Agenda packet, regular meeting, third session — Banning City Council, January 14, 2025 (part 4 of 5)

RESOLUTION 2025-04

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO THE DESIGN-BUILD AGREEMENT WITH EFS WEST

FOR THE COMPRESSED NATURAL GAS FUELING STATION FOR AN ADDITIONAL AMOUNT OF $730,398 FOR A SECOND COMPRESSOR
WHEREAS, the City owns and operates a Compressed Natural Gas (CNG) fueling facility located at the Corporate Yard (176 E. Lincoln Street), which serves the City’s fleet and the Banning Unified School District (BUSD) bus fleet; and
WHEREAS, the existing CNG fueling facility is several years beyond its useful life, has been under constant repair, and parts have become increasingly difficult to procure; and WHEREAS, on September 12, 2023, the City Council awarded the Design-Build project for the new CNG fueling facility to EFS West Inc. following a competitive Request for Proposals (RFP 23-034); and
WHEREAS, as part of the RFP, three additive bid alternate items were included, with EFS West providing a bid for a second compressor in the amount of $730,398; and WHEREAS, on December 10, 2024 City Council adopted Resolution 2024-188 approving Amendment No. 1 to the Design-Build Agreement with EFS West for the CNG Fueling Station for an additional amount of $260,549 for a standby diesel generator; and WHEREAS, a second compressor is essential to increase the station’s fueling capacity while providing increased efficiency and resiliency and the City successfully secured funding from the Riverside County Transportation Commission (RCTC) for the purchase of the second compressor; and
WHEREAS, the City’s current adopted budget for Fiscal Year 2024/2025 includes a budgeted amount of $900,000 for the second compressor in Account No. 610-5800-331.90-56, which is fully funded by State Transit Assistance (STA) funds.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council hereby approves Amendment No. 2 to the Design-Build Agreement with EFS West for the CNG Fueling Station, authorizing an additional amount of $730,398 for a second compressor.

SECTION 2. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to the Design-Build Agreement with EFS West for the CNG Fueling Station.

SECTION 3. The City Council authorizes the City Manager to make necessary non-substantive changes and to execute Amendment No. 2 with EFS West.

SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. 624
Resolution 2025-04

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PASSED, APPROVED AND ADOPTED this 14th day of January 2025.

Sherri Flynn, Mayor
City of Banning
ATTEST:

Caroline Patton, Administrative City Clerk
City of Banning
APPROVED AS TO FORM:

John Pinkney, City Attorney
625
Resolution 2025-04

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CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-04, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 14th day of January 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
626
Resolution 2025-04

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EXHIBIT A
Amendment No. 2 to Agreement with EFS West
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AMENDMENT NO. 2 TO THE DESIGN-BUILD AGREMENT (C00803)

FOR COMPRESSED NATURAL GAS (CNG) FUELING STATION

PROJECT BY AND BETWEEN CITY OF BANNING AND EFS WEST
THIS AMENDMENT NO. 2 TO THE DESIGN-BUILD AGREEMENT FOR
SERVICES (“Amendment No. 2”) by and between the CITY OF BANNING (“Owner”) and EFS WEST, a California Corporation (“Design-Builder”) is effective as of this day:
______________.

RECITALS
A. Owner and Design-Builder entered into that certain Contract dated September 12, 2023 for the purpose of providing a Design Build for the Compressed Natural Gas (“CNG”) Fueling Station Project (“Agreement”) following a Request for Qualifications (RFQ-23- 028) and Request for Proposals (RFP-23-034) to Design-Build Entities for Design and Construction of a CNG Fueling Station in the City of Banning as approved by City Council Resolution 2023-155.

B. Owner and Design-Builder have entered into Amendment No. 1 to the Agreement dated December 13, 2024 to modify the Scope of Services, extend the Term of the Agreement to June 30, 2025, and increase the Contract Sum to $3,803,562.00, as approved by City Council Resolution 2024-188.

C. Owner and Design-Builder now desire to amend the Agreement to modify the Scope of Services, extend the Term of the Agreement to June 30, 2026, and increase the Contract Sum to $4,533,960.00.

The Parties therefore agree follows:

1. Amended Terms. The Agreement is hereby amended as follows:

1.1 The Scope of Services as set forth in Section 3.1 of and Exhibit A to the Agreement is hereby amended to include the Services set forth in Attachment 1, attached hereto and incorporated herein.

1.2 The maximum compensation for the Services performed pursuant to this Amendment No. 2 shall not exceed Seven Hundred Thirty Thousand Three Hundred Ninety-Eight Dollars ($730,398.00) thereby increasing the Contract Sum, as set forth in Section 5.1 of the Agreement, to Four Million Five Hundred Thirty-Three Thousand Nine Hundred Sixty Dollars ($4,533,960.00).

1.3 The Term of the Agreement, as set forth in Section 4.2 of the Agreement, is hereby extended as follows:

4.2 Contract Times
B. Phase 2 – Completion Stage: June 30, 2026
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C. Phase 3 - Removal of Existing Facilities Stage: June 30, 2026 unless sooner terminated or extended as provided in the Agreement.

2. Miscellaneous Provisions

2.1 Continued Effect of Agreement. Except as amended by this Amendment No.2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 and 2. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement as amended by Amendment Nos. 1 and 2, this Amendment No. 2 shall control.

2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. 2.

2.3 Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.

2.4 Counterparts. This Amendment No. 2 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.

2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURE PAGE FOLLOWS]
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The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.

OWNER: CITY OF BANNING DESIGN-BUILDER: EFS WEST
Douglas Schulze,
City Manager
NAME:

TITLE:

City Council Approval: _______________ NAME:

TITLE:

ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED.

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DESIGN-BUILDER’S BUSINESS ENTITY.
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ATTACHMENT 1
631
PLANNING • DESIGN • CONSTRUCTION
28472 Constellation Road, Valencia, CA 91355
661.705.8200 • fax 661-775-9623
CSLB License # 826003 DIR# 1000011646
November 6, 2024
City of Banning
Subject Add Alternatives #1 rev
Gentlemen:

EFS West is pleased to submit this proposal showing the cost break down for alternatives #1, for the design build CNG upgrade project for the City of Banning CA.

Our bid proposal included the following alternatives
Alternative #1 Purchase and installation of second CNG compressor for $730,398. The costs include the following,

1. Added Design, Engineering, and permitting requirements. =$7,500.

2. Compressor, additional motor controls, factory and onsite testing, Includes,
Compressor, Motor control Cabinet, controls, manuals = $326,201 Commissioning, testing. = $38,100

3. Costs for additional material including electrical, mechanical.

Cost for second move, Wire, Breaker, and connections =$52,000

4. Costs for additional labor for installation, testing, Includes
Labor, Subsistence, Lodging =$110,250
Equipment, Crane, Freight =$39,700

5. 18% Overhead & Profit =$103,275

6. Tax 7.75% =$25,280

7. Bonds and Insurance 4% =$28,092

If you have any questions on our proposal, or require additional information, please do not hesitate to contact me at (661) 705-8264 / 818-235-6283 or at [email protected] Sincerely,
EFS West Inc.

Von Regli
Sr Project Manager
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Stephanie Sirls, Transit Manager
Art Vela, Director of Public Works
MEETING DATE: December 10, 2024
SUBJECT: Consideration of Resolution 2024-188, Approving Amendment No. 1 to the Design-Build Agreement with EFS West for the Compressed Natural Gas Fueling Station for an Additional Amount of $260,549 for a Standby Diesel Generator
RECOMMENDATION:

Adopt Resolution 2024-188.

BACKGROUND:

The City owns and operates a CNG fueling facility located at the Corporate Yard (176 E. Lincoln Street).

The facility was commissioned in 2004 and serves the City’s fleet (i.e. transit buses and dump truck) and the Banning Unified School District (BUSD) bus fleet.

At the time of commissioning the CNG facility was available 24 hours a day, 7 days per week to the general public and to other agencies such as, Morongo Band of Mission Indians, Caltrans, County of Riverside and Waste Management. Public access has been closed for over five years due to complications with the CNG fueling station.

The existing CNG fueling facility is several years beyond its useful life, is constantly under repair and parts have become increasingly difficult to purchase and in some cases are obsolete. As a result, the City of Banning released a Request for Proposals (RFP 23-034) for a CNG Fueling Station Design-Build project June 5, 2023. On September 12, 2023, the Council unanimously approved the project be awarded to EFS West Inc. of Valencia, California for being the highest ranked firm to complete the design and construction of the City’s new CNG fueling facility.

The scope of work included the completion of the project design, engineering, permits, grading, construction, material, labor, testing, verification, procurement, commissioning, and installation of all equipment. To date, final design is almost 100% complete.

As part of the RFP, the City included three (3) additive bid alternate items. EFS West, Inc. bid on the three items as follows:

Additive Bid Alternate Price
Second CNG Compressor $895,000
Standby Diesel Generator $260,549
Second Fuel Island $278,361
1 638
City staff has successfully secured additional funding from the Riverside County Transportation Commission (RCTC) through the FY 2024/2025 SRTP process for the purchase of the second CNG compressor and the standby diesel generator. Due to an increase in pricing for the second CNG compressor, staff is seeking Council’s authority to add only the standby generator to the agreement at this time. Staff will return at a later date with a request to add the second CNG compressor once staff deems the cost reasonable.

JUSTIFICATION:

A backup generator is needed to ensure the CNG station can continue to operate and dispense fuel to essential vehicles in the event of a power outage or other emergency situation. As outlined in the September 12, 2023 staff report, staff requested and were subsequently granted additional STA funding for a standby diesel generator based on the need for resiliency against service interruptions.

FISCAL IMPACT:

The current adopted budget for Fiscal Year 2024/2025 includes a budgeted amount of $265,000 in Account No. 610-5800-434.90-56. The project is fully funded by State Transit Assistance (STA) funds as programmed in the City’s approved Short Range Transit Plan (SRTP).

ALTERNATIVES:

Do not adopt Resolution 2024-188 and provide alternative direction to staff. Not approving Resolution 2024-188 would result in not adding a backup power generator to the CNG facility, which provides fuel to the City's transit fleet and others. Additionally, STA funds received for the purpose of funding the addition of an emergency generator may be forfeited.

BUDGETED?:

Yes
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Resolution 2024-188, EFS West Amendment CNG Station.docx

2. Amend No.1 to the DBA with EFS West.pdf

3. EFS Quote Generator.pdf

4. CC Resolution No. 2023-155 CNG Station EFS.pdf
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Stephanie Sirls, Transit Manager
Art Vela, Director of Public Works
MEETING DATE: January 14, 2025
SUBJECT: Consideration of Resolution 2025-05, Authorizing the City Manager, or Designee, to Execute a Subrecipient Grant Agreement between the Western Riverside Council of Governments and the City of Banning for Electric Vehicles and Chargers
RECOMMENDATION:

Adopt Resolution 2025-05.

BACKGROUND:

The California Air Resources Board (CARB) developed the Advanced Technology Demonstration and Pilot Projects (ATDPP) back in 2009. The ATDPP invests public funds into new technologies to help achieve the State’s greenhouse gas (GHG) reduction targets.

In March 2024, WRCOG was awarded approximately $1,350,000 in grant funding from CARB and the California Energy Commission (CEC) to support zero-emission vehicle and infrastructure deployment in partnership with the City of Banning, the City of Moreno Valley, Riverside County Purchasing and Fleet Services, and the Riverside County Transportation and Land Management Agency.

The City of Banning participated in WRCOG’s effort and requested funding for four plug-in electric vehicles including a paratransit van and three pickup truck and also requested funding for electric vehicle charging infrastructure including four 240-volt chargers and a DC fast charger.

JUSTIFICATION:

A CARB Grant Subrecipient Agreement between WRCOG and the City of Banning is needed to be executed with WRCOG before such funds can be reimbursed through CARB’s Advanced Technology Demonstration and Pilot Projects Grant Program. As such, City staff is requesting that the City Council delegate authority to execute this agreement, and any amendments, to the City Manager or his designee.

The grant funding will assist the City’s efforts in electrifying it’s fleet to meet the State’s Advanced Clean Fleet Regulation.

FISCAL IMPACT:

WRCOG will provide a reimbursement of up to $175,430 pursuant to requirements of the Grant Agreement. There is a 1:1 match required that will primarily be covered by the AB 2766 Subvention Fund 640
(Fund 132) and State Transit Assistance (STA) funds as programmed in the City’s approved Short Range Transit Plan. The General Fund will not be impacted as a result of the approval of this resolution.

Future items will be presented to City Council for the purchase of the electric vehicles, at which point the funding sources and amounts will be defined.

ALTERNATIVES:

Do not adopt the resolution and provide alternative direction to staff.

BUDGETED?:

Yes
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Resolution 2025-05, WRCOG CARB Grant.docx

2. Exhibit A - Draft ATDPP Subrecipient Agreement - Banning.docx 641
Resolution 2025-05

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RESOLUTION 2025-05

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

AUTHORIZING THE CITY MANAGER TO EXECUTE A SUBRECIPIENT GRANT AGREEMENT

BETWEEN THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) AND THE

CITY OF BANNING FOR ELECTRIC VEHICLES AND CHARGERS
WHEREAS, Western Riverside Council of Governments (WRCOG) has been awarded funding through the California Air Resources Board’s (CARB) Advanced Technology Demonstration and Pilot Projects Grant Program for itself and partnering agencies including the City of Banning; and
WHEREAS, through a Subrecipient Grant Agreement the City will receive up to $175,430 for the purchase of four electric vehicles and charging infrastructure; and WHEREAS, a Subrecipient Grant Agreement is needed to be executed with WRCOG before such funds can be reimbursed through CARB’s Advanced Technology Demonstration and Pilot Projects Grant Program; and
WHEREAS, the City Council wishes to delegate authority to execute required forms, agreements and any amendments thereto to the City Manager or his designee.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council hereby authorizes the City Manager, or designee, to make necessary non-substantive changes, and to execute the Subrecipient Grant Agreement and any amendments thereto with the Western Riverside Council of Governments.

SECTION 2. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.

SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14th day of January 2025.

Sherri Flynn, Mayor
City of Banning
ATTEST:

Caroline Patton, Administrative City Clerk
City of Banning
642
Resolution 2025-05

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APPROVED AS TO FORM:

John Pinkney, City Attorney
643
Resolution 2025-05

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CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-05, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 14th day of January 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
644
Resolution 2025-05

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EXHIBIT A
Western Riverside Council of Governments CARB Grant Subrecipient Agreement 645
20323.00160\42506956.1 -1-

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

CARB GRANT

SUBRECIPIENT AGREEMENT
This Subrecipient Agreement (“Agreement”) is made and entered into this day of , 2024, by and between the Western Riverside Council of Governments, a California public agency (“WRCOG”) and [***INSERT NAME***], [***INSERT TYPE OF ENTITY***] (“Subrecipient”). WRCOG and Subrecipient are sometimes individually referred to as “Party” and collectively as “Parties”.

RECITALS
A. On [***INSERT DATE***], WRCOG entered into a Grant Agreement, dated [***INSERT DATE***] (the “Grant Agreement”) with the California Air Resources Board (“CARB”).

B. The purpose of the grant from CARB is to allow WRCOG to support the deployment of zero-emission vehicles and infrastructure throughout Western Riverside County.

C. Subrecipient desires CARB grant funds in order to purchase four electric vehicles for operation in the City fleet.

D. The purpose of this Agreement is to outline the rights and responsibilities of Subrecipient and ensure compliance with CARB guidelines.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by WRCOG and Subrecipient as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein.

3. Subrecipient Implementation of Project .
(a) Project. Subrecipient agrees to provide the services more particularly described in Exhibit “A”, attached hereto to this Agreement and incorporated herein by this reference (the 646
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“Project”). The Project shall not be modified without the written consent of both Parties.

4. Reporting Obligations.
(a) Reporting to CARB. Subrecipient understands and agrees that WRCOG is obligated to provide CARB with documentation accounting for the proper expenditure of all Grant Funds. These documents must be submitted by WRCOG at a minimum every 3 months to CARB. Subrecipient agrees to provide the supporting documentation outlined in Section 4(b) of this Agreement to WRCOG in order for WRCOG to carry out these reporting responsibilities. (b) Supporting Documentation. Subrecipient must submit to WRCOG and maintain substantiating documentation of expenses incurred for technology and implementation costs under this Agreement. WRCOG reserves the right to require Subrecipient to submit itemized invoices (invoices must include enough details to ensure that only eligible costs are paid for), and any other appropriate documentation required by CARB. The following documentation must be provided to WRCOG, as necessary:
(i) Copy of the final itemized vehicle or vessel sales receipt/contract showing delivery confirmation, including documentation of the vehicle identification number (VIN) tag, vessel identification number (VIN), make, model, engine model year (if applicable), vehicle model year, and gross vehicle weight rating (if applicable). (ii) Copy of itemized equipment and labor expenses.
(iii) Proof of temporary or permanent California vehicle registration for the vehicles.
(iv) Other substantiating documentation such as digital photos of the vehicles or vessels such as VIN tags, odometers; vehicle or vessel certifications such as California Highway Patrol or United States Coast Guard, proof of insurance and types of coverage. (c) Status Reports. Subrecipient shall submit status reports at least quarterly. These reports must contain the following information:
(i) Project Status Report number, title of Project, name of Subrecipient, date of submission, and Project Grant number.
(ii) Summary of work completed since the last progress report, noting progress toward completion of tasks and milestones identified in the work plan. (iii) Statement of work expected to be completed by the next progress report. (iv) Notification of problems encountered and an assessment of their effects on the Project’s outcome.
(v) Data collected from vehicles, vessels, equipment, and facilities. (vi) Schedule of community outreach, workforce development and education conducted, materials used, number of people contacted, and number of participants, where applicable.
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(vii) Accounting records, including expenditure and income information, and supporting documentation.
(viii) Itemized invoices (invoices must include enough details to ensure that only eligible costs are paid for), and any other appropriate documentation. (ix) Discussion of the Project’s adherence to the Project timeline. (x) Other data and analysis as required by CARB.

5. Ownership of Data and Confidentiality.
(a) Ownership of Data. All information or data received or generated by the Subrecipient under this Agreement shall become the property of CARB, CEC, and WRCOG. In information or data received under this Agreement shall be released without the approval of WRCOG and CARB.
(b) Confidentiality. Subrecipient and its employees shall hold all information, deliverables, and work products developed pursuant to this Project, including data records that personally identify or describe an individual or individuals, confidential in perpetuity and shall release it only to WRCOG, in compliance with California Civil Code sections 1798 et seq. and other relevant State or Federal statutes and regulations and CARB policies. Subrecipient shall only make such records available to necessary employees to perform their job duties.

Subrecipient shall notify WRCOG promptly in writing of the circumstances surrounding any suspected loss, theft, possession, use, or knowledge of any information, data, or equipment acquired as part of this Project by any person other than those authorized under this Agreement.

Subrecipient shall be responsible for any costs incurred by WRCOG or CARB due to a security incident resulting from Subrecipient’s failure to perform or negligent acts of its personnel that result in an unauthorized disclosure, release, destruction, loss, theft, or misuse of information or data developed or gathered pursuant to this Project.

6. Breach of Agreement.
(a) Non-performance (Breach) Provisions. Subrecipient agrees that the following is a non-exhaustive list of the circumstances that constitute non-performance (breach) under this Agreement. These circumstances will be solely determined by WRCOG and include, but are not limited to:
(i) Failure to comply with any of the provisions of the Agreement or Grant Agreement, including Exhibits.
(ii) Failure to obligate or expend Grant Funds within established timelines, or failure to show timely interim progress to meet these timelines. (iii) Insufficient performance or widespread deficiencies with Grant Fund or Project oversight, enforcement, recordkeeping, contracting, inspections, or any other duties. (iv) Misuse of Grant Funds.
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basis.
(v) Funding of ineligible activities or other items.
(vi) Exceeding the allowable Grant Fund allotment on an itemized or other (vii) Insufficient, incomplete, or faulty documentation. (viii) Failure to provide required documentation or reports requested by WRCOG, CARB, or other State agencies, in a timely manner. (ix) Poor performance as determined by a review or fiscal audit. (b) Additional Remedies. In addition to any other requirements and remedies set out elsewhere in this Agreement, upon request by WRCOG, Subrecipient will also perform as follows:
(i) Within 14 calendar days of any request, timely develop and implement a corrective action plan.
(ii) Immediately cease all work and spending, and notify all employees, representatives, agents, officers, and affiliates to immediately cease all work and spending. (iii) Upon termination of this Agreement or upon issuance of the termination notice (whichever occurs sooner), Subrecipient shall immediately turn over all remaining Grant Funds in its possession or control and all records, personally identifiable information (“PII”), intellectual property, documents, information and data relating to performance, accounting, administration, contracting and management of the Grant Funds and the Project, as well as any other materials requested by WRCOG or as otherwise required by any of the provisions of this Agreement. WRCOG, at its sole discretion, may elect to have any or all of the funding, documentation, intellectual property, and other property transferred to another designee. (iv) Unless otherwise directed in writing by WRCOG, upon termination of this Agreement or upon issuance of the termination notice (whichever occurs sooner), Subrecipient shall immediately cease all work, and cease all expenditure of Grant Funds. (v) Unless otherwise directed in writing by WRCOG, upon termination of this Agreement or upon issuance of the termination notice (whichever occurs sooner), Subrecipient shall submit a Grant Disbursement Request and a Status Report covering activities up to and including the termination date. The Status Report shall be subject to review and approval by WRCOG before any final payments are disbursed. Upon receipt of the Grant Disbursement Request, and Status Report, and once all intellectual property and requested data, information and property have been transferred and assigned to WRCOG, WRCOG, at its sole discretion, may make a final payment to the Grantee. This payment shall be for all WRCOG-approved, actually incurred costs that in the opinion of WRCOG are justified. However, the total amount paid shall not exceed the total authorized amount as outlined in this Agreement. (c) Liquidated Damages. If WRCOG or the State of California determines, within its or their sole and absolute discretion, that Subrecipient is in breach or has breached any obligation 651
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to remain in compliance with any applicable federal, State, or local air quality rules, regulations, and statutes, then Subrecipient, immediately upon demand, will pay WRCOG (or to CARB, as requested), as recaptured funds or liquidated damages, the full amount of all Grant Funds received to date. The Subrecipient agrees that quantifying the losses arising from any breach is inherently difficult insofar as breach may cause the State of California or WRCOG irreparable, serious, or substantial harm or damage, including to taxpayers or to the environment.

Subrecipient further stipulates that the agreed upon amount of recaptured funds or liquidated damages is not a penalty, but rather a reasonable measure of damages based upon experience and given the nature of the losses that may result from said breach. The Subrecipient agrees that the recaptured funds or liquidated damages have been computed, estimated, and agreed upon by all Parties and represents an attempt to make a reasonable forecast of probable actual loss because of the difficulty of estimating with exactness the damages which will result. This obligation shall apply even if there is a concurrent noncompliance or violation of air quality rules, regulations or laws caused by a third party. The remedies set out in this paragraph are contractual in nature. (d) Reservation of Rights. Nothing stated herein above in any way limits, prevents, or precludes the State of California or WRCOG from taking any enforcement action, exercising any police power, or prosecuting any violation of law against Subrecipient, its employees, officers, agents, assigns, representatives, contractors, subcontractors, affiliates, grantees, sub awardees, subgrantees, or any third parties.

7. Conflict of Interest. By entering into this Agreement, Subrecipient certifies, represents and warrants that he, she, it is in compliance with all applicable State and federal conflict of interest laws on the date said grant, award, contract, subcontract, agreement or voucher (as applicable) is signed and shall remain in compliance with all such laws for a period of five (5) consecutive years following receipt of any and all funding amounts on a rolling continuous basis.

Subrecipient further certifies, represents, and warrants that he, she, it has no interest, and shall not acquire any interest, direct or indirect, which will conflict with Subrecipient’s ability to impartially perform under, or complete the tasks described in, any and all agreements, grants, awards, contracts, subcontracts, vouchers, or programs. The Subrecipient acknowledges, understands, and accepts that Subrecipient must disclose any direct or indirect financial interest or situation which may pose an actual, apparent, or potential conflict of interest. The Subrecipient acknowledges, understands, and accepts that the nature and extent of any actual, apparent, or potential conflict of interest may be a basis for disqualification from receiving any funds. The Subrecipient certifies, represents, and warrants that Subrecipient will immediately advise WRCOG in writing of any potential new conflicts of interest as they arise.

8. Indemnification. To the fullest extent permitted by law, Subrecipient, its contractors, consultants, subcontractors, subconsultants, materialmen, suppliers, workers, successors, volunteers, and assigns (collectively, the “Subrecipient Parties”) shall, and hereby does, agree to indemnify, defend, and hold harmless WRCOG; and its elected and appointed officials, officers, directors, employees, agents, volunteers, successors, representatives, and assigns (collectively, the “WRCOG Parties”), from and against all damages, claims, liabilities, settlements, penalties, fines, costs, expenses, losses, or attorney and consultant fees and costs (collectively “Damages”) incurred by WRCOG to the extent that the same arise or result from or are caused by the acts or omissions of the Subrecipient Parties in connection with the Project and/or in connection with the exercise of any other rights granted by this Agreement. Subrecipient indemnification 652
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obligations herein shall include, but are not limited to, the following: 1) any and all claims under workers’ compensation acts and other employee benefit acts with respect to Subrecipient’s employees/volunteers or Subrecipient’s employees arising out of the Project, 2) liability for damages for death or bodily injury to person, (3) injury to, loss or theft of property; and 3) any failure or alleged failure to comply with any provision of law.

9. Insurance. Subrecipient shall comply with the insurance provisions attached hereto as Exhibit “B” and incorporated herein by this reference.

10. Miscellaneous Provisions.
(a) Conflict with Grant Agreement. In the event of an inconsistency between this Agreement and the Grant Agreement, the terms of the Grant Agreement shall control. (b) Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. (c) Assignment. Subrecipient shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of WRCOG and CARB, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
(d) Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. (e) Entire Agreement. This Agreement constitutes the entire and integrated agreement with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. (f) Notices, Demands and Communications Between the Parties. Formal notices, demands and communications between Parties shall be deemed sufficiently given if: (i) by commercial overnight delivery; (ii) by messenger service for immediate personal delivery; or (iii) by electronic transmittal, including electronic mail and/or fax transmissions, subject to written verification of receipt by the receiving party. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party.

All notices, demands and communications shall be sent, as follows:

To WRCOG: To Subrecipient:

Western Riverside Council of
Governments
[***INSERT NAME***]
[***INSERT ADDRESS***]
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3390 University Avenue, Suite #450
Riverside, CA 92501
Attn: Taylor York
Attn: [***INSERT***]
Notices shall be deemed effective upon receipt or with respect to electronic transmission, upon receipt of written verification from the receiving party. (g) Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
(h) Laws and Regulations. Each Party shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of this Agreement, and shall give all notices required by law. Each Party shall be liable for all violations of such laws and regulations in connection with this Agreement. (i) Third Party Beneficiary. Subrecipient acknowledges, accepts, and agrees that the State of California, acting by and through the CARB, is an intended third-party beneficiary to any and all agreements, vouchers, contracts, subcontracts, awards, and grants with WRCOG where any CARB-provided funds are used or applied to pay or reimburse Subrecipient. (j) Relationship of Parties. The Parties agree and intend that the Parties are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. (k) Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Riverside County, California. (l) Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Either Parties’ consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. (m) Survival. Subrecipient acknowledges, agrees, and accepts that those terms, conditions, provisions, and exhibits which by their nature should survive termination, cancellation or expiration of the grant, award, contract, voucher, subcontract, or agreement, shall so survive, including but not limited to those sections and provisions pertaining to indemnity, recordkeeping, audit, third party beneficiary status, return or recapture of funds, data security, insurance, confidentiality, and the general provisions. (n) Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not 654
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preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
(o) Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
(p) Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. (q) Authorized Signature. The Subrecipient agrees and acknowledges that it has signed or has authorized the signing of the grant, award, contract, subcontract and/or agreement with WRCOG, and by doing so hereby declares under penalty of perjury, under the laws of the State of California, that all statements and responses made in said grant, award, contract, subcontract and/or agreement are true and correct, with full knowledge that all statements and responses are subject to investigation and that any incomplete, unclear, false, or dishonest response may be grounds for disqualification from receiving any existing or further funding or participating in any programs or projects using the CARB-provided or WRCOG-provided funds, or from doing business with the State of California or WRCOG. Subrecipient acknowledges, understands, and accepts that by providing or making any false statements or providing false information, the Subrecipient may be in a violation of the California False Claims Act (Government Code Section 12650 et seq.). Subrecipient certifies, represents, and warrants that the individual signing on its, his or her behalf herein below is an authorized representative of Subrecipient with full power and legal authority to sign below and by said signature Subrecipient is bound to and will comply with all terms, conditions and obligations set forth in this agreement, grant, voucher, application and/or contract, as applicable.. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
TO

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

CARB GRANT

SUBRECIPIENT AGREEMENT
IN WITNESS WHEREOF, the Parties hereby have made and executed this Agreement as of the date first written above.

WESTERN RIVERSIDE COUNCIL [***INSERT NAME***]

OF GOVERNMENTS
By: By:

Dr. Kurt Wilson [***INSERT NAME***]
Executive Director [***INSERT POSITION***]
APPROVED AS TO FORM: ATTEST:

By: By:

Best Best & Krieger LLP
General Counsel
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EXHIBIT “A”

DESCRIPTION OF PROJECT
Subrecipient commits to purchase the below EVs and utilize these technologies in activities that would have previously utilized internal combustion technologies, and Subrecipient commits to deploy them in a way that benefits California Climate Investment Priority Populations.

Item Total Cost Grant Funds Match Funds
E-Transit Paratransit Van $ 129,654.00 $57,212.23 $72,441.76 Ford Lightning Pro $56,000.00 $ 24,711.04 $31,288.96
Ford Lightning Pro $56,000.00 $24,711.04 $31,288.96
Ford Lightning Pro $ 56,000.00 $24,711.04 $31,288.96
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EXHIBIT “B”

INSURANCE

1. Subrecipient shall maintain insurance for the duration of this Agreement in compliance with all grant requirements. Subrecipient shall not begin work under this Agreement until WRCOG has acknowledged receipt of Subrecipient’s certifications of insurance in compliance with this Agreement. The coverages described below must be evidenced on a certificate of insurance and all endorsements required must be attached and provide to WRCOG.

1.1 General Provisions applying to all policies:
(a) Coverage Term – Coverage shall be in force for the complete term of the grant. If insurance expires during the term of the grant, a new certificate must be received by WRCOG and CARB at least thirty (30) days prior to the expiration of the insurance. Any new insurance must comply with the terms of this Agreement. (b) Policy Cancellation or Termination & Notice of Non-Renewal – Subrecipient shall notify WRCOG within five (5) business days of any cancellation, non-renewal or material change that affects required insurance coverage. New certificates of insurance are subject to the approval of the State, and Subrecipient agrees that no work or services will be performed prior to obtaining such approval. In the event Subrecipient fails to keep in effect at all times the specified insurance coverage, WRCOG may terminate this Agreement, subject to the provisions of this Agreement.
(c) Premiums, Assessments, and Deductibles - Subrecipient is responsible for any premiums, policy assessment, deductibles, or self-insured retentions contained within its insurance program.
(d) Primary Clause – Any required insurance contained in this Agreement shall be primary, and not excess or contributory, to any other insurance carried by WRCOG or CARB. (e) Insurance Carrier Required Rating – All insurance companies must carry an AM Best rating of at least “A-” with a financial category rating of no lower than VI. If Subrecipient is self-insured for a portion or all of its insurance, review of financial information including a letter of credit may be required.
(f) Endorsements – Any required endorsements requested by CARB must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.
(g) Inadequate Insurance – Inadequate or lack of insurance does not negate Subrecipient’s obligations under this Agreement.
(h) Available Coverages/Limits – All coverage and limits available to the Awardee shall also be available and applicable to WRCOG and to the State.

1.2 Commercial General Liability – Subrecipient shall maintain general liability on an occurrence form with limits not less than $2,000,000 per occurrence for bodily injury and property 658
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damage liability combined with a $5,000,000 annual policy aggregate. The policy shall include coverage for liabilities arising out of premises, operations, products, completed operations, personal and advertising injury, and liability assumed under this Agreement. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to Subrecipient ’s limit of liability. The policy must name “WRCOG, its officers, agents, and employees as additional insured, and State of California and California Air Resources Board, its officers, agents, and employees as additional insured, with respect to liability arising out of work or operations performed by or on behalf of Subrecipient . A blanket additional insured endorsement is not acceptable. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must also be attached to the certificate.

1.3 Automobile Liability - If the Subrecipient will be using vehicles to complete the Project or driving a vehicle onto State property, automobile liability insurance is required. For vehicles used in a CARB-funded shared mobility services (e.g., electric bikes and scooters, carshare vehicles, shuttles, and buses), the Subrecipient shall maintain motor vehicle liability with limits of not less than a $5,000,000 per accident. For any other vehicle that is not used in a CARBfunded shared mobility service (e.g., vehicles used for project planning, rebalancing, maintenance, marketing, outreach, or driving to events), the Subrecipient shall maintain motor vehicle liability with limits of not less than $2,000,000 per accident. Such insurance shall cover liability arising out of a motor vehicle including owned, hired, and non-owned motor vehicles. At the request of CARB, the Subrecipient must show proof of automobile liability. For any work or activity performed or carried out in whole or in part using CARB Grant Funds or to carry out any term or condition of this Grant Agreement, each insurance policy must name “WRCOG, its officers, agents, and employees and the State of California, the California Air Resources Board, and each of its and their officers, agents, and employees as additional insureds” with respect to liability arising out of work or operations performed by or on behalf of Subrecipient. A blanket additional insured endorsement is not acceptable. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must also be attached to the certificate.

1.4 Workers Compensation and Employers Liability – Subrecipient shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of work under this Agreement. In addition, employer’s liability limits of $1,000,000 are required. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must be attached to certificate. The policy must name “WRCOG, its officers, agents, and employees as additional insured, and State of California and California Air Resources Board, its officers, agents, and employees as additional insured, with respect to liability arising out of work or operations performed by or on behalf of Subrecipient.” A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must be attached to the certificate.

1.5 Cyber Liability - Cyber Liability coverage, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as undertaken by Subrecipient under this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response 659
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costs as well as regulatory fines and penalties. For any work or activity performed or carried out in whole or in part using Grant Funds or to carry out any term or condition of this Grant Agreement, each insurance policy must name “WRCOG, its officers, agents, and employees and the State of California, the California Air Resources Board, and each of its and their officers, agents, and employees as additional insureds” by an endorsement that states the names exactly as stated above in this Grant Agreement. A blanket additional insured endorsement is not acceptable. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must also be attached to the certificate.

1.6 Professional Liability (Errors and Omissions) - Insurance appropriate to the Subrecipient’s profession, with limit no less than $2,000,000 per occurrence or claim, $5,000,000 aggregate. For any work or activity performed or carried out in whole or in part using Grant Funds or to carry out any term or condition of this Grant Agreement, each insurance policy must name “WRCOG, its officers, agents, and employees and the State of California, the California Air Resources Board, and each of its and their officers, agents, and employees as additional insureds” by an endorsement that states the names exactly as stated above in this Grant Agreement. A blanket additional insured endorsement is not acceptable. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must also be attached to the certificate.

1.7 Self-insurance – If Subrecipient has elected to be self-insured it must receive approval of its self-insurance program from the DGS Office of Risk and Insurance Management (ORIM). To obtain ORIM approval, the Grantee must submit the following documents to ORIM. (a) Workers’ Compensation – Subrecipient will provide a copy of its Certificate of Consent to Self-Insure from the Department of Industrial Relations. (b) All Other – The Subrecipient’s Risk Manager, or comparable position holder, shall provide a written description of the plan including what is covered, what is not covered, identify the financial limits of the plan, and identify the source of funds for financing the plan.
(i) Provide the firm’s most recent audited annual financial statement including all accounting letters. The report must show the firm’s owner’s equity of at least $5,000,000 and annual profit of at least $500,000.
(ii) Provide a signed written statement from the firm’s CPA confirming the annual net profit for each of the prior 4 years has been at least $500,000. 660
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20323.00160\42638403.2

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

CEC ZERO-EMISSION VEHICLE INFRASTRUCTURE

RECITALS
A. On [***INSERT DATE***], WRCOG entered into a Grant Agreement, dated [***INSERT DATE***] (the “Grant Agreement”) with the California Energy Commission (“CEC”).

B. The purpose of the grant from CEC is to allow WRCOG to support the deployment of zero-emission vehicles and infrastructure throughout Western Riverside County.

C. Subrecipient desires to CEC grant funds in order to purchase and install electric vehicle charging infrastructure to support deployment of zero-emission vehicles in the City fleet.

D. The purpose of this Agreement is to outline the rights and responsibilities of Subrecipient and ensure compliance with CEC guidelines.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by WRCOG and Subrecipient as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein.

2. Term and Termination.
(a) Term. This Agreement shall commence on the Effective Date and continue through March 15, 2027, unless the Agreement is previously terminated as provided for herein (“Term”)
(b) Termination. WRCOG may terminate or suspend this Agreement, in whole or in part by providing written notice to the other Party at least thirty (30) days prior to the effective date of termination, with or without cause. In cases of an emergency or a breach of this Agreement, this Agreement may be terminated immediately. (c) Budget Contingency Clause. It is mutually agreed that this Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the work identified in the 661
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Scope of Work. In this event, the CEC and/or WRCOG shall have no liability to pay any funds whatsoever to the Subrecipient or to furnish any other consideration under this Agreement, and the Subrecipient shall not be obligated to perform any provisions of this Agreement.

If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the CEC and/or WRCOG shall have the option to either: 1) cancel this Agreement with no liability occurring to the CEC and/or WRCOG; or 2) offer an Agreement Amendment to the Subrecipient to reflect the reduced amount.

3. Subrecipient Implementation of Project .
(a) Project. Subrecipient agrees to provide the services more particularly described in Exhibit “A”, attached hereto to this Agreement and incorporated herein by this reference (the “Project”). The Project shall not be modified without the written consent of both Parties.

Subrecipient agrees that any funds provided by WRCOG under this Agreement will be expended only for the purposes and programs described in this Agreement. (b) Period of Performance. Subrecipient shall complete all the specified services during the period of performance outlined in Exhibit “A”. (c) Standard of Performance. Subrecipient, its subcontractors and their employees, in the performance of Subrecipient’s work under this Agreement shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Subrecipient’s field. Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re-performance of the work, as directed by CEC, shall be borne in total by the Subrecipient and not the CEC or WRCOG. The failure of a project to achieve the performance goals and objectives stated in Exhibit “A” is not a basis for requesting re-performance unless the work conducted by Subrecipient and/or its subcontractors is deemed by the CEC and/or WRCOG to have failed the foregoing standard of performance (i) In the event Subrecipient/subcontractor fails to perform in accordance with the above standard:
(1) Subrecipient/subcontractor will re-perform, at its own expense, any task which was not performed to the reasonable satisfaction of the CEC and/or WRCOG. Any work re-performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved. Recipient/subcontractor shall work any overtime required to meet the deadline for the task at no additional cost to the CEC; (2) The CEC and/or WRCOG shall provide a new schedule for the reperformance of any task pursuant to this paragraph in the event that re-performance of a task within the original time limitations is not feasible; and (3) The CEC and/or WRCOG shall have the option to direct Subrecipient/subcontractor not to re-perform any task which was not performed to the reasonable satisfaction of the CEC and/or WRCOG pursuant to application of (a) and (b) above. In the event the CEC and/or WRCOG directs Subrecipient/subcontractor not to re-perform a task, the CEC/WRCOG and Subrecipient shall negotiate a reasonable settlement for satisfactory work 662
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performed. No previous payment shall be considered a waiver of the CEC and/or WRCOG’s right to reimbursement.
(ii) Nothing contained in this Section is intended to limit any of the rights or remedies which the CEC and/or WRCOG may have under law. (d) Disbursements and Accounting.
(i) Disbursements. WRCOG, will reimburse the work of Subrecipient, pursuant to requirements of the Grant Agreement, in an amount not to exceed $44,085.00, (the “Grant Funds”) in conformity with the following procedure:
(1) Submission of Disbursement Requests. Subrecipient shall submit electronically to WRCOG, a Disbursement Request containing an itemized statement of costs expended by Subrecipient for the Project. The itemized statement of costs and backup documentation shall include:
a. Receipts or invoices for direct expenses incurred, such as printed materials, advertising costs, room rental fees, and purchase of data collection devices. b. Subrecipient shall submit the Disbursement Requests no more frequently than monthly and no less frequently than quarterly and shall submit them in accordance with the timeline provided by WRCOG so that WRCOG can coordinate submission of invoices and progress reporting to CEC by required deadlines. c. Subrecipient shall certify to WRCOG for each
Disbursement Request that to the best of its knowledge such Disbursement will not constitute any violation of either the provisions of the Grant Agreement or law, and that Subrecipient will use the Disbursement as indicated in the Disbursement Request. (2) Within five (5) business days of the receipt of an invoice and accompanying certification, WRCOG shall notify Subrecipient as to what, if any, additional supporting documents it requires.
(3) Within the first week of the following month after receipt of invoice that complies with all applicable regulations, WRCOG shall: (i) disburse as much of the requested funding as it reasonably believes it can disburse without violating the terms of either the grant or of applicable regulations; and shall (ii) notify Subrecipient as to why it reasonably believes that it is unable to disburse some or all requested funds. (ii) WRCOG shall have no liability to Subrecipient for any refusal to disburse funds so long as WRCOG has a good faith and reasonable belief that such Disbursement would constitute a violation of the terms of the Grant Agreement or law, such as: a milestone has not been accomplished or documented; a required deliverable has not been provided; claimed expenses are not documented, not valid per the budget, or not reasonable. (iii) Payment (Recapture) on Demand. Subrecipient represents, warrants, and agrees that upon notification by WRCOG or its authorized representative of an overpayment, a 663
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wrongful payment, or a violation of or failure to comply with any of the grant or subgrant agreement, contract, voucher or program requirements or obligations, Subrecipient will, without challenge or delay, remit to WRCOG or its authorized representative the requested amount within 60 calendar days from the date of issuance of said notice. (e) Compliance with Laws/Permits. Subrecipient shall, in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents and employees to comply with the Grant Agreement, all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees. Without limiting the generality of the foregoing, Subrecipient, at its sole cost and expense, shall obtain any and all permits which may be required by any law, regulation or ordinance for any activities Subrecipient desires to conduct or have conducted pursuant to this Agreement.
(f) Equipment. Equipment is defined as having a useful life of at least one year, having an acquisition unit cost of at least $5,000, and purchased with CEC funds. Equipment means any products, objects, machinery, apparatus, implements or tools purchased, used or constructed within the Project, including those products, objects, machinery, apparatus, implements or tools from which over thirty percent (30%) of the equipment is composed of materials purchased for the Project. For purposes of determining depreciated value of equipment used in the Agreement, the Project shall terminate at the end of the normal useful life of the equipment purchased, funded and/or developed with CEC funds. The CEC may determine the normal useful life of such equipment. Title to equipment acquired by the Subrecipient with grant funds shall vest in the Subrecipient. The Subrecipient shall use the equipment in the project or program for which it was acquired as long as needed, whether or not the project or program continues to be supported by grant funds, and the Subrecipient shall not encumber the property without WRCOG and/or CEC approval. When no longer needed for the original project or program, the Subrecipient shall contact WRCOG and/or CEC for disposition instructions. (g) Payment of Prevailing Wages. Projects that receive an award of public funds from the CEC often involve construction, alteration, demolition, installation, repair or maintenance work over $1,000. Accordingly, the CEC assumes that all projects it funds are public works. Projects deemed to be public works require among other things the payment of prevailing wages.
(i) By accepting this Agreement, Subrecipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, Subrecipient must either:
(1) Proceed on the assumption that the project is a public work and ensure that:
requirements; and
a. prevailing wages are paid; and
b. the project budget for labor reflects these prevailing wage 664
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c. the project complies with all other requirements of
prevailing wage law including but not limited to keeping accurate payroll records, and complying with all working hour requirements and apprenticeship obligations; (2) Timely obtain a legally binding determination from DIR or a court of competent jurisdiction before work begins on the project that the proposed project is not a public work.
(ii) If the Subrecipient does not timely obtain a binding determination from DIR or a court of competent jurisdiction that the project is not a public work, before this Agreement from the CEC is executed, the Subrecipient shall assume that the project is a public work and that payment of prevailing wages is required and shall pay prevailing wages unless and until such time as the project is subsequently determined to not be a public work by DIR or a court of competent jurisdiction.
(iii) Subcontractors and Flow-down Requirements. Subrecipient shall ensure that its subcontractors, if any, also comply with above requirements with respect to public works/prevailing wage. Subrecipient shall ensure that all agreements with its contractors/subcontractors to perform work related to this Project contain the above terms regarding payment of prevailing wages on public works projects. Subrecipient shall be responsible for any failure of Subrecipient’s subcontractors to comply with California prevailing wage and public works laws.
(iv) Indemnification and Breach. Any failure of Subrecipient or its subcontractors to comply with the above requirements shall constitute a breach of this Agreement that excuses WRCOG’s performance of this Agreement at WRCOG’s option, and shall be at Subrecipient’s sole risk. In such a case, WRCOG may refuse payment to Subrecipient of any amount under this Agreement and WRCOG shall be released, at its option, from any further performance of this award or any portion thereof. By accepting this Agreement, and as a material term of this Agreement, Subrecipient agrees to indemnify the WRCOG and the CEC and hold WRCOG and the CEC harmless for any and all financial consequences arising out of or resulting from the failure of Subrecipient and/or any of Subrecipient’s subcontractors to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law. (v) Budget. Subrecipient’s budget on public works projects must indicate which job classifications are subject to prevailing wage. For detailed information about prevailing wage and the process to determine if the proposed project is a public work, Subrecipient may wish to contact the California Department of Industrial Relations (DIR) or a qualified labor attorney of their choice for guidance.
(vi) Certification. Subrecipient shall certify that (1) prevailing wages were paid to eligible workers who provided labor for work covered by the payment request and that the Subrecipient and all contractors and subcontractors otherwise complied with all California prevailing wage laws, or (2) that the project is not a public work requiring the payment of prevailing wages. In the latter case, Subrecipient shall provide competent proof of a DIR or court determination that the project is not a public work requiring the payment of prevailing wages.

Prior to the release of any retained funds under this Agreement, the Subrecipient shall submit the 665
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above-described certificate signed by the Subrecipient and all contractors and subcontractors performing public works activities on the project. Absent such certificate, Subrecipient shall have no right to any funds under this Agreement, and WRCOG shall be relieved of any obligation to pay said funds.

4. Fiscal Accounting Requirements.
(a) Accounting and Financial Methods. The Subrecipient shall establish a separate ledger account or fund for receipt and disbursement of CEC funds for each project funded by the CEC. Expenditure details must be maintained in accordance with the approved budget details using appropriate accounting practices.
(b) Retention of Records. The Subrecipient shall retain all project records (including financial records, progress reports, and payment requests) for a minimum of three (3) years after the final payment has been received or three years after the federal grant term, whichever is later, unless otherwise specified in the funding Agreement. Records for nonexpendable personal property acquired with grant funds shall be retained for three years after its final disposition or three years after the federal grant term, whichever is later. (c) Audits. Upon written request from the CEC, the Subrecipient shall provide detailed documentation of all expenses at any time throughout the project. In addition, the Recipient agrees to allow the CEC or any other agency of the State, or their designated representative, upon written request, to have reasonable access to and the right of inspection of all records that pertain to the project during the term of this Agreement and for a period of three (3) years thereafter or three years after the federal grant term, whichever is later, unless the CEC notifies the Recipient, prior to the expiration of such three-year period, that a longer period of record retention is necessary. Further, the Subrecipient agrees to incorporate an audit of this project within any scheduled audits, when specifically requested by the State. Subrecipient agrees to include a similar right to audit in any subcontract. Subrecipient is strongly encouraged to conduct annual audits in accordance with the single audit concept. The Subrecipient should provide two copies of the independent audit report and any resulting comments and correspondence to the CEC within 30 days of the completion of such audits. (d) Supporting Documentation. Subrecipient must submit to WRCOG and maintain substantiating documentation of expenses incurred for technology and implementation costs under this Agreement. WRCOG reserves the right to require Subrecipient to submit itemized invoices (invoices must include enough details to ensure that only eligible costs are paid for), and any other appropriate documentation required by CEC.

5. Contracting and Procurement Procedures.
(a) The Subrecipient is required, where feasible, to employ contracting and procurement practices that promote open competition for all goods and services needed to complete this project. Subrecipient shall obtain price quotes from an adequate number of sources for all subcontracts. WRCOG and the CEC will defer to the Subrecipient’s own regulations and procedures as long as they reflect applicable state and local laws and regulations and are not in conflict with the minimum standards specified in this Agreement. 666
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(b) Upon request, the Subrecipient must submit to the CEC and/or WRCOG a copy of all solicitations for services or products required to carry out the terms of this Agreement and copies of the proposals or bids received. The Subrecipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into under this Agreement.
(c) All subcontracts must incorporate all of the following:
(i) A clear and accurate description of the material, products, or services to be procured as well as a detailed budget and timeline.
(ii) Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate.
(iii) Provisions for termination by the Subrecipient, including termination procedures and the basis for settlement, and language conforming to the “Termination” provision related to Executive Order N-6-22 – Russia Sanctions.

6. Receipt of Confidential Information and Personal Information. (a) For the purposes of this Section, “confidential information” refers to information the CEC has designated as confidential pursuant to Title 20 CCR Section 2505 et seq., information the CEC has otherwise deemed or stated to be confidential, and other information exempt from public disclosure under the provisions of the California Public Records Act or other applicable state or federal laws.
(b) For the purposes of this Section, “personal information” refers to information that meets the definition of “personal information” in California Civil Code section 1798.3(a) or one of the data elements set forth in California Civil Code section 1798.29(g)(1) or (g)(2). Personal information is a type of confidential information and is therefore subject to all requirements for confidential information provided in this Agreement and applicable law. However, there are additional requirements specific to personal information. (c) For the purposes of this Section, “special terms for confidential information” refers to the CEC’s special terms and conditions for the receipt of confidential information and personal information. The CEC’s special terms for confidential information include, but are not limited to, having in place an Information Security Program Plan and obtaining nondisclosure agreements from all individuals who will be provided access to confidential information or personal information.
(d) If the Subrecipient will receive confidential information or personal information from the CEC or a third-party for the performance of this Agreement, the Recipient must first agree to and comply with the CEC’s special terms for confidential information. (e) If any other individual or entity participating in any way with this Agreement, including but not limited to subcontractors, subawardees, vendors, and other project partners, will receive confidential information or personal information from the CEC or a third-party for 667
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the performance of this Agreement, that individual or entity must first agree to and comply with the CEC’s special terms for confidential information. The Subrecipient must flow-down the CEC’s special terms for confidential information into each subcontract, subaward, vendor agreement, or other project partner agreement that will be provided access to confidential information or personal information before the individual or entity has access to any such information. Subrecipient must also require all individuals and entities to flow-down this Section to any lower tier subcontractors, subawardees, vendors, project partners, and other individual or entity participating in any way with this Agreement that will be provided access to Confidential Information or Personal Information before the individual or entity has access to any such information.
(f) Except as provided in Title 20 CCR Sections 2506, 2507, and 2508, and the CEC’s special terms for confidential information, Recipient or any other individual or entity participating in any way with this Agreement may not disclose any information provided to it by the CEC or a third party for the performance of this Agreement if the information has been designated as confidential or is the subject of a pending application for confidential designation.

7. Site Visits. WRCOG, the CEC and/or its designees have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Subrecipient must provide and must require subcontractors to provide reasonable facilities and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

8. Breach of Agreement.
(a) Non-performance (Breach) Provisions. Subrecipient agrees that the following is a non-exhaustive list of the circumstances that constitute non-performance (breach) under this Agreement. These circumstances will be solely determined by WRCOG and include, but are not limited to:
(i) Failure to comply with any of the provisions of the Agreement or Grant Agreement, including Exhibits.
(ii) Failure to obligate or expend Grant Funds within established timelines, or failure to show timely interim progress to meet these timelines. (iii) Insufficient performance or widespread deficiencies with Grant Fund or Project oversight, enforcement, recordkeeping, contracting, inspections, or any other duties. (iv) Misuse of Grant Funds.
(v) Funding of ineligible activities or other items.
(vi) Exceeding the allowable Grant Fund allotment on an itemized or other basis.
(vii) Insufficient, incomplete, or faulty documentation. 668
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(viii) Failure to provide required documentation or reports requested by WRCOG, CEC, or other State agencies, in a timely manner. (ix) Poor performance as determined by a review or fiscal audit. (b) Additional Remedies. In addition to any other requirements and remedies set out elsewhere in this Agreement, upon request by WRCOG, Subrecipient will also perform as follows:
(i) Within 14 calendar days of any request, timely develop and implement a corrective action plan.
(ii) Immediately cease all work and spending, and notify all employees, representatives, agents, officers, and affiliates to immediately cease all work and spending. (iii) Upon termination of this Agreement or upon issuance of the termination notice (whichever occurs sooner), Subrecipient shall immediately turn over all remaining Grant Funds in its possession or control and all records, personally identifiable information (“PII”), documents, information and data relating to performance, accounting, administration, contracting and management of the Grant Funds and the Project, as well as any other materials requested by WRCOG or as otherwise required by any of the provisions of this Agreement. WRCOG, at its sole discretion, may elect to have any or all of the funding, documentation, and other property transferred to another designee.
(iv) Unless otherwise directed in writing by WRCOG, upon termination of this Agreement or upon issuance of the termination notice (whichever occurs sooner), Subrecipient shall immediately cease all work, and cease all expenditure of Grant Funds. (c) Reservation of Rights. Nothing stated herein above in any way limits, prevents, or precludes the CEC or WRCOG from taking any enforcement action, exercising any police power, or prosecuting any violation of law against Subrecipient, its employees, officers, agents, assigns, representatives, contractors, subcontractors, affiliates, grantees, sub awardees, subgrantees, or any third parties.

9. Conflict of Interest. By entering into this Agreement, Subrecipient certifies, represents and warrants that he, she, it is in compliance with all applicable State and federal conflict of interest laws on the date said grant, award, contract, subcontract, agreement or voucher (as applicable) is signed and shall remain in compliance with all such laws for a period of five (5) consecutive years following receipt of any and all funding amounts on a rolling continuous basis.

The Subrecipient acknowledges, understands, and accepts that the nature and extent of any actual, apparent, or potential conflict of interest may be a basis for disqualification from receiving any funds.

10. Indemnification. To the fullest extent permitted by law, Subrecipient, its contractors, consultants, subcontractors, subconsultants, materialmen, suppliers, workers, successors, volunteers, and assigns (collectively, the “Subrecipient Parties”) shall, and hereby does, agree to indemnify, defend, and hold harmless WRCOG and CEC; and their respective elected and appointed officials, officers, directors, employees, agents, volunteers, successors, representatives, 669
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and assigns (collectively, the “Grantor Parties”), from and against all damages, claims, liabilities, settlements, penalties, fines, costs, expenses, losses, or attorney and consultant fees and costs (collectively “Damages”) incurred by WRCOG and CEC to the extent that the same arise or result from or are caused by the acts or omissions of the Subrecipient Parties in connection with the Project and/or in connection with the exercise of any other rights granted by this Agreement.

Subrecipient indemnification obligations herein shall include, but are not limited to, the following: 1) any and all claims under workers’ compensation acts and other employee benefit acts with respect to Subrecipient’s employees/volunteers or Subrecipient’s employees arising out of the Project, 2) liability for damages for death or bodily injury to person, (3) injury to, loss or theft of property; and 3) any failure or alleged failure to comply with any provision of law.

11. Insurance. Subrecipient shall comply with the insurance provisions attached hereto as Exhibit “B” and incorporated herein by this reference.

12. Additional Grant Requirements.
(a) Assembly Bill 841 (2020). Subrecipient as a material term of this Agreement shall be fully responsible for complying with this section. AB 841 (Ting, 2020) added Public Utilities Code (PUC) section 740.20, which requires Electric Vehicle Infrastructure Training Program (EVITP) certification to install electric vehicle charging infrastructure and equipment for work performed on or after January 1, 2022, subject to certain exceptions. As a policy matter, the CEC is applying the EVITP certification requirements to project work funded under this Agreement, regardless of whether it might be performed prior to January 1, 2022, unless an exception applies.
(i) Applying PUC 740.20 EVITP requirements to this Agreement means that all electric vehicle charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one electrician on each crew, at any given time, who holds an EVITP certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One member of each crew may be both the contractor and an EVITP certified electrician. The requirements stated in this paragraph do not apply to any of the following:
(1) Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility. (2) Electric vehicle charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Subarticle 7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations).
(3) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.
(b) Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia 670
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and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the CEC or WRCOG determine Subrecipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. Subrecipient shall be provided at least 30 calendar days advance written notice of such termination, to allow Subrecipient to provide a written response. Termination shall be at the sole discretion of the WRCOG or the CEC.
(c) Nondiscrimination Statement of Compliance. During the performance of this Agreement, Subrecipient and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave.

Subrecipient and its subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment.

Recipient and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Sections 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part of it as if set forth in full. Subrecipient and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. The Subrecipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement, (d) Drug-Free Workplace Certification. By signing this Agreement, the Subrecipient hereby certifies under penalty of perjury under the laws of the State of California that the Subrecipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions:
(i) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations as required by Government Code Section 8355(a)(1).
(ii) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
(1) The dangers of drug abuse in the workplace;
(2) The person's or organization's policy of maintaining a drug-free workplace;
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programs; and
violations.
(3) Any available counseling, rehabilitation, and employee assistance (4) Penalties that may be imposed upon employees for drug abuse (iii) Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed project:
(1) Will receive a copy of the company's drug-free policy statement; (2) Will agree to abide by the terms of the company's statement as a condition of employment on the project.
(iv) Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both, and the Subrecipient may be ineligible for any future State awards if the CEC and/or WRCOG determines that any of the following has occurred: (1) the Subrecipient has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above. (e) Child Support Compliance Act. For any Agreement in excess of $100,000, the Subrecipient acknowledges that:
(i) It recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
(ii) To the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. (f) Americans with Disabilities Act. By signing this Agreement, Subrecipient assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disability, as well as applicable regulations and guidelines issued pursuant to the ADA.

13. Miscellaneous Provisions.
(a) Conflict with Grant Agreement. In the event of an inconsistency between this Agreement and the Grant Agreement, the terms of the Grant Agreement shall control. (b) Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. (c) Assignment. Subrecipient shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of WRCOG and CEC, 672
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which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

All notices, demands and communications shall be sent, as follows:

To WRCOG: To Subrecipient:

Western Riverside Council of
Governments
3390 University Avenue, Suite #450
Riverside, CA 92501
Attn: [***INSERT NAME***]
[***INSERT NAME***]
[***INSERT ADDRESS***]
Attn: [***INSERT***]
Notices shall be deemed effective upon receipt or with respect to electronic transmission, upon receipt of written verification from the receiving party. (g) Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
(h) Laws and Regulations. Each Party shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of this Agreement, and shall give all notices required by law. Each Party shall be liable for all violations of such laws and regulations in connection with this Agreement. (i) Third Party Beneficiary. Subrecipient acknowledges, accepts, and agrees that the State of California, acting by and through the CEC, is an intended third-party beneficiary to any 673
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and all agreements, vouchers, contracts, subcontracts, awards, and grants with WRCOG where any CEC-provided funds are used or applied to pay or reimburse Subrecipient. (j) Relationship of Parties. The Parties agree and intend that the Parties are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them. (k) Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Riverside County, California. (l) Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Either Parties’ consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. (m) Survival. Subrecipient acknowledges, agrees, and accepts that those terms, conditions, provisions, and exhibits which by their nature should survive termination, cancellation or expiration of the grant, award, contract, voucher, subcontract, or agreement, shall so survive, including but not limited to those sections and provisions pertaining to indemnity, recordkeeping, audit, third party beneficiary status, return or recapture of funds, data security, insurance, confidentiality, and the general provisions. (n) Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
(o) Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
(p) Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. (q) Authorized Signature. The Subrecipient agrees and acknowledges that it has signed or has authorized the signing of the grant, award, contract, subcontract and/or agreement with WRCOG, and by doing so hereby declares under penalty of perjury, under the laws of the State of California, that all statements and responses made in said grant, award, contract, subcontract and/or agreement are true and correct, with full knowledge that all statements and responses are subject to investigation and that any incomplete, unclear, false, or dishonest 674
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response may be grounds for disqualification from receiving any existing or further funding or participating in any programs or projects using the CEC-provided or WRCOG-provided funds, or from doing business with the State of California or WRCOG. Subrecipient acknowledges, understands, and accepts that by providing or making any false statements or providing false information, the Subrecipient may be in a violation of the California False Claims Act (Government Code Section 12650 et seq.). Subrecipient certifies, represents, and warrants that the individual signing on its, his or her behalf herein below is an authorized representative of Subrecipient with full power and legal authority to sign below and by said signature Subrecipient is bound to and will comply with all terms, conditions and obligations set forth in this agreement, grant, voucher, application and/or contract, as applicable.. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
TO

WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS

CEC ZERO-EMISSION VEHICLE INFRASTRUCTURE

SUBRECIPIENT AGREEMENT
IN WITNESS WHEREOF, the Parties hereby have made and executed this Agreement as of the date first written above.

WESTERN RIVERSIDE COUNCIL [***INSERT NAME***]

OF GOVERNMENTS
By: By:

Dr. Kurt Wilson [***INSERT NAME***]
Executive Director [***INSERT POSITION***]
APPROVED AS TO FORM: ATTEST:

By: By:

Best Best & Krieger LLP
General Counsel
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EXHIBIT “A”

DESCRIPTION OF PROJECT
The subrecipient will purchase and install four (4) level 2 EV charging stations at the City facilities indicated below. The Project will facilitate clean EV charging for City of Banning vehicles. The City will utilize the new charging stations to charge the vehicles proposed as part of this grant opportunity.

City of Banning City Yard
176 E Lincoln St, Banning, CA 92220
Item Total Cost Grant Funds Match Funds
Level 2 Chargers (4) $8,340.00 $2,085.00 $6,255.00
DC Fast Charger $42,000.00 $42,000.00 $0
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EXHIBIT “B”

INSURANCE
Subrecipient shall not commence the Project described by this Agreement until it has provided evidence satisfactory to WRCOG that it has secured all insurance required under this section, in a form and with insurance companies acceptable to WRCOG. In addition, Subrecipient shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to WRCOG that the subcontractor has secured all insurance required under this section.

1. Minimum Requirements. Subrecipient shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Subrecipient, its agents, representatives, employees or subcontractors. Subrecipient shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Subrecipient shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

2. Professional Liability. Subrecipient shall procure and maintain, and require its subconsultants to procure and maintain, for a period of five (5) years following completion of the Services, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $2,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Subrecipient. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
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3. Insurance Endorsements. The insurance policies shall contain the following provisions, or Subrecipient shall provide endorsements on forms supplied or approved by WRCOG to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage.
(ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. (iii) The policy shall give WRCOG, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from WRCOG’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage.
(B) Automobile Liability.
(i) The automobile liability policy shall be endorsed to state that: (1) WRCOG, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Subrecipient or for which the Subrecipient is responsible; and (2) the insurance coverage shall be primary insurance as respects WRCOG, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Subrecipient’s scheduled underlying coverage. Any insurance or self-insurance maintained by WRCOG, its directors, officials, officers, employees, agents and volunteers shall be excess of the Subrecipient’s insurance and shall not be called upon to contribute with it in any way.
(C) Workers’ Compensation and Employers Liability Coverage. (i) Subrecipient certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
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(ii) The insurer shall agree to waive all rights of subrogation against WRCOG, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Subrecipient. (D) All Coverages.
(i) Defense costs shall be payable in addition to the limits set forth hereunder.
(ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to WRCOG, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of WRCOG (if agreed to in a written contract or agreement) before WRCOG’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Subrecipient shall provide WRCOG at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Subrecipient shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Subrecipient shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to WRCOG at least ten (10) days prior to the effective date of cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Subrecipient shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Subrecipient shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Subrecipient, and any approval of said insurance by WRCOG, is not 680
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intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Subrecipient pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, WRCOG has the right but not the duty to obtain the insurance it deems necessary and any premium paid by WRCOG will be promptly reimbursed by Subrecipient or WRCOG will withhold amounts sufficient to pay premium from Subrecipient payments. In the alternative, WRCOG may cancel this Agreement. WRCOG may require the Subrecipient to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither WRCOG nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement.

4. Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to WRCOG, its directors, officials, officers, employees, agents and volunteers.

5. Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by WRCOG. Subrecipient shall guarantee that, at the option of WRCOG, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects WRCOG, its directors, officials, officers, employees, agents and volunteers; or (2) the Subrecipient shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

6. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to WRCOG.

7. Verification of Coverage. Subrecipient shall furnish WRCOG with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to WRCOG. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by WRCOG if requested. All certificates and endorsements must be received and approved by WRCOG before work commences. WRCOG reserves the right to require complete, certified copies of all required insurance policies, at any time.

8. Subconsultant Insurance Requirements. Subrecipient shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to WRCOG that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name WRCOG as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Subrecipient, 681
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WRCOG may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Stephanie Sirls, Transit Manager
Art Vela, Director of Public Works
MEETING DATE: January 14, 2025
SUBJECT: Consideration of Approving Amendment No. 2 to the Renewable Natural Gas Supply Agreement with AmpRenew Offtake I, LLC
RECOMMENDATION:

Approve Amendment No. 2.

BACKGROUND:

The Low Carbon Fuel Standard (LCFS) is a key part of a comprehensive set of programs in California to cut Green House Gas emissions and other smog-forming and toxic air pollutants by improving vehicle technology, reducing fuel consumption, and increasing transportation mobility options. The LCFS is designed to decrease the carbon intensity (Cl) of California's transportation fuel pool and provide an increasing range of low-carbon and renewable alternatives, which reduce petroleum dependency and achieve air quality benefits.

Fuels in the California transportation fuel pool that have a Cl lower than the target established by the California Air Resource Board (CARB) generate LCFS credits. Those fuels in the transportation fuel pool with CIs higher than the target generate fuel deficits. A fuel producer with deficits must have enough credits through generation and acquisition to be in annual compliance with LCFS. Credit owners have the option of selling or trading their credits with other deficit holders.

Amp Americas II, LLC (“Amp”) is the parent company of AmpRenew. Founded in 2011, Amp is an American-owned developer, owner, and operator of facilities that convert dairy waste into carbon negative Renewable Natural Gas (RNG). Amp registered the first several dairy RNG projects certified by the U.S. Environmental Protection Agency’s Renewable Fuel Standard Program (“RFS”) to generate D3 RINs and the first several dairy RNG projects certified by CARB’s LCFS.

Amp currently manages one of the largest portfolios of dairy RNG projects in the U.S. and supplies RNG to heavy duty truck and bus fleets throughout California.

AmpRenew, a marketing entity of Amp, provides environmental attributes and gas marketing services for biogas operations across the country.

JUSTIFICATION:

The City of Banning (“City”) owns and operates a compressed natural gas (CNG) fueling facility, which delivers RNG.

City Council authorized the City to enter into an agreement with AmpRenew on January 12, 2021. In its 683
current partnership with AmpRenew, both entities mutually benefit from RIN and LCFS credits generated by reducing California’s GHG emissions. City Council authorized the City to enter into the related Amendment No. 1 to the RNG Supply Agreement with AmpRenew on November 12th , 2024 (“Amendment No. 1”).

Amendment No. 1 increased the City’s share of RIN and LCFS credits, which helps offset the City’s current cost of purchasing natural gas and added language necessary to comply with the EPA’s Renewable Fuel Standard (RFS) Biogas Regulatory Reform Rule (“BRRR”) (40 CFR §80). If approved, Amendment No. 2 will clarify that compliance with BRRR is effective as of January 1, 2025, and adds gas-sale protocol language
FISCAL IMPACT:

Over the past three fiscal years the City received $ 51,694 in RIN/LCFS credits related to the AmpRenew Agreement, which covered approximately 14% of the City's natural gas purchases for it's CNG fueling facility during that same period. Staff estimated that Amendment No. 1 could approximately double the City credits. Amendment No. 2 is necessary to ensure that staff's revenue estimates are possible.

ALTERNATIVES:

Do not approve the amendment to the Renewable Natural Gas Agreement with AmpRenew and provide alternative direction to staff.

BUDGETED?:

No
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Amp-Banning 2nd Amendment to RNG Supply Agreement.docx

2. City of Banning RNG Supply Agreement vF (Fully Executed).pdf

3. 2024 12 13 City of Banning - Amp 1st Amendment_executed.pdf 684

SECOND AMENDMENT TO

RNG SUPPLY AGREEMENT
This Second Amendment to RNG Supply Agreement (“Second Amendment”) is effective January 1, 2025 (“Effective Date”), by and between ampRenew Offtake I LLC (“Provider”) and City of Banning (“Dispenser”). Provider and Dispenser are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, Provider and Dispenser are parties to that certain RNG Supply Agreement dated March 15, 2021, together with that certain No. 1 First Amendment to RNG Supply Agreement dated November 12, 2024 (collectively, the “Agreement”); WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meaning attributed to the same in the Agreement; and
WHEREAS, the Parties desire to amend the Agreement upon the terms and conditions herein set forth.

AMENDMENT AND AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree to amend the Agreement as follows:

1. Article 3.0. Article 3.0 is hereby amended by, in the fourth line, replacing “November 12, 2024” with “January 1, 2025.”

2. Article 3.3, Gas Sale Protocol. Article 3.3 is hereby deleted in its entirety and replaced with the following:
“3.3 Gas-Sale Protocol. The Parties agree Dispenser will receive the Green Attributes from Provider bundled with natural gas deemed to have been delivered by Provider and received by Dispenser. Additionally, the Parties agree Dispenser will be deemed to have delivered to Provider an equivalent quantity of natural gas at the Delivery Point and pursuant to same terms and conditions applicable to the natural gas delivered by Provider. Dispenser shall retain the Green Attributes to be coupled with its use of natural gas as Vehicle Fuel.”

3. Article 3.11, Further Assurances. Article 3.11 is hereby deleted in its entirety and replaced with the following:
“3.11 Further Assurances. Each Party will provide the other Party such cooperation, additional documentation, certifications or other information as may be reasonably necessary: (i) to carry out the purposes of this Agreement (including pursuant to any audit of this Agreement by a third party), (ii) in order for title to the conveyed Green Attributes to vest as appropriate, and (iii) to ensure timely credit generation within any permitted regulatory credit generation account.”
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4. Miscellaneous. This Second Amendment and the Agreement contains all of the representations, understandings and agreements of the Parties with respect to matters contained herein. To the extent that the terms and conditions of this Second Amendment modify or conflict with any provisions of the Agreement, including prior addenda, schedules and exhibits, the terms of this Second Amendment shall control. All other terms of the Agreement, including all prior addenda, schedules and exhibits, not modified by this Second Amendment shall remain the same.

Each Party represents that the individual executing this Second Amendment on behalf of such Party is duly authorized to execute this Second Amendment on behalf of such Party as the case may be; that all corporate, partnership, trust or other action necessary for such Party to execute and perform the terms of this Second Amendment have been duly taken by such Party; and that no other signature and/or authorization is necessary for such Party to enter into and perform the terms of this Second Amendment. The Parties acknowledge the truthfulness of the foregoing Recitals, which are hereby incorporated into this Second Amendment. This Second Amendment may be executed in one or more counterparts, each of which counterparts shall constitute an original and all of which counterparts together shall constitute one and the same Second Amendment. A copy of a signature shall be deemed an original signature for all purposes.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above.
ampRenew Offtake I LLC City of Banning
By: By:

Name: Ethan Hendricks Name:

Title: SVP RNG Marketing Title:
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Execution Version
Amp Contract ID D-RNG-0091

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RNG SUPPLY AGREEMENT
This RNG Supply Agreement (this “Agreement”) is made and entered into as of March 15, 2021 (the “Execution Date”) by and between ampRenew Offtake I LLC, a Delaware limited liability company (“Provider”) and the City of Banning, a city in Riverside County, California (“Dispenser”). Dispenser and Provider may each be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, Provider is in the business of producing and procuring RNG (and associated Green Attributes) for sale and distribution;
WHEREAS, Dispenser desires to purchase RNG from Provider for delivery and use as vehicle fuel at its gas fueling station located at 176 E. Lincoln Street, Banning, California 92220 (the “CNG Facility”), which has a CNG dispensing capacity of greater than [XXXX] GGE per day;
WHEREAS, each of Provider’s supply sources providing RNG hereunder has enrolled or will enroll in a voluntary Quality Assurance Program (“QAP”) for the generation of RINs; and WHEREAS, each of Provider’s supply sources providing RNG hereunder has enrolled or will enroll in a voluntary Carbon Intensity Program (“CI”) for the generation of LCFS Credits.

NOW THEREFORE, in consideration of the premises and of the agreements set forth hereafter, the sufficiency of such consideration being acknowledged by the Parties, the Parties hereby agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 Definitions. The following terms when used herein will have the meanings set forth below.
“Advanced Biofuel” means a renewable fuel as defined in the RFS program (40 C.F.R. §

80.1401 (2012)).
“Agreement” shall have the meaning set forth in the preamble. “CARB” means the California Air Resources Board or its successor agency and policies established under the California Low Carbon Fuel Standard Regulation (Cal. Code Regs. tit. 17 §§ 95480-90 (2010).) (collectively, the “LCFS”), applying to any fuel that is sold, supplied, or offered for sale in California.
“Cellulosic Biofuel” means a renewable fuel derived from any cellulose, hemi-cellulose or lignin that has lifecycle greenhouse gas emissions that are at least sixty percent (60%) less than the Baseline Lifecycle Greenhouse Gas Emissions (as defined in the RFS program (40 C.F.R. § 80.1401 (2012)).
“CI” shall have the meaning set forth in the foregoing recitals. 687

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“Claims” shall have the meaning set forth in Article 3.12 herein. “CNG Facility” shall have the meaning set forth in the foregoing recitals. “Deliver,” “Delivered,” and “Delivery” shall refer to the action and result of the RNG originating from or procured by Provider being or having been transported to the Delivery Point for use by Dispenser during the Delivery Period.
“Delivery Period” shall have the meaning set forth in Article 3.1 herein. “Delivery Point” means the CNG Facility’s point of interconnection with the local distribution company SoCalGas, meter number 14166153.
“Dispenser” shall have the meaning set forth in the preamble. “Dispenser’s RIN Share” shall have the meaning set forth in Article 3.7 herein. “Dispenser’s LCFS Share” shall have the meaning set forth in Article 3.8 herein. “Effective Date” meansthe earliest date after the Execution Date upon which all conditions precedent, as set forth in Article 2 herein, have been completed. “EMTS” means the EPA Moderated Transaction System or any replacement or successor system designated by the EPA.
“EPA” means the United States Environmental Protection Agency or successive agency overseeing the RFS.
“Execution Date” shall have the meaning set forth in the preamble. “Force Majeure” means any event beyond the Parties’ reasonable control, including but not limited to flood, drought, earthquake, hurricane, unusually severe weather or storms, fire, lightning or other Acts of God; epidemic or pandemic; war; riot; civil disturbance; sabotage; restraint by a Governmental Authority; a failure to obtain required permits or approvals or renewal of same, provided that diligent action was taken to obtain them; or failure or breakdown of machinery, equipment or lines of pipe that was not due to a failure of the affected Party to operate and maintain it in accordance with prudent industry practices.
“Gasoline Gallon Equivalent” or “GGE” means the amount of RNG it takes to equal the energy content of one liquid gallon of gasoline.
“Green Attributes” means any and all environmental attributes associated with the use of RNG as an Advanced Biofuel, Cellulosic Biofuel, low carbon fuel or Alternative Fuel including, without limitation, RINs and LCFS Credits.
“Governmental Authority” means any federal, state, local, or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority.
“Invalidation Event” shall have the meaning set forth in Article 3.16 herein. “LCFS Credit(s)” means credits generated and traded under the LCFS, with each credit equal to one metric tonne of Carbon Dioxide reductions as compared to the baseline CO2 emissions under the Low Carbon Fuel Standard.
“LCFS Existing Credits” means the number of LCFS Credits generated using the CI value of Pathway Code CNGF205 for compressed Gas (i.e., not compressed RNG), which is currently 79.46.
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“LCFS Incremental Credits” means the difference in the number of LCFS Credits generated using a CI value of forty-two (42) and the LCFS Existing Credits. “LRT-CBTS” means “LCFS Reporting Tool and Credit Bank and Transfer System”. “Maximum Dispensing Commitment” means the total volume of CNG dispensed from the CNG Facility as Vehicle Fuel in any given month.
“OPIS Price” means, with respect to RINs, ninety-eight percent (98%) the simple average of the daily price published in the Oil Price Information Service’s (OPIS) Carbon Market Report for D3 RINs (under the “Mean” column) during the applicable calendar month of Delivery and, with respect to LCFS Credits, ninety-eight percent (98%) the simple average of the mid-point of the “Low” and “High” daily prices published in the OPIS Carbon Market Report for LCFS Credits during the applicable calendar quarter of Delivery. “Party(ies)” shall have the meaning set forth in the preamble. “Provider” shall have the meaning set forth in the preamble. “QAP” shall have the meaning set forth in the foregoing recitals. “Renewable Fuel Standard” or “RFS” means the renewable energy program and policies established by the Environmental Protection Agency and published on March 26, 2010 (at 75 Fed. Reg. 14670) and effective July 1, 2010, codified at 40 C.F.R. § 80.1401 et seq. “Renewable Identification Number (RIN)” is a number generated to represent a volume of renewable fuel as defined in Regulation of Fuels and Fuel Additives: Changes to Renewable Fuel Standard Program, 75 Fed. Reg. 16484 (March 26, 2010) (codified at 40 C.F.R. § 80.1425 (2011); 40 C.F.R. § 80.1426 (2012)).
“RNG” means renewable natural gas, also known as pipeline quality natural gas derived from the decomposition of organic matter that meets the RFS eligibility requirements as either an Advanced Biofuel or Cellulosic Biofuel.
“Vehicle Fuel” means compressed natural gas (“CNG”) or liquefied natural gas (“LNG”), which can be derived from RNG, used as transportation fuel, as defined in 40 C.F.R.

80.1401.
“Year” shall mean a period of 365-consecutive days, starting on the Effective Date, with subsequent Years commencing on the anniversary of the Effective Date, except that in leap years, such as 2016 and 2020, a Year will have 366 consecutive days ARTICLE 2 - CONDITIONS PRECEDENT
The following are conditions precedent to the obligations of Provider pursuant to this Agreement. The appropriate Party will use its best efforts to fulfill the conditions precedent as soon as commercially practicable. Upon completion of each condition precedent (or upon waiver thereof by Provider in its sole discretion as provided by law), Provider will provide notice to Dispenser, pursuant to Section 5.10 herein, that the condition has been satisfied.

2.1 Provider’s completion of reasonably satisfactory due diligence on Dispenser and the CNG Facility, as determined in Provider’s sole discretion. Such due diligence shall include verification that the CNG Facility is compliant with the requirements necessary to generate valid Green Attributes.
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2.2 Dispenser providing Provider with true and accurate dispensing data demonstrating a minimum mean average of 500 MMBtu per month dispensed from the CNG Facility over the immediately prior twelve (12) months.

2.3 Provider’s modification of existing agreements with its gas marketers or formation of new agreements, as necessary, to Deliver RNG to the Delivery Point.

2.4 Provider’s successful completion of RFS registration with the EPA to allow for the generation of RINs from the RNG Delivered under this Agreement.

2.5 Provider’s ability to successfully complete the Carbon Intensity registration with CARB to allow for the generation of LCFS Credits from the RNG Delivered under this Agreement.

ARTICLE 3 - SPECIFIC TERMS OF PURCHASE AND SALE
The following terms, conditions and performance standards will govern the obligations of the Parties pursuant to this Agreement:

3.1 Delivery Period. This Agreement will remain in place for five (5) Years from the Effective Date (the “Delivery Period”) unless otherwise terminated on the conditions as provided herein.

3.2 Quantity of RNG; Dispenser’s Termination Right; Monthly Nominations.

3.2.1 Dispenser shall have a firm obligation to dispense RNG from Provider at its CNG Facility on a monthly basis up to the Maximum Dispensing Commitment for such month.

3.2.2 Provider will Deliver RNG as available up to the Maximum Dispensing Commitment but has no firm Delivery obligation.

3.2.3 At least ten (10) days in advance of each month, Dispenser will provide a non-binding indication of anticipated daily CNG dispensing volumes from its CNG Facility for the upcoming month. No later than twenty (20) days after the end of each month, Dispenser will provide the CNG Facility’s actual dispensed CNG volumes for such month together with the applicable gas utility invoice.

3.3 No Natural Gas Deliveries. Dispenser will continue to obtain its supply of natural gas for converting into CNG under its current and/or amended gas marketing agreement(s) with third-party suppliers, it being understood that Deliveries hereunder do not include physical gas delivery. Accordingly, the purchase price for such natural gas shall not be part of this Agreement.

3.4 Provider Performance Obligations. Provider shall provide to Dispenser all information reasonably required and available to Provider in connection with Dispenser’s performance of its obligations under Section 3.5 of this Agreement.

3.5 Dispenser’s Performance Obligations.

3.5.1 Dispenser shall utilize and directly dispense all RNG Delivered by Provider into the tank of a vehicle as Vehicle Fuel and for no other purpose. 690

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3.5.2 Dispenser’s obligation to utilize and dispense RNG Delivered by Provider shall have priority over any other obligation of Dispenser to utilize and dispense RNG from third parties.

3.5.3 Dispenser shall maintain any and all local, state and federal permits, licenses and certifications necessary to operate a CNG station at the Delivery Point in compliance with applicable laws, rules and regulations, whether in existence on the Execution Date or promulgated thereafter at any time and from time to time during the Delivery Period.

3.5.4 Dispenser shall provide affidavits (in such periodic intervals as may be required for compliance with the RFS and LCFS), in the form and substance of Exhibit A attached hereto. Such affidavits may be used by Provider in connection with its initial pathway registrations and subsequent quarterly EPA and CARB compliance filings in support of reporting relative to the respective RINs and LCFS Credits generated from the utilization of the RNG as Vehicle Fuel.

3.5.5 No later than ten (10) business days after a request from Provider, Dispenser will provide any support that Provider may reasonably require under the RFS or LCFS for the generation, separation and sale of RINs or LCFS Credits, including without limitation:
utility bills, affidavits, station tax filings, transaction (including vehicle split) records, and other supporting documentation to ascertain the end use of the RNG Delivered by Provider.

3.6 Green Attributes Associated with RNG. For all RNG Delivered pursuant to this Agreement, Provider represents and warrants to Dispenser that: (i) it has the rights to all Green Attributes associated with such RNG, (ii) such RNG is received from a production facility that produces pipeline quality natural gas, and (iii) such RNG is Delivered to Dispenser in accordance with the requirements of the RFS and the LCFS in order to preserve the Green Attributes.

3.7 RIN Allocations between Dispenser and Provider. Provider or its designated affiliate or upstream supplier shall have the sole right to generate all Green Attributes, including but not limited to RINs and all financial and other benefits associated therewith, for all RNG Delivered to Dispenser. For all RINs generated from RNG Deliveries to Dispenser under this Agreement, Dispenser shall be entitled to receive from Provider two percent (2%) of the OPIS Price for all RINs so generated (“Dispenser’s RIN Share”). Provider shall pay Dispenser’s RIN Share to Dispenser on a monthly basis within twenty (20) business days of delivery of such RINs into Provider’s EMTS account.

3.8 LCFS Allocations between Dispenser and Provider. Provider or its designated affiliate or upstream supplier shall be the Fuel Pathway Holder (as that term is defined in the LCFS) with respect to all RNG delivered hereunder and shall have the sole right to generate all LCFS Credits and all financial and other benefits associated therewith, for all RNG Delivered to Dispenser. For all LCFS Credits generated from RNG Deliveries to Dispenser under this Agreement, (a) Dispenser shall be entitled to receive from Provider one hundred percent (100%) of the LCFS Existing Credits so generated, and (b) Dispenser shall be entitled to receive from Provider twenty-five percent (25%) of the OPIS Price for all LCFS Incremental Credits so generated ((a) and (b) collectively, “Dispenser’s LCFS Share”). Provider shall pay Dispenser’s LCFS Share to Dispenser on a monthly basis within twenty (20) business days of delivery of such LCFS Credits into Provider’s LRT-CBTS account.
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3.9 LCFS Existing Credits for Dispensed Natural Gas. Provider shall have no rights or any financial or other benefits to LCFS Existing Credits generated from natural gas dispensed by Dispenser that is not RNG Delivered by Provider at the Delivery Point. Provider shall not be responsible for generating or marketing any such LCFS Existing Credits. If Dispenser, at its sole option, determines to generate any such LCFS Existing Credits, it shall first obtain Provider’s specific written approval for all CARB filings affiliated therewith, the delivery of which shall not be conditioned, delayed or unreasonably withheld, to ensure alignment of all LCFS Credit filings for the CNG Facility.

3.10 RNG Registration.

3.10.1 Prior to Delivery of the RNG to Dispenser, Provider or its designee shall submit to the EPA and provide to Dispenser, as necessary, copies of any and all documentation required by the EPA to certify that the RNG is an Advanced Biofuel or Cellulosic Biofuel that can generate D Code 3 or D Code 5 RINs. Provider shall Deliver QAP RNG to Dispenser during the Delivery Period; provided, that Provider may Deliver non-QAP RNG to the extent that its RNG supply source is currently undergoing certification under a QAP with a reasonable likelihood of success.

3.10.2 Prior to Delivery of the RNG to Dispenser, Provider or its designee shall submit to CARB and provide to Dispenser, as necessary, copies of any and all documentation required by CARB to certify that the RNG does qualify for LCFS Credits.

3.11 Further Assurances. Each Party will provide the other Party such cooperation, additional documentation, certifications or other information as may be reasonably necessary to carry out the purposes of this Agreement (including pursuant to any audit of this Agreement by a third party) and in order for title to the conveyed Green Attributes to vest as appropriate.

3.12 Indemnification.

3.12.1 Dispenser Indemnities. Notwithstanding any other provisions in this Agreement, Dispenser agrees to indemnify Provider and save it harmless from all losses, liabilities, penalties, fines, charges or claims, including, without limitation, reasonable attorneys’ fees and costs of court, arising out of any third-party claim (collectively, “Claims”) based on: (i) personal injury (including death) to the third-party claimant or damage to the property of such third-party claimant directly resulting from the RNG that occur after title passes to Dispenser or other charges thereon that attach after title passes to Dispenser to the extent such Claims are not based upon any breach by or fault of Provider hereunder; (ii) Dispenser-provided falsehoods, misrepresentations, material inaccuracies or misleading statement in any supporting documentation, including, without limitation, registrations or any attestation related to RIN or LCFS Credit generation; (iii) Dispenser’s gross negligence or willful misconduct or (iv) Dispenser’s material breach of this Agreement.

3.12.2 Provider Indemnities. Notwithstanding any other provisions in this Agreement, Provider agrees to indemnify Dispenser and save it harmless from all Claims based on: (i) personal injury (including death) to the third-party claimant or damage to the property of such third-party claimant directly resulting from the RNG that occur before 692

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title passes to Dispenser or other charges thereon that attach before title passes to Dispenser to the extent such Claims are not based upon any breach by or fault of Dispenser hereunder; (ii) Provider-provided falsehoods, misrepresentations, material inaccuracies or misleading statement in any supporting documentation, including, without limitation, registrations or any attestation related to RIN or LCFS Credit generation; (iii) Provider’s gross negligence or willful misconduct or (iv) Provider’s material breach of this Agreement.

3.13 Notice of Changes. Dispenser shall notify Provider, as soon as commercially practicable, in the event of actual or anticipated loss of total CNG fuel demand in a material amount (i.e., demand loss greater than twenty-five percent (25%) of the prior 12-month dispensing average).

3.14 Events of Default. Any material breach of the obligations and covenants in Articles 3 or 5 of this Agreement by either Party, or any breach by either Party of any representation or warranty in this Agreement (which breach, if capable of being cured, remains uncured for a period of thirty (30) days following written notice by the non-defaulting Party to the other), shall constitute an “Event of Default” for which the non-defaulting Party shall be entitled to terminate this Agreement and to exercise all rights and remedies available under applicable law; provided, however, that if either Party fails to pay any undisputed amount when due and payable to the other Party or to its gas suppliers, or to transfer any Green Attributes when due and transferable to the other Party, under this Agreement and such failure is not corrected or cured within five (5) business days after receipt of notice, then such failure shall constitute an “Event of Default” hereunder. It shall also be deemed an “Event of Default” immediately upon either Party becoming insolvent or seeking the protection from its creditors (or having such petition filed or proceeding commenced against it) under the United States Bankruptcy Code (or under any similar laws).

3.15 Disqualified RNG. Either Party will promptly notify the other Party if (i) any RNG Delivered under this Agreement is determined to be “disqualified” by the EPA or CARB, or (ii) any Green Attributes generated from any RNG Delivered under this Agreement is determined to be “invalidated” by the EPA or CARB (in either case, an “Invalidation Event”). If an Invalidation Event occurs without the fault of Provider, Dispenser shall promptly return any Dispenser’s RIN Share or Dispenser’s LCFS Share, as applicable, related to the associated RNG so invalidated. If an Invalidation Event occurs at the direct or indirect fault of Dispenser: (a) Dispenser shall deliver to Provider qualified replacements of any Green Attributes invalidated or the cash value thereof, with such value calculated based on the respective OPIS Price for the same calendar month or quarter, respectively, in which the invalidated RINs and/or LCFS Credits were or would have been generated; and (b) Provider shall have the right to (y) cease Delivery of RNG to Dispenser and (z) terminate this Agreement (and any such termination shall be considered to be an Event of Default with the Provider being the non-defaulting Party).

3.16 Title and Risk of Loss. Title to the RNG and risk of loss shall remain with Provider until the RNG is Delivered to the Delivery Point, at which point the title to the RNG and the risk of loss shall pass to Dispenser. Title to conform with the RFS. 693

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ARTICLE 4 - FORCE MAJEURE

4.1 In an event of Force Majeure, the affected Party is excused from performance for a period of time as is reasonably necessary to resume normal operations, provided such affected Party continuously makes commercially reasonable efforts to mitigate and resolve such event.

4.2 The Parties are under an obligation to promptly provide notice, pursuant to Section

5.10 herein, of any Force Majeure event and keep the other Party reasonably informed regarding the status of its efforts to resume normal operations.

4.3 The existence of a condition or event of Force Majeure will not relieve the impacted Party from: (i) other obligations under this Agreement to the extent that performance is not precluded by the condition or event of Force Majeure and (ii) obligations to make payments under this Agreement.

4.4 If an event of Force Majeure prevents a Party from delivering or receiving RNG under this Agreement and such event continues (i) for more than ninety (90) consecutive days or (ii) for more than one hundred and eighty (180) cumulative days during any Year, the Party not claiming the event of Force Majeure may terminate this Agreement.

ARTICLE 5 - MISCELLANEOUS

5.1 Audit. Provider shall have the right, at its own expense, upon reasonable notice and at reasonable times, to: examine and audit, and to obtain copies of, the relevant portion of the books and records of Dispenser; access natural gas utility meters at the CNG Facility; and contact natural gas utility and service providers on Dispenser’s behalf, all of which may occur only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and to obtain copies shall not be available with respect to confidential or proprietary information not directly relevant to transactions under this Agreement. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the month of RNG delivery. All retroactive adjustments to any such invoices or billings shall be paid in full by the Party owing payment within thirty (30) days of notice and substantiation of such inaccuracy.

5.2 Tax Treatment.

5.2.1 The Parties agree that a RIN certificate is not tangible personal property. The RIN certificate represents only the intangible rights and benefits accruing to a blender of a renewable fuel into petroleum-based fuel or blendstocks as conferred by federal environmental authorities. The Parties further agree that these intangible rights and benefits are fully transferable and are severed from the physical act of blending or producing renewable fuels.

5.2.2 The Parties agree that a LCFS Credit is not tangible personal property. The LCFS Credit represents only the intangible rights and benefits accruing to a Regulated Party (as defined in the LCFS) based upon the carbon intensity of transportation fuel sold, supplied or offered for sale in California by the Regulated Party as conferred by CARB. 694

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The Parties further agree that these intangible rights and benefits are fully transferable and are severed from the physical act of blending or producing transportation fuels.

5.2.3 Unless otherwise specifically provided elsewhere in the Agreement or required by law, any federal, state, or local tax, duty or fee, or the amount equivalent thereto, now or hereafter imposed, levied or assessed by any governmental agency, authority or subdivision, upon, measured by, incident to, or as a result of, Dispenser’s RIN Share or Dispenser’s LCFS Share must, if collectible or payable by Provider, be paid or reimbursed by Dispenser on demand by Provider. Dispenser specifically agrees to hold harmless and indemnify Provider from and against any such tax, duty or fee.

Notwithstanding the foregoing, it is understood and agreed that this provision will not apply to income, franchise, or like taxes levied on, or measured by, a Party’s net income; nor will this provision apply to business, occupation, license or similar taxes required for the maintenance of corporate existence. If Dispenser claims exemption from any of the aforesaid taxes, then Dispenser will furnish Provider with a properly completed and executed exemption certificate in the form and within the time limits prescribed by, and acceptable to, the appropriate taxing authority in lieu of payment of such taxes or reimbursement of such taxes to delivering Party. Consistent with Section 5.2.1 or 5.2.2., as applicable, Provider will not charge sales or use tax on the allocation of Dispenser’s RIN Share or Dispenser’s LCFS Share.

5.2.4 The Parties agree to cooperate with each other in defending non-taxable RIN and LCFS Credit transfers (including transfers of Dispenser’s RIN Share and Dispenser’s LCFS Share) pursuant to the Agreement if a Party is audited by or on behalf of a taxing jurisdiction for ad valorem, sales, use, motor fuels, excise, or similar taxes, including, but not limited to producing existing documentation, generating new reports from existing electronic reporting systems and making employees available at no cost, other than reasonable out-of-pocket expenses, to the other Party. Both Parties further agree to retain applicable records for a period of not less than the applicable statute of limitations, including any waivers thereof, executed by either Party for any taxes collected by or reimbursed to that Party.

5.3 Representations and Warranties. Each of the Parties to this Agreement represents and warrants that, as of the Execution Date: (i) it has full and complete authority to enter into and perform this Agreement; (ii) the person who executes this Agreement on its behalf has full and complete authority to do so and is empowered to bind it thereby; and (iii) it is not insolvent and has not sought protection from its creditors under the United States Bankruptcy Code, or under any similar laws. Dispenser further represents and warrants to Provider that: (a) it has applied for and obtained all local, state and federal permits, licenses and certifications necessary to operate a CNG station at the Delivery Point in compliance with applicable laws, rules and regulations in effect on the Execution Date, and (b) it has not sold or otherwise pledged (and will not sell or otherwise pledge during the Delivery Period) the rights to any RINs or LCFS Incremental Credits to be generated from RNG Delivered hereunder.

5.4 Counterparts/Headings/Construction. This Agreement may be executed in multiple counterparts, each of which will constitute an original and all of which together will constitute one and the same instrument. The headings and subheadings contained in this Agreement are used solely for convenience and shall not be used to construe or interpret the provisions of this 695

Page 10 of 12 ends

Agreement. The language used in this Agreement is the product of both Parties’ efforts and each Party irrevocably waives the benefit of any rule of contract construction which disfavors the drafter of a contract or the drafter of specific language in a contract.

5.5 Entire Agreement Modification. This Agreement constitutes the entire agreement between the Parties regarding the purchase by Dispenser and sale by Provider of RNG, and supersedes and replaces any prior and contemporaneous communications, understandings and agreements between Provider and Dispenser related to such subject matter, whether written or verbal, express or implied. No modification, amendment, supplementation or alteration of the terms and provisions of this Agreement will be or become effective except by written amendment executed by the duly authorized representative of both Parties.

5.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except that Provider may assign this Agreement to an affiliate or bona fide purchaser of Provider’s RNG supply without consent of Dispenser (to be noticed to Dispenser within thirty (30) days of any such assignment).

5.7 Survival of Terms. Upon expiration or earlier termination of this Agreement, the Parties agree that any and all terms and conditions of this Agreement that are necessary to effectuate the Parties’rights and remedies will survive the termination of this Agreement until such time as the rights and remedies and all disputes related thereto are fully and finally resolved. This Article 5.7 shall apply with respect to RNG Delivered hereunder prior to the date of termination to ensure that RINs (and the associated Dispenser’s RIN Share) and LCFS Credits (and the associated Dispenser’s LCFS Share) are generated, sold and transferred to the respective Party as though this Agreement were still in full force and effect.

5.8 Governing Law. The laws of the State of California shall govern this Agreement without regard to its conflict of laws provisions, except to the extent that the Renewable Fuel Standard, together with decisions promulgated thereunder, are applicable to the purchase and sale of RNG. Any action to enforce this Agreement will be brought in a court of competent jurisdiction within the Riverside County, California, and the Parties consent to personal jurisdiction in such courts.

5.9 Forward Contract. The Parties intend that each transaction hereunder shall constitute a “forward contract” under §101(25) of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time (the “Bankruptcy Code”), and that each Party shall be a “forward contract merchant” under §101(26) for purposes of the Bankruptcy Code.

5.10 Notices. Any notice required hereunder shall be deemed given if in writing and delivered to the other Party at its last known address, either by transmitting via facsimile at its facsimile telephone number, or 3 days after deposit in the U.S. mail, postage prepaid and addressed to the Party; provided, however, that any notice of termination hereunder shall be deemed given only if in writing and delivered to the Party entitled to notice, either by personal delivery, Federal Express or other nationally recognized courier service or certified or registered mail, postage prepaid, return receipt requested and addressed to:

If to Provider, to:
696

Page 11 of 12 ends

ampRenew Offtake I LLC
2001 N. Clybourn Ave., Suite 400
Chicago, Illinois 60614
Attn: Senior Counsel
Email: [email protected]
or
if to Dispenser, to:

City of Banning
PO Box 998
Banning, California 92220
Attn: Sergio Rubio, Fleet Manager
Email: [email protected]

5.11 Confidential Information.

5.11.1 The Parties shall treat as strictly confidential all information they obtain in connection with this Agreement which (i) is confidential or proprietary to either Party; (ii) relates to the operations, policies, procedures, techniques, accounts and personnel of either Party; or (iii) is confidential or proprietary to a third party and is in the possession, custody or control of either Party. Without the other Party’s written permission, neither Party shall disclose information pertaining to this Agreement or any information obtained through the performance of this Agreement unless required to be disclosed pursuant to applicable law, regulation or legal process (including without limitation the RFS or LCFS).

5.11.2 Notwithstanding the terms of subsection 5.11.1., Provider may share the commercial information contained in this Agreement with third-party biogas project developers, provided Provider ensures that such developers are bound by the same or similar confidentiality provisions as provided in this Section 5.11. This provision shall survive the termination of this Agreement.

5.11.3 Notwithstanding the terms of subsection 5.11.1., each Party agrees to allow the other Party: (i) the use of its company names, logos, and trademarks solely for the purpose of business development and publicizing and promoting the green energy marketing effort, provided that other uses of such company names, logos and trademarks are not authorized without written consent of the other Party, and (ii) the right to issue press releases and to make public statements regarding the general aspects of this Agreement (e.g., Parties to the agreement, the purchase and sale of RNG, and the environmental benefits associated with this Agreement), provided that any public statement by a Party hereto concerning this Agreement shall be reviewed and approved by the other Party before release to the public, which approval shall not be unreasonably withheld, conditioned, or delayed.

5.12 Non-Solicitation of Employees and Introduced Parties. Dispenser agrees that, upon execution of this Agreement and for a period of one (1) year following termination hereof, it will not solicit, induce, recruit or otherwise encourage, or take any other action which is intended to solicit, induce, recruit or otherwise encourage (or could reasonably be expected to have the effect of the foregoing), any employee of Provider to leave his or her employment, and will not hire, 697

Page 12 of 12 ends

engage or retain or attempt to hire, engage or retain any such employee without Provider’s prior written consent; provided, that the foregoing shall not prevent Dispenser from hiring, engaging or retaining an employee of Provider who responds to a general solicitation for employment conducted by Dispenser which does not directly target such employee. Dispenser further agrees that, upon execution of this Agreement and for a period of one (1) year following the termination hereof, it will not, for the purpose of avoiding the payment to Provider of profits, fees or otherwise, directly or indirectly contact, deal with or otherwise become involved with any party who is a supplier of RNG to Provider or who is a prospective supplier of RNG to Provider, without the specific written approval of Provider, the delivery of which shall not be unreasonably withheld. [Signature page follows]
698
Grant Zimmerman
CEO
699

EXHIBIT A

COMPLIANCE AFFIDAVITS
700

REGISTRATION AFFIDAVIT
The City of Banning, a California city (“Affiant”), hereby states and certifies as follows:

1. That Affiant and AmpRenew Offtake I LLC (“Amp”), a Delaware limited liability corporation and wholly owned subsidiary of Amp Americas II, LLC, executed a RNG Supply Agreement on _______________, 201__ (the “Agreement”), pursuant to which Affiant would purchase biogas from Amp for use as transportation fuel in the form of compressed natural gas;

2. That, pursuant to the Agreement, Amp will nominate on a monthly basis the quantity of biogas to be sold to Affiant;

3. That Affiant will receive possession of such biogas from Amp via a commercial distribution system sales point located at ____________________________, ______________, California [station address] [city]
(“CNG Station”);

4. That Affiant will only dispense the biogas purchased under the Agreement at the CNG Station;

5. That Affiant will only dispense the biogas purchased pursuant to the Agreement as a transportation fuel and for no other purpose;

6. That Affiant has not and will not rely upon the volume of biogas purchased pursuant to the Agreement for the creation of any Renewable Identification Numbers (“RINs”), as such term is defined by 40 C.F.R. 80.1101(o); and

7. That the undersigned, as _________________ of Affiant, has all requisite knowledge and [title]
authority to make this affidavit on behalf of Affiant.

DATED THIS ___ DAY OF _____________, 20__
By: ______________________________
Name:

Title:

Company:
[See attached notarial certificate]
701
}

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of Riverside
On , before me, , Notary Public,
personally appeared ____________________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE

PLACE NOTARY SEAL ABOVE
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of attached document
Title or type of document: _______________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Document Date: Number of Pages:

Signer(s) Other than Named Above:

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 702

CNG DISPENSER AFFIDAVIT
STATE OF ________
COUNTY OF ___________________
I the undersigned, _______________, _______________ of the City of Banning, California [name] [title]
(“Dispenser”), acting on behalf of Dispenser, hereby attest to the following statements to the best of my knowledge and belief:

1. I oversee the supply and distribution of CNG for vehicle fuel use at Dispenser.

2. Dispenser owns and operates the following station that produces CNG for use as a transportation fuel (“Qualified CNG Facilities”):

Table 1: Qualified CNG Facilities
Site Name Street Address City State Postal Code Meter ID LDC Supplying Gas

3. Dispenser has entered into a purchase and sale agreement with AmpRenew Offtake I LLC (“Amp”) for the supply of pipeline quality gas that is used at the Qualified CNG Facilities, such agreement as follows:

The delivery period is _____________, 20___ to ___________, 20___; a. The Maximum Daily Quantity (“Max DQ”) of the agreement is _______ MMBtu/day at each Qualified CNG Facility; and
b. The delivery points (“Delivery Points”) include the Qualified CNG Facilities.

4. Pipeline quality gas purchased at the Delivery Points noted above is converted at the Qualified CNG Facilities into CNG for use as a transportation fuel.

5. At each of the Qualified CNG Facilities, the volume of biogas withdrawn from the commercial distribution system to produce CNG for use as a transportation fuel is measured by continuous metering, and after such meter, the CNG is used as transportation fuel and for no other purpose.

6. Dispenser has not and will not generate RINs nor represent the fuel for sale as biogas with the ability to generate RINs to any other party.

7. The capacity of the Qualified CNG Facilities to produce and dispense CNG as transportation fuel is greater than ______ MMBtu/day.

DATED THIS ___ DAY OF _____________, 20__
By: ______________________________
Name:

Title:

Company:
[See attached notarial certificate]
703
}

I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE

Signer(s) Other than Named Above:

QUARTERLY AFFIDAVIT
STATE OF ________________
COUNTY OF ______________
The undersigned, under penalty of perjury, attests to the following:

I, _________________, currently serve as _____________ of ________________ (“Dispenser”), [name] [title] ]Dispenser] a(n) _____________ _____________, located at ______________________________________. [state incorporated] [entity type] [principal business address] In this capacity I oversee the purchase and transportation of natural gas and biogas for Dispenser; Dispenser took title to biogas as defined in 40 CFR 80.1401 from AmpRenew Offtake I LLC (“Amp”) in the period between ___________________ and ___________________; [quarter begin date] [quarter end date] The biogas described above was dispensed for use as transportation fuel by Dispenser in accordance with the schedule below:

Biogas Activities by Dispenser MMBtu (HHV)
Biogas Purchased from Amp:

Dispensed for Use as Transportation Fuel as
CNG:

DATED THIS ___ DAY OF _____________, 20__
By: ______________________________
Name:

Title:

Company:
[See attached notarial certificate]
705
}

I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

SIGNATURE

Signer(s) Other than Named Above:

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Brandon Robinson, Electrical Engineering Supervisor Art Vela, Director of Public Works
MEETING DATE: January 14, 2025
SUBJECT: Accept an Easement from Tri Pointe Homes for Electric Utility Purposes on Accessor’s Tract Map No. 37388-1 Highland Home Road, within the Atwell Development for the Maintenance of the City-Owned Electric Distribution System
RECOMMENDATION:

Staff recommends that City Council accept an easement from Tri Pointe Homes for electric utility purposes for Tract Map No. 37388-1 on Highland Home Road within the Atwell Development for the maintenance of the City owned and operated electric distribution system.

BACKGROUND:

Final Tract Map No. 37388-1 within the Atwell Development Specific Plan was approved by City Council by Resolution No. 2024-29 on February 27, 2024. Banning Electric Utility has constructed electrical improvements within this tract that were required to serve the housing development. As part of the Conditions of Approval for the project, the owner is required to provide the City with necessary easements for the maintenance of the City owned and operated electric distribution system.

The facilities within the proposed easement consist of primary underground electric infrastructure required for utility service within the Atwell development.

JUSTIFICATION:

It is necessary to obtain the easement for the City to access and maintain the City-owned electric distribution equipment which may include utility poles, conduit with conductors, transformers, switchgear, equipment pads, and meters.

FISCAL IMPACT:

There is no fiscal impact associated with the acceptance of the easement.

ALTERNATIVES:

Do not accept the easement and provide alternative direction.

BUDGETED?:

No
CONTRACT/AGREEMENT:

No
712
ATTACHMENTS:

1. Att. 1_Certificate of Acceptance - Easement for 37388-1, Highlang Home Rd.docx

2. Att. 2_Easement Tract 37388-1, HHR.pdf
713
Recording Requested by:

City Clerk
City of Banning
P.O. Box 998
Banning, CA 92220

NO RECORDING FEE PER SECTION
6103 OF THE GOVERNMENT CODE

CERTIFICATE OF ACCEPTANCE
This is to certify that the EASEMENT – PUBLIC ELECTRIC UTILITY PURPOSES from Tri Pointe Homes IE-SD, Inc., dated 12/3/2024, is hereby accepted by THE CITY OF BANNING pursuant to authority conferred by the City Council this 14th day of January 2025, and the grantees consent to recordation thereof by its duly authorized agent.

Dated: January 14, 2025

CITY OF BANNING
________________________________
Caroline Patton, Deputy City Clerk
714
715
716

Page 1 of 3 ends

EXHIBIT “A”

PUBLIC ELECTRIC EASEMENT
CITY OF BANNING PROJECT ID NO. RW 24-0019

LEGAL DESCRIPTION
VARIOUS STRIPS OF LAND LYING WITHIN LOTS ‘E’ AND ‘F’ OF TRACT NO. 37388-1, IN THE CITY OF BANNING, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN MAP BOOK 495, PAGES 1 THROUGH 5, INCLUSIVE, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

STRIP 1:

AN 18.00 FOOT WIDE STRIP OF LAND LYING WITHIN SAID LOT ‘E’ OF THE AFOREMENTIONED TRACT NO. 37388-1, LYING 9.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTERLINE INTERSECTION OF FRASER PLACE, HAVING A HALF WIDTH OF 35.00 FEET, AND HIGHLAND HOME ROAD, HAVING A HALF WIDTH OF 52.00 FEET AS SHOWN ON TRACT NO. 37388-2, IN THE CITY OF BANNING, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN MAP BOOK 495, PAGES 6 THROUGH 13, INCLUSIVE, RECORDS OF SAID COUNTY;
THENCE ALONG THE CENTERLINE OF SAID HIGHLAND HOME ROAD SOUTH 0°13’14” WEST 457.21 FEET;
THENCE PERPENDICULAR TO SAID CENTERLINE OF HIGHLAND HOME ROAD NORTH 89°46’46” WEST 52.00 FEET TO THE WEST RIGHT OF WAY LINE OF SAID HIGHLAND HOME ROAD, SAID POINT ALSO BEING ON THE EAST LINE OF SAID LOT ‘E’ AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°46’46” WEST 5.00 FEET TO THE POINT OF TERMINUS.

SAID PUBLIC ELECTRIC EASEMENT CONTAINS 90 SQUARE FEET, MORE OR LESS.

STRIP 2:

A 36.00 FOOT WIDE STRIP OF LAND LYING WITHIN SAID LOT ‘F’ OF THE AFOREMENTIONED TRACT NO. 37388-1, LYING 18.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTERLINE INTERSECTION OF RAINTREE PLACE, HAVING A HALF WIDTH OF 35.00 FEET, AND HIGHLAND HOME ROAD, HAVING A HALF WIDTH OF 52.00 FEET AS SHOWN ON SAID TRACT NO. 37388-1;
THENCE ALONG THE CENTERLINE OF SAID HIGHLAND HOME ROAD SOUTH 0°13’14” WEST 227.47 FEET;
THENCE PERPENDICULAR TO SAID CENTERLINE OF HIGHLAND HOME ROAD NORTH 89°46’46” WEST 52.00 FEET TO THE WEST RIGHT OF WAY LINE OF SAID HIGHLAND HOME ROAD, SAID POINT ALSO BEING ON THE EAST LINE OF SAID LOT ‘F’ AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°46’46” WEST 10.00 FEET TO THE POINT OF TERMINUS.

SAID PUBLIC ELECTRIC EASEMENT CONTAINS 360 SQUARE FEET, MORE OR LESS. 717

Page 2 of 3 ends

EXHIBIT “A”

PUBLIC ELECTRIC EASEMENT
CITY OF BANNING PROJECT ID NO. RW 24-0019

LEGAL DESCRIPTION
STRIP 3:

A 19.00 FOOT WIDE STRIP OF LAND LYING WITHIN SAID LOT ‘F’ OF THE AFOREMENTIONED TRACT NO. 37388-1, LYING 9.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTERLINE INTERSECTION OF RAINTREE PLACE, HAVING A HALF WIDTH OF 35.00 FEET, AND HIGHLAND HOME ROAD, HAVING A HALF WIDTH OF 52.00 FEET AS SHOWN ON SAID TRACT NO. 37388-1;
THENCE ALONG THE CENTERLINE OF SAID HIGHLAND HOME ROAD SOUTH 0°13’14” WEST 143.66 FEET;
THENCE PERPENDICULAR TO SAID CENTERLINE OF HIGHLAND HOME ROAD NORTH 89°46’46” WEST 52.00 FEET TO THE WEST RIGHT OF WAY LINE OF SAID HIGHLAND HOME ROAD, SAID POINT ALSO BEING ON THE EAST LINE OF SAID LOT ‘F’ AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°46’46” WEST 8.00 FEET TO THE POINT OF TERMINUS.

SAID PUBLIC ELECTRIC EASEMENT CONTAINS 152 SQUARE FEET, MORE OR LESS.

STRIP 4:

A 14.00 FOOT WIDE STRIP OF LAND LYING WITHIN SAID LOT ‘F’ OF THE AFOREMENTIONED TRACT NO. 37388-1, LYING 7.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTERLINE INTERSECTION OF RAINTREE PLACE, HAVING A HALF WIDTH OF 35.00 FEET, AND HIGHLAND HOME ROAD, HAVING A HALF WIDTH OF 52.00 FEET AS SHOWN ON SAID TRACT NO. 37388-1;
THENCE ALONG THE CENTERLINE OF SAID HIGHLAND HOME ROAD SOUTH 0°13’14” WEST 110.07 FEET;
THENCE PERPENDICULAR TO SAID CENTERLINE OF HIGHLAND HOME ROAD NORTH 89°46’46” WEST 52.00 FEET TO THE WEST RIGHT OF WAY LINE OF SAID HIGHLAND HOME ROAD, SAID POINT ALSO BEING ON THE EAST LINE OF SAID LOT ‘F’ AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 89°46’46” WEST 12.00 FEET TO THE POINT OF TERMINUS.

SAID PUBLIC ELECTRIC EASEMENT CONTAINS 168 SQUARE FEET, MORE OR LESS. 718

Page 3 of 3 ends

EXHIBIT “A”

PUBLIC ELECTRIC EASEMENT
CITY OF BANNING PROJECT ID NO. RW 24-0019

LEGAL DESCRIPTION
SUBJECT TO ALL CONDITIONS, RESERVATIONS, EASEMENTS AND RIGHTS OF RECORDS, IF ANY.

SEE EXHIBIT “B” ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

PREPARED UNDER THE SUPERVISION OF:
_________________________________________
DARYL J. CHRISTIAN, PLS 8554 DATE
RECOMMENDED FOR ACCEPTANCE BY:
_________________________________________
ROBERT C. OLLERTON, PLS, DATE
ENGINEERING RESOURCES OF SOUTHERN CALIFORNIA, INC.
719

PUBLIC ELECTRIC EASEMENT

P L A N N E R S E N G I N E E R S S U R V E Y O R S
SHEET 1 OF 3
CITY OF BANNING PROJECT ID NO. RW 24-0019

PLAT TO ACCOMPANY LEGAL DESCRIPTION

INDEX MAP

INDICATES SHEET NUMBER/

EASEMENT STRIP NUMBER

SURVEYOR'S CERTIFICATE
PREPARED UNDER THE SUPERVISION OF:

DARYL J. CHRISTIAN DATE
LICENSED LAND SURVEYOR NO. 8554
3 SCALE: 1" = 200'
STRIP 1

RAINTREE PLACE

MEADOWLINE WAY

LOT 'B'

LOT 'H'

LOT 'F'

LOT 'D' LOT 'I'

LOT 'C' LOT 'A' LOT 'E' HIGHLAND HOME ROAD
TR. NO. 37388-1
M.B. 495/1-5
3 2
STRIP 2
STRIP 3
STRIP 4

FRASER PLACE
720
10' 32' 20'
15' 35' 35'
1 3' N 0°13'14" E 457.21'
N 89°46'46" W
2 5'
L1 N 89°46'46" W

52.00' 9' 9' 18'
5'

LINE TABLE
LINE #
L1

BEARING
N 89°46'46" W

DISTANCE

5.00'
T.P.O.B.

STRIP 1
90 SF
CL
CL
PUBLIC ELECTRIC EASEMENT, CITY OF BANNING PROJECT ID NO. RW 24-0019

P L A N N E R S E N G I N E E R S S U R V E Y O R S
SHEET 2 OF 3

PLAT TO ACCOMPANY LEGAL DESCRIPTION
P.O.C. HIGHLAND HOME ROAD
SCALE: 1" = 20'
FRASER
PLACE
TR. NO. 37388-1
M.B. 495/ 1-5

LOT 'A'
'E'
LOT
P.O.T.

INDICATES NON-EXCLUSIVE

EASEMENT FOR PUBLIC UTILITY

PURPOSES TO THE CITY OF

BANNING PER TRACT
NO. 37388-1, M.B. 495/1-5
1 M.B. MAP BOOK
NO. NUMBER
P.O.C. POINT OF COMMENCEMENT
P.O.T. POINT OF TERMINUS
T.P.O.B. TRUE POINT OF BEGINNING
LEGEND:

PUBLIC ELECTRIC

EASEMENT

DEED TO THE COUNTY OF

RIVERSIDE FOR PUBLIC HIGHWAY
RECORDED DECEMBER 8, 1905 IN
BOOK 211, PAGE 251 OF OFFICIAL
RECORDS.

EASEMENT NOTES:
2 ABBREVIATIONS
721
N 0°13'14" E 227.47' 33.59'
N 89°46'46" W

52.00'
N 89°46'46" W

52.00'
L3
L4 9.5' 9.5' 19' 7' 7' 14'
8'
12'
32' 20' 1 2
3'
10' 83.81'
N 89°46'46" W

52.00'
L2 18' 18' 36'
10' 110.07' 35'

LINE TABLE
LINE #
L2
L3
L4

BEARING
N 89°46'46" W
N 89°46'46" W
N 89°46'46" W

DISTANCE

10.00'

8.00'

12.00'
N 89°46'46" W

INDICATES NON-EXCLUSIVE

EASEMENT FOR PUBLIC UTILITY

PURPOSES TO THE CITY OF

BANNING PER TRACT
NO. 37388-1, M.B. 495/1-5
1 T.P.O.B.

STRIP 2
360 SF
CL
CL
PUBLIC ELECTRIC EASEMENT, CITY OF BANNING PROJECT ID NO. RW 24-0019

P L A N N E R S E N G I N E E R S S U R V E Y O R S
SHEET 3 OF 3

PLAT TO ACCOMPANY LEGAL DESCRIPTION
P.O.C. HIGHLAND HOME ROAD
SCALE: 1" = 20'

RAINTREE
P.O.T.

PLACE
TR. NO. 37388-1
M.B. 495/ 1-5

LOT 'B' LOT 'A'

LOT 'F'
T.P.O.B.

STRIP 3
152 SF
T.P.O.B.

STRIP 4
168 SF
P.O.T.

P.O.T.

M.B. MAP BOOK
NO. NUMBER
P.O.C. POINT OF COMMENCEMENT
P.O.T. POINT OF TERMINUS
T.P.O.B. TRUE POINT OF BEGINNING
LEGEND:

PUBLIC ELECTRIC

EASEMENT

DEED TO THE COUNTY OF

RIVERSIDE FOR PUBLIC HIGHWAY
RECORDED DECEMBER 8, 1905 IN
BOOK 211, PAGE 251 OF OFFICIAL
RECORDS.

EASEMENT NOTES:
2 ABBREVIATIONS
722

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Brandon Robinson, Electrical Engineering Supervisor Art Vela, Director of Public Works
MEETING DATE: January 14, 2025
SUBJECT: Accept an Easement from Banning 56, LLC for Electric Utility Purposes on Accessor’s Tract Map No. 30906-1 within the Crestwood Communities Development for the Maintenance of the City-Owned Electric Distribution System
RECOMMENDATION:

Staff recommends that City Council accept an easement from Banning 56, LLC for electric utility purposes for Tract Map No. 30906-1 Lot 1 and Lot 34 within the Crestwood Communities Development for the maintenance of the City-owned and operated electric distribution system.

BACKGROUND:

Final Tract Map No. 30906-1 within the Crestwood Communities Development was approved by City Council on December 12, 2023. Banning Electric Utility has constructed electrical improvements within this tract that were required to serve the housing development. As part of the Conditions of Approval for the project, the owner is required to provide the City with necessary easements for the maintenance of the City owned and operated electric distribution system.

The facilities within the proposed easement consist of primary underground electric infrastructure required for utility service within the development.

JUSTIFICATION:

It is necessary to obtain the easement for the City to access and maintain the City owned and operated electric distribution equipment which may include utility poles, conduit with conductors, transformers, switchgear, equipment pads, and meters.

FISCAL IMPACT:

There is no fiscal impact associated with the acceptance of the easement.

ALTERNATIVES:

Do not accept the easement and provide alternative direction.

BUDGETED?:

No
CONTRACT/AGREEMENT:

No
723
ATTACHMENTS:

1. Att. 2_Easement - TR 30906-1, Lot 1.pdf

2. Att. 1_Certificate of Acceptance - Easement for 30906-1, Lot 1.docx

3. Att. 3_Certificate of Acceptance - Easement for 30906-1, Lot 34.docx

4. Att. 4_Easement - TR 30906-1, Lot 34.pdf
724
535-372-009
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726
727
728
Recording Requested by:

City Clerk
City of Banning
P.O. Box 998
Banning, CA 92220

NO RECORDING FEE PER SECTION
6103 OF THE GOVERNMENT CODE

CERTIFICATE OF ACCEPTANCE
This is to certify that the EASEMENT – PUBLIC ELECTRIC UTILITY PURPOSES from Banning 56, LLC, dated 12/2/2024, is hereby accepted by THE CITY OF BANNING pursuant to authority conferred by the City Council this 14th day of January 2025, and the grantees consent to recordation thereof by its duly authorized agent.

Dated: January 14, 2025

CITY OF BANNING
________________________________
Caroline Patton, Deputy City Clerk
729
Recording Requested by:

City Clerk
City of Banning
P.O. Box 998
Banning, CA 92220

NO RECORDING FEE PER SECTION
6103 OF THE GOVERNMENT CODE

Dated: January 14, 2025

CITY OF BANNING
________________________________
Caroline Patton, Deputy City Clerk
730
535-412-012
731
732
733
734

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Holly Stuart, Public Works Program Manager Arturo Vela, Director of Public Works
MEETING DATE: January 14, 2025
SUBJECT: Authorize the City Manager to Sign the Notice of Completion for “Well M12A Groundwater Production Well Drilling, Construction, Development and Testing” and Direct the City Clerk to Record the Notice of Completion
RECOMMENDATION:

Approve the Notice of Completion.

BACKGROUND:

On October 10, 2023, City Council adopted Resolution 2023-10UA, approving an award of a construction agreement with Nor-Cal Pump & Well Drilling, Inc., in the amount of $2,049,096 for drilling, construction, development and testing of the new potable well. With contingency, the overall budget approved by Council for this project was $2,254,005.

The contractor performed all work in a good and workmanlike manner for the identified project which included the replacement of the existing, abandoned M-12 Well with the redrilling of a new potable well at the same site, Well M12A, as described in the contract and bid documents.

The final contract amount for drilling, construction, development and testing amounted to $2,083,236, under the approved project budget.

JUSTIFICATION:

Public Works staff verified through inspections that the workmanship, materials, and procedures were satisfactory and that the contractor had met the required contract obligations.

FISCAL IMPACT:

The original contract was awarded in the amount of $2,049,096 and the final contract amount for this project is $2,083,236 which is under the allocated project budget approved under Resolution 2023- 10UA. The contract was fully funded by an Urban and Multibenefit Drought Relief Grant.

ALTERNATIVES:

City Council may elect to not accept the project as complete which would keep the project open and prevent the release of retention funds to the contractor.

BUDGETED?:

Yes
735
CONTRACT/AGREEMENT:

No
ATTACHMENTS:

1. Notice_of_Completion-1.14.25.docx

2. Project Photos.pdf

3. Staff Report Resolution 2023-10UA.pdf
736
Notice of Completion Page 1 of 3
1 Recording Requested by:
2 Office of the City Clerk
3 City of Banning
4 P.O. Box 998
5 Banning, California 92220
6 7 Exempt from Recording Fees Pursuant to Government Code §6103 8 9 NOTICE OF COMPLETION
10 “WELL M12A GROUNDWATER PRODUCTION WELL DRILLING,
11 CONSTRUCTION, DEVELOPMENT AND TESTING”
12 13 THIS NOTICE OF COMPLETION IS HEREBY GIVEN by the OWNER, the City 14 of Banning, a municipal corporation, pursuant to the provisions of Section 9204 of the Civil 15 Code of the State of California, and Project “Well M12A Groundwater Production Well 16 Drilling, Construction, Development and Testing” is hereby accepted by the City of 17 Banning, pursuant to authority conferred by the City Council this January 14, 2025 and the 18 grantees consent to recordation thereof by its duly authorized agent. 19 20 That the OWNER, the City of Banning, and Nor-Cal Pump & Well Drilling, Inc., the 21 vendee, entered into an agreement dated October 10, 2023, for “Well M12A Groundwater 22 Production Well Drilling, Construction, Development and Testing”. 23 24 The principal items of work included the drilling, construction, development and testing of 25 a new potable well, Well M12A. The work was performed at the well site location at 26 Westward Avenue between Sunset Avenue and Highland Home Road, City of Banning, 27 CA 92220.
28 29 That the work was substantially completed on July 19, 2024, for “Well M12A Groundwater 30 Production Well Drilling, Construction, Development and Testing”:
31 (1) Nature of Interest was the drilling, construction, development and testing of 32 a new potable water well, M12A completed on July 19, 2024 for “Well M12A 33 Groundwater Production Well Drilling, Construction, Development and Testing”. 737
Notice of Completion Page 2 of 3
1 (2) That the City of Banning, a municipal corporation, whose address is 2 Banning City Hall, 99 E. Ramsey Street, Banning, California 92220, is completing 3 maintenance work.
4 (3) That said services were performed at the well site location on Westward 5 Avenue, between Sunset Avenue and Highland Home Road, within the City of Banning, 6 California 92220.
7 (4) That the original contractor for said improvement was Nor-Cal Pump & 8 Well Drilling, Inc., State Contractor’s License No. 908591. 9 (5) That Performance and Payment bonds were required for this project. 10 (6) The nature of interest is in fee.
11 Dated: January 14, 2025
12 CITY OF BANNING
13 A Municipal Corporation
14 15
16 By
17 Douglas Schulze
18 City Manager
19 ATTEST:
20 21
22 Caroline Patton
23 Administrative City Clerk
24 25 APPROVED AS TO FORM:
26 27
28 Serita R. Young, Esq.
29 City Attorney
30 Richards, Watson & Gershon
31 738
Notice of Completion Page 3 of 3
1 2 JURAT
3 A notary public or other officer completing this certificate verifies only the identity 4 of the individual who signed the document to which this certificate is attached, 5 and not the truthfulness, accuracy, or validity of that document. 6 7 State of California
8 County of Riverside
9 10 Subscribed and sworn to (or affirmed) before me on this ____ day of ____________, 2025 11 by ______________________________, who proved to me on this basis of satisfactory 12 evidence to be the person(s) who appeared before me. 13 14 (S e a l)
15 16 ______________________________
17 Notary Public in and for said County
18 and State
19 STATE OF CALIFORNIA
20 COUNTY OF RIVERSIDE
21 22 CAROLINE PATTON, being duly sworn, deposes and says:
23 24 That I am the Administrative City Clerk of the City of Banning, which City caused 25 the work to be performed on the real property hereinabove described, and is authorized to 26 execute this Notice of Completion on behalf of said City; that I have read the foregoing 27 Notice and know the contents thereof, and that the facts stated therein are true based upon 28 information available to the City of Banning, and that I make this verification on behalf of 29 said City of Banning. I declare under perjury that the forgoing is true and correct. 30 Executed on ______________________, 2025 at Banning, California. 31 32 _
33 Caroline Patton
34 Administrative City Clerk
35 City of Banning
}
739
740
741
742
743
744
745

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Nicole Jews, Human Resources Manager
Lincoln Bogard, Administrative Services Director
MEETING DATE: January 14, 2025
SUBJECT: Consideration of Resolution 2025-08, Amending the Classification & Compensation Plan for the City of Banning
RECOMMENDATION:

Adopt Resolution 2025-08.

BACKGROUND:

It is necessary to amend the City’s Classification & Compensation Plan from time to time to maintain a current plan that reflects budget amendments, organizational structure, and department needs.

Past City Council resolutions have identified the necessity to maintain a current Classification & Compensation Plan that reflects the nature of work and organizational structure, that the plan is updated to reflect both market changes and appropriate compensation for work performed.

JUSTIFICATION:

The city is currently using Willdan Engineering for providing Building and Safety staff and consulting services. Willdan Engineering currently has two staff members working onsite at the city. There is a fulltime and part-time person working as Building Permit Technicians.

During the new FY2025/2026 budget cycle staff decided to relook at the budget to transition these positions to permanent city positions and reduce the Willdan Engineering contract. By reducing the WIlldan Engineering contract we will have a cost savings to fund and add a new position to the budget.

By adding this new position to the Community Development, Building and Safety team, this will assist the department in continuing to respond in a timely manner to requests for permits and plans.

FISCAL IMPACT:

Community Development-Building & Safety
Position/Grade Proposed Salary Range Current Salary Range Proposed Based Wage
Difference
Building Permit
Technician / G55
$80,121.20 $0 $80,121.20
Reduce Willdan Contract $(134,400.00)
Total Annual Fiscal
Impact
$(54,278.80)
746
ALTERNATIVES:

Do not adopt the resolution and provide alternative direction to staff.

BUDGETED?:

Yes
CONTRACT/AGREEMENT:

No
ATTACHMENTS:

1. Resolution 2025-08, Building Permit Tech

2. Exhibit A - Building Permit Spec.pdf
747
Resolution 2025-08

Page 1 of 4 ends

RESOLUTION 2025-08

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

AMENDING THE CLASSIFICATION & COMPENSATION PLAN FOR THE CITY OF BANNING WHEREAS, it is necessary to amend the City’s Classification & Compensation Plan from time to time to maintain a current plan that reflects the nature of work, organizational structure, or otherwise; and
WHEREAS, the City will be reducing the contract with Willdan Engineering for plan check and permit services to allow for the addition of a new permanent position to the Community Development, Building & Safety Divion for a Building Permit Technician; and WHEREAS, the position of Building Permit Technician will be added to the budget for the FY2024-2025 fiscal year; and
WHEREAS, changes to job descriptions, job titles, and/or pay ranges require City Council approval.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council approve the contract reduction for Willdan Engineering to facilitate the addition of a new position permanent position of Building Permit Technician.

SECTION 2. The City Council approves the new position of Building Permit Technician for the Fiscal Year 2024-2025.

SECTION 3. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.

SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14th day of January, 2025.

Sheri Flynn, Mayor
City of Banning
ATTEST:
748
Resolution 2025-08

Page 2 of 4 ends

Caroline Patton, Administrative City Clerk
City of Banning
APPROVED AS TO FORM:

John Pinkey, City Attorney
749
Resolution 2025-08

Page 3 of 4 ends

CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-08, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 14th day of January, 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
750
Resolution 2025-08

Page 4 of 4 ends

Exhibit A
Building Permit Technician Job Description
751
1 JOB DESCRIPTION
TITLE: JOB CODE: 3240
DEPARTMENT: FLSA STATUS: Non-Exempt
REPORTS TO: UNION STATUS: Represented
SUPERVISES: N/A EFFECTIVE DATE:

SALARY: G55 REVISED DATE:

JOB PURPOSE/SUMMARY
Under general supervision, performs a variety of duties associated with the issuance of building permits.

ESSENTIAL FUNCTIONS
The following duties ARE NOT intended to serve as a comprehensive list of all duties performed by all employees in this classification. Shown are duties intended to provide a representative summary of the major duties and responsibilities. Incumbent(s) may not be required to perform all duties listed and may be required to perform additional, position-specific duties.  Acts as liaison to customers and City departments involved in the development process. Knowledge of applicable City, County, State and Federal statutes, rules, regulations, ordinances, codes, administrative orders and other operational guidelines and directives.  Collects appropriate forms needed for permit process. Knowledge of the City’s and the Department’s policies and regulations.

ABOUT THE CITY OF BANNING
The City of Banning is located in the San Gorgonio Pass area of Southern California. The community of over 30,000 people is diverse with income levels slightly lower than other areas of Riverside County. However, growth and development is occurring rapidly, which will create new jobs, increase the population and raise income levels. Our employees are the most important asset in preserving our Proud History, Creating a Prosperous Tomorrow, and in responding to the community’s needs. The City provides competitive salaries, outstanding benefits and professional growth opportunities.

CITY VISION
The City of Banning promotes and supports a high quality of life that ensures a safe and friendly environment, fosters new opportunities and provides responsible, fair treatment to all and is the pride of its citizens.

CORE VALUES
 Customer Service Excellence: We excel in what we do by staying responsive, flexible, patient, effective, and professional.
 Integrity: We are ethical, accountable and compliant with our responsibility to the public and community.
 Teamwork: We work together and maintain great communication and respect and foster a fun and enjoyable atmosphere to take pleasure in what we do.
 Yes-Minded: We recognize diversity and maintain a positive attitude to do all we can to serve the community in the safest and most responsible manner.
752
2  Issues invoices for fees required for permits. Knowledge of liens, bankruptcy, promissory notes, and bad debt.
 Ensures fees are collected prior to final approval of building permits.  Processes building permits.
 Enters permit data into system.
 Prints permit forms and gathers necessary signatures.  Schedules inspections.
 Ensures completion of permit documentation.
 Contacts customers to inform them of approved permits.  Provides information to customers regarding the requirements needed to receive a building permit in the City.
 Informs customers of available lots and zoning and compliance issues.  Explains and answers questions relating to the permit process.  Performs other duties as assigned or required.

KNOWLEDGE OF:
 Knowledge of applicable city, county, state and Federal statutes, rules, regulations, ordinances, codes, administrative orders and other operational guidelines and directives. Knowledge of the City's and the Department's policies and procedures. Knowledge of file and records management principles.
Knowledge of customer service techniques and concepts. Knowledge of basic mathematical computations.
 Skill in reading, understanding, interpreting and applying relevant city, county, state and Federal statutes, rules, regulations, ordinances, codes, administrative orders, policies and procedures and other operational guidelines and directives.
Skill in assessing and prioritizing multiple tasks, projects and/or demands. Skill in working within deadlines to complete projects and assignments. Skill in establishing and maintaining effective working relations with co-workers, staff, vendors, contractors, visitors, the general public and others having business with the City of Banning. Skill in operating a personal computer utilizing a variety of software applications.

PREFERRED QUALIFICATIONS
A high school diploma or GED AND a minimum of one (1) year of customer service experience.

LICENSE AND CERTIFICATION REQUIREMENTS
 Valid Class C California Driver License.
 Successful completion of a pre-employment background check is required.

WORKING CONDITIONS
The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodation may be made to enable individuals with disabilities to perform the essential functions.

The regular work schedule is generally Monday through Friday, flexible start time, but may include some weekends for special events. Work is primarily performed in an office which is busy, oriented to public service and subject to occasional work interruptions. Noise level in the work environment is usually quiet 753
3 while in the office and moderately loud when in the field. Occasional attendance at meetings before or after regular work hours is required.

PHYSICAL REQUIREMENTS
The physical demands described here represent those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodation may be made to enable individuals with disabilities to perform the essential functions.

While performing the duties of this classification, an incumbent is regularly required to use hands and fingers to handle and/or feel. The employee is frequently required to talk, hear, and to sit and reach with hands and arms.

The employee is occasionally required to walk, climb or balance and stoop, kneel or crouch. The employee must regularly lift and or move up to twenty (20) pounds. Specific vision abilities required by this position include close vision, distance vision, color vision, peripheral vision, depth perception and the ability to adjust focus.

The City of Banning is an equal opportunity employer. All employees and candidates for employment will be recruited, selected, trained, promoted, compensated and, if necessary, disciplined or terminated without regard to sex/gender, race, national origin, religion, creed, color, marital status, veteran status, age, national origin, pregnancy, sexual orientation, gender identity, disability, genetic information or any other basis prohibited by law.

While requirements may be representative of minimum levels of knowledge, skills and abilities to perform this job successfully, the incumbent will possess the abilities or aptitudes to perform each duty proficiently.

This job description does not constitute an employment agreement between the Employer and Employee and is subject to change as the needs of the Employer and requirements of the job change. 754

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Doug Schulze, City Manager
MEETING DATE: January 14, 2025
SUBJECT: Consideration of Resolution 2025-06, Approving an Exclusive Negotiating Agreement with Investel Development LLC for City-Owned Real Property Located at 150 E. Ramsey Street, Banning (APNs 541-181- 032, 541-181-033, 541-181-034, AND 541-181-035)
RECOMMENDATION:

Adopt Resolution 2025-06.

BACKGROUND:

Investel Development LLC ("Investel") and the City of Banning entered into an Exclusive Negotiating Agreement (ENA) on February 23, 2023. The term of the ENA ended on January 10, 2024. Investel has submitted a Preliminary Application Conference application for the proposed development of the property and that PAC was held in early 2024. A new Exclusive Negotiating Agreement was approved by the City Council at the July 10, 2024 meeting. The term of the July 10, 2024 Exclusive Negotiating Agreement expired on December 31, 2024. The developer has been working to refine the project based on input received during the PAC and has been in continuous contact with City staff. Investel is in the process of preparing documents required for the Uniform Development Application, which includes a variety of engineering studies and reports. Investel has requested that the City enter into a new ENA with a term through the end of June 2025.

Investel intended to have the Uniform Development Application complete and submitted by the end of 2024, but delays in contracting various consultants has caused the timeline to slip. As a result, Investel has requested renewal of the Exclusive Negotiating Agreement for a period of six months. Recently, soil borings of the site have been scheduled by Investel's consultants and a project update with Investel was conducted in late November.

The proposed project includes a 90-room hotel with restaurant, bar, banquet space, and swimming pool.

The project also includes a 90-room apartment building with first floor retail. The Transient Occupancy Tax generated by the hotel is estimated below:

Assumptions:

Average Daily Rate (ADR): $250
Occupancy Rate: 60%
TOT Rate: 12%
Annual TOT Calculations:
755
Daily Revenue: 90 rooms x $250 x 60% occupancy = $13,500 Annual Revenue: $13,500 x 365 days = $4,927,500
Annual TOT: $591,300
Using the same assumptions, sales tax on hotel rooms would generate an additional $500,000 with the City portion being approximately $50,000 annually. Sales tax on restaurant and bar sales has not been calculated due to insufficient information. A total valuation of the property has not yet been submitted so, calculation of property tax revenue has not been calculated.

JUSTIFICATION:

Development of 150 E. Ramsey Street is a priority for the City of Banning and will serve as a catalyst for downtown redevelopment. The project will generate property taxes, sales taxes, temporary occupancy taxes (Hotel tax), and jobs. In addition, the project will create housing within the downtown that will result in a demand for services in the area as well as increase the median income.

FISCAL IMPACT:

Entering into a new ENA will not have any additional financial impact. The remaining work on the project application is the responsibility of the owner/developer. Once permit applications are submitted and permit fees paid, staff time for permit review will be incurred. However, permit fees are set to cover the cost of application review and inspections.

ALTERNATIVES:

Do not adopt the resolution and provide direction to staff.

BUDGETED?:

No
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Resolution 2025-06, Investel ENA 150 E Ramsey.docx

2. Exhibit A - 01142025_ENA_150 E Ramsey St_Investel Development LLC.pdf

3. 231228_Banning Development_Pre-app.pdf

4. 2023 02 23_ENA_150 E Ramsey St_Investel Development LLC.pdf

5. 2024 07 09_ENA Investel.pdf

6. Reference Check SCG America from the City of Garden Grove.pdf

7. SCG Le Meridien Hotel.jpg

8. SCG Hyatt Disney Area.png
756
Resolution 2025-06

Page 1 of 4 ends

RESOLUTION 2025-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT WITH INVESTEL DEVELOPMENT LLC FOR CITY-OWNED REAL PROPERTY LOCATED AT 150 EAST RAMSEY STREET, BANNING (APNS 541-181-032, 541-181-033, 541-181-034, AND 541-181- 035)
WHEREAS, Investel Development LLC (“Investel”) is a California limited liability company based in Garden Grove, California; and
WHEREAS, the City of Banning is the owner of real property located at 150 East Ramsey Street, Banning, California 92220 (APNs 541-181-032, -033, -034, and -035); and WHEREAS, on July 10, 2024, the City Council adopted Resolution 2024-117, approving an Exclusive Negotiating Agreement (“ENA”) with Investel , which ENA expired on December 31, 2024; and
WHEREAS, Investel has submitted an application for a Preliminary Application Conference to the City’s Planning Division and has discussed a proposed apartment/retail building and hotel project (“proposed project”) with City staff; and WHEREAS, Investel is revising the proposed project based on City staff input and is completing required studies and reports; and
WHEREAS, Investel will be investing substantial time and money to complete the entitlement process and desires to enter into a new ENA with the City to secure their investment.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council approves the Exclusive Negotiating Agreement for 150 E.

Ramsey Street, Banning, CA 92220, attached hereto as Exhibit A.

SECTION 2. The City Council authorizes and directs the City Manager (“Authorized Representative”), or his designee, to sign the Exclusive Negotiating Agreement with Investel Development LLC on behalf of the City Council.

SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 14th day of January 2025.

Sheri Flynn, Mayor
City of Banning
757
Resolution 2025-06

Page 2 of 4 ends

ATTEST:

Caroline Patton, Administrative City Clerk
City of Banning
APPROVED AS TO FORM:

John Pinkney, City Attorney
758
Resolution 2025-06

Page 3 of 4 ends

CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-06, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 14th day of January 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
759
Resolution 2025-06

Page 4 of 4 ends

Exhibit A
Exclusive Negotiating Agreement with Investel Development LLC for 150 E Ramsey Street 760

EXCLUSIVE NEGOTIATING AGREEMENT
This EXCLUSIVE NEGOTIATING AGREEMENT ("ENA") is dated as of and is entered into by and between the CITY OF BANNING ("City") and Investel Development, LLC ("Developer"). The City and the Developer are sometimes individually referred to herein as a "Party" and are sometimes collectively referred to herein as the "Parties."

RECITALS
A. The City owns the land in the City of Banning, California described on Exhibit "A" (the Property) and desires to invite the Developer to propose a development plan for a mixed use of Hotel and Apartment/Retail project on the Property (the "Project").

B. The City intends to incur significant costs in negotiating and preparing a disposition and development agreement or "DDA".

C. The Developer has therefore requested that the City negotiate with the Developer on an exclusive basis for a specified period of time to establish the terms and conditions of the DDA.

D. It is anticipated that during the term of this ENA, City staff and consultants and attorneys of the City will devote substantial time and effort in meeting with the Developer and its representatives and consultants, reviewing proposals, plans and reports, negotiating and preparing and revising the DDA, obtaining consultant advice and reports including an appraisal.

NOW, THEREFORE, The Developer has proposed the follows:

1. The term of The ENA shall commence on the date hereof and shall end on the earlier of: (i):

June 30, 2025, or (ii) the date on which the City or the Developer terminates this ENA provided in Sections 2 below (the "ENA Period").

2. The City Manager may terminate this ENA by written notice to the Developer if the Developer should fail to comply with or perform any material provisions of this ENA and such failure is not cured within thirty (30) days after City Manger's delivery of written notice to the Developer ( or such other period of time if such failure cannot by its nature be cured within such thirty (30) day period, so long as Developer diligently proceeds with efforts to cure such failure), or if reasonable progress is not being made in negotiations hereunder as determined by the City Manager in good faith. The Developer may terminate this ENA by written notice to the City if the Developer determines that it does not wish to pursue the Project any further.

3. During the ENA Period, the City shall not negotiate with any person or entity other than the Developer for the sale, lease, or development of the Property.

4. City must comply with California's surplus property statutes (Government Code Sections 54220-54234). City shall be solely responsible for all costs associated with the negotiation with California state.

Page 1 of 10 ends

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5. City shall agree to convey the Property to Developer at no cost to Developer and Developer will agree to accept such conveyance.

6. The City shall confirm that the CEQA/EIR process is not a requirement for Project entitlement if the total site area of the Project is under five (5) acres.

7. City has provided to Developer phase one environment report and will be responsible for all costs associated with preparation of the report.

8. City has provided to Developer ALTA land title survey and will be responsible for all costs associated with preparation of the survey.

9. Developer desires to have the flexibility to merge and redivide the parcel within the parcel 1, 2, 3, and 4 boundaries (see EXHIBIT A).

10. City has confirmed that N. Alessandro St. does not need to be kept as a public through street on the Property.

11. City shall confirm that all utility lines are ready to be connected to the Property, and the capacity is sufficient. City shall be solely responsible for payment of all fees and charges in case ofpublic utility line upgrade is needed.

12. In connection with the initial operation of the Project, to assist in creating future financial feasibility necessary to allow the operation of the project to proceed, the Developer has proposed certain financial assistance from the City including the rebates of a portion of the Transient Occupancy Tax Revenues and Sales Tax Revenues generated by the Project.

13. City shall provide to the Developer copies of all currently written information regarding the Property in its processions, to the extent not previously delivered to the Developer and to the extent material to the Property or Project and not subject to the attorney-client attorney workproduct privilege.

14. The Parties understand and agree that no Party is under any obligation whatsoever to approve or enter into the DDA, and that notwithstanding its approval of this ENA, each party shall have the right to disapprove the DDA, its sole and absolute discretion, and in that regard, the Developer hereby expressly agrees that City shall not be bound by any implied covenant of good faith and fair dealing in connection with such approval or disapproval of any of the DDA.

In the event of the expiration or earlier termination of this ENA, the City shall be free to negotiate with any persons or entities with respect to Property.

15. The Developer shall indemnify, defend, and hold the City and its officers, directors, members, employees, agents and contractors harmless from any and all claims, liabilities, losses, damages, costs and expenses relating to or arising out of this ENA or the Developer's failure to perform any obligation of the Developer under this ENA, or any challenges to the validity

Page 2 of 10 ends

762
of this ENA. The Developer's obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA.

16. The Developer represents and warrants that its undertakings pursuant to this ENA are for the purpose of development of the Property and not for speculation in land, and the Developer recognized that, in view of the importance of the development of the Property to the general welfare of the community, the qualifications and identity of the Developer and its principals are of particular concern to the City; therefore, this ENA may not be assigned by the Developer without the prior express written consent of the City Manager in his sole and absolute discretion. However, the City acknowledges that the Developer may intend to form a new entity to be party to the DDA, and Developer may do so provided that such new entity is controlled and majority-owned by Developer or by owners of Developer, and provided, further, that the Developer first delivers to City a copy of new entity's organizational documents and any amendments thereto, and any other documents necessary for the City to confirm compliance with the foregoing ownership and control conditions.

17. Any notice, request, approval or other communication to be provided by one Party to the other shall be in writing and provided by certified mail, return receipt requested, or a reputable overnight delivery service and addressed as follows:

Developer:

City:

SCG America
12966 Euclid Street Suite 300
Garden Grove, CA 92840
City of Banning
99 E. Ramsey Street
Banning, CA 92220
Attn: City Manager
Notice shall be deemed delivered: (i) if sent by certified mail, then upon the date of delivery or attempted delivery shown on the return receipt; or (ii) if delivery by overnight delivery service, then one ( 1) business day after delivery to the service as shown by records of the service.

18. This ENA constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof. There are no agreements or understandings between the Parties and no representations by either Party to the other as an inducement to enter into this ENA, except as may be expressly set forth herein, and any and all prior discussions and negotiations between the Parties are superseded by this ENA.

19. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties.

Page 3 of 10 ends

763

20. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party.

21. If any Party should bring any legal action or proceeding relating to this ENA or to enforce any provision hereof, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys' fees and expenses from the other. The Parties agree that any legal action shall be filed in and shall occur in the County of Los Angeles.

22. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California.

23. Time is of the essence of each and every provision hereof in which time is a factor.

24. This ENA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same ENA. Executed counterparts of this ENA may be delivered electronically by email to: [email protected] (for City) and to [email protected] (for Developer).

IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the day and year first written above.

CITY:

CITY OF BANNING
Douglas Schulze, City Manager
ATTEST:

Ca�'3Tf�� p';ii:ton, Deputy City Clerk
APPROVED AS TO FORM:
2 8
Serita R. Young, City Attorney
Richards, Watson & Gershon
DEVELOPER:

INVESTEL DEVELOPMENT, LLC
4��
Danny Yinfeng Wei, Executive Vice President

Page 4 of 10 ends

764
EXHIBIT "A"

LEGAL DESCRIPTION

BEFORE LOT LINE ADJUSTMENT
PARCEL 1 (APN 541-181-032)
LLA 21-5001
PARCEL 1 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN.

CONTAINING 2.48 ACRES.

PARCEL 2 (APN 541-181-033)
PARCEL 2 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN.

CONTAINING 0.83 ACRE.

SEE PLAT ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF.

PREPARED UNDER MY SUPERVISION
PREPARED BY: :/'n
CHECKED BY: �

Page 1 of 1 ends

G: \2018\18-0271 \Drawings\Mapping\LLA \18-0271 LLA BEFORE LEGAL DESCS.doc Albert A. Webb Associates 765

PARCEL A
EXHIBIT "A"

LEGAL DESCRIPTION

AFTER LOT LINE ADJUSTMENT
LLA 21-5001
PORTIONS OF PARCELS 1 AND 2 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 2,

SAID CORNER BEING ON THE SOUTHERLY RIGHT OF WAY OF RAMSEY STREET (WIDTH VARIES);
THENCE SOUTH 89°35'53" EAST ALONG THE NORTHERLY LINE OF SAID PARCEL 2 AND ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 19.27 FEET TO AN ANGLE POINT THEREON;
THENCE NORTH 45°15'40" EAST CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 2 AND SAID RIGHT OF WAY LINE, A DISTANCE OF 23.98 FEET TO AN ANGLE POINT THEREON;
THENCE SOUTH 89°35'53" EAST CONTINUING ALONG SAID NORTHERLY LINE AND SAID RIGHT OF WAY LINE, A DISTANCE OF 9.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING SAID NORTHERLY LINE OF PARCEL 2 AND SAID SOUTHERLY RIGHT OF WAY LINE SOUTH 00°
00'00" EAST, A DISTANCE OF 288.80
FEET TO THE SOUTHERLY LINE OF SAID PARCEL 1;
THENCE SOUTH 89°
46'39" EAST ALONG SAID SOUTHERLY LINE, A
DISTANCE OF 222.77 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 1,

SAID CORNER BEING ON THE WESTERLY RIGHT OF WAY LINE OF MARTIN STREET (30.00 FEET IN WESTERLY HALF WIDTH);
THENCE NORTH 00°
07'55" EAST ALONG THE EASTERLY LINE OF SAID
PARCEL 1 AND ALONG SAID WESTERLY RIGHT OF WAY LINE, A DISTANCE OF 279.19 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL 1, SAID POINT BEING ON SAID SOUTHERLY RIGHT OF WAY LINE OF RAMSEY STREET;

Page 1 of 3 ends

G:\2018\18-0271\Drawings\Mapping\LLA \18-0271 ILA AFTER LEGAL DESCS REV.doc Albert A. Webb Associates 766
THENCE NORTH 65°
32'39" WEST ALONG THE NORTHEASTERLY LINE OF
SAID PARCEL 1 AND SAID SOUTHERLY RIGHT OF WAY LINE, A DISTANCE OF 21.85 FEET TO THE NORTHERLY LINE OF SAID PARCEL l;
THENCE NORTH 89°
35'53" WEST ALONG SAID NORTHERLY LINE AND
ALONG SAID SOUTHERLY RIGHT OF WAY LINE, A DISTANCE OF 203.52 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 1.48 ACRES, MORE OR LESS.

PARCELB
PORTION OF PARCELS 1 AND 2 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN, DESCRIBEDAS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 2, SAID

CORNER BEING ON THE SOUTHERLY RIGHT OF WAY OF RAMSEY STREET (WIDTH VARIES);
THENCE SOUTH 89°35'53" EAST ALONG THE NORTHERLY LINE OF SAID PARCEL 2 AND ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 19.27 FEET TO AN ANGLE POINT THEREON;
THENCE NORTH 45°15'40" EAST CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 2 AND SAID RIGHT OF WAY LINE, A DISTANCE OF 23.98 FEET TO AN ANGLE POINT THEREON;
THENCE SOUTH 89°
35'53" EAST CONTINUING ALONG SAID NORTHERLY
LINE AND SAID RIGHT OF WAY LINE, A DISTANCE OF 9.00 FEET;

THENCE LEAVING SAID NORTHERLY LINE AND SAID RIGHT OF WAY LINE SOUTH 00°00'00" EAST, A DISTANCE OF 288.80 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 1;
THENCE NORTH 89°46'39" WEST ALONG SAID SOUTHERLY LINE OF PARCEL 1, A DISTANCE OF 669.26 FEET TO THE SOUTHWESTERLY CORNER THEREOF; THENCE NORTH 0
°06'51" EAST ALONG THE WESTERLY LINE OF SAID
PARCEL 1, A DISTANCE OF 17.12 FEET TO AN ANGLE POINT THEREON;

Page 2 ends

G:\2018\18-0271\Drawings\Mapping\LLA\18-0271 LLA AFTER LEGAL DESCS REV.doc Albert A. Webb Associates 767
THENCE SOUTH 89°46'41" EAST ALONG SAID WESTERLY LINE, A DISTANCE OF 29.01 FEET TO AN ANGLE POINT THEREON;
THENCE NORTH 0
°
07'01" EAST ALONG SAID WESTERLY LINE, A DISTANCE
OF 94.50 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 1; THENCE NORTH 90°
00'00" EAST ALONG THE NORTHERLY LINE OF SAID
PARCEL 1 AND ALONG THE SOUTHERLY LINE OF PARCEL 3 AND 4 OF SAID PARCEL MAP, A DISTANCE OF 594. 72 FEET TO THE SOUTHEASTERLY CORNER THEREOF;
THENCE NORTH 0
°
00'00" WEST ALONG THE EASTERLY LINE OF SAID
PARCEL 3, A DISTANCE OF 158.02 FEET TO THE POINT OF BEGINNING.

CONTAINING 1.84 ACRES, MORE OR LESS.

SUBJECT TO ALL CONDITIONS, RESERVATIONS, RESTRICTIONS,

EASEMENTS, OFFERS OF DEDICATIONS, RIGHTS AND RIGHT OF WAYS OF RECORD, IF ANY.

SEE PLAT ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF.

PREPARED
�

UNDER MY SUPERVISION
11�/zr MIClfAELRJOHNSON, L.S. 7673 DATE'
PREPARED BY: -;/'IJ
CHECKEDBY: �

Page 3 of 3 ends

G: \2018\18-0271 \Drawings\Mapping\LLA \ 18-0271 LLA AFTER LEGAL DES CS REV.doc Albert A. Webb Associates 768
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EXHIBIT "B"

LOT LINE ADJUSTMENT
LLA 21-5001
/ I �AMSEY STREET
_N89"37'18"W 652.13' � � N89'35'53"W 29_9_.9_9' __
N45'15'40•E �
tO S89"35'53"E 23.98' T.P.O.8. PAR A ..t
I
I
I
I
_J _

19.27'
P.O.C. PAR A
P.O.8. PAR B
NW'LY COR PAR 2

9.00'
APN
PM NO. 36285 c-1 j
PM 238/24-25 ; � �
- • :::IE
PARCEL 3 g�
zo
ai IO ....,
-
i...i • NEW � �I' NO BUILDINGS LOT
� ;!:i \ OLD LOT LINE}_ LINE
� - - N9o-oo·oo·E 213.50'
669.26'
N89'46'39"W 892.03'
N89'35'53"W 212.52'
111.93' PM 36285 100.60 PM 36285
203.52'
PARCEL 2 �lo • lo 0
541-481-033 � co
1-
LLJ
LLJ
�I
z
.::::� a::�
<( - N90'00'009
E 23.73' .....,, .,, � �� L,J ai - I� CX) ------ No·oo·oo·E 38.65' '° : NO BUILDINGS � � t� 8 � I N90'00'00.E 50.00' � � z g �I PARCEL 1 e-1 f v, �
1--....._0LD LOT LINE �
g APN 541-481-032 30' I
J
�I L

1.48 AC. NET

PARCEL A
S89'46'39"E 222.77'
10 (ROUTE 10)

ASSOCIATES
WEBB 1---- C_ I_TY OF BA_N_N_I N_G __ ___
G:\2018\ 18-0271 \Drawings\Mapping\LLA\ 18-0271 LLA.dwg THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) IN THE ATTACHED SHEET 1 QF 2 W.O.

DOCUMENT. ALL PRIMARY CALLS ARE LOCATED IN THE WRITTEN DOCUMENT. 18-0271 SCALE: 1"=80' g�� 8�t� 8�/nz�l SUBJECT: LOT LINE ADJUSTMENT LLA 21-soo1 769
L&J
::::::>
z
L&J
0 co z
oi O
;;j (!)
,llJ 0::::

RAMSEY STREET
__ N8_9._37'18"W 65 2.13' �
31 30 -1-Msl b;44
;;-,-4 1 CHURCH
28 =r--11 ��T I
-==- 27---11 I
e __ _J..l.._ ___ _J
PARCEL 4
I
I
I
0 I
Pl C!> t1 �
PARCEL MAP NO. 36285 _j
PM 238/24-25
N9o-oo'oo"E 594.72•
i-;ARCEL 3
+:. L&J 455.72' •
0 I
i--
� PARCEL B 0
b z .;. PARCEL 1
0) 1.84 AC. NET
APN 541-481-032 NO BUILDINGS
669.2 6'
NCT06'51•E 17.12' N89'46'39"W 92. 8 0 3'
INTERSTATE 10 (ROUTE 10)
ALBERT A. CITY OF BANNING
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ASSOCIATES 1
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THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) IN THE ATTACHED SHEET 2 QF 2 W.O.

DOCUMENT. ALL PRIMARY CALLS ARE LOCATED IN THE WRITTEN DOCUMENT. 1-80271 SCALE: 1 "=80' 8�� ...ilL 8�tf 03111121 SUBJECT: LOT LINE ADJUSTMENT LLA 21 -5001 770
Secretary of State
Statement of Information
(Limited Liability Company)
IMPORTANT- This form can be filed online at
bizfile.sos.ca.gov.

Read instructions before completing this form.

Filing Fee - $20.00
LLC-12
Copy Fees - First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees
22-849171
FILED
In the office of the Secretary of State
of the State of California
MAR 08, 2022
This Space For Office Use Only

1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

INVESTEL DEVELOPMENT LLC

2. 12-Digit Secretary of State Entity Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)
202003410101 CALIFORNIA

4. Business Addresses
a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code 12966 Euclid Street , Suite 300 Garden Grove CA 92840
b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code 12966 Euclid Street , Suite 300 Garden Grove CA 92840
c. Street Address of California Office, if Item 4a is not in California City (no abbreviations) State Zip Code Do not list a P.O. Box
12966 Euclid Street , Suite 300 Garden Grove CA 92840

5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank).

SCG AMERICA CONSTRUCTION INC
c. Address City (no abbreviations)
12966 Euclid Street , Suite 300 Garden Grove
LLC-12 (REV 12/2021)

Page 1 of 2 ends

Suffix
State Zip Code
CA 92840
2021 California Secretary of State
bizfile.sos.ca.gov
771

6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL- Complete Items 6a and 6b only. Must include agent's full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix

DANNY YINFENG WEI
b. Street Address (if agent is not a corporation) - Do not enter a City (no abbreviations) State Zip Code P.O. Box
12966 Euclid Street , Suite 300 Garden Grove CA 92840
CORPORATION- Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent's Name (if agent is a corporation) - Do not complete Item 6a or 6b

7. Type of Business
Describe the type of business or services of the Limited Liability Company Hotel and Hospitality Holding Company

8. Chief Executive Officer, if elected or appointed
a. First Name Middle Name Last Name Suffix
b. Address City (no abbreviations)

9. Labor Judgment
Does a Manager or Member have an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code? State Zip Code
D Yes 0 No

10. By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.
03/08/2022 DANNY YIN FENG WEI
Date Type or Print Name
LLC-12 (REV 12/2021)

MANAGER
Title

Page 2 of 2 ends

Signature
2021 California Secretary of State
bizfile.sos.ca.gov
772
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
A0-000

COVER PAGE CL
KH
12/28/2023
2023001
No. Description Date

BANNING DEVELOPMENT

PRE-APPLICATION DESIGN PACKAGE
DEC 2023
773

DOWNLIGHTS, INCANDESCENT

DECORATIVE FIXTURE WALLWASHER

S SPEAKER

WALLSCONCE

J JUNCTION BOX

PENDANT LIGHTING FIXTURETRACK LIGHTCEILING FANCOVE LIGHTING

J PROJECTOR MOUNT & FEED (ABOVE CEILING)

SPRINKLER / WALLSPRINKLER

TH THERMOSTAT

DOOR BELLPENDANT LIGHTING FIXTURE

SD SMOKE DETECTOR

EXHAUST FAN

TV TELEVITION OUTLET

DC DOOR CONTACT SWITCH
FLUORESCENT "STRIP LIGHT" UNDER CABINENT FIXTUREDUPLEX RECEPTACLE OUTLETDUPLEX WATERPROOF OUTLETGROUND FAULT INTERRUPTDUPLEX RECEPTACLE OUTLET - HALF HOT SWITCH WP
GFI

RANGE OUTLETREFRIGERATOR OUTLETQUADPLEX RECEPTACLE OUTLET R
REF
S

RC HVAC REMOTE CONTROLLER

SINGLE SWITCH

SDIMMER SWITCHS
3-WAY SWITCH
S
4-WAY SWITCHFLOOR DUPLEX OUTLET TELEPHONE OUTLET
D
34 USBC USB CHANGING PORT

FLOOR QUADPLEX OUTLET

MEP SYMBOLS

SECTION / EXTERIOR ELEVATION INDICATORCOLUMN GRID INDICATORROOM NUMBERPARTITION TYPEFF&E ITEM AND NUMBERCENTER LINECEILING HEIGHT TO FINISH FLOORREVISION CLOUDDENOTES HEARING IMPAIRED ROOMS

DETAIL INDICATOR

BUILDING EXIT OR EXIT ACCESSINTERIOR ELEVATION INDICATOR AC
D B

DETAIL INDICATORDRAWING TITLE

DWG NOSHT NODWG NOSHT NO
SCALE
TITLE
1 A
XXX K1 ROOM TYPE
D01 DOOR NUMBER INDICATOR
W01 WINDOW NUMBER INDICATOR
A

MATERIAL FINISH AND NUMBERDEMOLITION LINE
6' - 0"

ROOM TYPE
XXX

SHEET NUMBER
K1
A-2.01
ROOM NUMBERKEYNOTE INDICATORBATHROOM ACCESSORY KEYREVISION INDICATOR 1LINE BREAKDENOTES ACCESSIBLE ROOMS EXIT
DWG NO
SHT NO
DWG NO
SHT NO

DWG NOSHT NO

DRAWING SYMBOLS

ABBREVIATIONS

DEGREEPLUS OR MINUSDIAMETER

ALMOST EQUAL

NOT EQUAL
ANGLE

BOUNDARY LINECENTER LINEDELTA

AIR CONDITIONINGACOUSTICAREA DRAINAMERICAN WITH DISABILITIES ACTADJACENT / ADJUSTABLEACCESS DOORABOVE FINISH FLOORAGGREGATEALUMINUMALTERNATEAPPROXIMATELYAPARTMENTARCHITECTURALASPHALTAUTOMATICAVERAGE

BATHROOMBOARDBOTTOM ELEVATIONBUILDING LINEBUILDINGBLOCKINGBENCH MARK / BEAMBARE ROOTBEARINGCABINETCATCH BASINCENTER TO CENTERCOVER ELEVATIONCEMENTCORNER GUARDCAST IRON PIPECEILING JOISTCENTER LINECEILINGCLOSETCLEARCONCRETE MASONRY UNITCLEANOUTCOLUMNCOMMONCOMBINATION / COMBINECOMPOSITIONCONCRETECONNECTIONCONSTRUCTIONCONTINUOUS / CONTINUATIONCONTRACTORCORNERCORRIDORCENTERCUBIC YARDCOLD WATERCYLINDERDRAIN / DIFFUSERDIFFUSERDOUBLEDETAILDEPARTMENTDRINKING FOUNTAINDIAGONALDIAMETERDIMENSIONDISCONNECTDISPENSERDISTRIBUTIONDECKDOWNDOORDOWNSPOUTDISHWASHERDRAWINGDRAWEREASTEXISTINGEACHELEVATIONELECTRICELEVATOREMERGENCYENCLOSUREENTRANCEEQUALEQUIPMENTEXHAUSTEXISTINGEXPANSION JOINTEXPANSIONEXPOSEDEXTERIORFIRE MAINFIRE ALARMFAN COIL UNITFLOOR DRAINFOUNDATIONFIRE EXTINGUISHERFIRE EXTINGUISHER CABINETFUEL GASFIXED GLASSFIRE HYDRANTFIRE HOSE CABINETFINISHFIXTUREFLOOR JOISTFLOORFLASHINGFLOORINGFLUORESCENTFIRE PROOFFIRE RATEDFLOW SWITCH / FLOOR SINKFOOTINGGAS / GRILLEGAGEGALVANIZEDGRAB BARGENERALGALVANIZED IRONGLASS / GLAZEGLASS BLOCKGROUNDGOVERNMENTGRADEGYPSUMGYPSUM WALL BOARDHOSE BIBHOLLOW COR / HEATING COILHEADHEADERHANDRAILHARDWAREHARDWOODHORIZONTALHORSEPOWERHIGH POINTHOURHEIGHTHEATINGHEATERHEATING, VENTILATING AND

AIR CONDITIONING

HOT WATERINSIDE DIAMETERINCHINSULATIONINTERIORINTERMEDIATEINVERT IRON PIPE SIZEJANITORJUNCTION BOXJOISTJOINTKEENE'S CEMENTKITCHENKICK PLATE ° ± Ø ≈≠∠℄∆

A/CACSTADADAADJADRAFFAGGALUMALTAPPROXAPTARCHASPHAUTOAVG

BATHBDBEBLBLDGBLKGBMBRBRGCABCBC/CCECEMCGCIPCJCLCLGCLOCLRCMUCOCOLCOMCOMBCOMPCONCCONNCONSTCONTCONTRCORCORRCTRCUYDCWCYLDDIFFDBLDETDEPTDFDIAGDIAMDIMDISCDISPDISTDKDNDRDSDWDWGDWTE(E)EAELELECELEVEMERGENCLENTREQEQUIPEXHEXISTEXP JTEXPNEXPOEXTFFAFCUFDFDNFEFECFGFGLFHFHCFINFIXTFJFLFLASHFLGFLUORFPRFFRFSFTGGGAGALVGBGENGIGLGLBGNDGOVTGRGYPGYP BDHBHCHDHDRHDRLHDWHDWDHORIZHPHPTHRHTHTGHTRHVACHWIDININSULINTINTERMDINVIPSJANJBJSTJTKCKITKP

LAMINATELAVATORYLUMBERLANDINGLENGTHLINEARLOCKERLONGITUDINALLIGHTLIGHTINGLIGHT WEIGHTLOUVERMACHINEMAINTENANCEMARBLEMASONRYMATERIALMAXIMUMMECHANICALMEMBRANEMETALMANUFACTURINGMANUFACTURERMINIMUMMISCELANEOUSMOULDINGMASONRY OPENINGMOUNTEDMULLIONNORTHNEWNOT IN CONTRACTNATURAL GRADENUMBERNOMINALNOT TO SCALENUMBEROBSCUREON CENTEROUTSIDE DIAMETEROFFICEOVERHEADOPENINGOPPOSITEOPERATIONSOVENOVERFLOWPOINTPARTITIONPAVEMENTPEDESTALPARKINGPLATE / PROPERTY LINEPLASTERPLUMBINGPLYWOODPANELPAIRPORCELAINPRECASTPREFABRICATEDPROPERTYPROJECTIONPARTITIONPAVEMENTRISERRADIUSROOF DRAINRECEPTACLEREFERENCEREFRIGERATORREINFORCMENTREQUIREDREVISIONSROOFINGROUGHROOMROUNDROUGH OPENINGRUBBERSOUTHSOLID CORESMOKE DETECTORSHEETSHEET METALSHEATHINGSHOWERSIMILARSPECIFICATIONSSPEAKERSQUARESTAINLESS STEELSOUND TRANS CLASSSTANDARDSTEELSTORAGESTRUCTURALSTAIRWAYSUSPENDEDSYMMETRICALTOWEL BARTO BE DETERMINEDTELEPHONETEMPERATURETHERMOSTATTHICKTHRESHOLDTOP OF CURBTOP OF FENCETOP OF WALLTOILETTOPOGRAPHYTOILET PAPER DISPENSERTELEVISIONTYPICALTHROUGHUNFINISHEDUNLESS OTHERWISE NOTEDURINALVINYL COMPOSITE TILEVENTILATORVERTICALVERIFY IN FIELDVENT THROUGH ROOFWESTWITHWATER CLOSETWOODWIDTHWINDOWWAINSCOTWITHOUTWATERPROOFWEIGHT

ARTWORK / ARTIFACTSACOUSTICAL TILE

CARPETCERAMIC TILESLAMINATED PLASTICMETAL FINISHMIOORO / GLASSPLASTERPAINT FINISHQUAFFY TILESRESILENT FINISHSPECIAL FINISHSTONE / MARBLE / TRAVERTINEUPHOLSTEPYWALL COVERINGWOOD FINISHFIXTURE & FURNITUREFIXTURE, FURNITURE & EQUIPMENTFLOOR COVERINGGUESTROOMGENERAL CONTRACTORINTERIOR ELEVATIONINTERIOR FURNISHINGKITCHEN EQUIPMENT CONTRACTORMOCK-UP ROOMPOWER SUPPLYREFLECTED CEILINGREFERENCE PLAN LAMLAVLBRLDGLGTHLINLKRLONGLTLTGLT WTLVRMACHMAINTMARMASMATLMAXMECHMEMBMETMFGMFRMINMISCMLDGMOMTDMULN(N)NICNGNONOMNTS#OBSCOCODOFFOHOPNGOPPOPSOVOVFLPPARTPAVTPEDPKGPLPLASPLBGPLWDPNLPRPRCPRCSTPREFABPROPPROJPRTNPVMTRRADRDRECPREFREFRREINFREQDREVRFGRGHRMRNDRORUBSSCSDSHTSHT METSHTHGSHWRSIMSPECSSPKRSQSSSTCSTDSTLSTORSTRLSTWYSUSPSYMTBTBDTELTEMPTHERMOTHKTHRESTOCTOFTOWTOILTOPOTPDTVTYPTHRUUNFINUONURVCTVENTVERTVIFVTRWW/W.CWDWDTWDWWNSCTW/OWPWT AAACT
CCTLPMTMIRPLPTQTRFSFSTUPWCWDFFFF&EFCG.RGCIEIFKECMURPSRCRP

MATERIAL FINISH REFERENCEMISCELLANEOUS REFERENCE
PROJECT DATAPROJECT ADDREASS: 150 E. RAMSEY ST.,
BANNING, CA 92220
LEGAL DESCRIPTION: GENERAL PLAN LAND USE & ZONING: DOWNTOWN COMMERCIALBUILDING TYPE: RETAIL, HOTEL AND APARTMENT BUILDING S
SPRINKLER: YES (FULLY SPRINKLED)

HOTEL APARTMENT
OCCUPANCY: R-1 (TRANSIENT HOTEL) R-2 (APARTMENT HOUSES) A-2 (RESTAURANT, BANQUET HALL) S-2 (PARKING GARAGE)A-3 (LOBBY, GYM) M (RETAIL)B (OFFICE, KITCHEN)S-1 (BOH,STORAGE) HOTEL APARTMENT CONST. TYPE: TYPE IA FOR LEVEL 1 TYPE IA FOR S-2 (LEVEL 1) TYPE IIIA FOR LEVEL 2-6 TYPE IIIA FOR R-2 (LEVEL 2-6) FIRE SEPARATIONS: LEVEL 1 TO LEVEL 2 - 3 HOURS A-2, A-3 TO B - 1 HOUR
FIRE WALL =2 HOURS FIRE PARTITION BETWEEN UNIT AND CORRIDOR =1 HOUR FIRE BARRIER AT STAIRWAY, SHAFT ENCLOSURE =2 HOURSSITE AREA: 4.2331± ARCE (184,393.836± S.F.)BUILDING AREA: 225,434 S.F.LANDSCAPE AREA: 44,441 S.F. (24.1%) PAVING AREA: 96,326 S.F.

A) PARKING BREAKDOWN:

STANDARD PARKING STALLS 170COMPACT PARKING STALLS 0
ACCESSIBLE STALLS PROVIDED (# VAN STALLS) 8 (3)
EVCS PARKING STALLS 13EVCS ACCESSIBLE PARKING STALL 1EVCS ACCESSIBLE VAN PARKING STALL 1EV READY PARKING STALLS 75EV CAPABLE PARKING STALLS 30TOTAL PARKING STALLS PROVIDED 298A-1) APARTMENT BUILDING GROSS SQ. FT. AND OCC. LOAD TABULATION:PARKING GARAGE: (S-2 OCCUPANCY) LEVEL 01 = 21,437 S.F. RETAIL: (M OCCUPANCY) LEVEL 01 = 7,326 S.F.

APARTMENT HOUSES: (R-2 OCCUPANCY)
LEVEL 02 - 06 = 27,443 S.F.

SUB-TOTAL = 137,215 S.F.TOTAL BGSF = 165,978 S.F.A-2) HOTEL BUILDING GROSS SQ. FT. AND OCC. LOAD TABULATION:RESTAURANT: (A-2 OCCUPANCY) LEVEL 01 = 2,250 S.F.BANQUET HALL: (A-2 OCCUPANCY) LEVEL 01 = 4,221 S.F.PRE-FUNCTION: (A-2 OCCUPANCY) LEVEL 01 = 824 S.F.LOBBY: (A-3 OCCUPANCY) LEVEL 01 = 885 S.F.GYM: (A-3 OCCUPANCY) LEVEL 01 = 747 S.F.FRONT DESK & OFFICE: (B OCCUPANCY) LEVEL 01 = 982 S.F.KITCHEN: (B OCCUPANCY) LEVEL 01 = 1,494 S.F.BOH & ACCESORY: (S-1 OCCUPANCY) LEVEL 01 = 3,460 S.F. LEVEL 02 - 04 = 3,267 S.F. SUB-TOTAL = 13,261 S.FHOTEL: (R-1 OCCUPANCY) LEVEL 02 - 04 = 11,597 S.F. SUB-TOTAL = 34,791 S.FTOTAL BGSF = 59,456 S.F.B-1) APARTMENT DWELLING UNIT TABULATION (95 UNITS):TYPE 1-BEDROOM 2-BEDROOM 3-BEDROOM TOTAL2/F 2 16 1 193/F 2 16 1 194/F 2 16 1 195/F 2 16 1 196/F 2 16 1 19 TOTAL 10 80 5 95B-2) HOTEL GUESTROOM TABULATION (87 UNITS):TYPE STD SUITE TOTAL2/F 27 2 293/F 27 2 294/F 27 2 29 TOTAL 81 6 87 OCC. FACTOR OCC. LOAD
200 SF/OCC 107 OCC.
60 SF/OCC 122 OCC.
200 SF/OCC 137 OCC.
685 OCC.914 OCC.

OCC. FACTOR OCC. LOAD
15 SF/OCC 150 OCC.15 SF/OCC 281 OCC.
7 SF/OCC 118 OCC.
15 SF/OCC 59 OCC.50 SF/OCC 15 OCC.
150 SF/OCC 7 OCC.200 SF/OCC 7 OCC.
300 SF/OCC 12 OCC.300 SF/OCC 11 OCC.
45 OCC.
200 SF/OCC 58 OCC.
174 OCC.856 OCC.

PROJECT CONTACTSSTRUCTURAL ENGINEER:OWNER:

TBD

EXECUTIVE
ARCHITECT:

TBD
CIVIL ENGINEER:

TBD
PLUMBING / ELECTRICALENGINEER:

SCG AMERICA CONSTRUCTION INC.TEE [email protected] DESIGN
ARCHITECT:

SCG AMERICA CONSTRUCTION INC.KENHAO [email protected] AMERICADANNY [email protected] MECHANICAL ENGINEER:

TBD

SCOPE OF WORKGENERAL SITE DESIGN AND PLANNING, INCLUDING ONE APARTMENT BUILDING AND ONE HOTEL BUILDING.

GENERAL:1. NEW 6-STORY (1-STORY PARKING GARAGE AND 5-STORY

RESIDENTIAL UNITS) CONSTRUCTION OF APARTMENT HOUSING BUILDING

2. NEW 4-STORY (1-STORY COMMON SPACE AND 3-STORY

GUESTROOMS) CONSTRUCTION OF HOTEL BUILDING

3. PLANNING OF THE SITE INCLUDING THE MAIN ENTRANCE,

PARKING ENTRANCE, AND DRIVEWAY

4. LANDSCAPING OF THE SITE
CODE COMPLIANCETHIS PROJECT SHALL COMPLY WITH THE FOLLOWING CODES AND REGULATIONS:2022 CALIFORNIA BUILDING CODE WITH LOCAL

AMENDMENTS
2022 CALIFORNIA ELECTRICAL CODE WITH LOCAL

AMENDMENTS
2022 CALIFORNIA ENERGY CODE (TITLE 24 PARTG)2022 CALIFORNIA GREEN BUILDING CODE2022 CALIFORNIA MECHANICAL CODE WITH LOCAL

AMENDMENTS
2022 CALIFORNIA PLUMBING CODE WITH LOCAL

AMENDMENTS
2022 CALIFORNIA FIRE CODE

INDEX OF SHEETS
LEGEND: X - SHEET ISSUED

R - SHEET ISSUED FOR REFERENCE AND COORDINATION ONLY

SEE TITLEBLOCK FOR REVISION ISSUE DATE(S)

ASSESSOR MAP

VICINITY MAP
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
As indicated
A0-001

GENERAL INFORMATION CL
KH
12/28/2023
2023001
No. Description Date
SHEET

NUMBER SHEET TITLE

PRE-APPLICATION

ENTITLEMENT

RESUBMITTAL
REVISION 1
REVISION 2
REVISION 3
A0-000 COVER PAGEA0-001 GENERAL INFORMATION XA0-100 SITE PLAN (GROUND FLOOR) XA1-101 HT FLOOR PLAN - LEVEL 1 XA1-102 HT FLOOR PLAN - LEVEL 2-4 & ROOF PLAN XA1-301 HT BUILDING ELEVATOINS - NORTH & SOUTH XA1-302 HT BUILDING ELEVATOINS - WEST & EAST XA2-101 AP FLOOR PLAN - LEVEL 1 XA2-102 AP FLOOR PLAN - LEVEL 2 XA2-103 AP FLOOR PLAN - LEVEL 3-6 XA2-104 AP ROOF PLAN X
A2-301 HT BUILDING ELEVATOINS - NORTH & SOUTH XA2-302 HT BUILDING ELEVATOINS - WEST & EAST X ALTA-1 GENERAL INFORMATION XALTA-2 SURVEY PLAN
X
ALTA-3 SURVEY PLAN
X
774
20'
40'

EXISTING

PROPERTY LINE

EXISTING

EASEMENT

PROPOSED

STRAIGHTEN

PROPERTY LINE
10 PUBLIC SIDEWALKS
12 23

WEST PARKING
103 STALLS
22 22
24 11
13 13

MIDDLE PARKING
53 STALLS

EAST PARKING
109 STALLS
29 31
31 VEHICULAR

ENTRY AND EXIT

VEHICULAR

ENTRY AND EXIT

VEHICULAR

ENTRY AND EXIT

VEHICULAR

ENTRY AND EXIT
6 ADA ADA ADA ADA 18 ADA ADA
TRASH

PUBLIC SIDEWALKS PUBLIC SIDEWALKS PUBLIC SIDEWALKS

PUBLIC SIDEWALKS

LOADING
CANOPY
ABOVE
CANOPY
ABOVE

ACCESSIBLE

PATH TO

HOTEL ENTRY ACCESSIBLE

PATH TO

APARTMENT ENTRY

APT GARAGE PARKING
33 STALLS

SWIMMING
POOL
LOBBY

EVENT SPACE
GYM
CAFE

KITCHEN
OFFICE
RETAIL
LOBBY
TRASH

RETAIL RETAIL RETAIL

ADA ADA

EXISTING

EASEMENT

EXISTING

EASEMENT
11 2
11 9

LANDSCAPE

VACATED
ALESSANDRO RD.

VACATED MURRAY ST.

VACATED ALLEY
Project NumberDateDrawn ByChecked ByScale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1" = 30'-0"
A0-100 SITE PLAN (GROUND FLOOR) CL KH 12/28/2023
2023001
No. Description Date
SITE PLAN (GROUND FLOOR) SCALE:
1/16"=1'-0"
1 775
UP
UP
CANOPY
ABOVE
CANOPY
ABOVE
4100 SF

EVENT SPACE
HT-106

HT-A HT-A

HT-D HT-D

HT-B HT-B

HT-C HT-C
702 SF
OFFICE
HT-109
HT-1HT-1
HT-19HT-19
HT-2HT-2
HT-7HT-7
HT-8HT-8
HT-9HT-9
HT-10HT-10
HT-11HT-11
HT-13HT-13
HT-14HT-14
HT-18HT-18
780 SF

PRE-FUNCTION
HT-105
875 SF
LOBBY
HT-101
342 SF
PUBLIC

RESTROOM
HT-104
351 SF

ELEVATOR
LOBBY
HT-103
116 SF

ICE/VENDING
HT-108
702 SF
GYM
HT-110
342 SF
BOH
HT-111
1422 SF

KITCHEN
HT-113
2142 SF
CAFE
HT-112
494 SF
BOH
HT-107
223 SF

FRONT DESK
HT-102
89 SF
ELEC. ROOM
HT-114
HT-3HT-3
HT-4HT-4
HT-5HT-5
HT-6HT-6
HT-12HT-12
HT-15HT-15
HT-16HT-16
HT-17HT-17
13' - 10" 67' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 10" 243' - 8"
28' - 0" 5' - 0" 28' - 0"
61' - 0"
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A1-101
HT FLOOR PLAN - LEVEL 1
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
1 HT FLOOR PLAN - LEVEL 1
776
DN
UP
DN
UP
DN

HT-A HT-A

HT-D HT-D

HT-B HT-B

HT-C HT-C
HT-1HT-1
HT-19HT-19
HT-2HT-2
HT-7HT-7
HT-8HT-8
HT-9HT-9
HT-10HT-10
HT-11HT-11
HT-13HT-13
HT-14HT-14
HT-18HT-18

CANOPY BELOW

CANOPY BELOW
702 SF
SUITE
HT-201
156 SF

HOUSEKEEPING
HT-233
342 SF

GUESTROOM
HT-203
342 SF

GUESTROOM
HT-202
342 SF

GUESTROOM
HT-204
342 SF

GUESTROOM
HT-205
342 SF

GUESTROOM
HT-207
342 SF

GUESTROOM
HT-209
342 SF

GUESTROOM
HT-211
342 SF

GUESTROOM
HT-213
342 SF

GUESTROOM
HT-214
342 SF

GUESTROOM
HT-215
342 SF

GUESTROOM
HT-217
342 SF

GUESTROOM
HT-219
342 SF

GUESTROOM
HT-221
342 SF

GUESTROOM
HT-223
342 SF

GUESTROOM
HT-225
342 SF

GUESTROOM
HT-227
702 SF
SUITE
HT-229
342 SF

GUESTROOM
HT-206
342 SF

GUESTROOM
HT-208
342 SF

GUESTROOM
HT-210
342 SF

GUESTROOM
HT-212
351 SF

ELEVATOR
LOBBY
HT-230
116 SF

ICE/VENDING
HT-231
342 SF

GUESTROOM
HT-216
342 SF

GUESTROOM
HT-218
342 SF

GUESTROOM
HT-220
342 SF

GUESTROOM
HT-222
342 SF

GUESTROOM
HT-224
342 SF

GUESTROOM
HT-226
342 SF

GUESTROOM
HT-228
143 SF
ELEC. ROOM
HT-235
HT-3HT-3
HT-4HT-4
HT-5HT-5
HT-6HT-6
HT-12HT-12
HT-15HT-15
HT-16HT-16
HT-17HT-17
13' - 10" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 10" 243' - 8"
28' - 0" 5' - 0" 28' - 0"
61' - 0"
244 SF

STORAGE
HT-234
89 SF

STORAGE
HT-232

HT-A HT-A

HT-D HT-D

HT-B HT-B

HT-C HT-C
HT-1HT-1
HT-19HT-19
HT-2HT-2
HT-7HT-7
HT-8HT-8
HT-9HT-9
HT-10HT-10
HT-11HT-11
HT-13HT-13
HT-14HT-14
HT-18HT-18
218 SF

ELEVATOR

CONTROL ROOM
HT-501

ELEVATOR OVERHEAD
HT-3HT-3
HT-4HT-4
HT-5HT-5
HT-6HT-6
HT-12HT-12
HT-15HT-15
HT-16HT-16
HT-17HT-17
13' - 10" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 6" 13' - 10" 243' - 8"
28' - 0" 5' - 0" 28' - 0"
61' - 0"
PVC

MEMBRANCE

ROOFING
3' - 6" PARAPET WALL (TYP.)
3' - 6" PARAPET WALL (TYP.)
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A1-102

HT FLOOR PLAN - LEVEL
2-4 & ROOF PLAN
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
2 HT ROOF PLAN
SCALE:
1/8"=1'-0"
1 HT FLOOR PLAN - LEVEL 2-4
777
HT LEVEL 1
0' - 0"
HT LEVEL 2
20' - 0"
HT LEVEL 3
32' - 0"
HT LEVEL 4
44' - 0"

HT ROOF
56' - 0"
HT-1HT-1
HT-19HT-19
HT-2HT-2
HT-7HT-7
HT-8HT-8
HT-9HT-9
HT-10HT-10
HT-11HT-11
HT-13HT-13
HT-14HT-14
HT-18HT-18

HT TOP OF

BULKHEAD
67' - 0"
HT-3HT-3
HT-4HT-4
HT-5HT-5
HT-6HT-6
HT-12HT-12
HT-15HT-15
HT-16HT-16
HT-17HT-17
20' - 0" 12' - 0" 12' - 0" 12' - 0" 11' - 0"
67' - 0"
HT LEVEL 1
0' - 0"
HT LEVEL 2
20' - 0"
HT LEVEL 3
32' - 0"
HT LEVEL 4
44' - 0"

HT ROOF
56' - 0"
HT-1HT-1
HT-19HT-19
HT-2HT-2
HT-7HT-7
HT-8HT-8
HT-9HT-9
HT-10HT-10
HT-11HT-11
HT-13HT-13
HT-14HT-14
HT-18HT-18

HT TOP OF

BULKHEAD
67' - 0"
11' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0"
HT-3HT-3
HT-4HT-4
HT-5HT-5
HT-6HT-6
HT-12HT-12
HT-15HT-15
HT-16HT-16
HT-17HT-17
67' - 0"
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A1-301

HT BUILDING

ELEVATOINS - NORTH &
SOUTH
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
1 BUILDING ELEVATION - NORTH
SCALE:
1/8"=1'-0"
2 BUILDING ELEVATION - SOUTH
778
HT LEVEL 1
0' - 0"
HT LEVEL 2
20' - 0"
HT LEVEL 3
32' - 0"
HT LEVEL 4
44' - 0"

HT ROOF
56' - 0"
HT
-
A
HT
-
A
HT
-
D
HT
-
D
HT
-
B
HT
-
B
HT
-
C
HT
-
C

HT TOP OF

BULKHEAD
67' - 0"
11' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0"
67' - 0"
HT LEVEL 1
0' - 0"
HT LEVEL 2
20' - 0"
HT LEVEL 3
32' - 0"
HT LEVEL 4
44' - 0"

HT ROOF
56' - 0"
11' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0"
HT
-
A
HT
-
A
HT
-
D
HT
-
D
HT
-
B
HT
-
B
HT
-
C
HT
-
C

HT TOP OF

BULKHEAD
67' - 0"
67' - 0"
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A1-302

HT BUILDING

ELEVATOINS - WEST &
EAST
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
1 BUILDING ELEVATION - WEST
SCALE:
1/8"=1'-0"
2 BUILDING ELEVATION - EAST
779
UP
UP
AP-1AP-1
AP-2.1AP-2.1
AP-4AP-4
AP-5.1AP-5.1
AP-6.1AP-6.1
AP-7AP-7
AP-8.1AP-8.1
AP-9.1AP-9.1
AP-10AP-10

AP-A AP-AAP-B AP-B
AP-C.1 AP-C.1AP-D.1 AP-D.1

AP-E AP-E
AP-F.1 AP-F.1
AP-G.1 AP-G.1

AP-H AP-H
AP-K.1 AP-K.1

AP-O AP-O
CANOPY
ABOVE
11 ADA ADA
16' - 4" 30' - 0" 30' - 0" 30' - 0" 30' - 0" 24' - 0" 27' - 0" 24' - 0" 211' - 4"
11 24' - 0" 21' - 4" 8' - 8" 30' - 0" 30' - 0" 30' - 0" 24' - 0" 27' - 0" 24' - 0" 10' - 0" 229' - 0"

ROLL-UP DOOR
(3) 4-YARD RECYCLING DUMPSTER(3) 4-YARD TRASH DUMPSTER(2) 96-GALLON FOOD WASTE CONTAINER 209 SF

ELEVATOR
LOBBY
AP-102
387 SF
LOBBY
AP-101
148 SF

MAILROOM
AP-103
1513 SF
RETAIL 1
AP-105
1986 SF
RETAIL 2
AP-106
1784 SF
RETAIL 3
AP-107
1670 SF
RETAIL 4
AP-108
487 SF

TRASH ROOM
AP-104

RESIDENT PARKING
33 STALLS
AP-3AP-3
24' - 0" 27' - 0" 24' - 0"
75' - 0"

AP-L AP-L

AP-J AP-J
2 9

SECURITY DOOR
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1" = 10'-0"
A2-101
AP FLOOR PLAN - LEVEL 1
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1"=10'-0"
1 AP FLOOR PLAN - LEVEL 1
780
DN
UP DN
UP
AP-1AP-1
AP-4AP-4
AP-7AP-7
AP-10AP-10

AP-B AP-BAP-E AP-E

AP-H AP-H

BUILT-UP ROOFBUILT-UP ROOF

CANOPY BELOW
1100 SF
UNIT B1
AP-201
1100 SF
UNIT B1
AP-203
AP-3AP-3
AP-5AP-5
AP-2AP-2
AP-6AP-6
AP-8AP-8
AP-9AP-9
34' - 4" 6' - 4" 34' - 4"
75' - 0"

AP-L AP-L

AP-C AP-CAP-D AP-D

AP-F AP-F

AP-G AP-G

AP-J AP-J

AP-K AP-K
1100 SF
UNIT B1
AP-205
1100 SF
UNIT B1
AP-207
1100 SF
UNIT B1
AP-209
1210 SF
UNIT B2
AP-202
704 SF
UNIT A1
AP-204
1100 SF
UNIT B1
AP-206
1111 SF
UNIT B1.1
AP-208
1551 SF
UNIT C1
AP-210
169 SF
ELEC. ROOM
AP-222
374 SF

ELEVATOR
LOBBY
AP-220
1100 SF
UNIT B1
AP-211
1100 SF
UNIT B1
AP-213
1111 SF
UNIT B1.1
AP-212
1100 SF
UNIT B1
AP-214
1100 SF
UNIT B1
AP-215
1100 SF
UNIT B1
AP-216
704 SF
UNIT A1
AP-217
1100 SF
UNIT B1
AP-218
1210 SF
UNIT B2
AP-219
327 SF

LEASING OFFICE
AP-221
211' - 4"
34' - 4" 3' - 4" 8' - 8" 22' - 0" 34' - 0" 34' - 0" 34' - 4" 6' - 4" 34' - 4" 34' - 4" 3' - 4" 8' - 8" 22' - 0" 34' - 0" 34' - 0" 34' - 4" 6' - 4" 34' - 4" Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1" = 10'-0"
A2-102
AP FLOOR PLAN - LEVEL 2
CL
KH
12/28/2023
2023001
No. Description Date
1 SCALE:
1"=10'-0"
AP FLOOR PLAN - LEVEL 2
781
DN
DN
UP
UP
AP-1AP-1
AP-4AP-4
AP-7AP-7
AP-10AP-10

AP-B AP-BAP-E AP-E

AP-H AP-H
AP-3AP-3
AP-5AP-5
AP-2AP-2
AP-6AP-6
AP-8AP-8
AP-9AP-9

AP-L AP-L

AP-C AP-CAP-D AP-D

AP-F AP-F

AP-G AP-G

AP-J AP-J

AP-K AP-K
1100 SF
UNIT B1
AP-301
1100 SF
UNIT B1
AP-303
34' - 4" 6' - 4" 34' - 4"
75' - 0"
1100 SF
UNIT B1
AP-305
1100 SF
UNIT B1
AP-307
1100 SF
UNIT B1
AP-309
1210 SF
UNIT B2
AP-302
704 SF
UNIT A1
AP-304
1100 SF
UNIT B1
AP-306
1111 SF
UNIT B1.1
AP-308
1551 SF
UNIT C1
AP-310
1100 SF
UNIT B1
AP-311
1100 SF
UNIT B1
AP-313
1100 SF
UNIT B1
AP-314
1100 SF
UNIT B1
AP-315
1100 SF
UNIT B1
AP-316
704 SF
UNIT A1
AP-317
1100 SF
UNIT B1
AP-318
1210 SF
UNIT B2
AP-319
327 SF

STORAGE
AP-321
374 SF

ELEVATOR
LOBBY
AP-320
1111 SF
UNIT B1.1
AP-312
169 SF
ELEC. ROOM
AP-322
34' - 4" 3' - 4" 8' - 8" 22' - 0" 34' - 0" 34' - 0" 34' - 4" 6' - 4" 34' - 4" 211' - 4"
34' - 4" 3' - 4" 8' - 8" 22' - 0" 34' - 0" 34' - 0" 34' - 4" 6' - 4" 34' - 4" 211' - 4"
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1" = 10'-0"
A2-103

AP FLOOR PLAN - LEVEL
3-6
CL
KH
12/28/2023
2023001
No. Description Date
1 SCALE:
1"=10'-0"
AP FLOOR PLAN - LEVEL 3-6
782
DN
AP-1AP-1
AP-4AP-4
AP-7AP-7
AP-10AP-10

AP-B AP-BAP-E AP-E

AP-H AP-H
AP-3AP-3
AP-5AP-5
AP-2AP-2
AP-6AP-6
AP-8AP-8
AP-9AP-9

AP-L AP-L

AP-C AP-CAP-D AP-D

AP-F AP-F

AP-G AP-G

AP-J AP-J

AP-K AP-K

ELEVATOR OVERHEAD
363 SF

ELEVATOR

MACHINE ROOM
AP-701
PVC

MEMBRANCE

ROOFING
3' - 6" PARAPET WALL (TYP.)
3' - 6" PARAPET WALL (TYP.)
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1" = 10'-0"
A2-104

AP ROOF PLAN CL
KH
12/28/2023
2023001
No. Description Date
1 AP ROOF PLAN SCALE:
1"=10'-0"
783
AP LEVEL 6
68' - 0"

AP ROOF
80' - 0"
AP LEVEL 1
0' - 0"
AP LEVEL 2
20' - 0"
AP LEVEL 3
32' - 0"
AP LEVEL 4
44' - 0"
AP LEVEL 5
56' - 0"

AP TOP OF

BULKHEAD
91' - 0"
AP-1AP-1
AP-2.1 AP-4
AP-4
AP-5.1 AP-6.1 AP-7
AP-7
AP-8.1 AP-9.1 AP-10
AP-10
11' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0" 91' - 0"
AP-3
AP-2 AP-3 AP-5 AP-6 AP-8 AP-9
AP LEVEL 6
68' - 0"

AP ROOF
80' - 0"
AP LEVEL 1
0' - 0"
AP LEVEL 2
20' - 0"
AP LEVEL 3
32' - 0"
AP LEVEL 4
44' - 0"
AP LEVEL 5
56' - 0"

AP TOP OF

BULKHEAD
91' - 0"
AP-1AP-1
AP-4 AP-2.1AP-4
AP-7 AP-6.1 AP-5.1AP-7
AP-10 AP-9.1 AP-8.1AP-10
20' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 11' - 0" 91' - 0"
AP-3
AP-9 AP-8 AP-6 AP-5 AP-3 AP-2
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A2-301

HT BUILDING

ELEVATOINS - NORTH &
SOUTH
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
1 BUILDING ELEVATION - NORTH
SCALE:
1/8"=1'-0"
2 BUILDING ELEVATION - SOUTH
784
AP LEVEL 6
68' - 0"

AP ROOF
80' - 0"
AP LEVEL 1
0' - 0"
AP LEVEL 2
20' - 0"
AP LEVEL 3
32' - 0"
AP LEVEL 4
44' - 0"
AP LEVEL 5
56' - 0"

AP TOP OF

BULKHEAD
91' - 0"

AP-A AP-B
AP-B
AP-C.1 AP-D.1 AP-E
AP-E
AP-F.1 AP-G.1 AP-H
AP-H
AP-K.1 AP-O
11' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0" 91' - 0"
AP-L

AP-C AP-D AP-F AP-G AP-L
AP-J

AP-J AP-K
AP LEVEL 6
68' - 0"

AP ROOF
80' - 0"
AP LEVEL 1
0' - 0"
AP LEVEL 2
20' - 0"
AP LEVEL 3
32' - 0"
AP LEVEL 4
44' - 0"
AP LEVEL 5
56' - 0"

AP TOP OF

BULKHEAD
91' - 0"

AP-B AP-AAP-B
AP-E AP-D.1 AP-C.1AP-E
AP-H AP-G.1 AP-F.1AP-H
AP-O AP-K.1
11' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 12' - 0" 20' - 0" 91' - 0"

AP-LAP-L AP-G AP-F AP-D AP-C
AP-J

AP-K AP-J
Project Number
Date
Drawn By
Checked By
Scale
Sheet Title
Sheet Number

SCG AMERICA
CONSTRUCTION INC.
12966 Euclid St, Suite 300,
Garden Grove, CA, 92840
T 714.696.0000

BANNING

DEVELOPMENT
150 E. Ramsey St.,
Banning, CA, 92220
1/8" = 1'-0"
A2-302

HT BUILDING

ELEVATOINS - WEST &
EAST
CL
KH
12/28/2023
2023001
No. Description Date
SCALE:
1/8"=1'-0"
1 BUILDING ELEVATION - WEST
SCALE:
1/8"=1'-0"
2 BUILDING ELEVATION - EAST
785
WEBB N
W
E
S 05/10/23
786
WEBB N
W
E
S
787

T T T WEBB N W E S T
788

Page 1 of 10 ends

EXCLUSIVE NEGOTIATING AGREEMENT
This EXCLUSIVE NEGOTIATING AGREEMENT (“ ENA”) is dated as of _________________ and is entered into by and between the CITY OF BANNING (“ City”) and Investel Development, LLC (“ Developer”). The City and the Developer are sometimes individually referred to herein as a “ Party” and are sometimes collectively referred to herein as the “ Parties.”

RECITALS
A. The City owns the land in the City of Banning, California described on Exhibit “ A” the Property) and desires to invite the Developer to propose a development plan for a mixed use of Hotel and Retail project on the Property ( the “ Project”).

B. The City intends to incur significant costs in negotiating and preparing a disposition and development agreement or “ DDA”.

C. The Developer has therefore requested that the City negotiate with the Developer on an exclusive basis for a specified period of time to establish the terms and conditions of the DDA.

NOW, THEREFORE, The Developer has proposed the follows:

1. The term of The ENA shall commence on the date hereof and shall end on the earlier of: (i):

January 10, 2024, or (ii) the date on which the City of the Developer terminates this ENA provided in Sections 2 below ( the “ ENA Period”).

2. The City Manager may terminate this ENA by written notice to the Developer if the Developer should fail to comply with or perform any material provisions of this ENA and such failure is not cured within thirty (30) days after City Manger’ s delivery of written notice to the Developer or such other period of time if such failure cannot by its nature be cured within such thirty (30) day period, so long as Developer diligently proceeds with efforts to cure such failure), or if reasonable progress is not being made in negotiations hereunder as determined by the City Manager in good faith. The Developer may terminate this ENA by written notice to the City if the Developer determines that it does not wish to pursue the Project any further.

3. During the ENA Period, the City shall not negotiate with any person or entity other than the Developer for the sale, lease, or development of the Property.

4. City must comply with California’ s surplus property statutes ( Government Code Sections 54220- 54234). City shall be solely responsible for all costs associated with the negotiation with California state.

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C February 23, 2023
789

Page 2 of 10 ends

5. City shall agree to convey the Property to Developer at no cost to Developer and Developer will agree to accept such conveyance.

6. The City shall confirm that the CEQA/EIR process is not a requirement for Project entitlement if the total site area of the Project is under five (5) acres.

7. City shall provide to Developer phase one environment report and will be responsible for all costs associated with preparation of the report.

8. City shall provide to Developer ALTA land title survey and will be responsible for all costs associated with preparation of the survey.

9. Developer desires to have the flexibility to merge and redivide the parcel within the parcel 1, 2, 3, and 4 boundaries ( see EXHIBIT A).

10. City shall confirm if N. Alessandro St. needs to be kept as a public through street on the Property.

13. City shall provide to the Developer copies of all currently written information regarding the Property in its processions, to the extent not previously delivered to the Developer and to the extend material to the Property or Project and not subject to the attorney- client attorney workproduct privilege.

In the event of the expiration or earlier termination of this ENA, the City shall be free to negotiate with any persons or entities with respect to Property.

15. The Developer shall indemnify, defend, and hold the City and its officers, directors, members, employees, agents and contractors harmless from any and all claims, liabilities, losses, damages, costs and expenses relating to or arising out of this ENA or the Developer’ s failure to perform any obligation of the Developer under this ENA, or any challenges to the validity DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 790

Page 3 of 10 ends

of this ENA. The Developer’ s obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA.

16. The Developer represents and warrants that its undertakings pursuant to this ENA are for the purpose of development of the Property and not for speculation in land, and the Developer recognized that, in view of the importance of the development of the Property to the general welfare of the community, the qualifications and identity of the Developer and its principals are of particular concern to the City; therefore, this ENA may not be assigned by the Developer without the prior express written consent of the City Manager in his sole and absolute discretion. However, the City acknowledges that the Developer may intend to form a new entity to be party to the DDA, and Developer may do so provided that such new entity is controlled and majority- owned by Developer or by owners of Developer, and provided, further, that the Developer first delivers to City a copy of new entity’ s organizational documents and any amendments thereto, and any other documents necessary for the City to confirm compliance with the foregoing ownership and control conditions.

Developer:

SCG America
12966 Euclid Street Suite 300
Garden Grove, CA 92840
City:

City of Banning
99 E. Ramsey Street
Banning, CA 92220
Attn: City Manager
Notice shall be deemed delivered: ( i) if sent by certified mail, then upon the date of delivery or attempted delivery shown on the return receipt; or (ii) if delivery by overnight delivery service, then one ( 1) business day after delivery to the service as shown by records of the service.

19. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties.

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 791

Page 4 of 10 ends

20. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party.

21. If any Party should bring any legal action or proceeding relating to this ENA or to enforce any provision hereof, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys’ fees and expenses from the other. The Parties agree that any legal action shall be filed in and shall occur in the County of Los Angeles.

22. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California.

23. Time is of the essence of each and every provision hereof in which time is a factor.

24. This ENA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same ENA. Executed counterparts of this ENA may be delivered electronically by email to: dschulze@banningca. gov ( for City) and to kenhao. hsu@scgamerica. com (for Developer).

IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the day and year first written above.

CITY: DEVELOPER:

CITY OF BANNING INVESTEL DEVELOPMENT, LLC
Douglas Schulze, City Manager Danny Yinfeng Wei, Executive Vice President ATTEST:

Caroline Patton, Deputy City Clerk

APPROVED AS TO FORM AND
LEGAL CONTENT:

Serita R. Young, City Attorney
Richards, Watson & Gershon
DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 2/ 21/ 2023
2/ 21/ 2023 2/ 22/ 2023
2/ 23/ 2023
792

Page 5 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 793

Page 6 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 794

Page 7 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 795

Page 8 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 796

Page 9 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 797

Page 10 of 10 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 798
Secretary of State
Statement of Information
Limited Liability Company)
LLC-12
IMPORTANT — This form can be filed online at
bizfile.sos.ca.gov.

Read instructions before completing this form.

Filing Fee - $ 20.00
Copy Fees - First page $ 1.00; each attachment page $ 0.50; Certification Fee - $ 5.00 plus copy fees This Space For Office Use Only

1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State Entity Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. Business Addresses
a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code c. Street Address of California Office, if Item 4a is not in California Do not list a P.O. Box
City (no abbreviations) State
CA
Zip Code

5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/ member is an individual, complete Items 5a and 5c (leave Item 5b blank).

If the manager/ member is an additional managers/ members, enter the names( s) and address( es) on Form LLC-12A.
a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a
c. Address City (no abbreviations) State Zip Code
LLC- 12 (REV 12/2021) 2021 California Secretary of State bizfile. sos.ca.gov
22-B49171
FILED
In the office of the Secretary of State
of the State of California
MAR 08, 2022

INVESTEL DEVELOPMENT LLC
202003410101 CALIFORNIA
12966 Euclid Street , Suite 300 Garden Grove CA 92840
12966 Euclid Street , Suite 300 Garden Grove CA 92840
12966 Euclid Street , Suite 300 Garden Grove 92840

SCG AMERICA CONSTRUCTION INC
12966 Euclid Street , Suite 300 Garden Grove CA 92840

Page 1 of 2 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 799

6. Service of Process ( Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’ s full name and California street address. a. California Agent' s First Name ( if agent is not a corporation) Middle Name Last Name Suffix b. Street Address ( if agent is not a corporation) - Do not enter a P.O. Box
City (no abbreviations) State
CA
Zip Code
CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b

7. Type of Business
Describe the type of business or services of the Limited Liability Company

8. Chief Executive Officer, if elected or appointed
a. First Name Middle Name Last Name Suffix
b. Address City (no abbreviations) State Zip Code

10. By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

Date Type or Print Name Title Signature
LLC- 12 (REV 12/2021) 2021 California Secretary of State bizfile. sos.ca.gov

DANNY YINFENG WEI
12966 Euclid Street , Suite 300 Garden Grove 92840
Hotel and Hospitality Holding Company
4 03/08/2022 DANNY YINFENG WEI MANAGER

Page 2 of 2 ends

DocuSign Envelope ID: FD3C2E48- 3812-4B66-AB43- 63F909B13C1C 800

EXCLUSIVE NEGOTIATING AGREEMENT
This EXCLUSIVE NEGOTIATING AGREEMENT ("ENA") is dated as of July 10, 2024 and is entered into by and between the CITY OF BANNING ("City") and Investel Development, LLC ("Developer"). The City and the Developer are sometimes individually referred to herein as a "Party" and are sometimes collectively referred to herein as the "Parties."

B. The City intends to incur significant costs in negotiating and preparing a disposition and development agreement or "DDA".

C. The Developer has therefore requested that the City negotiate with the Developer on an exclusive basis for a specified period of time to establish the terms and conditions of the DDA.

NOW, THEREFORE, The Developer has proposed the follows:

1. The term of The ENA shall commence on the date hereof and shall end on the earlier of: (i):

December 31, 2024, or (ii) the date on which the City of the Developer terminates this ENA provided in Sections 2 below (the "ENA Period").

3. During the ENA Period, the City shall not negotiate with any person or entity other than the Developer for the sale, lease, or development of the Property.

Page 1 of 10 ends

Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 80155

5. City shall agree to convey the Property to Developer at no cost to Developer and Developer will agree to accept such conveyance.

6. The City shall confirm that the CEQA/EIR process is not a requirement for Project entitlement if the total site area of the Project is under five (5) acres.

7. City has provided to Developer phase one environment report and will be responsible for all costs associated with preparation of the report.

8. City has provided to Developer ALTA land title survey and will be responsible for all costs associated with preparation of the survey.

9. Developer desires to have the flexibility to merge and redivide the parcel within the parcel 1, 2, 3, and 4 boundaries (see EXHIBIT A).

10. City has confirmed that N. Alessandro St. does not need to be kept as a public through street on the Property.

13. City shall provide to the Developer copies of all currently written information regarding the Property in its processions, to the extent not previously delivered to the Developer and to the extend material to the Property or Project and not subject to the attorney-client attorney workproduct privilege.

In the event of the expiration or earlier termination of this ENA, the City shall be free to negotiate with any persons or entities with respect to Property.

Page 2 of 10 ends

Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 80256
of this ENA. The Developer's obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA.

Developer:

City:

19. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties.

Page 3 of 10 ends

Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 80357

20. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party.

22. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California.

23. Time is of the essence of each and every provision hereof in which time is a factor.

IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the day and year first written above.

CITY:

CITY OF BANNING
Douglas Schulze, City Manager
ATTEST:

Ca�'3Tf�� p';ii:ton, Deputy City Clerk
APPROVED AS TO FORM:
2 8
Serita R. Young, City Attorney
Richards, Watson & Gershon
DEVELOPER:

INVESTEL DEVELOPMENT, LLC
4��
Danny Yinfeng Wei, Executive Vice President

Page 4 of 10 ends

mailto:dschulze@banni mailto:kenhao.hsu@scgam
ngca.gov erica.com
Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 7/11/2024
7/12/2024
7/12/2024
7/29/2024
80458
EXHIBIT "A"

LEGAL DESCRIPTION

CONTAINING 2.48 ACRES.

CONTAINING 0.83 ACRE.

SEE PLAT ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF.

PREPARED UNDER MY SUPERVISION
PREPARED BY: :/'n
CHECKED BY: �

Page 1 of 1 ends

G: \2018\18-0271 \Drawings\Mapping\LLA \18-0271 LLA BEFORE LEGAL DESCS.doc Albert A. Webb Associates Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 80559

PARCEL A
EXHIBIT "A"

LEGAL DESCRIPTION

AFTER LOT LINE ADJUSTMENT
LLA 21-5001
PORTIONS OF PARCELS 1 AND 2 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 2,

Page 1 of 3 ends

G:\2018\18-0271\Drawings\Mapping\LLA \18-0271 ILA AFTER LEGAL DESCS REV.doc Albert A. Webb Associates Docusign Envelope ID: 8FABC529-4083-4AF5-AAC2-BCFB3C55156D 80660
THENCE NORTH 65°
32'39" WEST ALONG THE NORTHEASTERLY LINE OF
SAID PARCEL 1 AND SAID SOUTHERLY RIGHT OF WAY LINE, A DISTANCE OF 21.85 FEET TO THE NORTHERLY LINE OF SAID PARCEL l;
THENCE NORTH 89°
35'53" WEST ALONG SAID NORTHERLY LINE AND
ALONG SAID SOUTHERLY RIGHT OF WAY LINE, A DISTANCE OF 203.52 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 1.48 ACRES, MORE OR LESS.

PARCELB
PORTION OF PARCELS 1 AND 2 OF PARCEL MAP NO. 36285 AS SHOWN BY MAP ON FILE IN BOOK 238 OF PARCEL MAPS AT PAGES 24 THROUGH 25,

INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, LYING WITHIN SECTION 10, TOWNSHIP 3 SOUTH, RANGE 1 EAST, SAN BERNARDINO MERIDIAN, DESCRIBEDAS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 2, SAID

Page 2 ends

Banning City CouncilJanuary 14, 2025

Banning City Council
January 14, 2025