Banning City Council
April 22, 2025

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PASSED, APPROVED AND ADOPTED this 14th day of May 2024 . / ATTEST:
d( 2u
Caroline Patton, Admini
City of Banning
APPROVED AS TO FORM:

S-~-
Serita R. Young , City Attorney
Richards, Watson & Gershon
Resolution 2024- 73

Mayor
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CERTIFICATION:

I, Caroline Patton , Administrative City Clerk of the City of Banning , California, do hereby certify that the foregoing Resolution 2024- 73 , was duly adopted by the City Council of the City of Banning, California , at a regular meeting thereof held on the 14th day of May 2024 by the following vote , to wit:

AYES: Happe, Minjares, Sanchez , and Wallace.

NOES : Flynn .

ABSENT:

ABSTAIN :

Resolution 2024- 73

City of Banning , California
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Resolution 2024- 73

EXHIBIT A
Agreement for Professional Services ( C01019) for
Financial Year End Closeout Processes ( Eide Bailly LLP) 245
AGREEMENT FOR PROFESSIONAL SERVICES ( C01019) FOR

FINANCIAL YEAR END CLOSEOUT PROCESSES BY AND BETWEEN

CITY OF BANNING AND EIDE BAILLY LLP
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( herein " Agreement") is made and entered into this day: ________ , (" Effective Date") by and between the CITY OF BANNING, a California municipal corporation (" City") and Eide Bailly LLP, a Limited Liability Partnership (" Consultant"). City and Consultant are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City has sought a proposal for the performance of the services for Financial Year End Closeout Processes and as further defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal for the performance ofthe services defined and described particularly in Article 1 ofthis Agreement, was selected by City to perform those services.

C. The Parties desire to formalize the selection ofConsultant for performance ofthose services defined and described particularly in Article 1 ofthis Agreement and desire that the terms ofthat performance be as particularly defined and described herein.

D. Pursuant to the City ofBanning' s Municipal Code, City has authority to enter into this Agreement.

NOW, THEREFORE, in consideration ofthe mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy ofwhich are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the "Services" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, and fit for the purpose intended. For purposes of this Agreement, the phrase " highest professional 246
standards" shall mean those standards ofpractice recognized by the American Institute ofCertified Public Accountants ( AICPA).

1.2 Contract Documents and Exhibits.

This Agreement includes the Request for Proposal and Consultant's accepted proposal Contract Documents"), both of which are on file with the City and incorporated herein by this general reference as though fully set forth herein. Exhibit A (Scope of Services), Exhibit B Special Requirements), Exhibit C (Schedule of Compensation), and Exhibit D (Schedule of Performance) also constitute a part ofthis Agreement and are incorporated into this Agreement by this reference. Except as set forth in Section 1.10 regarding Exhibit B, this Agreement controls over the Contract Documents and the provisions in Exhibits A, B and C.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered, and shall render all Services hereunder in accordance therewith.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain and maintain during the term ofthis Agreement, at its sole cost and expense, all necessary licenses, permits, certificates and approvals required by law for the performance ofServices under this Agreement, including a City business license. Consultant shall have the sole obligation to pay for all fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for Consultant's performance ofthe Services required by this Agreement. Consultant shall indemnify, defend and hold harmless City, its officers, employees or agents, against all such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Services.

By executing this Agreement, Consultant warrants that Consultant: ( i) has thoroughly investigated and considered the Scope of Services to be performed, ( ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities and any difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions existing therein, prior to commencement of Services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance ofthe Services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant' s risk until written instructions are received from the Contract Officer (defined in Section 1.12. A).

1.6 Prevention ofLoss and Damages.

Consultant shall adopt reasonable methods during the Term ( defined in Section 3.4) to furnish continuous protection to the work product, and the equipment, materials, papers, 2-
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documents, plans, studies and/ or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City' s own negligence.

1. 7 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonable necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible to perform the Services of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra services beyond that specified in the Scope of Services or to make changes by altering, adding to or deducting from the Services. No such extra services may be undertaken unless a written order is first given by the Contract Officer to Consultant, which written order incorporates therein an adjustment in ( i) the Contract Sum ( as defined in Section

2.1), and/ or ( ii) the Schedule of Performance, ( as defined in Section 3.2), and which written order is approved in writing by Consultant. Any increase in compensation of up to ten percent ( 10%) of the Contract Sum, or $ 25, 000, whichever is less; or in the Schedule of Performance of up to one hundred eighty ( 180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to Services which are specifically set forth in the Scope of Services or which are reasonably contemplated therein.

1.9 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the Services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (" City Facilities"), as City deems, in its sole discretion, to be reasonably necessary for Consultant' s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to a computer, long distance telephone, or other communication charges, and vehicles.

I . IO Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the " Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

1.11 Corrections.
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In addition to the indemnification obligations set forth in Article 4, and Sections 1.4, 1.13,

5.3, 5.4, and 6.3, Consultant shall correct, at its expense, all errors in the Services which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction( s) in a reasonably timely manner, such correction( s) may be made by City, and the cost thereof shall be charged to Consultant.

1.12 Party Representatives.

A. Contract Officer: For the purposes of this Agreement, the Contract Officer shall be the City Manager, or such other person designated in writing by the City Manager Contract Officer"). Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

B. Principals and Personnel of Consultant.
1) Consultant Representative: The following principal of Consultant is hereby designated as being the Consultant Representative authorized to act on Consultant' s behalf regarding the Services specified herein and make all decisions in connection therewith:

Roger Alfaro, CPA Partner
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Consultant Representative were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Consultant Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Consultant Representative. For purposes of this Agreement, the foregoing Consultant Representative may not be replaced nor may their responsibilities be substantially reduced or reassigned by Consultant without the express written approval of City, which shall not unreasonably be withheld. It shall be Consultant' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions which must be made by City to the Contract Officer.
2) Consultant' s Personnel: Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the Services shall be qualified to perform such Services. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant' s staff and sub- contractors, if any, assigned to perform the Services required under this Agreement.

Consultant shall notify City of all changes in Consultant' s staff and sub- contractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance.
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1.13 Independent Contractor.

A. Consultant is an independent contractor and not an employee of City.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. All Services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

B. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses ofany nature to the extent arising from Consultant' s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result ofConsultant' s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

1.14 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation ofConsultant, the Consultant Representative and employees were a substantial inducement for City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City, except as noted in Exhibit A. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation oflaw, whether for the benefit ofcreditors or otherwise, without the prior written approval ofCity. Transfers restricted hereunder shall include the transfer to any person or group ofpersons acting in concert ofmore than twentyfive percent (25%) ofthe present ownership and/or control ofConsultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in Exhibit C-1 and the not-to-exceed sub-budget rates set forth in the "Schedule ofCompensation" attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more than Seventy-Five Thousand Dollars ($75,000.00) (the "Contract Sum"). The Contract Sum shall 5-
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include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

Coordination of the performance of the Services with City is a critical component of the Services.

If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending those meetings.

2.2 Method of Compensation.

The method of compensation may include: ( i) a lump sum payment upon completion of the Services, ( ii) payment in accordance with specified tasks or the percentage of completion of the Services, ( iii) payment for time and materials based upon Consultant' s rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum or ( iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit C. Reimbursable expenses may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual sub- contractor expenses of an approved sub- contractor pursuant to Section 1.14, and only if specified in the Schedule of Compensation.

2.4 Unauthorized Services and Expenses.

City will not pay for any Services or reimburse for any expenses incurred which are not specified in the Scope of Services, unless authorized in writing as set forth in Section 1.8 of this Agreement. City shall make payment for such authorized additional Services and expenses in accordance with Article 2 of this Agreement.

2.5 Invoices.

Each month Consultant shall furnish to City an original invoice for all Services performed and expenses incurred during the preceding month. Each such invoice shall contain all of the information set forth in Section III of Exhibit C to this Agreement. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. Consultant shall not invoice City for any duplicate Services performed by more than one person.

City shall independently review each invoice submitted by Consultant to determine whether the Services performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Consultant to be paid within thirty ( 30) days of receipt of Consultant' s correct and undisputed invoice, except as to any charges for Services performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 6.3. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City of any invoice provided by Consultant shall not constitute waiver of any rights or remedies provided herein or any applicable law.
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2.6 Waiver.

Payment to Consultant for Services performed pursuant to this Agreement shall not be deemed to waive any defects in Services performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time ofEssence.

Time is ofthe essence in the performance ofthis Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

3.2 Schedule ofPerformance.

Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the " Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant. Such unforeseeable consequences include, but are not restricted to, acts of God or public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten ( 10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent ofdelay, and extend the time for performing the Services for the period ofthe enforced delay when and ifin the judgment ofthe Contract Officer such delay is justified, subject to the provisions of Section 1.8. The Contract Officer's determination ( or the City Council's determination, in the event the period of enforced delay exceeds the period specified in Section

1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused; Consultant's sole remedy shall be the extension of the Agreement pursuant to this Section.

3.4 Term.

The Term ofthis Agreement shall be from the Effective Date through December 31, 2024, unless sooner terminated as provided in Article 6 of this Agreement or extended as provided in Sections 1.8 and 3.3 of this Agreement. Maximum term and any subsequent amendment or modification shall not exceed five ( 5) years ..
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ARTICLE 4. INSURANCE AND INDEMNIFICATION

4.1 Minimum Scope and Limits oflnsurance.

Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

A. Commercial General Liability Insurance with a mm1mum limit of 1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, members, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

B. Automobile Liability Insurance for any non-owned or hired vehicle used in connection with the performance ofthis Agreement with a combined single limit of$1,000,000.00 per accident for bodily injury and property damage. IfConsultant does not use any non-owned or hired vehicles in the performance ofServices under this Agreement, Consultant shall obtain a nonowned auto endorsement to the Commercial General Liability policy.

C. Workers' Compensation Insurance as required by the State of California and Employer' s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers' compensation policy is not required; however, Consultant shall execute a declaration that it has no employees.

D. Professional Liability/Errors and Omissions Insurance with minimum limits of $1,000,000.00 per claim and in the aggregate.

4.2 Acceptability ofInsurers.

The insurance policies required under this Article shall be issued by an insurer legally allowed to write insurance in the State ofCalifornia with a rating ofA-:VII or better in the latest edition ofthe A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Article.

4.3 Additional Insured.

The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.

4.4 Primary and Non-Contributing.

The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess ofConsultanf s insurance and shall not contribute with it. 8-
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4.5 Consultant's Waiver of Subrogation.

The insurance policies required under this Article shall not prohibit Consultant and Consultant' s employees, agents or sub-contractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

4.6 Reserved

4.7 Not used. Cancellations or Modifications to Coverage.

Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Article during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. Ifany insurance policy required under this Article is canceled or reduced in coverage or limits, Consultant shall, within seven ( 7) Business Days ( as defined in Section 8.12) of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, ofthe cancellation of or changes to the policy.

4.8 City Remedy for Noncompliance.

IfConsultant does not maintain the policies ofinsurance required under this Article in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Article, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon.

Consultant shall promptly reimburse City for any premium paid by City, or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

4.9 Evidence ofInsurance.

Prior to the performance ofServices under this Agreement, Consultant shall furnish the City Clerk with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Article. The endorsements are subject to City's approval. Consultant shall maintain current endorsements on file with the City Clerk.

Consultant shall provide proof to the City Clerk that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall provide such proof prior to the expiration ofthe coverages.

4.10 Indemnity Requirements not Limiting.

Procurement of insurance by Consultant shall not be construed as a limitation of Consultant' s liability or as full performance of Consultant's duty to indemnify City under this Agreement.

4.11 Sub-contractor Insurance Requirements.

Consultant shall require each ofits sub-contractors that perform Services under this 9-
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Agreement to maintain insurance coverage that meets all ofthe requirements ofthis Article.

4.12 Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnification of City.
1) Indemnities. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively, " Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses ofany nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment ofall consequential damages ( collectively " Claims"), at law or in equity, whether actual, alleged or threatened, which arise out ot~ are claimed to arise out of, pertain to, or relate to the acts or omissions ofConsultant, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, and attributable to the fault of Consultant. Consultant's total liability to the Indemnitees and anyone claiming by, through, or under the Indemnitees, shall not exceed to the percentage share that Consultant' s negligence bears to the total negligence ofthe Indemnitees, Consultant, and all other negligent entities and individuals, as determined by court decision or by the agreement of the Parties.
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant' s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws.

City may offset against the amount ofany fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2. 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify and hold harmless the Indemnitees from and against any and all Claims, in law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's sub-contractor, its officers, agents, servants, employees, sub-contractors, materialmen, contractors or their officers, agents, servants or employees ( or any entity or individual that Consultant's sub-contractor shall bear the legal liability thereof) in the performance of this Agreement, and attributable to the fault of Consultant's subcontractors and any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Consultant's total liability to the Indemnitees and anyone claiming by, through, or under the Indemnitees, shall not exceed to the percentage share that 10-
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Consultant' s sub- contractors' and any other person' s or entity' s involved by, for, with or on behalf of Consultant negligence bears to the total negligence of the Indemnitees, Consultant, and all other negligent entities and individuals, as determined by court decision or by the agreement of the Parties.

B. Workers' Compensation Acts not Limiting. Consultant' s indemnifications and obligations under this Article, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Article shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Consultant' s indemnifications and obligations under this Article shall survive the expiration or termination of this Agreement.

ARTICLE 5. RECORDS, REPORTS, AND RELEASE OF INFORMATION 5 .1 Service Records.

Consultant shall keep, and require sub- contractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and Services performed hereunder ( the " Service Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Service Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Service Records at all times during normal business hours of City, including the right to inspect, copy, audit and make copies and transcripts from such Service Records. Such Service Records shall be maintained for a period of three ( 3) years following completion of the Services hereunder, and City shall have access to such Service Records in the event any audit is required. In the event of dissolution of Consultant' s business, custody of the Service Records may be given to City, and access shall be provided by Consultant' s successor in interest (" Consultant' s Successor"). If custody of the Service Records is given to Consultant' s Successor, Consultant shall give written notice to City of the transfer of the Service Records to Consultant' s Successor. The notice shall include contact information address and telephone number) for Consultant' s Successor, and access shall be provided to City by Consultant' s Successor.

5.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if 11-
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Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein, Consultant shall promptly notify the Contract Officer of that fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

5.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials specifically prepared by Consultant, its employees, sub- contractors and agents for and required to be delivered to City under this Agreement ( the " Consultant Documents") shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement.

Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Consultant Documents hereunder. Any use, reuse or assignment of such completed Consultant Documents for other projects and/ or use of uncompleted Consultant Documents without specific written authorization by Consultant will be at City' s sole risk and without liability to Consultant, and Consultant' s guarantee and warranties shall not extend to such use or assignment. Consultant may retain copies of such Consultant Documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All sub- contractors shall provide for assignment to City of all Consultant Documents specifically prepared by them which are required to be delivered to City under this Agreement; and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 5 .4 Confidentiality and Release of Information.

A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer, unless required by law or applicable professional standards.

B. Consultant, its officers, employees, agents or sub- contractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Consultant gives City notice of such court order or subpoena, if lawful.

C. If Consultant, or any officer, employee, agent or sub- contractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys' fees, caused by or incurred as a result of Consultant' s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub- contractors be served with any summons, complaint, subpoena, notice 12-
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of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any Party regarding this Agreement and the Services performed thereunder, if lawful. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite the response.

ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law.

This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event oflitigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

6.2 Disputes; Default.

In the event that City determines Consultant is in default under the terms ofthis Agreement, City shall have no obligation or duty to continue compensating Consultant for any Services performed after the date ofdefault and Consultant shall not be required to continue to perform until the matter is resolved. In addition to the provisions of Section 4.8, and the right to terminate pursuant to Section 6. 7, ifthe City Manager determines that Consultant is in default in the performance ofany ofthe terms or conditions ofthis Agreement, City may serve Consultant with written notice ofthe default. Consultant shall have ten (10) calendar days after service upon it of the notice in which to cure the default by rendering performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

6.3 Retention ofFunds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant whether or not arising out ofthis Agreement): ( i) any payment amount ofwhich may be in dispute hereunder or which is necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, (ii) all amounts retained pursuant to the provisions ofSection 4.8, (iii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant' s obligation under this Agreement, and ( iv) all payments due or that become due to Consultant during the period that Consultant or any of its sub-contractors fail to maintain any required insurance in full force and effect, until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City, as provided in Section 4.9, 13-
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above. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

6.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver ofany other term, condition, or covenant. Waiver by any Party of any breach ofthe provisions ofthis Agreement shall not constitute a waiver ofany other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either Party ofany default must be in writing, and shall not be a waiver ofany other default concerning the same or any other provision ofthis Agreement.

6.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies ofthe 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.

6.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance ofthis Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant must file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action against City under this Agreement.

6.7 Termination Prior to Expiration of Term.

This Article 6 shall govern any termination of this Agreement except as specifically provided in Section 6.2 for termination for default of Consultant. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be a shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault ofCity, the period of notice may be a shorter time as Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated termination, 14-
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Consultant shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 6.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 6.2.

6.8 Attorneys' Fees.

In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement ( whether in contract, tort or both) or seeks a declaration of any rights or obligations tmder this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorney's fees on any appeal, and in addition the Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action.

ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

7.1 Non-liability of City Officers and Employees.

No officer or employee of City shall be personally liable to Consultant, or Consultant's Successor, in the event ofany default or breach by City or for any amount which may become due to Consultant or Consultant's Successor, or for breach of any obligation of the terms of this Agreement.
7 .2 Conflict ofInterest.

Consultant covenants that neither it, nor any otlicer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or sub-contractor without the express written consent ofthe Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance ofthis Agreement.

No officer or employee of City shall have any direct or indirect financial interest in this Agreement within the scope of Government Code section 1090, nor shall any such officer or employee make, participate in making, or use his or her official position to influence, any City decision relating to the Agreement which has a material financial effect on his or her financial interests or the financial interests ofany corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given, and will not pay or give any third party any money or other consideration for obtaining this Agreement.
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Consultant and its officers, employees, associates and sub- contractors, ifany, shall comply with all conflict of interest statutes of the State of California applicable to Consultant' s Services under this Agreement, including the Political Reform Act ( Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients; but Consultant and its officers, employees, associates and subcontractors shall not, without the Contract Officer' s prior written approval, perform services for another person or entity for whom Consultant is not currently performing services that would require Consultant or one of its officers, employees, associates or sub-contractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance ofthis Agreement.

7.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, or ancestry in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry, or other protected class.

7.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all ofthe provisions ofthe Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of Services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost ofall such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 8. MISCELLANEOUS PROVISIONS

8.1 Notices.

Any notice, demand, request, document, consent, approval, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: ( a) on confirmed delivery by courier service or overnight delivery service during Consultant' s and City' s regular business hours; or (b) three ( 3) Business Days after deposit in the United States mail, by certified or registered mail, and addressed to the Party to be notified as set forth below:
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Ifto City
With a courtesy copy to:

Ifto Consultant:

8.2 Interpretation.

Attn: Lincoln Bogard
Deputy City Manager/ Admin Svcs. Director
City ofBanning
99 East Ramsey Street
Banning, California 92220
Email: lbogard@banningca. gov
Serita R. Young, City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: [email protected]
Attn: Roger Alfario
Partner
Eide Bailly LLP
10681 Foothill Blved, Ste.300
Rancho Cucamonga, CA 91730
Email: ralfaro@eidebailly. com
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason ofthe authorship of this Agreement or any other rule of construction which might otherwise apply.

8.3 Counterparts.

This Agreement may be executed in counterparts, each ofwhich shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.4 Integration; Amendment.

This Agreement, and all exhibits referred to in this Agreement, constitute the final, complete and exclusive statement ofthe terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other and cancels any and all previous negotiations, arrangements, agreements and understandings, ifany, between the Parties, and none shall be used to interpret this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. No amendment to or modification ofthis Agreement, nor any provision or breach hereof waived, shall be valid unless made in writing and approved by Consultant and by City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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8.5 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 unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Mutual Cooperation.

A. City' s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant' s proper performance of the Services required under this Agreement.

B. Consultant' s Cooperation. In the event any claim or action is brought against City relating to Consultant' s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

8. 7 No Third Party Beneficiaries Intended.

This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

8.8 Final Payment Acceptance Constitutes Release.

The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant' s Services. Acceptance of payment shall be any negotiation of City' s check or the failure to make a written extra compensation claim within ten ( 10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub- contractors and agents for the accuracy and competency of the information provided and/ or Services performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the Services prepared by Consultant, its employees, sub- contractors and agents.

8.9 Non- Appropriation of Funds.

Payments to be made to Consultant by City for Services performed within the current fiscal year which are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 18-
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8.10 Headings.

The headings in this Agreement are included solely for convenience ofreference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations ofthe Parties to this Agreement.

8.11 Word Usage.

Unless the context clearly requires otherwise, ( a) the words " shall," " will" and agrees" are mandatory and " may" is permissive; ( b) " or" is not exclusive; and ( c) "includes" or including" are not limiting.

8.12 Business Days.

Business Days" refers to days that the Banning City Hall is open for business.

8.13 Corporate Authority.

The persons executing this Agreement on behalf ofthe Parties hereto warrant that i): such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf ofthat Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision ofany other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns ofthe Parties.

8.14 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.

SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BANNING
Douglas Schulze,
City Manager
ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

Richards, Watson & Gershon
Serita R. Young
City Attorney
Date
Date
Date
CONSULTANT: EIDE BAILLY LLP
NAME: Date
TITLE:

NAME: Date
TITLE:

Tax ID No.

Address:

City CoW1ci1 Approval:

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 CONSULTANT' S BUSINESS ENTITY.
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EXHIBIT " A"

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Financial Year End Closing Processes prepared in connection therewith:

II. As part ofthe Services, Consultant will prepare and deliver the following tangible work products and services to City:

Exhibit "A"-1
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April 22. 2024
Lincoln Bogard
Deputy City M anager
City of Banning
99 E_ Ramse1,• Street
Banning, CA 92220
EideBailly
C"" 1 l lUSINm ADVISORS
This letter outlines the understanding of the ter 1;; and objectives o the consulting engagerr1ent between Eide Bailly LLP ( Eide Bailly} and he Citv of Banning, California (you1_ Scope of Engagement
We will •,vork wi h you to provide consulting se rvices in connection with year-end close services. to include :

Development of modified or enl1anced re-condliation processes and related templat.:s.

Ass1s,ance with enhancements o er prepara ion of 1,•ear-end PBC schedules o facilitate atimelier yearend close precess _ Assistance witht e development and impleme1 tation of a st uctured internal review process in the Ci t sFinance Department for key transactions and year-end PBC schedules.

Assistance withthe vear-end close precess fer the fiscal year e dingJune 30 , :!0:14 , and training fer City staff on use of the processes., templates, and schedules. developed as part of this engagement .

Our engagement ,;Jill be performed u11der he Statements on Standards for Consulting Services issued b1,• the American lnsti Lite o· Centi ied Public Accountants. (AICPAI- We will not provide audit , review, ccmp1lation, or financial statement preparation services to any historical er prospectivefinancial information or provide attestation 1er•,•ices under the Al PA Statements on Standardsfor Attestation Engagements and assume no responsibility -or an,· sue inform ation.

You will provide us , as promptly as. pcssible , all requested infcrma ion and documentation reascnabl ',' deemed necessaf',' or desirable by us in connection with he engagernen . You represent and warrant tha all information and dorumentation provided or o be providedto us is true, correct, and comple e . to the bes o -your knowledge and belie-. We are authorized o rely upon such information and documemation without independen investigation or verification_
VoJ e ma ,• use third part\' sen1ice prov idersand/or affiliated entities (including Eide Sa illy Shared Services Private Li mitedi (collecti ,·ely , "service providers") in order o facilitate delivering our services o ~1ou . Our use of servic.e prcviden may require access to client informatio bv the service provider. 'Ne will take reasonable precautions to determine t at the •,• have the appropriate prccedu es in place tc prevemthe unauthorized release of confidential informat1cn to ethers. We will remain respcnsiille for the confidentiality of client mtormation accessed b',' s.uch service provider and an~• work performed b~• such service provider. You acknowledge tflat your in ormation may be disclosed to such service providers. mcluding those outside the United States.

V•,'e agree to retain our work papersfor a period cf at least e1gh yearsfrom the date o- our report . 1 1068 foolhill llo\od ., St<> JOO RonchoCucamcngc, CA 9 7JOJ6J l 909 d66 441 0 f 909 466 443 1 EC£ Exhibit "A"-2
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Timeline
W e w ill begi our work 1..1pon ac:::eptan = c this engagc m er. t agr: ement. -.. v e wculd , exp, ectto h:: ve our ·, o rk on tPl ete d !::~• ece mh er 3 , 20'.!4. his ti m eta bl e assumes th e tim el•1• receipt of re ques te d informat ion and t he cooperation o t he parties invol ved. It delay s ar e experienced in r ece iv ing inform ation, th e delivery of our wo rk wil l be delayed acco rdi ngly.

Fees
Our fees are b ase d on he an cunt of im e required at \ 1ari o us levels of responsibilit; 1, p lus actua l ou - of- pock et exp enses , in clud ing aciminist r ati\•e charges _ Eicie Ba illy is conscious of our di ents ' desi e to achie ve resu lts a a reasonab le cost , and w e ar e m indf u l c that wh en choosi ng w l ich 1-=vel of staff . o ass ign to an engag": e m ent _ \\le esti m ate t hat our ees for th e engage m ent will ct exceed $ 75,000. Acwa l co sts will be depen dent on , he act u al hours required tc compl et e th e assi gned ask s. If th e scope o tfJOrt is dete rm ined to be sign ifica nt!\• di erent t an an tic ipa te d, w e w ill communicate with - y·ou prier to und erta kin g additior, al tas ks so · hat t er e are nc sur ri,ses. We w ill notif',• you immedia el y o an\• circumstances w e enco u11ter t ha coul d sign ific ant lv affect t his inrti al fee est i ate. Invoices re p ay abl e upon presentatic .

Our wo rk will be illed at t he ra tes shown in t he able below.

Staff Level Hourly Rates
Partn er $ 37
Director $ 350
Senio r Manc1ger $ 318
Manager $_ 65
5 pe rv1 sor $ 235
Senior A5sociate $ 20 1
Associa e $ 159
W e rec og nize that di en s w ant tc control th e cc st o· mul ti -year cc 11 tr acts b',' pro vid ing tr·anspare ncv on t he front end r egardi ng utu re ra te in creases. 1,\/e adjust our ra tes o Aug ust 1st of each year . On . l\ugust 1 of eac h year t hat ',"OU .:: onti nu e 't'.:Jur refa • ionsh1p with t e firm , th e fixed amount and ~ ta ndard rate sch edul e sho wn abov e wdl be adjusted by th e annua l ch ang e in r el ated labor costs for your area as o · t he p re ced ing M ay st .

Th e abili tv to perfo rm and co mpl ete our engage men t co nsistent with t he estim ated fees in clud ed above dep ends upon th e qu alit\' cf your und: rl virig acco unti g record s and an',' other i · ormation r eq uired for th e comp le tion o ou r wor , as well as th .: tim eli ness of your p erso nn el in providing in formation and r espond ing iO our requests_ To assist wit h thi s process , w e will provi de \' OU wi th a Pre p ared- b \•-C lient tPBC) request h at identifies e informa ion we will r eq uire to p erfo m our engageme· nt, as w ell as a pl anned ti m eli ne - or th e eng: igeme nt. f>. ai! ure to provid e this i11format ion in a1 acrnrate and t im e!\• manner m ay res ult in an increase in our foes and/ o r a d ela •,r in the compl etion o our engage m e t .

W e m ay be r eq u este d to m ake cena in e gageme nt docum en atron av ailable t o ou tsi de parties, in u ding regulators , pursu ant o authorit y pro vid ed by lav,, or reg ul ation or ap pl icabl e p rof.: ss ional sta nda rds. If requested , access to such enga _geme nt docum entatio n will b-e prov ided uncier th e sup ervision of Eid e 5aillv LL P' s pe r scnne l. Furthermor e, upon r equ est , w e m a~• provid e cop ies cf se lected engagement docum ent ation t o th e ou ts id e pa r, w o nia-,• in te nd , or decid e, to di str ibute the cojlies o informatio n contained t her ein tc ot h ers, including other gov ernm enta l agencies. · we will be compe ns a ed for an~• ti m e and expens es , indu din g time anci exp enses of legal counse l , w e ma y in cur in m ak in g suc h engagement dorumentation avail ab e or in conducting or re sponding to di:;co,.·ery r equests or partici p ating as a wi tn ess er otti erv.•ise in any leg al, re g ul ator~', or ot her 2 Exhibit " A"- 3
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proceedings as a result of our Firm 'sperformance of these services. You and ~-our attorney will receive. i la•,yful. a copy of every subpoena we are asked o es.pc d t o on your behal and will ave the ability' o control the extent of the discovery process to cont ol the cos s1,•cu n ay incur .

Should our relationship terminate before our work is completed , youwill be billed for services to the date o· termination . All bills are payable upon receipt. A ser.oice charge cf 1;. per month , which is an annual rate cf 12%, will be added to all accounts unpaid 30 days after billing date . If collection action 1s necessar~•. expemes and reasonable attorney'sfees will be added to the amount due.

Tile Cit',' of Banning accepts respcnsibilit,,' or the resul so the services being pro ided and agrees rn perform the allowingfunctionsm connection with this engagement :

Make all managemen decisions and perter all management f nctiens.

Desig ate a co petem individual to oversee the services.

Evaluate the adequacy and results of ttie services performed.

Accept respo 11sibility for the results of the services.

Establis a d maintai i ter al contr Is, including monitoring cngoi g activities.

Eide Bailly, Phas owners tha! are net licemed as certifi:d public accountants ,:ts permitted under Section 5079 o the California BusinessCode . It isnot anticipated that anv of the non -licensee owners w ill be performing ser.•ices for .he City of B<11 ning.

Exhibit "A"-4
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III. In addition to the requirements of Parts I and II of this Scope of Services, during the performance of the Services, Consultant will keep City appraised through periodic status reports regarding the performance of the Services under this Agreement as set forth below and in Section 5.2, by the following means:
a. In-person meetings and/or teleconferences.
b. Email updates/ questions to applicant team and City while reviews are underway.
c. Conference calls.

Exhibit " A"-5
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EXHIBIT " B"

SPECIAL REQUIREMENTS

NONE REQUIRED
Exhibit " B" -1
271
EXHIBIT " C"

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks (" Tasks") not to exceed the rates as stated in Exhibit " C-1"
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub- budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the Services performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved sub-contractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. Consultant' s billing rates for all personnel are attached as Exhibit C-1.

Exhibit "C" -1
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EXHIBIT " C-1"

CONSULTANT' S BILLING RATE AND TASK SCHEDULE
Staff Level Hourly Rates
Partn er $ 37 1
Director $ 350
Sen ior f·Aanager .$ 318
Manage r $ 265
Su pervi sor $ 235
Senio Associate $ 201
Associ ate $ 159
Exhibit " C -l "-1
273
EXHIBIT " D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely, and deliver the specified tangible work products as determined in the initial ' kick-off' meeting between City and Consultant.

II. The Contract Officer may approve extensions for performance of the Services in accordance with Sections 1.8 and 3.3.

Exhibit "D" -1
274
Timelin e
EXHIBIT " D-1 "

PROPOSED PROJECT SCHEDULE
We ,;,,ill bcgir ou r work upon accepta nce c this engagerne t agreement . We wculd expect to have our work comp leted by Decemb er 3 , 20:!4. This timetable assumes t e timel ~• rece ipt of req uested informat ion and the coope ation c t e parties involved . I dela1,·s ar1experience d in recei ving in orr ation, the deliver,,· of our wo rk will be dela~•ed accordi ngly.

Exhibit "D -1 " -1
275
RESOLUTION 2025- 11

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT FOR YEAR- END CLOSE AND ADVISORY SERVICES WITH EIDE BAILLY FOR A REVISED NOTTO- EXCEED TOTAL OF $ 125, 000 WHEREAS, Eide Bailly offers consulting services to assist with year-end close processes, finding efficiencies for that process, and documenting and training staff on the procedures implemented; and
WHEREAS, the consulting division of Eide Bailly is separate from the audit and attest division and qualifies as independent according to Generally Accepted Accounting Principles, including Governmental Accounting Standards, and Statements on Standards for Attestation Engagements and Statements on Standards for Consulting Services as promulgated by the American Institute of Certified Public Accountants (AICPA); and WHEREAS, City Council approved, by Resolution No. 2024-073, a Professional Services Agreement with Eide Bailly on May 14, 2024 in the amount not-to-exceed of $75,000 to assist staff with year-end close services; and
WHEREAS, the City Manager authorized Amendment No.1 to extend the Professional Services Agreement through December 31, 2025; and
WHEREAS, Eide Bailly continues to assist in the development of modified or enhanced reconciliation processes and related templates, provide assistance with enhancements to or preparation of year-end Provided By Client (PBC) schedules to facilitate a timelier yearend close process, provide assistance with the development and implementation of a structured internal review process in the City's Finance Department for key transactions and year-end PBC schedules, provide assistance with the year-end close process for the fiscal year ending June 30, 2024, and provide training for City staff on use of the processes, templates, and schedules developed as part of this engagement.

WHEREAS, the City's Finance Department is understaffed and these services have assisted to offset this staffing shortage to include addressing any corrections to the prior year financial statements and that all balance sheet accounts are reconciled properly.

WHEREAS, Staff is now requesting approval of Amendment No.2 to the Professional Services Agreement to add additional funds in the amount not-to-exceed $50,000.

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

SECTION 1. The City Council approves Amendment No.2 to the Professional Services Consulting Agreement with Eide Bailly to add additional compensation in the amount of $50,000 for a revised not-to-exceed total of $125,000 and authorizes the City Manager to make necessary non-substantive changes to Amendment No.2.

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

Resolution 2025-11

276
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 28th day of January , 2025 .

ATTEST:
k
City of Banning
APPROVED AS TO FORM:
y
aron, E & Pinkney,
Resolution 2025- 11

Sheri Flynn, Mayor
City of Banning
277
CERTIFICATION:

I, Caroline Patton , Administrative City Clerk of the City of Banning, California , do hereby certify that the foregoing Resolution 2024- 11, was duly adopted by the City Council of the City of Banning, California , at a regular meeting thereof held on the 28th day of January, 2025 by the following vote , to wit:

AYES : Barrington, Flynn, Miller, Royce, and Wallace .

NOES :

ABSENT:

ABSTAIN:

Resolution 2025- 11

Caroline Patton , Adminis' tr,
City of Banning , Californ ~a
278
Resolution 2025- 11

EXHIBIT A
Amendment No. 2 Eide Bailly
279
AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT
FOR ( C01019) FOR FINANCIAL YEAR END CLOSEOUT PROCESSES

BY AND BETWEEN CITY OF BANNING AND EIDE BAILLY LLP
THIS AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (" Amendment No. 2") by and between the CITY OF BANNING (" City") and Eide Bailly LLP, a Limited Liability Partnership (" Consultant") is effective as ofthis day: ______ _

RECITALS
A. City and Consultant entered into that certain Contract dated May 14, 2024 for the purpose ofproviding Financial Year End Closeout Processes Services (" Agreement").

B. City and Consultant have entered into Amendment No. 1 to the Agreement dated December 31, 2024 to extend the Term ofthe Agreement to December 31, 2025.

C. City and Consultant now desire to amend the Agreement to increase the Contract Sum to One Hundred Twenty- Five Thousand Dollars ($ 125,000.00).

The Parties therefore agree follows:

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

1.1 The maximum compensation for the Services performed pursuant to this Amendment No. 2 shall not exceed Fifty Thousand Dollars ($ 50,000.00) thereby increasing the Contract Sum, as set forth in Section 2.1 of the Agreement, to One Hundred Twenty-Five Thousand Dollars ($ 125,000.00).

2. Miscellaneous Provisions

2.1 Continued Effect ofAgreement. Except as amended by this Amendment No. 2, all provisions of the Agreement as amended by Amendment Nos. 1 and 2, 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 through 2. In the event of a conflict between the provisions ofthis Amendment No. 2 and the provisions ofthe Agreement or Amendments No. 1 through 2, the provisions of 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 ofthe parties hereto warrant that (i) such party is duly organized and existing, ( ii) they are duly 280
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 ofthis 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]
281
The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.

CITY OF BANNING
Douglas Schulze,
City Manager
City Council Approval: _____ _
ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

City Attorney

CONSULTANT
NAME:

TITLE:

NAME:

TITLE:

NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED.

APPROPRIATE ATTEST ATIO NS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE

BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY.
282
AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT
FOR (C01019) FOR FINANCIAL YEAR END CLOSEOUT PROCESSES

BY AND BETWEEN CITY OF BANNING AND EIDE BAILLY LLP
THIS AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (“Amendment No. 3”) by and between the CITY OF BANNING (“City”) and Eide Bailly LLP, a Limited Liability Partnership (“Consultant”) is effective as of this day: ________________.

RECITALS
A. City and Consultant entered into that certain Contract dated May 14, 2024 for the purpose of providing Financial Year End Closeout Processes Services (“Agreement”) as approved by Resolution 2024-073.

B. City and Consultant have entered into Amendment No. 1 to the Agreement dated December 31, 2024 to extend the Term of the Agreement to December 31, 2025.

C. City and Consultant have entered into Amendment No. 2 to the Agreement dated January 28, 2025 to increase the Contract Sum to One Hundred Twenty-Five Thousand Dollars ($125,000.00) as approved by Resolution 2025-11.

D. City and Consultant now desire to amend the Agreement to increase the Contract Sum to Two Hundred Thousand Dollars ($200,000.00).

The Parties therefore agree follows:

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

1.1 The maximum compensation for the Services performed pursuant to this Amendment No. 3 shall not exceed Seventy-Five Thousand Dollars ($75,000.00) thereby increasing the Contract Sum, as set forth in Section 2.1 of the Agreement, to Two Hundred Thousand Dollars ($200,000.00).

2. Miscellaneous Provisions

2.1 Continued Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement as amended by Amendment Nos. 1, 2, and 3, shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 3. In the event of a conflict between the provisions of this Amendment 283
No. 3 and the provisions of the Agreement or Amendments No. 1 through 3, the provisions of this Amendment No. 3 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. 3.

2.3 Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.

2.4 Counterparts. This Amendment No. 3 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]
284
The Parties are signing this Amendment No. 3 on the date stated in the introductory clause.

CITY OF BANNING CONSULTANT
Douglas Schulze,
City Manager
NAME:

TITLE:

City Council Approval: _______________ NAME:

TITLE:

ATTEST:

Vickie Sellers,
City Clerk
APPROVED AS TO FORM:

City Attorney
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 CONSULTANT’S BUSINESS ENTITY.
285
Resolution 2025-50

RESOLUTION 2025-50

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO.3 TO THE PROFESSIONAL SERVICES AGREEMENT FOR YEAR-END CLOSE AND ADVISORY SERVICES WITH EIDE BAILLY FOR A REVISED NOTTO-EXCEED TOTAL OF $200,000 WHEREAS, Eide Bailly offers consulting services to assist with year-end close processes and additional accounting processes, finding efficiencies for those processes, and documenting and training staff on the procedures implemented; and
WHEREAS, the consulting division of Eide Bailly is separate from the audit and attest division and qualifies as independent according to Generally Accepted Accounting Principles, including Governmental Accounting Standards, and Statements on Standards for Attestation Engagements and Statements on Standards for Consulting Services as promulgated by the American Institute of Certified Public Accountants (AICPA); and WHEREAS, City Council approved, by Resolution No. 2024-073, a Professional Services Agreement with Eide Bailly on May 14, 2024 in the amount not to exceed $75,000 to assist staff with year-end close services; and
WHEREAS, the City Manager authorized Amendment No.1 to extend the Professional Services Agreement through December 31, 2025; and
WHEREAS, City Council approved, by Resolution No. 2025-11, an amendment to the Professional Services Agreement with Eide Bailly on January 28, 2025 in the amount not to exceed $50,000 to assist staff with year-end close services; and WHEREAS, Eide Bailly continues to assist in the development of modified or enhanced reconciliation processes and related templates, provide assistance with enhancements to or preparation of year-end Provided By Client (PBC) schedules to facilitate a timelier yearend close process, provide assistance with the development and implementation of a structured internal review process in the City’s Finance Department for key transactions and year-end PBC schedules, provide assistance with the year-end close process for the fiscal year ending June 30, 2025, assist with additional accounting processes and provide training for City staff on use of the processes, templates, and schedules developed as part of this engagement.

WHEREAS, the City’s Finance Department is understaffed and these services have assisted with offsetting this staffing shortage to include addressing any corrections to the prior year financial statements and that all balance sheet accounts are reconciled properly and allowing staff to bring current the backlog that has resulted due to being understaffed.

WHEREAS, Staff is now requesting approval of Amendment No.3 to the Professional Services Agreement to add additional funds in the amount not-to-exceed $75,000.

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

SECTION 1. The City Council approves Amendment No.3 to the Professional Services Consulting Agreement with Eide Bailly to add additional compensation in the amount of $75,000 286
Resolution 2025-50

for a revised not-to-exceed total of $200,000 and authorizes the City Manager to make necessary non-substantive changes to Amendment No.3.

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 22nd day of April 2025.

Sheri Flynn, Mayor
City of Banning
ATTEST:

Sandra Calderon,
Acting Administrative City Clerk
City of Banning
APPROVED AS TO FORM:

John Pinkney, Interim City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
287
Resolution 2025-50

CERTIFICATION:

I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-50, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 22nd day of April 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sandra Calderon,
Acting Administrative City Clerk
City of Banning, California
288

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Robert Fisher, Acting City Manager
PREPARED BY: Barbara Mason, Chief Procurement Officer
Michelle Green, Interim Administrative Services Director MEETING DATE: April 22, 2025
SUBJECT:

Consideration of Resolution 2025-51, Approving an Amendment No. 3 to the Professional Services Agreement (C00853) with Eide Bailly for External Audit Services for Fiscal Year 2023-24 Cost Overruns in the Amount of $99,500 after 23 Percent Discount.

RECOMMENDATION:

Adopt Resolution 2025-51
BACKGROUND:

In accordance with the engagement letter for the fiscal year ended June 30, 2024, if unexpected circumstances arose during the audit, Eide Bailly would discuss them with the City and arrive at a new fee estimate. During the current year audit, the time incurred to perform required audit procedures, combined with an increased risk relating to prior year material weaknesses and audit findings, has exceeded original estimates in multiple audit areas, including inventory, capital assets, interfund balances, long-term debt, receivables/revenue, expenditures and pensions/OPEB.

JUSTIFICATION:

Throughout the audit process we have coordinated with Audit staff. They have allowed the City to research matters and revise year-end schedules, reviewed support and modified their procedures. As the City continues to research and address items, modifications to the overall timeline are noted, and more detailed assistance has been required from higher level engagement team staff; Government Accounting Standard 100 – Accounting Changes and Error Corrections will be effective for the Fiscal Year 2023-24 audit and staff requested a more thorough review by the auditors in its first contract year due to prior financial misstatement items identified by Finance staff during the Fiscal Year 2023-24 audit and the upcoming implementation of said Standard.

FISCAL IMPACT:
$99,500 in Fiscal Year 2024-25. Some savings are likely to be realized in future years of the contract.

This will be appropriated and paid out of general ledger account 705-4500-412.33-11 for Professional Services.

ALTERNATIVES:
289
Do not adopt Resolution 2025-51 and provide alternative direction to staff.

BUDGETED?:

No
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. CC Resolution No. 2023-128.pdf

2. CC Resolution No. 2024-072.pdf

3. CC_Resolution_No._2024-138.pdf

4. Proposal.pdf

5. Amendment No.3 to Auditing PSA.docx

6. Banning_-_CC_Resolution_2025-
51_Amendment_No._3_to_PSA_for_External_Audit_Services_with_Eide_Baill.docx 290
RESOLUTION 2023-128

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT ( C00853) WITH EIDE

BAILLY LLP TO PROVIDE EXTERNAL AUDITING SERVICES FOR A TERM OF

THREE YEARS WITH AN OPTION TO EXTEND TWO ADDITIONAL YEARS WHEREAS, the City contracted with CliftonlarsonAllen LLP ( CLA) to perform external auditing services for the past two years with an option to extend for another three years; and
WHEREAS, CLA did not meet the City' s expectations for the Fiscal Year 2021- 22 Annual Comprehensive Financial Report due to short- staffing; and WHEREAS, the City provided notice of cancelation of the CLA Agreement and non- renewal; and
WHEREAS, the City Council now wishes to approve a Professional Services Agreement ( C00853) with Eide Bailly LLP for three fiscal years with an option to extend two additional years.

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

SECTION 1. The City Council approves the Professional Services Agreement ( C00853) with Eide Bailly LLP included herein as Exhibit A.

SECTION 2. Authorizes the City Manager or his designee to make necessary budget adjustments, appropriations and transfers related to the Professional Services Agreement with Eide Bailly LLP for each of the following five years in the event that the contract renewal option is acceptable to the City.

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 27th day of June /
Resolution 2023- 128

Alberto nchez, Mayor
City of Banning
291
ATTEST:

Caroline Patton , Dep
City of Banning

APPROVED AS TO FORM AND
LEG~ NT:

Seri~~
Richards , Watson & Gershon
Resolution 2023- 128

292
CERTIFICATION:

I, Caroline Patton , Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2023-128 , was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 27th day of June 2023 by the following vote , to wit:

AYES: Flynn, Minjares, Sanchez , and Wallace.

NOES:

ABSENT: Gonzales .

ABSTAIN:

Resolution 2023- 128

Caroline Patton , Depu ., ity Clerk
City of Banning, Californ ia
293
Resolution 2023-128

EXHIBIT A
Draft Agreement
294
AGREEMENT FOR PROFESSIONAL SERVICES ( C00853) FOR

FINANCIAL AUDITING SERVICES BY AND BETWEEN CITY OF

BANNING AND EIDE BAILLY LLP
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( herein " Agreement") is made and entered into this day: _________ , (" Effective Date") by and between the CITY OF BANNING, a California municipal corporation (" City") and Eide Bailly LLP, a Limited Liability Partnership (" Consultant"). City and Consultant are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the " Parties."

RECITALS
A. City has sought by issuance of a Request for Proposals ( RFP No. 23- 029), the performance of the services for Financial Auditing Services and as further defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1of this Agreement, was selected by City to perform those services.

C. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

D. Pursuant to the City of Banning' s Municipal Code, City has authority to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the " Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the " Services" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, and fit 2344655v8
295
for the purpose intended. For purposes of this Agreement, the phrase " highest professional standards" shall mean those standards of practice recognized by the American Institute of Certified Public Accountants ( AICPA). This Agreement calls for services that, in whole or in part, constitute public works" as defined in the California Labor Code. Therefore, as to those services that are public works," Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B hereto.

1.2 Contract Documents and Exhibits.

This Agreement includes the Request for Proposal and Consultant' s accepted proposal Contract Documents"), both of which are on file with the City and incorporated herein by this general reference as though fully set forth herein. Exhibit A ( Scope of Services), Exhibit B Special Requirements), Exhibit C ( Schedule of Compensation), and Exhibit D ( Schedule of Performance) also constitute a part of this Agreement and are incorporated into this Agreement by this reference. Except as set forth in Section 1.10 regarding Exhibit B, this Agreement controls over the Contract Documents and the provisions in Exhibits A, B and C.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered, and shall render all Services hereunder in accordance therewith.

1.4 Licenses, Permits. Fees and Assessments.

Consultant shall obtain and maintain during the term of this Agreement, at its sole cost and expense, all necessary licenses, permits, certificates and approvals required by law for the performance of Services under this Agreement, including a City business license. Consultant shall have the sole obligation to pay for all fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for Consultant' s performance of the Services required by this Agreement. Consultant shall indemnify, defend and hold harmless City, its officers, employees or agents, against all such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Services.

By executing this Agreement, Consultant warrants that Consultant: ( i) has thoroughly investigated and considered the Scope of Services to be performed, ( ii) has carefully considered how the Services should be performed, and ( iii) fully understands the facilities and any difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions existing therein, prior to commencement of Services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant' s risk until written instructions are received from the Contract Officer ( defined in Section 1.12. A). 2-
296

1.6 Prevention of Loss and Damages.

Consultant shall adopt reasonable methods during the Term ( defined in Section 3.4) to furnish continuous protection to the work product, and the equipment, materials, papers, documents, plans, studies and/ or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City' s own negligence.

I. 7 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonable necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible to perform the Services of the other.

1.8 Additional Services.

City shall have the right at any time during the perfonnance of the Services, without invalidating this Agreement, to order extra services beyond that specified in the Scope of Services or to make changes by altering, adding to or deducting from the Services. No such extra services may be undertaken unless a written order is first given by the Contract Officer to Consultant, which written order incorporates therein an adjustment in ( i) the Contract Sum ( as defined in Section

2.1), and/ or (ii) the Schedule of Performance, ( as defined in Section 3.2), and which written order is approved in writing by Consultant. Any increase in compensation ofup to ten percent ( 10%) of the Contract Sum, or $ 25, 000, whichever is less; or in the Schedule of Performance of up to one hundred eighty ( 180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to Services which are specifically set forth in the Scope of Services or which are reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

1.9 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the Services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (" City Facilities"), as City deems, in its sole discretion, to be reasonably necessary for Consultant' s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to a computer, long distance telephone, network data, internet or other communication charges, vehicles and reproduction facilities. 3-
297

1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the " Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

1.11 Corrections.

In addition to the indemnification obligations set forth in Article 4, and Sections 1.4, 1.13,

5.3, 5.4, and 6.3, Consultant shall correct, at its expense, all errors in the Services which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction( s) in a reasonably timely manner, such correction( s) may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction( s) from any retention amount held by City, or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction( s), as provided in Section 6.3.

1.12 Party Representatives.

A. Contract Officer: For the purposes of this Agreement, the Contract Officer shall be the City Manager, or such other person designated in writing by the City Manager Contract Officer"). Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

B. Principals and Personnel of Consultant.
1) Consultant Representative: The following principal of Consultant is hereby designated as being the Consultant Representative authorized to act on Consultant' s behalf regarding the Services specified herein and make all decisions in connection therewith:

Roger Alfaro, CPA Partner
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Consultant Representative were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Consultant Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Consultant Representative. For purposes of this Agreement, the foregoing Consultant Representative may not be replaced nor may their responsibilities be substantially reduced or reassigned by Consultant without the express written approval of City, which shall not unreasonably be withheld. It shall be Consultant' s responsibility to assure that the Contract Officer is kept informed of the progress 4-
298
of the performance of the Services, and Consultant shall refer any decisions which must be made by City to the Contract Officer.
2) Consultant' s Personnel: Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the Services shall be qualified to perform such Services. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant' s staff and sub- contractors, if any, assigned to perform the Services required under this Agreement.

Consultant shall notify City of all changes in Consultant' s staff and sub- contractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance.

1.13 Independent Contractor.

A. Consultant is an independent contractor and not an employee of City.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. All Services provided pursuant to this Agreement shall be performed by Consultant or under its supervISion. Consultant will determine the means, methods, and details of performing the Services. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all repmis and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

B. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant' s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

1.14 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, the Consultant Representative and employees were a substantial inducement for City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty- five percent ( 25%) of the present ownership and/ or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this 5-
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Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in Exhibit C-1 and the not- to- exceed sub- budget rates set forth in the " Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more than One Hundred Twenty- One Thousand Three Hundred Dollars ($ 121, 300. 00) ( the " Contract Sum"). The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Coordination of the performance of the Services with City is a critical component of the Services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending those meetings.

2.2 Method of Compensation.

The method of compensation may include: ( i) a lump sum payment upon completion of the Services, ( ii) payment in accordance with specified tasks or the percentage of completion of the Services, ( iii) payment for time and materials based upon Consultant' s rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum or ( iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit C. Reimbursable expenses may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual sub- contractor expenses of an approved sub- contractor pursuant to Section 1.14, and only if specified in the Schedule of Compensation.

2.4 Unauthorized Services and Expenses.

City will not pay for any Services or reimburse for any expenses incurred which are not specified in the Scope of Services, unless authorized in writing as set forth in Section 1.8 of this Agreement. City shall make payment for such authorized additional Services and expenses in accordance with Article 2 of this Agreement.

2.5 Invoices.

Each month Consultant shall furnish to City an original invoice for all Services performed and expenses incurred during the preceding month. Each such invoice shall contain all of the information set forth in Section III of Exhibit C to this Agreement. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the 6-
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Agreement. Consultant shall not invoice City for any duplicate Services perfonned by more than one person.

City shall independently review each invoice submitted by Consultant to determine whether the Services performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Consultant to be paid within thirty ( 30) days of receipt of Consultant' s correct and undisputed invoice, except as to any charges for Services performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 6.3. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City of any invoice provided by Consultant shall not constitute waiver of any rights or remedies provided herein or any applicable law.

2.6 Waiver.

Payment to Consultant for Services performed pursuant to this Agreement shall not be deemed to waive any defects in Services performed by Consultant.

ARTICLE3. PERFORMANCESCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period( s) established in the " Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure.

The time period( s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant. Such unforeseeable consequences include, but are not restricted to, acts of God or public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/ or acts of any governmental agency, including City, if Consultant shall within ten ( 10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified, subject to the provisions of Section 1.8. The Contract Officer' s determination ( or the City Council' s determination, in the event the period of enforced delay exceeds the period specified in Section

1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant 7-
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be entitled to recover damages against City for any delay in the performance of this Agreement, however caused; Consultant' s sole remedy shall be the extension of the Agreement pursuant to this Section.

3.4 Term.

The Term of this Agreement shall be from the Effective Date through June 30, 2024 to continue in full force and effect until completion of the services but not exceeding one ( 1) year from the date hereof, with the option to extend for four ( 4) additional one- year terms unless sooner terminated as provided in Article 6 of this Agreement. Maximum term and any subsequent amendment or modification shall not exceed five ( 5) years.

ARTICLE 4. INSURANCE AND INDEMNIFICATION

4.1 Minimum Scope and Limits of Insurance.

Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

A. Commercial General Liability Insurance with a mm1mum limit of 1,000, 000. 00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000, 000. 00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, members, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

B. Automobile Liability Insurance for any non- owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of$1,000, 000. 00 per accident for bodily injury and property damage. If Consultant does not use any owned, nonowned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non- owned auto endorsement to the Commercial General Liability policy.

C. Workers' Compensation Insurance as required by the State of California and Employer' s Liability Insurance with a minimum limit of$1,000, 000. 00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers' compensation policy is not required; however, Consultant shall execute a declaration that it has no employees.

D. Professional Liability/ Errors and Omissions Insurance with minimum limits of $1,000, 000. 00 per claim and in the aggregate.

4.2 Acceptability of Insurers.

The insurance policies required under this Article shall be issued by an insurer legally allowed to write insurance in the State of California with a rating of A:VII or better in the 8-
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latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Article.

4.3 Additional Insured.

The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.

4.4 Primary and Non- Contributing.

The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self- insurance available to City. Any insurance or self- insurance maintained by City, its officers; employees, agents or volunteers, shall be in excess of Consultant' s insurance and shall not contribute with it.

4.5 Consultant' s Waiver of Subrogation.

The insurance policies required under this Article shall not prohibit Consultant and Consultant' s employees, agents or sub- contractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

4.6 Deductibles and Self- Insured Retentions.

At City' s option, Consultant shall either reduce or eliminate the deductibles or selfinsured retentions with respect to City; or Consultant shall procure a bond guaranteeing payment of losses and expenses.

4.7 Cancellations or Modifications to Coverage.

Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Article during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Article is canceled or reduced in coverage or limits, Consultant shall, within two ( 2) Business Days ( as defined in Section 8.12) of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

4.8 City Remedy for Noncompliance.

IfConsultant does not maintain the policies of insurance required under this Article in full force and effect during the term of this Agreement, or in the event any of Consultant' s policies do not comply with the requirements under this Article, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant' s expense, the premium thereon.

Consultant shall promptly reimburse City for any premium paid by City, or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 9-
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4.9 Evidence oflnsurance.

Prior to the performance of Services under this Agreement, Consultant shall furnish the City Clerk with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Article. The endorsements are subject to City' s approval. Consultant shall maintain current endorsements on file with the City Clerk.

Consultant shall provide proof to the City Clerk that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall provide such proof prior to the expiration of the coverages.

4.10 Indemnity Requirements not Limiting.

Procurement of insurance by Consultant shall not be construed as a limitation of Consultant' s liability or as full performance of Consultant' s duty to indemnify City under this Agreement.

4.11 Sub- contractor Insurance Requirements.

Consultant shall require each of its sub- contractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Article.

4.12 Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnification of City.
1) Indemnities. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, hold harmless and indemnify Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages collectively " Claims"), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, sub- contractors, materialmen, consultants or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, except for Claims arising from the negligence or misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant' s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws.

City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.3. 304
3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub- contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities and Claims, in law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant' s sub- contractor, its officers, agents, servants, employees, sub- contractors, materialmen, contractors or their officers, agents, servants or employees ( or any entity or individual that Consultant' s sub- contractor shall bear the legal liability thereof) in the performance of this Agreement except for Liabilities and Claims arising from the negligence or misconduct of the Indemnitees, as determined by court decision or by the agreement ofthe Parties.

ARTICLE 5. RECORDS, REPORTS, AND RELEASE OF INFORMATION 5 .1 Service Records.

Consultant shall keep, and require sub- contractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and Services performed hereunder ( the " Service Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Service Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Service Records at all times during normal business hours of City, including the right to inspect, copy, audit and make copies and transcripts from such Service Records. Such Service Records shall be maintained for a period of three ( 3) years following completion of the Services hereunder, and City shall have access to such Service Records in the event any audit is required. In the event of dissolution of Consultant' s business, custody of the Service Records may be given to City, and access shall be provided by Consultant' s successor in interest (" Consultant' s Successor"). If custody of the Service Records is given to Consultant' s Successor, Consultant shall give written notice to City of the transfer of the Service Records to Consultant' s Successor. The notice shall include contact information address and telephone number) for Consultant' s Successor, and access shall be provided to City by Consultant' s Successor.

5.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein, Consultant shall promptly notify the Contract Officer of that fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.
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5.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ( the " Consultant Documents") specifically prepared by Consultant, its employees, sub- contractors and agents for and required to be delivered to City under this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Consultant Documents hereunder. Any use, reuse or assignment of such completed Consultant Documents for other projects and/ or use of uncompleted Consultant Documents without specific written authorization by Consultant will be at City' s sole risk and without liability to Consultant, and Consultant' s guarantee and warranties shall not extend to such use or assignment. Consultant may retain copies of such Consultant Documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All sub- contractors shall provide for assignment to City of all Consultant Documents specifically prepared by them which are required to be delivered to City under this Agreement; and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

5.4 Confidentiality and Release of Information.

A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer, unless required by law or applicable professional standards.

B. Consultant, its officers, employees, agents or sub- contractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement. Response to a subpoena or court order shall not be considered " voluntary" provided Consultant gives City notice of such court order or subpoena, if lawful.

C. If Consultant, or any officer, employee, agent or sub- contractor of Consultant, provides any infonnation or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys' fees, caused by or incurred as a result of Consultant' s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub- contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any Party regarding this Agreement and the Services performed thereunder, if lawful. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to 12-
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discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite the response.

ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law.

This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

6.2 Disputes: Default.

A. In the event that City determines Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any Services performed after the date of default and Consultant shall not be required to continue to perform until the matter is resolved. In addition to the provisions of Section 4.8, and the right to terminate pursuant to Section 6.7, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City may serve Consultant with written notice of the default. Consultant shall have ten ( 10) calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

B. In the event of termination pursuant to this Section, City may take over the Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated ( provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set- off or partial payment of the amounts owed City as provided in Section 6.3.

6.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant whether or not arising out ofthis Agreement): ( i) any payment amount of which may be in dispute hereunder or which is necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, (ii) all amounts retained pursuant to the provisions of Section 4.8, (iii) all amounts for which City may be liable to third parties, by reason of Consultant' s acts or omissions in performing or failing to perform Consultant' s obligation under this Agreement, and ( iv) all payments due or that become due to Consultant during the period that Consultant or any of its sub- contractors fail to maintain any required insurance in full force and effect, until notice is received by City that the required insurance has been restored to full force and effect and that the 13-
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premiums therefore have been paid for a period satisfactory to City, as provided in Section 4.9, above. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

6.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

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.

6.5 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.

6.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant must file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action against City under this Agreement.

6.7 Termination Prior to Expiration of Term.

This Article 6 shall govern any termination of this Agreement except as specifically provided in Section 6.2 for termination for default of Consultant. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty ( 30) days' written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be a shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty ( 60) days' written notice to City, except that where termination is due to the fault of City, the period of notice may be a shorter time as Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be 14-
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specifically approved by the Contract Officer. Except where Consultant has initiated termination, Consultant shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 6.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non- terminating Party with the opportunity to cure pursuant to Section 6.2.

6.8 Attorneys' Fees.

In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement ( whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorney' s fees on any appeal, and in addition the Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action.

ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

7.1 Non- liability of City Officers and Employees.

No officer or employee of City shall be personally liable to Consultant, or Consultant' s Successor, in the event of any default or breach by City or for any amount which may become due to Consultant or Consultant' s Successor, or for breach of any obligation of the terms of this Agreement.

7.2 Conflict oflnterest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant' s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or sub- contractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any direct or indirect financial interest in this Agreement within the scope of Government Code section 1090, nor shall any such officer or employee make, participate in making, or use his or her official position to influence, any City decision relating to the Agreement which has a material financial effect on his or her financial interests or the financial interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant 15-
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warrants that it has not paid or given, and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Consultant and its officers, employees, associates and sub- contractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant' s Services under this Agreement, including the Political Reform Act ( Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients; but Consultant and its officers, employees, associates and subcontractors shall not, without the Contract Officer' s prior written approval, perform services for another person or entity for whom Consultant is not currently performing services that would require Consultant or one of its officers, employees, associates or sub- contractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.

7.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, or ancestry in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry, or other protected class.

7.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of Services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 8. MISCELLANEOUS PROVISIONS

8.1 Notices.

Any notice, demand, request, document, consent, approval, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: ( a) on confirmed delivery by courier service or overnight delivery service during Consultant' s and City' s regular business hours; or (b) three ( 3) Business Days after deposit in the United States mail, by certified or registered mail, and addressed to the Party to be notified as set forth below:
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Jfto City
With a courtesy copy to:

Jfto Consultant:

8.2 Interpretation.

Attn: Lincoln Bogard
Deputy City Manager/ Admin Svcs. Director
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: lbogard@banningca. gov
Serita R. Young, City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: SYoung@rwglaw. com
Attn: Roger Alfario
Partner
Eide Bailly LLC
10681 Foothill Blved, Ste.300
Rancho Cucamonga, CA 91730
Email: ralfaro@eidebailly. com
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.4 Integration; Amendment.

This Agreement, and all exhibits referred to in this Agreement, constitute the final, complete and exclusive statement of the tenns of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. No amendment to or modification of this Agreement, nor any provision or breach hereof waived, shall be valid unless made in writing and approved by Consultant and by City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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8.5 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 unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Mutual Cooperation.

A. City' s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested infonnation as is reasonably available for Consultant' s proper performance of the Services required under this Agreement.

B. Consultant' s Cooperation. In the event any claim or action is brought against City relating to Consultant' s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

8.7 No Third Party Beneficiaries Intended.

This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

8.8 Final Payment Acceptance Constitutes Release.

The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant' s Services. Acceptance of payment shall be any negotiation of City' s check or the failure to make a written extra compensation claim within ten ( 10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub- contractors and agents for the accuracy and competency of the information provided and/ or Services performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the Services prepared by Consultant, its employees, sub- contractors and agents.

8.9 Non- Appropriation of Funds.

Payments to be made to Consultant by City for Services performed within the cmTent fiscal year which are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 18-
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8.10 Headings.

The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.

8.11 Word Usage.

Unless the context clearly requires otherwise, ( a) the words " shall," " will" and agrees" are mandatory and " may" is permissive; ( b) " or" is not exclusive; and ( c) " includes" or including" are not limiting.

8.12 Business Days.

Business Days" refers to days that the Banning City Hall is open for business.

8.13 Corporate Authority.

The persons executing this Agreement 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 Agreement on behalf of that Party, ( iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BANNING
Douglas Schulze,
City Manager
ATTEST:

Caroline Patton
Deputy City Clerk
APPROVED AS TO FORM:

Richards, Watson & Gershon
Serita R. Young
City Attorney
Date
Date
Date
CONSUL TANT: EIDE BAILLY LLP
NAME: Date
TITLE:

NAME: Date
TITLE:

Tax ID No.

Address:

City Council Approval:

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 CONSULTANT' S BUSINESS ENTITY.
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EXHIBIT " A"

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Financial Auditing Services prepared in connection therewith:

II. As part of the Services, Consultant will prepare and deliver the following tangible work products and services to City:

Exhibit " A"-1
I I303-0008\2450682v I.doc
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V.B Proposal
Exhibit "A"

CITY OF BANNING
A. STATEMENT OF UNDERSTANDING AND APPROACH

UNDERSTANDING YOUR NEEDS
Professional Services Requested
Based on the issued RFP , we understand your needs as outlined below:

ACFR and Single Aud it .

Preparation of all applicable State Controller' s Reports, including :
o City' s Financial Transaction Report.
o Transit Operators' Financial Transaction Report ( Regular). o Transit Operators' Financial Transaction Report ( Special). o Special Districts' Financial Transactions Report ( Financing Authority}. o Special Districts' Financial Transactions Report ( Banning Utility Authority).

City of Banning Appropriations Limit.
o Auditors ' report on their review of the County' s Appropriations Limit set by Article XIIIB of the State Constitution ( Proposition 111).

Independent Auditor' s Report on Compliance with Bond Covenants Banning Utility Authority - Water and Wastewater.
o Basic financial statements.
o Auditors' report .
o Report on internal controls and other matters.

Independent Auditor' s Report on Compliance with Bond Covenants for Electric Enterprise .

Independent Auditor' s Report on Compliance with Bond Covenants for Community Facilities Districts. o Includes Sun Lake CFD 86-1, Specia l AD 91- 0, Fair Oaks AD 2001- 1 and Atwell CFD 2020 - 02.

City of Banning Housing Authority.
o Basic financial statement .

Commitment to the City of Banning
We welcome the opportunity to be your professional services firm and commit to providing the services listed above. In addition, we will:

Provide ongoing help for questions, concerns and problems that arise whether they are anticipated or unexpected . As part of our contract the firm agrees to provide one updating session per year with financial/ accounting staff. Nature and logistics of the training are subject to discussion with the City.

Provide Roger Alfaro as your specific client service contact who will coordinate your service team and provide managers and staff to assist management with informed and accurate solutions.

Provide experienced professionals who possess the depth and expertise to handle significant or complicated issues .

When you work with Eide Bailly, your experience will be different than working with other CPA firms . Our professionals are thought leaders who strive to become your trusted business advisors by delivering insightful advice and industry knowledge.
1 I eidebailly. com
Exhibit "A" -2
316
Exhibit " A"

CITY OF BANNING

AUDIT METHODOLOGY & APPROACH
At Eide Bailly, we promise you a better overall experience. While we recognize multiple firms are capable of accomplishing the objectives of an audit, Eide Bailly appreciates that every situation and every organization is different, and we tailor our approach based on the needs of each client.

Eide Bailly values its business relationships and demonstrates this through our partner and manager involvement . Our senior level professionals are involved with our clients and accessible throughout the year.

They do not delegate all tasks to staff, but rather stay involved on- site during fieldwork and stay connected throughout the year. This approach delivers the greatest benefit to our clients because we are able to stay abreast of changes in and updates to our client' s operating environment and collaborate to achieve optimal results.

Our clients experience a communication approach that stands apart in both style and frequency . Because we recognize effective communication is critical throughout the entire audit process, our service and communication approach begins with planning and continues throughout the year. Additionally, we take a collaborative communication approach with our clients and include them in the process as our peers. Our clients offer a wealth of knowledge and information about their organization, and communicating with them as a business peer ultimately produces the best outcome.

Prior to beginning the engagement, we will discuss with management:

The engagement timeline.

The audit approach and process.

Additional considerations that may affect scope, schedules and workpapers to be prepared by your personnel.

Upon appointment as your auditor, we will discuss the audit schedules and work with you to ensure the timeline meets your needs and makes the most effective use of your staff members' time . 2 I eidebailly. com
Exhibit " A" - 3
317
Audit Schedule
Exhibit "A"

CITY OF BANNING
We understand your requested timeline and are committed to meeting your deadlines .

Eide Bailly commits to you that if your team is prepared for the audit when our team is in the field, we will meet your deadlines. We will work closely with your team through the planning stages to clearly define expectations and the items required from your team in order to facilitate an efficient audit to enable us to meet your deadline . The following table identifies the structure of our audit for the City reports and the timing of each section :
ii Engagement Timeline
Activity Initial Year ** Future Years
Entrance Conference
Interim Single Audit Fieldwork
Interim Exit Conference
Detailed Audit Plan Provided
Entrance Conference for Final
Fieldwork
Fieldwork
Exit Conference
Draft Reports
Draft Report Edits
Final Report
Opinions Issued - ACFR *
Opinions Issued - Single Audit
ACFR Presentation to Council
Ongoing Communication
Immediately following award
Immediately following award
May
May 4th - June 15th
Last day of interim fieldwork
Within two ( 2) weeks of conclusion of Interim Audit
October 9, 2023
Week of October 9, 2023
First week of September
First week of September
Last day of final fieldwork
Reviewed by City within four ( 4) weeks of fieldwork conclusion Provided by City within one ( 1) week of receipt of draft report Provided to City two ( 2) weeks prior to issuance for final review On or before December 31, 2023 Prior to Thanksgiving
On or before March 31
On or before January 2024
Throughout the Year
December
Includes Memorandum of Internal Control and other Required Communications .

The firm will accommodate the requested initial year timelines to the best of our ability in the initial year.

We will meet your deadlines. By engaging in thorough audit planning and communications with management, we begin each engagement with a strong understanding of the various deadlines for each of the financial and single audits and the steps involved along the way to meet these deadlines. An audit project plan will be developed between our team and the City and then followed closely, and we will work with the City' s management team to customize our auditing services and specific timelines to your needs. We believe in clear, up- front and open communication with no surprises .
3 I eidebailly. com
Exhibit "A" -4
318
Assistance from City and City Staff
Exhibit " A"

CITY OF BANNING
Your service team will meet with the City' s management for initial planning and a pre- audit conference to discuss audit schedules and review prior year problems ( if any). We' ll then provide the City personnel a Prepared by Client Guide ( PBC), which highlights the workpapers and information needed for the audit process . We' ll hold meetings with the accounting personnel throughout the audit process determining the list of open items and the plan to finalize those items.

During the engagement, our use of the City personnel will include answering questions, updating schedules, addressing issues identified and obtaining support documentation. Our processes focus on performing the audit efficiently, which includes constant communication amongst the team members so we' re not asking redundant questions or requesting the same document several times. We also hold weekly meetings with management to determine the audit status and any outstanding items to be addressed . This keeps the number of hours needed by the City personnel to a minimum.

We ask our clients to have the requested schedules, documentation, confirmations and financial statements prepared by the requested dates. Having these items prepared before we arrive for final fieldwork ensures the success of meeting the mutually agreed upon deadlines .

On-Site Requirements
Given the potential for a primarily virtual audit process, we anticipate our use of City owned facilities or property to be minimal. For any work that will be performed on- site, we expect the City to provide office space and internet access for our team members.

Audit Process
Our audit approach is designed to collaborate with the City and achieve optimal results. The approach consists of five major components: Planning, Interim, Fieldwork, Reporting and Ongoing Communication. If awarded, we will discuss with management our proposed schedule, but we also have the flexibility to make any changes to meet the reporting deadlines. The objectives of each component are described in the following pages:

Planning
Discuss and finalize the engagement timeline, audit approach and process.

Discussions with management and accounting staff, including the Board, if requested, to address any risks or concerns they may have.

Evaluate the nature of the operating environment ( for example, changes in volume, degree of system and reporting centralization, sensitivity of processed data, the impact on critical business processes, potential financial impacts, planning conversions and economic and regulatory environment).

Review of interim financial information and reports to identify significant risks and changes early.

Review of significant estimate areas and consideration of underlying assumptions early in process .

Gain an understanding of the City and its reporting units and their environments.

Documentation of internal control systems, including IT, and related changes from prior periods.

Consideration of fraud, risk of noncompliance, illegal acts, abuse, etc.

Assessment of audit risk and identification of potential audit issues.

Assessment of materiality and testing scopes to the extent possible and presentation of audit plan.

Preparation and communication of audit request lists and workpapers.

Develop expectations regarding timing and audit progress. 4 I eidebailly . com
Exhibit " A" - 5
319
Exhibit "A"

CITY OF BANNING
Gain understanding of single audit programs and perform an analysis of potential major federal programs.

Interim Fieldwork: Single Audit
Our approach to performing the single audit is broken into three different phases :

Phase I: Risk assessment and planning .

Phase 11: Major program testing.

Phase Ill: Assessment and reporting .

Phase I: Risk Assessment and Planning
This phase basically encompasses the planning and risk assessment of your federal programs. The planning phase, if done correctly, will set the tone of the single audit as well as set the stage for an efficient and effective single audit. We will work closely with management to properly identify federal programs and clusters to determine the major programs to be tested .

The steps associated with risk assessment and planning include:

Determine grant awards and funding increments.

Determine the Type A and Type B thresholds.

For any programs above the threshold ( Type A) perform a review of the past two single audits and document the program risk to determine if the program is high risk or low risk.

Make final determination of major programs to be tested based on the above steps.

Review the applicable Uniform Guidance Compliance Supplement for any unusual items for each of the major programs, as well as determine which compliance areas are direct and material for each major program.

Phase II: Major Program Testing
After making the major program determination as noted above, we will test the major programs. Steps for each major program are as follows :

Obtain the audit steps from the Compliance Supplement which provides the audit steps for each major program .

Based on the direct and material compliance areas identified during the planning phase, obtain from management the process and controls relating to those direct and material compliance areas. The controls for each compliance area need to address the five components of Committee of Sponsoring Organizations of the Treadway Commission ( COSO) as required by Uniform Guidance .

Select samples for control and compliance testing.

Perform control testing for effectiveness and compliance testing of selected transactions.

Report any material weaknesses or material noncompliance to the City' s management.

Provide periodic meetings to discuss the status of the single audit testing. Any potential findings are discussed with management while our auditors are in the field and are concluded during fieldwork .

Phase Ill: Assessment and Reporting
The above steps are based on the preliminary Schedule of Expenditures of Federal Awards ( SEFA). Once the SEFA has been finalized, we will determine if any additional major programs are to be tested. We will perform the following steps:
5 I eidebailly. com
Exhibit "A" -6
320
Exhibit "A"

CITY OF BANNING
If additional major programs have been identified, perform the steps as noted in the major program testing for the new programs.

Review the prior findings, if any, and perform steps to determine if the findings were cleared by management and do not need to be reported during the current year.

Prepare the Schedule of Findings and Questioned Costs.

Have an exit conference with management and key grant personnel and provide a draft report of the single audit as well as any Yellow Book findings required to be reported. These findings are reviewed by the manager and engagement partner prior to the exit conference. This is done so no surprises arise after we pull out of the field .

Interim Fieldwork : Financial Statement
Discussions with management to determine internal controls, perform walk- th roughs and discuss any potential audit issues.

Determine audit procedures by area, based on results of audit planning and risk assessment .

Determine confirmation needs .

Prepare listing of audit information requested from the City .

Review minutes, resolutions and ordinances .

Perform tests of legal compliance.

Weekly updates to the City staff.

Exit conference with management.

Final Fieldwork
Audit areas based on risk assessment .

Obtain and prepare schedules and analyses supporting the financial information .

Discuss findings with management, if any.

Discuss proposed journal entries with management, if any.

Finalize single audit testing.

Weekly updates to the City staff.

Exit conference with management.

Reporting
Review of the financial statements by the partner over the engagement .

Review of financial statements by a partner not otherwise associated with the audit to obtain a "second opinion" on the completeness and adequacy of financial statement disclosures and audit procedures .

Completion of management letters and review with management.

Preparation of other communications to management and the Board.

Assistance with preparation of the Data Collection Form and the preparation of the reporting package for submission to the Federal Audit Clearinghouse.

Presentation to the Board at its regularly scheduled meeting, if requested. 6 I eidebailly. com
Exhibit "A" -7
321
Exhibit "A"

CITY OF BANNING
Ongoing Communication
Obtain interim financial statements throughout the year for review .

Analyze significant changes and identify areas to further tailor our audit plans and to keep us up to date with continuing changes .

Compare the interim results to year- end results for the past few years to identify potential issues in the financial reporting process.

Participate periodically at your Board meetings, and any other meetings, at the Board' s request .

We will hold an exit conference with management and provide periodic written or oral reports on the status of the audit to representatives of the City . The success of the audit is dependent on the amount of open communication throughout the year and not just during the audit period. We will work closely with management and the accounting personnel throughout the audit process and will hold weekly meetings to go over open items as well as discuss any potential accounting or compliance issues identified during the audit. We believe in no surprises. When we perform the exit conference, we will hold a final discussion on any potential findings and will come to a conclusion during the conference. Our goal is to have no additional findings subsequent to the exit conference.

Using Information Technology Auditors
As part of any financial audit, Eide Bailly is required under auditing standards to obtain a sufficient understanding of the accounting system and technology environment in order to plan the audit. It is our philosophy to not on ly meet but also exceed this requirement by involving Eide Bailly' s dedicated technology specialists to participate in audits as deemed appropriate .

Our IT methodology is based on American Institute of Certified Public Accountants ( AICPA) guidelines, the internal controls framework prescribed by COSO, and the best practices for technology controls as defined by the Control Objectives for Information and Related Technology ( COBIT) developed by the Information Systems Audit and Controls Association ( ISACA). When auditing the technology environment, we evaluate both the general technology controls and specific application controls in effect . This requires our IT auditors to consider how the accounting systems, infrastructure, processes and people work individually and together to ensure financial records are being appropriately processed and reported. As such, we must work with IT staff to assess how the relevant systems and technology environment are administered and supported, and with accounting staff to evaluate how financial data is processed and system controls are maintained to enforce segregation of duties.

Eide Bailly has extensive experience integrating a variety of IT services into our audit engagements across organizations in the public, private and nonprofit sectors . These experiences include auditing of IT operations, security and software development as well as conducting both internal and external network vulnerability tests .

In addition, we have former federal and local law enforcement computer forensic specialists that utilize the latest tools to analyze and investigate digital media for a wide range of purposes. We have seasoned professionals with years of relevant technology experience, many of whom carry a myriad of certifications, including the following designations:

Certified Information Systems Auditor ( CISA)
Certified in Risk and Information Systems Control ( CRISC) Certified Information System Security Professional ( CISSP) Certified Information System Manager { CISM)
Certified Financial Systems Auditor ( CFSA)
Certified Common Security Framework Practitioner ( CCSFP) GIAC Security Essentials Certification ( GSEC)
Certified Internal Auditor ( CIA)
Certified Government Audit Professional ( CGAP)
Certified Risk Management Assurance ( CRMA)
Certified Information Technology Professional ( CITP)
Certified Penetration Testing Engineer ( CPTE)
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Exhibit "A" -8
322
Exhibit "A"

CITY OF BANNING
Our experience with audits of various entities requires adherence to various standards surrounding interna l controls including the COSO Framework, generally accepted government auditing standards ( GAGAS) and Federal Information System Controls Audit Manual ( FISCAM). We work with all our clients to help them understand the updated COSO framework . We have conducted training on COSO and risk assessments nationwide and believe we will add value and improve the effectiveness of the risk management, control and governance processes.

Use of Technology
Ei de Bailly staff utilizes progressive and effective software to streamline processes and make them as efficient as possible. These technologies include:

My Eide Bailly (Web-Based Client Site)
My Eide Bailly is an online client site giving clients the ability to transfer files securely and connect digitally with Eide Bailly . Email is not a secure way to exchange documents, but My Eide Bailly can handle large file uploads in a safe, secure manner.

EIDE BAILtf
In addition , My Eide Bailly offers clients visibility into their projects, control over who can access and see files related to those projects ( including th ird parties), and an easy way to browse invoices, articles and upcoming webinars and other events . My Eide Bailly makes it easy to share and stay connected with Eide Bailly, creating efficiencies for both our clients and our staff during engagements. Additional features will be added as we build our digital strategy to empower our clients to work with us digitally, if they choose .

Surolink
Suralink is an interactive Provided by Client ( PBC) software solution aimed at improving the client experience for document exchange . This addition to our suite of tools has the potential to save a substantial amount of time managing PBC documents, creat ing increased efficiencies during your engagement.

Doto Extraction Software
Eide Bailly designs our approach to incorporate the use of Team Mate Analytics to maximize efficiency while conducting a very effective audit . Through Team Mate, we can extract information from related databases and create databases that check for duplicate payments, summarize payments, extract journal entries from specific accounts, develop expectations for analytical procedures and recalculate system calculations, among a host of other procedures developed by our audit team .

CH ProSystem fx Engagement by Wolters Kluwer
This software is used to perform the audit, retains the electronic workpapers and supporting documentation, performs project tracking and facilitates quality engagement review .

Adopting to Change
Many of our clients are wondering about working on their audits remotely . Eide Bailly performs all engagements in a paperless environment. As a techno logy- driven firm, we' ve seen no issues in performing audit procedures off- site from our clients. We' ve taken advantage of technology, such as using Microsoft Teams, which allows us to communicate with our clients face to face, while sharing screens, to make the process as seamless as possible . We' re utilizing Zoom to host webinars and town hall meetings to educate and assist our clients on rapidly changing circumstances and how to successfully nav igate those changes . As a result, we have no concerns completing this audit remotely should the need arise. We' ll discuss with management which approach, remote vs. on- site, works best for you. 8 I eidebailly. com
Exhibit "A" -9
323
Analytical Procedures
Exhibit "A"

CITY OF BANNING
Eide Bailly will apply analytical procedures throughout general planning to improve our understanding of your operations and to identify audit areas for increased attention. These will be applied to assist in planning the nature, timing and extent of other procedures. They will be applied to all balance sheet, revenue/ receipt and expense/ expenditure areas . These procedures include, but are not limited to, the comparison of current year to prior year and budget amounts. Areas that show results different from those anticipated or planned will be further investigated to determine the validity ofthe variance.

During the year- end audit fieldwork, we use analytical procedures to test whether errors affecting account balances or classes of transactions have occurred by comparing the recorded amount with an independently developed expectation of that amount. We develop the expectation in such a way that a significant difference between the expectation and the recorded amount is indicative of a financial statement misstatement, unless we can obtain and corroborate explanations for the difference. Analytical procedures are a natural extension of our understanding of your business because the key factors that influence your business may be expected to affect the financial data.

In the audit reporting phase, we perform a final analytical review at the financial statement level as the last step to ensure we have gained a comprehensive understanding of the financial statements during the audit engagement and to determine whether the financial statements are appropriately presented and contain appropriate disclosures. Such final analytical procedures highlight and explain significant changes from the previous year and ensure such changes are consistent with the knowledge of your business and our audit evidence. These procedures typically consider trends based on several previous years, instead of comparison only with the prior period .

Internal Control Structure
A significant aspect of the planning process involves understanding each reporting units' internal control environment, including information technology ( IT) controls and, where relevant, testing of internal controls .

The following is a summary of the process Eide Bailly uses regarding internal controls over financial reporting and compliance:

Internal Controls over Financial Reporting
Our approach will start with any documentation related to internal controls already developed. We review that documentation to obtain an overview of the internal control system and then conduct interviews with the City' s staff to complete the documentation of our understanding related to internal controls and significant changes each year .

After conducting the interviews, we will evaluate the internal control system design and expected operating effectiveness for significant areas depending on the reporting unit. We expect by completing control testing in these areas, we can reduce substantive testing and conduct an efficient audit. Our approach toward control testing will be focused on key process controls or overall system controls, rather than detailed control process testing. We will also focus on key IT related controls in process areas such as revenue, payroll and claims, as they tend to allow more efficiency for an audit perspective relative to the control process.

Eide Bailly utilizes a risk- based approach incorporating both control testing and substantive tests of balances, where appropriate. In certain areas we do not consider as significant, we will plan to conduct the audit using a primarily substantive approach. It has been our experience it is often more efficient and effective to substantively audit a balance rather than complete an extensive control test. 9 I eidebailly. com
Exhibit "A" -10
324
Internal Controls over Compliance
Exhibit "A"

CITY OF BANNING
Our approach for internal controls over compliance associated with federal programs is similar to the approach regarding internal controls over financial reporting related to accumulation, documentation and evaluation of the control environment.

Test of controls over compliance are required for major federal programs . Our approach is identifying key controls applicable to direct and material compliance requirements for testing, as well as incorporating results from tests of internal controls over financial reporting and IT.

The approach we will take to gain an understanding of your internal controls includes:

Interview the City personnel.

Review organizational charts, accounting and procedure manuals and programs.

Complete internal control questionnaires.

Write- up system narratives.

Evaluate items selected for testing.

Review controls over financial information systems .

The timely completion of this work will assist us in performing our work efficiently and communicating any potential recommendations as soon as possible.

In addition, our engagement approach is based on the following:

Observations we believe will help the City achieve its objectives will be shared . We will also be pleased to respond to inquiries you may have about financial or other business matters.

The assistance to be provided by your personnel, including the preparation of schedules and analyses of accounts, will be discussed with the finance department. The timely completion of this work will assist us in performing our work efficiently.

Statistical Sampling
Sampling may be performed for tests of controls, compliance testing and substantive tests of certain accounts and transactions. During our audit of basic financial statements, we will also select various transactions for testing based on materiality assessed at the appropriate level. These transactions may include such items as capital asset additions, expenditures, subsequent disbursements and subsequent receipts. We will be pleased to discuss specific sample sizes and selection methods when they are determined, either during audit planning or during fieldwork .

We will select the appropriate sample size to support our conclusions in compliance with laws and regulations.

We will use confirmations in the areas of cash and investments, receivables and other areas deemed necessary.

Determining Laws and Regulations Subject to Audit Test Work During the planning process, we will also discuss with the City management and personnel the laws and regulations to which the City is subject. The objective of our discussion will be to determine those laws and regulations that could have a material impact on the financial statements and those laws and regulations pertinent to the City' s federal financial assistance programs. Pertinent to our discussion will be our knowledge of such laws and regulations, and our knowledge of Government Auditing Standards. We are aware of the applicable requirements and consider them when determining the necessary audit procedures for the City. 10 I eidebailly. com
Exhibit "A" -11
325
Exhibit "A"

CITY OF BANNING
We will perform tests of the City' s compliance with certain provisions of laws, regulat ions, contracts and grants .

We will assess the risk of material misstatement resulting from violations of laws and regulations having a direct and material effect on the determination of financial statement amounts. These laws and regulations can relate to items such as budgetary compliance, purchasing compliance and cash and investment compliance, as well as single audit compliance, as applicable.

We will combine compliance tests of laws and regulations that involve the inspection of documentation supporting transactions w ith substantive tests of transactions and tests of control procedures . Our audit will meet all federal and state requirements, as applicable. Samples will be used to the extent necessary to support our conclusions on compliance with laws and regulations .

Ability to Meet Deadlines and Shorten the Time in the Field We understand the frustrations of an audit firm not meeting your stated deadlines . We commit we can, and will, meet your deadlines as well as shorten the amount of time needed in the field. Our experience with other government audits has enabled us to fine- tune our audit process. This translates to a smooth and more efficient audit for you while meeting your deadlines and keeping our fees at a reasonable rate .

Multi-Year Approach
We attempt to retain the majority of the audit team in order to develop a historical perspective of the operating and control environment of the City. This historical perspective allows us a deeper understanding of the risks surrounding the City and the opportunity to perform a thorough audit without a learning curve. The result of our preliminary review is a planned calendar of audit events, timing and expectations based on the budgets and related materials, organizational charts, manuals and programs, and financial and other management information systems.

We also have the resources within our offices to change your current engagement team while retaining the historical perspective we gain over the years, if you think you would benefit from auditor rotation. The individuals in Eide Bailly' s government group have extensive experience in the industry and benefit from the firm' s focus on continuing education. Our government professionals are well- positioned in organizations associated with government entities, such as the AICPA and Governmental Audit Quality Center ( GAQC), the primary purpose of which is to promote the importance of quality government audits . We have also held leadership roles in the Government Finance Officers Association' s (GFOA).

We will be available to the City throughout the year as a resource to answer questions, have discussions and confirm the appropriate accounting treatment for unique or infrequent transactions. 11 I eidebailly. com
Exhibit "A" -12
326
III. In addition to the requirements of Parts I and II of this Scope of Services, during the performance of the Services, Consultant will keep City appraised through periodic status reports regarding the performance of the Services under this Agreement as set forth below and in Section 5.2, by the following means:
a. In-person meetings and/ or teleconferences.
b. Email updates/ questions to applicant team and City while reviews are underway.
c. Conference calls.

IV. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City and accepted by City.

Exhibit " A"- 13
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327
l1303- 0008\ 2450682vl. doc
EXHIBIT " B"

SPECIAL REQUIREMENTS

NONE REQUIRED
Exhibit " B"-1
328
EXHIBIT " C"

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks (" Tasks") not to exceed the rates as stated in Exhibit " C-1"
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub- budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the Services performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved sub- contractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. Consultant' s billing rates for all personnel are attached as Exhibit C-1.

Exhibit " C" -1
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329
EXHIBIT " C-1 "

CONSULTANT' S BILLING RATE AND TASK SCHEDULE
CITY Of UtlNING
EXPE ·CTED FEE 'S
Our fees are based on the complexity of the issue and the experi ence level of the staff members necessary to addre_ ss it . If you re(luest addictiolla l services, we will obtai n your agreement on fees before commencing work. so there are no surpri·ses or hidden fe es.

We propose the follow ing ees based on our u nderstand ing of the scope of work and the level of involvement of the City' s staff :

AC FR, indudlng Utility Authoritv fin ancial statements 535 $ 91, 750 $ 98, 631 $ 106, 029 Singl e au<fit • 58 Sl0, 000 $ 10, 750 $ 11, 556
Reporti ng on compliance with bond covenants 14 $ 2, 500 $ 2, 686 $ 2,889 Appropriations limit AUP 4 S750 $ 806 $ 867
Stat e Controll er' s Office Finan cial Transact ion reports 40 $ 6,800 $ 7, 310 $ 7, 858 City of 'Banning Housing Aut hority fina nci al statem en t 56 $ 9, 500 $ 10, 213 Sl0, 978 Total Hours/Total AH-Inclusive Maximum Price 707 SU l,300 $ 130, 396 $ 140, 177 Assumes one major program. Fees for additional major programs will be determined after discussions with the City and prior to commencement of the single audit.

Out-of-Pocket Fees
Th e pro fes sional fees listed above are inclusive of all out- of-pocket expenses and you will not be bill ed for expenses such as travel time, m ilea ge and m eal s.

Senior Manager/ Man ager
Senio r Associ ate
Associate
Other
300
200
15,()
590
Bill ing Pol icy Regarding Telephone Inquiries
We know client s appreci ate access to al l their 5ervi ce team members. We embrace th is opportunity for const ant communi cation and will ensure ,our tea m members are available when you have qu esti ons and issues. This serv ice is induded in the smp e of the eng.-ge m ent. If a parti.cu lar issue surfa ce s that fa lls out side the scop e of thi.s engagemen t , we' ll bri~ it to your attention and obta in appr oval before proceedi ng with consul ing servi ce s ch ar ged at the hourly rates noted above .

WHA I SP IRES YOU, INSPIRES US. fl0IBAlll Y CO
Exhibi t "C -l "-1
Il303 -0008\2450682v I .doc
330
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely, and deliver the specified tangible work products as determined in the initial ' kick- ofr meeting between City and Consultant.

II. The Contract Officer may approve extensions for performance of the Services in accordance with Sections 1.8 and 3.3.

Exhibit " D" - 1
I1303- 0008\ 2450682vl. doc
331
RESOLUTION 2024-72

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AN AMENDMENT TO AGREEMENT C00853 WITH EIDE BAILLY FOR EXTERNAL AUDIT SERVICES FOR FISCAL YEAR 2022-23 COST OVERRUNS IN THE AMOUNT OF $145,000 AFTER 20 PERCENT DISCOUNT
WHEREAS, In accordance with the engagement letter for the fiscal year ended June 30, 2023, if unexpected circumstances arose during the audit, Eide Bailly would discuss them with the City and arrive at a new fee estimate; and
WHEREAS, during the current year audit, the time incurred to perform required audit procedures has exceeded original estimates in multiple audit areas, including cash, capital assets including right of use lease and subscription- based information technology arrangement assets), interfund balances, accounts payable, long- term debt ( including right of use lease and subscription- based information technology arrangement liabilities), accrued expenses, selfinsurance, net position/ fund balance, receivables/ revenue, expenditures, pensions/ OPES, and successor agency; and
WHEREAS, throughout the audit process we have coordinated with Audit staff, researched matters, and performed a much deeper dive including detailed transaction testing, which included the identification of mis recorded items dating back several years and now requiring a prior period restatement; and
WHEREAS, Government Accounting Standard 100 - Accounting Changes and Error Corrections will be effective for the Fiscal Year 2023- 24 audit and staff requested a more thorough review by the auditors in its first contract year due to prior financial misstatement items identified by Finance staff during the Fiscal Year 2021- 22 audit and the upcoming implementation of said Standard; and
WHEREAS, based on the estimated additional time necessary to perform and complete the audit work, Eide Bailly is proposing an amendment and requesting an overage of $ 145, 000 for this fiscal year' s audit, which includes a proposed fee amendment discount of 20 percent on the overage.

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

SECTION 1. The City Council approves Amendment to Agreement with Eide Bailly for a not- toexceed total of $ 145, 000 and authorizes the City Manager to make necessary non- substantive changes and to execute said agreement.

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.

Resolution 2024- 72

332
PASSED, APPROVED AND ADOPTED this 14th day of May 2024.

ATTEST:

Caroline Patton, Admin· ative City Clerk
City of Banning
APPROVED AS TO FORM:

Serita R. Young, City Attorney
Richards, Watson & Gershon
Resolution 2024- 72

Alberto an hez, Mayor
City Banning
333
CERTIFICATION:

I, Carol ine Patton , Administ rative City Clerk of the City of Banning , California , do hereby certify that the foregoing Resolution 2024- 72 , was duly adopted by the City Council of the City of Banning , California , at a regular meeting thereof held on the 14th day of May 2024 by the following vote , to wit:

AYES : Flynn, Happe , Minjares , Sanchez , and Wallace.

NOES :

ABSENT:

ABSTAIN :

Resolution 2024- 72

Caroline Patton , Adminis t
City of Banning , Californ ia
334
Resolution 2024- 72

EXHIBIT A
Amendment to Agreement No. C00853 with Eide Bailey
335
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
C00853) FOR FINANCIAL AUDITING SERVICES BY AND

BETWEEN CITY OF BANNING AND EIDE BAILLY LLP
THIS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (" Amendment No. 1") by and between the CITY OF BANNING (" City") and Eide Bailly LLP, a Limited Liability Partnership (" Consultant") is effective as ofthis day: _____ _

RECITALS
A. City and Consultant entered into that certain Contract dated July 28, 2023 for the purpose ofproviding Financial Auditing Services (" Agreement") following the Request for Proposals #23-029, as approved by City Council Resolution 2023-128.

B. City and Consultant now desire to amend the Agreement to modify the Scope of Services and increase the Contract Sum to Two Hundred Sixty-Six Thousand Three Hundred Dollars ($266,300.00).

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 1.1 of and Exhibit A to the Agreement is hereby amended to include the Services set forth inAttachment 1, attached hereto and incorporated herein.

1.2 The maximum compensation for the Services performed pursuant to this Amendment No.I shall not exceed One Hundred Forty-Five Thousand Dollars 145,000.00) thereby increasing the Contract Sum, as set forth in Section 2.1 of the Agreement, to Five Hundred Thirty-Six Thousand Eight Hundred Seventy-Three Dollars ($536,873.00).

2. Miscellaneous Provisions

2.1 Continued Effect ofAgreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1. Inthe event ofa conflict between the provisions 336
of this Amendment No. 1 and the provisions of the Agreement or Amendment No. 1, the provisions of this Amendment No. 1 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. 1.

2.3 Authority. The persons executing this Amendment No. 1 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. 1 on behalf of said party, iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and ( iv) entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

2. 4 Counterparts. This Amendment No. 1 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 Amendment No. 1 and such other documents transmitted by the Parties.

SIGNATURE PAGE FOLLOWSJ
337
The Parties are signing this Amendment No. 1 on the date stated in the introductory clause.

CITY OF BANNING
Douglas Schulze,
City Manager
City Council Approval: _____ _
ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

Richards, Watson & Gershon
Serita R. Young
City Attorney

CONSULTANT
NAME:

TITLE:

NAME:

TITLE:

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 CONSULTANT' S BUSINESS ENTITY.
338
Apri l 22, 2024
Mr. Lincoln Bogar d
Adm inistrative 5ervices Directo r
City of Ba ni g, California
Dear M,. Bogard:

ATTACHMENT " 1"
EideBailly
Cl'As 1 llJSINESS A.DVISOIIS
We apprEcia · e the opportunity to co-1tinue to serve the Ci y of Ban1ing, Califor ia (City) a5 the i1depe rident auditor . This letter is intended o set forth he basic understand ing that we will incur additiona l ti me in performing the City's 2023 fisca l year-end audit and req uest to amend our engagement lettef.

In accordance with our erigagement letter for the fiscal year ended June 30, 2023, if u expected circums a ces arose during t e audit, we would discuss them with the Ci y and arrive at a new fee estimate . We have m aintained freque nt com municatio a d weekly status meeting5 to di5cuss audi. procedu res, potential adjustme ts, pend ing i ems, delays and cor1tract status .

Du ring the urre"'lt year audit , the time incurred to perform required audit procedures has exoeeded original es ima es i1 multiple audit areas , incl uding c.as h, capital assets ( i1cluding right of use lease and su bscription - based inform ation ted rnology arra ngemt' nt assets), interfu nd bala nces, accounts payabl~, long-term debt tincludi g right of use lease and subscripti011- based informatio n technology arrangement liabili ies ), ac rued expenses, self-insurance, net position /fund balance, receivab les/revenue, expenditures, pensio s;'OPEB, and successor age1cy . Througho u t e aud it process we have coordi ated with City s .aff, allowed for the City to researc h ma ers and revise year~nd sched ules, reviewe d su ppo cl d modified our pro edures . As the City con inues o resecrch and address i ems , modi fications to the overall timeli e are noted, and more detai led as.sis a,ce has bee1 required from higher level engagemen team s.aff.

Based on the esti mated addi io al time necessary o perform and complete our work, we are proposi ng an ameridment and reqL esting an overage of $145 ,000 for this fiscal year's audi . Our proposed fee am end men includes a 21YAi discount M tne overage.
339
A recap of the hours and compa riso n to our original proposal is included below :

Per Proposal
Engagemen t fee
Hours
Blended Rate
Actual to .Date
Partner
Mana ge r
Sen ior
Staff
Adrn in
121, 300
707
171. 57
Rates
400
300
200
lSO
90 Please let me know if you have , my quest ions.

Since rely,
Portner
Hou.rs
38 399. 38
479 .75
359. 33

36. 35
1312. 81
Hours to Estl,mated
Complete Totat Hrs
30 68
60 459. 38
12 491. 75
359. 33
16 52. 35
118 1430. 81
Contract Amount
Over.Jge
lr1 itial yea r - inves tme nt
Dis coun t at 20%
Requested overage
Cost
s 27, 200
137, 814
98, 350
53, 900

4.712
321, 975
121, 300
s 200, 675
18, 195)
182 ,480
36,496)
145, 984
145, 000
340
RESOLUTION 2024- 138

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AN AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT C00853) WITH EIDE BAILLY FOR EXTERNAL AUDIT SERVICES FOR FISCAL YEAR 2022- 23 COST OVERRUNS IN THE AMOUNT OF $ 50,000 AFTER 23 PERCENT DISCOUNT WHEREAS, in accordance with the engagement letter for the fiscal year ended June 30, 2023, if unexpected circumstances arose during the audit, Eide Bailly would discuss them with the City and arrive at a new fee estimate; and
WHEREAS, during the current year audit, the time incurred to perform required audit procedures has exceeded original estimates in multiple audit areas, including cash, capital assets including right of use lease and subscription- based information technology arrangement assets), interfund balances, accounts payable, long- term debt ( including right of use lease and subscription- based information technology arrangement liabilities), accrued expenses, selfinsurance, net position/ fund balance, receivables/ revenue, expenditures, pensions/ OPES, and successor agency; and
WHEREAS, throughout the audit process we have coordinated with Audit staff, researched matters, and performed a much deeper dive including detailed transaction testing, which included the identification of mis recorded items dating back several years and now requiring a prior period restatement; and
WHEREAS, Government Accounting Standard 100 - Accounting Changes and Error Corrections will be effective for the Fiscal Year 2023- 24 audit and staff requested a more thorough review by the auditors in its first contract year due to prior financial misstatement items identified by Finance staff during the Fiscal Year 2021- 22 audit and the upcoming implementation of said Standard; and
WHEREAS, based on the estimated additional time necessary to perform and complete the audit work, Eide Bailly is proposing an amendment and requesting an overage of $ 50,000 for this fiscal year' s audit, which includes a proposed fee amendment discount of 23 percent on the overage.

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

SECTION 1. The City Council approves Amendment No. 2 to Agreement with Eide Bailly, attached as Exhibit A, for a not- to-exceed total of $ 50,000 for Amendment No. 2 and authorizes the City Manager to make necessary non- substantive changes and to execute said Amendment No. 2.

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.

Resolution 2024- 138

341
PASSED, APPROVED AND ADOPTED this 27th day of August 2024 .

ATTEST:

Caroline Patton , Admi
City of Banning
APPROVED AS TO FORM:

Serita R. Young , City Attorney
Richards , Watson & Gershon
Resolution 2024- 138

Alberto Sa
City of Ba
342
CERTIFICATION:

I, Caroline Patton , Administrative City Clerk of the City of Banning, California , do hereby certify that the foregoing Resolution 2024- 138 , was duly adopted by the City Council of the City of Banning , California , at a regular meeting thereof held on the 27th day of August 2024 by the following vote , to wit:

AYES: Flynn , Happe , Minjares , Sanchez , and Wallace.

NOES:

ABSENT:

ABSTAIN:

Resolution 2024- 138

Caroline Patton , Adminis r·
City of Banning , California
343

EXHIBIT A
Amendment No. 2 to Agreement with Eide Bailly for External Audit Services Resolution 2024- 138

344
AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT
C00853) FOR FINANCIAL AUDITING SERVICES BY AND

BETWEEN CITY OF BANNING AND EIDE BAILLY LLP
THIS AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (" Amendment No. 2") by and between the CITY OF BANNING (" City") and Eide Bailly LLP, a Limited Liability Partnership (" Consultant") is effective as of this day: _____ _

RECITALS
A. City and Consultant entered into that certain Contract dated July 28, 2023 for the purpose of providing Financial Auditing Services (" Agreement") following the Request for Proposals # 23- 029, as approved by City Council Resolution 2023- 128.

B. City and Consultant have entered into an Amendment No. 1 to the Agreement dated· May 14, 2024 to modify the Scope of Services and increase the Contract Sum by One Hundred Forty- Five Thousand Dollars ($ 145, 000. 00), as approved by City Council Resolution 2024- 72.

C. City and Consultant now desire to amend the Agreement to modify the Scope of Services and increase the Contract Sum by Fifty Thousand Dollars ($ 50; 000. 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 1.1 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 Fifty Thousand Dollars ($ 50, 000. 00) thereby increasing the Contract Sum, as set forth in Section 2.1 ofthe Agreement, to Five Hundred Eighty- Six Thousand Eight Hundred Seventy- Three Dollars 586, 873. 00).

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 No. 1and No. 2. In the event of a conflict between the 345
provisions of this Amendment No. 2 and the provisions of the Agreement or Amendment No. 1 thru 2, the provisions ofthis 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 behalfofthe 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 ofsaid party, iii) by so executing this Amendment No. 2, such party is formally bound to the provisions ofthis 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 Amendment No. 2 and such other documents transmitted by the Parties.

SIGNATURE PAGE FOLLOWS]
346
The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.

CITY OF BANNING
Douglas Schulze,
City Manager
City Council Approval: _____ _
ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

Richards, Watson & Gershon
Serita R. Young
City Attorney

CONSULTANT
NAME:

TITLE:

NAME:

TITLE:

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 CONSULTANT' S BUSINESS ENTITY.
347
Jul y 31, 202
M r . l..inc;ol n Bo,gard
Ad inistrat ive Senri c:es Dir ector
City o Ba nni ng
ATTACHMENT " I "
E'd Bailly,
CPA.I & IUSIN ! SS ADVISORS
We ap preciate· t e o po unity to conti r11.1 e to se rv e e CiW o Ba nn1ing, CaIiforn · a IC-) as he ndependent au dit or. Thi s lener is intended t o set ortll tti e b asic undemand ing tlh at we w ill incu r add i ·on al tim e in p erfo rm ing the City' s 023 fim1l ,• ea r""flld aud· an d r eques t o amend our engage mem:
le er.

We ha\•e maintai ned requent aom un icat· on an d v,·ee y status meeti ngsto d isc ss au dit proc:: edures, otentlial adj us d·ng items, del ays and contract status.

The time inrn rred to perfo rm requ ir ed au dit raced ures has exceed eel esti m ate: s in ultipl e au dit ar ea s, nd ud i g cas h, capita asset s {incl ud ing rig o u se lease and subscri pti on -based inf o at ion echno log,,, arrangeme nt asset s), i te und al ances, accounts payab le, long- t erm debt ( inc ud in g right o use lease and su sa- iption- bas ed inf o rma tion te no ogy arrangeme nt liabi litnes ), aecru ed ex penses, sel - nsur ance, n et posi · ontfuncl bal an ce, rncei· abl es/ re•,r ue, e.xp e ditures, ensions/ OPEB, and successor age ncy. Thro ughou t tfl e aud it pro cess we have coor din ate d with Qty st aff, all owed or he Ci ty to r esearch atters and revi se year- end sched ul e-5, rev iewed suppon ancl modified o ur procedur es.

During t he report in g p ase ,of t he au dit, add it iona I m atte rs wer e id e-rrt' ed , un er r e-sea re w as n e-ce:ssa rv by t he City and adj ustm en s/ evi sion s to the in anci al state ents we e req tJired.

Ba,sed on t e ad diti onal · e nece- 5sary to p_erfo rm and comp lete ou r v,,ork , 1,ve are respemul l',' requesting an ovm , ge ,o $ 50, 00tHor is , seal year 's aud· . Our p:roposed fee a end mem ind ude: s a fu nti er di scount of 23% on t e t otal O\'era ge.
1060 1 F
1 348
I
A recap of t he hours and c.om ar ison to our ori gin al proposa l is in cluded be low :

Per Proposal
E ag mrnt Fee
Hours
Bl ndc Rat
Actual lO Dot ~
f>artner
anager
S n ·or
Sta f
A min
11,300
707
171.57
Rates,
00 300
200
150
90 Fin I
Total Hrs,
10 . 25
655.38.
485 .75.
359 .33
54 .6
1656 .31
Contract A.mo unt
Overage
Initial 'I' ar invcstme lt
Discount • 23%
f>r ,,do s am ndme.nt
R ma ·nJng o·•·i:rage
t d Additional •Ovc-r g
Pleas;elet e krlow· -'f'O Illa· ean',' c;ueS'lions.

Sine.ere v,
I:!::

Pan ner
Co!St
s · ~0.500
196,614
97 ,150
53 ,900
4 ,914
393 ,078
121 ,300
71,778
118,195 )
53,58.3
158,3 4 )
1:95, 59
145,000
so. 59
50,000
2 349
350
351
AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT
(C00853) FOR FINANCIAL AUDITING SERVICES BY AND

BETWEEN CITY OF BANNING AND EIDE BAILLY LLP
THIS AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (“Amendment No. 3”) by and between the CITY OF BANNING (“City”) and Eide Bailly LLP, a Limited Liability Partnership (“Consultant”) is effective as of this day: ______________.

RECITALS
A. City and Consultant entered into that certain Contract dated July 28, 2023 for the purpose of providing Financial Auditing Services (“Agreement”) following the Request for Proposals #23-029, as approved by City Council Resolution 2023-128.

B. City and Consultant have entered into an Amendment No. 1 to the Agreement dated May 14, 2024 to modify the Scope of Services and increase the Contract Sum by One Hundred Forty-Five Thousand Dollars ($145,000.00), as approved by City Council Resolution 2024-72.

C. City and Consultant have entered into an Amendment No. 2 to the Agreement dated August 27,2024 to modify the Scope of Services and increase the Contract Sum by Fifty Thousand Dollars ($50,000.00), as approved by City Council Resolution 2024-138.

D. City and Consultant now desire to amend the Agreement to modify the Scope of Services and increase the Contract Sum by Ninety-Nine Thousand Five Hundred Dollars ($99,500.00).

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 1.1 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. 3 shall not exceed Ninety-Nine Thousand Five Hundred Dollars ($99,500.00) thereby increasing the Contract Sum, as set forth in Section

2.1 of the Agreement, to Six Hundred Eighty-Six Thousand Three Hundred Seventy-Three Dollars ($686,373.00).

2. Miscellaneous Provisions

2.1 Continued Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as 352
amended by Amendment Nos. 1, 2 and No.3. In the event of a conflict between the provisions of this Amendment No. 3 and the provisions of the Agreement or Amendment No. 1 thru 3, the provisions of this Amendment No. 3 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. 3.

2.3 Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.

2.4 Counterparts. This Amendment No. 3 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 Amendment No. 3 and such other documents transmitted by the Parties.
[SIGNATURE PAGE FOLLOWS]
353
The Parties are signing this Amendment No. 3 on the date stated in the introductory clause.

CITY OF BANNING CONSULTANT
Robert Fisher,
Acting City Manager
NAME:

TITLE:

City Council Approval: _______________ NAME:

TITLE:

ATTEST:

Vickie Sellers,
City Clerk
APPROVED AS TO FORM:

Slovak, Baron, Empey, Murphy & Pinkney
LLP
John O. Pinkney,
City Attorney
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 CONSULTANT’S BUSINESS ENTITY.
354
ATTACHMENT “1”
355
356
357
Resolution 2025-51

RESOLUTION 2025-51

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AN AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT (C00853) WITH EIDE BAILLY FOR EXTERNAL AUDIT SERVICES FOR FISCAL YEAR 2023- 24 COST OVERRUNS IN THE AMOUNT OF $99,500 AFTER 15 PERCENT DISCOUNT WHEREAS, in accordance with the engagement letter for the fiscal year ended June 30, 2024, if unexpected circumstances arose during the audit, Eide Bailly would discuss them with the City and arrive at a new fee estimate; and
WHEREAS, during the current year audit, the time incurred to perform required audit procedures, combined with an increased risk relating to prior year material weaknesses and audit findings, has exceeded original estimates in multiple audit areas, including inventory, capital assets, interfund balances, long-term debt, receivables/revenue, expenditures and pensions/OPEB; and
WHEREAS, throughout the audit process we have coordinated with Audit staff, they have allowed the City to research matters and revise year-end schedules, reviewed support and modified their procedures. As the City continues to research and address items, modifications to the overall timeline are noted, and more detailed assistance has been required from higher level engagement team staff; and
WHEREAS, Government Accounting Standard 100 – Accounting Changes and Error Corrections will be effective for the Fiscal Year 2023-24 audit and staff requested a more thorough review by the auditors in its first contract year due to prior financial misstatement items identified by Finance staff during the Fiscal Year 2021-22 audit and the upcoming implementation of said Standard; and
WHEREAS, City Council previously approved additional time necessary to perform and complete the Fiscal Year 2022-2023 audit work as Amendment No.1 in the amount of $145,000 and Amendment No.2 in the amount of $50,000 by Resolution 2024-072 and Resolution 2024- 138 respectively: and
WHEREAS, based on the estimated additional time necessary to perform and complete the FY2023-2024 audit work, Eide Bailly is proposing an amendment and requesting an overage of $99,500 for this fiscal year’s audit, which includes a proposed fee amendment discount of 15 percent on the overage.

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

SECTION 1. The City Council approves Amendment No. 3 to Agreement with Eide Bailly, attached as Exhibit A, for a not-to-exceed total of $99,500 for Amendment No. 3 and authorizes the City Manager to make necessary non-substantive changes and to execute said Amendment No. 3.

SECTION 2. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, transfers related to this resolution and non-substantive changes related the amendment.
358
Resolution 2025-51

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 22nd day of April 2025.

Sheri Flynn, Mayor
City of Banning
ATTEST:

Sandra Calderon,
Acting Administrative City Clerk
City of Banning
APPROVED AS TO FORM:

John O. Pinkney, City Attorney
Slovak Baron Empey Murphy & Pinkney,
LLP
359
Resolution 2025-51

CERTIFICATION:

I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-51, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 22nd day of April 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Sandra Calderon,
Acting Administrative City Clerk
City of Banning, California
360
Resolution 2025-51

EXHIBIT A
Amendment No. 3 to Agreement with Eide Bailly for External Audit Services 361

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Robert Fisher, Acting City Manager
PREPARED BY: David Newell, Community Development Director David A. Newell, Community Development Director
MEETING DATE: April 22, 2025
SUBJECT: Consideration of Resolution 2025-52, Approving Amendment No. 1 to Professional Services Agreement with UBEO Business Services LLC for Scanning and Indexing Services, including Appropriating Additional Funding of $45,000 for Fiscal Year 2024/2025 with Options to Extend Annually for a Total Contract Amount Not to Exceed $300,000.

RECOMMENDATION:

Adopt Resolution 2025-52.

BACKGROUND:

On May 23, 2024, the City published a Request for Proposals (RFP) for Scanning and Indexing Services across multiple departments, due to the large volume of records in hardcopy that need to be digitized.

Departments/Divisions choosing to participate in this RFP included Public Works (Engineering, Water/Wastewater) and Community Development (Building & Safety, Code Enforcement & Planning).

On October 8, 2024, the City Council adopted Resolution 2024-156 authorizing the City to enter into contract with UBEO Business Services, LLC ("UBEO"), which was the vendor recommended by the proposal review committee. Agreement 10824 was executed on October 11, 2024. Files were transported in December 2024 and January 2025 and the first phase of digitization was completed in February, including the following:
132,271 black & white images (11x17)
38,798 greyscale images (11x17)
8,398 large format sheets (larger than 11x17)
485 hours of metadata file indexing
The above included Building & Safety Department records in 73 boxes and 5 large-format boxes resulting in the digitization of 166,733 images and 12,734 plan images, respectively, with a total cost of $54,212. With the current contract limited to no more than $55,000, there is a need to continue work digitizing and indexing records for the Departments. UBEO has provided an estimate for the remaining work as follows:

Community Development - Building. Scan, index and shred 7 boxes (large-format plans/drawings) for $14,000.

Community Development - Fire. Scan, index and shred 22 boxes (standard format) for $6,000.

Police - Code Enforcement. Scan, index and shred 37 boxes for $10,000.

Public Works - Engineering & Water/Waste Water. Scan, index and shred 174 rolls of plans for $11,000.

For all Departments that have files with UBEO currently, the estimated cost is $41,000 for completion of the project and staff recommends a buffer of $4,000 for a total amount of $45,000 needed during the 362
fiscal year 2024/2025. The project remains on hold until staff has authorization from Council and the additional funds allocated. Staff also recommends allowing this service be available for future scanning and indexing projects for all City Departments, should those needs arise in the future with the proposed Amendment No. 1 included as an attachment.

JUSTIFICATION:

Digitizing these records will allow staff to more quickly access documents and information they are seeking. In addition to just scanning the records, the documents will come with associated indexing of metadata. This will allow staff to more readily import documents into our existing records storage (e.g. in Laserfiche, to provide access to the public). With these files available to the public after scanned, indexed and uploaded to the City's online repository, it is anticipated that fewer public records requests would be submitted which reduces staff time researching, locating and retrieving files.

FISCAL IMPACT:

Approving the proposed amendment requires City Council authorize the appropriation of funding from the General Fund. The total impact would be increasing $45,000 for fiscal year 2024/2025 and an additional $50,000 per fiscal year thereafter, for a total amount not-to-exceed $300,000 if authorized annually in accordance with the term authorized by Contract 01077.

ALTERNATIVES:

1. Direct staff to revise Amendment No. 1 to the Professional Services Agreement with UBEO and only proceed with scanning of the remaining files in an amount not to exceed $45,000, resulting in a contract amount not-to-exceed $100,000. This alternative would conclude the contract with UBEO after the files already transferred are completed and not allow future scanning/indexing by any departments if the need arises in the future.

2. Direct staff to not proceed with any further work. This alternative would result in the files being returned to the City without digitization of records from Building & Safety, Code Enforcement, Fire and Public Works, and require storage of the files on-site.

BUDGETED?:

No
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Contract No C01077 - UBEO

2. 10-8-24 City Council Report Approving PSA for UBEO

3. CC Resolution No. 2024-156

4. CC Resolution No. 2025-52 Amend No 1 to PSA UBEO

5. Attachment A C010177 - UBEO Amend No. 1 to PSA Citywide Scanning and Indexing Services 363
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2344655v8
AGREEMENT FOR PROFESSIONAL SERVICES (C01077) FOR

SCANNING AND INDEXING SERVICES BY AND BETWEEN CITY OF

BANNING AND UBEO WEST, LLC DBA UBEO BUSINESS SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein “Agreement”) is made and entered into this day: ___________________, (“Effective Date”) by and between the CITY OF BANNING, a California municipal corporation (“City”) and UBEO West, LLC dba UBEO Business Services, a California Limited Liability Company, (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought by issuance (of RFP # or a request for a proposal)the performance of the services for the Scanning and Indexing Services and as further defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by City to perform those services.

C. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

D. Pursuant to the City of Banning’s Municipal Code, City has authority to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the “Services” hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, and fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 10/11/2024
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standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Contract Documents and Exhibits.

This Agreement includes the Request for Proposal and Consultant’s accepted proposal (“Contract Documents”), both of which are on file with the City and incorporated herein by this general reference as though fully set forth herein. Exhibit A (Scope of Services), Exhibit B (Special Requirements), Exhibit C (Schedule of Compensation), and Exhibit D (Schedule of Performance) also constitute a part of this Agreement and are incorporated into this Agreement by this reference. Except as set forth in Section 1.10 regarding Exhibit B, this Agreement controls over the Contract Documents and the provisions in Exhibits A, B and C.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered, and shall render all Services hereunder in accordance therewith.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain and maintain during the term of this Agreement, at its sole cost and expense, all necessary licenses, permits, certificates and approvals required by law for the performance of Services under this Agreement, including a City business license. Consultant shall have the sole obligation to pay for all fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for Consultant’s performance of the Services required by this Agreement. Consultant shall indemnify, defend and hold harmless City, its officers, employees or agents, against all such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Services.

By executing this Agreement, Consultant warrants that Consultant: (i) has thoroughly investigated and considered the Scope of Services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities and any difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions existing therein, prior to commencement of Services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer (defined in Section 1.12. A).

1.6 Prevention of Loss and Damages.

Consultant shall adopt reasonable methods during the Term (defined in Section 3.4) to furnish continuous protection to the work product, and the equipment, materials, papers, Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 365 548
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documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonable necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible to perform the Services of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra services beyond that specified in the Scope of Services or to make changes by altering, adding to or deducting from the Services. No such extra services may be undertaken unless a written order is first given by the Contract Officer to Consultant, which written order incorporates therein an adjustment in (i) the Contract Sum (as defined in Section

2.1), and/or (ii) the Schedule of Performance, (as defined in Section 3.2), and which written order is approved in writing by Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum, or $25,000, whichever is less; or in the Schedule of Performance of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to Services which are specifically set forth in the Scope of Services or which are reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

1.9 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the Services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (“City Facilities”), as City deems, in its sole discretion, to be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to a computer, long distance telephone, network data, internet or other communication charges, vehicles and reproduction facilities.

1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

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1.11 Corrections.

In addition to the indemnification obligations set forth in Article 4, and Sections 1.4, 1.13,

5.3, 5.4, and 6.3, Consultant shall correct, at its expense, all errors in the Services which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction(s) in a reasonably timely manner, such correction(s) may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction(s) from any retention amount held by City, or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction(s), as provided in Section 6.3.

1.12 Party Representatives.

A. Contract Officer: For the purposes of this Agreement, the Contract Officer shall be the City Manager, or such other person designated in writing by the City Manager (“Contract Officer”). Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

B. Principals and Personnel of Consultant.
1) Consultant Representative: The following principal of Consultant is hereby designated as being the Consultant Representative authorized to act on Consultant’s behalf regarding the Services specified herein and make all decisions in connection therewith:

Name Title
Nick Sabatini VP, Managed Services West Region
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Consultant Representative were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Consultant Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Consultant Representative. For purposes of this Agreement, the foregoing Consultant Representative may not be replaced nor may their responsibilities be substantially reduced or reassigned by Consultant without the express written approval of City. It shall be Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions which must be made by City to the Contract Officer. 2) Consultant’s Personnel: Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the Services shall be qualified to perform such Services. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and sub-contractors, if any, assigned to perform the Services required under this Agreement.

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Consultant shall notify City of all changes in Consultant’s staff and sub-contractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or sub-contractor of Consultant, City shall give notice as set forth in Section 8.1. Consultant shall, immediately upon the receipt of the notice to re-assign staff from City, reassign such person or persons.

1.13 Independent Contractor.

A. Consultant is an independent contractor and not an employee of City.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. All Services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

B. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

1.14 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, the Consultant Representative and employees were a substantial inducement for City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 368 551
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Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

1.15 Debarment or Suspension.

Consultant represents and warrants that, as of the Effective Date of this Agreement, Consultant is not debarred or suspended pursuant to any applicable Federal or State law providing for the debarment of contractors. Consultant shall not perform the Services with any subcontractor that has been debarred or suspended pursuant to any applicable Federal or State law providing for the debarment. Consultant and its subcontractors shall not be debarred or suspended throughout the Term of this Agreement pursuant to any applicable Federal or State law providing for the debarment of contractors. If Consultant or any subcontractor becomes debarred or suspended during the Term of this Agreement, Consultant shall immediately notify City.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the “Schedule of Compensation” attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more than Fifty-Five Thousand Dollars ($55,000.00) (the “Contract Sum”). The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Coordination of the performance of the Services with City is a critical component of the Services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending those meetings.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion of the Services, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Consultant’s rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit C. Reimbursable expenses may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual sub-contractor expenses of an approved sub-contractor pursuant to Section 1.14, and only if specified in the Schedule of Compensation.

2.4 Unauthorized Services and Expenses.

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City will not pay for any Services or reimburse for any expenses incurred which are not specified in the Scope of Services, unless authorized in writing as set forth in Section 1.8 of this Agreement. City shall make payment for such authorized additional Services and expenses in accordance with Article 2 of this Agreement.

2.5 Invoices.

Each month Consultant shall furnish to City an original invoice for all Services performed and expenses incurred during the preceding month. Each such invoice shall contain all of the information set forth in Section III of Exhibit C to this Agreement. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. Consultant shall not invoice City for any duplicate Services performed by more than one person.

City shall independently review each invoice submitted by Consultant to determine whether the Services performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant’s correct and undisputed invoice, except as to any charges for Services performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 6.3. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City of any invoice provided by Consultant shall not constitute waiver of any rights or remedies provided herein or any applicable law.

2.6 Waiver.

Payment to Consultant for Services performed pursuant to this Agreement shall not be deemed to waive any defects in Services performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement may be extended because of any delays due to Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 370 553
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unforeseeable causes beyond the control and without the fault or negligence of Consultant. Such unforeseeable consequences include, but are not restricted to, acts of God or public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified, subject to the provisions of Section 1.8. The Contract Officer’s determination (or the City Council’s determination, in the event the period of enforced delay exceeds the period specified in Section

1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused; Consultant’s sole remedy shall be the extension of the Agreement pursuant to this Section.

3.4 Term.

The Term of this Agreement shall be from the Effective Date through October 31, 2025 with an option to extend for an additional four (4) one-year terms, unless sooner terminated as provided in Article 6 of this Agreement or extended as provided in Sections 1.8 and 3.3 of this Agreement. Maximum term and any subsequent amendment or modification shall not exceed five (5) years.

ARTICLE 4. INSURANCE AND INDEMNIFICATION

4.1 Minimum Scope and Limits of Insurance.

Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

A. Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, members, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

B. Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy.

C. Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 371 554
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Agreement, workers’ compensation policy is not required; however, Consultant shall execute a declaration that it has no employees.

D. Professional Liability/Errors and Omissions Insurance with minimum limits of $1,000,000.00 per claim and in the aggregate.

4.2 Acceptability of Insurers.

The insurance policies required under this Article shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Article.

4.3 Additional Insured.

The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.

4.4 Primary and Non-Contributing.

The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

4.5 Consultant’s Waiver of Subrogation.

The insurance policies required under this Article shall not prohibit Consultant and Consultant’s employees, agents or sub-contractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

4.6 Deductibles and Self-Insured Retentions.

Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City; or Consultant shall procure a bond guaranteeing payment of losses and expenses.

4.7 Cancellations or Modifications to Coverage.

Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Article during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Article is canceled or reduced in coverage or limits, Consultant shall, within two (2) Business Days (as defined in Section 8.12) of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

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4.8 City Remedy for Noncompliance.

If Consultant does not maintain the policies of insurance required under this Article in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Article, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

Consultant shall promptly reimburse City for any premium paid by City, or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

4.9 Evidence of Insurance.

Prior to the performance of Services under this Agreement, Consultant shall furnish the City Clerk with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Article. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with the City Clerk.

Consultant shall provide proof to the City Clerk that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.

4.10 Indemnity Requirements not Limiting.

Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under this Agreement.

4.11 Sub-contractor Insurance Requirements.

Consultant shall require each of its sub-contractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Article.

4.12 Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnification of City.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 373 556
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individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2. 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement.

If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s sub-contractor, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s sub-contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Article, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Article shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Consultant’s indemnifications and obligations under this Article shall survive the expiration or termination of this Agreement.

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ARTICLE 5. RECORDS, REPORTS, AND RELEASE OF INFORMATION

5.1 Service Records.

Consultant shall keep, and require sub-contractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and Services performed hereunder (the “Service Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Service Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Service Records at all times during normal business hours of City, including the right to inspect, copy, audit and make copies and transcripts from such Service Records. Such Service Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Service Records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the Service Records may be given to City, and access shall be provided by Consultant’s successor in interest (“Consultant’s Successor”). If custody of the Service Records is given to Consultant’s Successor, Consultant shall give written notice to City of the transfer of the Service Records to Consultant’s Successor. The notice shall include contact information (address and telephone number) for Consultant’s Successor, and access shall be provided to City by Consultant’s Successor.

5.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein, Consultant shall promptly notify the Contract Officer of that fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

5.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “Consultant Documents”) prepared by Consultant, its employees, sub-contractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Consultant Documents hereunder. Any use, reuse or assignment of such completed Consultant Documents for other projects and/or use of uncompleted Consultant Documents without specific written authorization by Consultant will be at City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use or assignment. Consultant may retain copies of such Consultant Documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 375 558
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sub-contractors shall provide for assignment to City of all Consultant Documents prepared by them; and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

5.4 Confidentiality and Release of Information.

A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.

B. Consultant, its officers, employees, agents or sub-contractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

C. If Consultant, or any officer, employee, agent or sub-contractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub-contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any Party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite the response.

ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law.

This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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6.2 Disputes; Default.

A. In the event that City determines Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any Services performed after the date of default. In addition to the provisions of Section 4.8, and the right to terminate pursuant to Section 6.7, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City may serve Consultant with written notice of the default. Consultant shall have ten (10) calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance.

In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

B. In the event of termination pursuant to this Section, City may take over the Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City as provided in Section 6.3.

6.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement): (i) any payment amount of which may be in dispute hereunder or which is necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, (ii) all amounts retained pursuant to the provisions of Section 4.8, (iii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement, and (iv) all payments due or that become due to Consultant during the period that Consultant or any of its sub-contractors fail to maintain any required insurance in full force and effect, until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City, as provided in Section 4.9, above. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

6.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any Services by Consultant shall not constitute a waiver of any of the Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 377 560
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provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

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.

6.5 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.

6.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant must file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action against City under this Agreement.

6.7 Termination Prior to Expiration of Term.

This Article 6 shall govern any termination of this Agreement except as specifically provided in Section 6.2 for termination for default of Consultant. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be a shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of City, the period of notice may be a shorter time as Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated termination, Consultant shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 6.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 6.2.

6.8 Attorneys’ Fees.

In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party in such action or proceeding, in addition to any other Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 378 561
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relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorney’s fees on any appeal, and in addition the Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

7.1 Non-liability of City Officers and Employees.

No officer or employee of City shall be personally liable to Consultant, or Consultant’s Successor, in the event of any default or breach by City or for any amount which may become due to Consultant or Consultant’s Successor, or for breach of any obligation of the terms of this Agreement.

7.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or sub-contractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any direct or indirect financial interest in this Agreement within the scope of Government Code section 1090, nor shall any such officer or employee make, participate in making, or use his or her official position to influence, any City decision relating to the Agreement which has a material financial effect on his or her financial interests or the financial interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given, and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Consultant and its officers, employees, associates and sub-contractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients; but Consultant and its officers, employees, associates and subcontractors shall not, without the Contract Officer’s prior written approval, perform services for another person or entity for whom Consultant is not currently performing services that would require Consultant or one of its officers, employees, associates or sub-contractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.

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7.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, or ancestry in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry, or other protected class.

7.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of Services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 8. MISCELLANEOUS PROVISIONS

8.1 Notices.

Any notice, demand, request, document, consent, approval, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on confirmed delivery by courier service or overnight delivery service during Consultant’s and City’s regular business hours; or (b) three (3) Business Days after deposit in the United States mail, by certified or registered mail, and addressed to the Party to be notified as set forth below:

If to City Attn: Caroline Patton
Administrative City Clerk
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: [email protected]
With a courtesy copy to: Serita R. Young, City Attorney Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: [email protected]
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 380 563
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If to Consultant: Attn: Nick Sabatini
VP, Managed Services West Region
UBEO West, LLC dba UBEO Business Services
3131 Espalanade
Chico, CA 95973
Email: [email protected]

8.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.4 Integration; Amendment.

This Agreement, and all exhibits referred to in this Agreement, constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. No amendment to or modification of this Agreement, nor any provision or breach hereof waived, shall be valid unless made in writing and approved by Consultant and by City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

8.5 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 unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Mutual Cooperation.

A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

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B. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

8.7 No Third Party Beneficiaries Intended.

This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

8.8 Final Payment Acceptance Constitutes Release.

The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s Services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or Services performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the Services prepared by Consultant, its employees, sub-contractors and agents.

8.9 Non-Appropriation of Funds.

Payments to be made to Consultant by City for Services performed within the current fiscal year which are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

8.10 Headings.

The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.

8.11 Word Usage.

Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

8.12 Business Days.

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“Business Days” refers to days that the Banning City Hall is open for business.

8.13 Corporate Authority.

The persons executing this Agreement 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 Agreement on behalf of that Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

8.14 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.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BANNING CONSULTANT
Douglas Schulze, Date
City Manager
NAME: Date
TITLE:

NAME: Date
TITLE:

ATTEST:

Tax ID No.

Caroline Patton Date
Administrative City Clerk
Address:

APPROVED AS TO FORM:

Richards, Watson & Gershon
City Council Approval: _____________
Serita R. Young Date
City Attorney
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 CONSULTANT’S BUSINESS ENTITY.

Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 10/11/2024
Commerce CA 90040
5855 Rickenbacker Road
10/11/2024
[email protected]
VP Managed Services
94-1461160
Nick Sabatini
10/11/2024
10/11/2024
2024-156
384 567
Exhibit “A”-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Scanning and Index Services prepared in connection therewith:

II. As part of the Services, Consultant will prepare and deliver the following tangible work products and services to City:

Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 385 568
Prepared exclusively for City of Banning by UBEO Business Services UBEO Business Services is pleased to present this proposal to the City of Banning for the digitization of your significant paper records. Our project understanding and executive summary outlines our comprehensive approach towards this transformation, centered on accuracy, security, and accessibility of your essential data.

In this proposal, we emphasize:

Our understanding of your unique needs, City of Banning is requesting a proposal for Digital Transformation which consists of conversion of various physical paper documents being scanned, Plans and Boxes of standard size paper and large-format documents that were provided in attachments: (B) Public Works – Planning Department, (C) Public Works – Engineering Department, (D) Water – Wastewater Department, and (E) Community Development Department for City of Banning. File folders may contain, but are not limited to, flat, folded, or bound documents of varying sizes from business cards, index cards, photographs, and plans up to 36”x48”. Plan rolls will vary in size from under an inch to 12” or more in diameter and file size from finished multi-page images shall not exceed 25 megabytes. Should multi-page file exceed the 25-megabyte limit, file shall be divided into smaller components. Documents contain a mix of black and white and/or colored pages.
• UBEO will scan all paper documents and then will store and hold original documents for an agreed upon time by the City. Once the City of Banning formally accepts electronic files and signs off on project completion. UBEO will then coordinate with the City to return content as it was received. UBEO Business Services offers destruction services with a certificate of completion as well should the City choose alternative options for some content. • Our proficient team, led by seasoned professionals, leveraging our broad experience in document management, enhanced with notable qualifications such as Project Management Professional (PMP) certification and Government Archives and Records Administration (GARA) certification.

EXHIBIT "A" Exhibit "A" - 2
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 386 569
Prepared exclusively for City of Banning by UBEO Business Services • Laserfiche Repository: We recognize the need for delivery to your existing system. Our team has the technical know-how to ensure a seamless integration, thereby facilitating the accessibility and administration of digitized documents.
• Detailed Work Plan that includes document preparation, scanning using production scanners, stringent quality assurance, precise data entry, OCR for searchable text, and careful migration to your Laserfiche EDMS.
• Pick-Up Coordination: We understand the importance of coordinating efficiently with the City of Banning to establish approved dates and times for the pick-up of items to be scanned. Our team will work closely with City officials to accommodate their schedules and ensure a seamless pick-up process. Clear communication channels will be established to facilitate any necessary adjustments to the pick-up schedule and to address any concerns promptly. • Inventory Management and Tracking: UBEO will implement a comprehensive process for managing inventory and tracking all plans and documents throughout the scanning process. Each box will be carefully logged upon receipt at our facility, assigned a unique identifier, and tracked through every stage of the digitization process. Regular audits and quality checks will be conducted to maintain accuracy and accountability, with detailed records kept to provide transparency and traceability.
• Proposed Schedule of Processing Phases: We will provide a detailed schedule outlining the proposed processing phases and the anticipated date of completion for the entire project. This schedule will be developed in consultation with the City to ensure alignment with their priorities and deadlines. Milestones and key deliverables will be clearly defined, allowing for progress monitoring and effective project management. Flexibility will be built into the schedule to accommodate any unforeseen challenges or changes in project scope. • Document Retrieval Request Process: City personnel will have access to a user-friendly request portal or contact point where they can submit their requests. Upon receipt of a request, our team will expedite the retrieval, digitization, and delivery process, ensuring timely access to the requested materials. Our recommended document retrieval request process will prioritize efficiency and responsiveness, aiming to return digital versions of requested documents to the City within 5 hours to 24 hours. Regular communication will be maintained with the City to provide status updates and address any concerns promptly. • Reassemble for Return of Plans and Documents: Upon completion of scanning, our team at UBEO Business Services will place papers back in folders/boxes in their original order. This ensures that the original order of files received is maintained. Our team will ensure that the digitized materials are returned in their original order and condition, with appropriate packaging and labeling to facilitate easy identification and handling. We will coordinate closely with City personnel to schedule the return and ensure a smooth transition back into City possession. • Return:

UBEO will work with the City for delivery, pickup & return schedules. UBEO can hold your content in our warehouse for up to 45 days after each digital delivery unless the City would like an alternative schedule we could accommodate.
• Transportation: Our secure, climate-controlled vehicles will transport the securely packaged and reassembled documents back to the City of Banning or designated location. • Verification: Upon delivery, our team will provide a circular chain of custody and verify the pickup – delivery.

EXHIBIT "A" Exhibit "A" - 3
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 387 570
Prepared exclusively for City of Banning by UBEO Business Services • Our Commitment: to adhere to the proposed timeline, ensuring seamless delivery without compromise on quality.

We firmly believe in not only providing successful project completion but also offering valuable insights that could enhance your future document management practices. Rest assured, we aim to provide a closing experience that is as smooth and efficient as every other step in our work plan.

Our strategy commences with an onsite assessment, The initial aspect of our project's inception consists of a comprehensive briefing with The City of Banning. This step is essential for our mutual comprehension and alignment regarding the project's objectives, deliverables, and schedule. We conduct an in-depth analysis of your requirements and the scope of the project in order to formulate a strategic plan that suits your needs the most effectively.

During the orientation, we will acquire a thorough understanding of the current condition of your physical documents and identify potential obstacles that may arise during the course of the project. In addition, our team will familiarize itself with the operating environment, security protocols, and any task-specific operational procedures.

Following the initial orientation, We firmly believe that routine and open communication can streamline operations and nurture a prosperous partnership. Throughout the duration of the project, our project manager and BPO Production Manager will maintain regular, scheduled communication with your team.

UBEO utilizes Smartsheet for our projects providing client complete visibility of project status, milestones, tasks, time projections and more. UBEO will customize per The City of Banning goals.

In addition, your UBEO team will provide the below:
• Biweekly Updates: A detailed email will be sent to keep you abreast of the steps scheduled for the following weeks as well as the progress made during the previous weeks. This will encompass all aspects of the project, including document preparation, scanning, quality assurance, optical character recognition, migration, and other tasks according to the project schedule. • Scheduled Meetings: The purpose of these meetings is to review progress, provide updates, resolve any issues, and plan the next steps. Daily, weekly, or biweekly meetings can be scheduled according to your specifications.

EXHIBIT "A" Exhibit "A" - 4
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 388 571
Prepared exclusively for City of Banning by UBEO Business Services • Meeting Minutes: Following each meeting, we will provide a concise yet thorough summary of what was discussed, decisions made, and next steps. This ensures that everyone is on the same page and can refer back to key points as necessary.
• Methodology Updates: As we progress through the project, we may identify areas where adjustments to the methodology could improve results. These modifications will be extensively discussed with you and implemented only with your approval. • Dashboard Access: We will build a customized Dashboard in Smartsheet that will allow you to easily request files, see project updates, meeting minute notes, and more. This dashboard will also show the current progress of the past milestones, and how much has been processed to help keep you (the client) on budget!
Our ultimate goal is to ensure that our operations are transparent and to maintain your participation and contentment throughout the duration of the project. We believe this level of communication is crucial for delivering a project that not only meets, but exceeds, your expectations.

To ensure the successful Digital Transformation, a well-defined team structure is essential. The recommended team structure will include both City of Banning personnel and UBEO Business Services staff, each with clearly defined roles and responsibilities. This collaborative approach will ensure all aspects of the project are effectively managed and executed.

Recommended Team Structure

1. Project Steering Committee
Role: Provide overall project governance, strategic direction, and decision-making authority.

Members:
• City of Banning Representatives:
o Senior Executive Sponsor (e.g., CIO or Department Head) o Senior Department Managers
• UBEO Business Services Representatives:
o Senior Project Manager
o BPO Manager
o BPO Facilities Director
o ECM Manager
Responsibilities:
• Approve project scope, objectives, and key deliverables • Monitor project progress and resolve high-level issues • Ensure alignment with City and UBEO strategic goals
EXHIBIT "A" Exhibit "A" - 5
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 389 572
Prepared exclusively for City of Banning by UBEO Business Services

2. Project Management Team
Role: Oversee day-to-day project activities, coordinate between teams, and ensure project milestones are met.

Members:
• City of Banning:
o Project Manager
o Assistant Project Manager or Project Coordinator
• UBEO Business Services:
o BPO Manager
o Project Manager
Responsibilities:
• Develop and maintain project plans and schedules
• Coordinate resources and tasks
• Manage project risks and issues
• Communicate project status to stakeholders

3. Technical Implementation Team
Role: Handle the technical aspects of Laserfiche Briefcase Import and Quickfields session, including system configuration, integration, and testing.

Members:
• City of Banning:
o IT Infrastructure Specialist
o Database Administrator
o Security Analyst
• UBEO Business Services:
o Project Manager
o Laserfiche Solution Architect
o Technical Support Specialist
Responsibilities:
• Configure and import
EXHIBIT "A" Exhibit "A" - 6
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 390 573
Prepared exclusively for City of Banning by UBEO Business Services • Integrate with existing City systems
• Ensure data migration accuracy and completeness
• Implement security measures and protocols

2.5 IV.F Document Indexing and Quick Fields
A. All records shall be named and indexed according to conventions determined by the City. Fields may change based on the document type.

B. Consultant shall be required to structure the indexes in a text file to meet Laserfiche import format.

C. The City shall provide detailed instructions for each project.

D. Consultant shall implement “Quick Fields” application allowing for automatic entering of indexed fields which follow electronic document management system templates in Laserfiche.

1. For Example.

1. Naming Scheme (Indexing)

1. Folder Tab/Name

2. If not folder, Document/Binder title or Type.

2. Plan Set Naming Scheme (Indexing) On Tag

1. Project Name

2. Most Recent Date
E. The Consultant will produce a Pilot or sample to each Department to insure Indexing (Folder Structure & File Naming) for process approval from City of Banning prior to producing entire collection UBEO Understands and Agrees.

Classification
This step is crucial for our shared understanding and agreement on the project's goals, outcomes, and timeline. Preparation Classification (Identification) and Sorting of Documents, The next step involves classifying, prioritizing, and categorizing documents to be scanned. This procedure guarantees the efficiency of the digitization process and facilitates navigation of the digital archive.

We will create a well-defined, mutually-agreed-upon sorting and pick-up strategy for your documents that is compatible with organizational schedules, deliveries, and parking. This collaborative procedure will ensure precision and facilitate a more seamless system integration. By involving all relevant parties in the review and approval of the classification and categorizing strategy, we ensure consensus on the project.

UBEO Business Services recommends classifying at the file level or entire box level.

1. Standardized Formatting Guidelines:
• We will develop comprehensive formatting guidelines to ensure consistency across all digitized documents. This includes specifications for file format, resolution, and any other relevant parameters to maintain uniformity and readability.

2. File Naming Conventions:
• Our team will work with the City of Banning to establish clear and intuitive file naming conventions to facilitate easy identification and retrieval of documents. This may include EXHIBIT "A" Exhibit "A" - 7
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 391 574
Prepared exclusively for City of Banning by UBEO Business Services incorporating relevant metadata such as project name, document type, date, and other identifying information into the file names.

3. Indexing Workflow Process:
• We will establish a structured indexing workflow process that outlines the steps involved in categorizing and tagging digitized documents.

4. Utilization of Data Tables and Lists:
• Our team will leverage data tables and lists to create a standardized set of indexing criteria.

This may include tables for project names, document types, permit numbers, and other relevant metadata. By utilizing pre-defined lists, we can ensure accuracy and uniformity in indexing across all documents.

5. Quality Assurance and Validation:
• To maintain data integrity and accuracy, we will implement quality assurance measures to validate indexed information against the master database. Any discrepancies or inconsistencies will be promptly addressed and resolved to ensure the reliability of the indexed data.

6. Automatic Capture and Indexing:
• We will deploy advanced document capture technologies, such as Optical Character Recognition (OCR) and Intelligent Document Recognition (IDR), to automatically extract ‘clear handwritten text’ and metadata from digitized documents. This automated process ensures efficient and accurate indexing of documents without manual intervention. • Metadata extracted through automatic capture will be used to populate indexing fields, including project names, document types, dates, and other relevant information. This streamlined approach minimizes the need for manual data entry and reduces the risk of human error.
• Our team will configure the document capture system to recognize and classify documents based on predefined rules and templates. This ensures consistent and standardized indexing across all digitized documents, enhancing searchability and retrieval efficiency.

Physical Preparation
Once an identification strategy has been agreed upon, we move on to the physical preparation of documents. This phase entails preparing the physical documents for scanning by removing physical obstructions such as staples, bindings, paper clips, and other impediments.

Our team manages this process meticulously, preserving the original documents' integrity while preparing them for digitization. Aged or fragile documents will be handled with special care to prevent damage. This preparation guarantees a smooth scanning process, enabling the production of digital copies that are of high quality, clear, and readable.

The physical preparation phase is a meticulous procedure that sets the stage for a successful digitizing process and lays the groundwork for a seamless transition from paper-based documents to an entirely digital archive.

EXHIBIT "A" Exhibit "A" - 8
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 392 575
Prepared exclusively for City of Banning by UBEO Business Services UBEO Production centers are supervised by onsite BPO Production Managers that monitor every step of the process. Our facilities are equipped to meet all security requirements and compliance. • Document Inspection: The first step of the procedure involves a comprehensive examination of all documents. This will assist us in comprehending their current condition and identifying any potential obstacles that may arise during the scanning procedure. • Poor Original Image Quality: These documents will be noted and a disclaimer cover page indicating poor original quality will be included with the scan.
• Removal of Bindings: To prepare the documents for the scanning procedure, all staples, bindings (Velo), paper clips, coil binders, fold-over tab binders and other physical attachments will be removed.
• Sticky Notes: Attached sticky notes will be meticulously removed, reapplied to the back of the respective documents, or placed on a new sheet of paper. This ensures that no original text is obscured during the digitizing process.
• Folder Preparation: On the Manila folders, any notes or essential information can be preserved. If necessary, the team can remove the folder dividers and any accompanying notes to ensure that this information is captured during scanning. We can cut the folders to ensure they’re scanned with the entire process.
• Flattening Content: Curled (dog ears) or crumpled pages will be carefully flattened in order to assure high-quality scanning.
• Document Repair, “Non – Reflective Tape”: Damaged documents, including shredded pages, will be repaired to an extent to ensure the digital copy maintains the document's integrity. • Special Treatment for Fragile Documents: Older, delicate, or fragile documents will be handled with special care to prevent further harm during the preparation and scanning process. Our team will mark these contents separately, to ensure we use them on a scanner that is gentler with fragile work. • Box Monitoring: Each document or document collection will be monitored to ensure that no documents are misplaced or lost during the preparation process. This monitoring will happen throughout the project.
*If a record file contains no pages, we will add a disclaimer cover page and notify the city.

2.6 IV.D Document Imaging (Scanning) Specifications

1. The City’s originals are NOT to be altered in any way. All images are to be representative of the original records.

2. Blank pages (with no text or image) are to be eliminated.

3. Black borders shall be removed.

4. Scan all documents at a minimum of 600 dpi with Auto-Color PDF images (only) for all departments. Each document, binder or file will be output as a multipage PDF.

5. Images shall be de-skewed to the best possible alignment and auto-rotated (in readable format) in Laserfiche.

6. Images are to be de-speckled to the degree that will afford improved readability but not erase characters.

7. File size from finished multi-page images shall not exceed 25 megabytes. Should multi-page file exceed the 25-megabyte limit, file shall be divided into smaller components.

1. Blueprints/plans can exceed this size limit since we want to maintain the document's quality. Other documents may be tagged that will override the 25 megabytes limit. The EXHIBIT "A" Exhibit "A" - 9
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 393 576
Prepared exclusively for City of Banning by UBEO Business Services department rep will indicate which documents will exceed this requirement during the project.

8. Quality inspection of documents shall occur at the time of scanning.

9. Illegible images shall be rescanned by the Consultant at no charge so that the document is as legible as the original.

UBEO Understands.

Scanning and Digital Conversion
After the document preparation phase is complete, our highly trained team members will load the prepared documents into our cutting-edge production scanners. To ensure the acquisition of high-quality, clean images, our staff have received extensive training in the maintenance and cleaning of scanners, as well as the detection of potential scan lines. We use a combination of automated software and manual inspections to ensure that each page is accurately and thoroughly captured. All pages will be scanned in, and in the end merged to a multi-page document in a tiff, pdf, or a preferred format per the City of Banning.

We comply with industry standards by scanning all documents at a resolution of 300 dpi and in accordance with standards set by the American National Standards Institute (ANSI) and Association for Information and Image Management (AIIM). Per the City of Banning all documents will be scanned at 600 dpi. This, combined with our optimized gamma, brightness, and contrast settings, produces a black-andwhite output that is crisp and readily readable. To ensure efficient storage of older content, we recommend keeping photographs in black and white for archival documents and infrequently accessed files. However, we can modify this dependent on the needs of the client.

Special Document Handling (Large Format, Fragile Items, etc.), For large format or fragile documents, we handle them with extra caution and utilize specialized scanning equipment to guarantee that they are digitized accurately. Depending on the condition and quantity of each special document, the optimal digitization method is determined. In certain instances, this may entail scanning on a flatbed scanner.

Wide format (large format) contents will be scanned on a specialized scanner with sensors made to handle the larger content.

Optimized Configuration and Quality Assurance, we employ border removal and deskewing techniques to ensure that the scanned image is as accurate to the original as possible and to improve the effectiveness of the Optical Character Recognition (OCR) process further down the line. Our scanners are endowed with double-feed detection technology to ensure that no content is lost when scanning in duplex mode. In addition, we use technology to eliminate any blank pages, followed by a manual (human) check to ensure that no content has been omitted inadvertently. UBEO will keep a log of items that do not produce OCR text and inform the City of Banning upon discovery.

Post-Scanning Quality Verifications, after each page of a document has been digitized, our specialized QA team examines each page. Our scanning team conducts a preliminary check during the scanning process.

During this post-scan QA step, we take a more thorough evaluation to ensure that no discrepancies were overlooked.

UBEO will work with The City's Information Technology Department Staff to understand their preferred methods of data transfer to the Laserfiche EDMS.We will comply with the City's security and compatibility standards and configure the chosen delivery method outlined in the RFP which requires a hard drive for each department.

EXHIBIT "A" Exhibit "A" - 10
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 394 577
Prepared exclusively for City of Banning by UBEO Business Services

2.7 IV.H Quality Control

1. Consultant shall ensure digital entries accurately match the scanned hardcopy record at the time of scanning and ensure the appropriate references are in place.

Consultant shall provide ongoing quality assurance/quality control (QC/QA) and review of records indexed.

2. The City desires the option to destroy some or all original documents scanned, thus the quality of scanned documents and diligence of quality control must be superior. Consultant will provide ongoing quality assurance/quality control (QC/QA) review of records scanned.

UBEO Understands.

UBEO also offers secure document destruction services, which include a certificate of completion to ensure proper documentation and compliance.

The QA staff executes the following tasks:
• Thorough Page Review: Examine each digitized document page by page to ensure there are no errors and omissions and that all documents were scanned appropriately. • Blank Page Verification: During the scanning process, technology is used to automatically eliminate any vacant pages. To ensure that no content is omitted inadvertently, our QA team examines all removed "blank" pages. If significant content is discovered, these pages are added back to the digital file.
• Legibility Checks: Ensure the legibility of each scanned document by looking for text that is obscured by sticky notes, creases, or other physical damage. Our team will address these issues to improve readability.
• Resolution and Quality Checks: Each image undergoes checks for resolution, clarity, skew correction, and elimination of borders to ensure that the digital version is an accurate representation of the original.
• Process of Verification and Validation: Our quality assurance procedure concludes with the verification and validation of the digitized documents. This includes randomly comparing the digital files to the original documents to ensure the digitization process was accurate and thorough. This rigorous verification and validation procedure ensures a near-zero error rate, delivering digitized documents that are accurate representations of their original counterparts. • Validation for Errors and Omissions: After completing the process of quality assurance, we move on to data entry and indexing. In accordance with your specific requirements and instructions, our data entry team enters the necessary data into the document management system. This data could include that we agree on at a later time. This data can be the folder names, box name, and other pertinent information to help with easy file retrieval.

To ensure the accuracy of this crucial stage, another team member cross-checks the data entered against the original document, fostering a culture of accountability and precision. This system further ensures that EXHIBIT "A" Exhibit "A" - 11
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 395 578
Prepared exclusively for City of Banning by UBEO Business Services our data entry process has a near-zero error rate. Once the indexing is completed, a supervisor verifies the data entered and checks it for quality issues, spelling mistakes, and performs a final quality check.

2.8 IV.E Optical Character Recognition (OCR)
A. All text records must be OCR’d and the OCR files delivered with the images. The OCR is to be delivered with a native within the image.

UBEO Understands.
• OCR Process Review: After the document images have been scanned, indexed, and subjected to our stringent quality assurance procedure, Optical Character Recognition (OCR) is performed.

OCR is a powerful technology that converts various document formats, such as scanned paper documents, PDF files, and digital camera images, into searchable data. Our procedure begins by applying advanced OCR software to scanned images. This software identifies and converts the text within each document into digital text. It effectively "reads" the text from the image and converts it into text data that can be searched. Our technology also attempts ICR (Intelligent Character Reading) to try and decipher human handwriting. For clear human handwriting it will be available to be searched.
• Quality Control for OCR Output: To guarantee the accuracy of our OCR output, each document undergoes an additional level of quality assurance. Our devoted staff compares the OCR output to the original image in order to identify and remedy any discrepancies. This assures a high level of precision in the text data output, making the documents fully searchable and significantly more useful than static images.
• Overcoming OCR Challenges: OCR is a powerful instrument, but it is not without its difficulties.

Poor-quality originals, intricate page layouts, messy handwriting, and uncommon fonts can result in less-than-perfect OCR results. However, we constantly train and retrain our OCR software, and work with OCR vendors to improve results. We’re confident we have the best OCR technology on the market at this time.

In addition, we are dedicated to the ongoing enhancement of our OCR capabilities, routinely updating our software, and training our staff in the most recent OCR techniques. This ongoing commitment enables us to deliver consistently high-quality results, regardless of the task's complexity.

2.9 IV.G Importing of Data
(1) The scanned pdf images and a text file which will include the index values will be delivered on a hard drive for each department.
(2) The index values must be formatted to successfully import into Laserfiche.

EXHIBIT "A" Exhibit "A" - 12
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 396 579
Prepared exclusively for City of Banning by UBEO Business Services UBEO Understands.

UBEO is a Laserfiche Platinum VAR with 26 years of experience.

2.10 Preparation for Migration
Preparing the scanned, indexed, and OCR-processed data for transmission is the initial step in the migration process. Our team meticulously organizes all files and documents in accordance with the client’s existing Laserfiche file structures or a structure proposed to meet the client's requirements.

Our software migration procedure begins with a thorough examination of the associated metadata for each document. This metadata, gathered during the scanning and indexing phases, is utilized to structure and organize digital files in accordance with system requirements.

After the files have been structured, our software generates a highly compatible file format that can be easily imported. This expedites the migration process and reduces the likelihood of errors or compatibility issues.

1. Selection of Test Documents:
• We will collaborate with the City to select a representative sample of documents for inclusion in the test set for each department per the City of Banning. These documents will encompass a variety of types, formats, and content to adequately assess the digitization process's performance across different scenarios.

2. Scanning and Indexing Process:
• The selected test documents will undergo scanning using the designated equipment and settings. Concurrently, metadata indexing will be applied based on predefined criteria to simulate the full production process.

EXHIBIT "A" Exhibit "A" - 13
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 397 580
Prepared exclusively for City of Banning by UBEO Business Services

3. Validation of Search and Retrieval:
• The test sets will be uploaded into a testing environment, where functionality such as search, and retrieval will be evaluated. This ensures that users can effectively locate, and access documents based on indexed metadata, validating the searchability and usability of the digitized content.

4. Feedback and Iteration:
• Feedback will be solicited from stakeholders, including City personnel and IT staff, regarding their experience with the test sets and any areas for improvement identified.

Based on this feedback, iterative refinements to the digitization process will be implemented as necessary.

2.11 Validation, Post-Migration
After the migration is complete, we undertake a post-migration validation to ensure that all documents were transferred accurately and are indexed correctly in the new system. This requires a thorough comparison of the transferred files to the original document inventory. To ensure the integrity and exhaustiveness of your digital archives, all discrepancies are resolved expeditiously.

2.12 Resolution Steps and Responsiveness
UBEO acknowledges that in every project, issues and challenges may arise. Responsiveness and efficiency in addressing these issues are crucial to project success. Here are our outlined resolution steps:

2.13 Regular Communication and Project Meetings
Proactive communication is a key component of our project management approach. Our Project Manager and the BPO Production Manager will maintain regular communication with the designated point of contact at the City of Banning.

In addition to formal project meetings, we will ensure a constant line of communication for any immediate concerns, questions, or suggestions. This communication will take place through various means such as email, phone calls, or instant messaging, as per the preference of the City of Banning. The aim is to ensure that the client is always aware of the project's status and any developments. By promoting an open and proactive communication environment, we aim to foster a collaborative relationship that aids in the project's successful execution.

2.14 IV.K Damage To Records

1. Any damage to City records, or other issues, irregularities, difficulties, or challenges shall be reported immediately in writing, via email.

UBEO Understands.

2.15 Issue Identification, Reporting, and Responsiveness EXHIBIT "A" Exhibit "A" - 14
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 398 581
Prepared exclusively for City of Banning by UBEO Business Services In the event of any issues during scanning, indexing, OCR, or data migration, our team has a robust system for issue identification and reporting.

Issue Identification: Our quality assurance process is designed to catch any issues promptly, and our project team is trained to be attentive to any potential problems that might affect the quality of the work or the project timeline. Issues can be technical, related to document quality, or involve challenges with data migration.

Issue Reporting: Once identified, issues will be immediately documented. The report will include a detailed description of the issue, the time it was identified, its current and potential impact on the project, and any immediate action taken. Per the City of Banning this communication will be sent in writing via email to City contact.

Responsiveness: We prioritize prompt responsiveness in our approach. Once an issue is identified and reported, our team will begin working on its resolution immediately. This commitment to responsiveness minimizes the potential for any delays or quality concerns, maintaining the integrity and timeline of the project.

2.16 Corrective Action and Resolution
Once an issue is reported, we initiate our corrective action process. This process is designed to not only address the immediate concern/issue but also to prevent similar issues from occurring in the future. Our team, including the project manager, technical specialists, and quality assurance personnel, will collaboratively work on issue resolution. The corrective action might include modifying scanning or indexing procedures, adjusting OCR settings, or revising migration scripts. The resolution's details, including the actions taken and their results, will be documented and communicated to the City of Banning.

2.17 Client Feedback and Iterative Adjustments
We highly value client feedback and consider it crucial for the project's success. The iterative nature of our work plan allows us to implement any changes or improvements based on the client's feedback at each milestone. Once a milestone is reached and the deliverables are submitted to the City of Banning, we will seek their feedback. This feedback will then be reviewed and incorporated into the upcoming iterations. This iterative adjustment process ensures that the final deliverables meet the City of Banning's expectations to the fullest extent.

2.18 Escalation Process
Despite all preventive measures and corrective actions, some issues may require higher-level intervention.

For such situations, we have an escalation process in place. If an issue can't be resolved at the project level or if it has substantial potential implications for the project, it will be escalated to our senior management team. The escalation process ensures that critical issues receive the necessary attention and resources for their resolution. In addition, they will have the option to escalate issues directly to our senior management if they feel that it's necessary.

2.19 IV.B Reassemble Records After Scanning

1. All documents shall be returned to the original box, container, file, etc. in which they were received.

2. Plans shall be re-rolled unless instructed otherwise by the City.

EXHIBIT "A" Exhibit "A" - 15
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 399 582
Prepared exclusively for City of Banning by UBEO Business Services

3. Consultant will not have to rebind materials (no re-staple, no rebinding, no reclipping) unless instructed otherwise by the City. The City expects that the documents will be returned nearly in the same files folders as received.

2.20 IV.L Document Return

1. Consultant shall return all scanned boxes of paper and plans.

UBEO Understands.

After the backfile scanning process is complete, our team at UBEO Business Services will meticulously reassemble all the original physical documents. This process involves a number of crucial steps, which are detailed below:
• Document Reassembly:

Documents disassembled for digitization will be meticulously reassembled in their original order.

Plans received in a rolled format will be returned in the same manner unless the City specifies otherwise. This process ensures the preservation of the original file order, facilitating easier access for district personnel to locate specific information.
• Quality Assurance: reassembly, we will implement a thorough quality assurance process to verify the accuracy and completeness of the reassembled documents. This comprehensive quality check will ensure that all documents have been correctly reassembled, with no documents missing or improperly filed. Our meticulous approach guarantees the integrity and reliability of your document management system, providing you with confidence in the precision and organization of your records.
• Secure Transportation:

Our transportation process ensures the utmost security and care for your documents. Utilizing secure, climate-controlled vehicles, we will transport the securely packaged and reassembled documents back to the City’s designated location. This approach ensures that the documents are maintained in excellent condition during transit, preserving both their integrity and confidentiality. • Verification: Upon delivery, our team will facilitate a meticulous verification process. This involves comparing the returned documents against the initial inventory list to ensure that every document is accounted for and in the expected condition. To maintain the highest standards of security and accountability, we employ a robust chain of custody protocol. This protocol meticulously tracks the movement and handling of documents from the moment they leave your possession until their return. By doing so, we guarantee the integrity and security of your documents throughout the entire process.
• Meticulous Measures for Document Integrity: By implementing these meticulous measures, UBEO Business Services ensures that the City’s physical documents will remain organized and easily accessible throughout the entire backfile digitization project. This comprehensive approach safeguards the integrity of your valuable records, maintaining their accuracy and reliability from start to finish.
• Content Storage and Management: We will securely store your content in our warehouse for 45 days following each iteration of the project. Should the City prefer an alternative schedule, we are more than willing to accommodate your needs. Upon your acceptance of the delivered iteration, we will promptly seek your approval to return the contents to your facility.

EXHIBIT "A" Exhibit "A" - 16
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 400 583
Prepared exclusively for City of Banning by UBEO Business Services In addition to storage and delivery services, UBEO offers secure document destruction services, complete with a certificate of completion to ensure proper documentation and compliance with all relevant regulations.

We are committed not only to delivering a successful project completion but also to offering valuable insights to enhance your future document management practices. You can be assured that our goal is to provide a closing experience that is as smooth and efficient as every other step in our work plan.

2.21 IV.M Final Inspection and Acceptance

1. Based on the specifications described in this document, the City will make the final inspection of scanned images once imported.

2. Inspection is to be completed within 90 days of receipt of images.

3. Acceptance will be achieved when the inspection is completed, and the Consultant made all corrections, if necessary.

4. 10% of contract total will be withheld until all corrections are made and the City accepts the work.

5. Proponent invoices shall denote the number of scanned pages being billed for the current invoice as well as the total number of pages billed to date.

UBEO Understands and agrees to the final inspection and acceptance terms outlined by the City of Banning.

We will ensure that all scanned images are thoroughly reviewed, and any necessary corrections are promptly addressed to meet the City's specifications. We understand that the City will complete the inspection within 90 days of receipt of the images and that acceptance will be granted upon satisfactory completion of this inspection.

We also understand the terms regarding the 10% contract retention until all corrections are made and the work is accepted by the City. Our invoices will clearly denote the number of scanned pages being billed for the current invoice as well as the total number of pages billed to date, in compliance with the City's requirements.
3 V.B Proposal (B.) Company Information
We aim to clearly convey that UBEO is the premier strategic partner to support the City of Banning’s mission through this RFP for Document Scanning Services.

With 68 years of experience in the industry, UBEO has established a proven track record of excellence in customer service. Our longstanding history and commitment to quality make us uniquely qualified to meet and exceed the City’s expectations for this project.

We look forward to the opportunity to demonstrate our expertise and dedication to your success.

EXHIBIT "A" Exhibit "A" - 17
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 401 584
Prepared exclusively for City of Banning by UBEO Business Services UBEO Leadership and Size
Local UBEO office for The City of Banning: 5855 Rickenbacker Rd., Commerce, CA 90040 Website: https://www.ubeo.com/
UBEO has also invested in the development of industry leading technology support. UBEO ProIT specializes in supporting technology solutions for our clients. This expertise allows UBEO to blend a complete suite of best-in-class technology solutions in the following areas.

Year Founded: 1956
# of locations in the U.S: 56
# of employees: 1,200+
Annual Revenue: $400 million
EXHIBIT "A" Exhibit "A" - 18
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 402 585
Prepared exclusively for City of Banning by UBEO Business Services ✓ Document Scanning, Digital Imaging and
Conversion Services
✓ Enterprise Document Management
✓ Print Management and Advanced Scanning
Software Solutions
✓ Multi-Function Devices
✓ Managed Print Services ✓ Wide Format and Specialty Print Solutions
✓ Production Print Solutions ✓ Integrated Fax Server Solutions ✓ Business Process Outsourcing ✓ On-Site Managed Workplace Services
4 V.B Proposal (C.) Company Personnel
o This section shall contain names, contact numbers and description of experience, including licenses and/or certifications, of all key personnel who would be assigned to perform the Services.

Members of the Company’s professional team (managers, contact person, etc.) should be identified by name, title, phone number, and description of the portion of work they will be assigned to perform under this Agreement. Also include major subcontractors (if any) and their degree of involvement in this program. If the Company is including any subcontractors, the Company shall identify how long the Company has worked with the subcontractor. o An affirmative statement should be included that the proposer and all assigned key professional staff are properly licensed to practice in California.

UBEO Understands and agrees all assigned key professional staff are properly licensed to practice in California.

Key Personnel
UBEO Business Services takes great pride in its team of devoted professionals who are at the vanguard of providing our clients with exceptional service. Our project team, which specializes in document management and business process outsourcing, is comprised of seasoned industry professionals who are outfitted to comprehend and meet your specific needs.

Our team offers comprehensive solutions by combining practical experience, in-depth industry knowledge, and technical expertise. From Project Managers with PMP certification to our BPO Manager with a business doctorate and a Government Archives and Records Administration (GARA) certification, our entire team is trained to prioritize client satisfaction and deliver superior results.

In the following section, we will describe the roles, qualifications, and experiences of our essential team leaders. This will provide a clear comprehension of the team dedicated to the successful completion of your digitization project.
• Nick Sabatini – Vice President Managed Services
o Decorated career in Business Outsourcing and Conversion Services. o Very involved executive who checks in on all clients and projects actively. o Oversees all Conversion Services, Onsite, Mailroom and other outsourced projects and clients. • Kristen Sparkes – Business Process Outsourcing Manager o Decorated project manager for Conversion Services projects.

EXHIBIT "A" Exhibit "A" - 19
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 403 586
Prepared exclusively for City of Banning by UBEO Business Services o Extensive experience customer service, project management & working with clients to fully understand scope & deliver client needs in the ever-changing modern world of data. • Lance White – Business Process Outsourcing Operations Manager o Decorated career spanning 30+ years in document management and Conversion Services. o Vast experience with enterprise and government accounts. *Additional team resources will be assigned when the project is allocated. 5 V.B Proposal (E.) Experience and References
UBEO fully understands the requirements outlined in your RFP. Based on the information provided, our response will demonstrate UBEO’s capability to deliver the desired scope of services effectively.

Additionally, we will share industry best practices with the City to help identify and address potential challenges, ensuring the most cost-effective solutions.

Our executive summary outlines our comprehensive approach to this digital transformation project, focusing on three core pillars: accuracy, security, and accessibility of your essential data. We are committed to providing solutions that not only meet but exceed your expectations, ensuring a seamless and efficient transition to a more streamlined document management system.

EXHIBIT "A" Exhibit "A" - 20
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 404 587
Prepared exclusively for City of Banning by UBEO Business Services UBEO possesses extensive expertise and experience in handling highly sensitive and confidential information, including human resource files, plans, permits, financial records, and mission-critical documents. Our proven track record in managing such vital data ensures that we are well-equipped to meet the stringent requirements of the City of Banning.

We will develop and implement a comprehensive project plan tailored to ensure a smooth and efficient transition for the City of Banning’s Document Scanning project. This plan will encompass all aspects of the process, from initial assessment to final delivery, guaranteeing the highest standards of security, accuracy, and efficiency throughout the entire project lifecycle.

Additionally, we are including a case study that showcases our experience and expertise in digital transformation and scanning highly sensitive documents, further demonstrating our capability to handle this important project with the utmost professionalism and care. UBEO is committed to customer excellence and guarantees the best customer service, ensuring that your specific needs and expectations are not only met but exceeded.

EXHIBIT "A" Exhibit "A" - 21
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 405 588
Prepared exclusively for City of Banning by UBEO Business Services Customer Contra Costa County
Vertical Government

THE PROJECT
• Needed to convert all paper files to digital – (5.4 million images) ahead of moving to new county headquarters
• Needed to decide on an enterprise document management solution • Wanted a solution to improve the management of paper-based files • Looking to improve both the internal and external customer experience • Multiple locations throughout the county
• Provide a fully managed program for the internal county customers

THE HISTORY
• 44 locations in Contra Costa County
• UBEO Team:
• Account Executives -Martin Soares and Jamie Williams
• UBEO – Analyst & Specialist Team
• Nick Sabatini – VP, Managed Services
• They had current IT and Document Management support challenges due to headcount limitations.
• Moving to new facility with the goal of moving virtually paperless

LIMITATIONS
• Multiple locations throughout the county
• Confidential county council documents
• They were researching with three (3) other Service Providers • Limited expertise for an enterprise document management solution • Upon award and post implementation Covid 19 hit
• Business continuity
• Staff safety

APPROACH
• Introduced our team, methodology and approach.
• Discussed the UBEO Managed Services model which includes dedicated onsite UBEO Managed service personnel.
• Discussed our proven processes (discovery, design, transition, post support, documentation, and reporting and reviews)
• Performed a digital transformation and service assessment. • Created our Finding and Recommendations (FRD) Documented to collaborate on and presented our solution.
• Incorporated all three key aspects of the customer request. • File conversion from paper to digital on premise.
• Engineered enterprise LaserFiche solution.
• Incorporated SharePoint expertise
EXHIBIT "A" Exhibit "A" - 22
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 406 589
Prepared exclusively for City of Banning by UBEO Business Services

BENEFITS
• CCC IT leadership and UBEO collaborating on Managed Services and additional digital transformation opportunities:
• DoIT – Digital transformation services
✓ Document conversion
✓ Document management engineering
➢ Laserfiche
➢ SharePoint
✓ Cloud Migration
✓ Onsite managed services team performing document conversion services • UBEO Relationship management
➢ Account Management
➢ Technical Consulting
➢ Process Documentation
➢ SLA compliance reporting
➢ Technology and Services Road mapping
EXHIBIT "A" Exhibit "A" - 23
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 407 590
Prepared exclusively for City of Banning by UBEO Business Services

5.1 Company shall provide at least (3) references

1. Contra Costa County UBEO has been converting client records to digital for over 3 years.

Work Commenced in early 2020 and continues on project basis– 38K files and 5.2 million images. Ijeoma Chukwunyelu 925.6084051 [email protected] 30 Douglas Drive Martinez, CA 94553

2. Valley Transportation Authority – Human Resources, Accounting, Various Other Departments UBEO was awarded the RFP for Valley Transportation Authority. Work Commenced late 2022 and continues – 16.5K files & 2.7 million Images.

Jon Maier 408-321-7121 [email protected] , 3331 North First Street, San Jose, CA 95134.

3. Aaron Riechert Carpol & Riffle, APC UBEO has been converting client records to digital for over 2 years. Work Commenced late 2021 and continues – 10K files and 1.2 million images.

Jaedra McSweeney (650) 368-4662, ext. 103 [email protected] 333 Twin Dolphin Dr # 350, Redwood City, CA 94065

5.2 IV.J Schedule

1. The Consultant shall provide a project schedule indicating a timeline of activities to perform imaging services from start to finish.

2. City of Banning will assign a Point Of Contact(s) in coordination with the Consultant Project manager to insure timely feedback & authorization.

5.3 Example Detailed Project Schedule
Key Dates
As we will not be able to know the exact dates until the project formally kicks off. Here is an example schedule based upon the number of weeks. This is divided into multiple parts based upon the standard content per department in 171 boxes and the large format per department which consists of a combined estimate of 6,090 plans. These will be processed simultaneously. UBEO will complete the project within the agreed upon schedule with the City of Banning. This of course is adjustable, example broken down below.

EXAMPLE SCHEDULE: UBEO TO PROJECT PLAN BASED ON CITY OF BANNING TIMETABLE AND FLUCTUATION OF SERVICE NEEDS AND ASSOCIATED PRICE ADJUSTMENTS.

EXHIBIT "A" Exhibit "A" - 24
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 408 591
Prepared exclusively for City of Banning by UBEO Business Services Standard Content / Boxes
This content will be processed in UBEO Processing Center simultaneously for all departments. We will negotiate with the City of Banning on the processing speed and scale up or down from these points to the full capacity of UBEO’s processing center(s).

This is an example schedule that can be altered to City of Banning’s liking.

This content which consists of an estimated 171 Boxes will be processed in UBEO Processing Center. We will negotiate with the City of Banning on the processing speed and scale up or down from these points to the full capacity of UBEO’s processing center(s). This is an example schedule that can be altered to City of Banning’s liking.
• Week 1-2 (August 1st – 14th): Initial assessment of files, project kickoff meeting, and discussions with the client's staff.
• Week 3 (August 15th – 21st): A team from UBEO will arrive at the City of Banning and work on packing up all files carefully and safely. These boxes will be barcoded, given a basic inventory, and be prepared for the UBEO pickups.
• Week 4 (August 22nd – 28th): First pickup, UBEO Business Services to pick up all standard boxes.

EXHIBIT "A" Exhibit "A" - 25
Docusign Envelope ID: 57947A34-0831-4CC2-96C7-4B9F74EA5707 409 592