A
Campus Oaks Skate Park
580 Roseville Parkway
Amenities include a concrete skate park and asphalt pump track
R O S E V I L L E P W
City Council
Communication
Meeting Date: 5/20/2026
Item #: VII.19
File #: 0800-03
Item ID: 2026-352
Title: 2002 International Swaps and Derivatives Association - Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, Paragraph 13 Elections and Variables, and Dodd-Frank Act Representations and Reporting Amending Agreement Contact: Patrick Zanardelli 916-774-5673 [email protected]
SUMMARY
Staff recommends approval of the 2002 International Swaps and Derivatives Association, Inc. Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, including Paragraph 13 Elections and Variables, and the International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement, with DRW Energy Trading LLC (DRW). These documents establish standardized legal, transactional, collateral, and swap reporting terms that would apply to future wholesale natural gas, power, and related commodity transactions with DRW. There is no cost associated with the execution of these documents.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the 2002 International Swaps and Derivatives Association, Inc. Master Agreement, the Schedule with Gas Annex and Power Annex, the Credit Support Annex, the Paragraph 13 Elections and Variables, and the International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement with DRW Energy Trading LLC.
BACKGROUND
The City Council approved updated Electric Utility Risk Management Policies in May 2025. These policies require Roseville Electric Utility to manage financial risk by limiting cost exposure through fixed-price electricity and natural gas procurement over a three-year planning horizon.
The International Swaps and Derivatives Association, Inc. ("ISDA") agreements are industry-standard frameworks for documenting commodity transactions and related credit support. The attached 2002 ISDA Master Agreement and Schedule establish the general legal and transactional terms between the City and DRW Energy Trading, LLC. ("DRW"), and incorporate the North American Power Annex for physically settled power transactions and the North American Gas Annex for physically settled natural gas transactions, subject to individual confirmation.
The attached Credit Support Annex and Paragraph 13 Elections and Variables establish bilateral collateral provisions that apply if exposure thresholds are exceeded or credit conditions change. Under the DRW documents, eligible collateral includes cash and letters of credit, and thresholds are tied to each party’s credit ratings.
The attached International Energy Credit Association ("IECA") Dodd-Frank Act Representations and Reporting Amending Agreement supplements the ISDA framework for swap transactions by setting out party representations and assigning reporting responsibilities under applicable Commodity Futures Trading Commission regulations.
Executing these agreements with DRW does not by itself authorize any transaction. Rather, they serve as enabling agreements so Roseville may transact with DRW under standardized contractual, credit, and reporting terms if market
conditions warrant. Any future transactions will remain subject to the City’s Energy Trading Authority Policy (Resolution No. 25-149), approved by the City Council on May 21, 2025.
FISCAL IMPACT
There is no fiscal impact associated with the execution of the 2002 ISDA Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, Paragraph 13 Elections and Variables, and the IECA Dodd-Frank Act Representations and Reporting Amending Agreement with DRW Energy Trading LLC, as these documents serve as enabling agreements.
No transactions are currently pending between the parties under these agreements. Any future transactions conducted under the agreements will be subject to the Roseville Electric Utility Energy Risk Management Policies and must comply with the Energy Trading Authority Policy.
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. Entering into enabling agreements with DRW Energy Trading LLC is not considered a “project” as defined by CEQA and consequently no CEQA action is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Patrick Zanardelli, Electric Business Analyst
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 26-157
2. 2002 ISDA Master Agreement
3. ISDA Schedule w Gas and Power Annexes
4. Credit Support Annex
5. CSA_Paragraph 13
6. IECA Dodd Frank Act Representation and Reporting Agmt
7. Certificate of Incumbency
REVIEWERS:
Patrick Zanardelli, Electric Department - Customer & Government Relations and Financial & Administrative Created/Initiated - 4/23/2026
Joanna Cucchi, Electric Department - Financial & Administrative Approved - 4/24/2026
Shawn Matchim, Electric Department - All Approved -
4/30/2026
Daniel Beans, Electric Department - All Approved -
4/30/2026
Kelly Aye, City Attorney Department Approved -
5/6/2026
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
RESOLUTION NO. 26-157
APPROVING THE 2002 INTERNATIONAL SWAPS AND DERIVATIVES
ASSOCIATION MASTER AGREEMENT, SCHEDULE WITH GAS AND POWER ANNEXES, CREDIT SUPPORT ANNEX, PARAGRAPH 13 ELECTIONS AND
VARIABLES, AND INTERNATIONAL ENERGY CREDIT ASSOCIATION DODD-FRANK
ACT REPRESENTATIONS AND REPORTING AMENDING AGREEMENT WITH DRW
ENERGY TRADING LLC, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
THEM ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, City Council approved the updated Electric Utility Risk Management Policies in May 2025 that require Roseville Electric Utility to manage financial risk by limiting cost exposure through fixed-price electricity and natural gas procurement over a three-year planning horizon; and
WHEREAS, the International Swaps and Derivatives Association, Inc. ("ISDA") agreements are industry-standard frameworks for documenting commodity transactions and related credit support; and
WHEREAS, the agreements serve as enabling agreements so that Roseville may transact with DRW Energy Trading LLC under standardized contractual, credit, and reporting terms if market conditions warrant; and
WHEREAS, any future transactions will remain subject to the City’s Energy Trading Authority Policy (Resolution No. 25-149), approved by the City Council on May 21, 2025; and
WHEREAS, the 2002 International Swaps and Derivatives Association Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, Paragraph 13 Elections and Variables, and International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement has been reviewed by City Council; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville that it hereby approves the 2002 International Swaps and Derivatives Association Master Agreement, Schedule with Gas and Power Annexes, Credit Support Annex, Paragraph 13 Elections and Variables, and International Energy Credit Association Dodd-Frank Act Representations and Reporting Amending Agreement, and authorizes the City Manager to execute them on behalf of the City of Roseville; and
BE IT FURTHER RESOLVED that the City Clerk is hereby authorized to execute the Certificate of Incumbency identifying the City’s authorized representatives for execution of the associated documents.
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
Copyright © 2002 by International Swaps and Derivatives Association, Inc.
ISDA®
International Swaps and Derivatives Association, Inc.
2002 MASTER AGREEMENT
dated as of .....................................................................
.................................................................................... and ...................................... ...............................................
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
Accordingly, the parties agree as follows:―
1. Interpretation
(a) Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.
(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.
April 13, 2026
DRW ENERGY TRADING LLC
CTY OF ROSEVILLE
Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
2 ISDA® 2002
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default 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 condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii).
(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which such change applies unless such other pa rty gives timely notice of a reasonable objection to such change.
(c) Netting of Payments. If on any date amounts would otherwise be payable:―
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise ha ve been payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that “Multiple Transaction Payment Netting” applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions an d will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.
(d) Deduction or Withholding for Tax.
(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:―
(1) promptly notify the other party (“Y”) of such requirement;
(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and
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(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:―
(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.
(ii) Liability. If:―
(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly against X,
then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).
3. Representations
Each party makes the representations contained in Sections 3(a) , 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in th e case of the representations in Section 3(f), at all times until the termination of this Agreement). If any “Additional Representation” is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation.
(a) Basic Representations.
(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;
(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;
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(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.
(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicab le Specified Entities any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or offici al or any arbitrator that is likely to affect the legality, validity or enforceability against it of th is Agreement or any Credit Support Docu ment to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.
(d) Accuracy of Specifi ed Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.
(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.
(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.
(g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.
4. Agreements
Each party agrees with the other that, so long as either pa rty has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:―
(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:―
(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation; and
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(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactor y to such other party and to be executed and to be delivered with any reasonably required certification,
in each case by the date specified in the Schedule or such Co nfirmation or, if none is specified, as soon as reasonably practicable.
(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.
(c) Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.
(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.
(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”), and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.
5. Events of Default and Termination Events
(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an “Event of Default”) with respect to such party:―
(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party;
(ii) Breach of Agreement; Repudiation of Agreement.
(1) Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or
(2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);
(iii) Credit Support Default.
(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;
(2) the expiration or termination of such Cred it Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or
(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);
(iv) Misrepresentation. A representation (other than a represen tation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;
(v) Default Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:―
(l) defaults (other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction;
(2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if ther e is no applicable notice requirement or grace period, such default continues for at least one Local Business Day);
(3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an accelera tion of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or
(4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);
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(vi) Cross-Default. If “Cross-Default” is specified in the Schedule as applying to the party, the occurrence or existence of:―
(l) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where th e aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becomi ng capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or
(2) a default by such party, such Cred it Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of not less than the applicable Threshold Amount;
(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:―
(l) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or ot her similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequ estration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (l) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or
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(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfer s all or substantially all its assets to, or reorganises, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution:―
(l) the resulting, surviving or transferee 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; 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, surviving or transferee entity of its obligations under this Agreement.
(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of su ch party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specifi ed to be applicable, a Credit Ev ent Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:―
(i) Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it b ecomes unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):―
(1) for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction to perform any absolute or contingent obligation to make a payment or deliver y in respect of such Transaction, to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or
(2) for such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery und er such Credit Support Document or to comply with any other material provision of such Credit Support Document;
(ii) Force Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:―
(1) the Office through which such party (which w ill be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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impracticable for such Office so to perform, r eceive or comply (or it would be impossible or impracticable for such Office so to perform, r eceive or comply if such payment, delivery or compliance were required on that day); or
(2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or complia nce were required on that day), or it becomes impossible or impracticable for such party or Cr edit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day),
so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;
(iii) Tax Event. Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));
(iv) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of intere st under Section 9(h)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial pa rt of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganising, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption;
(v) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specifi ed Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:―
(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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date of this Master Agreement) to, or reorganises, reincorporates or reconstitutes into or as, another entity;
(2) any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or
(3) X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or
(vi) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such Additional Termination Event in the Schedule or such Confirmation).
(c) Hierarchy of Events.
(i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be.
(ii) Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event.
(iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event.
(d) Deferral of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:―
(i) the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality or Force Majeure Event, as the case may be; or
(ii) if earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as appropriate.
(e) Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i )(1) or 5(b)(ii)(1) and the relevant O ffice is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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compliance with the relevant provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so to perform or comply due to the o ccurrence of an event or circumstance which would, if that head or home office were the Office through which the A ffected Party makes and recei ves payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance conti nues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1).
6. Early Termination; Close-Out Netting
(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a) (vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).
(b) Right to Terminate Following Termination Event.
(i) Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably re quire. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably require.
(ii) Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.
If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.
(iii) Two Affected Parties. If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i) to avoid that Termination Event.
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(iv) Right to Terminate.
(1) If: ―
(A) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or
(B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,
the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non- affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.
(2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:―
(A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions.
(B) An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions.
(c) Effect of Designation.
(i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii).
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(d) Calculations; Payment Date.
(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (l) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amo unt payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data.
(ii) Payment Date. An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement provided pursuant to clause (i) abov e by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event.
(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f).
(i) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non- defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of the Early Termination Amount to the Defaulting Party.
(ii) Termination Events. If the Early Termination Date results from a Termination Event:―
(1) One Affected Party . Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively.
(2) Two Affected Parties . Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party “X”) and the lo wer amount so determined (by party “Y”) and (II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y.
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(3) Mid-Market Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will:―
(A) if obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and
(B) in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.
(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).
(iv) Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance 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. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstand ing Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2).
(v) Pre-Estimate. The parties agree that an amount recoverabl e under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.
(f) Set-Off. Any Early Termination Amount payable to on e party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Part y or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non- affected Party, as the case may be (“X”) (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f).
For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency.
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If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.
Nothing in this Section 6(f) will be effective to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).
7. Transfer
Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:―
(a) a party may make such a transfer of this Agreemen t pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and
(b) a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11.
Any purported transfer that is not in compliance with this Section 7 will be void.
8. Contract ual Currency
(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency othe r than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls shor t of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.
(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Cu rrency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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commercially reasonable procedures in converting the currency received into th e Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.
(c) Separate Indemnities. To the extent permitted by applicable law, the indemnities in this Section 8 constitute separate and independent obligations from the othe r obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.
(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.
9. Miscellaneous
(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.
(b) Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system.
(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.
(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusiv e of any rights, powers, remedies and privileges provided by law.
(e) Counterparts and Confirmations.
(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original.
(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in count erparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation.
(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
(g) Headings. The headings used in this Agreement are for co nvenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.
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(h) Interest and Compensation.
(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:―
(1) Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the over due amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate.
(2) Compensation for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in resp ect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery.
(3) Interest on Deferred Payments. If:―
(A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate;
(B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or
(C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any de ferral period contempl ated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65
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continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.
(4) Compensation for Deferred Deliveries. If:―
(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;
(B) a delivery is deferred pursuant to Section 5(d); or
(C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired,
the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.
(ii) Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:―
(1) Unpaid Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.
(2) Interest on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate.
(iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.
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10. Offices; Multibranch Parties
(a) If Section 10(a) is specified in the Schedule as appl ying, each party that enters into a Transaction through an Office other than its head or home office represents to an d agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.
(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).
(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office thro ugh which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or de liveries with respect to a Transaction without the prior written consent of the other party.
11. Expenses
A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of- pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.
12. Notices
(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:―
(i) if in writing and delivered in person or by courier, on the date it is delivered;
(ii) if sent by telex, on the date the recipient’s answerback is received;
(iii) if sent by facsimile transmission, on the da te it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);
(iv) if sent by certified or registered mail (airma il, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;
(v) if sent by electronic messaging system, on the date it is received; or
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(vi) if sent by e-mail, on the date it is delivered,
unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.
(b) Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it.
13. Governing Law and Jurisdiction
(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.
(b) Jurisdiction. With respect to any suit, ac tion or proceedings relating to an y dispute arising out of or in connection with this Agreement (“Proceedings”), each party irrevocably:―
(i) submits: ―
(1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceed ings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or
(2) if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the St ate of New York and the United States District Court located in the Borough of Manhattan in New York City;
(ii) waives any objection which it may have at an y time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and
(iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.
(c) Service of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, servi ce of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law.
(d) Waiver of Immunities. Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.
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14. Definitions
As used in this Agreement:―
“Additional Representation” has the meaning specified in Section 3.
“Additional Termination Event” has the meaning specified in Section 5(b).
“Affected Party” has the meaning specified in Section 5(b).
“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon Merger, all Transactio ns affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Do cument constitutes a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions.
“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.
“Agreement” has the meaning specified in Section 1(c).
“Applicable Close-out Rate” means:―
(a) in respect of the determination of an Unpaid Amount: ―
(i) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
(ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
(iii) in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and
(iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and
(b) in respect of an Early Termination Amount: ―
(i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:―
(1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate;
(2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and
(3) in all other cases, the Applicable Deferral Rate; and
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(ii) for the period from (and including) the date (determined in accordance w ith Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:―
(1) if a party fails to pay the Early Terminatio n Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate;
(2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate;
(3) if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non-default Rate; and
(4) in all other cases, the Termination Rate.
“Applicable Deferral Rate” means:―
(a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer 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 payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market;
(b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks 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 payer after consultation with the other party, if practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and
(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and 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.
“Automatic Early Termination” has the meaning specified in Section 6(a).
“Burdened Party” has the meaning specified in Section 5(b)(iv).
“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction.
“Close-out Amount” means, with respect to each Terminated Transac tion or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliv eries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Trans actions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Docusign Envelope ID: 3725E8AB-8480-484A-BFD3-CB9057E05F65