Roseville City Council
June 17, 2026

C. Qualifications of Team
Rich Harlan - CEO, Confined Space Specialist & Project Manager Rich Harlan serves as the CEO, a Confined Space Specialist, and the Project Manager for this initiative. With a distinguished 30-year career in fire safety and emergency response, including significant roles in the Roseville Fire Department, his expertise is well-aligned with the city's requirements. Rich's qualifications include certifications as a Confined Space Rescue Technician, Hazmat Specialist, and Licensed Paramedic, with recognized instruction credentials under the State Fire Marshal.

His leadership at HMI and previous accolades from the Roseville Fire Department for exceptional service illustrate his dedication to community safety. Rich's experience also extends to managing high-risk safety education and overseeing complex emergency operations. Located in Auburn, CA, he has maintained a close working relationship with the Roseville area, ensuring his commitment and availability for local projects.

Kent Freeman - Confined Space Specialist
Kent Freeman's background is steeped in confined space consulting and safety. As a former member of the Roseville Fire Department, his expertise is tailored to the needs and challenges of the local community.

Kent's role in HMI leverages his extensive experience to oversee and implement safety protocols in highrisk operations.

Joe Tuoto - Confined Space Specialist
Joe Tuoto's professional journey has been characterized by his roles in confined space safety and medical emergency services. His tenure at the Roseville Fire Department has imbued him with a comprehensive understanding of incident command and confined space rescues, skills that he brings to HMI to enhance our confined space rescue capabilities.

Rich Sisk - Confined Space Specialist
Rich Sisk offers a wealth of knowledge in crisis management and regulatory compliance. His experience with the Roseville Fire Department has prepared him to handle the complexities of confined space rescue with precision and authority. At HMI, he is instrumental in ensuring that all operations not only meet but exceed the required safety standards.

Note: We have annexed to our proposal the resumes of each team member.

Confined Space Rescue Team Services | RFP # 07-117

D. Project Understanding
Hazardous Materials Institute has thoroughly evaluated the City of Roseville's Request for Proposal (RFP) for Confined Space Rescue Services. We understand the generation facility and its confined space risks.

Risks we have considersed are when work is being done in the turbine enclosures, HRSG's, cooling towers, ZLD systems, sump and tanks, elevated entries / limited pick points just to name a few.

1. Scope of Services
The RFP calls for a comprehensive suite of services to ensure the safety and effectiveness of confined space operations. This includes developing a detailed Confined Space Rescue Plan, providing trained personnel, equipment management, risk assessment, and maintaining communication protocols. Our understanding extends to ensuring compliance with CAL/OSHA standards and integrating with the City’s existing emergency services.

2. General Approach
Our approach is founded on the principles of readiness, risk mitigation, and regulatory compliance. We will implement a multi-tiered strategy that encompasses:
• Development of a Confined Space Rescue Plan: Crafting a plan that is both compliant and customized to the City's specific needs, accounting for the varied nature of confined spaces within municipal operations.
• Personnel Readiness: Ensuring all rescue personnel are not only certified but also undergo continuous training to maintain sharp skills and awareness of best practices. • Equipment Management: Instituting a rigorous maintenance and inspection schedule for all rescue equipment to ensure reliability and performance during critical operations. • Risk Assessment: Conducting in-depth risk assessments for each confined space, which will inform our rescue strategies and ensure the safety of both rescue personnel and city workers. • Communication Protocols: Establishing clear and efficient communication channels to ensure coordination among all stakeholders in rescue operations.

3. Expected Challenges and Special Considerations
We anticipate the following challenges:
• Adapting to Varied Confined Spaces: The diversity of confined spaces, each with unique risks, requires bespoke rescue strategies.
• Regulatory Compliance: Keeping pace with evolving safety regulations to ensure uninterrupted

Confined Space Rescue Team Services | RFP # 07-117

• Interdepartmental Coordination: Navigating the complexities of coordinating with various city departments and ensuring that our operations are integrated smoothly with the City's processes.

Certain aspects of the City’s infrastructure may necessitate special consideration. For example, older confined spaces may have legacy risks not present in newer structures.

In anticipation of these diverse challenges inherent to confined space rescue, HMI has formulated a cohesive strategy to ensure the highest standards of safety and efficiency for the City of Roseville. Understanding that each confined space presents its own set of challenges, we have prepared our rescue units to be highly adaptable, with personnel cross-trained to pivot their strategies to the unique demands of each environment.

To stay at the forefront of regulatory compliance, our dedicated compliance team will keep a vigilant watch on evolving safety regulations, proactively integrating any updates into our operational protocols and training programs. Recognizing the critical importance of interdepartmental communication, we will assign a liaison officer tasked with establishing and maintaining open lines of communication among all relevant city departments. This role will be crucial in weaving our operations into the city's fabric, ensuring a harmonious and integrated response to any emergency.

Special considerations, such as navigating the complexities of older infrastructure, will be met with comprehensive site-specific assessments that bring historical context into our planning, thereby informing our rescue strategies with a depth of understanding that can only be gained through experience. By analyzing historical data on past incidents, we will build a preventative framework that anticipates and mitigates potential risks before they manifest. This approach is complemented by our commitment to continuous improvement and innovation, which will see us developing state-of-the-art training simulations and integrating advanced technological solutions to enhance both the safety and efficiency of our rescue operations. Our firm's deep roots in the community of Roseville fortify our commitment to engage with local stakeholders, ensuring that our operations not only meet the technical requirements of the project but also resonate with the community values and the specific needs of the city.

4. Unique Approaches and Strength
HMI's unique strengths lie in our team's direct experience with the Roseville Fire Department, enabling us to provide services that are acutely attuned to the City's operational framework and community ethos. Our localized knowledge is complemented by our:
• Proven Track Record: Demonstrated history of excellence in confined space rescue within the public sector, specifically within the City of Roseville. • Specialized Training: Advanced training capabilities, including simulated rescue scenarios tailored to the City's specific environments.
• Innovative Equipment: Access to state-of-the-art rescue equipment and the ability to leverage technology for enhanced safety and efficiency.
• Community Integration: A deep-rooted presence in Roseville, fostering trust and ensuring that our response is not only technical but also community-centric.

HMI is fully equipped to address all aspects of the City of Roseville's confined space challenges with a level of detail and expertise that assures safety, efficiency, and regulatory adherence. Our proposal, shaped by nuanced understanding and strategic foresight, is designed to meet the City's needs, and exceed its expectations for a partner in confined space rescue services.

Confined Space Rescue Team Services | RFP # 07-117
E. Project Plan
In this chapter, we present a comprehensive project plan for the successful implementation of confined space rescue services for the City of Roseville. This plan delineates our methodologies, schedules, personnel assignments, and resource allocations to accomplish all required tasks within the project timeline.

1. Methodologies
HMI's methodologies are structured around our core principles of safety, compliance, and operational excellence:

1. Pre-Site Evaluation & Hazard Assessment
Procedure: Each phase begins with a detailed inspection of the confined space in question. The team rigorously assesses various factors such as structural integrity, air quality, and the potential presence of toxic or flammable atmospheres, along with other environmental hazards, to ensure a comprehensive understanding of the site conditions.

Safety Protocols: Based on these assessments, we develop site-specific safety protocols. These protocols are meticulously crafted to include crucial aspects such as emergency exit strategies and comprehensive communication plans, ensuring preparedness for any eventuality.

Equipment Setup: The final step involves a careful determination of the necessary safety and rescue equipment tailored to each site's unique requirements. This includes the deployment of essential items like ventilation systems, gas detectors, and rescue harnesses, ensuring that our team is well-equipped to handle the specific challenges of each confined space.

2. Customized Training for Preparedness
Training Curriculum: Development of a comprehensive training curriculum tailored to the specific types of confined spaces in Roseville, focusing on both theoretical knowledge and practical skills.

Scenario-Based Drills: Conducting drills that simulate various rescue scenarios to enhance decisionmaking and technical skills under pressure.

Certification and Recertification: Ensuring all team members are up to date with relevant certifications and conducting regular refresher courses.

Confined Space Rescue Team Services | RFP # 07-117

3. Effective Communication and Coordination
Rich Harlan, as the project manager of this contract, will manage the essential task of establishing and maintaining clear communication protocols. His role ensures efficient coordination during rescue operations, while Rich Sisk’s input in developing on-site communication strategies enhances the team's ability to respond effectively in crisis situations, making sure all operations run smoothly and cohesively.

Standard Operating Procedures (SOPs): Establishment of clear SOPs for communication during rescue operations, including the use of hand signals, radios, and other communication devices.

Regular Briefings and Debriefings: Implementing pre-operation briefings and post-operation debriefings to ensure all team members are aware of their roles and learn from each operation.

Coordination with External Agencies: Establishing protocols for coordination with external agencies such as the local fire department and emergency medical services.

4. Continuous Improvement and Adaptive Approach
Operational Reviews: Conducting regular reviews of rescue operations to identify successes and areas for improvement.

Feedback Mechanisms: Establishing mechanisms for receiving and integrating feedback from team members and city staff.

Technology and Techniques Update: Staying informed of the latest developments in rescue techniques and equipment and integrating them into our operations.

5. Integrated Reporting and Documentation
Incident Reporting: Developing a standardized format for reporting incidents, including details of the operation, any challenges encountered, and the outcomes.

Data Analysis: Analyzing data from reports to identify patterns or trends that can inform future operations.

Record Maintenance: Maintaining comprehensive records of all training sessions, drills, and rescue operations for accountability and regulatory compliance.

Through this detailed and systematic methodology, we aim to address every aspect of confined space rescue operations for the City of Roseville. Our approach is designed to ensure the highest levels of preparedness, safety, and efficiency, while also being adaptable to evolving conditions and requirements.

2. Team Dynamic
Rich Harlan, Kent Freeman, Joe Tuoto and Rich Sisk form a seamlessly integrated team, each contributing unique strengths to ensure a comprehensive and effective confined space rescue operations. Their collaboration unfolds seamlessly. Rich, as the visionary, outlines the strategic path while Kent, the executor, brings plans to life with technical precision. Joe, the medical expert, ensures that safety is prioritized at all times.

Confined Space Rescue Team Services | RFP # 07-117

3. Project Schedule
The following represents an estimated work schedule for the Confined Space Rescue Services project with the City of Roseville, prepared by Hazardous Materials Institute (HMI). This schedule outlines a hypothetical timeline and phases, starting in July 2026. Please note that the final dates and specific milestones will be determined in collaboration with the City officials to ensure alignment with their operational needs and requirements.

Phase 1: Assessment and Planning (1-2 days)
• Undertaking initial site evaluations to identify specific risks and requirements. • Coordinating with City staff to align on project goals and obtain critical information. • Drafting a Confined Space Rescue Plan that incorporates site assessment data and City staff input.

Phase 2: Training and Equipment Setup (1-2 days)
• Procuring and setting up the required rescue equipment at designated sites. • Launching targeted training programs designed for the unique demands of the City's confined spaces. • Validating and updating the rescue team's certifications to meet current standards.

Phase 3: Drills and Practice Scenarios (1 day)
• Conducting intensive drills and simulations that mirror real-life rescue scenarios. • Evaluating the team's effectiveness and equipment functionality through scenario-based exercises. • Adjusting training methods and equipment arrangements based on drill feedback.

Confined Space Rescue Team Services | RFP # 22-23-79
November 2023

Phase 4: Operational Implementation and Evaluation (1 day) • Implementing the Confined Space Rescue Plan across the designated sites. • Continuous monitoring and assessment of operational efficiency and effectiveness. • Implementing continuous improvement measures based on operational feedback and performance analysis.
• Conducting an end-of-year review to assess overall performance and identify areas for future enhancements.
5-Year Service Mode
We will also implement a structured evaluation process. This will involve a systematic review of all confined space rescue activities conducted over the month. Key performance indicators will be analyzed, including response times, team efficiency, equipment usage, and adherence to safety protocols. This regular evaluation aims to identify trends, capture lessons learned, and facilitate the continuous refinement of rescue strategies and training programs. Year 1: Validation, plan refresh, drills, Years 2–4: Sustainment, refresher drills, Year 5: Full program review & transition

4. Necessary Equipment
To fulfill the project requirements, the following equipment will be supplied and maintained by Hazardous Materials Institute (HMI):
• Harnesses: A variety of harnesses suitable for different confined space scenarios. • Winches: Winches for secure and efficient lifting and lowering operations. • Communication Systems: Reliable communication devices, including radios and other essential communication tools, to maintain contact between team members. • Ventilation Equipment: Necessary ventilation systems to ensure safe air quality within confined spaces.
• Gas Detectors: Advanced gas detectors to monitor and identify hazardous gases. • Lighting: Adequate lighting equipment suited for the varied environments of confined spaces. • Personal Protective Equipment (PPE): Including helmets, gloves, eye protection, and other necessary gear to ensure the safety of all team members.

5. Safety Training Courses
In our commitment to excellence in confined space rescue operations, HMI places a strong emphasis on rigorous safety training. Our specialized programs are designed to ensure that our team is thoroughly prepared, both in knowledge and practice, to meet the unique challenges of confined space environments safely and effectively.

These trainings are crucial to maintaining our high standards of safety and operational readiness for the City of Roseville. By prioritizing continuous learning and improvement, we aim to foster a culture of safety that permeates every aspect of our operations.

Confined Space Rescue Team Services | RFP # 7-117

1. First Aid/CPR/AED
• Duration: 6 hours
• Class Size: Maximum 12 students per class
Course Description:

The First Aid/CPR/AED training is a six-hour program that focuses on life-saving skills, specifically for adult victims. Participants will learn how to respond effectively in medical emergencies, including providing CPR and assistance in choking situations. Additionally, the course covers the use of devices such as pocket masks and the proper deployment of automatic external defibrillators (AED).

Course Highlights:
• CPR and Choking Response: Participants will receive comprehensive training in cardiopulmonary resuscitation (CPR) and effective responses to choking for adult victims. • Use of Devices: The course includes instruction on the use of pocket masks to facilitate safer and more hygienic rescue efforts.
• AED Training: Participants will gain the knowledge and skills necessary to operate automatic external defibrillators (AED) in critical situations.

2. Hot Work/Fire Extinguisher
• Duration: 8 hours
• Class Size: Maximum 12 students per class
Course Description:

The Hot Work/Fire Extinguisher training is an eight-hour program that equips participants with essential skills for safe hot work activities and the effective use of fire extinguishers. The course also includes live fire training to prepare participants for real-world scenarios, ensuring they are ready to respond confidently in case of fire emergencies.

Course Highlights:
• Safe Hot Work: Participants will learn to safely perform hot work activities, including welding and cutting, while minimizing fire hazards.
• Fire Extinguisher Use: The course includes hands-on training in the proper use of fire extinguishers, ensuring participants can respond effectively to fire incidents. • Live Fire Training: To enhance practical skills, participants will engage in live fire training, simulating real fire situations.

Confined Space Rescue Team Services | RFP # 07-117

3. Trenching Excavation Competent Person
• Duration: 8 hours
• Class Size: Maximum 12 students per class
Course Description:

The Trenching Excavation Competent Person course is an eight-hour program designed to provide a comprehensive understanding of trenching and excavation hazards. Participants will gain knowledge of safe work practices, protective systems, soil classification, interpreting tabulated data sheets, identifying underground utility markings, and reporting criteria. The course also covers information on atmospheric monitoring.

Course Highlights:
• Trenching Hazards: Participants will identify and understand the hazards associated with trenching activities, enabling them to take appropriate safety measures. • Protective Systems: The course includes instruction on protective systems for trenching to prevent accidents and protect workers.
• Soil Classification: Participants will learn to classify soil, which is crucial for evaluating trench stability.
• Utility Markings: Understanding underground utility markings and reporting criteria is essential for workplace safety.
• Atmospheric Monitoring: The course provides knowledge on monitoring atmospheric conditions to safeguard workers.

4. Fall Protection Competent Person
• Duration: Customized based on requirements
• Class Size: Maximum 10 students per class
Course Description:

The Fall Protection Competent Person course is a customized training program tailored to your organization's specific fall protection needs. This program provides in-depth training to identify, assess, and mitigate fall hazards using passive, restraint, arrest, and administrative control systems. It is intended for individuals responsible for workplace assessments, equipment selection, fall protection program management, and ensuring the presence of effective rescue procedures.

Course Highlights:
• Customized Content: The course content will be adapted to address the fall protection requirements and challenges specific to your organization.
• Fall Hazard Identification: Participants will learn to identify and assess existing and predictable fall hazards in the workplace.
•

Confined Space Rescue Team Services | RFP # 07-117

to mitigate fall
• Program Management: Participants will understand how to manage a comprehensive fall protection program, including equipment selection and maintenance. • Rescue Procedures: Ensuring the presence of effective rescue procedures is a crucial aspect of the course, with a focus on timely response to fall incidents.

5. Confined Space Entry “Competent Person” Training
• Duration: 7 hours
• Max Class Size: 30 participants
Course Description:

This course offers a comprehensive overview of Confined Space Entry, aligned with Cal-OSHA Title 8 sections 5156-5158. It encompasses key areas such as regulations, entry procedures, equipment, atmospheric monitoring, ventilation techniques, hazard control, and case study reviews.

Course Highlights:
• In-depth understanding of Confined Space Regulations. • Practical insights into entry procedures and personnel requirements. • Strategies for atmospheric monitoring and ventilation. • Focus on hazard identification and control measures.
• Analysis of real-life case histories for applied learning.

Confined Space Rescue Team Services | RFP # 07-117

F. Cost Proposal
We present herein a transparent and detailed cost proposal for providing Confined Space Rescue Services and Safety Training Courses to the City of Roseville. Our pricing is outlined in the following tables, reflecting a commitment to comprehensive service and value.

Confined Space Services Rates
The following rates apply to our confined space rescue services:

Type Number of Staff
Regular Rate
1-8 hrs.

Overtime Rate
8-12 hrs.

Double Time rate
After 12 hrs.

Regular 2-person $330 $495 $660
Shift Work Differential 2-person $350 $525 $700
Vehicle and equipment N/A $500 day N/A N/A
Additional Personnel
CSR Trained 1-person $165 $247.50 $300
Additional Personnel
CS Awareness Trained
1-person
$100 $150 $200
The following terms apply to our services:
• In the event of cancellations after a team has arrived onsite, HMI will charge a 4-hour straight-time cancellation fee.
• For work completed in less than 4 hours, HMI will bill a minimum charge equivalent to 4 hours. • Our cost proposal is all-inclusive, ensuring no additional charges for lodging, travel, airfare, or meals will be incurred.

Confined Spaces and Safety Training Courses
Safety Training Course Duration Class Size Price per Class First Aid/CPR/AED 6 hours Up to 12 $1,200
Hot Work/Fire Extinguisher 8 hours Up to 12 $2,400
Trenching Excavation Competent Person 8 hours Up to 12 $1,950 Fall Protection Competent Person 8 hours Up to 10 $2,350 Confined Space Entry “Competent Person”
Training 7 hours Up to 30 $1950

Confined Space Rescue Team Services | RFP # 07-117

G. Statements
HMI hereby provides the following statements of assurance as part of our proposal for the City of Roseville’s Confined Space Rescue Services:

Team Composition Assurance:

HMI understands the importance of continuity and the specific expertise each team member brings to the project. We assure the City that there will be no substitution of the designated team members outlined in our proposal without prior approval from City staff, in accordance with Section 5.0 of the RFP.

Conflict of Interest Statement:

We declare that there is no conflict of interest that could be perceived as affecting our ability to perform the services required impartially and with the best interest of the City of Roseville in mind, as stipulated in Section 10.4.

Indemnification and Insurance Agreement:

HMI acknowledges the indemnification and insurance requirements specified in Section 10.7 of the sample contract. We confirm our ability and agreement to fulfill these requirements upon contract award. HMI understands that actual certificates of insurance are not required at this proposal stage but is prepared to provide them upon request.

Proprietary Information Statement:

We agree that nothing contained within our submitted proposal will be considered proprietary and that all information is provided for the explicit use of the City of Roseville in assessing our suitability for the project, as per Section 10.23 of the RFP.

We are committed to full compliance with all stipulations outlined by the City of Roseville and is dedicated to delivering service of the highest quality and integrity.

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H. Exceptions
Hazardous Materials Institute (HMI) assures the City of Roseville of our robust capabilities in delivering the specified services. Since it was founded:
• HMI has not encountered any financial difficulties such as bankruptcies, liens, stop payment notices, judgments, lawsuits, arbitrations, mediations, foreclosures, or any similar actions. Our financial history is clear of any such records, underscoring our financial stability and responsible management practices. • There have been no instances where a client has terminated a contract with HMI due to a breach. Our commitment to fulfilling contractual obligations and maintaining productive client relationships has been unwavering and a cornerstone of our business ethics. • HMI possesses the necessary facilities, ability, experience, and financial resources to provide the services specified in the RFP in a satisfactory and timely manner. We have a proven track record of managing and executing complex projects efficiently and effectively, aligning with our clients' objectives and requirements.

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I. Competency of Proposers
Hazardous Materials Institute (HMI) assures the City of Roseville of our robust capabilities in delivering the specified services. Since it was founded:
• HMI has not encountered any financial difficulties such as bankruptcies, liens, stop payment notices, judgments, lawsuits, arbitrations, mediations, foreclosures, or any similar actions. Our financial history is clear of any such records, underscoring our financial stability and responsible management practices. • There have been no instances where a client has terminated a contract with HMI due to a breach. Our commitment to fulfilling contractual obligations and maintaining productive client relationships has been unwavering and a cornerstone of our business ethics. • HMI possesses the necessary facilities, ability, experience, and financial resources to provide the services specified in the RFP in a satisfactory and timely manner. We have a proven track record of managing and executing complex projects efficiently and effectively, aligning with our clients' objectives and requirements.

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APPENDICES

California Secretary of State
Electronic Filing
LLC Registration – Articles of Organization
Entity Name:

Entity (File) Number:

File Date:

Entity Type: Domestic LLC
Jurisdiction: California
Detailed Filing Information

1. Entity Name:

2. BusinessAddresses:
a. Initial Street Address of
Designated Office in California:
b. Initial Mailing Address:

3. Agent for Service of Process:

4. Management Structure:

5. Purpose Statement: The purpose ofthe limited liability company is to engage in any lawful act
or activity for which a limited liability
company may be organized underthe
California Revised Uniform Limited
LiabilityCompanyAct.

ElectronicSignature:

The organizer affirms the information contained herein is true and correct.

Organizer:

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.

Hazardous materials institute LLC
202115411434 05/30/2021
Hazardous materials institute LLC
799 Deerbrooke Trail
Auburn, California 95603
United States
799 Deerbrooke Trail
Auburn, California 95603
United States
Richard W. Harlan
3475 Sherwood Ct.

Loomis California 95650
United States All LLC Member(s)
By: Cheyenne Moseley, Assistant Secretary of
Legalzoom.com, Inc.

CONTRACTOR LICENSES
List the licenses held by your company and/or employees. The following representations are made under penalty of perjury:

CA State Lic No.
116246
28669
Name on License
Hazardous Materials Institute LLC
Hazardous Materials Institute
Class/Type
0141
Do you have a City of Roseville Business License? Yes____ No__X__ License #____________
*For Public Works Projects (SB854): Contractors must register with the Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5. The Contractor shall provide proof of current registration with the Department of Industrial Relations for both itself and all listed subcontractors with their proposal. Contractors may register at: http://www.dir.ca.gov/public-works/publicworks.html DIR contractor registration number and expiration date:
*0067845 .06.30.2027

Attachment A
PROPOSER’S CERTIFICATION
I hereby propose to furnish the goods or services specified in the Request for Proposals (“RFP”). I agree that my proposal will remain firm for a period of up to ninety (90) days in order to allow the City of Roseville (“City”) adequate time to evaluate the qualifications submitted.

I have carefully examined the Request for Proposals and any other documents accompanying or made a part of this RFP. The information contained in this proposal is true and correct to the best of my knowledge and is signed under penalty of perjury under the laws of the State of California. I further certify that I am duly authorized to submit this proposal on behalf of the firm as its authorized agent and that the firm is ready, willing and able to perform if awarded the contract.

I further certify that this proposal is made without prior understanding, agreement, connection, discussion, or conspiracy with any other person, firm or corporation submitting a proposal for the same product or service; that this proposal is fair and made without outside control, collusion, fraud or illegal action; that no officer, employee or agent of the City or any other proposer is financially interested in said proposal; that no undue influence or pressure was used against or in concert with any officer, employee or agent of the City in connection with the award or terms of the contract that will be executed as a result of this RFP; and that the undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so.

Hazardous Materials Institute (HMI)

NAME OF BUSINESS
_________________________________________________

SIGNATURE
Rich Harlan/ Owner
________________________________________________
799 Deerbrooke Trail Auburn, ca 95603
916-203-9508
EMAIL [email protected]
Type of Organization:
____ Sole Proprietorship _S___ Corporation ____ State of Incorporation ________ Partnership ____Limited Liability Company

Attachment B

LEVINE ACT DISCLOSURE STATEMENT
(The completed form submitted to the City of Roseville is a public record.) California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits any “Officer” (elected or appointed officer, any alternate thereto, and any candidate for elective office) from participating in any consideration or action related to a proceeding if they receive political contribution(s) from a party, or its agent(s), totaling more than $250 within the previous twelve (12) months, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding concerning a license, permit, other entitlement for use, franchise, or contract (collectively “license, permit, or contract”). For additional information:
https://www.roseville.ca.us/government/departments/city_clerk/transparency/levine_act.

City Officers are listed at the following sites:
• The Members of City Council - https://www.roseville.ca.us/government/city_council/meet_council • Boards & Commission Members - https://www.roseville.ca.us/government/boards_commissions Parties and their Agents are responsible for reviewing and disclosing their applicable contributions to City Officers on the record of a proceeding.

1. Have you or your entity, or any agent on behalf of youor your entity, made any political contribution(s) totaling more than $250 to any City Officer in the twelve (12) months preceding the date of the submission of your license, permit, or contract, or the anticipated date of any City Council, Board, or Commission consideration or action related to this license, permit, or contract? YES _____ NO _X____
If yes, please identify the City Officer(s):________________________________________________________________________________

2. Do you or your entity, or any agent on behalf of you or your entity, anticipate orplan to make any political contribution(s) totaling more than $250 to any City Officer in the twelve (12) months following any City Council, Board, or Commission consideration or action related to this license, permit, or contract?
YES _____ NO X_____
If yes, please identify the City Officer(s):_______________________________________________________________________________ Answering yes to either of the two questions above does not preclude the City of Roseville from considering and/or taking action on a license, permit, or contract. It does, however, potentially preclude the identified City Officers from participating in consideration of and in taking any actions related to the license, permit, or contract. Please accurately complete and sign this form, under the penalty of perjury:
___________
01/25/2026
______________________________________
_(Name of business/legal entity)
Hazardous Materials Institute LLC
___________________________________________
(Printed Name/Title of Authorized Representative)
_Rich Harlan
You must submit a supplemental form if you make any new reportable contribution(s) while the contract, license, permit, or other entitlement is being considered. If this form has not previously been submitted in connection with a contracting, licensing, entitlement or permitting process, please provide the completed form to the Office of the City Clerk for appropriate departmental routing, at: City Clerk, 311 Vernon St., Roseville, CA 95678, [email protected]

LEVINE ACT DISCLOSURE STATEMENT
(The completed form submitted to the City of Roseville is a public record.) Term Definition Law
Covered
"proceedings"
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that does not solely involve purely ministerial decisions and is:
(1) Applied for by the party;
(2) Formally or informally requested by the party; or
(3) A contract between the agency and the party or a
franchisee granted by the agency to the party, other than a contract that is competitively bid, a labor contract, or a personal employment contract.

FPPC Reg 18438.2(a)
Party
Any person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use.

Gov. Code 84308(a)(1)
Participant
Any person who is not a party but who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use and who has a financial interest in the decision. A person actively supports or opposes a particular decision in a proceeding if that person lobbies in person the officers or employees of the agency, testifies in person before the agency, or otherwise acts to influence officers of the agency.

Gov. Code 84308(a)(2)
FPPC Reg 18438.4
Agent
A person who represents a party or participant for
compensation and appears before or otherwise communicates with the governmental agency for the purpose of influencing the pending proceeding. See FPPC Reg 18438.3 for exceptions for certain consultants.

FPPC Reg 18438.3
Competitively Bid
A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the successful bidder refuses or fails to execute the contract, to the next lowest bidder with a responsive bid.

FPPC Reg 18438.2(a)(3)(A)
Labor Contract
A contract or agreement reached through collective bargaining or with a representative group regarding the salary, benefits, or terms and conditions under an employment or retirement
policy for employees or retirees, including a project labor agreement entered under Public Contract Code Section 2500.

FPPC Reg 18438.2(a)(3)(B)
Personal Employment
Contract
A contract for employment, including the terms and conditions of employment, between the agency and an agency employee.

A contract with an independent contractor is NOT a personal employment contract.

FPPC Reg 18438.2(a)(3)(C)-
(D)
A party to a proceeding before an agency involving a license, permit, or other entitlement for use shall disclose on the record of the proceeding any contribution in an amount of more than two hundred fifty dollars ($250) made within the preceding 12 months by the party or the party's agent.

A party, or agent to a party, to a proceeding involving a license, permit, or other entitlement for use pending before any agency or a participant, or agent to a participant, in the proceeding shall not make a contribution of more than two hundred fifty dollars ($250) to any officer of that agency during the proceeding and for 12 months following the date a final decision is rendered by the agency in the proceeding.
(Gov. Code, § 84308, emphasis added.)

Attachment D

NONCOLLUSION DECLARATION TO BE EXECUTED BY

BIDDER AND SUBMITTED WITH BID
The undersigned declares:

I am the Owner of Hazardous Materials Institute (HMI), the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on January 25th 2026 at 8;30 pm Auburn , Ca . ____________________________________
(Signature of Declarant)

RESUME
Richard Harlan PROFESSIONAL PROFILE
Personable and results-driven Veteran Fire Battalion Chief, Trainer/ Instructor, and Founder of Hazardous Materials institutes with 30+ years of experience and expertise to facilitate successful safety/emergency operations by applying advanced training & technical rescue proficiencies. Possesses a solid foundation in startup management, data analysis, contracting & documentation, customer service, business expansion, and safety administration from time spent in entrepreneurial capacities. Significantly gifted in identifying organizational problems and developing practical solutions. Attentive listener committed to building solid and trusted relationships with clients and Executive leadership. An asset, grow daily as a professional, and work hard in achieving the defined mission, vision and goals. Skilled in crisis management, situational awareness, stress mitigation, vicarious traumatization, peer support, and instruction. I believe in developing an environment where people can develop, grow, achieve stretch targets, and create a “can do” work ethic within my teams.

In addition, my experience has incorporated advocacy skills for building and refining processes that streamline business development to accelerate growth and produce a more exciting experience that drastically reduces churn. I have solid expertise in providing independent, handson leadership to facilitate startup growth, strategy and execution, and global expansion. I am industrious and only let up once the goal has been achieved. I am also confident and dependable but am open to seeking guidance if unsure of the way forward. My most valued trait is 'integrity'.

I am naturally optimistic, essential when working in a leadership environment.

Notable Achievements:
▪ Owner of the Hazardous Material Institute and California Safety Training. ▪ Awarded in 1998 and 2006 for exceptional contribution to the Roseville Fire Department. ▪ Certified Confined Space Rescue Technician by the State Fire Marshal. ▪ Recognized Instructor under the State Fire Marshal's guidance. ▪ Recognized Instructor under the California Specialized Training Institute. ▪ Licensed Paramedic.
▪ Expertise as a Hazmat Specialist.
▪ OSHA authorized instructor.

STRENGTHS & CAPABILITIES
▪ Leadership & Training: Leveraged strong leadership, coaching, and mentoring skills encouraged and influenced a positive safety culture, led by example, and performed what we say we will do.
▪ Cost-effective solutions: Developed budget-driven strategies to provide a cost-effective solution while maintaining standards and regulatory requirements. ▪ Expertise in Management: Strong management acumen, including problem-solving skills, critical thinking abilities, coaching skills, and project management abilities, along with an ability to build trust and relate to people at all levels. ▪ Expertise in Specialized Rescue Services: extensive experience in providing high and lowangle rescue services, successfully led organizations for delivering training required to tackle intricate rescue scenarios. Ensured the team had a swift and secure response to any emergency and safety remained in capable hands.
▪ Dedication to Safety and Compliance: provided unwavering dedication to adhering to all relevant regulations, including CAL/OSHA standards, ensuring maximum safety for both team and clients. Leveraged thorough understanding of confined space entry requirements ensures meticulous procedure adherence, thereby reducing risks and potential liabilities. ▪ Effective Communication and Collaboration: Developed organizations based upon teamwork, open communication, continuous collaboration, and transparency throughout every project and ensured that the project manager oversaw seamless coordination, timely updates, and a robust partnership with the team.
▪ Emergence Planning: Created practical, systematic, strategic emergency management planning with a risk-based approach.

ENTREPRENEURIAL EXPERIENCE
Owner
California State Training (https://californiasafetytraining.com/) ▪ A platform for providing safety training for Industrial workers and First responders. ▪ Prepared individuals for expertise and advancing their expertise in on-field safety.

SKILLS
▪ Effective Communication
▪ Entrepreneurial skills
▪ Leadership & Supervision
▪ High-risk safety education
▪ Incident management
▪ Adaptable & Efficient Response
▪ Emergency response/ management
▪ Hazardous materials
▪ Safety managementsystems
▪ Crisis & Stress management
▪ Fire management
▪ Project & Programmanagement
▪ Disaster response & recovery
▪ Contingency planning
▪ High-risk Operations management
▪ Community and social service
▪ Emergency Medical Services
▪ Top-tier Equipment & Training
▪ In-depth Risk Mitigation
▪ Expert Site Preparedness
▪ Finest Rescue Support Services
▪ Compliance, Documentation, &
Transparency
▪ Interpersonalskills
▪ Problem-solving & analytical skills
▪ New Business Development
▪ Key Initiative Development
▪ Operations and Scalability
▪ Contracts Management
▪ KPI & Performance Management
RH

CONTACT
Email [email protected]
916-203-9508
Address 799 Deerbrooke Trail
Auburn, Ca 95603

RESUME
▪ Managed experienced fire service professionals to ensure customized trainings regarding hazardous materials, CPR/first aid, etc. is provided.
▪ Provided OSHA 10-hour construction classes for all levels of construction workers and developed potential among workers for assessing & overcoming incoming hazards.
▪ Ensured efficient customer service and high-quality, high-risk safety education to individuals and organizations.

Founder/ CEO
Hazmat Material Institute (https://hmitraining.com/)
▪ Provided high-risk and high-quality rescue and emergency services such as confined space rescue training and standbys for Amador County firedistrict, Shell oil , Delta Diablo Waste Water District, Pacific Engineering, Teichert Construction and the military. ▪ Provided training on Hazwoper 8, 24 and 40-hour classes, Hazardous Material Industrial Technicians, First Responder Operations, First Responders Awareness, Decontamination, OSHA training, CPR/First aid, Wildland fires, and Wildland mitigation. ▪ Provided Safety Training to Industrial Workers and First Responders. ▪ Build stronng business by providing individuals and organisations with high-quality, high-risk safety education. ▪ Mentored several team members to become safety champions and be successfully promoted to department leadership roles. ▪ Respondedto traumatic events for first responders, receivers, peer support, law enforcement, fire service, emergency medical services, hospital personnel, and emergency management.
▪ Maintained relevant certifications for teaching and implementing relevant tasks to come alongside others who were struggling. ▪ Learned, modeled, taught, and implemented best practices. ▪ Expand offering and improve the services provided to the clients.

PROFESSIONAL EXPERIENCE
Planning Section Chief/Instructor
Sierra College Fire Academy (2002-Present)
▪ Developing the Roseville Fire Academy schedule, developing the Hot Sheet, planning meetings, developing Incident ActionPlans, and working closely with the Command Staff, instructors, and students.

Hazmat Instructor
Sierra Safety (2021-Present)
▪ Responsible for the evaluation, cost estimate, budget preparation, and justification for acquiring new equipment. ▪ Collaborated with Purchasing and vendor to secure equipment. ▪ Developed and delivered training to introduce new equipment and techniques to RFD Haz-Mat Specialists.

Hazmat Instructor
Industrial Emergency Council (2019- 2022)
▪ Responsible for the evaluation, cost estimate, budget preparation, and justification for acquiring new equipment. ▪ Collaborated with Purchasing and vendor to secure equipment. ▪ Developed and delivered training to introduce new equipment and techniques to RFD Haz-Mat Specialists.

Battalion Chief- Roseville FD (2015-2019)
▪ Responsible for the” C” shift Platoon- 33 personnel, 8 Engines, 2 Trucks, 3 Brush rigs, 2 Grass rigs, a Level 2 Hazmat team, and a mediumduty Rescue squad.

Fire Captain - Roseville FD (2006-2015) Fire Engineer / Paramedic- Roseville FD (2002-2006) Fire Engineer / Paramedic-Roseville FD (1995-2002) Fire Engineer / Paramedic-Folsom FD (1994-1995) Adjunct Instructor - Sierra College Fire Academy (1997-2004) Paramedic Instructor- Northern California Training Institute (1992- 1998)

EDUCATION
California Wildland Mitigation Specialist- NFPA certification, 2022 Instructor - California Specialized Training Institute, 2021 Fire Instructor 1- State Fire Training, 2020 Chief Officer- State Fire Training, 2015 Bachelor of Science - Union Institute & University, 2007 Company Officer- State Fire Training, 2003 Paramedic - Chabot College, 1989

TRAININGS & INVOLVEMENTS
OSHA Trainer- Certified OSHA, 2022 Rescue Technician - OSFM / Roseville FD, 2006 Scott Factory Certified SCBA Technician- Roseville FD, 1996-2006 Task Force Captain (1 or 7) - Roseville FD, 2006 Hazardous Materials Specialist- OSFM/CSTI/IC, 1996 Type I Haz-Mat Team Member- Roseville FD, 1996-2019 Engineer Cadre Member- Roseville FD, 1998-2014 Apparatus Committee Chair- Roseville FD, 1998-2019 Auto Extrication Specialist- Roseville FD, 2009-2019

RESUME
Kent Freeman

PROFESSIONAL PROFILE
Safety-oriented and rescue-focused Emergency Management Senior Instructor with decades of public and private safety experience in planning, organizing and administrating all fire department and training operations. Possesses immense knowledge in emergency operations management, public relations, equipment management, budget management, enforcing regulations, policies and procedures related to training, investigation and prevention, hazardous material response, rescue and emergency services. Trained Officer competent in assessing and eliminating risks and hazards through effective recommendations in executing corrective action plans, analyzing accidents & injuries, formulating policies & providing safety manuals and employee instructions. Well-equipped leadership and analytical skills are evidenced by the ability to improve rescue operations and emergency medical services continuously.

Notable Projects and Memberships:
 Coordinator of Technical Rescue Services for Roseville Fire Department  Senior Rescue Instructor for the Western Safety Institute  Coordinator of Basic Life Support Community Training Center  Author of State Fire Training Program for Confined Space Rescue “Awareness”  Curriculum development project leader for Confined Space Rescue “Technician” program
 Committee member and technical specialist for Cal-OSHA project on industry compliance document regarding confined space programs
 Committee member of Curriculum development team for Trench Rescue “Technician” program
 California State Certified Fire Training Officer & Fire Officer

STRENGTHS & CAPABILITIES
 Created practical, systematic, strategic emergency management planning with a riskbased approach.  Ability to deliver an innovative approach to meet the current dynamic and economic challenges encountered while achieving value-enhancing results.  Strong leadership, coaching and mentoring skills, encouraging and influencing a positive safety culture, leading by example, and doing what we say we will do.  An ability to engage with everyone across organizations by respecting and valuing the individual through a collaborative approach.
 Budget-driven to provide a cost-effective solution while maintaining standards and regulatory requirements.

PROFESSIONAL EXPERIENCE
California Health and Rescue Training (C.H.A.R.T.)
Owner and Senior Instructor (1992 - 2020)
 Provided confined space rescue standbys, training and awareness as a Technician and Senior Instructor.
 Provided Emergency Response Training and consultation for clients in private industry, water and wastewater sectors.
 Provided supervision and instruction and managed day-to-day business activities.  Provided training on Hot Work, Energy Control, Fall Protection, First Responder Operations, First Responders Awareness, Decontamination, personal water craft rescue, OSHA training, CPR/First aid, General Fire Safety.  Provided Safety Training to Fire Departments, Professional Rescuers, Industrial Workers and First Responders.
 Build strong business by providing individuals and organisations with high-quality, high-risk safety education.

SKILLS
 Effective Communication
 High-risk safety education
 Injury prevention
 Incident management
 Emergency response/ management s
 Accident investigation
 Safety management systems
 Crisis management
 Fire management
 Public relations
 Requirements analysis
 Program management
 Quality assurance
 Disaster response & recovery
 Consultancy & supervision
 Contingency planning
 Continuity of operations
 Community and social service
 Emergency Medical Services
 Training & development
 Stress management
 Haz-Mat Incident Commander
 Rescue Systems 1 Instructor
 Structural & Swift Water Rescue
 Fire Command & Management
 Incident Command Systems for
Structural Collapse
 Problem-solving & analytical skills
KF
Contact
916-838-9922
[email protected]
324 Cope Ridge Court
Roseville, CA 95747

RESUME
 Mentored several team members to become safety champions and be successfully promoted to department leadership roles.  Responded to traumatic events for first responders, receivers, peer support, law enforcement, fire service, emergency medical services, hospital personnel, and emergency management.  Maintained relevant certifications for teaching and implementing relevant tasks to come alongside others who were struggling.  Learned, modelled, taught, and implemented best practices.  Expand offerings and improve the services provided to the clients.

Roseville Fire Department (Retired)
Fire Captain (1988 - 2010)
 Perform supervisory and administrative duties.
 Supervised and overseen a fire department which includes training, day-to-day operations, prevention & maintenance, and responding to emergencies.
 Acted as the Coordinator of Technical Rescue Services; designed and disseminated training standards and methods.  Maintained computer database records/reports, fire company inspection in businesses.  Scheduled and supervised the work activities of employees, including fire lieutenants, firefighters and fire inspectors; prepared electronic and written reports on firefighting operations at specific stations.  Accomplished public requests for information regarding EMS and fire prevention, and maintained emergency and nonemergency fire response records on a regular basis.

Roseville Fire Department
Fire Engineer (1987 - 1988)
 Drove, operated, and maintained fire apparatus and equipment in response to fires & other emergencies and non-emergencies.  Assumed responsibility for operation of pumps; cleaned, washed and serviced equipment.  Conducted public talks on fire safety and fire prevention subjects.  Checked plans and installation of sprinkler systems, heat activated fire alarm systems and other fire protection devices and equipment.
 Managed operation and maintenance of fire suppression equipment, prevention and emergency medical services, protection life and property.

Roseville Fire Department,
Firefighter (1982 - 1987)
 Responded to fire and other emergency alarms.
 Maintained a state of readiness for emergency response; operated, inspected, repaired and performed other technical tasks related to the apparatus and equipment in the Fire Department.  Administered first-aid to injured or afflicted persons; stabilized patients for transport.  Provided necessary first aid and life support as necessary; operated numerous types of rescue, emergency and fire suppression equipment as necessary.
 Ensured that appropriate conditions are maintained at assigned station; ensured that all equipment and apparatus is in a constant state of readiness for emergency calls.
 Conducted a thorough check and test of self-contained breathing apparatus (SCBA) and other equipment; performed minor maintenance on apparatus and equipment.
 Participated in activities and operations in response to natural disasters, major accidents, incidents involving hazardous materials, and other emergency situations.
 Prepared periodic accurate reports regarding activities and functions of the department as assigned including those related to reporting medical service provisions.
 Developed and maintained positive, effective working relationships with district employees, volunteers, reserves, district residents, other governmental agencies and the community.

Reserve Firefighter- Napa City Fire Department (1980 - 1982)

EDUCATION
Vintage High School, Napa, CA, 1976-1979
Solano College, Fairfield, CA, 1980-1982

RESUME
Joseph Mario Tuoto III

PROFESSIONAL PROFILE
Safety-oriented and rescue-focused Emergency Management Technical Rescue and Safety Instructor with decades of public and private safety experience planning, organizing and administrating all fire and educational department and training operations. Experience as Confined Space Rescue Standby Team Member, Safety and EMT Instructor. Top provider in safety education in the fields of OSHA, Confined Space, Trench, Tower, and Low Angle Excavation.

Agencies Trained:
 Sacramento Wastewater, Woodland Wastewater, Marin Water Dist., Napa Sanitation Dist., Valle jo Water, Anheuser Bush, Gallo Wineries, Constellation Wineries, Johns Manville, Kennametal, New Millennium Steel, UC Davis Facilities Dept., San Quentin Prison Facilities’, Folsom Prison Trustee Fire Fighters, and Roseville Electric Dept..

STRENGTHS & CAPABILITIES
 Possesses critical reasoning skills and is capable of effectively applying them in stressful situations.
 Displays confidence and accepts the challenge and high degree of responsibility entailed in any position.
 Demonstrates effective communication and interpersonal skills.  Ability to inspect, clean and perform preventative maintenance on all rescue equipment.  Ability to develop, implement and provide customized better training options.

PROFESSIONAL EXPERIENCE
HMI (Hazmat Material Institute)
Technical Rescue / Safety Instructor and Confined Space Standby Team Member (2022-Present)
 Provide confined space rescue training, safety management, and standbys for the HMI’s Rescue & Medical Standby Team.
 Build strong business by providing individuals and organisations with high-quality, high-risk safety education.
 Coordinate with several safety team members and responded to traumatic events.  Maintained relevant certifications for teaching and implementing relevant tasks to come alongside others who were struggling; expand offerings and improve the services provided to the clients.
 Develop and deliver training to introduce new equipment and techniques to Haz-Mat Specialists.
 Assists in assessing potential hazards and drafts a Confined Space Rescue Preplan and a Rescue Safety Analysis.
 Identifies and communicates potential hazards to all affected parties.  Determines hazard controls and emergency contingency plans and ensures required safety equipment and PPE is readily available and in good working order.  Performs on-going monitoring of job conditions and equipment resources and reports observations and recommendations to supervisor to assure both worker and team safety is maintained throughout the duration of the task.  Completes daily ICS (Incident Command System) reports.  In case of accident, locates the patient, assesses any injuries, packages for extrication, removes patient from the threatening environment and turns over to EMS for medical attention and transport. Renders first aid and CPR to the level of training.  Follows handling, inspection, cleaning, and preventative maintenance guidelines for all rescue equipment to be in a constant state of readiness.

Maintains and accurately inventories and documents all rescue related equipment.

SKILLS
 Effective Communication
 High-risk safety education
 Injury prevention
 Incident management
 Emergency response/ management
 Hazardous materials
 Accident investigation
 Safety management systems
 Crisis management
 Fire management
 Public relations
 Requirements analysis
 Program management
 Quality assurance
 Disaster response & recovery
 Consultancy & supervision
 Contingency planning
 Continuity of operations
 Community and social service
 Emergency Medical Services
 Training & development
 Stress management
 Haz-Mat Instructor
 Fire Command & Management
 Problem-solving & analytical skills
 Safety loss & management
JM
Contact
530-269-1697
Email
12521 Grayson Road
Auburn, CA 95602

RESUME
Sierra College
Instructor (2007- 2022)
 Provide training on Emergency Medical Responder, Emergency Medical Technician, Confined Space Awareness, Low Angle Rescue, and Firefighting skills.
 Prepared performance-based objectives and outlines for course of study following curriculum guidelines and requirements of the school, State and Federal initiatives.
 Developed annual goals for program improvement; revised and updated program curriculum using performance based open entry/open exit individualized curriculum materials, as needed.  Organized program of practical and technical instruction, including demonstrations of skills required in health care professions, and lectures on theory, techniques, and terminology; prepared outline of instructional programs and studies and assembled materials to be presented; reviewed with supervisor, as needed.  Instructed students in subject areas, i.e., use, maintenance, and the safe operation of tools and equipment, codes or regulations related to the health occupations program.
 Instructed students in the importance of accuracy, neatness, efficiency, resourcefulness and good work habits in obtaining employment in hospitals or other health care related facilities.  Assisted students to develop and implement effective study skills, practices and techniques.

California Health & Rescue Training
Instructor & CE Coordinator (1992-Present)
 Served as the Primary Instructor for CPR, First Aid, Emergency Medical Responder, Fall Protection, Confined Space Entry and Rescue, Trench Rescue, and Low Angle Rescue.

Roseville Fire Department Roseville
Firefighter Paramedic/ Paramedic/ Fire Captain (1988-2012)  Served as a Firefighter Paramedic and Training Coordinator on an ALS Engine Company; paramedic representative SSVEMS comity.
 Took charge and provided patient care to the sick and injured; participated in firefighting activities and protected lives and property.
 Served as a Truck Tiller operator and Acting Captain when needed and provided company training.  Provided direction to company members at the scene of emergencies.  Provided company, as well as departmental training in the areas of Firefighting, Technical Rescue and Emergency Medical Care.

Butte College Fire Academy
EMT Instructor (1994-2000)
 Served as the primary EMT instructor/ coordinator for the fire academy and provided curriculum development and instruction services
South Placer Fire District
Firefighter EMT II (1982-1988)
 Served as a Firefighter EMT II on an ALS ambulance and provided care to the sick and injured.  As an Engine Operator and Officer on a Fire Engine directed firefighting activities at emergency scenes.

EDUCATION
Associates Degree Sierra College
Health Science / Fire Science Major
NCTI
Paramedic

TRAININGS & CERTIFICATIONS
- Firefighter I, & II - Paramedic Training/ License
- Confined Space Rescue Technician - Trench Rescue Technician - Low Angle Rescue Technician - Tower Rescue Technician - CPR Instructor - EMR Instructor
- First Aid Instructor - Fire Instructor
- Fire Officer

RESUME
Richard Sisk PROFESSIONAL PROFILE
Safety-oriented and rescue-focused Battalion Chief having 35+ years of safety experience in the planning, organizing and administration of all fire department operations. Possesses huge knowledge in fire administration, public relations, equipment management, budget management, and the enforcement of regulations, policies and procedures related to fire suppression, investigation and prevention, hazardous material response, rescue and emergency services.

Highly competent in assessing and eliminating risks and hazards through effective recommendations in executing corrective action plans, analyzing accident & injury, formulating policies & providing safety manuals and employee instructions. Well-equipped leadership and analytical skills as evidenced by ability to continuously improve fire/rescue and incident management operations and emergency medical services.

STRENGTHS & CAPABILITIES
 Created practical and strategic emergency management planning with a risk-based approach.  Ability to deliver an innovative approach to meet the current dynamic and economic challenges encountered while achieving value-enhancing results.
 Strong leadership, coaching and mentoring skills, encouraging and influencing a positive safety culture, leading by example, and doing what we say we will do.  An ability to engage with everyone across organizations by respecting and valuing the individual through a collaborative approach.
 Budget-driven to provide a cost-effective solution while maintaining regulatory requirements.  Emphasized with effective management skills and demonstrated through job performance, role modeling, good work ethic, and genuine enjoyment of the firefighting profession.  Providing Roseville residents with the services, respect and professionalism expected, including follow-up.

EMPLOYMENT TIMELINE
Batt. Chief, Commander of B Platoon - Roseville Fire Department (2012-2017) Captain T1, Leader of the “A” Shift HM Program - Roseville Fire Department (2006 – present) Captain E1 - Early member of Dive Rescue Team - Roseville Fire Department (2002 – 2006) Engineer T1, Haz-Mat Technician - Roseville Fire Department (1994 – 2002) FF/ EMT Early member of Technical Rescue Team - Roseville Fire Department (1988 – 1994) Fire Dispatcher - South Placer Fire District (1986 – 1988) Resident Fire Fighter I, II and III - South Placer Fire District (1985 – 1988)

EXPERIENCE HIGHLIGHTS
Roseville Fire Department
 Using Interest Based Negotiations, evaluated Fire Department priorities and structure with Management to reorganize Roseville Fire Department, preventing loss of services and saving $1.5M under a new budget.
 Performing responsible management, technical and administrative work in commanding and coordinating fire emergency operations, training and other related programs and services.  Overseeing, leading and managing fire personnel and ensuring operational readiness of personnel and equipment.
 Conducting routine inspections of personnel, equipment and facilities to ensure a proper and immediate state of readiness and initiate disaster operational plans as necessary.  Maintaining sufficient knowledge of new trends in the field of fire science and emergency medical services and supervising the development of new fire mutual aid and automatic agreements & procedures.

Regional Truck Operations
 Developed, presented then evaluated Truck Co. specific drills for Regional Partners in Placer County.
 Ensured all truck operations are operated in a manner consistent with meetings and exceeding all company targets.
 Ensured all drilling issues are reviewed and addressed in a timely manner.  Led the drilling operation in a way that promotes a safe environment for all workers.  Performed data analysis & provided recommendations to achieve performance & accelerate commercialization of Pathmaker.
 Conducted all business activities in accordance with HSE and legal requirements.

SKILLS
 Effective Communication
 High-risk safety education
 Training/ Organizational Analysis
 Emergency response/ managements
 Fire Development Management
 Emergency Medical Services
 Haz-Mat Incident Management
 Customer-service oriented
 Problem-solving & analytical skills
 Staff Development & Coaching
 Inventory Management
 Procurement & Budget Management
 Crisis Management
 Operations Management
 Technological Savvy

REFERENCES
Available upon request
RS

CONTACT
Phone
Email
Address

RESUME
Fire Station One Budget
 Prepared, tracked and overseen all budget items associated with Station One Budget.  Recommended financial solutions to the department based on detailed financial analysis.  Performed fiscal analysis, formulated the annual fuels management budget, and maintained a system of accounts to track expenditures.  Managed the budget from out-year planning to year-end closure.

Captain, Truck One “A” Shift
 Gained critical experience responding to multi-company incidents. Assigned to Truck One since 2006.  Perform supervisory and administrative duties; overseen a daily performance which includes training, day-to-day operations, prevention & maintenance, and responding to emergencies.
 Acted as the Coordinator of Incident Management Services; designed and disseminated training standards and methods.  Scheduled and supervised the work activities of employees; prepared reports on field operations at specific stations.  Maintained emergency and non-emergency incident response records on a regular basis.

Haz-Mat “A” Shift Team Leader
 Served as the Haz-Mat Group Supervisor on hazardous materials incidents, Level II or greater.  Prepared, scheduled and conducted Haz-Mat training for “A” Shift.  Provided training on Hazardous Material Incidents, First Responder Operations, First Responders Awareness, Decontamination, OSHA training, CPR/First aid, Wildland fires, and Wildland mitigation.  Build strong business by providing individuals and organizations with high-quality, high-risk safety education.  Mentored several team members to become safety champions and be successfully promoted to department leadership roles.  Responded to traumatic events for first responders, receivers, peer support, law enforcement, fire service, emergency medical services, hospital personnel, and emergency management.
 Learned, modelled, taught, and implemented best practices; expanded offerings and improved the services provided to the clients.

Department Elevator and Lockout Tagout Training
 Researched, scheduled and provided training for Roseville Fire Department.  Ensured the purpose and function of the training program are understood by the employees as well the skills required for the safe applications are acquired by the employees.
 Instructed employees regarding every aspect of Lockout Tagout Training under OSHA guidelines.  Provided training and consultation of LOTO including how to use rapid LOTO app and online software programs.

Salvage Equipment Purchases and Repair
 Monitored inventory of salvage equipment through a fixed budget, as well as oversee repairs of equipment.  Ensured that the parts are available within short lead times, at the most competitive price with quality and fulfilling safety standards.  Overseen the ordering, storing, receiving and distributing processes of the supplies.  Tracked inventory maintenance activities and controlled the flow of equipment.

PROFESSIONAL QUALIFICATION & TRAININGS
 B/A Public Administration
 A/S Fire Technology
 Roseville Supervisors Academy
 Chief Officer Command 2A, 2C, Management 2A
 Safety Officer S404
 S270 Air Operations
 Assistant Safety Officer Haz-Mat
 Haz-Mat Specialist Certified: California Specialized Training Institute and CSFM  Command and Control of the RIC Deployment
 Technical Rescue Awareness and Operations CSFM
 Fire Officer Certification SFM
 Swift Water 1 and 2 certified through Rescue 3 international  Auto Extrication Certified CSFM
 Trench Rescue Certified CSFM
 Heavy Rescue and Rescue System 2 Certified CSFM
 First Responder Haz-Mat Operations and Operations Decontamination  Rail Car Safety/ Haz-Mat California Specialized Training Institute  Training Instructor 1A, 1B CSFM
 Air Operations S270 CSFM
 S330 All Risk Strike Team Leader Certified by CSFM
 Multiple classes on response to terrorism from CSFM and public universitys.

City Council
Communication
Meeting Date: 6/17/2026
Item #: VII.29
File #: 0203-07
Item ID: 2026-471
Title: Managed Relay Utility Interactive Voice Response System – Contract Purchase Agreement
Contact: Jorence Wu 916-746-1261 [email protected]

SUMMARY
Staff recommends approval to execute a five-year contract purchase agreement with Selectron Technologies, Inc. for continued Interactive Voice Response (IVR) system services in the Utilities Customer Care division. The agreement will ensure the continued availability of critical customer service functions, including 24/7 customer access to utility account information and payment processing, outbound delinquency notification campaigns, and the Screen Pop feature implemented in 2025 to improve callhandling efficiency and customer experience. The total cost of the five-year contract is $569,848.08 and funding for the first year of the contract of $118,324.88 has been requested in the proposed FY2026-27 Utilities Customer Care budget in the Electric Fund and the Environmental Utilities Department's operations funds. There is no impact to the General Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve Contract Purchase Agreement (3005390) with Selectron Technologies, Inc. for Managed Relay Utility Interactive Voice Response System services, and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
Selectron Technologies, Inc. currently provides the City's Utilities Customer Care Division with an Interactive Voice Response (IVR) system that supports utility customer services through a variety of automated features, including the implementation of the Screen Pop feature in 2025. The IVR system allows customers to access utility account information and make payments via credit card or e-check 24 hours a day, 7 days a week, providing convenient self-service options outside of normal business hours.

In addition to customer-initiated services, the IVR system supports outbound notification campaigns for delinquent utility accounts through automated customer calls. These notifications provide an important and relied upon service by reminding customers of pending payments and helping reduce customer nonpayment service interruptions.

The recently implemented Screen Pop feature has further improved the efficiency of handling incoming customer calls by automatically displaying customer account information associated with the incoming phone number. This enhancement minimizes the customer verification process, reduces average call handle time, and supports the City’s ongoing efforts to improve operational efficiency and overall customer satisfaction.

This five-year contract continues our IVR system services with Selectron Technologies, Inc. The agreement will help optimize valuable City resources, provide multiple levels of redundancy and failover

protection, and ensure 24-hour system support and monitoring.

This contract utilizes GSA contact GS-35F-0315X, which expires in April 2031.

FISCAL IMPACT
The total cost of the five-year contract is $569,848.08. Funding for the first year of the contract of $118,324.88 has been requested in the proposed FY2026-27 Utilities Customer Care budget in the Electric Fund and the Environmental Utilities Department's operations funds. Future funding will be contingent on the approval of the respective annual budgets. There is no impact to the General Fund.

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

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services
Respectfully Submitted,
Jorence Wu, Customer Care Manager
Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Resolution 26-226

2. Contract Purchase Agreement 3005390
REVIEWERS:

Danika Spain, Electric Department - Utility Billing Created/Initiated - 5/21/2026 Joanna Cucchi, Electric Department - Financial & Administrative Approved - 5/22/2026 Shawn Matchim, Electric Department - All Approved - 5/28/2026 Daniel Beans, Electric Department - All Approved - 5/28/2026 Kelly Aye, City Attorney Department Approved - 6/3/2026 Katrina Six, City Clerk Department Approved - 6/3/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/4/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/5/2026 Michelle Sheidenberger, City Attorney Department Approved - 6/5/2026 Dominick Casey, City Manager Department - City Manager Approved - 6/5/2026 Katrina Six, City Clerk Department Final Approval - 6/5/2026

RESOLUTION NO. 26-226

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND SELECTRON TECHNOLOGIES, INC., AND AUTHORIZING THE

CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a Contract Purchase Agreement (3005390) for Managed Relay Utility Interactive Voice Response System services, by and between the City of Roseville and Selectron 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 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

Contract Purchase Agreement 3005390
Supplier Details:

Company Selectron Technologies Inc
Contact Aulyn Avelino
Address 13535 SW 72nd Ave Ste 200
Portland, OR 97223
Submit your response to:

Company City of Roseville
Contact Erica Kaminski
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1108
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

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

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

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

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390
Agreement 3005390
Agreement Date 20-MAY-2026
Change Order 1
Change Order Date 20-MAY-2026
Revision 1
Agreement Amount 569,848.08 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Selectron Technologies Inc
13535 SW 72nd Ave Ste 200
Portland, OR 97223
Phone:

Fax:

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

Fax:

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

VENDOR SHALL PROVIDE RELAY IVR, RELAY OUTBOUND, AND SCREEN POP IN ACCORDANCE WITH THE ATTACHED SELECTRON TECHNOLOGIES, INC.

LETTER OF UNDERSTANDING DATED 5/12/26, EXHIBIT A-SCOPE OF WORK, AND STATEMENT OF WORK DATED 2/10/26 UTILIZING GSA CONTRACT GS-35F-0315X.

ADDITIONALLY, THE ATTACHED SELECTRON TECHNOLOGIES, INC. MASTER SERVICES AND HOSTING AGREEMENT INLCLUDING EXHIBITS A-E DATED 9/7/22 SHALL ALSO BE INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

PLEASE CONTACT DANIKA SPAIN IN THE ELECTRIC DEPARTMENT AT (916) 774- 5696 OR [email protected] FOR ANY QUESTIONS REGARDING THIS AGREEMENT.
*The total agreement amount is an approximation only. The City does not guarantee whatsoever the actual value of this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 11178 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2026 31-Jan-2032 Erica Kaminski Phone 1-916-746-1108 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390
Contract Terms and Conditions

1. These Contract Terms and Conditions supplement the Letter of Understanding entered into between the parties, attached hereto (the "LOU"). Together, these Contract Terms and Conditions, the LOU, and all attachments to the LOU, are referred to as the "Agreement." In the event that the terms of these Contract Terms and Conditions conflict with any other terms of this agreement, the order of precedence laid out in the LOU will apply.

To the fullest extent allowed by law, each party shall indemnify and defend the other party, and the other party's officers, agents, employees and volunteers from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, or willful misconduct of the indemnifying party or its agents in the performance of services under this contract, but this indemnity does not apply to the extent the liability for damages for death or bodily injury to persons, injury to property, or other loss, arose solely due to negligence or willful misconduct by the indemnified party or the agents, servants, or independent contractors who are directly responsible to the indemnified party, or arising solely from the active negligence of the indemnified party. Each party's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

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

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

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Consultant is given thirty (30) days written notice. Consultant acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement; provided, however, that City considers the Software and Services to constitute essential services, and accordingly at all time during the Term will use its best efforts to obtain and maintain all necessary appropriations for payment of the Fees.

6. This Agreement may only be amended or modified in writing. This Agreement, and all attachments thereto, including the Letter of Understanding and Master Service and Hosting Agreement between the parties, is integrated and contains the complete understanding of the parties.

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

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

9. All prevailing wages and fair employment practices must be adhered to. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address:
3 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390

http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm

10. Consultant agrees to the below insurance requirements:
a. Unless otherwise specified, the Consultant shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage. b. Form. Consultant shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. c. Additional Insureds. Consultant shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of Consultant.

The additional insured coverage under the Consultant's policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater
d. Cancellation/Modification. Consultant shall provide ten (10) days written notice to City prior to cancellation or modification of any insurance required by this Agreement. e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subconsultants. Consultant agrees to include in its contracts with all subconsultants the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subconsultants work.

Furthermore, Consultant shall require its subconsultants to agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Additionally, Consultant shall obligate its subconsultants to comply with these same provisions with respect to any tertiary subconsultant, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subconsultant or tertiary subconsultant upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer 4 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390

of Consultant may acquire from Consultant by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy.

All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all worked performed by Consultant, its employees, agents and sub consultants.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Consultant of liability in excess of such coverage, if and to the extent the limitations on liability in this contract provide such so much liability nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.

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

12. This section is intentionally left blank.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ". pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

14. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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

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

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

18. This section is intentionally left blank.

19. All facilities, devices, networks and services used to store, deliver, process, backup or purge Proprietary Information (as defined in the Master Services and Hosting Agreement) will employ administrative, physical, technical, and procedural safeguards and best no less protective than those used to secure Consultant's own information of a similar type, and in no event less than reasonable in view of the type and nature of the information involved. It is the City's expectation that Consultant, at its own expense, shall perform annual audits for any data centers that house Proprietay Information, using an independent third-party audit that meets industry standards applicable to the services under this Agreement, and provide the audit report or certification upon request to City.

20. Consultant will retain Confidential Information until deleted by City or City-authorized third party, or for a time period mutually agreed upon by the parties to this Agreement. 5 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390

21. Upon termination or expiration of this Agreement, Consultant will ensure that all Confidential Information is securely transferred to City within thirty (30) calendar days. Consultant will ensure that any transfer of Confidential Information is accomplished by methods that are compatible with the relevant City systems, and that City will have access to all Confidential Information during any such transfer. Consultant shall securely dispose of all Confidential Information when requested by City and Consultant will provide written notification to City once all Confidential Information has been securely disposed of.

22. This section is intentionally left blank.

23. This section is intentionally left blank.

24. Consultant acknowledges that services rendered under this agreement shall be performed in accordance with industry standards.

25. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations.

Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

26. If the project referenced on this agreement is a Public Works project, then the following shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

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

28. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

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

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.
6 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390

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

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

Information Technology T&C Negotiated for Selectron Technologies REV 7/29/22 JS
7 X
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0 n/a

Contract Purchase Agreement 3005390
Contract Terms and Conditions
Addendum
Negotiated for Selectron Technologies, Inc. Rev. 5/20/26 JM This Addendum amends the existing negotiated City of Roseville Contract Terms and Conditions to include additional legislative requirements. The existing negotiated City of Roseville Contract Terms remain unchanged, unless expressly stated below, except that these legally required terms are now expressly incorporated.

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

New Terms and Conditions

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

2. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $500 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at:
https://www.roseville.ca.
us/government/departments/city_clerk/transparency/levine_act

3. If Consultant produces any "web content" pursuant to this Agreement, as that term is defined in section 35.104 of Title 28 of the Code of Federal Regulations, as may be amended, Consultant shall ensure that any such web content is in full compliance with all applicable requirements of the most current version of the Web Content Accessibility Guidelines, the Americans with Disabilities Act, Code of Federal Regulations and/or California law. This provision shall survive expiration and/or termination of this Agreement.
8 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES General - Required Coverage/Documentation
● General Liability: $1 Million per occurrence /$2 Million aggregate ● Automobile Liability: $1 Million combined single limit ● Workers' Compensation: Statutory *Must provide a Waiver of subrogation ● Additional Insured Endorsement (AIE) - General Liability policy: CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsement shall cover the City of Roseville, its officers, agents, employees and volunteers as additional insured. ● Policies must be primary and non-contributory
● A 30 day notice of cancellation must be provided
● List certificate holder as: The City of Roseville - Insurance Compliance, PO Box 100085-R1, Duluth, GA 30096
Additional Liability/Insurance Requirements if required by Agreement (and marked below):

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:__X__
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
9 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390
Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:____
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

How It Works
● The vendor's contact information is entered into EBIX. EBIX will contact the vendor to request proof of insurance.
● The Vendor can forward the request to their Insurance Agent(s) if necessary. ● Vendor/Insurance Agent submits insurance to EBIX by email to [email protected] or by fax to (770) 325-5727. After faxing or emailing the certificate, please DO NOT send the certificate by mail to EBIX. Please do not mail, email or fax any certificates to the City of Roseville. ● Once submitted, EBIX reviews the insurance documentation. If there are deficiencies, EBIX will send a follow up letter or email requesting additional information.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202 10 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Contract Purchase Agreement 3005390
Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0 Secretary
President
5/20/2026
Todd Johnston
Stefanie Johnston
5/20/2026










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Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

13535 SW 72nd Avenue | Suite 200 | Portland, OR 97223
Phone: 866.878.0048 | Fax: 503.443.2052
Selectron.com | [email protected]
May 12, 2026
Jorence Wu
Customer Care Manager
Roseville Electric Utility – Utility Billing
311 Vernon Street
Roseville CA 95678
Dear Ms. Wu,
This letter is intended to be a letter of understanding between the City and Selectron Technologies, Inc., regarding the Scope of Work and for the implementation of your Selectron system.

As accepted by the City, this will constitute acceptance of the items within this letter, the enclosed Statement of Work and the terms and conditions currently in effect in the Master Services and Hosting Agreement for the renewal and purchase of the Selectron Solution. If there is a conflict with a term within these documents, the order of precedence will be:
• Letter of Understanding
• Scope of Work starting on page 2 of this letter
• Statement of Work starting on page 6 of this letter
• Master Services and Hosting Agreement executed on September 7, 2022
If you have any questions or concerns, please do not hesitate to contact us at your earliest convenience.

Sincerely,
Todd A. Johnston
President and CEO
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

GSA Contract #GS-35F-0315X
City of Roseville, CA
Relay IVR & Relay Outbound: 5-Year Renewal
2/1/2027 2/1/2028 2/1/2029 2/1/2030 2/1/2031
1/31/2028 1/31/2029 1/31/2030 1/31/2031 1/31/2032
GSA Total $102,076.41 $102,076.41 $102,076.41 $102,076.41 $102,076.41 Non-GSA Total $10,200.00 $10,200.00 $10,200.00 $10,200.00 $10,200.00 Total $112,276.41 $112,276.41 $112,276.41 $112,276.41 $112,276.41 5-Year Commitment Discount -$10,200.00 -$10,200.00 -$10,200.00 -$10,200.00 -$10,200.00 TOTAL $102,076.41 $102,076.41 $102,076.41 $102,076.41 $102,076.41 Calls and messages are included for features purchased. 5-Year Total: $510,382.03 5-Year Commitment Savings:
1-year 5-years
Existing Annual Fees $112,108.16 $560,540.80
New Annual Fees (5-yr commit) $102,076.41 $510,382.03
Total Saved $10,031.75 $50,158.77
Screen Pop: Renewal (7/1/2026 - 1/31/2032)
Screen Pop will be prorated to align with Relay IVR payment schedule and commitment. 7/1/2026 - 1/31/2027: $5,862.85
2/1/2027 - 1/31/2028: $10,385.62
2/1/2028 - 1/31/2029: $10,553.13
2/1/2029 - 1/31/2030: $10,720.64
2/1/2030 - 1/31/2031: $10,888.15
2/1/2031 - 1/31/2032: $11,055.66
Total: $59,466.05
Total Relay IVR, Relay Outbound, and Screen Pop
7/1/2026 - 1/31/2027: $5,862.85
2/1/2027 - 1/31/2028: $112,462.03
2/1/2028 - 1/31/2029: $112,629.54
2/1/2029 - 1/31/2030: $112,797.05
2/1/2030 - 1/31/2031: $112,964.56
2/1/2031 - 1/31/2032: $113,132.07
Total: $569,848.08
See page 2 for pricing details and qualified discounts.

Exhibit A-Scope of Work
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Relay IVR & Relay Outbound 5-Year Renewal
2/1/2027 Relay IVR & Outbound Annual Services with Calls and Messages $ 104,693.75 1/30/2028 (SIN 54151S, PS-WSSLS, 625 Hours)
GSA Volume Discount $ (2,617.34)
TOTAL $ 102,076.41
2/1/2028 Relay IVR & Outbound Annual Services with Calls and Messages $ 104,693.75 1/31/2029 (SIN 54151S, PS-WSSLS, 625 Hours)
GSA Volume Discount $ (2,617.34)
TOTAL $ 102,076.41
2/1/2029 Relay IVR & Outbound Annual Services with Calls and Messages $ 104,693.75 1/31/2030 (SIN 54151S, PS-WSSLS, 625 Hours)
GSA Volume Discount $ (2,617.34)
TOTAL $ 102,076.41
2/1/2030 Relay IVR & Outbound Annual Services with Calls and Messages $ 104,693.75 1/31/2031 (SIN 54151S, PS-WSSLS, 625 Hours)
GSA Volume Discount $ (2,617.34)
TOTAL $ 102,076.41
2/1/2031 Relay IVR & Outbound Annual Services with Calls and Messages $ 104,693.75 1/31/2032 (SIN 54151S, PS-WSSLS, 625 Hours)
GSA Volume Discount $ (2,617.34)
TOTAL $ 102,076.41
2/1/2027 Hosted Platform Fees $ 10,200.00
1/31/2028 5-Year Commitment Discount $ (10,200.00)
YEAR 1 TOTAL $ -
2/1/2028 Hosted Platform Fees $ 10,200.00
1/31/2029 5-Year Commitment Discount $ (10,200.00)
YEAR 2 TOTAL $ -
2/1/2029 Hosted Platform Fees $ 10,200.00
1/31/2030 5-Year Commitment Discount $ (10,200.00)
YEAR 3 TOTAL $ -
2/1/2030 Hosted Platform Fees $ 10,200.00
1/31/2031 5-Year Commitment Discount $ (10,200.00)
YEAR 4 TOTAL $ -
2/1/2031 Hosted Platform Fees $ 10,200.00
1/31/2032 5-Year Commitment Discount $ (10,200.00)
YEAR 5 TOTAL $ -

PRICING DETAILS
GSA 5 Year Renewal
Additional Non-GSA 5-Year Renewal

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Screen Pop Renewal (7/1/2026 - 1/31/2032)
7/1/2026 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS, 35 Hours) $ 5,862.85 1/31/2027
TOTAL $ 5,862.85
2/1/2027 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS, 62 Hours) $ 10,385.62 1/31/2028
TOTAL $ 10,385.62
2/1/2028 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS, 63 Hours) $ 10,553.13 1/31/2029
TOTAL $ 10,553.13
2/1/2029 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS) (64 Hours) $ 10,720.64 1/31/2030
TOTAL $ 10,720.64
2/1/2030 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS) (65 Hours) $ 10,888.15 1/31/2031
TOTAL $ 10,888.15
2/1/2031 CTI Screen Pop Annual Service Fee (SIN 54151S, PS-WSSLS) (66 Hours) $ 11,055.66 1/31/2032
TOTAL $ 11,055.66
GSA 5 Year Renewal

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

PRICING & PAYMENT INFORMATION
The contract period begins upon execution. Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor.

ANNUAL FEES, BUNDLES, AND SUPPORT
100% Recurring fees are invoiced 45 days prior to renewal.

CHANGE ORDERS INCLUDING TIME AND MATERIAL RATES
• All service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are considered outside of the scope of this project effort. Out of scope services will be invoiced at Selectron’s then current Time and Material rate, currently $167.51 per hour. • If the out of scope services require a formal change order, the Company and Customer will mutually agree in writing, which will include a scope of work, timeline for delivery, Company and Customer responsibilities and the price terms and conditions. Customer acknowledges that such Change Orders may affect the implementation schedule and dates otherwise established as part of the project plan. • If Customer requires additional documentation, services to prepare this documentation will be invoiced at Selectron’s then current Time and Material rate, currently $167.51 per hour, 4-hour minimum.

TAXES
Sales Tax or any other applicable taxes are not included in any of the pricing in this agreement. All applicable taxes will be invoiced, collected and remitted in accordance with state and local tax laws.

PAYMENT TERMS
Terms are net 30 days from date of invoice. Past due invoices are subject to a 1.5% per month late fee. All presented pricing is in US Dollars.

VENDOR INFORMATION
Selectron Technologies, Inc.
13535 SW 72nd Avenue, Suite 200
Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Statement of Work
Contract Renewal
Relay Utility IVR
Relay Outbound

1. Overview ......................................................................................................2

1.1. Revision History................................................................................................................ 2

2. Current Functionality ....................................................................................3

2.1. The Relay Platform – Utility Pack ..................................................................................... 3

3. System Integration........................................................................................3

4. Deployment Model.......................................................................................4

5. Responsibilities.............................................................................................4

5.1. Selectron Technologies, Inc.............................................................................................. 4

5.2. Roseville, CA..................................................................................................................... 4 Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

February 10, 2026 Page 2 of 5

1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Roseville, CA (Roseville or Customer). This agreement includes the continuation of the Customer’s existing Selectron solutions, with all functionality remaining unchanged.

1.1. Revision History
Version # Details Date

1.0 Initial Release 06/29/2021

2.0 Contract Renewal 02/10/2026
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

February 10, 2026 Page 3 of 5

2. Current Functionality
Please note that for these solutions, no new functionality is included in this contract renewal agreement. This section details an overview of existing functionality that will continue to operate as outlined in the initial Statement of Work from date 6/29/2021, with additional functionality deployed since then. All functions and features continue to depend on the Customer’s application database(s) being accessible to Relay to provide the requested data. The current business rules for these solutions will not be changed under this Statement of Work.

2.1. The Relay Platform – Utility Pack
The Customer’s solution is currently configured with the Relay Utility Pack and, per the contract renewal, this configuration will continue. This includes:

Relay Utility IVR
Selectron will continue to maintain, support, and host the Customer’s Relay IVR solutions integrated with Harris – Cayenta. All existing IVR features and functionality will continue unchanged.

Relay Outbound
Selectron will continue to maintain, support, and host the Customer’s Relay Outbound solution, which includes 2 automated notifications: Bill Delinquency and Final Notice.

Screen Pop
The Relay solution will continue to use Screen Pop features and functionality for 15 agent licenses.

Custom Transfer Features
The custom express routing from the CSR to the IVR for payment processing will also be included in this contract renewal. All current functionality, including custom reporting and optional transfer back to CSR, will continue.

Administrative Tools
Selectron will continue to maintain, support, and host the administrative tools that allow the Customer to manage options and view reporting for the solution.

3. System Integration
It is anticipated that Selectron will continue integrating with the Customer’s backend application database. All data-based interactivity on the solution is reliant upon data being available via the application vendor currently used APIs. If at any time the necessary data are not available via the included APIs, the solution's functionality will be affected.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

February 10, 2026 Page 4 of 5

4. Deployment Model
This implementation of Relay will continue being deployed in Selectron’s Relay Managed Services environment. Relay Managed Services is a hosted application environment, located in Selectron’s hosting facility. Selectron’s hosting facility is a co-located data center featuring keyed entry and individual server locks for security. With a Managed Services solution, Selectron owns all hardware and is responsible for security, ongoing maintenance, and proactive support.

5. Responsibilities

5.1. Selectron Technologies, Inc.

This section outlines Selectron Technologies’ responsibilities regarding continuation of service and solution functionality.

5.1.1. Continuation of Service
After contract renewal, Selectron Technologies' solutions for the Customer shall continue in functionality and service.

5.1.2. Interface Upgrades
Should the Customer’s database application release new updates to their application or its interface, upgrading the Relay interface to be compatible with any of the Customer’s application databases (or other application database software) may require professional services outside the scope of this service.

5.2. Roseville, CA
This section outlines the Customer’s service implementation and maintenance requirements and responsibilities.

5.2.1. Provide System Access
Selectron Technologies may require access to the Customer’s network and database/ system. Changing or deleting access accounts could disrupt service for the interactive solution and/or Selectron Technologies’ ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application Database, the payment gateway, or the network are modified. The Customer is responsible for providing Selectron with appropriate application database and payment gateway network access as defined in the System Integration section.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

February 10, 2026 Page 5 of 5

5.2.2. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgment to Selectron’s Customer Support Department. The Customer is responsible for updating Selectron of the current authorized contact and any changes to the contact in the future. A significant change is a modification that will A) change system behavior, B) allow users to change the system, or C) allow access to protected data.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement") by and between Selectron Technologies, Inc., an Oregon corporation having a principal place of business at 12323 SW 66th Avenue, Portland, OR 97223, and its successors and assigns ("Selectron"), and Roseville, CA ("Licensee").

Recitals
Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to certain software and materials, identified more particularly in this Agreement as the "Licensed Software"; and Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron's application hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.

Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following terms and conditions, which set forth the rights, duties and obligations of the parties:

Agreement

1. Definitions
For purposes of this Agreement, the following terms shall have the following meanings. Any capitalized terms used in this Agreement that are not defined in this Section 1 shall have the meaning given to them elsewhere in this
Agreement.

1.1 "Aggregate Data" means information,
data, and statistics about a group of individuals,
organizations, or transactions that cannot be used to
identify Licensee or a particular individual, including Licensee Data that has been de-identified and anonymized and combined with data about other individuals and
transactions.

1.2 "Authorized User" means an Employee
that Licensee provides with access to the Licensed
Software.

1.3 "Customer Tools" means the Licensed
Software components and interfaces that, as described in the Documentation, are designed and intended to be
accessed by customers of Licensee through an application that is set up and maintained as part of the Services and/or Licensee's website.

1.4 "Derivative Work" shall mean a new or
modified work that is based on or derived from a
preexisting work, including, without limitation, a work that in the absence of a license, would infringe the Intellectual Property Rights associated with such preexisting work.

1.5 "Documentation" shall mean the
standard documentation for the Licensed Software, as
generally provided by Selectron to its othercustomers.

1.6 "Employee" shall mean a then-current
employee of Licensee.

1.7 "Intellectual Property Rights" shall mean
all rights associated with (a) patents, designs, algorithms, and other industrial property rights; (b) works of
authorship, including copyrights, "moral rights", and
derivative works thereof; (c) the protection of trade and industrial secrets and confidential information;
(d) Trademarks (as defined herein); (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether
arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, divisions, continuations, renewals, extensions, divisions, and reissuances of any of the foregoing, now existing or acquired in the future.

1.8 "Licensed Software" shall mean,
collectively, (a) the software programs that are listed in Exhibit A and further described in the included Statement of Work; (b) the Documentation; and (c) any Updates.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

1.9 "Licensee Data" means structured data
about and identifiable to customers of Licensee, including without limitation data about transactions between such customers and Licensee, (a) that Licensee provides to
Selectron to enable Selectron to provide the Licensed
Software and the Services, (b) that Selectron collects from Licensee's customers to facilitate payments by those
customers to Licensee, or (c) that Selectron otherwise
collects or creates, including by automated means, in the course of performing the Services or providing the Licensed Software to Licensee.

1.10 "PCI Data" means Cardholder Data
(including, without limitation, Primary Account Number, cardholder name, expiration date, and Service Code) and Sensitive Authentication Data (including without limitation full magnetic stripe data or the equivalent on a chip,
CAV2/CVC2/CW2/CID, PINs/PIN block), as such terms are
defined by the PCI Security Standards Council.

1.11 "Security Incident" means a breach of
security resulting in an unauthorized third party gaining access to Licensee Data if (a) such breach creates a
substantial risk of harm to Licensee or any individual(s) and (b) the Licensee Data was accessed in unencrypted, usable, or readable form or it is reasonably likely that the
unauthorized third party has acquired or will acquire the decryption key or other means of converting the Licensee Data to readable or usable form.

1.12 "Services" means the outbound call
management, customization, training, set-up,
configuration, or other services listed in Exhibit A and further described in the included Statement of Work
hereto, the Technical Support Services, and any other
services Selectron provides to Licensee as described
herein.

1.13 "Technical Support Services" means the
maintenance and technical support services described in Exhibit B hereto.

1.14 "Term" shall have the meaning set forth
in Section 11.1.

1.15 ''Trademarks" shall mean (a) the
trademarks, trade names, and service marks used by a
party, whether registered or unregistered; (b) the
respective stylistic marks and distinctive logotypes for such trademarks, trade names, and service marks; (c) such other marks and logotypes as either party may designate from
time to time in writing; and (d) the goodwill
connected with the use of and symbolized by any of the
foregoing.

1.16 "Updates" shall mean any modifications,
error corrections, bug fixes, new releases, or other updates of or to Licensed Software, including the Documentation, that may be provided or otherwise made available
hereunder by Selectron to Licensee during the Term.

1.17 "Work Product" means any and all work
product, deliverables, materials, drawings, works of
authorship, creative works, designs, inventions,
documentation, methods, processes, techniques,
software, reports, or data created or developed by
Selectron in the course of performing the Services or
providing the Licensed Software, excluding Licensee Data.

2. Grant of License; Restrictions

2.1 Grant of License to Use Licensed
Software. Subject to the terms and conditions of this
Agreement, including the End User License Agreement
("EULA") attached hereto as Exhibit D which is
incorporated into and made a part hereof, and the timely payment of all fees hereunder, Selectron hereby grants to Licensee a non-exclusive, nontransferable,
nonsublicensable, limited license, during the Term, to
access and use the Licensed Software solely in accordance with the Documentation and the EULA and solely for
Licensee's own internal business use. Except as set forth in this Section 2.1 or the EULA, no other right or license of any kind is granted by Selectron to Licensee hereunder with respect to the Licensed Software.

2.2 Software Restrictions. Licensee hereby
acknowledges and agrees that it shall not use the Licensed Software for any purpose other than the purpose for which Selectron has developed the Licensed Software, and that it shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules, and regulations. In the event of any violation of this Section 2.2 or the terms of the EULA by Licensee or any person Licensee provides with
access to the Licensed Software (whether or not such
person is an Authorized User), Selectron may terminate
this Agreement in accordance with Section 11.2, and shall be entitled to equitable relief in accordance with Section

12.5. 2.3 Data Restrictions. Selectron hereby
acknowledges that the Licensee Data may contain
sensitive, personally-identifiable information. Selectron will not disclose Licensee Data to any third-party except as required to perform its obligations under this Agreement Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

(e.g., transmittal of PCI Data to Licensee's designated payment gateway} and will maintain and use the Licensee Data only for purposes of performing its obligations under this Agreement. Except as otherwise expressly provided
herein, Selectron will promptly delete any Licensee Data that Licensee requests in writing to be deleted (except for data retention required by law}.

2.4 Rights in Aggregate Data.

Notwithstanding Section 2.3, Selectron may, (a} during the term of this Agreement, use and analyze the Licensee Data to generate Aggregate Data and (b} during and after the term of this Agreement, retain, use, publish, and otherwise disclose Aggregate Data without restriction, so long as the Aggregate Data is disclosed in a form in which it cannot be used to identify Licensee or any particular individual(s}. By way of example and without creating any limitation,
Selectron may analyze the Licensee Data along with data gathered from other sources to generate statistics and
analytics about success rates of municipalities in collecting payments in response to application notification calls.

3. Deliverables and Services

3.1 Services. Selectron shall perform the
Services described in Exhibit A and the included Statement of Work and the Technical Support Services described in Exhibit Bin accordance with the terms of this Agreement.

3.2 Delivery, Testing, and Acceptance. All
deliveries of equipment or physical goods required under this Agreement shall be F.C.A. Selectron's facilities.

Selectron shall provide Licensee with the Documentation and access to the Licensed Software according to the
delivery, testing, and acceptance schedule and terms and conditions set forth in Exhibit A and the included
Statement of Work. Unless a testing period of different duration is set forth in Exhibit A or the included Statement of Work, Licensee shall have a testing period of thirty (30} days from the date of delivery of any Licensed Software, including any customized Licensed Software, to inspect
and test the Licensed Software. If Licensee provides
Selectron with written notice during the applicable testing period describing the Licensed Software's failure to
substantially comply with the limited warranty set forth in Section 7.2 in sufficient detail to enable Selectron to reproduce such failure, the Service Fees for the nonconforming Licensed Software shall be suspended until Selectron corrects any such substantial non-conformity. If Licensee does not provide such notice during the testing teriod, the Licensed Software shall be deemed accepted, and Licensee's sole remedy for any non-conformance shall be the Technical Support Services provided hereunder.

3.3 Authorized Users; Licensee
Identification and Passwords. Except as provided in
Section 3.4, Licensee shall not permit any person to access the Licensed Software other than Employees whom
Licensee has designated as Authorized Users. Each
individual natural person shall be a separate Authorized User for purposes of this Agreement. Licensee shall create or request that Selectron create unique log-in credentials, consisting of a "User Identification" and "User Password" for each individual Authorized User who shall be accessin� the Licensed Software. Licensee hereby acknowledges that Licensee and its Authorized Users bear sole responsibility for protecting the confidentiality of all User Passwords and shall remain fully responsible and liable for(and Selectron shall not be responsible or liable for} any unauthorized use of any User Identifications or User Passwords. Licensee shall not share or disclose, and shall not permit any
Authorized User to share or disclose, such Authorized
User's log-in credentials with or to any other individual or entity, even if such other individual is also anAuthorized User. A User Identification may not be transferred from one Authorized User to another Authorized User. Licensee shall promptly terminate (or cause to be terminated by
requesting that Selectron terminate} the User
Identification for any individual who ceases to be an
Authorized User for any reason, including without
limitation due to termination of such individual's
employment with Licensee. Licensee shall promptly notify Selectron if it discovers or suspects that any log-in
credentials have been accessed or used by any person
other than the Authorized User to which such log-in
credentials were granted, in which case Selectron shall promptly reset or provide Licensee with a means of
resetting the password associated with such log-in
credentials.

3.4 Customer Tools. Licensee maypermit its
customers to access and use the Customer Tools solely
through Licensee's website and/or an application that is set up and maintained as part of the Services, and solely for the purpose of enabling such customers to (a} receive notifications sent by or on behalf of Licensee, (b} make payments to Licensee, (c} view their invoices from Licensee and history of payments to Licensee, and (d} update their contact information with Licensee.

3.5 Hosting. During the Term, Selectron
and/or its designees shall host and maintain the Licensed Software, and provide access thereto, subject to the terms and conditions of this Agreement and the EULA.

3.6 Updates, Maintenance, and Technical
Support. During the Term, Selectron shall provide
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Licensee with Updates as they are made generallyavailable by Selectron to its other customers, as well as maintenance and technical support, in accordance with the terms and conditions set forth in Exhibit B. Any Updateprovided or made available by Selectron hereunder shall be deemed
part of the Licensed Software and shall be subject to the terms and conditions of this Agreement.

3. 7 Other Modifications to the Licensed
Software. Licensee understands and agrees thatSelectron may make modifications and updates to the Licensed
Software from time to time. Selectron may determine in its sole discretion whether to provide such modifications and updates to Licensee and its other customers as an Update hereunder, or whether such modifications and updates will be issued as a separate or new product or premium version of the Licensed Software that is available only at an
additional charge.

3.8 Further Licensee Obligations. Licensee
shall be solely responsible for acquiring and maintaining, at its own expense, the necessary equipment and Internet and telecommunication services required to access the
Licensed Software and the Services. Licensee
acknowledges that Selectron shall have no obligation to assist Licensee in using or accessing the Licensed Software or the Service except as expressly set forth in this
Agreement.

4. Fees and Payment

4.1 Service Fees. Licensee shall pay to
Selectron service fees ("Service Fees") in the amountsand according to the terms and conditions set forth in Exhibit A. In addition to the payment of Service Fees, unless
different terms are provided for in Exhibit A. Licensee agrees to reimburse Selectron for all actual, documented and reasonable travel and out-of-pocket expenses
incurred by Selectron in connection with the performance of any Services.

4.2 Payment Terms. Unless different
payment terms are set forth in Exhibit A, all fees and
expenses payable hereunder shall be due thirty (30) days from the date of invoice, and any amounts not paid when due will incur late fee charges at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, calculated on a daily basis. If any amounts are past due and outstanding, Selectron reserves the right to suspend the licenses granted hereunder,
suspend access to the Licensed Software, and discontinue the Services until all outstanding amounts are paid.

Selectron is entitled to recover all costs of collection including attorney's fees and related expenses.
'

4.3 Disputed Amounts. Any disputed
charges must be presented by Licensee to Selectron in
writing within fifteen (15) days of the date of invoice, and the parties agree to cooperate in good faith to promptly resolve any disputed invoice within fifteen (15) days of Selectron's receipt of Licensee's written notice of dispute.

In the event Licensee disputes any amounts invoiced by
Selectron in good faith, the undisputed amount shall be paid when due, and only disputed amounts shall be
withheld pending resolution of the dispute. If payment ofa disputed amount has already been made and later
resolution of the dispute is in Licensee's favor, a credit will be issued by Selectron to Licensee on the next invoice.

4.4 Fee Increases. During the Initial Term,
the Service Fees set forth in Exhibit A shall apply. After the Initial Term (as defined in Section 11.1 below), Selectron may increase or change its fees by providing Licenseewith notice of such increase or change at least ninety (90) days prior to the effective date of such increase or change.

Licensee's sole alternative to such fee increase or change shall be to terminate this Agreement by providing notice of termination to Selectron within twenty (20) days after
receipt of the notice of price increase or change, which termination will become effective thirty (30) days after such written notice of termination.

4.5 Taxes. All prices set forth in this
Agreement are in U.S. Dollars and are exclusive of any
applicable taxes. Licensee shall pay, indemnify, and hold Selectron harmless from all import and export duties,
customs fees, levies, or imposts, and all sales, use, value added, or other taxes or governmental charges of any
nature, including penalties and interest, and all
government permit or license fees assessed upon or with respect to any products sold, leased, or licensed to
Licensee and any services rendered to Licensee; provided, however, that Licensee shall not be responsible for paying any taxes imposed on, or with respect to, Selectron's
income, revenues, gross receipts, personnel, or real or personal property or other assets.

5. Proprietary Rights
As between Selectron and Licensee, Selectron and/or its licensors own and shall retain all right, title and interest, including, without limitation, all Intellectual Property Rights in and to the Licensed Software and any Work
Product resulting from performance of the Services and
any portions thereof, including without limitation any copy Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

or Derivative Work of the Licensed Software (or any
portion thereof) and any Updates and upgrades thereto.

Licensee agrees to take any action reasonably requested by Selectron to evidence, maintain, enforce, or defend the foregoing. Licensee shall not take any action to jeopardize, encumber, limit, or interfere in any manner with
Selectron's or its licensors' ownership of and rights with respect to the Licensed Software or Service, or any
Derivative Work or Update or upgrade thereto. The
Licensed Software and any Work Product are licensed, not sold, and Licensee shall have only those rights in and to the Licensed Software and Work Product and any Derivative
Work or Update or upgrade thereto as are expressly
granted to it under this Agreement, including the EULA.

6. Proprietary Information
During the Term of this Agreement and after the
termination of this Agreement, the parties will take all steps reasonably necessary to hold the other party's
Proprietary Information in confidence, will not use the disclosing party's Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Proprietary Information to any third party without the disclosing party's expressprior written consent; provided, however, that each party (the "receiving party") may disclose Proprietary Information of the other party (the "disclosing party") (a) to such receiving party's employees, directors, officers, contractors, and agents (collectively, "Representatives") who have a need to know such information and who have been advised of
and have agreed to comply with the confidentiality
restrictions contained in this Section 6 and (b) to such third parties as are authorized or directed by the disclosing party in writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. "Proprietary Information" belonging to a disclosing party includes, but is not limited to, such disclosing party's (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how,
improvements, discoveries, developments, designs, and
techniques; (b) information regarding its plans for
research, development, new products, marketing and
selling, budgets and unpublished financial statements
licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation of
employees, and (d) other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the information or the circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. Proprietary
Information includes reports, analyses, notes, and other information or materials that contain or are derived using the disclosing party's Proprietary Information, even if developed in whole or in part by the receiving party.

For clarity, information about the Licensed Software,
including information about its features, functionality, and pricing, are and shall remain the Proprietary Information of Selectron. For further clarity, Licensee Data is and shall remain the Proprietary Information of Licensee.

Notwithstanding the foregoing, information will not be
considered to be Proprietary Information if (a) it is readily available to the public other than by a breach of this
Agreement; (b) it has been rightfully received by the
receiving party from a third party without confidentiality limitations; (c) it has been independently developed by the receiving party without reference to or use of the
disclosing party's Proprietary Information; or (d) it was rightfully known to the receiving party prior to its first receipt from the disclosing party. The receiving party shall be entitled to disclose the disclosing party's Proprietary Information if required by law or a judicial order; provided that the receiving party first provides prompt notice of the required disclosure to the disclosing party, and complies with any protective or similar order obtained by the
disclosing party limiting the required disclosure.

7. Representations and Warranties; Warranty
Disclaimer.

7.1 Mutual Representations. Each party
represents and warrants to the other party that the
execution, delivery and performance of this Agreement
(a) is within its corporate, municipal, or governmental powers, as the case may be (b) has been duly authorized by all necessary corporate, municipal, or governmental
action on such party's part, and (c) does not and shall not contravene or constitute a default under, and is not and shall not be inconsistent with, any law, regulation,
judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party.

7.2 Limited Software Warranty and
Exclusive Remedy. Subject to the limitations set forth in this Agreement, Selectron represents and warrants to
Licensee that the Licensed Software, when used in
accordance with the Documentation, shall throughout the Term substantially conform to the functional specifications in such Documentation. If Licensee finds what it reasonably believes to be a failure of the Licensed Software to
substantially conform to the functional specifications in the Documentation, and provides Selectron with a written report that describes such failure
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

in sufficient detail to enable Selectron to reproduce such failure, Selectron shall use commercially reasonable efforts to correct or provide a workaround for such failure at no additional charge to Licensee in accordance with Exhibit B hereto. Outside the United States, this limited warranty is only available with proof of purchase from an authorized source. EXCEPT FOR THE EXPRESS WARRANTY ABOVE,

SELECTRON PROVIDES THE LICENSED SOFTWARE TO
LICENSEE "AS IS" AND "AS AVAILABLE." SELECTRON MAKES

NO WARRANTY THAT ALL ERRORS, FAILURES, OR DEFECTS

SHALL BE CORRECTED, OR THAT ACCESS TO OR USE OF THE
LICENSED SOFTWARE SHALL BE UNINTERRUPTED, ERRORFREE, OR SECURE. NO ORAL OR WRITTEN INFORMATION

OR ADVICE PROVIDED BY SELECTRON, ITS AGENTS, OR ITS

EMPLOYEES, SHALL CREATE ANY WARRANTY OR IN ANY

WAY INCREASE THE SCOPE OF THE WARRANTIES

EXPRESSLY PROVIDED IN THIS
AGREEMENT. This Section states the entire liability of
Selectron and the sole and exclusive remedy of Licensee with respect to any breach of the foregoing express
warranty.
7 .3 Limited Services Warranty and
Exclusive Remedy. Subject to the limitations set forth in this Agreement, Selectron warrants that the Services shall be performed in a professional and workmanlike manner.

Selectron's sole obligation, and Licensee's exclusive
remedy for breach of the foregoing warranty, is that
Selectron shall use its commercially reasonable efforts to re-perform the Services or otherwise cure such breach. If, in Selectron's sole judgement, curing the breach is not commercially feasible, Selectron shall credit Licensee for a portion of the fees allocable to the affected period of time that is proportionate to the period the Services or
Licensee's ability to access or use the Licensed Software was impaired.

7.4 Disclaimer of Other Warranties. THE
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND
SECTION 8.5.5 CONSTITUTE THE ONLY WARRANTIES MADE

BY SELECTRON WITH RESPECT TO THE LICENSED

SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT
MATTER OF THIS AGREEMENT. SELECTRON MAKES NO

OTHER, AND HEREBY DISCLAIMS ALL OTHER,

REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF

ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT

OR BY OPERATION OF LAW), OR STATUTORY, WITH

RESPECT TO THE LICENSED SOFTWARE, THE SERVICES, OR
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.

SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR

CONDITIONS OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT,

AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF

DEALING, COURSE OF PERFORMANCE, OR USAGE OF
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE

OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE

ERROR-FREE OR SECURE, OR THAT OPERATION OF THE

LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND

HEREBY DISCLAIMS ANY AND ALL LIABILITY IN
CONNECTION THEREWITH. LICENSEE ACKNOWLEDGES

THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION

8.55 OF THIS AGREEMENT.
7 .5 Defects Not Covered by Warranties.

Selectron shall have no obligations under Section 7.2 to the extent any nonconformance or failure of, or error in, the Licensed Software is caused by (a) use of any attachment, feature, hardware, software, or device in connection with the Licensed Software, or combination of the Licensed
Software with any other materials or service, unless the combination is performed by Selectron;
(b) transportation, neglect, misuse, or misapplication of the Licensed Software, or any use of the Licensed Software that is not in accordance with this Agreement, the EULA, and/or the Documentation; (c) alteration, modification, or enhancement of the Licensed Software, except as may be
performed by-selectron; (d) failure to provide a suitable use environment for all or any part of the Licensed
Software; or (e) failure to maintain systems and
environments that are compatible with Updates.

8. Security

8.1 Internet Security. Selectron's Licensed
Software is made available through the Internet and may be used to access and transfer information over the
Internet. Licensee is solely responsible for the security and integrity of information it transfers from the Licensed Software, if any. Selectron makes no representations or warranties to Licensee regarding (a) the security or privacy of Licensee's network environment, or (b) any third-party technologies' or services' ability to meet Licensee's security and privacy needs. These third-party technologies and
services may include, but are not limited to, operating systems, database management systems, web servers, and
payment processing services. Licensee is solely responsible for ensuring a secure environment for information it
transfers from the Licensed Software, if any. Further,
Licensee acknowledges and agrees that Selectron does not operate or control the Internet and that Selectron shall have no responsibility or liability in connection with a breach of security or privacy regarding the Licensed Software or
information contained therein that is caused by (a) viruses, worms, Trojan horses, or other undesirable data or
software; (b) unauthorized users, e.g., hackers; or
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

(c) any other third party or activity beyond Selectron's reasonable control; in each of the foregoing cases, except to the extent caused by Selectron's breach of Section 8.4 or8.5.

8.2 Remote Access Security. In order to
enable code development and support and maintenance
of the software, Selectron may require remote access
capability. Remote access is normally provided by installing PC-Anywhere, ControllT, or other industry standard
remote access software. It may also be provided through a Licensee solution such as VPN access. Regardless of what method is used to provide remote access, or which party provides remote access software, it is Licensee's
responsibility to ensure that the remote access method
meets Licensee's security requirements. Selectron makes no representations or warranties to Licensee regarding the remote access software's ability to meet Licensee's
security or privacy needs. Selectron also makes no
recommendation for any specific package or approach
with regard to security. Licensee is solely responsible for ensuring a secure network environment.

8.3 Outbound Services Disclaimer.

Outbound services are intended to create additional
methods of communication for Licensee's employees who
use the Licensed Software in support of existing processes.

These services are not intended to replace all interaction with Licensee's end users or employees. While the
outbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail-proof, including but not limited to infrastructure such as software I
computer hardware, network services, telephone services, and e-mail. Examples of situations that could cause failure include but are not limited to: down phone lines, all lines busy, equipment failure, email address changes, and
Internet service disruptions. For this reason, while
outbound services are valuable in providing enhanced
communication, they are specifically not designed to be used as the sole method to deliver critical messages.

Licensee acknowledges that it is aware of the potential hazards associated with relying on an automated
outbound service feature, when using the Licensed
Software, and Licensee acknowledges and agrees that it is giving up in advance any right to sue or make any claim against Selectron, and that Licensee forever releases
Selectron from any and all liability caused by (a) any failed call attempts (including excess of calls over and above network or system capacity), incomplete calls, or any busyouts; (b) any failure to transmit, obtain or collect data from callers or for human and machine errors, faulty or
erroneous input, inarticulate caller communication, caller delays or call lengths exceeding estimated call lengths or omissions, delays and losses in connection with the
Services provided hereunder; or (c) if licensee, Licensee's employees, or Licensee's end user suffer injury or damage due to the failure of outbound services to operate, even though Licensee does not know what or how extensive
those injuries or damages might be, unless such losses
were directly attributable to Selectron's gross negligence or willful misconduct.

8.4 Privacy and Security Standards.

Selectron agrees that it will gather, collect, receive, generate, store, use, maintain, transmit, process, import, export, transfer and disclose the Licensee Data
substantially in compliance with applicable data
protection, security, breach notification and privacy laws, rules, regulations and industry standards to which
Selectron is subject. Selectron shall, at all times, use reasonable measures to protect the confidentiality of the Licensee Data in its possession or care, including technical, administrative, and physical safeguards that are
appropriate given the nature of the Licensee Data.

8.5 PCI Compliance. Selectron warrants
that, during the Term of this Agreement, (a) all system components, people, processes, and the cardholder data
environment that are used in Selectron's collection,
transmittal, or other processing of PCI Data on behalf of Licensee are and shall remain compliant with the
applicable provisions of PCI DSS; and (b) Selectron
PayEngine™, Selectron's proprietary payment application, is and shall remain compliant with PA-DSS. On an annual basis or upon licensee's request, Selectron shall provide licensee with an Attestation of Compliance or Attestation of Validation confirming such compliance.

8.6 Incident Response. In the event
Selectron becomes aware of a confirmed or suspected
Security Incident involving the unauthorized disclosure or theft of PCI Data, Selectron shall (a) notify Licensee, (b) cooperate in any investigation, (c) promptly take
reasonable measures to prevent further unauthorized
access or use of the Licensee Data, (d) cooperate with
Licensee's notification to affected individuals if such notification is required by applicable law or regulation, and (e) perform all such other acts, or cooperate with
licensee's performance of all such other acts, that are required with respect to such Security Incident by
applicable law or regulation.

8.7 Limited Scope of PCI Data Processing.

The parties acknowledge that Selectron's sole processing of PCI Data on behalf of Licensee shall consist of (a)
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

collecting PCI Data needed to facilitate payments to
Licensee, (b) transmitting such PCI Data to a third party payment gateway designated by Licensee, and (c) receiving confirmation via the payment gateway that the payment
transaction has been completed. After transmittal of PCI Data to the payment gateway, Selectron will not retain, store, or continue to use or process such PCI Data.

8.8 Data Transfers Between Licensee and
Selectron. The parties acknowledge that, to facilitate
providing the Services and the Licensed Software,
Selectron and Licensee shall regularly transfer Licensee Data to each other. Licensee, not Selectron, is responsible for providing and maintaining a secure file transfer
protocol for such transfer of Licensee Data, and shall be responsible for maintaining the security of the system
components, environment, and procedures of such file
transfer protocol.

8.9 Licensee's Privacy Practices. Licensee
acknowledges that the Licensee Data includes information about individuals with whom Licensee, rather than
Selectron, has direct relationships. Therefore, it is
Licensee's obligation, and not Selectron's obligation, to provide any privacy notices or disclosures to, and obtain any consent from, such individuals as may be required by applicable law with respect to processing of the Licensee Data by Selectron on Licensee's behalf. Licensee
represents, warrants, and covenants to Selectron that (a) Licensee has the authority to transmit the Licensee Data to Selectron; and (b) Selectron's collection, storage,
transmittal, and other processing of the Licensee Data on behalf of Licensee, as described in the Documentation and this Agreement, does not and will not violate any
applicable laws, regulations, ordinances, contracts,
policies, orders, or decrees to which licensee is subject.

9. Indemnification

9.1 Infringement Indemnity Obligations of
Selectron. Selectron shall defend any action brought
against Licensee to the extent it is based on a third party claim that use by Licensee of the Licensed Software as
furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes or misappropriates any valid United States patent,
copyright, or trade secret. Selectron shall pay any
liabilities, costs, damages, and expenses (including
reasonable attorney's fees) finally awarded against
Licensee in such action that are attributable to such claim.

Licensee agrees to promptly notify Selectron of any known or suspected infringement or misappropriation of
Selectron's proprietary rights of which Licensee becomes aware. Should the Licensed Software become, or be likely to become in Selectron's opinion, the subject of any claim of infringement, Selectron may, at its option (a) procure for Licensee the right to continue using the potentially
infringing materials; (b) replace or modify the potentially infringing materials to make them non-infringing; or
(c) terminate this Agreement and provide Licensee with a refund equal to the set-up fees paid by Licensee, less an amount equal to the depreciated portion of such fees
calculated on a five (S) year straight-line basis. This Section

9.1 states the entire liability of Selectron andthe exclusive remedy of Licensee with respect to infringement of any
third-party intellectual property or other rights, whether under theory of warranty, indemnity, or otherwise.

9.2 Infringement Indemnity Obligations of
Licensee. Selectron shall have no liability for any claim based upon (a) the use, operation, or combination of the Licensed Software with non-Selectron programs, data,
equipment, or documentation if liability would have been avoided but for such use, operation, or combination;
(b) use of other than the then-current, unaltered version of the Licensed Software that incorporates all Updates; (c) Licensee's or its agents' or Employees' activities after Selectron has notified Licensee that Selectron believes such activities may result in infringement; (d) any
modifications to or markings of the Licensed Software that are not specifically authorized in writing by Selectron; (e) any third party software; (f) any Licensee Data; or (g) Licensee's breach or alleged breach of this Agreement.

Licensee shall indemnify, defend, and hold Selectron
harmless for, from and against all liabilities, costs,
damages, and expenses (including reasonable attorney's
fees) awarded against or incurred by Selectron in such
action(s) that are attributable to such claim.

9.3 Security Related Indemnity Obligations
of Selectron. If an investigation performed by a qualified third party forensic investigator confirms that a Security Incident was caused solely by an act or omission of
Selectron, including any security vulnerability in system components, procedures, or environments owned or
controlled by Selectron, then Selectron shall defend
indemnify, and hold harmless Licensee for, from and
against all liabilities, costs, damages, fines, penalties, and expenses (including reasonable attorney's fees) incurred by Licensee as a. result of such Security Incident, including the reasonable costs of investigation and reasonablecosts of notification to affected individuals and providing credit monitoring or other fraud prevention services, but only to the extent such notification, credit monitoring, or other Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

fraud prevention services are required by applicable laws, regulations, a court order or consent decree, or the terms of a settlement and release of claims arising from such Security Incident that Selectron has consented to
(collectively, "Losses").

9.4 Security Related Indemnity Obligations
of Licensee. Selectron shall have no liability or obligation to defend or indemnify Licensee with respect to any Losses caused by Licensee's breach of Sections 8.8 or 8.9 or any Security Incident to the extent caused in whole or in part by an act or omission of Licensee or any third party (other than Selectron's subcontractors) or any of their affiliates, employees, directors, officers, agents, or contractors
(other than Selectron), including without limitation any of the following acts or omissions: (a) their loss of control of any device, (b) their failure to maintain the confidentiality of log-in credentials, (c) their transmission of data via methods that are not secure, (d) their failure to maintain systems and environments that are compatible with any
Update, (e) their violation of the applicable terms of this Agreement or any applicable laws, regulations, orindustry standards, or (f) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures, including without
limitation any vulnerability in the file transfer protocol maintained by Licensee pursuant to Section 8.8. Licensee shall indemnify, defend, and hold harmless Selectron for from and against all Losses arising from any such Securit; Incident or Licensee's breach of Sections 8.7 or 8.8,
including without limitation any expenses incurred by
Selectron in complying with its obligations under Section

8.6. 9.5 Conditions for Indemnification. The
parties' indemnification obligations hereunder shall apply only if (a) the party to be indemnified (the "indemnitee" notifies the party obligated to indemnify them {the
"indemnitor") in writing of a claim promptly upon learning of or receiving the same; and (b) the indemnitee provides the indemnitor with reasonable assistance requested by
the indemnitor, at the indemnitor's expense, for the
defense and settlement, if applicable, of any claim. The indemnitee's failure to perform any obligations or satisfy any conditions under this Section 9.5 shall not relieve the indemnitor of its obligations hereunder except to the
extent that the indemnitor can demonstrate that it has
been materially prejudiced as a result of such failure.

9.6 Control of Defense. After receipt of
notice of a claim, the indemnitor shall be entitled, if it so elects, at its own cost, risk and expense (a) to take control of the defense and investigation of such lawsuit or action; and (ii) to employ and engage attorneys of its own choice to handle and defend the same; providedJ howeverJ that
the indemnitee's consent shall be required for any
settlement that does not include a full release of all claims.

If the indemnitor fails to assume the defense of such claim within ten (10) business days after receipt of notice of the claim, the indemnitee will (upon delivering notice to such effect to the indemnitor) have the right to undertake, at the indemnitor's cost and expense, the defense,
compromise or settlement of such claim on behalf of and for the account and risk of the indemnitor· provided
however, that such claim shall not be comp�omised o;
settled without the written consent of the indemnitor. The party that assumes control of the defense of the claim will keep the other party reasonably informed of the progress of any such defense, compromise or settlement.

Notwithstanding the foregoing, the indemnitee shall be
entitled to conduct its own defense at the cost and
expense of the indemnitor if the indemnitee establishes that the conduct of its defense by the indemnitor would reasonably be likely to prejudice materially the indemnitee due to a conflict of interest between the indemnitee and the indemnitor; and provided further that in any event, the indemnitee may participate in such defense at its own
expense.

10. Limitation of Liability

10.1 Limited Remedy. EXCEPT AS EXPRESSLY

PROVIDED HEREIN, TO THE MAXIMUM EXTENT ALLOWED

BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR

ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE

OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF

PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR

INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE

DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS

ARISING FROM OR RELATING TO THIS AGREEMENT OR THE

SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
HOWEVER CAUSED.

10.2 Maximum Liability. Notwithstanding
anything in this Agreement to the contrary or the failure of essential purpose of any limited remedy or limitation of liability, Selectron's entire liability arising from or relating to this Agreement or the subject matter hereof, under any legal theory (whether in contract, tort or otherwise), shall not exceed the lesser of: (a) the amounts actually received by Selectron from Licensee hereunder in the twelve {12} months immediately preceding the action that gave rise to the claim; or (b} the amount actually covered and paid by Selectron's insurance carrier for the applicable claim.

Licensee acknowledges that the Service Fees reflect the allocation of risk set forth in this Agreement and that Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Selectron would not enter into this Agreement without the limitations on liability set forth in this Agreement. This limitation of liability provision does not reduce available insurance.

11. Term and Termination

11.1 Term. The term of this Agreement shall
commence on the Effective Date and continue for an initial period of four (4) years therefrom (the "Initial Term"), and shall may renew for successive one (1) year periods
(collectively, the "Term"). If Licensee cancels prior to the end of the Initial Term of four (4) years, all fees for the Initial Term of this agreement that are unpaid will
become immediately due.

11.2 Termination for Default. If either party
materially defaults in any of its obligations under this Agreement, the non-defaulting party, at its option, shall have the right to terminate this Agreement by written
notice to the other party unless, within sixty {60} calendar days after written notice of such default, the defaulting party remedies the default, or, in the case of a default which cannot with due diligence be cured within a period of sixty (60) calendar days, the defaulting party institutes within the sixty {60} day-period substantial steps necessary to remedy the default and thereafterdiligently prosecutes the same to completion. Notwithstanding anything herein to the contrary, in the event Licensee breaches the EULA or Sections 2.2, 5 and/or 6 of this Agreement, Selectron may immediately terminate this Agreement. Licensee shall notify Selectron within twenty-four (24) hours of
Licensee's becoming aware of any breach (other than by
Selectron) of the terms and conditions of this Agreement, including, without limitation, any breach of Sections 2.2, 5 or 6.

11.3 Termination for Bankruptcy. Either
party may terminate this Agreement if the other party
(a) becomes insolvent; (b) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (c) is declared insolvent or admits its insolvency or inability to pay its debts or perform its obligations as they mature; or (d) becomes the subject of any voluntary or
involuntary proceeding in bankruptcy, liquidation,
dissolution, receivership, attachment, or composition, or makes a general assignment for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof.

11.4 Effect of Termination. Upon the
expiration or termination of this Agreement, all rights and licenses granted to Licensee hereunder shall immediately and automatically terminate. Within ten (10) days after any termination or expiration of this Agreement, Licensee shall, at its sole expense, return to Selectron (or destroy, at Selectron's sole election) all Licensed Software and
Proprietary Information of Selectron (and all copies,
summaries, and extracts thereof) then in the possession or under the control of Licensee and its current or former employees. Licensee shall furnish to Selectron an affidavit signed by an officer of Licensee certifying that, to the best of its knowledge, such delivery or destruction has been fully effected. Termination of this Agreement by either party shall not act as a waiver of any breach of this
Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of
terminating this Agreement in accordance with its terms.

Either party's termination of this Agreement shall be
without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve either party of liability for breaches occurring prior to the effective date of such termination. Any provisions that would reasonably be expected by the parties to survive termination of this Agreement shall survive such _termination, including
without limitation the provisions of the EULA and Sections 1 ("Definitions"), 2.2 ("Software Restrictions"),

2.3 ("Data Restrictions"), 2.4 ("Rights in Aggregate Data"), 4 ("Fees and Payment") (with respect to amounts accrued but as-yet unpaid), 5 ("Proprietary Rights"), 6 ("Proprietary Information"), 7 ("Representations and Warranties;
Warranty Disclaimer"), 8 ("Security"), 9
("Indemnification"), 10 ("Limitation of Liability"), 11 ("Term and Termination") and 12 ("General Provisions").

12. General Provisions

12.1 Notices. Any notice, request, demand or
other communication required or permitted hereunder
shall be in writing, shall reference this Agreement, and shall be deemed to be properly given (on the earliest of) (a) when delivered personally; (b) when sent by facsimile, with written confirmation of receipt; or (c) upon receipt three (3) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid.

All notices shall be sent to the address set forth on the signature page below (or to such other address as may be designated by a party by giving written notice to theother party pursuant to this Section 12.1).

12.2 Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in
accordance with the laws of the State of California, U.S.A., Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

without reference to its conflicts of law provisions. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to and shall not be used to interpret this Agreement. Any dispute regarding this Agreement must be brought in the state or federal
courts located in Placer County, California, U.S.A.

12.3 Construction. This Agreement has been
negotiated by the parties and their respective counsel. This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or
against either party.

12.4 Attorneys' Fees. If any legal action is
brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment shall be entitled to the full amount of all reasonable expenses, includingall court costs and reasonable attorney fees paid or incurred.

12.5 Injunctive Relief. In the event that
Licensee breaches any provision of the EULA or Sections 2, 5, or 6 or any other material provision of this Agreement, Licensee acknowledges and agrees that there may be no
adequate remedy at law to compensate Selectron for such breach, that any such breach may result in irreparable
harm to Selectron that would be difficult to measure;and, therefore, that upon any such breach or threat thereof, Selectron shall be entitled to seek injunctive and other appropriate equitable relief (without the necessity of
proving actual damages or of posting a bond or other
security), in addition to whatever remedies Selectron may have at law, in equity, under this Agreement, or otherwise.

12.6 Waiver. The waiver by either party of a
breach of or a default under any provision of this
Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor
shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder, operate as a waiver of any right or remedy.

12.7 Severability. If the application of any
provision of this Agreement to any particular facts or
circumstances shall be held to be invalid or unenforceable, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent
possible so as to effect the intent of the parties, and reformed without further action by the parties, to the
extent necessary to make such provision valid and
enforceable. Without limiting the generality of the
foregoing, Licensee agrees that Section 7.4 will remain in effect notwithstanding the unenforceability of any other provision hereof.

12.8 Independent Contractor Relationship.

Selectron's relationship with Licensee will be that of
independent contractor, and nothing contained in this
Agreement shall be deemed or construed as creating a
joint venture, partnership, or employer-employee
relationship. Licensee is not an agent of Selectron and is not authorized to make any representation, contract, or commitment on behalf of Selectron, or to bind Selectron in any way. Selectron is not an agent of Licensee and is not authorized to make any representation, contract, or
commitment on behalf of Licensee, or to bind Licensee in any way. Selectron will not be entitled to any of the
benefits that Licensee may make available to its
employees, such as group insurance, profit sharing, or
retirement benefits.

12.9 Force Majeure. Except for the payment
of monies due hereunder, neither party shall be
responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, error in the coding of electronic files, Internet or other network "brownouts" or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and
acts of civil and military authorities; provided that such party gives the other party prompt written notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its
performance and to mitigate the harm or damage caused
by such delay.

12.10 Public Announcements. Licensee shall
cooperate with Selectron so that Selectron may issue a
press release concerning this Agreement; provided,
however, Selectron may not release any such press release without the prior approval of Licensee (which shall not be unreasonably withheld, delayed, or conditioned}.

However, without seeking prior approval in each instance, Selectron shall have the right to use Licensee's name as a customer reference, and to use Licensee's trade name on Selectron's customer lists.

12.11 U.S. Government Rights. (a) The
Licensed Software is a "commercial item," as that term is Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

defined at 48 C.F.R. 2.101, consisting of "commercial
computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R.

12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through
227.7202-4, the licensed Software are licensed to any U.S.

Government End Users (i) only as a commercial item and
(ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Manufacturer is Selectron Technologies, Inc., 12323 SW
66th Avenue, Portland, OR 97223, USA. This Section,
consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227. 7202 is in lieu of, and supersedes, any other Federal Acquisition Regulation, Defense Federal Acquisition Regulation
Supplement, or other clause or provision that addresses United States Government rights in computer software,
technical data, or computer software documentation.
(b) The parties agree that, in the event that Licensee
is a governmental entity, all other state and local
governments within licensee's state may purchase a
license from Selectron to use the licensedSoftware under the same terms and conditions as set forth in this
Agreement by entering into a master services and hosting agreement with the same terms and conditions as set forth herein with Selectron.

12.12 Export Controls. The Licensed Software
is subject to the export control laws of the United States and other countries. Licensee may not export or re-export the Licensed Software, unless Licensee has first obtained Selectron's prior written permission and the appropriate United States and foreign government licenses, at
Licensee's sole expense. licensee must otherwise comply with, and contractually require that all of its employees comply with, all applicable export control laws and
regulations in the use of the licensed Software. None of the licensed Software may be downloaded or otherwise
exported or re-exported (a) into any country for which the United States has a trade embargo, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied
Persons list. licensee represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list. licensee shall defend, indemnify and hold Selectron and allsuccessors, assigns, affiliates, suppliers, and each of their officers, directors, employees, and agents harmless for,
from, and against any and all claims, allegations, damages, liabilities, and costs and expenses (including without
limitation attorneys' fees and costs) arising out of
Licensee's violation of such export control laws. Licensee further agrees to comply with the United States Foreign Corrupt Practices Act, as amended.

12.13 Captions and Section Headings. The
captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of thisAgreement.

12.14 Counterparts. This Agreement may be
signed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and,
when taken together, shall be deemed to constitute one
and the same agreement. Each party agrees that the
delivery of this Agreement by facsimile transmission or by PDF attachment to an e-mail transmission will be deemed to be an original of the Agreement so transmitted and at the request of either party, the other party will conf;rm facsimile or e-mail transmitted signatures by providing the original document.

12.15 Modification; Subsequent Terms. No
amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by a duly authorized signatory of Selectron and Licensee.

To the extent that the terms and conditions of the Exhibits hereto or Exhibits to subsequent amendments or
modifications of or to the Agreement ("Subsequent
Terms") differ from those herein, those Subsequent Terms shall control the interpretation and any conflict resolution thereof. The terms on any purchase order or similar
document submitted by licensee to Selectron will not
modify the terms and conditions of this Agreement.

12.16 Entire Agreement; Amendment. This
Agreement, including the Exhibit(s) attached hereto,
constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes
(a) all prior or contemporaneous representations,
discussions, proposals, negotiations, conditions,
agreements, and communications, whether oral or
written, between the parties relating to the subject matter of this Agreement, and (b) all past courses of dealing and industry custom.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

EXHIBIT A
Scope of Work
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.

I. Definitions
Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the Agreement.

A. "Error" means any failure of the Licensed Software to conform in any material respect with the Documentation.

B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the Licensed Software into material conformity with the Documentation.

C. "Priority A Error" means an Error that renders Licensed Software inoperative or causes a complete failure of the Licensed Software, as applicable.

D. "Priority B Error" means an Error that substantially degrades the performance of Licensed Software, as applicable, or materially restricts Licensee's use of the Licensed Software, as applicable.

E. "Priority C Error" means an Error that causes only a minor impact on Licensee's use of Licensed Software, as applicable.

II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty-four (24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during Selectron's normal business hours for the reporting of Priority Band Priority C Errors, in each event excluding Selectron holidays.

B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a) notify applicable Vendors of all Licensed Software Errors properly reported by Licensee in accordance with Section ll(A) of this Exhibit B: (b) make available to Licensee any Error Corrections that are made available by such Vendor(s) to Selectron promptly after such Error Corrections are delivered to Selectron; and (c) update Licensee with respect to the progress of the resolution of all Licensed Software Errors.

C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring, and shall reasonably classify the Error as a Priority A, B, or C Error. Selectron shall use commercially reasonable 1 efforts to correct any Error in the Licensed Software reported by Licensee, in accordance with the priority level actually assigned by Selectron to such Error, as follows:

1. Priority A Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within twenty-four (24) hours of receiving Licensee's report of such Error, and an Error Correction within forty-eight (48) hours of receiving Licensee's report. Selectron shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of the Error Correction.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

2. Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within forty-eight (48) hours of receiving Licensee's report of such Error, and an Error Correction within six (6) business days of receiving Licensee's report. Selectron shall provide Licensee with periodic reports (no less frequently than once every twelve (12) hours) on the status of the Error Correction.

3. Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2) business days of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially reasonable efforts to provide a workaround for the Error within six (6) business days of receiving Licensee's report of such Error, and an Error Correction within three (3) weeks of receiving Licensee's report.

Selectron shall provide Licensee with periodic reports on the status of the Error Correction.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

EXHIBITC
Intentionally Left Blank
Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

EXHIBIT D
SELECTRON TECHNOLOGIES, INC.

END USER LICENSE AGREEMENT
This End User License Agreement (this "EULA") is part of a Master Services and Hosting Agreement (the "Master Agreement") between Selectron Technologies, Inc., an Oregon corporation ("Selectron", "we", "our", or "us") and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us ("Licensee"). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the Licensed Software (each, an "Authorized User"). In this EULA, unless the context clearly indicates otherwise, all references to "you," or "your" means both the Licensee and the Authorized User. All capitalized terms used but not defined in this EULA have the meanings given to them in the Master Agreement.

SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE

TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MUST NOT USE OR ACCESS THE SOFTWARE.

1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a nonexclusive, non-transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:

Licensee; or
reason.
(a) the expiration or earlier termination of the Master Agreement between Selectron and (b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no

2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the Documentation, solely for Licensee's internal business purposes. (b) Download, display, and use the Documentation, solely in support of Licensee's use and access of the Licensed Software in accordance herewith. (c) Download, display, copy, use, and create derivative works of reports and structured data generated using the Licensed Software, solely for Licensee's internal business purposes.

3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA; and Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

(c) Must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.

4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master Agreement and Section 2 of this EULA;
2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section (c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Licensed Software or any portion thereof; (d) Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or any part thereof; (e) Provide any other person, including any subcontractor, independent contractor, affiliate, service provider, or other employee of Licensee, with access to or use of the Licensed Software, except as expressly permitted by the Master Agreement or this EULA;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign, distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service, except as expressly permitted by the Master Agreement or this EULA; (g) Use the Licensed Software for the commercial or other benefit of a third party; (h) Permit the Licensed Software to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party; (i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed Software, including any copy thereof;
(j
) Perform, or release the results of, benchmark tests or other comparisons of the Licensed Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials, products, or services, except as expressly permitted by the Master Agreement or this EULA; (I) Use the Licensed Software for any purpose other than in accordance with the terms and conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading, or in violation of any applicable laws or regulations (including federal, state, local, and international laws and regulations), including but not limited to export or import control laws, information privacy laws, and laws governing the transmission of commercial electronic messages; or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Selectron's commercial disadvantage.

5. Collection and Use of Information. Selectron may, directly or indirectly through the services of others, including by automated means and by means of providing maintenance and support services, collect and store information regarding your use of the Licensed Software, its performance, the equipment through which the Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities conducted using the Licensed Software, the type of web browser used to access the Licensed Software, the operating system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such information for any purpose related to the Licensed Software, including but not limited to improving the performance of the Licensed Software, developing Updates, and verifying compliance with the terms of this Agreement and enforcing Selectron1
s rights, including all intellectual property rights in and to the Licensed Software.

6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Master Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with the license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to the licenses expressly granted in the Master Agreement and this EULA. You shall use commercially reasonable efforts to safeguard all Licensed Software (including all copies thereof} from infringement, misappropriation, theft, misuse or unauthorized access.

7. Login Credentials. You, the Authorized User, shall not share or disclose your log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that log-in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom such log-in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset or provide Licensee with a means of resetting the password associated with such log-in credentials.

8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Licensed Software to, or make the Licensed Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Software available outside the US.

9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

EXHIBIT E

HOSTING, MAINTENANCE, AND TECHNICAL SUPPORT
This Exhibit provides the terms and conditions and service levels for Selectron's Hosting and Maintenance of the Licensed Software, including both the production and test severs.

1.0 DEFINITIONS
Any capitalized terms used in this Exhibit, "Hosting, Maintenance, and Technical Support," that are not defined below shall have the same meaning as defined in Section 1 of the Agreement. The following definitions are used only within this Exhibit and shall have the meaning stated herein only for application within this Exhibit. "Basic Support Hours" shall mean Monday through Friday, 5:00 am to 5:00 pm Pacific Time, excluding United States statutory holidays.
"Downtime" means minutes when the Licensed Software is unavailable. "Emergency Maintenance" means Maintenance performed in response to a Force Majeure Event or with the aim to prevent an Error; Selectron shall notify the City as soon as possible, but no later than within two hours after commencement of Emergency Maintenance.
"Error" means any failure of the Licensed Software or the Service, as applicable, to conform in any material respect with the Documentation.
"Error Correction" means either a bug fix, patch, or other modification or addition that brings the Licensed Software or the Service, as applicable, into conformity with the Documentation. "Maintenance" means Services provided by Selectron to the City to keep the System conforming to the Documentation and to respond to requests by the City.
"Priority A Error" means an Error that causes the Licensed Software or Services to be (i) severely impacted, resulting in a complete loss of Access or Use, or (ii) significantly degraded resulting from an essential element of the Licensed Software or Services being non-functional and materially unavailable to a material percentage of Authorized Users without a Workaround being available.
"Priority B Error" means an Error that (i) substantially degrades the performance of the System, (ii) materially restricts Customer's Use of the System, or (iii) causes the System to be materially unstable or have periodic interruptions over a sustained period of time.
"Priority C Error" means an Error that (i) causes only a minor impact on Customer's Use the System, (ii) causes a minor degradation not visible to Users, or (iii) that is cosmetic or otherwise not material to the essential functions of the System.
"Scheduled Maintenance" means the number of minutes that is scheduled for regular maintenance on the System, maintenance normally occurs weekly on any weekday between 09:00pm to 06:00am Pacific Time with a maximum planned Downtime of 240 minutes per month. Whenever possible the City will be provided advance written notice of Downtime relating to Scheduled Maintenance.
"System Availability" means the total number of minutes within the applicable month less any time designated by Selectron as planned Downtime.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

3.4 A response may be provided to the City by email. A status update on the Error may be provided by email or may be made available online, on a status website which has been communicated to the City. Each update shall include a description of (a} functionality affected; (b) the start time of the Error; and (c) current status of Error Correction.

3.5 If the Parties have a good faith dispute whether an Error is priority level B or C, the Parties shall negotiate in good faith, including escalation to their respective executives, for resolution within three (3) Calendar Days of notice of the dispute. The Parties, in their respective discretion, may mutually agree to an alternative dispute resolution process for prompt and discrete resolution of the Severity Level dispute.

4.0 SYSTEM AVAILABILITY

4.1 Selectron's goal for System Availability is set forth in the table below.

Service Level Goal Measure Start
System Availability (24x7x365) 99.9% First day of the month Measure End
Last day of the month
System Availability shall be measured over the period of each calendar month and calculated as set forth above.

System Availability shall be measured on a pro-rated basis for the month of Acceptance.

4.2 Availability shall be calculated as a percentage using the following formula:

System Availability= (total minutes in given month minus Unscheduled Downtime} divided by total minutes in a given month
The System Availability and goal is for the production server only. The test server shall be considered independent and not calculated as ·part of System Availability.

5.0 CREDIT FOR FAILURE TO ACHIEVE SYSTEM AVAILABILITY GOAL

5.1 In the event the goal for System Availability is not attained in any given calendar month, the City may continue to Use the System, and Selectron shall credit the City the following percentage of the monthly production IVR Call and Hosting fees paid by the City, based on the System Availability for a given calendar month.

Downtime System County
Measurement Availability Credit
(estimate)
Up to 48 hours of cumulative 93%-100% No City credit Unscheduled Downtime Up to 72 hours of cumulative 90%- 92.99% 10% of one month's fee credit Unscheduled Downtime Up to 96 hours of cumulative 87%-89.99% 25% of one month's fee credit Unscheduled Downtime Up to 120 hours of cumulative 83%-86.99% 40% of one month's fee credit Unscheduled Downtime More than 144 hours of cumulative 80%-82.99% 100% of one month's fee credit Unscheduled Downtime Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

6.0 BACK-UP

6.1 Selectron shall back up City data collected by Selectron on a periodic basis throughout the day, with a full backup performed nightly. On a weekly basis, Selectron shall verify such backups are complete, accurate, and accessible.

The combination of incremental and daily backups will ensure that no more than twenty-four (24) hours of data loss will be incurred in the event of a disaster.

6.2 Within the primary datacenter, Selectron shall maintain redundancy for all required server, storage, data base, network, and Internet connectivity to prevent against disruption of the System due to a single hardware device or connectivity failure.
7 .0 DISASTER RECOVERY

7.1 In the event that Selectron declares a "disaster" status (as described in section 7.2 below), Selectron will use best efforts to restore the system at a secondary hosting site (either the current alternate collocation site or Selectron's own facilities) on a temporary basis. This effort may take between 2 and 10 days, or longer, and requires support from the City. As the solution is a complex system reliant on third party systems, Selectron's ability to restore the system will be limited to the elements within Selectron's immediate control. Examples of other systems that could delay restoration include the hosted backend database, the City's network, the regional and national telephone and internet backbones, as well as other interdependent systems.

7.2 Declaration of Disaster Status. Selectron will declare "disaster" status within one day of its reaching the reasonable belief that an event will cause a complete loss of Service for seventy-two (72) hours or more. At this time Selectron will use its best efforts to contact the City to initiate a recovery plan. The City will be requested to provide direction on priority and availability of necessary assistance for restoration. Selectron will begin recovery efforts coordinated with the City's priorities for bringing systems back on line.

8. EXCEPTIONS
The terms of this Exhibit do not apply during the following times of exception:

8.1 Service outages beyond Selectron's immediate control, such as Force Majeure Events or an outage caused by the City, such as the City's permitting or utility databases being unavailable.

8.2 Outages following a scheduled Update or Upgrade of the Software, where the City did not participate in coordinated functional testing and the coordinated functional testing could have reasonably determined the issue.

8.3 Outages during the initial project implementation phase, or any subsequent major changes to the Software and/or Hosting environment that the City requests, or any major changes being made to the City's networks or systems.

9.0 LIMITATIONS

9.1 The terms and conditions of this Exhibit apply only to Services related to the production and test environments of the Licensed Software and Services in conformity with the Documentation.

9.2 Unless agreed to by the Parties in writing, this Exhibit does not apply to, and the City may not deploy to City's end users, the Licensed Software on beta, test and other pre-production release Hardware or operatingsystems.

9.2 Services provided by Selectron under this Exhibit do not include the restoration of data which has been modified or deleted by the City, the provision of additional training because of Updates to the Licensed Software, Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

consulting and training regarding the Use of the Licensed Software or Services and the adjustment of interfaces within the City's systems.

Docusign Envelope ID: F3E80904-64E3-80A3-8261-5E14223166A0

City Council
Communication
Meeting Date: 6/17/2026
Item #: VII.30
File #: 0203-07 & 0203-09
Item ID: 2026-160
Title: Utility Rebate Management System - Contract Purchase Agreement Contact: Susan Hernandez 916-774-5623 [email protected]

SUMMARY
Staff recommends approval of a contract purchase agreement with Brillion, Inc. to provide a comprehensive cloud-based rebate management platform to support programs administered by Roseville Electric Utility and the Environmental Utilities Department. The total cost for the two-year contract purchase agreement is $699,193. Funding will be included in Roseville Electric Utility’s and Environmental Utilities’ proposed budgets for FY2026-27 and FY2027-28, subject to City Council approval. The contract also includes five optional one-year renewal terms, with projected costs of $365,406 in FY2028-29, $376,368 in FY2029-30, $387,659 in FY2030-31, $399,289 in FY2031-32, and $411,267 in FY2032-33.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a twoyear Contract Purchase Agreement (3005356) with Brillion, Inc.

Staff further recommends that the Council authorize the City Manager or his designee to execute five (5) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until staff determines that continuing with this vendor is not in the best interest of the City.

BACKGROUND
Roseville Electric Utility and Environmental Utilities administer energy efficiency and water conservation programs that require a reliable system to manage applications, eligibility verification, approvals, incentive payments, financial tracking, and regulatory reporting.

Per state law, Roseville Electric Utility is required to track and report on the use of public benefits funding for energy efficiency and low-income programs and spending of funds received from the State of California for electric vehicles and chargers. Environmental Utilities is required to track the results of water conservation efforts. Both Roseville Electric Utility and Environmental Utilities use the utility rebate management system to fulfill these state obligations.

The current rebate management agreement is set to expire on June 30, 2026. Roseville Electric Utility issued Request for Proposals 07-123. The vendor, Brillion, Inc., was the selected respondent, and their proposal was selected based on their qualifications, experience, project understanding, and proposed cost.

FISCAL IMPACT
The total cost for the two-year contract purchase agreement is $699,193. Funding will be included in

Roseville Electric Utility’s and Environmental Utilities’ proposed budgets for FY2026-27 and FY2027-28, subject to City Council approval. The contract also includes five optional one-year renewal terms, with projected costs of $365,406 in FY2028-29, $376,368 in FY2029-30, $387,659 in FY2030-31, $399,289 in FY2031-32, and $411,267 in FY2032-33.

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 (CEQA Guidelines 15061 (b) (3)).

The Utility Rebate Management System project does not include the potential for a significant environmental effect, and therefore is not subject to CEQA.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

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

1. Resolution 26-219

2. Contract Purchase Agreement
REVIEWERS:

Susan Hernandez, Electric Department - Customer & Government Relations Created/Initiated - 5/19/2026 Bill Chaplin, Electric Department - Customer & Government Relations Approved - 5/20/2026 Shawn Matchim, Electric Department - All Approved - 5/28/2026 Daniel Beans, Electric Department - All Approved - 5/28/2026 Kelly Aye, City Attorney Department Approved - 6/3/2026 Katrina Six, City Clerk Department Approved - 6/3/2026
Ryan DeVore, City Manager Department - Assistant City Manager Approved - 6/4/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 6/5/2026 Michelle Sheidenberger, City Attorney Department Approved - 6/5/2026 Dominick Casey, City Manager Department - City Manager Approved - 6/8/2026 Katrina Six, City Clerk Department Final Approval - 6/8/2026

RESOLUTION NO. 26-219

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND BRILLION, INC., AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Contract Purchase Agreement (3005356) for the Utility Rebate Management System, by and between the City of Roseville and Brillion, Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED, that the City Manager or his or her designee is authorized to execute five (5) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City.

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

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

Contract Purchase Agreement 3005356
Supplier Details:

Company Brillion Inc
Contact Jason Fox
Address 1511 Emancipation Hwy Unit 1512
Fredricksburg, Virginia 22401
Submit your response to:

Company City of Roseville
Contact Erica Kaminski
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1108
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

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

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

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

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356
Agreement 3005356
Agreement Date 27-APR-2026
Revision 0
Agreement Amount 699,193.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Brillion Inc
1511 Emancipation Hwy Unit 1512
Fredricksburg, Virginia 22401
Phone:

Fax:

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

Fax:

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

VENDOR SHALL PROVIDE THE SERVICES CALLED FOR UNDER THE CITY OF ROSEVILLE REQUEST FOR PROPOSALS (RFP) 07-123 FOR UTILITY REBATE

MANAGEMENT SYSTEM AND CONTRACTOR'S PROPOSAL THERETO TITLED "BRILLION RESPONSE TO RFP #07-123 UTILITY REBATE MANAGEMENT SYSTEM RFP" (HEREINAFTER "PROPOSAL") DATED 2/6/26. THE TERMS AND SCOPE OF WORK OF CITY OF ROSEVILLE RFP 07-123 AND CONTRACTOR'S PROPOSAL

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

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

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 16823 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2026 30-Jun-2028 Erica Kaminski Phone 1-916-746-1108 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

Contract Terms and Conditions

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

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

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

4. Time is of the essence of this Agreement.

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

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

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

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

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

10. Consultant agrees to the below insurance requirements:
a. Unless otherwise specified, the Consultant shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage. b. Form. Consultant shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. c. Additional Insureds. Consultant shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional 3 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of Consultant.

The additional insured coverage under the Consultant's policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Consultant shall provide thirty (30) days written notice to City prior to cancellation or modification of any insurance required by this Agreement. e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subconsultants. Consultant agrees to include in its contracts with all subconsultants the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subconsultants work.

Furthermore, Consultant shall require its subconsultants to agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Additionally, Consultant shall obligate its subconsultants to comply with these same provisions with respect to any tertiary subconsultant, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subconsultant or tertiary subconsultant upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy.

All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees, and volunteers for all worked performed by Consultant, its employees, agents, and sub consultants.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Consultant of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.

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

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

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ". pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if 4 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

such facsimile or ".pdf" signature page were an original thereof.

14. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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

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

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

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

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

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

20. Consultant will retain Confidential Information until deleted by City or City-authorized third party, or for a time period mutually agreed upon by the parties to this Agreement.

21. Upon termination or expiration of this Agreement, Consultant will ensure that all Confidential Information is securely transferred to City within thirty (30) calendar days. Consultant will ensure that any transfer of Confidential Information is accomplished by methods that are compatible with the relevant City systems, and that City will have access to all Confidential Information during any such transfer. Consultant shall securely dispose of all Confidential Information when requested by City and Consultant will provide written notification to City once all Confidential Information has been securely disposed of.

22. Consultant shall report to City any data compromise or unauthorized access to Confidential Information within twenty-four (24) hours after Consultant discovers such data compromise or unauthorized access. Consultant will take commercially reasonable measures to address any such data compromise or unauthorized access in a timely manner. Except as otherwise required by law, Consultant will not provide notice to end users or other entities of any such data compromise or unauthorized access without written permission from City. Consultant will promptly reimburse City in full for all fees and costs incurred by City in any investigation, remediation or litigation resulting from any such data compromise or unauthorized access, including identity protection and restoration services for each person, who in the City's sole discretion, could be impacted by identity theft. 5 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

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

24. Consultant acknowledges that services rendered under this agreement (including but not limited to service levels and operational levels) shall be performed in accordance with industry standards.

25. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations.

Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

26. If the project referenced on this agreement is a Public Works project, then the following shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

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

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

29. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $500 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville. ca.us/government/departments/city_clerk/transparency/levine_act.

30. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

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

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) 6 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

32. If Consultant produces any "web content" pursuant to this Agreement, as that term is defined in section 35.104 of Title 28 of the Code of Federal Regulations, as may be amended, Consultant shall ensure that any such web content is in full compliance with all applicable requirements of the most current version of the Web Content Accessibility Guidelines, the Americans with Disabilities Act, Code of Federal Regulations and/or California law.

Consultant shall defend, indemnify, and hold harmless City, its officers, employees, and agents from and against any and all claims, liabilities, damages, or expenses arising out of Consultant's failure to comply with such requirements. This provision shall survive expiration and/or termination of this Agreement.

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

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

Information Technology T&C
REV 3/16/26 MC
7 X
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B TBD in Process

Contract Purchase Agreement 3005356

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES General - Required Coverage/Documentation
● General Liability: $1 Million per occurrence /$2 Million aggregate ● Automobile Liability: $1 Million combined single limit ● Workers' Compensation: Statutory *Must provide a Waiver of subrogation ● Additional Insured Endorsement (AIE) - General Liability policy: CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsement shall cover the City of Roseville, its officers, agents, employees and volunteers as additional insured. ● Policies must be primary and non-contributory
● A 30 day notice of cancellation must be provided
● List certificate holder as: The City of Roseville - Insurance Compliance, PO Box 100085-R1, Duluth, GA 30096
Additional Liability/Insurance Requirements if required by Agreement (and marked below):

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:_X___
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
8 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:____
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

How It Works
● The vendor's contact information is entered into EBIX. EBIX will contact the vendor to request proof of insurance.
● The Vendor can forward the request to their Insurance Agent(s) if necessary. ● Vendor/Insurance Agent submits insurance to EBIX by email to [email protected] or by fax to (770) 325-5727. After faxing or emailing the certificate, please DO NOT send the certificate by mail to EBIX. Please do not mail, email or fax any certificates to the City of Roseville. ● Once submitted, EBIX reviews the insurance documentation. If there are deficiencies, EBIX will send a follow up letter or email requesting additional information.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202 9 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Contract Purchase Agreement 3005356

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 10 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B CEO
CFO
5/5/2026
Brian Jones
Mike Boisvert
5/5/2026

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
ARTICLE I – GENERAL
_____ _____ _____ _____ (“Consultant”) agrees that information furnished by the City of Roseville (“City”) shall be deemed proprietary and confidential, and all such foregoing information, to the extent previously, presently, or subsequently disclosed to Consultant or processed and derived by Consultant services is hereinafter referred to as “Confidential Information” of City.

Consultant acknowledges that such Confidential Information may contain information provided and/or generated by third parties.

In recognition of the proprietary and confidential nature of such Confidential Information, Consultant agrees to treat the Confidential Information as provided by this Agreement.

ARTICLE II – TREATMENT OF CONFIDENTIAL INFORMATION
Consultant shall, and shall cause each of Consultant’s affiliates, agents, employees, directors, partners, and representatives to safeguard and maintain as confidential all Confidential Information, including, without limitation, information in written, magnetic, electronic or any other form, and take reasonable precautions to protect the Confidential Information (including, without limitation, all precautions Consultant employs with respect to Consultant’s own proprietary and confidential information). Consultant shall not, and Consultant shall cause each of Consultant’s affiliates, agents, employees, directors, partners, and representatives not to:
(a) use the Confidential Information except to perform Consultant’s services as directed by City; (b) do anything to impair the business relationships, intellectual property or other proprietary rights of City; (c) claim, or reverse engineer any of the Confidential Information; or (d) disclose the Confidential Information to anyone unless required to do so by law or with prior written consent of City. Any Consultant employee, affiliate, advisor, agent, director, partner or representative given access to any of the Confidential Information must have undergone and passed City approved criminal background screenings, and have a legitimate “need to know”; and Consultant will notify such employee, affiliate, advisor, director, partner, or representative that they are bound by the same restrictions as Consultant regarding the Confidential Information. No Confidential Information may be stored or transmitted outside the continental United States without prior written consent of City. For Confidential Information that is protected under Federal, State or Local law, including, without limitation, personally identifiable information, health care information and criminal history information, Consultant will use best practices to protect such information in conformity with applicable law.

ARTICLE III – EXCEPTIONS
The foregoing restrictions of confidentiality and non-use will not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) is disclosed to Consultant by a third party, provided such information was not obtained by such third party, directly or indirectly, from City on a confidential basis; (c) is already known to Consultant without obligations of confidentiality; (d) is independently developed or discovered by Consultant without access to the Confidential Information as evidenced by the Consultant’s business records; or (e) is the subject of a written permission to disclose provided by City.

ARTICLE IV – PERMITTED DISCLOSURES
Notwithstanding any provisions of this Agreement to the contrary, Consultant may disclose the Confidential Information to applicable regulatory authorities or if required by judicial or administrative process or timely disclosure requirements imposed by law, provided that Consultant first provides to City prompt written notice of such required disclosure, maintains confidentiality to the greatest extent permissible and takes such steps as may be reasonable in the circumstances to allow City to seek a protective order with respect to the confidentiality of the information required to be disclosed. If City receives a legal order or request seeking Confidential Information being held by Consultant, City will supply a copy to Consultant. Consultant will supply City with copies of the Confidential Information within two business days.

ARTICLE V – NO LICENSE
This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon Consultant any rights, license or authority in or to the Confidential Information. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

ARTICLE VI – RETURN OF CONFIDENTIAL INFORMATION
Immediately upon the decision of either party to terminate this Agreement, Consultant shall, and shall cause each of Consultant’s affiliates, agents, employees, directors, partners, and representatives to, return to City all documents, media and data, in any form, containing Confidential Information and any and all copies or extracts in a usable format deemed acceptable by City thereof, within thirty (30) calendar days of such decision. Furthermore, within thirty (30) calendar days of the decision of either party to terminate the Agreement, Consultant shall remove all Confidential Information from any computer system used by Consultant’s agents or business partners.

ARTICLE VII – REQUIRED DISCLOSURES
Consultant must disclose information regarding participation, directly or indirectly, in any arrangement, agreement, investment, or other activity with any vendor, supplier, or other entity, which has resulted or could result in a benefit to Consultant, if said participation creates potential conflicts or competition with this Agreement or other agreements involving City.

ARTICLE VIII – REMEDIES FOR BREACH
Consultant agrees that the limitations contained herein are reasonable and necessary for the protection of City, and given the unique nature of the Confidential Information, the breach of this Agreement cannot be adequately remedied by law. Therefore, in the event of a breach of this Agreement by Consultant, City shall be entitled to pursue equitable remedies, which shall include, but not be limited to, injunctive relief, and recovery of any associated reasonable attorney’s fees and legal costs, along with any other available remedies at law. Consultant will notify City in writing immediately upon discovery of any such unauthorized release or other breach of Confidential Information, or any belief that unauthorized access to Confidential Information has transpired, ARTICLE IX – VALIDITY
Any provision of this Agreement held to be illegal, invalid, or unenforceable by law or rule or regulation shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect. Additionally, the parties hereby agree to negotiate in good faith to modify and amend this Agreement to maintain the original intent of the parties with respect to such provisions so severed.

By:________________________________ Print Name:_________________________ Title:_______________________________
Date:______________________________
and
By:________________________________ Print Name:_________________________ Title:_______________________________
Date:______________________________
Brillion, Inc.

CEO
CFO
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B 5/5/2026
Brian Jones
Mike Boisvert
5/5/2026










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Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP
#07-123 Utility Rebate
Management System RFP
Prepared for: The City of Roseville
February 6, 2026
Company Information
Brillion, Inc.
1551 Emancipation Hwy, Unit 1513,
Fredericksburg, VA 22401-4683
Contact Information
Jason Fox
503-867-2555
[email protected]
Brillion confirms our firm will perform the services and adhere to the requirements described in this RFP.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 2 Table of Contents
Proposal Summary .........................................................................................................................................................................................3 Tab A: Firm’s Qualifications...................................................................................................................................................................... 6 Tab B: Experience and References...................................................................................................................................................... 8 Tab C: Qualifications of Team................................................................................................................................................................ 11 Tab D: Project Understanding................................................................................................................................................................14 Tab E: Project Understanding................................................................................................................................................................. 17 Tab F: Cost Proposal....................................................................................................................................................................................23 Tab G: Required Statements/Documents....................................................................................................................................29 Tab H: Exceptions...........................................................................................................................................................................................30 Tab I: Competency of Proposers......................................................................................................................................................... 31 Tab J: Technology Projects.....................................................................................................................................................................32 Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 3 Proposal Summary
Brillion, Inc. (dba Brillion) is pleased to submit this proposal in response to the City of Roseville Request for Proposal to RFP #07-123 Utility Rebate Management System. Our proposed solution, Brillion Fulfill (formerly known as energyOrbit) is currently in use by Roseville Electric since 2012.

Through this RFP response, Brillion proposes continued platform licensing and a new Application Managed Services (AMS) subscription to deliver new functionality while improving reporting, customer and contractor access, and internal staff workflows—providing Roseville Electric with an industry-leading DSM program management platform that supports sustained performance and continuous improvement for years to come.

Brillion, Inc. is the respondent to this RFP. Brillion was formed through the strategic acquisition and integration of several established utility technology companies, bringing together decades of experience serving utilities across North America.
• Apogee Interactive, Inc., incorporated in the State of Georgia in 1994, has long been a leading provider of customer engagement and education software for electric, gas, and water utilities.
• crmOrbit, Inc., incorporated in California in 2005, a premier Salesforce.com partner with nearly two decades of experience delivering EE/DSM program management software. • AIQUEOUS, a provider of customer relationship and program management solutions focused on water and energy conservation programs.
• EnergyX, a trusted platform supporting program operations, trade ally collaboration, and energy efficiency delivery across gas and electric utility programs.

Together, these organizations now operate as a single company under Brillion, Inc., delivering an integrated, enterprise-grade DSM program management platform and unified services organization. The four companies are backed by the equity firm M33 Growth. The newly formed Brillion brings together a best-in-class suite of technologies for DSM, customer engagement, program tracking, and behavioral energy insights.

As part of this consolidation, the flagship DSM platform developed by crmOrbit, Inc. (previously marketed as energyOrbit) was selected as the go-forward product for program tracking, rebate management, and reporting. Today, this product is known as Brillion Fulfill.

Highlights and Key Features
• End-to-End DSM Program Management: Tracks program applications from intake through incentive processing and project closeout, with branching workflows, approval gates, and notification triggers.
• Customer and Contractor Portals: Simple, efficient, Roseville Electric-branded portals for self-service application tracking, document uploads, and customer feedback.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 4 • Salesforce CRM Integration: Maintains a 360-degree view of customer interactions, expandable capabilities through the Salesforce AppExchange marketing and survey tools for campaign management and segmentation.
• Robust Reporting and Dashboards: Leverages Salesforce reporting and analytics for realtime program performance insights and regulatory compliance reporting. • Seamless Integrations: Secure API architecture enables real-time data exchange with Roseville Electric systems.
• Security and Compliance: Meets ISO/IEC 27001 standards and CPAU’s cybersecurity policy requirements, including SAML 2.0 SSO and full audit logging.

If awarded this contract, Brillion will partner with Roseville Electric through continued platform licensing and an Application Management Services (AMS) subscription that delivers functionality through a structured, Agile, backlog-driven process.

Application Management Services (AMS) Overview
Brillion proposes a prepaid Application Management Services (AMS) subscription to enhance, optimize, and operationally support Roseville Electric’s existing Salesforce platform while maintaining stability and enabling continuous improvement. This 0.5 FTE model provides a dedicated, blended Brillion delivery team with predictable capacity, disciplined governance, and priority access—eliminating the cost, disruption, and risk of repeated standalone projects.

The AMS approach delivers lower effective costs, consistent forward progress, and reduced delivery risk through continuity of resources and deep platform familiarity, while allowing Roseville to flex effort across evolving priorities without repeated re-contracting. A structured, backlogdriven Agile delivery framework ensures transparency, accountability, and measurable value each month. A detailed description of the AMS delivery, benefits, governance, and value to Roseville Electric, is further defined in Tab E: Project Plan.

The AMS engagement will be used to implement functionality identified in Brillion’s Requirements Matrix response and the RFP functionality backlog that is either (a) planned for completion prior to the next contract term or (b) not yet implemented and requiring development as part of the upcoming contract. This approach ensures transparent prioritization, controlled delivery, and steady progress aligned with Roseville Electric’s program and operational objectives.

Brillion’s proposal commitment is grounded in the following pillars:

1. Ongoing Platform Enhancement
Deliver new functionality and targeted platform improvements through the AMS subscription, ensuring the Fulfill DSM program management platform continues to evolve in alignment with Roseville Electric’s program, regulatory, and operational needs.

2. Improved Reporting & Insights
Enhance reporting capabilities to provide greater visibility into program performance, Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 5 savings, and compliance, supporting data-driven decision-making and regulatory reporting requirements.

3. Enhanced Customer & Contractor Experience
Improve customer and contractor access through streamlined portals, workflows, and self-service capabilities that reduce friction and increase program participation.

4. Operational Efficiency & Staff Workflow Optimization Optimize internal staff workflows through configuration, automation, and usability enhancements that improve efficiency, consistency, and day-to-day program administration.

5. Sustained Partnership & Support
Provide ongoing application support, maintenance, and governance through clearly defined service levels and a structured AMS delivery model to ensure long-term platform stability, adoption, and value realization.

Brillion looks forward to partnering with Roseville Electric to continue delivering an industry-leading DSM platform with ongoing improvements in functionality, reporting, access, and workflows for sustained long-term value.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 6 Tab A: Firm’s Qualifications
Company Overview
Brillion brings nearly two decades of experience delivering DSM and program management solutions to utilities across North America. Our flagship product, Brillion Fulfill, is purpose-built to streamline energy efficiency, electrification, and demand-side management programs while integrating with our client’s enterprise systems.

Brillion Fulfill has been successfully deployed to utilities of varying sizes and structures, including investor-owned utilities, municipal utilities, and community choice aggregators. These implementations demonstrate our ability to manage complex program portfolios, configure customized workflows, and deliver superior customer experience while supporting regulatory compliance and utility program goals.

Brillion Fulfill is currently leveraged by multiple California municipal utilities, including Roseville Electric and Environmental Utilities, Modesto Irrigation District, Silicon Valley Power, and Turlock Irrigation District. In addition to some of the largest investor-owned utilities in North America:

Eversource Energy, Dominion Energy, and Enbridge Gas.

Through these projects, Brillion has consistently delivered:
• Configurable workflows to support evolving DSM requirements. • Robust reporting capabilities for compliance and performance tracking. • Integration with utility enterprise systems to ensure operational continuity. • Proven adherence to budgets and timelines, ensuring successful go-lives and long-term client satisfaction.

Subcontractors
Brillion staff will perform all proposed services delivered to Roseville Electric; no subcontractors will be used.

Organizational Structure and Staffing Levels
Brillion currently employs approximately 60 full-time professionals. Included with this response are organizational charts for Brillion’s Professional Services team and Customer Support team—the primary groups that support Roseville Electric today, and that would continue to do so under this RFP.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 7 Professional Services Team
Customer Support Team
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 8 Tab B: Experience and References
Brillion has extensive experience delivering rebate and incentive management systems for California public-sector utilities, including projects similar in scope, complexity, and regulatory environment to the services described in this RFP. Brillion has successfully implemented and supported Salesforce-based rebate management platforms encompassing customer portals, workflow automation, integration with utility back-office systems, reporting, and ongoing operational support.

Listed below are three (3) California public-sector references that represent comparable rebate management system projects completed by Brillion. Each reference includes a brief project description, project dates, client name, and primary contact information, as requested.

Project Name Modesto Irrigation District Utility Program Management Platform Client Modesto Irrigation District
Description of work
performed
Brillion Fulfill was implemented for Modesto Irrigation District (MID) as the central platform for program management, project tracking, and reporting across its residential, commercial/industrial (C&I), and solar energy efficiency and renewable programs. The system serves as a comprehensive repository for program participation data, customer project records, energy efficiency measures, incentive processing, and all related program information.

Program managers and staff rely on Brillion Fulfill as their primary day-today system to manage workflows, track project progress, and ensure compliance with program requirements. Built-in operational and management reporting within Brillion Fulfill provides MID with real-time insights into program performance, budget utilization, and customer participation trends, enabling more informed decision-making and streamlined program delivery.

In addition, Brillion Fulfill supports integration with external systems where needed, ensuring data consistency across MID’s enterprise applications.

The platform provides MID with the scalability and flexibility to adapt as programs evolve, while maintaining a clear audit trail and robust reporting framework.

By implementing Brillion Fulfill, MID has centralized program operations, improved reporting accuracy, and enhanced the customer and staff experience—ultimately ensuring more efficient management of its energy efficiency and renewable portfolio.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 9 Period work was
completed
Initial deployment in 2016
Client contact Linh Nguyen
[email protected]
Project Name Turlock Irrigation District Utility Rebate Management Platform Client Turlock Irrigation District
Description of work
performed
Brillion Fulfill was implemented for Turlock Irrigation District (TID) to serve as TID’s platform used to manage, track, and report on its residential energy efficiency programs. The system serves as a centralized repository for residential program enrollment, customer project records, energy efficiency measures, incentive processing, and all supporting documentation.

TID program staff rely on Brillion Fulfill daily to manage project workflows, monitor progress, and ensure program compliance. The platform’s integrated reporting provides timely insights into participation levels, incentive utilization, and overall program performance, enabling TID to make data-driven decisions that strengthen program delivery and customer engagement.

Brillion Fulfill also gives TID the flexibility to adapt as residential program offerings evolve, while maintaining consistent data quality and transparency. This has led to more streamlined operations, improved reporting accuracy, and enhanced experience for both TID staff and participating residential customers.

Period work was
completed
Initial deployment in 2021
Client contact Erica Salado
[email protected]
Project Name Silicon Valley Clean Energy Management Platform Client Silicon Valley Clean Energy
Description of work
performed
Brillion Fulfill was implemented for Silicon Valley Clean Energy (SVCE) to serve as SVCE’s comprehensive program management solution supporting end-to-end customer, vendor, and internal workflows. Key capabilities Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 10 include configuration of up to twelve incentive and grant programs and associated measures; an online customer application intake and review solution (authenticated or unauthenticated, determined during discovery); and automated workflows with status-based notifications, including Bill.com payment communications.

The solution also includes CRM functionality to track customer interactions and participation history; role-based access for external vendors, including bulk data uploads; and configurable enrollment and budget dashboards and reports. Additional scope covers DocuSign eSignature integration for customer agreements, legacy data import templates and guidance, and integrations with external systems including Calpine, PG&E (4013), DAISY, Concierge Salesforce CRM, and Bill.com.

Period work was
completed
Initial deployment in 2024
Client contact Doug Bernard
[email protected]
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 11 Tab C: Qualifications of Team
Brillion will staff this project with an experienced, U.S.-based professional services team that brings deep expertise in Salesforce-based utility solutions, demand-side management platforms, and long-term application management engagements. The designated project leadership includes a Senior Project Manager and senior subject-matter experts with extensive tenure at Brillion and direct experience supporting the City of Roseville’s existing platform and customer portal. Team members collectively offer decades of experience in SaaS delivery, Salesforce configuration, Agile project management, and utility program operations, enabling efficient execution with minimal ramp-up.

All work will be performed by Brillion employees; no sub-consultants or sub-contractors will be utilized for this engagement. Brief resumes for each team member, including geographic location and length of service with Brillion, are provided below.

Michael Arndt, Senior Salesforce Business Analyst
Location: Milwaukee, WI
Tenure: 11 years
Michael Arndt has over ten years of experience supporting Salesforce-based utility and demandside management solutions, with deep expertise in the Brillion Fulfill platform. He has worked extensively with the City of Roseville and possesses detailed, institutional knowledge of Roseville’s existing platform configuration, customer rebate portal, and operational workflows.

Michael has led configuration and enhancement efforts across Salesforce, including security models, objects, automation (Flows, approval processes, validation rules), reporting, and Lightning experiences. He regularly translates Roseville’s business and program requirements into practical, scalable system enhancements, ensuring continuity with existing configurations while introducing improvements aligned to current needs.

Throughout his career, Michael has acted as a primary liaison between customers and technical teams, facilitating workshops, interviews, and working sessions to gather requirements, document business processes, and guide configuration decisions. He has supported Agile delivery using Scrum methodologies, managing backlogs, participating in sprint planning, and leading testing and UAT to ensure solutions meet operational and customer needs.

As a trusted advisor, Michael conducts targeted discovery sessions, supports backlog prioritization, and leads testing and UAT to ensure enhancements are delivered accurately and with minimal disruption. His deep familiarity with Roseville’s environment significantly reduces project ramp-up time and risk, making him a key contributor to the success of this engagement.

Greg Edsall, Senior Project Manager, Professional Services Location: Leesburg, VA
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 12 Tenure: 1.5 years
Greg Edsall is an experienced IT Project Manager with a strong background leading technology initiative across the energy, financial services, logistics, and design industries. He has over six years of progressive experience managing full project lifecycles, from planning and execution through delivery and closeout, in both startup and enterprise environments.

Greg has led remote and hybrid teams, coordinated vendors, and driven cross-functional collaboration to ensure projects are delivered on time, within scope, and aligned with stakeholder expectations. His approach emphasizes clear communication, proactive risk management, and consistent progress tracking, providing transparency and predictability throughout the engagement.

As Senior Project Manager, Greg supports day-to-day execution, status reporting, issue resolution, and coordination between Roseville staff and Brillion delivery resources. His well-rounded background in IT delivery, operations, and business administration enables him to balance technical execution with practical business needs, contributing to a smooth and well-governed implementation.

Jimmy Chacko, Senior Director, Professional Services
Location: Atlanta, GA
Tenure: 1 year
Jimmy Chacko is a seasoned SaaS implementation and professional services leader with over 20 years of experience delivering complex enterprise software deployments and driving customer success initiatives. He provides executive oversight for professional services delivery, ensuring projects are aligned with client objectives, delivered efficiently, and governed by best-practice methodologies.

Jimmy has a proven track record of building and scaling high-performing onboarding, solution architecture, and customer success teams across both startup and enterprise environments. His leadership has consistently resulted in reduced implementation timelines, improved delivery predictability, and customer satisfaction ratings exceeding 94%. He brings deep expertise in aligning technology solutions with strategic business goals, ensuring measurable outcomes for clients.

In his role, Jimmy provides strategic direction, delivery governance, and escalation support for complex engagements. His experience leading cross-functional teams and enterprise programs ensures that Roseville benefits from disciplined execution, strong accountability, and a services organization optimized for long-term success.

Zeeshan Virani, Solution Architect, Professional Services Location: Tucker, VA
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 13 Tenure: 12 years
Zeeshan is a seasoned Solution Architect specializing in Salesforce.com platforms, with over a decade of experience designing and implementing scalable, integrated solutions. Since 2013, he has led the architecture and enhancement of Salesforce applications, developing custom Apex code, Visualforce pages, and API integrations to meet complex business requirements.

Zeeshan excels at translating client needs into technical solutions, building robust web service APIs for seamless third-party integrations, and guiding cross-functional teams through design and implementation phases. His broad expertise spans multiple operating systems, programming languages, databases, and web technologies, enabling him to deliver end-to-end, innovative solutions that align with strategic goals.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 14 Tab D: Project Understanding
Roseville Electric has partnered with Brillion since 2012, and our Professional Services and Customer Support teams bring deep, hands-on knowledge of Roseville’s DSM programs, Salesforce configuration, customer rebate portal, and operational workflows. This long-standing relationship provides Brillion with a clear understanding of the City’s objectives, regulatory environment, constraints, and the practical realities of operating and evolving a mature, best in class utility program management platform.

Recognizing the delivery challenges experienced in the prior year under the existing time-andmaterials model, Brillion is proposing an alternate AMS approach designed to improve continuity, delivery consistency, and value realization. Rather than consuming a budget through intermittent, reactive usage, the AMS model ensures dedicated capacity focused on forwardlooking platform enhancements and operational improvements. Brillion will continue to provide the same level of transparency into hours consumed, work performed, and outcomes delivered, ensuring Roseville has clear visibility that AMS dollars are being spent efficiently and aligned to agreed priorities.

Brillion AMS Visual Process Representation
Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 15 The services requested in this RFP are best understood as two integrated and complementary workstreams.
• First, Roseville is seeking the continued enhancement and refinement of its existing Salesforce-based platform and customer rebate portal focused on improving functionality, efficiency, and customer experience while preserving system stability and historical program data.
• Second, Roseville is seeking ongoing, end-to-end operational support delivered by dedicated, Roseville-knowledgeable resources, supported by full documentation and cross-trained staff to ensure continuity of operations and timely response to Rosevillespecific needs.

AMS 0.5 FTE Subscription (Professional Services and Enhancements) To support the professional services and enhancement objectives, Brillion proposes an Application Management Services (AMS) 0.5 FTE subscription that provides predictable, dedicated delivery capacity aligned to Roseville’s priorities. This model supports targeted discovery and due diligence, delivery of enhancements identified in the existing backlog and RFP requirements, and a governed, backlog-driven framework to address new priorities as program and business needs evolve—without the disruption or overhead of repeated standalone projects.

A central challenge in achieving Roseville’s objectives is balancing uninterrupted program operations with continuous improvement, ensuring enhancements are delivered efficiently, accurately, and with minimal risk to customers and staff. Brillion’s deep institutional knowledge of Roseville’s platform, combined with a proven AMS delivery model purpose-built for utility environments, enables disciplined change control, consistent forward progress, and rapid response to emerging needs. This approach reduces delivery risk, improves predictability, and maximizes the long-term value of Roseville’s existing investment.

The AMS engagement will be used to implement functionality identified in Brillion’s Requirements Matrix response and the RFP functionality backlog that is either planned for completion prior to the next contract term or requires development under the upcoming contract. This ensures transparent prioritization, controlled execution, and measurable progress aligned with Roseville Electric’s operational and program goals.

AMS 0.25 FTE Subscription (Ongoing Operational Support) To support Roseville Electric’s ongoing operational needs, Brillion proposes an Application Management Services (AMS) 0.25 FTE subscription focused on production support, system stability, and continuity of operations. This model provides dedicated, Roseville-knowledgeable support resources with direct experience in the City’s specific configuration, supported by documented build and support procedures, cross-trained staff, and standard support tools including a formal help desk and ticketing system. The AMS framework ensures timely issue resolution, clear escalation paths, and effective coordination with enhancement activities.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 16 Maintaining reliable day-to-day operations while the platform continues to evolve requires disciplined processes, deep platform familiarity, and predictable support capacity. Brillion’s longstanding partnership with Roseville and proven AMS support model reduce operational risk, minimize disruption to customers and staff, and ensure consistent service levels. This subscription-based approach provides Roseville with confidence that its platform is actively supported, well-governed, and resilient—protecting the City’s investment while enabling continued program evolution.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B

Brillion Response to RFP #07-123 Utility Rebate Management System Page | 17 Tab E: Project Plan
This Project Plan section summarizes Brillion’s approach to successful project implementation, including delivery methodology, governance, staffing, and schedule. It addresses Roseville Electric’s requirements for a dedicated Project Manager, regular progress meetings, formal defect tracking, testing and acceptance processes, change control, and risk management. The response also covers document review, PMO differentiation, project tools, staffing responsibilities for Brillion and Roseville Electric participants, training and knowledge transfer, deployment readiness, and any equipment or installation considerations—demonstrating a complete, low-risk, and wellgoverned implementation approach aligned to Roseville’s objectives.

For the purposes of this section, Brillion focuses exclusively on the delivery approach, governance, and execution of the AMS 0.5 FTE Professional Services and Enhancements engagement.

Implementation Approach Overview
To support the professional services and enhancement objectives, Brillion proposes a prepaid Application Management Services (AMS) 0.5 FTE subscription to support Roseville Electric’s Salesforce-based platform optimization, process improvement, and ongoing operational readiness objectives. This engagement is designed to complete targeted discovery and due diligence, deliver currently identified system enhancements, and provide a flexible, governed framework to address additional priority items identified throughout the engagement.

Under this model, Roseville Electric receives a dedicated, blended Brillion delivery team—including Solution Architecture, Business Analysis, Project Management, and Integration expertise—allocated at 80 hours per month, with guaranteed availability and priority access.

Compared to traditional time-and-materials engagements, this approach reduces effective hourly costs, minimizes ramp-up time, and provides Roseville Electric with predictable, wellgoverned service delivery. This subscription-based model also reduces delivery risk by ensuring continuity of resources and deep familiarity with Roseville Electric’s platform and operational workflows.

Delivery Methodology
Brillion will deliver services using a proven Agile AMS framework designed to provide transparency, predictability, and continuous value delivery. Core elements of the methodology include:
• Discounted Effective Hourly Rate
A prepaid AMS subscription lowers the blended effective hourly rate compared to ad-hoc or time-and-materials engagements, maximizing the value of Roseville Electric’s investment while reducing administrative overhead.

Docusign Envelope ID: 1D06B931-C2FB-829B-815E-896DE4FD852B