Additional Terms for Consideration:
Scope of Services: Contractor shall perform all services, and comply in all respects, as described herein for the consideration stipulated, and in compliance with State and City Codes. Such services may include:
A. WASTE SERVICES. Except as otherwise directed by Contractor, prior to any Waste management, handling or disposal, City must submit to Contractor for approval a completed waste product questionnaire, profile, manifest, or similar document describing Waste to be handled (“Waste Documentation”) and provide a representative sample (if Contractor requests).
Contractor is not required to perform an exhaustive analysis of the Waste to identify its components, nor will any Contractor analysis relieve City of its responsibility to ensure the Waste conforms to the approved Waste Documentation. Contractor does not guarantee that it will accept any particular type of Waste upon receipt of Waste Documentation.
i. TITLE AND LIABILITY. Title, liability, and responsibility for Waste will pass to Contractor upon Contractor’s acceptance of the Waste at Contractor’s facility unless shipment of the Waste is the responsibility of Contractor , in which event title, responsibility and liability will pass upon delivery to, and acceptance by, Contractor at the commencement of shipment. Title, liability, and responsibility for Non-Conforming Waste will always remain with City, regardless of whether physical possession has passed to Contractor.
Under no circumstances shall Contractor be deemed the generator of any Waste or other material managed under this Agreement.
ii. NON-CONFORMING WASTE. “Non-Conforming Waste” is any material that deviates from the description provided by City (including specifications set forth in the approved Waste Documentation) or any representative sample or supporting information or analyses, or that could alter the hazard, risk, or cost assumed by Contractor in performing the Services, or does not comply with applicable regulations, or that could cause Contractor to be in noncompliance with any permit or other authorization. If Contractor determines that any Waste is Non-Conforming Waste, it will have the right to reject, revoke acceptance of, or determine alternative disposal for, such Non-Conforming Waste, and convey it to City or another location. City will pay Contractor ’s penalties, damages, and costs related to the Non-Conforming Waste including, without limitation, for injury to people or property, handling, analysis, transportation, repackaging, and time involved in conveying Non-Conforming Waste to City or other location or arranging for alternative disposal.
iii. PACKAGING, LOADING AND TRANSPORTATION. Unless Contractor agrees to provide packaging, loading, and transportation of the Waste to Contractor facility, City is responsible for each. If packaging is City’s responsibility, it shall ensure that its Waste is properly classified, packaged, marked, labeled and in condition for shipment per applicable regulations. If loading is City’s responsibility, it shall properly and legally load its Waste on vehicles provided or arranged for by Contractor to transport the Was te. If transportation is City ’s responsibility, it shall arrange to legally transport the Waste to Contractor’s facility. The Parties agree and understand that reasonable refusal by Contractor or its subconsultant to package, load, transport, handle, dispose of, or recycle Non-Conforming Waste will not be a breach of this Agreement. City acknowledges that any Waste received that is not properly classified, packaged, marked, labeled, or contained may still be processed by Contractor, at its sole discretion, but will be subject to additional charges.
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EXCEPTION DOCUMENTS
B. ON SITE SERVICES. City shall ensure unobstructed access to City’s site and/or area to be serviced. City shall inform Contractor of any known hazards or risks associated with the site, and City represents and warrants that it maintains and shall maintain a safe working environment for Contractor’s personnel. If, in its sole discretion, Contractor discovers any hazardous or unsafe working condition, Contractor shall have the right to immediately take action to mitigate such unsafe conditions, and Contractor shall be under no obligation to continue performing any of the Services until such action is complete and the site is safe. City shall inform Contractor in writing of any site- specific conditions or requirements that will impact the performance of the Services prior to the commencement of Services.
C. EMERGENCY RESPONSE
i. City may request response Services by telephone at 800-899-4672 or pursuant to a mutually agreed written Pricing Document. City shall provide Contractor with all information necessary to assess the type of response Service needed, upon which Contractor will rely in determining if and to what extent Contractor will respond. All emergency response related Services are provided at Contractor’s current standard rates, unless otherwise quoted by Contractor.
ii. City acknowledges that Contractor’s provision of response related Services is on an as- available basis and does not guarantee Contractor’s response or a response within a specific timeframe. City also acknowledges that Contractor does not represent or warrant that it will recover any specific quantity of Waste or that it will achieve any specific level of cleanliness. CONTRACTOR DOES NOT REPRESENT OR WARRANT THAT, AND
CUSTOMER WAIVES ANY CLAIMS THAT, ITS SERVICES WILL RENDER ANY REAL
OR PERSONAL PROPERTY, S AFE FOR HUMAN ACTIVITY OR OCCUPATION, OR BE IN COMPLIANCE WITH ANY APPLICABLE LAW.
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EXCEPTION DOCUMENTS CONT.
9 Contract Purchase Agreement 3003463
Contract Terms and Conditions
1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Contractor's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.
3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.
4. Time is of the essence of this Agreement.
5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.
6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.
7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.
8. Unless notified to the contrary, in writing, the City assumes that the Contractor has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement.
9. All fair employment practices must be adhered to. In addition, if the project referenced on this service agreement is a Public Works project, all prevailing wage laws must be complied with. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir. ca.gov/dlsr/DPreWageDetermination.htm. In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable.
10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in City of Roseville | Request for Proposal RFP 07-121
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EXCEPTION DOCUMENTS CONT.
10 full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage.
b. Form. Contractor shall submit an ACORD form certificate of insurance evidencing such the coverage required in Attachment A which shall be maintained 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. Contractor shall also provide a separate blanket-form endorsement or section of the policy showing providing additional insured status to the City, its officers, agents, employees, and volunteers as additional insureds for each type of coverage, except for Workers' Compensation. Such insurance shall specifically cover the contractual liability of Contractor. The additional insured coverage under the Contractor's policy shall be primary and noncontributory, as evidenced by a separate blanket-form endorsement, form LD-20287 (06/06), or section of the policy, and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Contractor shall provide thirty (30) days written notice to City prior to cancellation or material 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 via blanket-form endorsement to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured. f. Subcontractors. Contractor agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor's work. Furthermore, Contractor shall require its subcontractors to agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement.
Additionally, Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) shall be the sole responsibility of the Contractor. must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right. h. Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a blanket- form waiver of subrogation endorsement in favor of City, its officers, agents, City of Roseville | Request for Proposal RFP 07-121
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EXCEPTION DOCUMENTS CONT.
11 employees and volunteers for all work performed by Contractor, its employees, agents and subcontractors.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.
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EXCEPTION DOCUMENTS CONT.
12 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 10 38 04 13 or an equivalent, blanket-form endorsement or section of the policy. The blanket-form endorsement shall provide additional status to cover the City of Roseville, its officers, agents, employees and volunteers as additional insured.
Policies must be primary and non-contributory via blanket-form endorsement.
The General Liability and Automobile Liability policies shall be endorsed via blanket-form notice of cancellation endorsements providing 30 days’ notice of cancellation to the City. 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:
Professional Liability:
$1 Million/occurrence
No auto required
Hazardous Materials:
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:
No auto required
No workers' comp required
Professional Counseling/ Psychological:
Professional Liability:
$1 Million/occurrence
No auto required
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EXCEPTION DOCUMENTS CONT.
13 Pyrotechnics:
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:_X
General Liability:
$3 Million/occurrence
$6 Million aggregate
Contractor’s Pollution Liability – $2
Million/Occurrence/$4 Million
aggregate
Auto - $2 Million combined single
limit/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 City of Roseville | Request for Proposal RFP 07-121
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EXCEPTION DOCUMENTS CONT.
ADVANCED CHEMICAL TRANSPORT, LLC
6940 Tremont Road
Dixon, CA 95620
Department: Roseville Electric Utility
Date: 4/23/2026
RFP No. 07-121
for
Hazardous and Non-Hazardous Waste Disposal Services
Evaluation
Criteria
"A"
Evaluation
Criteria
"B"
Evaluation
Criteria
"C"
Evaluation
Criteria
"D" Total
Ranking Company Name Score (after
weighting)
Score (after weighting) Score (after
weighting)
Score (after
weighting)
Score
1 ACTenviro 22 23 22 21 88
3 Clean Harbors Environmental Services 23 21 20 19 83
2 Patriot Environmental Services 22 22 20 20 84
Max 25 points Max 25 points Max 25 points Max 25 points
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.3
File #: 0800-03
Item ID: 2026-592
Title: California Greenhouse Gas Cap-and-Trade Program – 2027 Allowance Allocation Contact: Pooja Sharma 916-746-1658 [email protected]
SUMMARY
Staff recommends approval to allocate 100% of the City’s 2027 Greenhouse Gas (GHG) allowances to the Compliance account for future compliance obligations, with no allowances allocated to the Auction account. The allowances, valued at approximately $7.9 million, will be used to offset future GHG compliance obligations.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution directing 100% of the City’s 2027 Greenhouse Gas (GHG) allowances to the Compliance account for future compliance obligations, with no allowances allocated to the Auction account.
BACKGROUND
As an electric distribution utility, the City annually receives an allocation of GHG allowances from the State of California under the Cap-and-Invest program. These allowances can be utilized for compliance purposes or consigned for auction. The City is required to designate how to distribute the allowances between its Compliance account and Auction account:
• Allowances placed in the Compliance account must be utilized to meet the City’s emission compliance obligation, which includes emissions from operating the Roseville Energy Park (REP), and emissions associated with out-of-state electricity imports to serve the City’s load. • Allowances placed in the Auction account must be consigned to the quarterly auctions, with the City receiving the proceeds subject to specific spending restrictions.
The City is expected to receive up to 262,860 allowances for 2027, less an adjustment of about 2% (or about 6,000 allowances) due to its participation in the Energy Imbalance Market (EIM). This 2% is estimated based on historical data, and the State will inform the City of the exact amount by the end of August 2026.
The recommendation to allocate all 2027 GHG allowances to the Compliance Account is driven by REP Compliance obligations. Following a multi-year rulemaking process that began in 2023, CARB adopted amendments to the Cap-and-Invest Program on May 29, 2026. These amendments reduce the City’s projected allowance allocation by approximately 14% for the 2027–2030 period. Uncertainty remains regarding market conditions, allowance prices, and potential regulatory changes post-2030 as California works toward its 2045 climate goals. In addition, since entering the Energy Imbalance Market (EIM) in 2021, there has been an increase in REP operations, driving a higher demand for allowances to meet compliance obligations.
By banking all the 2027 GHG allowances, the City can more effectively manage its compliance obligations in light of anticipated regulatory changes and increased operational demand. Staff will continue to monitor the regulatory and market developments closely, reassessing the allocation of allowances annually to ensure alignment with the latest regulatory and market conditions.
FISCAL IMPACT
There is no direct fiscal cost associated with the GHG allowance allocation. The allowances, valued at approximately $7.9 million, will be used to meet future GHG compliance requirements.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
Approval of the 2026 GHG Allowance Allocation meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
2. Remain fiscally responsible in a changing world
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Pooja Sharma, Electric Resources Planner
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 26-306
REVIEWERS:
Pooja Sharma, Electric Department - Resource Planning & Generation Created/Initiated - 7/2/2026 William Forsythe, Electric Department - All Approved - 7/9/2026 Shawn Matchim, City Clerk Department Approved - 7/13/2026 Chris Porter, Electric Department - Engineering Approved - 7/15/2026 Daniel Beans, Electric Department - All Approved - 7/16/2026 Kelly Aye, City Attorney Department Approved - 7/20/2026 Katrina Six, City Clerk Department Approved - 7/21/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/27/2026 Katrina Six, City Clerk Department Final Approval - 7/27/2026
RESOLUTION NO. 26-306
APPROVING 100% OF THE ALLOCATION OF CITY’S 2027 GREENHOUSE GAS
CAP-AND-TRADE PROGRAM ALLOWANCES
WHEREAS, the City Council approved the Roseville Greenhouse Gas Cap-and-Trade Program in August 2012 and updated said program in February 2013; and
WHEREAS, this program defines how Roseville Electric will use the emission allowances it receives from the State each year; and
WHEREAS, each year the City is required to designate how to distribute the allowances between its Compliance account and Auction account; and
WHEREAS, the City’s 2027 allocation of Greenhouse Gas Cap-and-Trade Program allowances is 262,860, less an adjustment of about 2%; and
WHEREAS, staff recommends 100% of the City’s 2027 Greenhouse Gas (GHG) allowances be allocated to the Compliance account.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville that it hereby approves 100% of the City’s 2027 Greenhouse Gas (GHG) allowances be allocated to the Compliance account.
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
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.4
File #: 0800-03
Item ID: 2026-596
Title: Electric Department Physical Security Plan Review Contact: Tom Pontes 916-774-5550 [email protected]
SUMMARY
California Senate Bill (SB) 699 requires the state’s electric utilities to develop and submit robust physical security plans to safeguard their electrical distribution systems from intentional threats. Roseville Electric has completed its required five-year program review and update of the Roseville Electric Utility Security Plan, pursuant to SB 699 and California Public Utilities Commission (CPUC) Decision 19-01-018. This plan outlines how the utility identifies, evaluates, and mitigates potential physical security risks to critical electric distribution facilities. This regular and periodic review supports statewide efforts to strengthen the security and resilience of utility infrastructure. Staff is recommending City Council acknowledgment that the required five-year program review has been completed in accordance with CPUC Decision 19-01-018 and authorization for the Electric Director or designee to transmit a Notice of Program Review and Plan Update to the CPUC within thirty (30) days of City Council approval. This action has no fiscal impact.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution acknowledging that the required five-year program review and updates to the Roseville Electric Security Plan have been completed in accordance with CPUC Decision 19-01-018. Staff further requests City Council authorization for the Electric Utility Director or designee to transmit a Notice of Program Review and Plan Update to the California Public Utilities Commission within thirty (30) days of City Council approval.
BACKGROUND
In 2013, an attack on PG&E’s Metcalf Transmission Substation exposed vulnerabilities in the state’s electric grid and prompted regulators to strengthen physical security expectations for utilities. In response, California began developing a consistent, risk-based approach for evaluating and mitigating threats to electric distribution systems. Through statewide workshops and coordinated industry input, public and investor-owned utilities worked together to outline a framework for identifying high-priority facilities, assessing risks, and developing mitigation measures where needed. These collaborative efforts culminated in the enactment of Senate Bill (SB) 699 (2019), which codified California’s risk-based approach to distribution grid security into state law. SB 699 requires electrical corporations to develop, implement, and periodically update distribution grid security plans that identify critical distribution facilities, assess physical security risks, and establish appropriate mitigation measures. The legislation also requires the California Public Utilities Commission (CPUC) to review and approve these plans while ensuring that sensitive security information remains protected from public disclosure, creating a consistent statewide framework for strengthening the physical security and resilience of California’s electric distribution system.
The CPUC implemented these statutory requirements through CPUC Decision 19-01-018, which
established the regulatory process for utility distribution grid security plans and adopted requirements governing the identification of critical distribution facilities, risk assessment methodologies, mitigation planning, and periodic updates. The decision also established procedures for the confidential submission and Commission review of utility security plans, ensuring regulatory oversight while protecting sensitive security information from public disclosure. Roseville Electric’s Physical Security Plan is based on this framework and incorporates a structured process for evaluating physical security risks, ensuring third-party review, and maintaining appropriate documentation. This plan was originally adopted by Resolution #21- 277 of the City Council on June 16, 2021, and subsequently updated with minor revisions in Resolution #22-452 on December 7, 2022. As part of the ongoing utility obligations under this CPUC Decision, a five- year program review and update of this plan is required. Upon completion of this program review and acknowledgment by City Council, a Notice of Program Review and Plan Update will be transmitted to the CPUC. The recently completed program review confirms that Roseville Electric’s approach remains effective, aligned with statewide expectations, and focused on supporting the continued security and resilience of the utility infrastructure that serves the community.
FISCAL IMPACT
There is no fiscal impact associated with this action. The five-year review and update of the Physical Security Plan is an administrative and compliance-driven activity that does not require additional funding, does not authorize new projects, and does not modify existing budget appropriations.
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 update and verification of the Roseville Electric Utility Security Plan meet the above criteria and are not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
6. Deliver exceptional City services
Respectfully Submitted,
Tom Pontes, Assistant Electric Utility Director
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 26-308
REVIEWERS:
Tom Pontes, Electric Department - All Created/Initiated - 7/15/2026 Chris Porter, Electric Department - Engineering Approved - 7/16/2026 Daniel Beans, Electric Department - All Approved - 7/16/2026
Kelly Aye, City Attorney Department Approved - 7/22/2026 Katrina Six, City Clerk Department Approved - 7/22/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/27/2026 Katrina Six, City Clerk Department Final Approval - 7/27/2026
RESOLUTION NO. 26-308
ACKNOWLEDGING AND APPROVING THE FIVE-YEAR PROGRAM REVIEW AND
UPDATE OF THE ROSEVILLE ELECTRIC PHYSICAL SECURITY PLAN AND
AUTHORIZING THE TRANSMITTAL OF A NOTICE OF PROGRAM REVIEW AND PLAN
UPDATE TO THE CALIFORNIA PUBLIC UTILITIES COMMISSION
WHEREAS, California Senate Bill (SB) 699 requires the state’s electric utilities to develop and submit robust physical security plans to safeguard their electrical distribution systems from intentional threats; and
WHEREAS, Roseville Electric has completed its required five-year program review and update of the Roseville Electric Utility Security Plan, pursuant to SB 699 and California Public Utilities Commission (CPUC) Decision 19-01-018; and
WHEREAS, the program review and associated update of the Roseville Electric Security Plan confirms that Roseville Electric’s approach to physical security remains effective, aligned with statewide requirements and expectations, and focused on the continued security and resilience of utility infrastructure.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Roseville hereby acknowledges that the required five-year program review and update of the Roseville Electric Physical Security Plan have been completed in accordance with CPUC Decision 19-01- 018.
ADDITIONALLY, BE IT RESOLVED that the City Council of the City of Roseville authorizes the Electric Utility Director or designee to transmit a Notice of Program Review and Plan Update to the CPUC Safety and Enforcement Division within thirty (30) days of City Council approval.
BE IT FURTHER RESOLVED that the City Council of the City of Roseville finds that the Roseville Electric Physical Security Plan contains sensitive information regarding the security of critical electric infrastructure, including vulnerability assessments, physical security measures, and other security-sensitive information. Public disclosure of the Roseville Electric Physical Security Plan could compromise the security of the City's electric utility facilities and infrastructure. Accordingly, the Roseville Electric Physical Security Plan is exempt from public disclosure to the extent permitted by the California Public Records Act (Government Code, Division 10 of Title 1), including, without limitation, Government Code section 7922.000 and any other applicable exemptions protecting security-sensitive, critical infrastructure, or confidential utility information.
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
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.5
File #: 0800-02
Item ID: 2026-582
Title: Roseville Municipal Code Addition - Administrative Remedies Procedure for Challenges to Fees, Charges, and Assessments
Contact: Archana Wagley, My Tien Doan 916-746-1704, 916-774-5472 [email protected], [email protected]
SUMMARY
Staff recommends that the City Council introduce for first reading an ordinance adding Chapter 14.05 of Title 14 of the Roseville Municipal Code regarding administrative remedies procedures for challenges to property-related fees, charges, and assessments.
RECOMMENDATION
Staff recommends that the City Council introduce for first reading an ordinance adding Chapter 14.05 of Title 14 of the Roseville Municipal Code regarding administrative remedies procedures for challenges to property-related fees, charges, and assessments.
BACKGROUND
Article XIII D, Section 6 of the California Constitution, more commonly known as Proposition 218, created procedural and substantive limitations on the ability of a local agency to levy assessments and property- related fees and charges. For example, property-related fees cannot exceed the proportional cost of providing the service, and the revenues generated from such fees cannot exceed the total cost of service or be used for an unrelated purpose. When a local agency is considering setting new rates, Proposition 218 requires, among other things, notice, hearing, and protest procedures, depending on the character of the assessment, fee, or charge.
AB 2257, enacted in 2024, allows local agencies to adopt an optional ‘exhaustion of administrative remedies’ process for challenges to certain local agency fees, specifically property-related water and sewer fees and assessments governed by Proposition 218. The process is summarized as follows:
• The local agency must make the proposed rates available at least 45 days prior to the deadline for a property owner to submit objections, and provide notice of the administrative remedy procedure in a public hearing notice.
• The local agency must post evidence supporting the rates on the agency’s website, and mail it to a property owner upon request.
• The local agency must provide property owners with a minimum of 45 days in which to submit a written objection alleging noncompliance with Proposition 218.
• The local agency must respond in writing to each written objection prior to the close of the public hearing during which the agency considers adopting the fee or assessment in question.
If a local agency complies with the above requirements, a person or entity may only bring a judicial action or proceeding alleging noncompliance with Proposition 218 after that person or entity has timely submitted
to the local agency a written objection to that fee or assessment. AB 2257 also limits any litigation to the administrative record of the public hearing.
FISCAL IMPACT
There is no fiscal impact associated with the proposed Ordinance.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
5. Support community engagement and advocacy
6. Deliver exceptional City services
Respectfully Submitted,
Archana Wagley, EU Business Services Manager
My Tien Doan, Deputy City Attorney
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Ordinance - First Reading
REVIEWERS:
Archana Wagley, Environmental Utilities Department Created/Initiated - 6/26/2026 Brian Craighead, Environmental Utilities Department Approved - 6/29/2026 Sean Bigley, Environmental Utilities Department - All Approved - 6/30/2026 Kelly Aye, City Attorney Department Approved - 7/8/2026 Katrina Six, City Clerk Department Approved - 7/13/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/27/2026 Katrina Six, City Clerk Department Final Approval - 7/27/2026
1 ORDINANCE NO. _______
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE ADDING CHAPTER
14.05 OF TITLE 14 OF THE ROSEVILLE MUNICIPAL CODE REGARDING
ADMINISTRATIVE REMEDIES PROCEDURE FOR CHALLENGES TO FEES,
CHARGES, AND ASSESSMENTS
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. Chapter 14.05 is hereby added to Title 14 of the Roseville Municipal Code to read as follows:
Chapter 14.05
ADMINISTRATIVE REMEDIES PROCEDURE FOR CHALLENGES TO FEES,
CHARGES, AND ASSESSMENTS
Sections:
14.05.010 Scope.
14.05.020 Duty to exhaust issues.
14.05.030 Procedures.
14.05.040 City responses; Council consideration.
14.05.050 City council determinations.
14.05.060 Severability.
2 Section 14.05.010 Scope.
The duty to exhaust administrative remedies imposed by this chapter extends to:
A. Any fee or charge subject to Article XIII D of the California Constitution; B. Any assessment on real property levied by the city; and C. The methodology used to develop and levy such a fee, charge, or assessment.
Section 14.05.020 Duty to exhaust issues.
No person may bring a judicial action or proceeding alleging noncompliance with the California Constitution or other applicable law for any new, increased, or extended fee, charge, or assessment levied by the city, unless that person submitted to the city clerk a timely, written objection to that fee, charge, or assessment specifying the grounds for alleging noncompliance. The issues raised in any such action or proceeding shall be limited to those raised in such an objection unless a court finds the issue could not have been raised in such an objection by those exercising reasonable diligence.
Section 14.05.030 Procedures.
The city shall:
A. Make available to the public any proposed fee, charge, or assessment to which this chapter applies no less than forty-five (45) calendar days before the deadline for a
3 ratepayer or assessed property owner to submit an objection pursuant to Section
14.05.030(D).
B. Post on its internet website a written basis for the proposed fee, charge, or assessment, such as a cost-of-service analysis or an engineer’s report.
C. Mail the written basis described in Section 14.05.030(B) to a ratepayer or property owner upon request.
D. Provide at least forty-five (45) calendar days for a ratepayer or assessed property owner to review the proposed fee, charge, or assessment and to timely submit to the city clerk a written objection to that fee, charge, or assessment that specifies the grounds for alleging noncompliance. Any objection shall be submitted before the end of the public comment portion of a hearing on the fee, charge, or assessment.
E. Include in a written notice of the hearing the following, including, but not limited to, a notice pursuant to California Constitution, Article XIII D, Section 4(c) or Section 6(a)(1):
1. A link to the written basis posted on the city’s internet website described in Section 14.05.030(B).
2. All substantive and procedural requirements for submitting an objection to the proposed fee, charge, or assessment such as those specified for a property-related fee under California Constitution, Article XIII D, Section 6(a) or for an assessment on real property under California Constitution, Article XIII D, Section 4(e).
3. A prominently displayed statement that:
4 a. All written objections must be submitted to the city clerk by the end of the public comment period at the hearing; and
b. A failure to timely object in writing bars any right to challenge that fee, charge, or assessment in court and that any such action or proceeding will be limited to issues identified in such objections.
Section 14.05.040 City responses; Council consideration.
Before or during the hearing, the city shall respond in writing to any timely written objections and the city council shall consider such objections and responses before the end of the hearing. The city council may adjourn the hearing to another date if necessary to respond to comments received after the agenda is posted for the meeting at which the hearing occurs. The city’s responses shall explain the substantive basis for retaining or altering the proposed fee, charge, or assessment in response to written objections, including any reasons to reject requested amendments.
Section 14.05.050 City council determinations.
The city council, in exercising its legislative discretion, shall determine any of the following:
A. Whether the written objections and the city’s response warrant clarifications to the proposed fee, charge, or assessment.
B. Whether to reduce the proposed fee, charge or assessment.
5 C. Whether to further review the proposed fee, charge, or assessment before making a determination on whether a clarification or reduction to the proposed fee, charge, or assessment is needed.
D. Whether to proceed with the hearing, to continue it, or to abandon the proposal.
Section 14.05.060 Severability.
The provisions of this chapter are hereby declared to be severable. If any provisions, sentence, clause, word, or paragraph of this chapter or the application thereof to any person, establishment, or circumstance shall be held unconstitutional, unlawful, or otherwise invalid by a court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity or application of the remaining portion of this chapter.
SECTION 2. The City Clerk is hereby authorized and directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of _______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
6 NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.6
File #: 0200
Item ID: 2026-435
Title: Debt, Lease, and Subscription-Based Information Technology Arrangement Management Solutions - Sole Source Contract Purchase Agreement
Contact: Teri Quinlan 916-774-5316 [email protected]
SUMMARY
Staff recommends approval of a sole source contract purchase agreement with Fifth Asset Inc. dba DebtBook in the amount of $81,000 covering a three-year term to provide debt, lease, and subscription- based information technology arrangement management software. The recommended agreement is a sole source because the system has been fully implemented and configured to meet the City’s operational and reporting needs, and no other vendor has been identified that provides a comparable, integrated platform designed for the public sector with the functionality required to support the City’s debt, lease, and subscription accounting and reporting needs. Funding is included in the Finance Department's budget in the General Fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve the three-year sole source Contract Purchase Agreement (3005559) with Fifth Asset Inc. dba DebtBook for debt, lease, and subscription- based information technology arrangement management software, and authorize the City Manager to execute the agreement on behalf of the City of Roseville.
BACKGROUND
DebtBook is a cloud-based debt, lease, and subscription management system that helps the City with its debt management, leases, and subscription-based information technology arrangements (SBITAs) in the following ways: analyzing leases and SBITAs; generating tracking schedules, amortization schedules, and journal entries for recording to the general ledger; and preparing financial statement disclosures. The City has utilized DebtBook software since July 2022 to support debt, lease, and SBITA accounting and reporting. The system has been fully implemented and configured to meet the City’s operational and reporting needs. Transitioning to a new solution would require significant time and resources for implementation, data migration, and staff training, and would disrupt established processes. No other vendor has been identified that provides a comparable, integrated platform designed for public sector finance with the functionality required to support the City’s debt, lease, and SBITA accounting and reporting needs.
FISCAL IMPACT
The contract purchase agreement totaling $81,000 provides DebtBook's cloud-based software for a three- year term, effective July 6, 2026, with a Year 1 cost of $25,000, Year 2 cost of $27,000, and Year 3 cost of $29,000. Adequate funding is included in the Finance Department's budget in 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 DebtBook agreement meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Teri Quinlan, Accounting Manager
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-303
2. CPA 3005559
REVIEWERS:
Teri Quinlan, Finance Department Created/Initiated - 7/9/2026 Scott Pettingell, City Clerk Department Approved - 7/13/2026 Shannon Wiest, Finance Department - Purchasing Approved - 7/16/2026 Kelly Aye, City Attorney Department Approved - 7/20/2026 Katrina Six, City Clerk Department Approved - 7/20/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/23/2026 Katrina Six, City Clerk Department Final Approval - 7/23/2026
RESOLUTION NO. 26-303
APPROVING A SOLE SOURCE CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND FIFTH ASSET INC. DBA DEBTBOOK,
AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF
THE CITY OF ROSEVILLE
WHEREAS, the Sole Source Contract Purchase Agreement (3005559) for debt, lease, and subscription-based information technology arrangement management solutions, by and between the City of Roseville and Fifth Asset Inc. dba DebtBook, 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 3005559
Supplier Details:
Company Fifth Asset Inc dba DebtBook
Contact Bill Fray
Address 1930 Camden Rd #200
Charlotte, NC 28203
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: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
Agreement 3005559
Agreement Date 01-JUL-2026
Revision 0
Agreement Amount 81,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Fifth Asset Inc dba DebtBook
1930 Camden Rd #200
Charlotte, NC 28203
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 Debt Management Core, Debt Accounting, and Lease and Subscription-Based Information Technology Arrangement (SBITA) Management Complete in accordance with the attached Fifth Asset Inc dba DebtBook negotiated Order Form and Master Services Agreement dated 7/6/26.
Please contact LaTara Baker in the Finance Department at 916-746-1396 or [email protected] for any questions regarding this agreement.
Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 15332 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
06-Jul-2026 05-Jul-2029 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: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
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 third-party 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. 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.
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.
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 upon request and annually. 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 showing City, 3 Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
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
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. Upon presentment of a claim, 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, and ordinances as may be applicable to the performance of services under this Agreement. Failure to comply with local 4 Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
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 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 or deleted in accordance with the termination procedures.
21. Upon termination or expiration of this Agreement, Consultant will ensure that City has access to the Services for sixty (60) calendar days in order to extract it's data and Confidential Information for the software and will assist if requested by City. Consultant will ensure that 5 Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
any transfer of Confidential Information will be industry standard, and that City will have access to all Confidential Information during any such transfer. Consultant shall securely dispose of all Confidential Information within 90 days of termination or expiration and Consultant will provide written certification to City once all Confidential Information has been securely disposed of if requested by City.
22. Consultant shall report to City any data compromise or unauthorized access to Confidential Information as soon as reasonably practicable but no less than within seventy-two (72) 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 reasonable 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.
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 6 Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville. ca.us/government/departments/city_clerk/transparency/levine_act.
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) 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.
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 Fifth Asset Inc dba DebtBook) REV 9/4/25 JL
7 X
Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80 00856152
Contract Purchase Agreement 3005559
ATTACHMENT A
HUMAN RESOURCES/RISK MANAGEMENT DIVISION
INSURANCE REQUIREMENTS
AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES Negotiated for Fifth Asset dba Debtbook rev. 9/4/25 VB
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. 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: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
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: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
Contract Purchase Agreement 3005559
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: 0E43DF4F-B869-8B74-81EE-6069F48D0F80 CFO and Vice President
Counsel and Secretary
Michael Juby
7/7/2026
7/7/2026
Liam Resch
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/106/33/70/76/67/32/67/34/105/35/i255
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/78/99/36/112/99/36/37/36/36/i255
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/106/77/68/70/70/72/70/i255/114/33/67/83/88/i255/i255
/113/33/88/105/i255/72/101/i255/94/72/83/67/80/33/34/34/67/i255 /110/85/32/76/77/68/83/33/70/93/i255/68/70/71/i255/114/68/32/67/77/72/85/83/67/i255/75/68/70/68/93/67/32/i255 Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
ORDER FORM
I. General Information
Customer Information
Customer Name: Roseville, CA (“Customer”)
Address: 311 Vernon St.
Roseville, CA 95678
Contact Name: Teri Quinlan
Email: [email protected]
Customer Billing Information
Address: 311 Vernon St.
Roseville, CA 95678
Billing Email: [email protected]
Order Form Information
Order Form Effective Date: July 6, 2026
Agreement Effective Date: July 6, 2026
II. Products & Services
Treasury
Item & Description Year 1 Year 2 Year 3
Debt Management Core
Annual recurring fee for DebtBook's debt management
software-as-a-service application provided to Customer
through access to the Application Services
Price
Discount
Subtotal
$25,000.00
($14,100.00)
$10,900.00
$25,000.00
($13,244.00)
$11,756.00
$25,000.00
($12,388.00)
$12,612.00
Debt Accounting
Annual recurring fee for DebtBook's debt accounting
software-as-a-service application provided to Customer
through access to the Application Services
Price
Discount
Subtotal
$7,500.00
($7,500.00)
$0.00
$7,500.00
($7,500.00)
$0.00
$7,500.00
($7,500.00)
$0.00
Compliance
Item & Description Year 1 Year 2 Year 3
Lease & SBITA Management Complete
Annual recurring fee for DebtBook's Lease and SBITA
management software-as-a-service application provided to Customer through access to the Application Services
Price
Discount
Subtotal
$20,000.00
($5,900.00)
$14,100.00
$20,000.00
($4,756.00)
$15,244.00
$20,000.00
($3,612.00)
$16,388.00
Annual Summary Year 1 Year 2 Year 3
Recurring Subscription Fees $25,000.00 $27,000.00 $29,000.00 One-Time Fees $0.00
Annual Total $25,000.00 $27,000.00 $29,000.00
Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
TOTAL $81,000.00
III. Order Form Terms
1. Services. This Order Form sets forth the Services to be provided to Customer , including the specific Products to be provided to Customer through its access to the Applications Services.
2. Term. The In it ial T erm of th is Or der F orm begins on the Or der F orm Effective D at e as indic at ed abo ve and wil l continue for three years . Thereafter , this Order Form will renew in accordance with the Agreement (as defined below).
3. Fees. DebtBook will invoice Customer upon the Order Form Effective Date and Customer will pay Fees herein for the first year of the Initial T erm in accordance with the payment terms of the Agreement. All Fees thereafter will be due and payable annually and subject to the payment terms of the Agreement. Each invoice will be emailed to Customer’s billing contact indicated herein.
4. Contract Purchase Agreement 3005559 attached hereto is hereby incorporated by reference as part of the Parties' Agreement.
IV. General Terms
This “Order Form” and the Services are governed, in part, by the written Master Services Agreement (the “Agreement”) executed between the Parties. By executing this Order Form and the Master Services Agreement, the Parties agree that the Agreement replaces and terminates any existing agreement or terms and conditions governing the Services described herein. The Agreement supersedes any prior discussion or representations regarding Customer’s purchase and use of the Products and Services described in this Order Form and replaces any existing agreement or terms and conditions governing the Services herein. Each of the undersigned represents that (1) they are authorized to execute and deliver this Order Form on behalf of their respective party, (2) they are authorized to bind their respective party to the terms of the Agreement, and (3) if Customer is a Government Entity, sufficient funds have been appropriated and are available to pay any Fees due under the Agreement in Customer’s current fiscal year. Capitalized terms not defined in this Order Form will have the same meaning ascribed to them as set forth in the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. If permitted by applicable law, electronic signatures may be used for the purpose of executing this Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be “in writing” to the same extent and with the same effect as if the document had been signed manually.
Fifth Asset, Inc. d/b/a DebtBook Roseville, CA
By: \signature2\ By: \signature1\
Name: \fullname2\ Name: \fullname1\
Title: \title2\ Title: \title1\
Date:\date2\ Date:\date1\
Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is entered into as of the Effective Date by and between DebtBook and the customer signing below (“Customer”). By executing the Order Form and using any of the Services, Customer agrees to be bound by this Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and intending to be legally bound, the Parties agree as follows:
1. Definitions.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to the Services.
“Agreement” means, collectively and to the extent applicable, this Master Services Agreement and incorporates the Order Form, any Customer Terms, and the Incorporated Documents, in each case as may be amended from time to time in accordance with their terms.
“Application Obligations” means, collectively, each contractual or financial obligation or agreement managed by Customer using the Products made available to Customer through the Application Services. “Application Services” means the Products and other application-based services that DebtBook offers to Customer through access to the DebtBook application. The specific Products offered to Customer as part of the Application Services are limited to those Products expressly described in any Order Form then in effect. “Appropriate Security Measures” means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by DebtBook. “Authorized User” means any of Customer’s employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services. “Customer” means the person or entity purchasing the Services as identified in the Order Form. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services. “Customer Terms” means the terms set forth in or otherwise identified and incorporated into the Agreement.
For the avoidance of doubt, “Customer Terms” does not include any purchase order or similar document generated by Customer unless such document is expressly identified and incorporated into the Agreement (Customer Terms includes, Contract Purchase Agreement 3005559).
“DebtBook” means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns.
“DebtBook IP” means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by DebtBook arising from or related to the Product, Services, Documentation, or Feedback; and (2) any intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data.
“DebtBook Quote” means any pricing document identified and incorporated into each Order Form that may establish the Products, Services, Term, payment terms, and other relevant details applicable to each Customer purchase of Products and Services under such Order Form.
“Documentation” means DebtBook’s end user documentation and content, regardless of media, relating to the Products or Services made available from time to time on DebtBook’s website at https://support.debtbook.com. “Effective Date” means the date of last signature of the Order Form and/or Agreement, unless a specific Effective Date is set forth on the Order Form.
“Feedback” means any comments, questions, suggestions, or similar feedback transmitted in any manner to DebtBook, including suggestions relating to features, functionality, or changes to the DebtBook IP . “Guided Implementation Services” means DebtBook’s standard Implementation Services option, including basic implementation support, guidance, and training.
Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
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“Governing State” means, if Customer is a Government Entity, the state in which Customer is located. If Customer is not a Government Entity, “Governing State” means the State of North Carolina. “Government Entity” means any unit of state or local government, including states, counties, cities, towns, villages, school districts, special purpose districts, and any other political or governmental subdivisions and municipal corporations, and any agency, authority, board, or instrumentality of any of the foregoing. “Implementation Services” means DebtBook’s Guided Implementation Services or its Premium Implementation Services, in each case as requested by Customer and as provided to Customer. “Incorporated Documents” means, collectively, the Privacy Policy, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into this Agreement by this reference. Current versions of the Incorporated Documents are available at https://www.debtbook.com/legal.
“Initial Term” means the Initial Term established in the Order Form. “Onboarding Services” means onboarding services, support, and training as required to make the Application Services available to Customer during the Initial T erm. “Order Form” means each order document (including, if applicable, any DebtBook Quote incorporated therein by reference) duly authorized by Customer and DebtBook for the purchase of any Products or Services in effect from time to time, as each such Order Form may be amended, modified, or replaced in accordance with its terms and this Agreement.
“Premium Implementation Services” means DebtBook’s premium Implementation Services option, including implementation support, guidance, and training, review of Application Obligations, and entry of relevant Customer Data. “Pricing Tier” means, if applicable, Customer’s pricing tier for each Product as of the date of determination. “Privacy Policy” means, collectively, DebtBook’s privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to DebtBook’s website and as updated from time to time in accordance with their terms.
“Products” means, collectively, any products DebtBook may offer to Customer from time to time through the Application Services, in each case as established in any Order Form then in effect. “Renewal Term” means any renewal term established in accordance with the terms of the Agreement. “Services” means, collectively, the Application Services, the Onboarding Services, the Implementation Services, and the Support Services, or any additional services identified on the applicable Order Form. For the avoidance of doubt, “Services” includes the underlying Products made available to Customer through access to the Application Services.
“SLA” means the Service Level Addendum generally applicable to all users of the Application Services, as posted to DebtBook’s website and as updated from time to time in accordance with its terms. “Support Services” means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA. “Term” means, collectively, the Initial Term and, if applicable, each successive Renewal Term. “Usage Policy” means, collectively, DebtBook’s acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to DebtBook’s website and as updated from time to time in accordance with its terms.
Each capitalized term used but not otherwise defined in this Agreement has the meaning given to such term in the applicable Order Form.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants Customer and Customer’s Authorized Users a non- exclusive, non -transferable (except as permitted by this Agreement) right to access and use the Application Services during the Term, solely for Customer’s internal use and for the Authorized Users’ Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
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use in accordance with the Agreement. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. (b) Documentation License . Subject to the terms and conditions of the Agreement, DebtBook grants to Customer and Customer’s Authorized Users a non -exclusive, non-sublicensable, non-transferable (except as permitted by this Agreement) license to use the Documentation during the Ter m s o l e l y f o r C u s t o m e r ’ s a n d i t s A u t h o r i z e d U s e r ’ s internal business purposes in connection with its use of the Services. (c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users’ access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the pr ovisions applicable to their use of the Services, including the Incorporated Documents.
(d) Use Restrictions . Customer may not at any time, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in wh ole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook or any other third -party through the Services.
(e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend Customer’s and any Authorized User’s access to any or all of the Services if: (1) Customer is more than 45 days l a t e i n m a k i n g a n y p a y m e n t d u e u n d e r , a n d i n a c c o rdance with, the terms of the Agreement, (2) DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP; (B) Customer’s or any Authorized User’s use of the D e b t B o o k I P d i s r u p t s o r p o s e s a s e c u r i t y r i s k t o t h e D e btBook IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (3) any vendor of DebtBook has suspended or terminated DebtBook’s access to or use of any third -party services or products required to enable Customer to access the Services (any such suspension, a “ Service Suspension”). DebtBook wil l use commercially reasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. DebtBook will provide a pro-rata credit to Customer for any Service Suspension arising out of 2(A) or (3). (f) Aggregated Statistics . N o t w i t h s t a n d i n g a n y t h i n g t o t h e c o n t r a r y i n t h e A g r e e m e n t , D e b t B o o k m a y m o n i t o r C u s t o m e r ’ s u s e o f t h e S e r v i c e s a n d c o l l e c t a n d c o m p i l e A g g r e g a t e d S t a t i s t i c s . A s b e t w e e n D e b t B o o k a n d Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are r e t a i n e d s o l e l y b y D e b t B o o k . D e b t B o o k m a y c o m p i l e A g g r e g a t e d S t a t i s t i c s b a s e d o n C u s t o m e r D a t a i n p u t i n t o t h e Services. DebtBook may (1) make Aggregated Statistics publicly ava ilable in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook’s use of any Aggregated Statistics does not identify Customer or disclose Customer’s Confidential Information.
3. Services and Support.
(a) Order Forms. The Services and Products, and any Service or Product specific terms and conditions, will be set forth in the Order Form, governed by this Agreement. Customer’s execution of an Order Form constitutes a binding commitment to purchase the Services and Products specified in such Order Form. (b) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to the Application Services during the Initial Term and, if applicable, each subsequent Renewal Term. As part of the onboarding process, DebtBook will provide Customer with the Onboarding Services and the level of Implementation Services indicated in the Order Form. DebtBook will provide Customer with the Support Services throughout the Term. (c) Implementation Services. DebtBook will provide Implementation Services for each Product to the extent indicated for such Product in the applicable Order Form. Unless DebtBook has agreed to provide Premium Implementation S e r v i c e s f o r a n y s u c h P r o d u c t i n a c c o r d a n c e w i t h t h i s s u b s ection, DebtBook will provide Customer with Guided Implementation Services for such Product at no additional charge. At Customer’s request, DebtBook will identify in an Order Form those Products for which DebtBook will provide Premium Implementation Services. For each Product indicated for Premium Implementation Services, DebtBook will charge Customer a one -time Fee for the Premium Implementation Services as set forth in such Order Form. Customer agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or information DebtBook may require to complete the Implementation Services. DebtBook Docusign Envelope ID: 0E43DF4F-B869-8B74-81EE-6069F48D0F80
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is not obligated to provide any Implementation Services after the date that is 180 days after the Effective Date of the Order Form pursuant to which DebtBook is providing such Implementation Services. (d) Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will make the Application Services and Support Services available in accordance with the SLA.
4. Fees and Payment.
(a) Fees. Cus tomer will pay Deb tBook t he fees s et fort h in ea ch Order Form (the “Fees”). DebtBook will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in each Order Form.
Customer must pay all Fees in US dollars within 30 days of its receipt of a valid invoice unless other payment terms are set forth in the Customer Terms. If Customer is a Government Entity, then Customer’s obligation to pay any Fees under the Agreement is subject in all respects to the require ments and limitations of the Governing State’s prompt payment act, as amended. Except as expressly provided in the Agreement, DebtBook does not provide refunds of any paid Fees. Unless otherwise provided in the Customer Terms, and to the extent permitted b y applicable law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the rate established in any Customer Term, or (3) the maximum rate permitted under applicable law.
(b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on DebtBook’s income.
5. Confidential Information.
(a) From time to time during the Term, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) information about the Disclosing Party’s business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or otherwise identified as “confidential”, or which a reasonable person wou ld understand to be confidential or proprietary under the circumstances (collectively, “Confidential Information”). For the avoidance of doubt, DebtBook’s Confidential information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, “Confidential Information” expressly excludes any information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Rece iving Party on a non-confidential basis from a third party; or (4) independently developed by the Receiving Party.
(b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party’s Confidential Information in strict confidence and may not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or othe rwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party; or (2) to establish a party’s rights unde r the Agreement, including to make required court filings. (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party’s Confidential Information, or destroy all such copies and, on the Disclosing Party’s request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed. (d) Each party’s obligations under this Section are effective as of the Effective Date and will expire three years from the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then DebtBook expressly agrees and understands that Customer’s obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State.
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6. Intellectual Property.
(a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest, including all intellectual property rights, in and to the DebtBook IP. (b) Customer Data . A s b e t w e e n C u s t o m e r a n d D e b t B o o k , C u s t o m e r o w n s a l l r i g h t , t i t l e , a n d i n t e r e s t , including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non- exclusive, royalty-free, worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based on, a n d o t h e r w i s e u s e a n d d i s p l a y t h e C u s t o m e r D a t a a n d p e r f o r m a l l a c t s w i t h r e s p e c t t o t h e C u s t o m e r D a t a a s m a y b e necessary or appropriate for DebtBook to provide the Services to Customer. (c) Effect of Termination . Without limiting either party’s obligations under Section 5 of the Agreement, DebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially transferrable format and (2) use commercially reasonable efforts to assist Customer, at Customer’s request, with such retrieval. After such period, DebtBook may destro y any Customer Data in accordance with DebtBook’s data retention policies.
7. Limited Warranties.
(a) Functionality & Service Levels . D u r i n g t h e T e r m , t h e A p p l i c a t i o n S e r v i c e s w i l l o p e r a t e i n a m a n n e r consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, w a r r a n t y , o r g u a r a n t e e r e g a r d i n g a v a i l a b i l i t y o f t h e A p p l i c a t i o n S e r v i c e s , a n d t h e r e m e d i e s s e t f o r t h i n t h e S L A a r e Customer’s sole remedies and DebtBook’s sole liability under the limited warranty set forth in this paragraph. (b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED “AS IS,” AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY , FI TNE SS FOR A PARTICU LAR
PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE
COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCUR ATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook’s network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, Deb tBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH
EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.
8. Indemnification.
(a) DebtBook Indemnification.
(i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by Customer resulting from any third -party claim, suit, action, or proceeding (“ Third-Party Claim”) that the Application Services, or any use of the Application Services in accordance with the A g r e e m e n t , i n f r i n g e s o r m i s a p p r o p r i a t e s s u c h t h i r d p a r t y ’ s U S p a t e n t s , c o p y r i g h t s , o r t r a d e s e c r e t s , provided that Custom er promptly notifies DebtBook in writing of the Third -Party Claim, reasonably cooperates with DebtBook in the defense of the Third-Party Claim, and allows DebtBook sole authority to control the defense and settlement of the Third-Party Claim.
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(ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook’s sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of the DebtBook IP, to make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement.
(iii) DebtBook’s indemnification obligation under this Section will not apply to the extent that the alleged infringement arises from Customer’s use of the Application Services in combination with data, software, hardware, equipment, or technology not provided or authorize d in writing by DebtBook or modifications to the Application Services not made by DebtBook.
(b) Sole Remedy . SECTION 8(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND DEBTBOOK’S SOLE
LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK’S LIABILITY UNDER SECTION 8(a) EXCEED $1,000,000.
(c) Customer Indemnification. Customer will indemnify, hold harmless, and, at DebtBook’s option, defend DebtBook from and against any Losses resulting from any Third -Party Claim that the Customer Data, o r any use of the Customer Data in accordance with the Agreement, infringes or mis appropriates such third party’s intellectual property rights and any Third -Party Claims based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT IS A GOVERNMENT ENTITY.
9. Limitations of Liability . EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL
EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES,
REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS
S E C T I O N , I N N O E V E N T W I L L T H E A G G R E G A T E L I A B I L I T Y O F D E B T B O O K A R I S I N G O U T O F O R R E L A T E D T O T H E
A G R E E M E N T U N D E R A N Y L E G A L O R E Q U I T A B L E T H E O R Y , I N C L U D I N G B R E A C H O F C O N T R A C T , T O R T ( I N C L U D I NG
NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12- MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO DEBTBOOK’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR LIABILITY A R I S I N G F R O M A D A T A B R E A C H , P R O V I D E D T H A T D E B T B O O K ’ S L I A B I L I T Y W I L L B E L I M I T E D T O R E A S O N A B L E C O S T S
INCURRED BY CUSTOMER IN CONNECTION WITH THE INVESTIGATION, NOTIFICATION, AND REMEDIATION OF SUCH DATA BREACH.
10. Term and Termination.
(a) Term. The Initial Term of the Agreement is set forth in the Order Form. In the event Customer has multiple terms, this Agreement will remain in effect until the expiration or termination of all Order Forms. (b) Renewal. Except as the parties may otherwise agree in the Customer Terms, or unless terminated earlier in accordance with the Agreement:
(i) the Agreement will renew for successive 12 -month Renewal Terms by written amendment to the Customer's Contract Purchase Agreement within 30 days of the end of the Initial Term; and
(ii) each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook’s then -current pricing schedule, as provided to Customer at least 60 days before the expiration of the then-current term. (c) Termination. In addition to any other express termination right set forth in the Customer Terms:
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(i) DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5;
(ii) Customer may terminate the Agreement in accordance with the SLA; (iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach;
(iv) if Customer is a Government Entity and sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook; or
(v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law. (d) Survival. Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 (Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement.
11. Independent Contractor . The parties to the Agreement are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee, or representative of the other party.
12. Miscellaneous.
(a) Governing Law; Submission to Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
(b) Entire Agreement; Order of Precedence. The Customer Terms, the Order Form, this Master Services Agreement, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding Customer’s purchase and use of the Services.
To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) the Customer Terms, (2) Order Form, (3) the Master Services, and (4) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. (c) Amendment; Waiver. No amendment to the Order Form, the Master Services Agreement, or the Customer Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege available under the Agreement. (d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a “Notice”) must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form (or to such other address as DebtBook or Customer may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Any Notice delivered under the Agreement will be delivered, if to the Customer, to the address indicated in the Order Form and, if to DebtBook, at the following address: PO Box 667950, Charlotte, NC 28266.
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(e) Force Majeure. In no event will either party be liable to the other party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 60 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns.
(h) Marketing. Neither party may issue press releases related to the Agreement without the other party’s prior written consent.
(i) State-Specific Certifications & Agreements. If Customer is a Government Entity and to the extent required under the laws of the Governing State, DebtBook hereby certifies and agrees as follows:
(i) DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; (ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State;
(iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other status protected by federal, state, or local law; (iv) DebtBook will verify the work authorization of its employees using the federal E- Verify program and standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will require its subcontractors to do the same; and (v) Nothing in the Agreement is intended to act as a waiver of immunities that Customer has as a matter of law as a Government Entity under the laws of the Governing State, including but not limited to sovereign or governmental immunity, public officers or official immunity or qualified immunity, to the extent Customer is entitled to such immunities. (j) Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form or this Agreement, if applicable, by email or other electronic means. Any document delivered electronically and accepted is deemed to be “in writing” to the same extent and with the same effect as if the document had been signed manually.
Fifth Asset, Inc. d/b/a DebtBook Roseville, CA
By: \signature2\ By: \signature1\
Name: \fullname2\ Name: \fullname1\
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Title: \title2\ Title: \title1\
Date:\date2\ Date:\date1\
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City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.7
File #: 0200
Item ID: 2026-637
Title: Indirect Cost Study - Professional Services Agreement Contact: Jeannine Thrash 916-774-5473 [email protected]
SUMMARY
Staff recommends approval of a Professional Services Agreement with MGT Impact Solutions, LLC to develop the City's Cost Allocation Plan and Indirect Cost Rate Proposals. Staff also recommends that City Council authorize up to two (2) optional one-year renewals without further City Council approval, provided that adequate funding is approved through the annual budget process and staff determines that continuing with the same consultant is in the City's best interest. Adequate funds are available in the Finance Department's FY2026-27 operating budget in the General Fund for the first year of this agreement.
Funding for any renewal terms will be evaluated as part of the annual budget development process.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with MGT Impact Solutions, LLC to develop the City's Cost Allocation Plan (CAP) and Indirect Cost Rate Proposals (ICRPs).
Additionally, staff recommends that City Council authorize up to two (2) optional one-year renewals without further City Council approval, provided that adequate funding is approved by the City Council through the annual budget process and staff determines that continuing with the same consultant remains in the City's best interest.
BACKGROUND
In June 2026, the City issued a Request for Proposals to identify the most qualified firm to provide a Cost Allocation Plan (CAP) and Indirect Cost Rate Proposals (ICRPs). City staff have completed an evaluation of all submitted proposals and recommend that the City Council authorize the City Manager to enter into an agreement with MGT Impact Solutions, LLC (MGT) to perform the requested services. MGT was selected based on several factors, including cost, qualifications, experience, staff expertise, project understanding, and project plan. MGT is the City's current consultant for these services and has successfully prepared the City's CAP and ICRPs in prior years.
The CAP is developed annually to identify and allocate citywide indirect costs. A majority of the indirect costs are associated with the services provided by general government departments (e.g., City Manager's Office, Finance, and Human Resources) to operational departments (e.g., Police, Fire, Environmental Utilities, and Roseville Electric). The City utilizes the CAP to ensure that the annual budget recovers indirect costs from enterprise funds, internal service funds, special revenue funds, state and federal grants, and other funding sources. MGT will assist in developing a CAP and ICRPs that are compliant with the federal Uniform Guidance (2 CFR Part 200). These principles are used to determine the amount of indirect costs the City can recover from federal grants and other funding sources.
The ICRPs are used to calculate specific percentage rates applied to a program to determine the total cost of providing a particular service. These rates are used for various purposes, including recovering costs from capital improvement projects, external agencies, fees, and grants.
FISCAL IMPACT
There are adequate funds available in the Finance Department's FY2026-27 operating budget in the General Fund for the first year of this agreement. Funding for any renewal terms, will be evaluated as part of the annual budget development process.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)). The agreement meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-291
2. PSA - MGT Impact Solutions LLC_contract
3. MGT Impact Solutions Signor's resolution 12.17.2025
REVIEWERS:
Jeannine Thrash, Finance Department Created/Initiated - 7/15/2026 Shannon Wiest, Finance Department - Purchasing Approved - 7/16/2026 Kelly Aye, City Attorney Department Approved - 7/17/2026 Katrina Six, City Clerk Department Approved - 7/20/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Dennis Kauffman, City Clerk Department Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/23/2026 Katrina Six, City Clerk Department Final Approval - 7/23/2026
RESOLUTION NO. 26-291
APPROVING A PROFESSIONAL SERVICES AGREEMENT, BY AND BETWEEN THE
CITY OF ROSEVILLE AND MGT IMPACT SOLUTIONS, LLC, AND AUTHORIZING THE
CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Professional Services Agreement for Cost Allocation Plan and Indirect Cost Rate Proposal Consulting Services, by and between the City of Roseville and MGT Impact Solutions, LLC, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
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1 PROFESSIONAL SERVICES AGREEMENT
Cost Allocation Plan and Indirect Cost Rate Proposal Consulting Services THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Roseville, a municipal corporation (“CITY”), and MGT Impact Solutions, LLC, a Florida limited liability company (“CONSULTANT”); and W I T N E S S E T H:
WHEREAS, CITY desires professional services relating to Cost Allocation Plan and Indirect Cost Rate Consulting; and
WHEREAS, CONSULTANT has prepared a proposal dated June 18, 2026, which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional services.
NOW, THEREFORE, the parties agree as follows:
1. Term. The term of this Agreement shall commence upon execution and expire on September 1, 2029. The City Manager may, in his or her discretion, elect to extend the Agreement in one (1) year increments for up to an additional two (2) years by giving CONSULTANT thirty (30) days advance written notice of each optional one (1) year renewal. Such extensions shall be memorialized by a written amendment to this Agreement.
2. Services. CONSULTANT shall perform, at the direction of CITY, the scope of services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference.
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2 3. Compensation. For its services provided hereunder, CONSULTANT shall be compensated on a time and expense basis in accordance with the budget estimate as described in EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed one hundred thirteen thousand, nine hundred forty-five dollars ($113,945) for the initial term. Total compensation for the first optional renewal year of this Agreement shall not exceed forty-one thousand, eight hundred forty-five dollars ($41,845). Total compensation for the second optional renewal year shall not exceed forty-three thousand, nine hundred thirty-five dollars ($43,935). Adjustment to the total compensation per year shall require a written amendment to this Agreement, subject to approval by the City Council.
CONSULTANT shall submit one monthly invoice for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.
4. Indemnification. To the fullest extent allowed by law, CONSULTANT shall defend, indemnify, 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. CONSULTANT shall have no obligation to indemnify CITY for claims arising from the negligence or willful misconduct of CITY or its officers, agents, employees, or volunteers. The parties intend that this provision shall be broadly construed.
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3 CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.
CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
5. Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following minimum policies of insurance during the term of this Agreement.
COVERAGE LIMITS OF LIABILITY
Workers’ Compensation Statutory
Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate
Personal Injury:
$1,000,000 each occurrence
$2,000,000 aggregate
Automobile Liability $1,000,000 combined single limit
Professional Liability (errors and $1,000,000 per claim omissions) $2,000,000 aggregate
Cyber Liability Insurance $1,000,000 each occurrence
(If related to information technology services)
a. Form. CONSULTANT shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a
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4 claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from CITY’s insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.
Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. c. Cancellation/Modification. CONSULTANT shall provide ten (10) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all
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5 subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.
Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.
Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
g. Waiver of Subrogation. CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage,
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6 nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law.
6. Records. CONSULTANT and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provision in its contracts with all subcontractors.
7. Time is of the Essence. Time is of the essence of this Agreement.
8. Reserved.
9. Compliance with Laws. CONSULTANT shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.
10. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.
11. Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services under this Agreement shall not include preparing or assisting CITY with any portion of the
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7 CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.
12. Governing Agreement. In the event of any conflict between this Agreement and its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern.
13. Assignment. CONSULTANT is employed to perform unique personal services.
CONSULTANT shall not assign this Agreement without the prior written consent of CITY.
CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.
14. Independent Contractor. CONSULTANT, inclusive of its agents, officers, employees, volunteers, independent contractors, and subcontractors, shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.
CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is
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8 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.
15. Representations and Warranties. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
16. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.
17. Copyright, Ownership and Use of Materials. All tangible material (“Material”)
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9 created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.
CITY shall own the final deliverables prepared specifically for CITY under this Agreement. Notwithstanding the foregoing, CONSULTANT retains all right, title, and interest in and to its pre-existing intellectual property, methodologies, templates, tools, processes, know-how, and materials developed independently of this Agreement. To the extent any such CONSULTANT materials are incorporated into the deliverables, CONSULTANT grants CITY a non-exclusive, perpetual, paid-up license to use such materials solely in connection with CITY’s internal use of the deliverables.
CONSULTANT shall execute any documents necessary to effectuate such assignment.
In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.
18. Confidential Information. CONSULTANT agrees that any and all information
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10 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’S 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.
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.
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
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11 all Confidential Information when requested by CITY and CONSULTANT will provide written notification to CITY once all Confidential Information has been securely disposed of.
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, and shall maintain and make available to CITY, applicable insurance coverage to address such costs.
19. Termination of Agreement. The CITY may terminate this Agreement without cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.
CONSULTANT may terminate this Agreement without cause by giving CITY thirty (30) days advance written notice. In the event of termination through no fault of CONSULTANT, CITY shall compensate CONSULTANT for services performed as of the date of termination, upon the release to CITY of all Material hereunder, in any and all media or formats in which such materials have been created or are maintained. CITY retains the right to receive and use any Material, notwithstanding any termination or any dispute regarding the amount to be paid.
20. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance hereof, the
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12 prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
21. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.
22. Severability. If any of the provisions contained in this Agreement 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.
23. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:
CITY OF ROSEVILLE CONSULTANT
Scott Pettingell
Finance Director
311 Vernon Street
Roseville, CA 95678
Director Contract Operations
MGT Impact Solutions, LLC
4320 West Kennedy Boulevard
Tampa, Florida 33609
Either party may amend its address for notice by giving notice to the other party in writing.
24. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. , adopted by the Council of the City of Roseville on the day of , 20 , and CONSULTANT has caused this Agreement to be executed.
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13 CITY OF ROSEVILLE, a MGT IMPACT SOLUTIONS, LLC., a
municipal corporation Florida limited liability company BY: BY:
DOMINICK CASEY
its: City Manager
ATTEST:
BY: ___N/A_______________________
its: ________________________________
BY: _______________________________
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
BY: _______________________________
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
BY: ________________________________
SCOTT PETTINGELL
Finance Director
A. Trey Traviesa
CEO
EXHIBIT “A”
CITY OF ROSEVILLE, CALIFORNIA | JUNE 18, 2026
RFP 10-035 | COST ALLOCATION PLAN (CAP) AND INDIRECT COST RATE PROPOSAL (ICRP) CONSULTING SERVICES
PAGE 22
TAB D: Project Understanding
MGT understands that the City of Roseville is seeking a qualified consultant to continue preparing comprehensive, accurate, and defensible Cost Allocation Plans and Indirect Cost Rate Proposals that support the City’s financial management, cost recovery, grant compliance, and internal service allocation objectives. The requested work includes the development and annual update of a Full Cost Allocation Plan, a Federal Cost Allocation Plan, and an Indirect Cost Rate Proposal, along with supporting schedules, documentation, allocation methodologies, and ongoing assistance to City staff throughout the year.
As the City’s incumbent consultant, MGT has a clear and practical understanding of the City’s goals for this engagement. Roseville requires more than a technically correct cost allocation model. The City needs deliverables that are transparent, well documented, easy for staff to understand, compliant with applicable federal requirements, and useful for budgeting, rate development, grant reimbursement, internal cost recovery, and decision-making. The City also needs a consultant that can work efficiently with Finance and departmental staff, minimize administrative burden, maintain continuity from year-to-year, and provide responsive support when cost allocation or indirect cost rate questions arise outside the annual update cycle.
MGT understands that the City operates in a complex municipal environment that includes General Fund services, internal service functions, enterprise operations, utilities, special districts, capital activity, grants, and other funds with distinct cost recovery and compliance considerations. This environment requires thoughtful allocation methodologies that fairly and consistently assign central service and administrative costs to benefiting departments, programs, funds, and activities. It also requires a clear distinction between the City’s Full Cost Allocation Plan, which is intended to support broad cost recovery and internal financial decision- making, and the Federal Cost Allocation Plan and Indirect Cost Rate Proposal, which must be developed using federally allowable costs, appropriate exclusions, and defensible allocation bases.
The City already has a CAP and ICRP structure in place. MGT's understanding is that the new engagement should begin with disciplined validation of the existing cost categories, allocation bases, and methodology, then refine the models where current operations, costs, programs, or organizational structure require a change. Continuity has value when the existing structure remains appropriate. Updates have value when they make the plans more accurate, easier to explain, and better aligned with current City use.
The work also requires a practical distinction between Roseville's three related deliverables. The Full Cost CAP, Federal CAP, and ICRP should be coordinated through one annual process to limit duplicate requests to staff, but each product must preserve the source data, assumptions, and review support needed for its specific use.
Understanding of Requested Work Products
MGT will work with City staff at the beginning of each annual update to confirm the project schedule, data requirements, reporting objectives, changes in City operations, and any known issues that may affect the cost allocation plans or indirect cost rate proposal. As the incumbent, MGT already understands the City’s data sources, prior schedules, organizational structure, review process, and preferred communication approach, allowing the project to begin
TAB D: PROJECT UNDERSTANDING
CITY OF ROSEVILLE, CALIFORNIA | JUNE 18, 2026
RFP 10-035 | COST ALLOCATION PLAN (CAP) AND INDIRECT COST RATE PROPOSAL (ICRP) CONSULTING SERVICES
PAGE 23
efficiently. Each year, MGT will review the City’s adopted budget, actual expenditure data, staffing information, fund structure, central service activities, and departmental changes to identify updates needed to the cost allocation model. This review will include consideration of changes in cost centers, programs, departments, internal services, grants, enterprise funds, and allocation bases.
The table below summarizes how MGT understands the role of each major work product in Roseville's annual cost allocation cycle. The distinctions are important because a single set of financial inputs may inform multiple outputs, while the purpose, basis, and documentation expectations can differ by deliverable.
WORK PRODUCT MGT UNDERSTANDING
Full Cost Allocation Plan Based on the adopted budget, the Full Cost CAP allocates citywide overhead costs to program departments and funds. It supports internal cost recovery, enterprise fund charges, budget and fee-related analysis, management decision-making, and a clearer view of the full cost of central services.
Federal Cost Allocation
Plan
Based on actual expenditures, the Federal CAP allocates citywide overhead costs to departments and funds in accordance with the federal cost principles identified by the City. It requires cost classification, reconciliation, allocation-basis support, and documentation for federally aligned recovery.
Indirect Cost Rate
Proposal
The ICRP allocates City and program overhead costs to staff hours for select programs. It requires program-level cost treatment, staff-hour or activity data, direct and indirect cost classification, and supporting schedules that can be reviewed and applied.
Annual Updates and
Deliverables
The annual process must accommodate additions, revisions, and removal of direct and indirect costs; reflect organizational and cost changes; support draft presentation and comment resolution; and produce final reports, related schedules, and cost documentation in Excel and PDF formats.
Taken together, these deliverables must give Roseville a current cost recovery structure and enough background detail to understand the reason for material changes. Excel files are especially important because Finance uses final results and background reports to analyze year-to-year variations before the plans are finalized and after they are in use.
MGT understands that questions regarding cost allocation, indirect cost recovery, grants, rates, budgets, and internal charges can arise outside the formal annual update process. As the incumbent, MGT is well positioned to provide timely assistance because we already understand the City’s methodology, prior deliverables, and cost recovery framework.
General Approach
MGT’s approach will be structured, collaborative, and focused on continuity, accuracy, compliance, and usability. Our work plan will build on the City’s existing cost allocation framework while allowing for appropriate annual refinements based on changes in City operations, financial data, staffing, grants, and reporting needs. The first review will confirm
TAB D: PROJECT UNDERSTANDING
CITY OF ROSEVILLE, CALIFORNIA | JUNE 18, 2026
RFP 10-035 | COST ALLOCATION PLAN (CAP) AND INDIRECT COST RATE PROPOSAL (ICRP) CONSULTING SERVICES
PAGE 24
how current outputs are being used, which departments and programs rely on the results, what data has changed since the prior year, and whether current allocation bases still reflect the services provided and the beneficiaries of those services. MGT will issue a targeted data request that leverages prior-year knowledge and minimizes unnecessary requests of City staff.
We will review budget and actual expenditure data, staffing information, organizational charts, fund structures, central service cost centers, internal service charges, and other relevant allocation data. We will also conduct interviews or focused discussions with selected City staff to confirm service relationships, identify operational changes, billing practices, and validate allocation bases. Finance remains the central coordination point, with department staff included when methodology, results, or year-over-year changes require explanation or confirmation.
Draft materials should be structured for review before final results are locked. The working schedules should show source data, cost pools, allocation bases, key assumptions, affected departments or programs, material movement from the prior year, and proposed methodology changes. Comments and questions should be tracked through resolution so the final CAP and ICRP reflect a clear review record.
This approach keeps the annual cycle practical. Roseville receives updated plan results, but also the supporting schedules, variance explanations, and workpapers needed to carry the plans forward each year.
Major Challenges and Special Considerations
The most important delivery considerations for this engagement are practical, not theoretical.
Each one affects the City's ability to understand, rely on, and reuse the annual results.
Existing model continuity. Roseville's current CAP and ICRP should not be changed simply for the sake of change. The annual review should preserve methodology that remains accurate and document each recommended update where cost pools, allocation bases, programs, or organizational structure have changed.
Separate uses for related plans. The Full Cost CAP, Federal CAP, and ICRP can share portions of the data request and review cycle, but the adopted-budget view, actual-expenditure view, and program-level rate calculations must remain distinct in the supporting schedules.
Allocation-basis validation. Allocation statistics should be supportable, current, and understandable to Finance and affected departments. Source-data tie-outs, reconciliations, and allocation-basis support reduce the risk of rework during draft review.
Year-to-year variation review. The City has indicated that Excel background reports are used to analyze changes from prior years. Material movements in costs, allocations, rates, or methodology should be visible in the working materials, not buried in final totals.
Staff coordination and comment resolution. Weekly meetings while the work is underway, targeted department conversations, and an organized draft comment log help resolve questions while changes can still be made efficiently.
Federal and program-level documentation. Federal CAP and ICRP outputs may need to support allowability, rate calculations, review questions, and future audit or grant documentation.
Workpapers should preserve cost classification rationale, reconciliations, allocation support, and billed-versus-allocated cost treatment where applicable.
TAB D: PROJECT UNDERSTANDING
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PAGE 25
Timing will be an important consideration. The annual update process must be coordinated with the availability of budget documents, actual expenditure data, audit information, departmental input, and City review cycles. MGT’s familiarity with the City’s process will help keep the project moving efficiently and reduce delays.
Unique Approach and Strengths
MGT’s approach to Roseville’s Cost Allocation Plan and Indirect Cost Rate Proposal is built around continuity, technical accuracy, practical implementation, and clear reporting. The City uses these plans for more than annual compliance. The results support management decisions, federal recovery, rate development, budget planning, internal service discussions, and responses to questions from staff, auditors, departments, and other stakeholders. MGT’s work plan is designed to support those uses through a repeatable annual update process rather than a one-time report exercise.
As the City’s incumbent consultant, MGT brings immediate familiarity with Roseville’s prior cost allocation plans, existing methodologies, data sources, review process, and cost recovery objectives. This continuity reduces ramp-up time and allows the project team to focus from the outset on validating assumptions, refining allocation bases, reviewing cost categories, addressing changes in City operations, and preparing deliverables that are accurate, transparent, and useful to City staff.
MGT also brings deep technical experience in both full cost allocation and federal cost allocation. These plans serve different purposes and must be structured accordingly. The Full Cost Allocation Plan supports management-use cost recovery, enterprise fund allocations, internal service discussions, and broader financial planning. The Federal Cost Allocation Plan and Indirect Cost Rate Proposals support allowable recovery from federally funded programs and require careful treatment of cost allowability, allocation bases, documentation, and review expectations. MGT’s team has prepared cost allocation plans, indirect cost rate proposals, user fee and cost-of-service studies, and related financial analyses for public agencies throughout California and across the country.
A key strength of MGT’s approach is the connection between methodology, documentation, and implementation. The final deliverables must be technically sound, but they also must be understandable and usable after the reports are issued. MGT will prepare schedules, workpapers, narratives, reconciliation materials, and management reporting that help the City review results, explain changes, support recoveries, respond to questions, and maintain continuity across annual updates.
MGT develops cost allocation plans using Burso, MGT’s
proprietary cost allocation software. Burso has been refined through years of field use by MGT consultants and is used to prepare Full Cost Allocation Plans and 2 CFR Part 200 cost allocation plans for city, county, and state clients. The system supports a double iteration, step-down methodology that allocates costs fully and recognizes cross-allocations among central service departments.
Burso allows MGT to allocate multiple cost pools using multiple allocation bases while maintaining structured calculation logic. This is especially useful for annual updates because cost pools, allocation bases, departments, functions, and data inputs can be revised without rebuilding the model from scratch. The software generates detailed schedules that reconcile
TAB D: PROJECT UNDERSTANDING
CITY OF ROSEVILLE, CALIFORNIA | JUNE 18, 2026
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PAGE 26
allocated costs to the City’s financial statements, along with summary reports, management reports, and year-to-year comparison worksheets that help the City evaluate trends and changes in results.
Burso also supports the City’s requested deliverable format. Reports can be produced in PDF and Microsoft Excel, allowing MGT to provide formal final reports as well as Excel-based schedules and supporting documentation for City review, budgeting, rate development, annual updates, and internal analysis. Final reports can include a plan cover, table of contents, introduction, certifications, detailed cost allocation results, departmental narratives, reconciliation schedules, and executive summary materials. This structure gives Roseville transparent deliverables that can be reviewed by Finance staff, shared with management, and used to support future cost recovery decisions.
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TAB E: Project Plan
MGT's work plan for completion of the requested scope of services is organized into three phases designed to support the City's Full Cost Allocation Plan (CAP), Federal Cost Allocation Plan (2 CFR Part 200), and Indirect Cost Rate Proposal (ICRP). Because MGT has previously supported the City of Roseville's cost allocation program, our approach focuses on maintaining continuity while updating methodologies, allocation bases, and supporting documentation to reflect organizational, financial, and operational changes. Regular review meetings and collaboration with City staff will ensure that final deliverables remain accurate, transparent, and practical for ongoing use.
PHASE 1
PLANNING & DATA PHASE
TASK 1.0: PROJECT INITIATION
At the onset of the project, MGT will meet with the City’s management and project team to confirm the objectives, deliverables, schedule, communication protocols, and any changes since the prior engagement. As the City’s incumbent consultant, MGT enters this project with an established understanding of the City’s cost allocation structure, prior methodologies, data sources, staff coordination process, and overall project expectations. This familiarity allows the kickoff meeting to focus less on orientation and more on confirming updates, identifying refinements, and ensuring that the annual work plan continues to align with the City’s current needs and priorities.
The meeting will also confirm the City’s project lead, who will help coordinate staff discussions, data requests, and timely communication between MGT and City departments. MGT will use its existing knowledge of the City to streamline the kickoff process, reduce duplicative requests, and focus staff time on confirming updates and addressing key issues.
TASK 2.0: ACQUIRE AND REVIEW ORGANIZATIONAL AND FINANCIAL
INFORMATION
MGT will build on the prior-year cost allocation model, methodologies, and documentation to efficiently update the plans by issuing a targeted data request for updated organization charts, annual financial data, detailed expenditure reports, budgets, staffing information, fund and department changes, internal service charges, grant information, and allocation base data.
Our review will focus on identifying changes, validating assumptions, and confirming any items that may affect the Full Cost Allocation Plan, Federal Cost Allocation Plan, or Indirect Cost Rate Proposals. This approach reduces duplicative requests, limits the burden on City staff, and ensures the updated plans accurately reflect the City’s current operations and financial information.
TAB E: PROJECT PLAN
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TASK 3.0: CONDUCT DEPARTMENT INTERVIEWS
MGT will use its existing knowledge of the City’s central service departments, enterprise fund operations, prior allocation bases, and cost plan methodology to conduct focused and efficient staff meetings for cost plan and ICRP departments. Rather than restarting the interview process from the beginning, MGT will meet with central service departments to confirm changes in allowable expenditures, services provided, direct billing practices, staffing, service recipients, and applicable transaction or workload data.
MGT will also conduct targeted meetings with enterprise fund departments to review cost allocation results, solicit feedback, address questions, and maintain transparency in the cost plan process. These discussions will help ensure that allocated costs are reasonable, understandable, and reflective of current City operations.
At the City’s request, MGT will continue to meet periodically with City staff to discuss cost plan methodology, preliminary results, assumptions, or implementation questions. This ongoing communication will support continuity, reduce staff burden, and help ensure the final plans remain accurate, transparent, and defensible.
TASK 4.0: EVALUATE EXISTING METHODOLOGIES AND DEVELOP REPORT
OF FINDINGS AND RECOMMENDATIONS
Using the information gathered through staff discussions and updated financial and organizational data, MGT will review each central service department’s existing methodology to confirm that cost pools, allocation bases, direct billings, and calculation approaches remain accurate, defensible, and reflective of current City operations. Our review will focus on identifying meaningful refinements rather than recreating the process from the beginning.
Potential enhancements may include updated cost pool definitions, revised or alternative allocation bases, improved treatment of direct charges, or methodology refinements that strengthen transparency, consistency, and full cost recovery.
MGT will work with City staff to explain the impact of any proposed changes to existing methodologies or cost drivers before those changes are incorporated into the plan. MGT will prepare and present a summary of recommended enhancements for City review. The summary will identify the reason for each proposed change, the expected impact on cost allocation results, and any financial implications for the General Fund, Enterprise Funds, Internal Service Funds, and grant-supported programs. Where applicable, MGT will also identify opportunities to improve cost recovery, reduce cross-subsidization, and better align allocated costs with the services received.
As part of this task, MGT will update and configure the City’s structured cost allocation framework within Burso. Burso’s logic-based environment allows additions, revisions, or removal of cost pools and allocation bases without rebuilding formulas or risking calculation errors commonly associated with spreadsheet-based plans. This structured configuration ensures the model can be efficiently updated year-to-year while maintaining the integrity of the allocation methodology.
TAB E: PROJECT PLAN
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PAGE 30
PHASE 2
STRUCTURE & PREPARE PLANS AND ICRP s
TASK 5.0: DEVELOP COST PLAN STRUCTURE & DISTRIBUTE CENTRAL
SERVICE DEPARTMENT COSTS INTO FUNCTIONS
MGT will build from the existing CAP structure, prior-year model, organizational framework, budget, and staffing information to efficiently update the plan. MGT will confirm any changes to central service departments, operating departments, cost centers, staffing assignments, and service relationships.
Central service functions will be reviewed and updated using timesheets, staff assignments, department activities, interviews, or other supportable methods. Staff time, salaries, and related department costs will be distributed into functional cost pools, which will then be allocated to receiving departments using meaningful, measurable, and auditable allocation bases.
MGT will also distribute allowable direct costs and incoming allocated costs to determine the full cost of each central service function, ensuring the updated CAP remains consistent, accurate, and reflective of current City operations.
TASK 6.0: DEVELOP ALLOCATION BASES FOR CENTRAL SERVICE
DEPARTMENT FUNCTIONS
MGT will build from the existing allocation methodology to confirm that each central service function uses an appropriate, measurable, and auditable allocation base. MGT will request updated transaction or workload data only where needed to validate or refine current cost drivers.
Central service costs will continue to be allocated to all benefiting departments and funds, including the General Fund, Enterprise Funds, and Internal Service Funds, supporting equitable cost distribution, interfund transfers, user fee calculations, and cost recovery.
MGT will also review the City’s current direct cost and billing practices, identify opportunities to improve transparency and consistency, and recommend refinements where appropriate. This may include peer comparisons, updated recovery methods, improved cost drivers, ERP data considerations, and guidance for enterprise-to-enterprise resource sharing or shared service models.
TASK 7.0: PROCESS DRAFT FULL COST PLAN
MGT will process the draft Full Cost Allocation Plan using Burso as the structured analytical engine for plan calculations. The draft CAP will include summary and detailed reports in Excel and PDF. Summary reports will provide the dollar amounts allocated from each central service department to each receiving department. Detailed reports will provide information on expenditures, allowable costs, incoming costs, personnel distribution, functions, and allocation bases for each central service department.
TAB E: PROJECT PLAN
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Burso’s logic-based, double step-down methodology supports full allocation of costs, recognition of cross-allocations among central service departments, and generation of reconciliation schedules that tie allocated costs to the City’s financial statements.
TASK 8.0: PREPARE DRAFT ICRP s
MGT will prepare draft Indirect Cost Rate Proposals for the applicable City programs or departments identified for ICRP development. This task will use the updated cost allocation structure, financial data, allocation methodology, and relevant program information to develop indirect cost rates that are supported by appropriate cost pools, allocation bases, direct cost treatment, and documentation.
MGT will review the draft ICRPs for consistency with applicable federal cost principles, City data, and the underlying cost allocation model. The draft ICRPs will include supporting schedules and documentation needed for City review and, where required, submission to the applicable review agency.
TASK 9.0: QUALITY CONTROL & INTERNAL REVIEW
The Project Manager and assigned consultants will undertake a structured internal quality control review to validate the accuracy, allocation logic, methodology, and financial reconciliation of the draft CAP and draft ICRPs before submission to the City. This review will confirm that allocation bases are measurable and documented, cost pools are consistently applied, direct and indirect cost treatment is supportable, and allocated costs reconcile to the City’s financial statements.
Senior project leadership will conduct an additional review of the draft plans to confirm consistency with applicable standards and review expectations. Burso’s built-in reconciliation and self-auditing schedules will be used to validate that total allocated costs equal total source expenditures, supporting mathematical integrity and full cost distribution through the double step-down methodology.
PHASE 3
PRESENT RESULTS & FINALIZE PROJECT
TASK 10.0: PROVIDE CITY OF ROSEVILLE DRAFT COST PLAN
MGT will work in close partnership with City management and staff to present, refine, and secure approval of the draft Full Cost Allocation Plan and related 2 CFR Part 200 plan identified in the scope. Our approach combines technical rigor, clear communication, and collaborative problem-solving to deliver plans that are accurate, defensible, and positioned for successful implementation.
MGT will prepare and present draft cost allocation plans, clearly explain methodologies and results, collect and document staff feedback, and revise the plans to incorporate agreed-upon changes. To support decision-making, MGT will provide year-to-year comparable information that allows the City to evaluate trends, key cost drivers, and changes in recoveries.
TAB E: PROJECT PLAN
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PAGE 32
MGT will also prepare an Executive Summary of results that highlights major findings, recommended recoveries, control total reconciliations, quality control checks, and signoffs.
Based on detailed analysis of City data, MGT will further evaluate the plans and recommend targeted enhancement strategies to improve transparency, efficiency, and long-term cost recovery performance.
TASK 11.0: PROCESS FINAL FULL COST PLAN & PROVIDE FINAL DOCS MGT will process the final Full Cost Allocation Plan after addressing any issues raised during City review. The final City-approved full cost model will be used as the base for the 2 CFR Part 200 Cost Allocation Plan. MGT will update the 2 CFR plan in accordance with applicable guidelines and City feedback.
Primary deliverables will include:
• Final Full Cost Allocation Plan and 2 CFR Part 200 Cost Allocation Plan developed in Burso.
• Comprehensive Excel allocation schedules, supporting documentation, reconciliation schedules, and management reports generated from Burso for City analysis, budgeting, rate development, and annual updates.
• PDF versions of the finalized CAP for formal record retention.
Each CAP will contain:
• A narrative that clearly defines the purpose, uses, and goals of the plan. • Descriptions of the methodology and procedures.
• Descriptions of the central services and the allocation bases used to allocate costs. • Actual distribution of indirect costs to programs.
• Summaries of allocations and resulting charges to operating departments and funds. • Reconciliation schedules tying allocated costs to the City’s audited financial statements to support audit readiness and financial transparency.
MGT will provide the City with electronic copies of the final deliverables along with the workpapers.
TASK 12.0: REVIEW ICRPS, EDIT, AND FINALIZE
MGT will review the draft ICRPs with City staff, address comments, make agreed-upon revisions, and finalize the ICRP schedules and supporting documentation. This task will include review of cost pools, allocation bases, rate calculations, direct cost treatment, supporting schedules, and documentation needed to support City use and, if required, review by the applicable cognizant agency.
Final ICRP deliverables will be provided in electronic format and will include supporting schedules and workpapers necessary to understand the basis for the rates and maintain continuity for future annual updates.
TAB E: PROJECT PLAN
CITY OF ROSEVILLE, CALIFORNIA | JUNE 18, 2026
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TASK 13.0: PRESENT PROJECT RESULTS TO PROJECT STAKEHOLDERS &
IDENTIFY ADDITIONAL USES
MGT will assist with a presentation of the final project results to the City’s stakeholders and staff as requested. This presentation will include a high-level overview of the project and the applications, implications, and anticipated benefits to the City’s operations. Detailed information will be presented as requested.
The project team will clearly define the various applications and additional uses for the CAP and ICRP results, including support for interfund transfers, enterprise and internal service fund rate development, user fee calculations, indirect cost recovery, budgeting, and audit defense.
TASK 14.0: PREPARE A CAP PROJECT RECAP REPORT & POST -PROJECT
TRAINING SESSION
MGT will prepare a CAP project recap report. This report will document the final Burso cost allocation structure, including confirmed cost pools, allocation bases, reconciliation results, and refinements made during the review process. The report will include comments and input from the City regarding the completed CAP and the performance of the Burso-based allocation framework.
The recap will identify structural updates within Burso, including modifications to functions, allocation drivers, or data inputs, and will document the rationale for those changes to preserve institutional knowledge and year-to-year continuity. The recap report will also summarize changes in allocation methodologies from the prior year, the financial impact of those changes, and how those adjustments were implemented within the Burso logic-based structure.
City personnel will have the opportunity to provide feedback on the overall engagement and the functionality, reporting clarity, and usability of the Burso-generated outputs. Project consultants will incorporate relevant feedback into recommendations for future annual Burso updates and ongoing optimization of the allocation framework.
MGT will conduct a post-project training session with the City’s key personnel and project stakeholders. This training will focus on maintaining and updating the Burso cost allocation framework annually, including updating financial and operational data inputs, reviewing cost pool structures, validating allocation bases, generating standardized Burso reports, and exporting Excel-based schedules for budgeting, rate development, and audit support.
The session will also reinforce how Burso-generated results can be used to support interfund transfers, enterprise and internal service fund rate development, user fee calculations, indirect cost recovery, budgeting, and audit defense.
Project Deliverables
CAP DELIVERABLES
• Virtual meetings, workshops, interviews, and presentations on approach, methodology and recommendations related to the CAPs and ICRPs
TAB E: PROJECT PLAN
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CAP DELIVERABLES
• A draft Full CAP using a double step-down allocation methodology based on the City’s budgeted expenditures and interviews with personnel and reviewed with the City staff. • A final Full CAP using a double step-down methodology based on budgeted expenditures. • A draft 2 CFR Part 200 Cost Allocation Plan based on the City’s actual expenditures and interviews with personnel and reviewed with the City staff. • A final 2 CFR Part 200 Cost Allocation Plan based on actual expenditures. • Draft ICRP’s for selected City departments (up to 20). • Final ICRP’s for selected City departments. (up to 20) • A direct costing review, including reporting of existing direct costs, a comparative table of City direct cost use versus peers of similar size, proposals for new direct costs, recommended direct cost recovery, and operational factors and methodologies, including incorporation of data gathering and use of allocations within the existing ERP Financial System. • Management reports from Burso which include the following information:
─ A comparison to the prior year’s CAPs, or similar analysis, to identify major variances of allocated costs to key receiving departments. (Comparisons will start in year 2 based on prior results.)
─ A trend analysis.
─ The per-unit costs of specific administrative and support activities. ─ Variance analysis of costs or allocations.
• Documentation of the data collection processes and assumptions, and an assessment of the data strengths and weaknesses.
• An Executive Summary of cost allocation results, including control total reconciliations and quality control checks with signoffs.
• An electronic copy of the final Full CAP, 2 CFR Part 200 Cost Allocation Plan, ICRPs, along with working papers and associated documentation.
• A “Cost Plan 101” training session and comprehensive review of the draft CAP for finance personnel or other project stakeholders, including allocating department personnel, key receiving department personnel, City management, and/or elected officials. • Development of strategies and procedures to be used by City personnel that will optimize potential indirect cost recovery.
• Ongoing training, guidance, and assistance to personnel. • Formal project status reports at intervals requested by City personnel (at least monthly).
TAB E: PROJECT PLAN
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Estimated Timeline
MGT anticipates completion of the initial update cycle within approximately four months following authorization to proceed and receipt of required data. Annual update activities and technical assistance will continue throughout the contract term.
Task Months On
Going 1 2 3 4 5
PHASE 1: PLANNING & DATA PHASE
1.0 Project Initiation
2.0 Acquire and Review Organizational
and Financial Information
3.0 Conduct Department Interviews
4.0 Evaluate Existing Methodologies
and Develop Report of Findings and
Recommendations
PHASE 2: STRUCTURE & PREPARE PLANS & ICRPs
5.0 Develop Cost Plan Structure &
Distribute Central Service
Department Costs Into Functions
6.0 Develop Allocation Bases For
Central Service Department
Functions
7.0 Process Draft Cost Plan
8.0 Prepare Draft ICRPs
9.0 Quality Control & Internal Review
PHASE 3: PRESENT CAP RESULTS & FINALIZE PROJECT
10.0 Provide City Of Roseville Draft Cost
Plan
11.0 Process Final Full Cost Plan &
Provide Final Docs
12.0 Review ICRPs, Edit, & Finalize
TAB E: PROJECT PLAN
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Task Months On
Going 1 2 3 4 5
13.0 Present Project Results To Project
Stakeholders & Identify Additional
Uses
14.0 Prepare A Cap Project Recap
Report & Post-Project Training
Session
EXHIBIT “B”
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TAB F: Cost Proposal
MGT's proposed pricing is structured around Roseville's annual cost allocation and indirect cost rate update cycle. The fee covers the services described in this proposal, including project initiation, data collection, methodology review, Full Cost Allocation Plan updates, Federal Cost Allocation Plan updates, ICRP support, draft review, comment resolution, final Excel and PDF deliverables, and advisory assistance within the agreed scope.
The following tables provide annual pricing for each of the three (3) contract years and two (2) option years, the total maximum contract amount, a task-level cost breakdown, hourly rates, estimated time by proposed staff member, and reimbursable-expense treatment.
Five-Year Cost Summary
MGT will provide pricing for the initial three-year contract period and two optional one-year renewals so the City can evaluate the full five-year cost.
ANNUAL PRICING SUMMARY
Year 1 Year 2 Year 3 Option Year 1 Option Year 2
$36,145 $37,950 $39,850 $41,845 $43,935
Task-Level Cost Breakdown
The task-level breakdown links the proposed fee to the annual work sequence described in Tab E.
Milestones and Tasks Professional
Hours Total ($)
1.0 Project Initiation 2 484
2.0 Acquire and Review Organizational and Financial
Information 8 1,509
3.0 Conduct Department Interviews 26 6,297
4.0 Evaluate Existing Methodologies and Develop Report of Findings and Recommendations 6 1,642
5.0 Develop Cost Plan Structure & Distribute Central Service Department Costs into Functions 32 6,928
6.0 Develop Allocation Bases for Central Service
Development Functions 32 6,298
7.0 Process Draft Full Cost Plan 10 1,850
8.0 Prepare Draft ICRPs 16 3,964
9.0 Quality Control & Internal Review 2 673
10.0 Provide City of Roseville Draft Cost Plan 0 0
11.0 Process Final Full Cost Plan & Provide Final Docs 12 2,567
12.0 Review ICRPs, Edit, & Finalize 8 1,652
13.0 Present Project Results to Project Stakeholders &
Identify Additional Uses 2 484
TAB F: COST PROPOSAL
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PAGE 39
Milestones and Tasks Professional
Hours Total ($)
14.0 Prepare a CAP Project Recap & Post Project Training Session 6 1,167
GRAND TOTAL, Hours and Fees 162 36,145
Hourly Rates and Estimated Time by Proposed Staff
The table below identifies proposed staff roles, hourly rates, estimated hours, and primary costed responsibilities. We have given the City a discounted rate for the Project Manager’s hours. The final hours will align with the task-level pricing above and the staffing assumptions in Tab E.
Proposed
Staff
Role Hourly
Rate
Estimated
Annual
Hours
Estimated
Five-Year
Hours
Primary Costed
Responsibilities
Meredith
Miller
Project
Executive
N/A N/A N/A Senior oversight,
methodology review,
quality assurance, and
escalation support
Parul Patel Project Manager $234 68 340 Project management, City coordination, methodology
review, draft presentation
support, and comment
resolution
Amritha
Persaud
Technical
Advisor
$360 2 10 Federal cost principle
review, ICRP technical
guidance, and review-
agency support
Christine
Reynolds
Technical
Advisor
$290 2 10 California public-sector
context, CAP methodology
guidance, and technical
review
Nicoshia
Roadruck
Project
Consultant
$290 24 120 Data tracking, budget and
project controls support,
workpaper organization,
and review coordination
Giselle Lerma Project
Consultant
$165 72 360 Workbook updates, data
analysis, schedules,
variance support, and
deliverable preparation
Total 168 840
TAB F: COST PROPOSAL
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Reimbursable Expenses and Travel Assumptions
Roseville has confirmed that all services may be provided remotely. The pricing below identifies any reimbursable expenses and the treatment of requested onsite participation.
Expense Category Pricing Treatment
Remote meetings and virtual
working sessions
Included in the proposed fee.
Travel or onsite participation MGT will conduct onsite meetings per the City’s request and with agreed-upon additional fees with prior written approval.
Printing, copying, postage, and
delivery
If requested by the City, MGT will produce hard copy deliverables and bill for actual fees.
Other reimbursable expenses MGT requests no reimbursable expenses beyond the fixed fees shown above.
Pricing Assumptions
MGT has based its proposed fee on the following assumptions:
• Each annual fee covers one annual update cycle for the Full Cost Allocation Plan, Federal Cost Allocation Plan, and departmental ICRPs described in this proposal. • The City will designate a primary project contact to coordinate data requests, schedule staff participation, consolidate comments, and confirm decisions. • The City will provide timely access to financial data, organizational information, prior plan materials, allocation-base support, program information, and other source documents needed to complete the work.
• Working meetings will be conducted remotely while active project work is underway, with additional department conversations scheduled as needed to confirm methodology, review results, or resolve comments.
• Draft review will be based on consolidated City comments so final Excel workbooks, supporting schedules, cost documentation, and PDF reports can be completed efficiently. • Changes to the assumed number of select ICRP programs, requested onsite participation, or scope outside the services described in this proposal may require a pricing adjustment or written authorization before additional work begins.
1 ACTION OF THE MANAGERS OF
MGT IMPACT SOLUTIONS, LLC
TAKEN BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING
THE UNDERSIGNED, being all of the Managers of MGT IMPACT SOLUTIONS, LLC, a Florida limited liability company (the “Company”), hereby consent to and approve the following resolutions, which action shall have the same force and effect as if taken at a special meeting of the Managers of said Company duly called and held:
WHEREAS, as part of the Company’s ongoing business, the Company regularly enters into binding contracts to provide various services to governmental agencies and other general businesses (collectively, the “Contracts”). Notwithstanding anything herein to the contrary, the Contracts authorized to be executed and delivered hereunder shall only include Contracts that have either been previously approved by the Managers of the Company or approved in connection with the Company’s budget.
NOW THEREFORE, BE IT RESOLVED , that the following officers and/or employees of the Company are each hereby appointed as the Company’s “Designee” to review, negotiate and sign all documentation on behalf of the Company in connection with the Contracts:
A. Trey Traviesa
Carla Luke
Lawrence Cowan
Thomas Cahill
Chief Executive Officer and President
Chief Financial Officer, Treasurer, and Secretary
Chief Operating Officer Revenue Operations
Senior Vice President
FURTHER RESOLVED, that each Designee is hereby authorized and directed to execute and deliver any and all documents related to the Contracts with such changes as the parties may approve, such approval to be conclusively evidenced by their execution and delivery of same on behalf of the Company.
FURTHER RESOLVED, that each Designee is hereby empowered and directed to do or cause to be done any and all such acts and things and has full power and authority to perform all acts and to make disbursements, and to sign, seal, execute, deliver, acknowledge, file, record and perform any and all agreements, contracts, papers, affidavits, applications, documents, certificates and all other documents in connection with the Contracts as with the advice of counsel may be necessary, appropriate, or desirable in order to carry out and to effect the full intent and purpose of the foregoing resolutions.
FURTHER RESOLVED, that this written consent may be executed in counterparts, each of which shall be deemed an original all of which, taken together, shall constitute one and the same instrument. A signed copy, including by DocuSign or other electronic or digital signature , of this written consent delivered by facsimile, e -mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this written consent.
2 FURTHER RESOLVED, that this written consent to such action be filed with the minutes of the proceedings of the Company.
IN WITNESS WHEREOF, the consent of the Managers of MGT IMPACT SOLUTIONS, LLC, effective this _____ day of _______________, 2025.
MANAGERS:
_____________________
__________
A. Trey Traviesa
17th
December
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.8
File #: 0702-02 & 0203-21
Item ID: 2026-595
Title: Woodcreek Clubhouse Exhaust Hood and Walk-In Cooler Replacement (RFQ 10-3448) – Reject All Bids
Contact: Tiffany Valdez 916-746-1109 [email protected]
SUMMARY
Staff recommends approval of the request to reject all bids received for Request for Quotations (RFQ) 10- 3448 for the materials and labor to replace the existing food service exhaust hood, Ansul system, walk-in cooler and freezer, and make exterior ADA upgrades at the Woodcreek Clubhouse located at 5880 Woodcreek Oaks Blvd. During staff review, it was determined that the bid received was in excess of the approved project budget. Staff plans to revise the bid specifications and reissue a new RFQ. There is no fiscal impact at this time since there will be no award.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to reject all bids received for Request for Quotations (RFQ) 10-3448 for the Woodcreek Clubhouse Exhaust Hood and Walk-In Cooler Replacement Project.
BACKGROUND
The kitchen equipment at the Woodcreek Golf Clubhouse has reached the end of its serviceable life and is no longer functioning reliably. A leak within the building’s fire suppression system caused significant damage to the existing walk-in refrigerator and freezer units, accelerating the need for replacement. In addition, the current Ansul fire suppression system is outdated and no longer supported by the manufacturer, making it difficult to maintain and service. Replacing these components is necessary to ensure the kitchen can operate safely, efficiently, and in compliance with current standards.
The City issued RFQ 10-3448 in May 2026 seeking materials and labor to replace the food service exhaust hood, Ansul fire suppression system, and the walk-in cooler and freezer at the Woodcreek Golf Clubhouse, as well as complete associated exterior ADA improvements. These upgrades are necessary to restore full kitchen functionality and support continued food service operations at the facility. During staff review, it was determined that the sole bid received exceeded the project budget. Staff will revise the scope and reissue the RFQ to secure competitive pricing and move the project forward.
A formal bid was issued with the following vendor response:
Bidder Total Price Mesa Energy Systems, Inc. $549,777
West Sacramento, CA
FISCAL IMPACT
There is no fiscal impact associated with this action because no contract will be awarded.
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 rejection of bids 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
1. Ensure a safe and healthy community
2. Remain fiscally responsible in a changing world
Respectfully Submitted,
Tiffany Valdez, Buyer
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-290
2. Bid Summary Sheet
3. Notice of Intent to Reject All Bids
REVIEWERS:
Tiffany Valdez, Finance Department - Purchasing Created/Initiated - 7/7/2026 Shannon Wiest, Finance Department - Purchasing Approved - 7/14/2026 Kelly Aye, City Attorney Department Approved - 7/15/2026 Katrina Six, City Clerk Department Approved - 7/15/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Dennis Kauffman, City Clerk Department Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/27/2026 Katrina Six, City Clerk Department Final Approval - 7/27/2026
RESOLUTION NO. 26-290
REJECTING ALL BIDS FOR RFQ 10-3448 FOR THE WOODCREEK CLUBHOUSE
EXHAUST HOOD AND WALK-IN COOLER REPLACEMENT
WHEREAS, RFQ 10-3448 was issued in May 2026 for materials and labor to replace the existing food service exhaust hood, Ansul system, walk-in cooler and freezer, and exterior ADA upgrades at the Woodcreek Clubhouse located at 5880 Woodcreek Oaks Blvd; and
WHEREAS, upon staff review, it was determined that the received bid was over the approved project budget; and
WHEREAS, staff wishes to reject all bids with plans to revise the specifications and issue a new RFQ at a later date.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that all bids received for RFQ 10-3448 for the Woodcreek Clubhouse Exhaust Hood and Walk-In Cooler Replacement are rejected.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
_______________________________
MAYOR
ATTEST:
__________________________
City Clerk
City of Roseville
Tabulation Report RFQ #10-3448 - Woodcreek Clubhouse Exhaust Hood and Walk-In Cooler Replacement
Vendor: Mesa Energy Systems, Inc.
Page of 1 1
Code Name Item Description Requested Brand Alternative Brand Item Vendor Reference # Unit Price Qty. Unit Total Price Notes Attachments Grand
Total
Enter the GRAND TOTAL transferred from the Formal
Invitation For Bid and Award page.
N/A $549,777.00 1 Each $549,777.00 N/A
TOTAL $549,777.00
General Comments: N-A General Attachments: Bid Submittal - Woodcreek Clubhouse.pdf
311 Vernon Street
Roseville, CA 95678
NOTICE OF INTENT TO REJECT ALL BIDS
Date: 7/2/26
To: All Bidders concerning RFQ 10-3448 Woodcreek Clubhouse Exhaust Hood and Walk -In Cooler Replacement
From: Finance, Purchasing Division, Tiffany Valdez, Buyer II
Subject: Notice of Intent to Reject All Bids
For RFQ 10-3448, the City recommends rejecting all bids.
To inquire about the recommended award, please write to the Purchasing Division, Tiffany Valdez, Buyer II at [email protected].
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.9
File #: 0200
Item ID: 2026-635
Title: Roseville Advantage Financing Program - Banking Services Agreements Contact: Jeannine Thrash 916-774-5473 [email protected]
SUMMARY
Staff recommends approval of banking services agreements with the following three local banks to continue the Roseville Advantage Financing Program: First Northern Bank, River City Bank, and River Valley Community Bank. The recommended banking services agreements will result in a one-time investment of up to $15 million of the City’s short-term investment funds being deposited into locally headquartered banks to leverage local lending capacity, with no loss of City investment income. The initial agreements will run through June 30, 2029, and the City has the right to renew the agreements for three (3) additional one-year terms at its sole discretion. Continuation of the Program has no impact on the General Fund.
RECOMMENDATION
Staff recommends that the City Council adopt resolutions to approve banking services agreements with First Northern Bank, River City Bank, and River Valley Community Bank to continue the Roseville Advantage Financing Program, and authorize the City Manager to execute them on behalf of the City of Roseville.
Staff also recommends that the City Council authorize the City Manager or designee to execute up to three (3) additional one-year renewals without further City Council approval, provided that staff determines that continuing the agreements remains to be in the best interest of the City.
BACKGROUND
On June 19, 2019, City Council approved the Roseville Advantage Financing Program and authorized the City Manager to execute banking services agreements with four local banks. The Program terms require that the City deposit funds in the Program banks, refer business owners with credit needs to the Program banks, perform joint marketing, and promote the Program banks. In return, the Program banks agree to lend the funds to businesses within the Roseville community. The City also included requirements that the City's short-term funds earn a rate of return similar to the Local Agency Investment Fund (LAIF), a state pooled money investment account, and that the City have the right to withdraw its funds from the banks at any time. Additionally, City deposits must be fully insured or collateralized pursuant to state law.
In April 2026, staff sent a Request for Proposals to continue the Program to the five locally headquartered banks located within a 60-mile radius of Roseville (American River Bank, First Northern Bank, Five Star Bank, River City Bank, and River Valley Community Bank). Two of the initial banks, American River Bank and First Northern Bank, and one new bank, River Valley Community Bank, submitted proposals to participate.
The continued goal of the Program is to provide an opportunity for locally headquartered banks to work
collaboratively with the City in:
• Helping existing Roseville businesses grow and prosper, • Pursuing new business development, and
• Diversifying the Roseville business community.
Although the Program does not provide a measurable financial benefit to the City, it is an innovative economic development initiative that provides economic and marketing benefits to the City and partner banks, demonstrating the City's collaborative efforts to assist and promote entrepreneurship and small business development within the City of Roseville. Since its implementation, the Roseville Advantage Financing Program has leveraged well over $250 million in additional lending for business development and growth in the City.
FISCAL IMPACT
The recommended banking services agreements will run through June 30, 2029, and will result in a one- time investment of up to $15 million of the City’s short-term investment funds being deposited into locally headquartered banks, with no loss of City investment income. Continuation of the Program has no impact on the General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
3. Enhance economic vitality
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-292
2. First Northern Bank PSA
3. Resolution 26-293
4. River City Bank PSA
5. Resolution 26-294
6. River Valley Community Bank PSA
7. Intent to Award Notification
REVIEWERS:
Jeannine Thrash, Finance Department Created/Initiated - 7/15/2026
Shannon Wiest, Finance Department - Purchasing Approved - 7/15/2026 Kelly Aye, City Attorney Department Approved - 7/16/2026 Katrina Six, City Clerk Department Approved - 7/20/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/23/2026 Scott Pettingell, Finance Department Approved - 7/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/23/2026 Katrina Six, City Clerk Department Final Approval - 7/23/2026
RESOLUTION NO. 26-292
APPROVING A BANKING SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF
ROSEVILLE AND FIRST NORTHERN BANK OF DIXON, AND AUTHORIZING THE
CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Banking Services Agreement for the Roseville Advantage Financing Program, by and between the City of Roseville and First Northern Bank of Dixon, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute three (3) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
RESOLUTION NO. 26-293
APPROVING A BANKING SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF
ROSEVILLE AND RIVER CITY BANK, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Banking Services Agreement for the Roseville Advantage Financing Program, by and between the City of Roseville and River City Bank, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute three (3) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
[B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26]
BANKING SERVICES AGREEMENT
Roseville Advantage Financing Program
(“effective date”) by and between the City of Roseville, a municipal corporation (“CITY”), and River City Bank, a California corporation (“BANK”).
W I T N E S S E T H:
WHEREAS, as a business friendly city, CITY designed the Roseville Advantage Financing Program (“Program”) in order to attract and retain local businesses to enhance economic development in CITY; and
WHEREAS, the Program partners CITY with local banks to help support small and medium-sized businesses, as well as commercial property owners providing locations for such businesses, located in the Roseville (“Program Area”); and WHEREAS, the Program requires, among other things, that participating banks prioritize lending and underwriting to small and medium-sized businesses, as well as to certain commercial property owners, located in the Program Area; and
WHEREAS, in May of 2026, CITY issued a Request for Proposals, incorporated herein but this reference, to banks to provide banking services consistent with the Program; and WHEREAS, on May 14, 2026, BANK submitted a proposal to partner with CITY in the Program; and
WHEREAS, CITY desires to enter into a contract with each selected Program Bank separately detailing the terms and conditions of participation in the Program.
NOW, THEREFORE, the parties agree as follows:
THIS AGREEMENT is made and entered into this ___ day of ________________, 20 26,
2 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26]
1. Term. The term of this Agreement will commence on the effective date and expire on June 30, 2029. CITY in its sole discretion may elect to extend the Agreement in one (1) year increments for up to an additional three (3) years by giving BANK thirty (30) calendar days advance written notice of each optional one (1) year renewal. Such extensions shall be memorialized by a written amendment to this Agreement approved by the City Manager.
2. Services. BANK shall provide to CITY the banking services described in this Agreement. As a condition to providing the banking services, BANK may require CITY to enter into a separate Contract for Deposit of Monies or similar contract as long as the terms of such contract do not conflict with the terms of this Agreement. In the event of any conflict between this Agreement and a separate deposit contract, or the Proposal, the provisions of this Agreement shall govern.
3. Deposit. If CITY has no currently existing deposits with BANK, CITY agrees to make an initial deposit (“Program Deposits”) with BANK within thirty (30) calendar days of execution of this Agreement. BANK agrees to hold the Program Deposits in one or several of the following account types, based upon the BANK’s practices: (1) Insured Cash Sweep (ICS) – 100% FDIC Insurance; or (2) Normal Deposit Account, Demand Deposit Account or Savings/Money Market Account in which balances in excess of FDIC insurance are collateralized as per California Government Code, Section 53652. CITY shall evaluate increasing the amount of the Program Deposits with BANK on an annual basis. At CITY’s sole discretion and subject to approval by CITY’s Chief Financial Officer, CITY can make additional Program Deposits with BANK at an amount not to exceed twenty percent (20%) of CITY’s liquid funds.
4. Bank’s Responsibilities. BANK hereby agrees, as a condition of participating in
3 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26] the Program and of receiving the Program Deposits under this Agreement, to do the following:
a. Interest Requirements. Program Deposits shall earn at least an Annual Interest Rate equal to the posted Local Agency Investment Fund (“LAIF”) rate and as described in the Proposal, attached as Exhibit “A” incorporated herein by this reference. This interest rate shall remain in effect during the term of this Agreement and can be changed by BANK after issuing CITY a thirty (30) day notice of termination as specified in Section 14. b. Security Requirements. BANK shall ensure that the Program Deposits are fully insured by the Federal Deposits Insurance Corporation (“FDIC”), or fully collateralized per California law. Program Deposits in excess of the FDIC limit shall be secured by BANK’s current method for public funds, which is collateralization through government securities pledged at least one hundred and ten percent (110%) of the deposits requiring coverage or the use of a Letter of Credit issued by the Federal Home Loan Bank (“FHLB”) of San Francisco pledged at least one hundred and five percent (105%) of the deposits requiring coverage (Govt.
Code, § 53652).
c. Access to Funds. CITY reserves the right to withdraw/deposit its monies as it sees fit at any time in the exercise of its sole discretion. BANK agrees that CITY will have access to Program Deposits, as needed. BANK shall allow no less than six (6) withdrawals per month that may be initiated by 1:30PST for same day withdrawals. d. Lending Requirements. By the end of the term of this Agreement, BANK shall have maintained a loan portfolio comprised of business loans to small and medium-sized businesses (as defined by the U.S. Small Business Administration) and commercial property owners for such businesses located in the Program Area equal to one hundred percent (100%) of the Program Deposits. However, BANK is not required to offer business loans to third party
4 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26] merchant creditors, to any business engaging in activities prohibited by federal, state or local laws, or to any business not otherwise meeting BANK’s lending requirements. e. Underwriting Requirements. BANK agrees to make commercially reasonable efforts to provide priority underwriting responses related to lending opportunities referred by CITY. However, CITY understands that in order to gain loan approval, requests must meet BANK’s standard loan underwriting requirements. f. Promotion Requirements. BANK agrees to participate in joint marketing activities with CITY and other Program Banks to announce and enhance community recognition of the Program. BANK further agrees to promote CITY with respect to the Program on BANK’s applicable literature, messaging and public relations activities. BANK agrees to provide reasonable access to its marketing staff and program managers to support CITY’s marketing efforts.
g. Reporting Requirements. BANK shall submit to CITY semi-annual reports that: (1) verify that the required amount of funds are being lent to eligible businesses under the Program; (2) identify the dollar amount and number of loans made; (3) identify collectively BANK’s investment into Roseville-based non-profit and charity programs; and (4) include any other Program related information required by CITY. BANK shall further collaborate with CITY to ensure the reports are adequate to meet CITY’s need to verify compliance with the Program’s requirements. However, in no event shall BANK be required to submit to CITY information deemed confidential pursuant to federal, state or local laws. Reports shall be due by January 31st and July 31st, unless otherwise extended by CITY in writing. h. Referrals. BANK agrees to offer to participate in a full relationship review with new business clients referred by CITY to determine if BANK can provide other
5 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26] services that may meet the business’ other banking needs, such as Treasury Management Services. Special fee waivers or pricing will be offered by BANK when appropriate and is based upon BANK’s products and services.
5. City’s Responsibilities. CITY hereby agrees, in furtherance of implementation of the Program, to do the following:
a. Referrals. CITY agrees to refer business owners with credit needs that meet the Program demographic requirements to Program Banks equally for their evaluation. b. Promotion Requirements. CITY agrees to participate in joint marketing activities with BANK and other Program Banks to announce and enhance community recognition of the Program. To that end, CITY will provide resources to facilitate communication between CITY and the Program Banks. CITY further agrees to promote Program Banks as leaders in the Roseville region business community on CITY literature, messaging, and public relations activities.
6. Records. BANK and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than two (2) years after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of this Agreement, BANK and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved.
7. Compliance with Laws. BANK shall perform all services required pursuant to this Agreement in accordance with all federal and state laws, statutes, rules and regulations applicable to deposits and the performance of services under this Agreement, including without limitation, the Local Agency Deposit Security Law.
6 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26]
8. Ability to Perform. BANK agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.
9. Assignment. BANK is employed to perform unique personal services. BANK shall not assign this Agreement without the prior written consent of CITY.
10. Not an Agent. BANK shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Furthermore, BANK shall have no authority, express or implied, pursuant to this Agreement to bind CITY to any obligation whatsoever.
11. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.
12. Termination of Agreement. Either party may terminate this Agreement without cause by giving the other party thirty (30) calendar days advance written notice. In the event of termination, CITY may withdraw all funds held on deposit with BANK without penalty or liability.
13. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance hereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
14. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.
15. Severability. If any of the provisions contained in this Agreement are for any
7 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26] reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.
16. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:
19. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. ______, adopted by the Council of the City of Roseville on the ___ day of ____________, 20__, and BANK has caused this Agreement to be executed. [SIGNATURES CONTINUED ON FOLLOWING PAGE]
CITY OF ROSEVILLE BANK
Melissa Anguiano River City Bank
Economic Development Director Attn: Rosa Cucicea
311 Vernon Street 2480 Natomas Park Drive, Suite 150 Roseville, CA 95678 Sacramento, CA 95833
Either party may amend its address for notice by giving notice to the other party in writing.
DOMINICK CASEY ROSA CUCICEA
City Manager SVP - Director of Clean Energy &
CITY OF ROSEVILLE, a RIVER CITY BANK,
municipal corporation a California corporation
BY:__________________________ BY: __________________________
Public Sector Banking Divisions
8 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26] ATTEST:
BY: __________________________
BRIAN KILLEEN
EVP & CFO
BY:__________________________
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
BY: __________________________
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
BY: __________________________
MELISSA ANGUIANO
Economic Development Director
9 B:\City Attorney\corres\Melissa\Contracts 2026\River City Bank.docx: 6/30/26]
EXHIBIT “A”
River City Bank RFP Response | City of Roseville - Roseville Advantage Financing Program 3
PUBLIC SECTOR BANKING DIVISION
Cover Letter
Dear City of Roseville – City Clerk Department:
On behalf of the entire River City Bank ( “RCB” and “Bank”) team, we would like to express our gratitude for this opportunity to continue our participation in the Roseville Advantage Financing Program (the “Program”), in response to the City of Roseville’s (“City”) Request for Proposals (“RFP”) #10 -034. Our responding bid ( this “Proposal”) includes the requested information about the Bank and how it intends to evidence its commitment to the Roseville, Sacramento and South Placer region over the 3 -5 year effective contract term . The reinstatement of the Roseville Advantage Financing Program is an excellent opportunity to demonstrate why community banks and regional government are excellent partners and community stewards for small and medium-sized businesses.
As background on our institution, River City Bank has been a trusted financial partner in the Sacramento region since our founding in 1973. While still majority -owned by the original founding Kelly family, we have grown to become California’s premier commercial bank with ~$5.8 billion in assets as of 12/31/2025. As a local, family-owned bank, RCB also takes pride in its ability to support local communities, organizations, and non -profits with charitable contributions made from the RCB Foundation and that of its sister foundation, the Kelly Foundation . Since the Kelly Foundation’s 1998 inception, $14.6 million in grants and charitable contributions have been awarded to deserving non -profits, local organizations, and community participants.
Furthermore, River City Bank remains committed to serving local communities and government agencies – our dedication to these efforts was officially memorialized by the establishment of the Public Sector Banking Division in January 2025, after having serviced public sector clients for nearly 40+ years. The Division offers a full suite of customized banking services tailored to the unique loan, deposit, and banking needs of various public agencies and municipalities. As of 5/1/2026, the Bank’s Public Sector Banking Division currently manages over $2.4 billion in public fund deposits, demonstrating our experience, familiarity, and capacity to support large -scale public sector operations.
We believe River City Bank is an excellent fit for this Program because of (a) our succesful historic participation in prior Program rounds, (b) our deep Sacramento roots and local lending footprint ($203 million Roseville-based loan portfolio as of May 2026), and (c) our proven dedication, involvement with, and understanding of the public sector banking needs.
Our headquarters, and the domicile of the Public Sector Banking Division, are located at 2480 Natomas Park Drive, Suite 150, Sacramento, CA 95833. The Bank also maintains 8 active branches with in -person banking services across the Sacramento region.
At River City Bank, we strongly believe in giving back to the communities we serve, which is why we are delighted to present this Proposal for the District’s consideration. If selected, RCB confirms that it shall perform all services and adhere to the requirements described in the RFP , and RCB’s Proposal shall remain firm for up to 90 days from the 5/14/2026 submission date. The Bank pledges to provide the City, and its business community, with an elevated level of service, as maintained historically and offered presently. River City Bank takes a concierge approach to taking care of clients and provides high-touch service with dedicated relationship management teams.
Please don’t hesitate to reach out to Olivia Gray at the contact information below, should you have any additional questions or follow-ups to our Proposal.
Sincerely,
Stephen Fleming
President & CEO
(916) 549-4595
[email protected]
Olivia Gray
VP, Portfolio Manager
(925) 285-1119
[email protected]
River City Bank RFP Response | City of Roseville - Roseville Advantage Financing Program 4
PUBLIC SECTOR BANKING DIVISION
Tab A: Bank Qualifications
Bank Background & Employees
River City Bank is the largest independent, locally owned, and managed back in the Sacramento region. Our headquarters are located at 2480 Natomas Park Drive, Suite 150, Sacramento, CA 95833.
As of May 2026, RCB’s staff was comprised of 160 full-time employees, with 130 working locally and the remainder working remotely across the US . RCB’s employee base has grown from t he 123 total full-time employees reported as of 12/31/2021.
Branch Locations
River City Bank maintains 8 active branches with in-person, local banking services available. All branches are mapped out for the District’s convenience, with the specific address and access hours provided below.
The Granite Bay branch is the closest RCB branch to the City’s operating location.
Citrus Heights
5650 Sunrise Blvd.
Citrus Heights, CA 95610
(916) 863-2265
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Davis
239 E St.
Davis, CA 95616
(530) 753-1131
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Closed between 1:00 p.m.
– 2:00 p.m. daily
Elk Grove
8923 Elk Grove Blvd.
Elk Grove, CA 95624
(916) 503-7200
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Granite Bay
4033 Cavitt Stallman Rd.,
Suite 200
Granite Bay, CA 95746
(916) 780-6515
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
River City Bank RFP Response | City of Roseville - Roseville Advantage Financing Program 5
PUBLIC SECTOR BANKING DIVISION
Placerville
348 Main St.
Placerville, CA 95667
(530) 626-0700
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Closed between 1:00 p.m.
– 2:00 p.m. daily
Sacramento
900 Howe Ave.
Sacramento, CA 95825
(916) 567-2800
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Sacramento (Corporate)
2480 Natomas Park Dr.,
Suite 100
Sacramento, CA 95833
(916) 567-2669
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
No weekend access.
Woodland
199 Main St.
Woodland, CA 95695
(530) 666-6681
Hours:
Monday-Friday:
10:00 a.m. – 4:00 p.m.
Management & Organizational Chart
Governance and oversights are offered through RCB’s 10-member board, while RCB’s leadership and executive team manages the bank’s day -to-day functions. Provided below is an overview of the Bank’s organizational structure, followed by a list of RCB’s current executive team with contact information.
President/CEO
Finance
Department
Accounting
Financial
Reporting
Facilities
Operations
Cash
Management
Compliance
Retail Banking
Premier Banking
R & Training
Information
Technology
Information
Security
Marketing
Internal Audit
Clean Energy &
Public Sector
Banking
Commercial
Banking
Commercial
Real Estate
Commercial
Lending
Loan
Operations
Loan
Documentation
Business
Development
Business
Development
Portfolio
Management
River City Bank RFP Response | City of Roseville - Roseville Advantage Financing Program 6
PUBLIC SECTOR BANKING DIVISION
Financial Condition
Your money is safe at River City Bank due to our proven conservative financial management over the past 52 years. Since our founding in 1973, River City Bank has maintained a rigorous policy of conservative risk management. This is reflected in the numbers , as well as in the accolades we have earned from numerous respected independent ratings agencies, and it all contributes to the confidence that the District will experience when banking with us. The strength of a bank’s balance sheet is typically based on three factors: its loan quality, capital levels, and liquidity position:
• Loan Quality. The Bank’s philosophy is to seek out clients which are well -managed and have sustained proven success. These clients tend to be responsible with their financial obligations. The Bank’s $4.6 billion loan portfolio, had a delinquency percentage of 0.02% as of December 31, 2025.
• Capital Strength. As of December 31, 2025, Bank boasts a Tier 1 Capital Leverage ratio of 9.4% and a Total Risk Based Capital ratio of 14.0%. Additionally, as of December 31, 2025, RCB’s Non -performing Assets/(Total Loans+ Other Real Estate Owned) Ratio was 0.00%. These figures culminate in RCB’s risk- based capital classification as being “Well Capitalized” per FDIC capitalization requirements, and are significantly stronger than the regulatory minimum capital ratio requirements.
• Healthy Liquidity. With assets of over $5.8 billion and a net loan-to-deposit ratio of 87% as of December 31, 2025, River City Bank has a liquid balance sheet; this means that the District can rest assured that River City Bank is able to meet all its deposit withdrawal needs in a timely fashion. In addition to our balance sheet liquidity, River City Bank has immediate access to funding sources from other financial institutions and government agencies.
• Third Party Validation. Top independent bank rating services have awarded River City Bank with consistently high ratings.
o Bauer Financial has rated River City Bank as “Superior.” o Veribanc awarded us their “Green Three Out Of Three” highest rating o Findley Reports has given River City Bank their highest rating: “Super Premier”
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o RCB was also ranked #6 on Bank Director’s 2025 list of “The Best U.S Banks” (out of 4,000 banks operating nationally); a copy of the report can be found here: Bank Director’s 2025 Report of “The Best U.S. Banks”
For our public funds clients, such as the City, it is also important to note that all funds will be collateralized or fully FDIC insured in accordance with CA Government Code requirements.
River City Bank’s reported capital and asset positions for the last three fiscal years are provided in the table below:
Metrics FYE 12/31/2023 FYE 12/31/2024 FYE 12/13 2025
Tier 1 Capital Position $417,730,000 $484,740,000 $548,491,000 Total Assets $4,932,029,000 $5,143,528,000 $5,801,890,000 Tier 1 Capital Leverage Ratio 8.2% 9.1% 9.4%
Total Risk Based Capital Ratio 13.2% 13.5% 14.0%
RCB remains in an extremely healthy financial condition and recently reported another strong year of net profits in FY’25. A copy of RCB’s FY’25 financials can be found at the following link: River City Bank – 2025 Annual Report.
Public Sector Banking Qualifications & Experience
RCB’s dedicated Public Sector Banking Division has extensive experience with providing a range of deposit, cash management, and financing services (e.g., municipal debt arrangements, project financing, lending opportunities) to a variety of public entities and agencies, such as counties, cities, towns, municipalities, joint powers authorities, local water districts and utility companies, local public programs, and sovereign tribal entities.
River City Bank is a qualified depository of public funds in the State of California and maintains the ability to collateralize public fund deposits in accordance with the State’s public fund deposit requirements. As of 12/31/2025, RCB held $2.4 billion in public funds deposits amongst 49 public sector clients, of which ~$1.064 billion was Bank -collateralized in accordance with the State of California’s public fund deposit security requirements and the remainder was fully insured via 100% FDIC-insured deposit account products.
Overall, RCB is extremely familiar with the nuanced account opening process, general account structuring limitations, and collateralization requirements necessary to bank with public entities and accept public fund deposits, associated with its 40+ years of public sector banking experience.
Community Involvement
River City Bank is devoted to the communities where our clients and employees live and work. Beyond our daily dedication to providing concierge services to clients, we also have a vested interest in the economic health of our local communities. We continually offer financial knowledge and training to community leaders, and our support of local non-profit organizations is an essential value within our corporate culture. The bank is also committed to responsibly support housing for low-to-moderate income families.
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• Kelly Foundation and Philanthropic Giving: River City Bank founder Jon S. Kelly established the Kelly Foundation in 1998 to provide funding to deserving regional and community organizations, with an emphasis on non-profits that benefit children, health & human services, homelessness, food insecurity, and conservation. Several executives and board members at River City Bank serve on the Kelly Foundation Board, including the Chief Executive Officer (Steve Fleming) and Chairman of the Bank (Shawn Devlin).
The Kelly Foundation is an expression of the importance the Kelly family places on being a good neighbor and citizen in the greater Sacramento region. Every year, the Kelly Foundation awards a major gift of $100,000. Coupled with the River City Bank Foundation (which merged with the Kelly Foundation in 2009), over $350,000 is donated annually to local, community-based non-profit organizations – this makes the Kelly Foundation one of the largest charitable organizations in the Sacramento region.
o From January to April 2026, the RCB Foundation donated a total of $187,882, with $109,550 of that amount donated to non-profits (including $93,332 donated to the Kelly Foundation).
o In 2025, the RCB Foundation donated a total $338,150, including $173,000 to the Kelly Foundation.
o From inception and through February 2026, the Kelly Foundation has awarded $14.6 million in grants and charitable contributions. Of that amount, $12.5 million went to local, community -based organizations and non-profits in Sacramento and Placer County.
o 85% of the RCB and Kelly Foundations grants and contributions are issued to organizations in Sacramento and Placer County. The remaining 15% is made to organizations in the Bay Area or North Bay.
• Grants Awarded to Diverse Organizations: Educational institutions, hospitals, cultural institutions, health and human services, and children -focused organizations benefit from our ongoing support. Recent recipients of the Kelly and RCB Foundations’ charitable giving include The American Red Cross, Saint John’s Program for Real Change, and Meristem.
Local, Placer County non-profits have also been supported in recent years, including the Roseville Chamber of Commerce, Roseville Community Development Corporation - Advantage Roseville, Kids First, Placer County SPCA, Placer Care Coalition, and The Lazarus Project.
• Employee Service and Local Leadership: Nearly 5,000 volunteer hours to over 30 organizations in the region between 2015–2024. Some organizations that RCB staff have volunteered at include the following:
o Roseville Chamber of Commerce
o KidsFirst
o NorCal Services for the Deaf
o Mutual ousing California
o Crocker Art Museum
o Easter Seals
o Sacramento Region Community Found.
o KVIE
o Special Olympics
o Make-A-Wish
o Soil Born Farms Urban Agriculture Project
o Kelly Foundation
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Bank officers serve on a number of boards and in leadership and advisory capacities for community development organizations which serve the greater Sacramento area, including the Kelly Foundation, California Capital Financial Development Corporation, WarmLine Family Resource Center, Sierra Forever Families, and the Sacramento Regional Community Foundation.
Tab B: Experience and References
This section contains more information on RCB’s local involvement, including its local lending experience and history participating in comparable programs.
Lending in Roseville Jurisdiction & istoric Program Participation
As a Sacramento-based financial institution, River City Bank takes pride in operating in and lending to its surrounding communities. The Bank currently maintains $203 million in total loan commitments to borrowers in the City of Roseville’s jurisdiction. The portfolio consists of a mix of commercial real estate ($181 million), commercial and industrial ($15 million), and consumer ($7 million) loans.
For reference, River City Bank reported $35 million in total loans outstanding in the City of Roseville area in its 2019 RFP response, which indicates nearly 6x growth in RCB’s Roseville-based lending portfolio over the last 7 years . River City Bank’s commitment to Roseville’s economic development and this relationship are highlighted by the current composition and continued expansion of RCB’s Roseville loan portfolio.
Comparable Program Experience
River City Bank was a proud participant in the first iteration of the Program back in 2019. Since then, our direct participation in similar programs has been limited and modest; however, our continuous and growing lending activity in Roseville and the Sacramento region examples both RCB’s ability and desire to support qualified borrowers in our surrounding communities.
River City Bank’s direct experience with comparable programs has been achieved through historic lending opportunities with the City of Sacramento and Sacramento Municipal Utility District (“SMUD”) via the Responsible Investments for a Stronger Economy (“RISE”) program, and the City of Elk Grove’s Economic Development Department. More details on these facilities and programs are provided below, and RCB confirms
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PUBLIC SECTOR BANKING DIVISION
it satisfactorily met all lending, participation, and relationship requirements set forth in the guidelines for each respective program.
City of Elk Grove
RCB originated a loan to the City of Elk Grove’s Economic Development Department in October 2023 to support Elk Grove’s local lending activities and community development efforts. The loan was repaid in January 2025, but Elk Grove still maintains an active banking and deposit relationship with RCB. Information on RCB’s current Elk Grove contact is provided below.
Rajneil Prasad
Finance Director
8401 Laguna Palms Way
Elk Grove CA 95758-8045
916-478-2219
[email protected]
Responsible Investments for a Stronger Economy (RISE)
RCB was a founding member of the legacy Responsible Investments for a Stronger Economy (RISE) program.
The RISE program, albeit no longer in effect, was very similar to the services requested by the City in this RFP.
RISE program funds were deposited in partner Sacramento region banks and those funds were earmarked for local lending activities.
Since the RISE program is no longer in effect, contact information for the prior RISE representatives at SMUD and City of Sacramento is not provided; however, RCB still maintains active banking relationships with each entity and can provide general contact information upon request.
Additional References
Due to its modest participation in community loan programs in recent years, River City Bank would like to provide additional references to evidence its active and extensive history working with local governments, public agencies, and municipalities. While these banking relationships and loans were not originated to facilitate RCB’s involvement in local financing programs, these public sector loans have still indirectly benefited the surrounding communities through the support and expansion of public services, facilities, works, projects, utilities, and agencies. igh-level information on these spotlighted RCB public fund relationships is provided below.
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PUBLIC SECTOR BANKING DIVISION
Tab C: Qualifications of Team
Relationship Management
The City’s banking services, relationship, and day-to-day service requests will be managed by Olivia Gray (VP, Portfolio Manager) and the Bank’s local Cash Management team, with oversight from Rosa Cucicea (SVP, Director of the Clean Energy & Public Sector Banking Divisions). Credit inquiries from City referrals will be handled by Olivia Gray, Ken Imwinkelried (SVP, Chief Credit Officer) and Steve Fleming (President & CEO). Your relationship manager will provide highly-responsive service and support, and can be reached during standard business hours and business days (and outside of business hours or on weekends should a time-sensitive or urgent banking emergency arise). The same high touch service will be employed with any prospective borrowers the City connects us with.
The City may also contact RCB’s Cash Management and Customer Support teams in Sacramento at (916) 567- 2899 or (800) 564-7144. These representatives are available Monday through Friday from 8:00 a.m. to 6:00p.m. and Saturday from 9:00 a.m. to 1:00 p.m.
Organizational Diagram
As the support and execution of this program will be a Bank-wide initiative and extend across all levels of the Bank, a specific team organizational diagram is not provided. As noted above, Olivia Gray will be the primary point of contact for day-to-day requests and will coordinate efforts and resources with the appropriate department and/or management team(s), to ensure that both the City and all business applicants are provided with the best possible customer service.
Instead, please refer to the organizational chart provided in Tab A for a general overview of the Bank’s structure.
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PUBLIC SECTOR BANKING DIVISION
Tab D: Program Understanding
River City Bank is honored to continue to participate in the Roseville Advantage Financing Program.
As demonstrated in other questions of this proposal, the Bank understands the goals of the Program and has the relevant experience with similar programs. The Bank does not foresee any challenges in achieving the City’s stated goals. RCB’s experience in lending to borrowers in the City of Roseville and working with the City on the initial Program over 2019-2024 will provide it with the requisite experience and knowledge to execute the second Program round successfully.
Under this Program, the Bank will:
• Lending Requirements: Make commercially reasonable efforts to offer priority evaluation and underwriting responses related to lending opportunities referred to Bank by City, with loan decisions and approvals following the Bank’s standard loan underwriting requirements. • Deposit and Security Requirements: Ensure all City deposits are held in accounts and products that comply with the State of California’s public fund deposit requirements and are properly secured or collateralized via 100% FDIC-insured products or are otherwise 105%-110% bank-collateralized through acceptable means. Additionally, Bank shall adjust the interest rate on the applicable Program deposits held by City at Bank to match the agreed-upon yield (see Tab F for Bank’s Funds Deposit Proposal). • Banking Services & Referrals: Conduct a full relationship review of any prospective business clients referred to Bank by the City to provide any other banking services or needs, such as Treasury Management.
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PUBLIC SECTOR BANKING DIVISION
Bank will consider special fee waivers or pricing when appropriate and based on Bank’s products, services, and current applicable fee schedule(s).
• Marketing & Promotion: Participate in joint marketing activities with the City to announce and enhance community recognition of the Program and the Bank’s involvement, which may include promoting the City with respect to the Program on the Bank’s applicable literature, messaging, and public relations activities and platforms (e.g., social media profiles, website, etc.). Bank also agrees to connect its marketing staff and relevant program managers with the City’s to promote joint Program marketing efforts and campaigns.
• Reporting Requirements: Meet all reporting requirements, including semi -annual reports verifying the required amount of loans made in the City’s jurisdiction, and the Bank’s investment in Roseville-based non- profit and charity programs, along with other Program related information required by City to verify Bank’s compliance with and participation in the Program.
Under this Program, the City will:
• Deposit funds with the Bank in amounts that are mutually agreed upon, to be held in eligible accounts or products.
• Refer business owners or potential borrowers that meet the Program’s demographic requirements to the Bank.
• Perform joint marketing activities with the Bank, including promotion of the Bank for lending and banking services in the Roseville and Greater Sacramento Area business community and public relations activities related to the Program (e.g., social media, newsletters, etc.)
Tab E: Program Plan
The Bank expects that the City will take an active role in the implementation and support of this Program. The majority of the Program will be public awareness and marketing related, which are areas the City has considerable expertise in. The Bank will provide reasonable access to its marketing staff to support the City in this effort.
• Lending: Successful implementation of the Program’s lending aspect will rely on the City notifying the Bank about potential lending opportunities and the Bank conducting its standard underwriting process. The Bank’s standard due diligence and underwriting process typically takes ±90 days. Each of the Bank employees listed in Tab C will play an active role in the Bank’s participation in the Program.
• Deposits: The City currently maintains a deposit relationship with the Bank from the first iteration of the Program (detailed in Tab F). The City shall confirm if it intends to rely on the existing account or open a new account for the prospective second round of the Program.
Either way, the Bank will work with the City to ensure the requisite account(s) are opened and/or the existing account information is updated to reflect the current account signers and managers. All deposit account implementation, updates, and coordination may be conducted virtually via phone, e -mail, and/or Teams/Zoom video conferences.
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PUBLIC SECTOR BANKING DIVISION
Tab F: Funds Deposit Proposal
The Bank is proposing no change to the structure of the City’s existing deposit relationship with the Bank, which is summarized below. owever, the Bank is open to discussions about restructuring the deposit accounts, if the City requires or is interested in exploring alternative products.
• Deposit Products: The City’s existing deposits with the Bank were sourced through the 2019-2024 Program offering and sum ~$3.6 million as of May 2026. All funds are currently held in an Insured Cash Sweep (“ICS”) account that is linked to a Public Fund Money Market Plus Account (“PF MMA Plus”).
o All the City’s funds are 100% FDIC -insured through the IntraFi ICS network, and ICS is a permitted investment for public fund agencies (including the City) pursuant to Section 53635.8 of the California Government Code.
o All funds in the PF MMA Account (as/if applicable) would be 105%-110% collateralized by Bank in accordance with California’s public fund deposit collateralization requirements.
• Deposit Account Rates: All funds in the ICS and PF MMA Plus currently earn a rate that tracks to the monthly average Local Agency Investment Fund (“LAIF”) yield + 0.00%, based on the most recently available PMIA Average Monthly Effective Yield published by the State of California Office of the State Treasurer and is adjusted monthly.
o The LAIF rate (and the applicable all-in ICS rate) as of 5/13/2026 is 3.81%, as quoted in the Public Fund ICS Account Rate Disclosure included in the Appendix.
o This rate structure will remain in force while the Program is active . Bank shall provide a minimum 30 days’ notice to the City if the rate structure shall change or if Bank seeks to rescind its Program participation.
• Reimbursable Expenses: The City shall reimburse Bank for any third -party costs or fees related to the Program set-up, implementation, and execution (none currently expected at this time).
The City shall also pay to Bank all costs associated with the deposit account maintenance , cash management products, and banking services ( none currently expected, based on the existing deposit relationship balances and negligible cash management service utilization).
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Tab G: Required Statements & Documents
• Dedicated Program Team / Non-Substitution of Designated Members: While it is not feasible to seek prior approval for changes to the Program manager or staff in all cases, the Bank will notify the City within a reasonable timeframe if a material staffing change has or will occur that would impact the City’s accounts with Bank, or the Bank’s Program management or support. The Bank will ensure that the City receives the requisite details of the replacement manager or staff member, and the City shall provide written approval or acknowledgement of the replacement, as/if necessary.
• Absence of Conflict of Interest: The Bank does not have any actual, apparent, direct, indirect, or potential conflicts of interest with respect to the Bank, the Bank’s executives, or the Bank’s employees in relation to the services contemplated within the City’s RFP or this Proposal.
• Proprietary Information: The Bank certifies that none of the information contained within this RFP response is proprietary.
• Required Documents: All required documents and forms (proof of registration with the California Secretary of State, and executed copies of the Proposer’s Certification and Non -Collusion Declaration) are included in the Appendix.
Additionally, RCB’s “Active” entity status may be validated in the below screenshot, taken from the California Secretary of State Business Search webpage.
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PUBLIC SECTOR BANKING DIVISION
Tab H: Exceptions
River City Bank does not have specific exceptions to any aspect of the Roseville Advantage Financing Program, as described in the RFP.
owever, the RCB team would like to emphasize that we intend to abide by the credit and collateral standards deemed fit to ensure safety and soundness of our institution with respect to loans made under the program, which includes (but is not limited to) adherence to the approved underwriting, credit decision, and new account opening processes and comprehensive financial evaluation of each applying business entity.
To affirm the proposed and intended Program requirements, Bank is not required to offer business loans to third-party merchant creditors, to any businesses engaging in activities prohibited by federal, state or local laws, or to any business not otherwise meeting Bank’s lending requirements.
The City will not have undue impact or influence on the credit decisions made by RCB, nor shall RCB’s participation in the Program require it to approve and originate loans to all applicants without consideration of each’s credit quality or entity type.
Tab I: Competency of Proposers
River City Bank confirms it maintains the necessary facilities, ability, experience, and financial resources to successfully participate in and execute the Program.
There are no pending or threatened bankruptcies, judgments, lawsuits, arbitrations, mediations, or similar actions filed or resolved against or involving River City Bank, presently or within the last seven years.
Appendix
The Appendix is included hereafter, and consists of the following documents:
1) Attachment 1 - Proposer’s Certification
2) Attachment 2 - Non-Collusion Declaration
3) Proof of CA SOS Registration & Status
4) Rate Disclosure - Public Fund ICS Account
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PUBLIC SECTOR BANKING DIVISION
Rate Disclosure - Public Fund ICS Account
RESOLUTION NO. 26-294
APPROVING A BANKING SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF
ROSEVILLE AND RIVER VALLEY COMMUNITY BANK, AND AUTHORIZING THE
CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Banking Services Agreement for the Roseville Advantage Financing Program, by and between the City of Roseville and River Valley Community Bank, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute three (3) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
311 Vernon Street
Roseville, CA 95678
NOTICE OF INTENT TO AWARD
To: All proposers concerning RFP# 10-034, Roseville Advantage Financing Program
From: Jeannine Thrash, Management Analyst II
Subject: Notice of Intent to Award
For RFP #10-034, pending City Council Approval, the City recommends awarding the contract to: First Northern Bank, River City Bank, and River Valley Community Bank.
To inquire about the recommended award, please write to the Finance Department: Dennis Kauffman, Assistant City Manager/Chief Financial Officer at [email protected].
City Council
Communication
Meeting Date: 8/5/2026
Item #: VI.10
File #: 0206-03-01
Item ID: 2026-551
Title: Resolution of Intention to Form Villages West Community Facilities District No. 1 (Public Facilities)
Contact: Jeannine Thrash 916-774-5473 [email protected]
SUMMARY
Staff recommends Council approve two resolutions, one to form a Community Facilities District, designate an improvement area therein, establish a future annexation area, provide for additional future improvement areas therein, and authorize the levy of a special tax therein to finance public facilities and public services in and for such Community Facilities District and a resolution of Intention to incur bonded indebtedness to finance the acquisition and construction of certain facilities in and for the City of Roseville Villages West Community Facilities District No. 1 (Public Facilities) and improvement areas therein. Staff also recommends Council set a meeting date of August 19, 2026, at 6 p.m., in the Roseville Civic Center, Council Chambers at 311 Vernon Street, Roseville, California, as the time and place to conduct a public hearing.
RECOMMENDATION
Staff recommends that the City Council adopt the following resolutions and set a meeting date of August 19, 2026, at 6 p.m., in the Roseville Civic Center, Council Chambers at 311 Vernon Street, Roseville, California, as the time and place to conduct a public hearing. • A Resolution of Intention of the City Council of the City of Roseville to form a Community Facilities District, designate an improvement area therein, establish a future annexation area, provide for additional future improvement areas therein, and authorize the levy of a special tax therein to finance public facilities and public services in and for such Community Facilities District. • A Resolution of the City Council of the City of Roseville of Intention to incur bonded indebtedness to finance the acquisition and construction of certain facilities in and for the City of Roseville Villages West Community Facilities District No. 1 (Public Facilities) and improvement areas therein.
BACKGROUND
JMC Homes, the landowner, proposed to be included within this public infrastructure district, has requested the City form a Community Facilities District (CFD) under the Mello-Roos Community Facilities Act of 1982 to provide funding for certain authorized public facilities within the property, as detailed in the List of Authorized Facilities and Services. The objective of establishing a CFD is to create a land-secured funding mechanism to finance the construction of authorized facilities within the CFD.
The proposed CFD boundary includes a project with 192 Medium Density Residential (MDR) units on 26 acres and includes improvement areas that are contemplated to be annexed into the district in the future.
FISCAL IMPACT
The CFDs will generate special taxes that will be paid by property owners sufficient to pay costs including debt service, CFD administration, and any authorized pay-as-you-go facilities or services allowed in their respective list of authorized facilities or services. The formation and administration of the CFD will not impact the City's 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.
Adoption of the resolutions meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
2. Remain fiscally responsible in a changing world
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-286
2. Resolution 26-287
3. Proposed Boundary Map
REVIEWERS:
Jeannine Thrash, Finance Department Created/Initiated - 6/23/2026 Scott Pettingell, Finance Department Approved - 6/25/2026 Kelly Aye, City Attorney Department Approved - 6/26/2026 Katrina Six, City Clerk Department Approved - 6/29/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 7/1/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 7/13/2026 Michelle Sheidenberger, City Attorney Department Approved - 7/13/2026 Dominick Casey, City Manager Department - City Manager Approved - 7/14/2026 Katrina Six, City Clerk Department Final Approval - 7/14/2026
CITY COUNCIL OF THE CITY OF ROSEVILLE
RESOLUTION NO. 26-286
A RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF ROSEVILLE TO
FORM A COMMUNITY FACILITIES DISTRICT, DESIGNATE AN IMPROVEMENT AREA
THEREIN, ESTABLISH A FUTURE ANNEXATION AREA, PROVIDE FOR ADDITIONAL
FUTURE IMPROVEMENT AREAS THEREIN, AND TO AUTHORIZE THE LEVY OF A
SPECIAL TAX THEREIN TO FINANCE PUBLIC FACILITIES AND PUBLIC SERVICES IN
AND FOR SUCH COMMUNITY FACILITIES DISTRICT
WHEREAS, under the Mello- Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “ Act”), the City Council of the City of Roseville (the “ City Council”) is authorized to establish a community facilities district and a future annexation area, and to act as the legislative body for such community facilities district; and WHEREAS, the A ct pr ovides that f or purposes of f inancing of, or contributi ng t o the financing of, all or a portio n of f acilities to be financed by the community facilities district, the legislative body may designate a portion or portions of the district as one or more improvement areas (each an “Improvement Area”) and that after the designation of an Improvement Area, all proceedings for purposes of a bond election and for the purpose of levying special taxes for payment of the bonds, or for any other change pursuant to Article 3 (commencing with Section 53330), shall apply only to such Improvement Area for those specified facilities; and WHEREAS, the City Council, having received indications of interest on behalf of the owners of the areas of land proposed to be included in a proposed community facilities district, desires to proceed with the establishment of a community facilities district and designation of an initial Improvement Area therein (herein, “Improvement Area No. 1”), and a future annexation area (“Future Annexation Area”), all in order to finance costs of infrastructure and services necessary or incidental to new development in the City of Roseville (“City”).
N
OW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVILLE RESOLVES AS FOLLOWS:
1. I
t is proposed to establish a community facilities district, to designate Improvement Area No. 1, and to identify future annexation area within the City of Roseville under the terms of the Act to finance costs of infrastructure and services necessary or incidental to new development in the City, which may include the payment of development impact fees related thereto.
2. T
he name proposed for the community facilities district i s the “City of Roseville Villages West Community Facilities District No. 1 (Public Facilities )” ( including designated Improvement Areas, the “CFD”). The name proposed for Improvement Area No. 1 is “Improvement Area No. 1 of the City of Roseville Villages West Community Facilities District No. 1 (Public Facilities)”. The name proposed for the Future Annexation Area is the “City of Roseville Villages West Community Facilities District No. 1 (Public Facilities) (Future Annexation Area)”.
P
ursuant to Section 53350 of the Act, the territory to be initially included in the CFD (as shown on the map described in Section 3 hereof) is hereby designated to include
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Improvement Area No. 1. The initial boundary of the CFD is coterminous with the initial boundary of Improvement Area No. 1.
3. The proposed boundaries of the CFD , Improvement Area No. 1 and the Future Annexation Area are as shown on the map of them on file with the Clerk, which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars.
The Clerk is hereby directed to record, or cause to be recorded, the map of the boundaries of the CFD, Improvement Area No. 1 and the Future Annexation Area in the office of the Placer County Recorder within 15 days of the date of adoption of this Resolution. The City Council finds that the map is in the form and contains the matters prescribed by Section 3110 of the California Streets and Highways Code.
Parcels within the Future Annexation Area shall be annexed to the CFD only with the unanimous approval (each, a “Unanimous Approval”) of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed and all or any portions of territory that annex into the CFD from the Future Annexation Area or otherwise may be annexed into Improvement Area No. 1 or into a separate Improvement Area then in existence or to be designated at the time of such annexation , all w ithout any requirement for additional public hearings, resolutions of the City Council or other additional proceedings.
The Unanimous Approval shall specify annexation into Improvement Area No. 1 or into an Improvement Area then in existence or to be designated pursuant to a Unanimous Approval (a “Future Improvement Area” ). In connection with establishing a Future Improvement Area, all proceedings for approval of an appropriations limit, the rate and method of apportionment and manner of collection of special taxes, and the authorization to incur bonded indebtedness may differ from Improvement Area No. 1 or any other Improvement Areas , all as set forth in the Unanimous Approval, and shall apply only to the parcel or parcels within such Improvement Area.
Likewise, all or any portions of territory that annex into the CFD from the Future Annexation Area or otherwise may be annexed into a separate zone of Improvement Area No. 1 or any Improvement Area then in existence or to be designated at the time of such annexation and no additional hearings or procedures are required and the rate and method of apportionment applicable to such zone may differ from other areas of the CFD as set forth in the Unanimous Approval and shall apply only to the parcel or parcels within such zone, all as provided in the Unanimous Approval.
4. Except to the extent that funds are otherwise available to the CFD to pay for the Facilities (as defined below), and/or the principal and interest as it becomes due on bonds issued by the City for each Improvement Area within the CFD to construct and/or acquire the Facilities, a special tax (the “Facilities Special Tax ”) sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non- exempt real property in the applicable Improvement Area of the CFD, will be levied annually within each Improvement Area, and collected in the same manner as ordinary ad valorem property taxes, or in such other manner as the City Council or its designee shall determine, including direct billing of the affected property owners.
Except to the extent that funds are otherwise available to the CFD to pay for the Services (as defined below), a special tax (the “ Maintenance Special Tax ”) sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non- exempt real property in the CFD, will be levied annually within each Improvement Area of the CFD, and collected in the same
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manner as ordinary ad valorem property taxes, or in such other manner as the City Council or its designee shall determine, including direct billing of the affected property owners.
The proposed rate and method of apportionment of the Facilities Special Tax and Maintenance Special Tax (together, the “Special Tax”) among the parcels of real property within Improvement Area No. 1 of the CFD , in sufficient detail to allow each landowner within Improvement Area No. 1 of the proposed CFD to estimate the maximum amount such owner will have to pay, are described in the Rate, Method of Apportionment and Manner of Collection of Special Tax attached hereto as Exhibit A and hereby incorporated herein (the “Rate and Method”).
At such time as territory within the Future Annexation Area is annexed into the CFD pursuant to the Unanimous Approval, approval of a rate and method of apportionment for such territory may differ from that of other Improvement Areas as set forth in the Unanimous Approval , and shall provide sufficient detail to allow each landowner within the annexed territory to estimate the maximum amount such owner will have to pay.
A Facilities Special Tax shall not be levied in an Improvement Area after the fiscal year identified in the rate and method for such Improvement Area, except that a Facilities Special Tax that was lawfully levied in or before the final tax year and that remains delinquent may be collected in subsequent years. Under no circumstances shall the Facilities Special Tax levied against any parcel in such Improvement Area for private residential purposes be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within such Improvement Area in contravention of the Act, including Section 53321(d) of the Act.
For Future Improvement Areas, a different rate and method may be adopted than the Rate and Method adopted for Improvement Area No. 1 if the annexed territory is designated as a separate zone or improvement area. No supplements to the Rate and Method for any of the Future Improvement Areas and no new rate and method will cause the maximum tax rate in the then-existing territory of the CFD (including Improvement Area No. 1) to increase. The designation as an improvement area of any territory annexing to the CFD, the maximum amount of bonded indebtedness and other debt for such improvement area, the facilities to be financed, the rate and method of apportionment of special tax for such improvement area and the appropriations limit for such improvement area shall be identified and approved in the Unanimous Approval executed by the applicable property owner(s) in connection with each annexation to the CFD from the Future Annexation Area. The annexation and related matters described in the Unanimous Approval sha ll be implemented and completed without the need for City Council approval as long as the following conditions are met:
(i) The rate and method of apportionment of special tax for the new improvement area is prepared by a special tax consultant retained by the City.
(ii) The rate and method of apportionment of special tax for the new improvement area substantially complies with the City’s local goals and policies concerning the use of the Act.
(iii) The rate and method of apportionment of special tax for the new improvement area includes a mechanism that protects against revenue loss as a result of land use changes.
(iv) The Special Tax proposed to pay for the Facilities to be supplied within the territory annexed will be equal to the Special Taxes levied to pay for the same Facilities in previously-existing areas of the CFD and Improvement Area No. 1, except that (a) a higher
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Special Tax may be levied on territory annexing into the CFD to pay for the same Facilities to compensate for the interest and principal previously paid from Special Taxes in the original area of the CFD and Improvement Area No. 1, less any depreciation allocable to the financed Facilities, and (b) a higher Special Tax may be levied on territory annexing into the CFD to pay for new or additional Facilities, with or without bond financing.
The Maintenance Special Tax proposed to pay for Services to be supplied within the territory annexed in the future shall be equal to any Maintenance Special Tax levied to pay for the same Services in the CFD, except that a higher or lower tax may be levied within the territory to be annexed in the future to the extent that the actual cost of providing the Services in that territory is higher or lower than the cost of providing those Services in the existing CFD. The foregoing shall not be construed to limit the levy of the Maintenance Special Tax within the territory to be annexed in the future to provide new or additional Services beyond those supplied within the existing territory of the CFD, or to pay for new or additional Services , with or without bond financing.
This City Council hereby finds that the provisions of Section 53313.6, 53313.7 and 53313.9 of the Act (relating to adjustments to ad valorem property taxes and schools financed by a community facilities district) are inapplicable to the proposed CFD and Improvement Area No. 1.
5. The type of facilities proposed to be financed in whole or in part by the CFD, Improvement Area No. 1 and any Future Improvement Areas and pursuant to the Act shall consist of those items listed as facilities on Exhibit B hereto (the “Facilities”) and the type of public services proposed to be financed by the CFD and pursuant to the Act shall consist of those items listed as services on Exhibit B hereto (the “ Services”). The Council hereby determines that the Facilities are necessary to meet increased demands placed upon local agencies as the result of development occurring within the CFD and the Future Annexation Area. The financing of the costs of Facilities may include, without limitation, the payment of principal of and interest on bonds together with all direct, indirect periodic, and/or other related costs (including, without limitation, costs of administering the CFD, levying the Special Tax and administering the bonds, and establishing and replenishing reserve funds ). Land annexed into the CFD pursuant to a Unanimous Approval may specify additional facilities and services to be financed by the Special Taxes levied on such annexed land, as set forth in the Unanimous Consent , without additional proceedings, provided the conditions set forth in this Section with respect to the original Facilities and Services are met.
The City Council hereby finds and determines that Section 53329.5(a) of the Act relating to the City calling for bids for construction of the Facilities are inapplicable to the CFD in that the City will acquire but not construct the Facilities . To that end, City may enter into one or more contracts directly with any owner or developer of land within the CFD for acquisition of Facilities.
The Council hereby determines that the Services are necessary to meet increased demands for such services placed upon the City as the result of development occurring within the area of the CFD and the Future Annexation Area. The Services are in addition to those provided in the territory of the CFD as of the date hereof and will not supplant servi ces already available within the territory of the CFD as of the date hereof. Similarly, services to be financed by special taxes upon territory within the Future A nnexation Area shall be in addition to those provided in such territory of the CFD as of the date hereof and will not supplant servi ces already available within the territory of the CFD as of the date hereof.