Banning City Council
July 8, 2025

City of Banning
99 E. Ramsey St
Banning, CA 92220
3DS5476-M4520439
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B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

All other terms and conditions remain unchanged.

MEGL 2217 01 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

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Local andDistrict Tax Guide for Retailers
Local Tax
Home (www.cdtfa.ca.gov/) industry (www.cdtfa.ca.gov/industry/) local and district retailer taxes (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/) local tax View guide in other languages:

Español (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes-spanish/) Overview (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/) Getting Started (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/getting-started.htm) Local Tax (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/local-tax.htm) Online Retailers: Registration and Local Tax (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/online-retailers-registration-and-localtax.htm) District Tax (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/district-tax.htm) Resources (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/resources.htm)  Industry Guides (www.cdtfa.ca.gov/industry/)
On this page
 Sales vs Use Tax Transactions (#Sales-vs-Use-TaxTransactions)  California Retailers (#California-Retailers)
 Online Retailers (#Internet-Retailers)
 Out-of-State Retailers (#Out-of-State-Retailers)
 Construction Contractors (#ConstructionContractors)
 Leases-of-Tangible-Personal-Property (#Leases-ofTangible-Personal-Property)  Long-Term Leases of New Passenger Motor
Vehicles (#Long-Term-Leases-of-New-Passenger-
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Tax Programs
Tax Resources
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Motor-Vehicles)
 Temporary Sellers (#Temporary-Sellers)
 Caterers (#Caterers)
 Itinerant Merchants (#Itinerant-Merchants)
 Mobile Food Vendors (#Mobile-Food-Vendors)
 Auctioneers (#Auctioneers)
 Vehicles, Vessels, and Aircraft (#Vehicles-Vesselsand-Aircraft)  Jet Fuel (#Jet-Fuel)
 Reporting Your Local Tax (#Reporting-Your-Local-Tax)
 Local Jurisdictions (#Local-Jurisdictions)
“Local Taxes” are sales and use taxes imposed by local jurisdictions, usually cities or counties, under the Bradley-Burns Uniform Local Sales and Use Tax Law. The current statewide sales and use tax rate is 7.25 percent, which includes 1.25 percent of local taxes (1.00 percent Local Jurisdiction and 0.25 percent Local Transportation Fund). When you file your sales and use tax return, you are generally required to allocate your sales among local jurisdictions, either directly or through a countywide pool. The 1.00 percent portion goes to the city or county where the sale or use occurs. The 0.25 percent portion always goes to the county where the sale or use occurs. By properly allocating your sales, you ensure that the local jurisdiction receives proper funding of local tax. These funds are used by local jurisdictions for their city or county operations, including for transportation.

The topics in this section may help you better understand local tax and how to allocate your sales correctly on your sales and use tax return. For guidance on properly reporting and allocating the local tax on the correct schedule, please see the Reporting Your Local Tax heading.

Sales vsUse Tax Transactions
Whether you allocate your sales directly to a local jurisdiction or through a countywide pool generally depends on whether the transaction is a sales tax transaction or a use tax transaction.

Sales Tax Transactions
Generally, unless exempt or excluded from tax, your retail sale is subject to state and local sales tax if you have a place of business in California that participates in the sale and title to the goods passes to your customer within this state. If either of these conditions are not met, the applicable tax is use tax. Most local sales tax will go directly to the local jurisdiction where the sale occurred.

When a sale cannot be identified with a permanent place of business in this state, the sale will be allocated to the local jurisdictions through a countywide pool. For example, certain sellers, such as auctioneers, construction contractors making sales of fixtures, catering trucks, or other permit holders who operate in more than one location will allocate their sales through a countywide or statewide pool.

Use Tax Transactions
When sales tax does not apply, state and local use tax generally apply to the sales price of tangible personal property that was purchased from a retailer and stored, used, or otherwise consumed within the state. Local use tax is generally allocated to local jurisdictions through a countywide pool. Each local jurisdiction within a county, including the county itself, receives a prorated amount of the countywide pool (based on its proportion of the local tax that is directly allocated to jurisdictions within the county).

Place of Sale vs. Place ofUse
Local sales tax transactions are generally allocated to the jurisdiction where the place of sale is located while use tax transactions are allocated to the jurisdiction where the property is first functionally used. The ship-to-address is presumed to be the place of first functional use. Therefore, when the transaction is subject to use tax you will generally allocate the local use tax to the jurisdiction into which the property was shipped through the countywide pool of the county in which that jurisdiction is located.

California Retailers
How local tax is allocated by a California retailer may vary. 1390
California Retailerswith One Location
If you are a retailer with only one place of business in California and that place of business participates in the sale, then the local sales tax will be allocated to the jurisdiction in which the place of business is located.

California Retailerswith Multiple Locations
When you are a retailer with multiple locations in California, you must allocate your sales properly so that the local sales tax goes to the correct local jurisdiction. If you have more than one place of business in California and only one place of business participates in the sale, your sale will be allocated to the jurisdiction where that place of business is located. However, if you have more than one place of business that participates in the sale, your sale will be allocated to the local jurisdiction where the principal negotiations are carried out.

Example:

You own restaurants located in the cities of Napa and Fairfield. Your taxable sales in the city of Napa were $100,000 and in the city of Fairfield were $80,000.

When you file your sales and use tax return, you will allocate $100,000 of your sales to the city of Napa and $80,000 to the city of Fairfield.

Example:

You own retail stores in the cities of San Bernardino and Victorville. A customer at the San Bernardino store wants to purchase an out-of-stock item. The item is in stock at the Victorville store. The customer purchases the taxable item for $100 at the San Bernardino store and the Victorville store has it shipped to the customer's home located in Los Angeles County.

Since you have multiple locations in California that participated in the sale, the place of sale is the location where the principal negotiations took place. In this example the city of San Bernardino is considered the place where the principal negotiations took place as the customer purchased the item from you at that location. When you file your sales and use tax return, you will allocate $100 of your sales to the city of San Bernardino.

Online Retailers
As an online retailer, you are required to pay applicable sales and/or use tax and allocate your sales like other retailers, but how you report and allocate your internet transactions can depend on a number of factors. For more information, see the Online Retailers:

Registration and Local Tax (www.cdtfa.ca.gov/industry/local-and-district-retailer-taxes/online-retailers-registration-and-local-tax.htm) section of this guide.

Out-of-State Retailers
If you are an out-of-state retailer not located in California that is “engaged in business” in California or have voluntarily registered, you must collect, report, and pay state and local use tax on your sales for delivery in California.

If you are an out-of-state retailer, you are engaged in business in California if, for example:
 You maintain, occupy, or use, directly or indirectly, or through a subsidiary or agent, a permanent or temporary office, place of distribution, sales or sample room, warehouse or storage place, or other physical place of business in California.
 You have representatives, agents, or independent contractors operating in California on your behalf or under your authority, or under the authority of your subsidiary, for purposes of making sales, taking orders, assembling or installing merchandise, training customers, making deliveries, or otherwise establishing or maintaining a market for your products.
 You receive rental payments from the leases of tangible personal property located in California, such as leases of machinery, equipment, and furniture.
 You own or lease real property or personal property such as machinery or equipment, furniture, or computer servers located in California.
 Beginning April 1, 2019, you have total combined sales of tangible personal property for delivery in California by you and all persons related to you exceeding $500,000 during the preceding or current calendar year.

As stated above, on and after April 1, 2019, you are considered engaged in business in California if, in the preceding or current calendar year, you have total combined sales of tangible personal property for delivery in California by you and all persons related to you exceeding $500,000. Please see our online tax guide, Use Tax Collection Requirements Based on Sales into California Due to the Wayfair Decision (www.cdtfa.ca.gov/industry/wayfair/) , for more information. 1391
If you are an out-of-state retailer that is not engaged in business in California, you may voluntarily register your business and collect, report, and pay use tax for your customers in this state.

For more information on out-of-state retailers and what it means to be “engaged in business” in California, see our Tax Guide for Out-of-State Retailers (www.cdtfa.ca.gov/industry/out-of-state-retailers/) .

Below are common situations you may encounter, along with information about the proper way to allocate your sales.

Stock of Goods(Inventory) in California
As an out-of-state retailer engaged in business in California, you may be shipping property from a dedicated, non-commingled stock of goods (inventory) in a third-party fulfillment center or warehouse located in California. This stock of goods is considered a place of business. When you or the third-party fulfillment center makes shipments from this location to a California customer and title to the property passes to the customer in California, the transaction is subject to sales tax, and the sales transaction will be allocated to the jurisdiction where the stock of goods is located, if no other location of yours participates in the sale.

For more information about Internet retailers that utilize a fulfillment center, please see our online guide, Fulfillment Centers (www.cdtfa.ca.gov/industry/fulfillment-centers/) .

SalesNegotiated and Shipped fromOutside California
When you negotiate sales and ship property from outside California and title to the property passes to the purchaser outside of California, the transaction is subject to use tax and local use tax is allocated to the jurisdiction where the property is shipped, through the countywide pool.

Example:

You are a registered out-of-state retailer who takes orders online and ships property from a warehouse located outside of California to your California customers. Title passes out of state. You make a taxable sale of $1,300 and ship the property to your customer in Los Angeles County, and another taxable sale of $2,000 that you ship to your customer in Orange County.

The transactions are subject to use tax. When you file your sales and use tax return, you will allocate $1,300 of your sales through the countywide pool of Los Angeles County and $2,000 through the countywide pool of Orange County.

SalesNegotiated in California and Shipped fromOut-of-State Stock of Goods(Inventory) If you negotiate sales at your registered place of business in California and property is shipped from inventory located outside California, the transactions are subject to use tax if title passes to the purchaser outside California (for example, the shipping terms are freight on board [FOB] shipping point). Local use tax is allocated to the jurisdiction where the property is shipped through the countywide pool.

Example:

You are an out-of-state retailer with sales representatives taking orders in California. Your sales representative that works out of your permitted location in the city of Huntington Beach took an order in the amount of $20,000. The taxable property was shipped from your inventory located out-of-state to Huntington Beach. Title passed outside California.

The transaction is subject to use tax. When you file your sales and use tax return, you will allocate sales in the amount of $20,000 to the countywide pool for Orange County.

Example:

Assume the same facts given in the example above, except that the shipping terms of the property were FOB destination.

Therefore, title to the property passed to your customer in California upon receipt of the property.

The transaction is subject to sales tax. The place of sale is the location out of which your sales representative works, in the city of Huntington Beach. You will allocate your sales in the amount of $20,000 directly to the city of Huntington Beach.

Sales or Purchases of $500,000 orMore SubjecttoUse Tax
Generally, if you are an out-of-state retailer engaged in business in California and make a sale to a California consumer of $500,000 or more, you must collect the use tax and report and pay it directly to the local jurisdiction in which the first functional use of the property occurs rather than through the countywide pool. This applies to use tax only and not to sales tax transactions.

People who self-report or retailers who purchase tangible personal property of $500,000 or more per transaction from sellers who are not required to collect the tax must report the local use tax to the jurisdiction where the property is first functionally used.

Holders of a Use Tax Direct Payment Permit may issue a use tax direct payment exemption certificate to any registered retailer or seller from whom they make purchases that are subject to use tax. Subsequently, holders must self-assess and report the use tax due on the purchase(s) for which the certificate was issued. Use tax transactions will be allocated directly to the local jurisdiction in which the first functional use of the tangible personal property occurs, rather than through the countywide pooling process. 1392
Construction Contractors
As a construction contractor, the place of sale and place of use for property sold or used during the performance of your construction contract is your jobsite.

Materials
Generally, construction contractors are considered the consumer of materials furnished and installed during the performance of a construction contract. The place of use of the materials is the jobsite. Although less common, if a construction contractor is regarded as the retailer of materials and has a valid seller's permit, sales for materials installed and furnished at the jobsite will be allocated through the countywide pool of the county where the jobsite is located.

Purchase of CommingledMaterials
A construction contractor that purchases a commingled lot of materials (that is, a portion of which it will consume and a portion of which it will sell at retail) may only issue a resale certificate when they intend to resell a significant portion of the materials and, at the time of purchase, they do not know which items will be consumed and which will be resold. However, a contractor may not issue a resale certificate with respect to the entire lot of materials if, at the time of purchase, the contractor knows that certain materials will be consumed in the performance of a construction contract. (If the contractor has paid sales tax on materials that they end up selling at retail, then the contractor may claim a tax-paid purchases resold deduction on their sales and use tax returns to offset the sales tax reimbursement previously paid to their vendor.) Materials Purchased for Resale and Consumed
When a construction contractor properly purchases materials using a resale certificate but removes the materials from their resale inventory and consumes them during the performance of a construction contract, they owe use tax measured by the purchase price of the materials. They will report the purchase price of the materials on line 2 of their sales and use tax return and allocate the use tax through the countywide pool of the county where the jobsite is located.

A contractor improperly purchases materials using a resale certificate when, for instance, they purchase certain materials they intend to consume or purchase a lot of materials of which they do not intend to resell a significant portion. If the sale to the contractor was subject to sales tax, the contractor must report the sales tax on their sales and use tax return for the period in which the property was purchased and allocate the local tax to the jurisdiction where the sale occurred.

Example:

You are a construction contractor. You purchase materials from a vendor with a single business location in the city of Bakersfield and furnish and install the materials during the performance of construction contract at a jobsite located in the city of Fresno.

You also make some retail sales of materials. The percentage of materials you purchased for resale is less than 1% of the total materials purchased. You issue a resale certificate to your California vendor for all materials you purchase. You report and pay use tax for materials consumed at your jobsite locations on line 2 of your sales and use tax return and allocate the purchase of materials through the countywide pool of the county where your jobsite is located; Fresno County.

Based on the amount of materials you purchased for resale, your use of a resale certificate was improper. Since the resale certificate was improperly issued, you owe sales tax which should have been directly allocated to the city of Bakersfield, where the sale occurred. You should file amended sales and use tax returns to report the tax during the period in which the materials were purchased and reallocate the tax to the city of Bakersfield.

Fixtures
When you make retail sales of fixtures pursuant to a construction contract, you are required to hold a valid seller's permit. The place of sale is the jobsite. Since the jobsite is usually not a registered place of business, as a construction contractor you will allocate sales of fixtures through the countywide pool of the county where the jobsite is located.

Example:

You make taxable sales of fixtures in the amount of $8,400 during the performance of your construction contract. Your jobsite is located in the city of La Habra in Orange County.

The place of sale for the fixtures you sold is your jobsite location in the city of La Habra. When you file your sales and use tax return, you will allocate $8,400 of your sales through the Orange County countywide pool.

Note: If the fixtures were acquired tax-paid and you bill your contracts lump-sum or time and materials, an allocation of local tax would not be required as your vendor would make the necessary local tax allocation when they file their sales and use tax returns.
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Machinery and Equipment
Sales of machinery and equipment, subject to sales tax that are sold pursuant to a construction contract should be allocated to your permanent place of business where the principal negotiations of the contract take place. If you are an out-of-state construction contractor making a sale of machinery and equipment to a California customer subject to use tax, you should allocate your sales through the countywide pool to the jurisdiction of use.

Example:

During the performance of a construction contract, you make taxable sales of machinery and equipment in California in the amount $18,000. Your jobsite is located in the city of Fremont and your permanent place of business where the sales are negotiated is located in the city of Vallejo.

When you file your sales and use tax return, you will allocate $18,000 of your sales to the city of Vallejo, where your permanent place of business is located.

Construction Contracts over $5,000,000
A construction contractor who enters into a construction contract equal to or greater than $5,000,000 may elect to obtain a subpermit for the jobsite of the qualifying contract enabling the contractor to make a direct allocation of tax to the local jurisdiction in which the jobsite is located rather than through the countywide pool. The qualifying contract price applies to each contract or subcontract for work performed at the jobsite, not the total value of the prime contract.

Example:

You are a construction contractor performing a contract valued over $5,000,000 in the city of Long Beach. Your contract includes fixtures and materials. Your materials supplier is located outside California and it did not charge you tax. Your fixtures are purchased for resale from a California vendor. You elected to obtain a sub-permit for your jobsite.

Since you have obtained a sub-permit for your specific jobsite, you will allocate your sales of fixtures and purchases of materials that you consumed directly to the city of Long Beach.

For more information about construction contracts, please see publication 9, Construction and Building Contractors (www.cdtfa.ca.gov/formspubs/pub9.pdf) .

Leases of Tangible Personal Property (NotIncluding Vehicles, Vessels, and Aircraft andMobile Transportation Equipment)
Unless you have made a timely election to pay tax on the purchase price of property leased in substantially the same form as acquired, you will collect, report, and pay tax based on your rental receipts.

Generally, the tax on leases of tangible personal property is use tax. Use tax on rental receipts should be allocated through the countywide pool of the county where the leased property is used.

If you are a lessor with a single permanent place of business and make short-term leases of tangible personal property, the place of use is the local jurisdiction where your business is located. You will allocate sales for your leases directly to your business location.

For information about leases, see publication 46, Leasing Tangible Personal Property (www.cdtfa.ca.gov/formspubs/pub46.pdf) .

Note: Mobile transportation equipment (MTE) includes rail cars, locomotives, truck tractors and trailers, ships, reusable shipping containers, and airplanes. The law considers lessors of MTE to be consumers of the equipment. Therefore, unless a timely election to pay tax on rental receipts is made, tax is due on the purchase price of the MTE. For a complete listing of MTE, please see Regulation 1661, Leases of Mobile Transportation Equipment (www.cdtfa.ca.gov/lawguides/vol1/sutr/1661.html) .

Long-TermLeases ofNewPassengerMotor Vehicles
There are certain rules for allocating sales of long-term leases (exceeding four months) of passenger motor vehicles, and certain types of mobile transportation equipment.

The following chart provides general local tax allocation guidelines for motor vehicle leases (excluding one-way rental trucks):

Local Tax Allocation forMotor Vehicle Leases, effective January 1, 1999 (ExceptOne-Way Rental Trucks)
Type of
Lessor
Type of
Transaction
1% Local Tax Allocation to:

Leases Exceeding Four Months Leases of Four Months or Less 1394
Type of
Lessor
Type of
Transaction
1% Local Tax Allocation to:

Leases Exceeding Four Months Leases of Four Months or Less California
New Motor
Vehicle
Dealer/Lessor
Lease of
motor
vehicle*
(#motorvehicle)
Dealer/Lessor's sales location Dealer/Lessor's sales location California
Leasing
Company (as
defined)**
(#leasing-co)
Lessor's place of business
Lessor's place of business
California
Lessor (other
than a new
motor vehicle
dealer or
leasing
company as
defined)**
(#leasing-co)
Lease of a
motor
vehicle*
(#motorvehicle)
purchased
from a
California
new motor
vehicle
dealer
Dealer/Lessor's place of business
(Schedule F
(www.cdtfa.ca.gov/formspubs/cdtfa531f.pdf)
)
Lease of a
motor
vehicle*
(#motorvehicle)
purchased
from
someone
other than a
California
new motor
vehicle
dealer
Lessee's place of registration (Schedule
B
(www.cdtfa.ca.gov/formspubs/cdtfa531.pdf)
)
Lease of
MTE***
(#MTE)
purchased
from a
California
new motor
vehicle
dealer
(except new
pickup
trucks rated
less than
one ton)
Lessor's place of business
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Type of
Lessor
Type of
Transaction
1% Local Tax Allocation to:

Leases Exceeding Four Months Leases of Four Months or Less Out-of-State
Lessor:

Lease of a
motor
vehicle*
(#motorvehicle)
purchased
from a
California
new motor
vehicle
dealer
California Dealer's place of business
(Schedule F
(www.cdtfa.ca.gov/formspubs/cdtfa531f.pdf)
)
Lessee's place of registration (Schedule
B
(www.cdtfa.ca.gov/formspubs/cdtfa531.pdf)
)
Lease of a
motor
vehicle*
(#motorvehicle) and
MTE***
(#MTE)
purchased
from
someone
other than a
California
vehicle
dealer
Lessee's place of registration (Schedule
B
(www.cdtfa.ca.gov/formspubs/cdtfa531.pdf)
)
* Motor Vehicle means any (new or used) self-propelled passenger vehicle (other than a house car) or pickup truck rated less than one ton. ** Leasing company means a motor vehicle dealer/lessor that originates lease contracts and does not sell or assign the lease contracts and that has annual motor vehicle lease receipts of $15 million or more annually for each business location. *** Mobile transportation equipment (MTE) includes rail cars, locomotives, truck tractors and trailers, ships, reusable shipping containers, and airplanes. The law considers lessors of MTE to be consumers of the equipment. Therefore, unless a timely election to pay tax on rental receipts is made, tax is due on the purchase price of the MTE. For a complete listing of MTE, please see Regulation 1661, Leases of Mobile Transportation Equipment (www.cdtfa.ca.gov/lawguides/vol1/sutr/1661.html) .

Temporary Sellers
If you are selling items at a location for less than 90 days, you are considered a temporary seller, and are required to hold a temporary seller's permit. You will need to register each temporary sales location. On the other hand, if you already hold a seller's permit for a permanent place of business but also make sales at a temporary location(s), you do not need to register for a separate temporary seller's permit. Instead, using your current seller's permit number you must register for a sub-permit for each of your temporary locations.

Common types of temporary seller's include sellers of:
 Fireworks
 Property sold at garage sales
 Christmas trees
 Property sold through Internet auctions
 Crafts
 Property sold at conventions, trade shows, swap meets, flea markets or other special events As a temporary seller, the place of sale is the temporary location where the event takes place. You will allocate your sales directly to that local jurisdiction.

Example:

You are a retailer with a permanent seller's permit and place of business in the city of Santa Ana. In addition to making retail sales at your permanent place of business, you attended two craft fairs in the cities of Irvine and Newport Beach. Because you already hold a seller's permit for your Santa Ana business and make sales at temporary sales locations, you will need to obtain sub-permits for the Irvine and Newport Beach locations. Taxable sales made at your business location in the city of Santa Ana were $9,000. Taxable sales made at the craft fairs in the cities of Irvine and Newport Beach were $2,000 and $1,200, respectively. 1396
When you file your sales and use tax return, you will allocate your sales as follows:
 $9,000 of your sales will be allocated to the city of Santa Ana for sales made at your permanent business location.
 $2,000 of your sales will be allocated to the city of Irvine for sales made at that temporary location.  $1,200 of your sales will be allocated to the city of Newport Beach for sales made at that temporary location.

Caterers
As a caterer, your sales are generally subject to sales tax. Even though you might travel throughout various local jurisdictions, you will allocate sales directly to your business location where sales are negotiated and catering orders are taken.

If you operate your catering business from a single retail location, you will allocate sales to that location. If you have multiple retail locations where sales are negotiated and catering orders are taken, sales will be allocated to the place where the principal negotiations take place.

Example:

You are a caterer with a retail location in the city of Brea. Customers place orders over the phone or at your business location.

Your taxable sales are $57,000.

Sales in the amount of $57,000 will be allocated to the city of Brea where your business is located and the place where the principal negotiations take place.

Example:

You are a caterer that performs catering food and services throughout Alameda, San Mateo, and Contra Costa Counties. You have a permanent place of business in the city of Hayward and in the city of Antioch. Taxable sales negotiated at your place of business in the city of Hayward are $30,000. Taxable sales negotiated at your place of business in the city of Antioch are $27,000.

When you file your sales and use tax return, you will allocate $30,000 of your sales to the city of Hayward and $27,000 to the city of Antioch.

If you are a caterer, our Tax Guide for Caterers (www.cdtfa.ca.gov/industry/caterers/) may also be a helpful resource.

ItinerantMerchants
An itinerant merchant is a retailer with no permanent place of business similar to a door-to-door salesperson.

It may be hard to keep track of each location where sales are made. Therefore, itinerant merchants should allocate sales to the county in which their permanent address as shown on their seller's permit, is located (this may include a home address).

Mobile Food Vendors
A mobile food vendor is a retailer who sells food or drinks from a truck, stand, or wheeled cart with no fixed, physical location.

Because a mobile food vendor could be at multiple locations throughout the day, it can be hard or not possible to keep track of every city a mobile food vendor makes sales.

As a mobile food vendor, you are allowed to allocate sales through the countywide pool.

Example:

You operate a food truck throughout Sacramento, El Dorado, and Placer Counties. Taxable sales were made as follows:

Sacramento County:

El Dorado County:

Placer County:

City of Sacramento $1,800
City of Rancho Cordova $1,100
City of Citrus Heights $750
Total $3,650
City of Shingle Springs $670
City of South Lake Tahoe $2,450
Total $3,120
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You will allocate your sales through the countywide pool for each local jurisdiction based on the county where your taxable sales occurred. Sales will be allocated to each county pool as follows:

Countywide Pool Allocation of Sales
Sacramento County $3,650
El Dorado County $3,120
Placer County $3,840
For more information about Mobile Food Vendors, see our Mobile Food Vendors (www.cdtfa.ca.gov/formspubs/pub287.pdf) tax guide.

Auctioneers
How local tax is allocated by auctioneers depends on where the auction is held and the amount of taxable auction sales per event.

If you are an auctioneer making retail sales in California, the place of sale is the place where the auction is held. If the auction is held at a location other than your registered place of business, you will allocate sales following these guidelines:
 Taxable auction sales totaling $500,000 or more per event: you will allocate sales directly to the local jurisdiction where the auction occurs.
 Taxable auction sales totaling less than $500,000 per event: you will allocate sales to the local jurisdictions within the county where the auction occurs through the countywide pool. Each local jurisdiction will receive a prorated amount of the local sales tax.

Example:

You hold regular auctions at your registered place of business in the city of Anaheim. Your taxable sales for auctions held at your business location are $600,000. You also made taxable sales at an auction in the city of Fullerton where you do not have a registered place of business. Your taxable sales made in the city of Fullerton are $250,000.

The place of sale for sales made at your registered place of business is your business location. When you file your sales and use tax return, you will allocate sales in the amount of $600,000 directly to the city of Anaheim.

Since your sales made at an auction in the city of Fullerton were less than $500,000, the place of sale is the local jurisdictions within the county where the auction occurred. When you file your sales and use tax return, you will allocate sales in the amount of $250,000 to the countywide pool for Orange County.

Vehicles, Vessels, and Aircraft
Special rules and reporting requirements apply to motor vehicles, vessels, and aircraft.

The following resources contain additional local tax information you may find helpful:
 Regulation 1610, Vehicles, Vessels, and Aircraft (www.cdtfa.ca.gov/lawguides/vol1/sutr/1610.html)  Publication 52, Vehicles and Vessels: Use Tax (www.cdtfa.ca.gov/formspubs/pub52.pdf)  Publication 44, District Taxes (Sales and Use Taxes) (www.cdtfa.ca.gov/formspubs/pub44.pdf)  Publication 105, District Taxes and Sales Delivered in California (www.cdtfa.ca.gov/formspubs/pub105/#taxes)  Publication 34, Motor Vehicle Dealers (www.cdtfa.ca.gov/formspubs/pub34.pdf) Jet Fuel
For periods after January 1, 2008, the place of sale for jet fuel is the place at which the retail sale of that jet fuel is consummated.

For sales and use tax purposes, the sale of jet fuel is considered consummated at the point of the delivery of that jet fuel to the aircraft. For more information about sales of jet fuel, see our webpage, Aircraft Jet Fuel (www.cdtfa.ca.gov/taxes-and-fees/fuel-tax-andfee-guides/aircraft-jet-fuel-tax/) .

City of Lincoln $300
City of Auburn $2,130
City of Roseville $1,410
Total $3,840
1398
Reporting YourLocal Tax
There are various schedules available to allocate local tax.

The schedule you use depends upon the description you provide about your business activities. The most common schedules used are CDTFA-530-C, Schedule C – Detailed Allocation by Location of Sales and Use Tax Transactions (www.cdtfa.ca.gov/formspubs/cdtfa530.pdf) , which is used to allocate sales directly to a local jurisdiction, and CDTFA-531-B, Schedule B-Detailed Allocation by County of Sales and Use Tax Transactions (www.cdtfa.ca.gov/formspubs/cdtfa531.pdf) , which is used to allocate sales for certain sellers through the countywide pool. Below you will find information about Schedules C and B, along with additional schedules used to allocate local tax. Sometimes you may need to use a combination of schedules to allocate your local tax.

Schedule C –Detailed Allocation by Location of Sales andUse Tax Transactions This schedule is used to allocate sales among cities, towns, unincorporated areas, or counties (or occasionally a combination thereof) in which you have business locations or sub-outlets. Schedule C allows you to allocate sales to your place(s) of business or multiple business locations.

Schedule B –Detailed Allocation by County of Sales andUse Tax Transactions The following businesses generally allocate sales through the countywide pool:
 Certain auctioneers (taxable auction sales totaling less than $500,000 per event)  Certain out-of-state retailers who have been authorized by CDTFA to operate under section 6015  Section 6015 retailers may include a business that uses salespersons, representatives, peddlers, canvassers, agents, or other persons who operate under the direction of or obtain property from the business located outside California.
 Vending machine operators
 Out-of-state sellers engaged in business in California  Out-of-state sellers not engaged in business in California  Construction contractors who:
 Purchase materials without tax from an out-of-state vendor and are the consumer of materials used in the performance of a construction contract, or
 Purchase materials under a resale certificate because they are a retailer of materials and also withdrawal materials from resale inventory (consumable materials and materials purchased for resale are commingled) in the performance of a construct contract, or
 Make retail sales of fixtures during the performance of a construction contract.  People making ex-tax purchases for use at locations where a seller's permit is not required  Mobile truck vendors
 Itinerant merchants – retailers with no permanent place of business should allocate sales to the permanent business location as shown on their seller's permit (this may include permanent location as shown on their seller's permit (this may include a home address).
 Itinerant veteran vendors – itinerant veteran vendors are considered the consumer of property owned and sold.

They are allowed to allocate local use tax on Schedule B. However, itinerant veteran vendors making sales of alcoholic beverages or items sold for more than $100 are considered a retailer and must allocate local sales tax directly to a local jurisdiction using Schedule C.

Additional Schedules
Additional schedules are listed below. Instructions are found on the back of each form.

CDTFA-531-F, Schedule F – Detailed Allocation by City of Taxable Transactions for Lessors of Motor Vehicles (www.cdtfa.ca.gov/formspubs/cdtfa531f.pdf) :

CDTFA-531-F is used by lessors of motor vehicles to allocate local tax due on certain leases to the local jurisdiction of the new motor vehicle dealer from whom the lessor acquired the leased vehicle.

CDTFA-531-H, Schedule H – Detailed Allocation by City of Taxable Sales and Use Tax Transactions of $500,000 or More (www.cdtfa.ca.gov/formspubs/cdtfa531h.pdf) :
1399
CDTFA 531-H is used by various industries, such as auctioneers with sales over $500,000 or people making sales or purchases over $500,000, to allocate the local sales and use tax to the proper jurisdiction.

CDTFA-531-X, Schedule X – Partial Exemption from Bradley – Burns Local Taxes California Department of Aircraft Common Carrier (www.cdtfa.ca.gov/formspubs/cdtfa531x.pdf) :

CDTFA-531- X is used to allocate the partial exemption credit for sales to or purchases for use by aircraft common carriers, as described in Regulation 1805 (www.cdtfa.ca.gov/lawguides/vol1/ulsutr/1805.html) .

CDTFA 531-P, Schedule P – Tax Paid to Other State(s) (www.cdtfa.ca.gov/formspubs/cdtfa531p.pdf) :

CDTFA-531-P is used to calculate the credit for the tax paid to other state(s). The credit offsets the tax due for the corresponding state, county, local, and special taxing jurisdictions where the purchase was consumed. Each purchase claiming this credit must be entered separately on this schedule.

CDTFA 531-Q, Schedule Q – Tax Recovery (www.cdtfa.ca.gov/formspubs/cdtfa531q.pdf) :

CDTFA-531-Q is used to claim a tax recovery for prior period(s). Amounts claimed on CDTFA-531-Q may only consist of tax recovery items where the original taxable sale was in a prior period and the tax recovery is in the current period. If you have tax recovery items that should have been claimed in a prior period, you will need to amend the prior period return or file a claim for refund for those transactions rather than claiming them in the current period.

LocalJurisdictions
If you represent a city, county, city and county, or special tax district, the following will help you understand the local tax allocation process.

Additional information is available on our Tax Guide for Local Jurisdictions and Districts (www.cdtfa.ca.gov/industry/local-jurisdictionsand-districts/) webpage. Procedures for jurisdictions to review CDTFA records and CDTFA review of local and district tax reallocation petitions are available in the Compliance Policy and Procedures Manual Chapter 9 (www.cdtfa.ca.gov/taxes-and-fees/manuals/cpm09.pdf) , Miscellaneous.

LEADERSHIP
Gavin Newsom
Governor (https://www.gov.ca.gov/)
Nick Maduros
Secretary, Government Operations Agency (https://www.govops.ca.gov/about/leadership/) Trista Gonzalez
Director, CDTFA (mailto:[email protected])

QUICK LINKS
About CDTFA (www.cdtfa.ca.gov/about.htm)
External Tax Resources (www.cdtfa.ca.gov/external-tax-resources.htm) Job Opportunities (www.cdtfa.ca.gov/jobs/)
Tax Guide for Local Jurisdictions and Districts (www.cdtfa.ca.gov/industry/local-jurisdictions-and-districts/) SOCIALMEDIA (WWW.CDTFA.CA.GOV/SOCIALMEDIA/)
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trk=top_nav_home)
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STATE CAMPAIGNS
Flex Alert (https://www.flexalert.org)
1400
Conditions of Use (www.cdtfa.ca.gov/use.htm) Privacy Policy (www.cdtfa.ca.gov/privacy.htm) Accessibility (www.cdtfa.ca.gov/accessibility.htm)  Accessibility Certificate Languages (www.cdtfa.ca.gov/languages.htm) Copyright © 2025 California Department of Tax and Fee Administration Register to Vote (https://registertovote.ca.gov)
Save Our Water (https://saveourwater.com)

CONTACTUS
 1-800-400-7115
 California Connect (TTY) (https://caconnect.org/contact/) : 711  Email CDTFA (www.cdtfa.ca.gov/email/)
 Office Locations (www.cdtfa.ca.gov/office-locations.htm)  CDTFA Directory (www.cdtfa.ca.gov/directory/)
Additional Contacts (www.cdtfa.ca.gov/contact.htm)
1401

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Robert Fisher, Acting City Manager
PREPARED BY: Brandon Smith, Lieutenant
Vince Avila, Chief of Police
MEETING DATE: July 8, 2025
SUBJECT: Consideration of Resolution 2025-97, Authorizing the Budget Appropriation for Lease Payments on Motorola Radios, Purchased Under Prior Resolution 2024-22, in an Amount Not to Exceed $641,560.80 RECOMMENDATION:

Approve Resolution 2025-97.

BACKGROUND:

On February 13, 2024, Banning City Council approved Resolution 2024-22, which approved the purchase of 50 Motorola APX Next radios and accessories under a 5-year lease agreement with Motorola Solutions. In Resolution 2024-22 the City Council agreed that should grant funding not be obtained to cover the costs of the radios and accessories, the City of Banning would pay for any remaining balance over five annual payments beginning June 1, 2026 and ending June 1, 2029.

JUSTIFICATION:

No grant funding was obtained to cover the purchase of the 50 Motorola APX Next radios and accessories. The City of Banning must now begin paying the annual lease payments of $128,312.16.

FISCAL IMPACT:

Five annual lease payments in the amount of $128,312.16 using the City of Banning General Fund, in a total amount not to exceed $641,560.80.

Lease Payments

1. Due 06/01/2025 - $128,312.16 ($31,748.55 interest / $96,563.61 principal)

2. Due 06/01/2026 - $128,312.16 ($26,099.58 interest / $102,212.58 principal)

3. Due 06/01/2027 - $128,312.16 ($20,120.14 interest / $108,192.02 principal)

4. Due 06/01/2028 - $128,312.16 ($13,790.91 interest / $114,521.25 principal)

5. Due 06/01/2029 - $128,312.16 ($7,091.41 interest / $121,220.75 principal) Lease Total
$641,560.80
ALTERNATIVES:

The City Council may choose to reject staff's recommendation and provide alternative direction.

BUDGETED?:
1402
No
CONTRACT/AGREEMENT:

No
ATTACHMENTS:

1. Resolution_2025-97_Appropriation_of_Funds_for_Motorola_Radio_Lease_Payments.docx

2. banning_may_2024_-_5_years.pdf

3. Staff Report - Reso 2024-022.pdf

4. CC Resolution No. 2024-022.pdf
1403
Resolution 2025-97

RESOLUTION 2025-97

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

AUTHORIZING THE BUDGET APPROPRIATION FOR LEASE PAYMENTS ON MOTOROLA RADIOS, PURCHASED UNDER PRIOR RESOLUTION 2024-22, IN AN AMOUNT NOT TO EXCEED $641,560.80
WHEREAS, the Banning Police Department received City Council approval under Resolution 2024-22 to purchase 50 Motorola APX Next radios and accessories in an amount not to exceed $648,253.15;
WHEREAS, the Banning Police Department was unable to secure grant funding to cover the approved purchase costs of the 50 Motorola APX Next radios and accessories; WHEREAS, pursuant to the approved terms of Resolution 2024-22, the City of Banning will cover the costs of the 50 Motorola APX Next radios and accessories under the agreed upon 5-year lease with Motorola Solutions;
WHEREAS, the City of Banning will utilize General Fund dollars to pay the five annual lease payments of $128,312.16;
WHEREAS, the five lease payments will be paid June 1, 2025; June 1, 2026; June 1, 2027; June 1, 2028; and June 1, 2029;
WHEREAS, the total amount paid for the 50 Motorola APX Next radios and accessories under the terms of the lease will not exceed $641,560.80.

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

SECTION 1. The City Council approves the appropriation of General Fund dollars to pay the five annual lease payments in the amount of $128,312.16 to Motorola Solutions for 50 Motorola APX Next radios and accessories. Lease payments will be paid when due on June 1, 2025; June 1, 2026; June 1, 2027; June 1, 2028; and June 1, 2029. The total amount paid for under the terms of the lease will not exceed $641,560.80 for the 50 Motorola APX Next radios and accessories.

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 8th day of July, 2025.

Sheri Flynn, Mayor
City of Banning
1404
Resolution 2025-97

ATTEST:

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

John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy, & Pinkney LLP
1405
Resolution 2025-97

CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-97, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 8th day of July, 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
1406
4/25/24
City of Banning
99 East Ramsey Street
Banning CA 92220
RE: Municipal Lease # 25508
Enclosed for your review, please find the Municipal Lease documentation in connection with the solution to be leased from Motorola. The interest rate and payment streams outlined in Equipment Lease-Purchase Agreement #25508 are valid for contracts that are executed and returned to Motorola on or before May 30, 2024. After 5/30/2024, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates.

Please have the documents executed where indicated and forward the documents to the following address:

Motorola Solutions Credit Company LLC
Attn: Bill Stancik / 44th Floor
500 W. Monroe
Chicago IL 60661
Should you have any questions, please contact me at 847-538-4531.

Thank You,

MOTOROLA SOLUTIONS CREDIT COMPANY LLC
Bill Stancik
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 140778

LESSEE FACT SHEET
Please help Motorola provide excellent billing service by providing the following information:

1. Complete Billing Address City of Banning
_________________________________________
E-mail Address: _________________________________________ Attention: _________________________________________
Phone: _________________________________________

2. Lessee County Location: _________________________________________

3. Federal Tax I.D. Number _________________________________________

4. Purchase Order Number to be referenced on invoice (if necessary) or other “descriptions” that may assist in determining the applicable cost center or department: ________________________

5. Equipment description that you would like to appear on your invoicing:_________________________________________ Appropriate Contact for Documentation / System Acceptance Follow-up:

6. Appropriate Contact & _______________________________________ Mailing Address
_______________________________________
_________________________________________
_________________________________________
Phone: _________________________________________
Fax: __________________________________________

7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132
Chicago IL 60694-1132
Thank you
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 [email protected]
95-6000674
32742
99 E. Ramsey Street
Riverside
Banning, CA 92220
951-922-3117
Finance Dept - AP
99 E. Ramsey St, Banning, CA 92220
951-922-3117
140879

EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease Number: 25508
LESSEE: LESSOR:

City of Banning Motorola Solutions, Inc.
99 East Ramsey Street 500 W. Monroe
Banning CA 92220 Chicago IL 60661
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment and/or software described in Schedule A attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease").

1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached heretoand unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term").

2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion , in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that a request for appropriation for funds from which the Lease Payments may be made will be requested each fiscal period, including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation.

3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either (a) by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (defined below).

Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee’s receipt of Lessor’s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor.

4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE

CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR

ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF

THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY.

Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties).

5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 140980
Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non-appropriation of funds shall not constitute a default hereunder for purposes of Section 16.

6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code"), and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term.

Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period.

If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds.

It is Lessor’s and Lessee’s intention that this Agreement not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the owner of the Equipment for federal income tax purposes.

7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee subject to any applicable license; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee’s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest.

8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment.

Lessee, at its expense will keep the Equipment in good repair and furnish and/or install all parts, mechanisms, updates, upgrades and devices required therefor.

9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.

10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.

11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141081
measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand.

12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an “Event of Loss”) , Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B.

In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss.

13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it’s Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it’s Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto.

14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon.

15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested.

After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder.

16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141182

17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee’s computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.

18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor.

19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing.

20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location.

22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease.

23. ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease-Purchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use/Source of Funds, Certificate of Incumbency, Certified Lessee Resolution (if any), Information Return for Tax-Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.

The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.

24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as “Original”, regardless of whether Lessee’s execution or delivery of said counterpart is done manually or electronically.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 29th day of May, 2024.

LESSEE: LESSOR:

City of Banning MOTOROLA SOLUTIONS, INC.

By:___________________________ By:_____________________________ Printed Name:_________________________ Uygar Gazioglu
Title:__________________________ Title Treasurer
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 Doug Schulze
City Manager
141283

CERTIFICATE OF INCUMBENCY
I, ______________________________________ do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk )
appointed and acting Secretary or Clerk of the City of Banning, an entity duly organized and existing under the laws of the State of California that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 25508, between City of Banning and Motorola Solutions, Inc. If the initial insurance requirement on Schedule B exceeds $1,000,000,attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity.

IN WITNESS WHEREOF, I have executed this certificate this ______ day of May, 2024.

By: ______________________________________
(Signature of Secretary/Clerk)

OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement 25508 by and between Motorola Solutions, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor’s rights under the Lease.
______________________________________________________________________ Attorney for City of Banning
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 31 Caroline Patton
141384

SCHEDULE A

EQUIPMENT LEASE-PURCHASE AGREEMENT
Schedule A
Lease Number:
25508
This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 25508 ("Lease"), between Lessor and Lessee.

Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List.

Equipment Location:

Initial Term: 60 Months Commencement Date: 6/1/2024
First Payment Due Date: 6/1/2025
5 payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141485
City of Banning (Schedule B # 25508)
Compound Period: Annual
Nominal Annual Rate: 5.850%

CASH FLOW DATA
Event Date Amount Number Period End Date
1 Lease 6/1/2024 $ 542,710.21 1
2 Lease Payment 6/1/2025 $ 128,312.16 5 Annual 6/1/2029 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Lease Payment Interest Principal Balance
Lease 6/1/2024 $542,710.21
1 6/1/2025 $ 128,312.16 $ 31,748.55 $ 96,563.61 $446,146.60 2 6/1/2026 $ 128,312.16 $ 26,099.58 $102,212.58 $343,934.02 3 6/1/2027 $ 128,312.16 $ 20,120.14 $108,192.02 $235,742.00 4 6/1/2028 $ 128,312.16 $ 13,790.91 $114,521.25 $121,220.75 5 6/1/2029 $ 128,312.16 $ 7,091.41 $121,220.75 $ -
Grand Totals $ 641,560.80 $ 98,850.59 $542,710.21
INITIAL INSURANCE REQUIREMENT: $542,710.21
Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141586

EVIDENCE OF INSURANCE
Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25508 to that Equipment Lease Purchase Agreement number 25508 will be maintained by the City of Banning as stated in the Equipment Lease Purchase Agreement.

This insurance is provided by:
_____________________________________________________
Name of insurance provider
_____________________________________________________
Address of insurance provider
_____________________________________________________
City, State and Zip Code
_____________________________________________________
Phone number of local insurance provider
_____________________________________________________
E-mail address
In accordance with the Equipment Lease Purchase Agreement Number 25508 , City of Banning , hereby certifies that following coverage are or will be in full force and effect:

Type Amount Effective Expiration Policy
Date Date Number
Fire and Extended Coverage __________ __________ __________ _____________________ Property Damage __________ __________ __________ _____________________ Public Liability __________ __________ __________ _____________________ Certificate shall include the following:

Description: All Equipment listed on Schedule A number 25508 to that Equipment Lease Purchase Agreement number 25508.

Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25508 and list any deductibles.

Certificate Holder:

MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 1303 E. Algonquin Road
Schaumburg, IL 60196
If self insured, contact Motorola representative for template of self insurance letter.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 7/1/23
$1,000,000
760-258-4259
7/1/23
Palm Desert, CA 92260
72811 Highway 111 #1014
7/1/24
APIP2023(DEC11)0702
7/1/24
LMOC-2023-2024
[email protected]
LMOC-2023-2024
7/1/24
$1,000,000
(General)
7/1/23
$1,000,000
Perma
141687

STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS
To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter:

1. What is the specific use of the equipment?

2. Why is the equipment essential to the operation of City of Banning?

3. Does the equipment replace existing equipment?
If so, why is the replacement being made?

4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification.

5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years?
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 Communications during Police Operations and emergency response Operational Budget over the next 5 years. Alternative
funding sources will also be pursued.

Age of equipment
no
Yes
Police operations
141788

EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND

ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below (“Equipment”) and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor.

Equipment Lease Purchase Agreement No.: 25508 Lease Schedule A No. : 25508

EQUIPMENT INFORMATION

QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
25508. See Schedule A for a detailed Equipment
List.

LESSEE:

City of Banning
By: ______________________________________
Date: ____________________________________
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 6/12/2024
141889

CERTIFIED LESSEE RESOLUTION
At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease 25508) held on (Enter date) May_____________, 2024, the following resolution was introduced and adopted.

BE IT RESOLVED by the Governing Board of Lessee as follows:

1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between City of Banning(Lessee) and Motorola Solutions, Inc. (Lessor).

2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee’s behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease.

3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 ==== February 13, 2024=========
141990
Form 8038-G
(Rev. May2018)
Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Bonds
▶ Under Internal Revenue Code section 149(e)
▶ See separate instructions.

Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information.

OMB No. 1545-0720
Part I Reporting Authority If Amended Return, check here ▶ 1 Issuer’s name
City of Banning
2 Issuer’s employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 99 East Ramsey Street
Room/suite 5 Report number (For IRS Use Only)
3 6 City, town, or post office, state, and ZIP code
Banning CA 92220
7 Date of issue
6/1/24
8 Name of issue
Equipment Lease-Purchase Agreement 25508
9 CUSIP number
none
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ▶
19a If bonds are TANs or RANs, check only box 19a ..........................................................................▶ b If bonds are BANs, check only box 19b........................................................................................▶ 20 If bonds are in the form of a lease or installment sale, check box................................................. ▶X 11 12
13 14 542,710.21
15 16
17 18
Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity
(d) Weighted
average maturity (e) Yield
6/1/29 542,710.21 542,710.21 5 years 5 . 8 5
Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) NA 22 23
Proceeds used for accrued interest . . . . . . . . . . . . .

Issue price of entire issue (enter amount from line 21, column (b)) . . . .
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
22 23
24 25
26 27
28 Proceeds used for bond issuance costs (including underwriters’ discount) Proceeds used for credit enhancement . . . . . . . . . . . .

Proceeds allocated to reasonably required reserve or replacement fund .

Proceeds used to refund prior tax-exempt bonds. Complete Part V . . .

Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25
26 27
28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 29 30
Part V Description of Refunded Bonds. Complete this part only for refunding bonds. N/A 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . ▶
▶
▶
years
years
34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 95-6000674
142091
▲
Form 8038-G (Rev. 9-2018) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information:
b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box..........................▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ...................................................................▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information:
b Name of hedge provider ▶
c Type of hedge ▶
d Term of hedge ▶
42 If the issuer has superintegrated the hedge, check box........................................................................................................▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ............................................▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box............................▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement.....................................................................▶ b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature
and
Consent
and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above.

Signature of Authorized Representative Date
Title
Signature of
issuer’s authorized representative paid preparer Date Type or print name and title __________________________________________________________ ___________________ ________________________________ 35 36a
37 ▲
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 6/12/2024
142192
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 142293

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Roberto Jauregui, Acting Lieutenant
Derek Thesier, Acting Chief of Police
MEETING DATE: February 13, 2024
SUBJECT: Consideration of Resolution 2024-22, Approving the Purchase of 50 Motorola APX NEXT Radios and Accessories
RECOMMENDATION:

Staff recommends the City Council adopt Resolution 2024-22.

BACKGROUND:

Currently the Banning Police Department utilizes the Motorola APX 7000 radios as its handheld portable radio. The APX 7000 is now a radio that is no longer serviceable by Motorola as the 8000 series and now APX NEXT have since replaced the 7000 series. The Banning Police Department tested and evaluated products from multiple vendors and determined that based on functionality, interoperability, and reliability, the Motorola APX NEXT radio is the optimal piece of equipment to fill the needs of the Banning Police Department, ensure enhanced officer safety for department members, and effectively respond to emergencies throughout the City of Banning and neighboring jurisdictions.

JUSTIFICATION:

The Banning Police Department is currently utilizing all its handheld radio resources and needs to be able to equip incoming personnel, as well as upgrade radio equipment to ensure all personnel are utilizing equipment that is able to be serviced should a problem occur. The purchase of Motorola APX NEXT portable radios will allow the Banning Police Department to fully equip staff members with the most up-to-date and technologically advanced radio equipment. Staff have researched other comparable radios currently available and have found that Motorola best fit the City's best interest and have Sole Sourced this procurement for the following reasons. These radios will allow department members to utilize a piece of life-saving equipment that will enhance officer safety and allow uninterrupted communication between the Banning Police Department and allied agencies. The Motorola APX NEXT radios include features such as GPS location services so while officers are conducting their duties it is possible to locate officers and deploy resources appropriately during emergency situations, including natural disasters such as wildfires. The APX Next radio is also LTE enabled so when a traditional radio loses the ability to communicate because it is out of range of radio towers, the APX NEXT LTE kicks in for uninterrupted service.

Radios are a key component for communication to officers who must have reliable communication with not only the Banning Police Department but to other agencies in the region. Staff researched hardware and in evaluation of functionality and compatibility, determined that using the Motorola APX radios would be in the best interest of the City. Staff identified the availability of alternative radios and found similar products to have compatibility issues, less coverage, and were less reliable than using the Motorola radios. After careful consideration, Staff recommends single source, sole source purchase of the 1423
Motorola APX NEXT portable radios.

FISCAL IMPACT:

The purchase of 50 Motorola APX NEXT radios and related accessories will require an amount not to exceed $648,253.15, with the following payment option:

1. Motorola Solutions allows for a one-year deferred payment option, which would allow the City of Banning and Banning Police Department to seek grant funding during that year.

2. After the one-year deferred payment period if grant funding were not located to fund the entirety of the project, then the City of Banning would pay for any remaining balance of the purchase cost over five annual payments (including lease rate).

3. Five annual payments, beginning one-year after contract execution, in the amount of $129,650.63 (includes lease interest rate of 5.85%).

Pursuant to Government Code Section 5852.1, the following good faith estimates (obtained from the Lender) must be disclosed at a public meeting before the authorization of the Lease. The estimates are based on market estimates as of 1/23/2024:

Information to be disclosed per Government Code
Section 5852.1:

Estimates as
of 1/23/2024
True interest cost of the Lease (the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to the purchase price
received for the new issue of Lease)

5.85%
Finance charge of the Lease (the sum of fees and
charges paid to third parties): $ 99,881.75
Amount of proceeds received by the public body from the sale of the Lease, less the finance charge of the Lease and any reserves or capitalized interest paid or funded with proceeds of the Lease
$548,371.40
The total payment amount (the sum total of all debt
service payments on the Lease, plus the finance charge
of the Lease not paid from bond proceeds)
$648,253.15
ALTERNATIVES:

The City Council may choose to reject staff’s recommendation and provide alternative direction.

ATTACHMENTS:

1. Resolution 2024-22, PD Radio Purchase.docx

2. Exhibit A - Lease Communications System Services Agreement.docx

3. Banning PD Finance Options

4. banningjan24.xlsx

5. Sole Source Vendor Form - Motorola.docx
1424
RESOLUTION 2024- 22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING THE PURCHASE OF 50 MOTOROLA APX NEXT PORTABLE RADIOS AND

ACCESSORIES
WHEREAS, the City of Banning Police Department currently utilizes the Motorola APX 7000 radios as its handheld portable radio and the APX 7000 is no longer serviceable by Motorola; and
WHEREAS, the City of Banning Police Department tested and evaluated products from multiple vendors and determined that based on functionality, interoperability, and reliability, the Motorola APX NEXT radio is the optimal piece of equipment; and , WHEREAS, the City of Banning Police Department the radio equipment is crucial to ensure enhanced officer safety for department members, and effectively respond to emergencies throughout the City of Banning and neighboring jurisdictions; and WHEREAS, the City of Banning, now wishes to purchase 50 new Motorola APX NEXT portable radios and related accessories in the amount of $ 648, 253. 15, using the radios using the same vendor utilized for previous police radio purchases.

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

Section 1. The City Council approves the sole source purchase of 50 Motorola APX NEXT police radios through Motorola Solutions, in an amount not to exceed $ 648, 253. 15, and authorizes the City Manager to sign a Communications System and Services Agreement with Motorola Solutions, Inc., in substantial form as attached hereto as Exhibit A, on behalf of the City Council.

Section 2. The City Council authorizes the City Manager to make non- substantive changes to the Agreement prior to execution, and to make necessary budget adjustments, appropriations, and transfers related to this resolution.

Section 3. The City Council approves the use of General Fund dollars to make three annual payments of $ 129, 650. 63 per year ( payments include five- year lease rate of 5.85%) after the one- year deferred payment window should outside funding not be obtained.

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

PASSED, APPROVED, AND ADOPTED this ~ 3th day of February 2024. 1425
ATTEST:

Caroline Patton , Adrni' rativeCityC lerk
City of Banning

APPROVED AS TO FORM AND
LEGAL CONTENT:
9c, ~,,....-_____ _
Serita R. Young , City Attorney
Richards , Watson & Gershon
1426
CERTIFICATION:

I, Caroline Patton , Administrative City Clerk of the City of Banning , California , do hereby certify that the foregoing Resolution 2024- 22 , was duly adopted by the City Council of the City of Banning , California , at a regular meeting thereof held on the 13th day of February 2024 by the following vote , to wit:

AYES :

NOES :

ABSENT:

ABSTAIN:

Flynn , Happe , Minjares , Sanchez , and Wallace .

Caroline Patton , Admint trative City Clerk
City of Banning , Californ ia
1427
Exhibit A
Agreement
1428
Communications System and Services Agreement
Lease)
Motorola Solutions, Inc. (" Motorola") and Banning Police Department (" Customer") enter into this Agreement," pursuant to which Customer will purchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows:

Section 1 ATTACHMENTS

1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement.

Exhibit A " Motorola Software License Agreement"
Exhibit B " System Purchase"
Exhibit C Motorola QUOTE-2476772 dated 1/10/24
Exhibit D " Equipment Lease Purchase Agreement Delivery and Acceptance Certificate"

1.2. ADDENDUM ( ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased.

1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through E will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits.

Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:

Acceptance Tests" means those tests described in the Acceptance Test Plan.

Addendum ( Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein.

Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer' s personnel with access to the Administrative User Credentials may be referred to as the Administrative User.

Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes excluding training or testing).

Confidential Information" means all information consistent with the fulfillment of this Agreement that is i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty ( 30) days after such Lease Communication System and Services Agreement v.2023. 05. 24 1429
disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.

Contract Price" means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price.

Deliverables" means all written information ( such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work.

Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access.

Effective Date" means that date upon which the last Party executes this Agreement.

Equipment" means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List.

Equipment Lease-Purchase Agreement" means the agreement by which Customer finances all or a portion of the Contract Price.

Feedback" means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement.

Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act ofGod, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause.

Motorola Software" means software that Motorola or its affiliated companies owns.

Non-Motorola Software" means software that a party other than Motorola or its affiliated companies owns.

Open Source Software" ( also called " freeware" or " shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution.

Proprietary Materials" means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties.

Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.

Services" means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum Lease Communication System and Services Agreement v.2023. 05. 24 2 1430
and/or SOW
Software" ( i) means proprietary software in object code format , and adaptations , translations , decompilations , disassemblies, emulations , or derivative works of such software ; (ii) means any modifications , enhancements , new versions and new releases of the software provided by Motorola ; and (iii) may contain one or more items of software owned by a third party supplier . The term "Software" does not include any third party software provided under separate license or third ·party software not licensable under the terms of this Agreement.

Software License Agreement" means the Motorola Software License Agreement ( Exhibit A).

Software Support Policy" (" SwSP") means the policy set forth at https ://www. m otorolasolutions . com/ content/ dam/ msi/ secure/ services/ software policy . pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola's discretion .

Solution" means the combination of the System(s) and Services provided by Motorola under this Agreement.

Solution Data" means Customer data that is transformed , altered , processed , aggregated , correlated or operated on by Motorola , its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers , including customers or citizens which is made available to Customer with the Solution and Services .

Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents .

SUA" or "SUA 11" means Motorola 's Software Upgrade Agreement program.

Subsystem" means a major part of the System that performs specific functions or operations.

Subsystems are described in the Technical and Implementation Documents.

System" means the Equipmen t, including incidental hardware and materials , Software , and design , installation and implementation services that are combined together into an integrated system ; the System(s) is ( are) described in the Technical and Implementation Documents.

System Acceptance" means the Acceptance Tests have been successfully completed .

System Data " means data created by , in connection with or in relation to Equipment or the performance of Services under this Agreement.

Warranty Period" for System Hardware , Software , or services related to system implementation means one ( 1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum , Warranty Period for other Services means ninety ( 90) days from performance of the Service .

Section 3 SCOPE OF AGREEMENT AND TERM

3.1. SCOPE OF WORK . Motorola will provide , install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.

3.2. CHANGE ORDERS . Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform Lease Commun ication System and Services Agreement v.2023. 05. 24 3 1431
this Agreement , the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees , Performance Schedule , or both , and will reflect the adjustment in a change order or Addendum . Neither Party is obligated to perform requested changes unless both Parties execute a written change order.

3.3. TERM . Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties , the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period , or completion of the Services , whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum .

3.4. ADDITIONAL EQUIPMENT OR SOFTWARE . For three (3) years after the expiration date of the Agreement , Customer may order additional Equipment or Software , if it is then available . Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms . The Parties agree that , notwithstanding expiration of the Agreement, the applicable provisions of this Agreement ( except for pricing , delivery , passage of title and risk of loss to Equipment , warranty commencement , and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable , unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment , warranty will commence upon delivery , and payment is due within thirty ( 30) days after the invoice date . Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively , Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce Shop , and this Agreement will be the " Underlying Agreement" for those eCommerce transactions rather than the eCommerce Shop Terms and Conditions of Sale . eCommerce Shop registration and other information may be found at https:// www .motorolasolutions .com/en us/registration and the shop support telephone number is (800) 814-0601 .

3.5. MOTOROLA SOFTWARE. Any Motorola Software , including subsequent releases , is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.

3.6 . NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license , terms , and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement , in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software . Non-Motorola Software may include Open Source Software.

3.7. SUBSTITUTIONS. At no additional cost to Customer , Motorola may substitute any Equipment , Software , or services to be provided by Motorola , if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.

3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a " Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated , then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment , software , and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment , software , and related services Customer is selecting (including quantities , if applicable). To the extent they apply , the terms and conditions of this Agreement will govern the transaction ; however , the parties acknowledge that certain provisions must be agreed upon , and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice . Examples of provisions that may need to be negotiated are : specific lists of deliverables , statements of work , acceptance test plans , delivery and implementation schedules , payment terms , maintenance and support provisions , additions to or modifications of the Software License Lease Communication System and Services Agreement v .2023 .05 .24 4 1432
Agreement , hosting terms , and modifications to the acceptance and warranty provisions .

Section 4 SERVICES

4.1 . If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's issuance and Motorola 's acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement.

4.2. During the Warranty Period , in addition to warranty services , Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work . Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https:// www. motorolasolutions . com/ content/ dam/ msi/ secure/ services/ software policy . pdf and will be sent by mail , email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price , if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period ; or 2) continue or expand maintenance, software support , installation , and/or SUA services after the Warranty Period , Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing , the terms and conditions in this Agreement applicable to maintenance , support , installation , and/or SUA Services , will be included in the Maintenance and Support Addendum , SUA Addendum , the applicable Statements of Work , and the proposal , (if applicable). These collective terms will govern the provision of such Services .

To obtain any such additional Services , Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer's purchase order will not affect the applicability of this Agreement. Motorola 's proposal may include a cover page entitled " Service Agreement " or "Installation Agreement", as applicable , and other attachments . These cover pages and other attachments are incorporated into this Agreement by this reference 4 .3. PROFESSIONAL AND SUBSCRIPTION SERVICES . If Customer purchases professional or subscription Services as part of the Solution , additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola's proposal for such additional services.

4.4 . Any information in the form of specifications , drawings , reprints , technical information or otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed , accessed, will remain Motorola 's property , will be deemed proprietary , Confidential Information . This Confidential Information will be promptly returned at Motorola's request.

4.5. TOOLS . All tools , equipment , dies , gauges , models , drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola . Customer will safeguard all such property while it is in Customer 's custody or control , be liable for any loss or damage to this property , and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction . Upon termination of the contract for any reason , Customer shall return to Motorola all equipment delivered to Customer. 4 .6 . COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two ( 2) years thereafter, Customer will not hire , engage on contract , solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law , it will be modified as necessary to conform to applicable law.

Lease Communication System and Services Agreement v .2023. 05. 24 5 1433

4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph.

4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed, Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary.

4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies.

4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials.

4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement.

Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

Section 6 CONTRACT PRICE, PAYMENT AND INVOICING

6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.

6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $548,371.40. The Contract Price will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease-Purchase Agreement executed between the parties. If applicable, a pricing summary is included with the Payment schedule.

Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable.

Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed and invoiced according to the pricing pages of the proposal, Exhibit B, or the applicable Addendum.

Invoices will be mailed or emailed to Customer pursuant to Section 6.4, Invoicing and Shipping Addresses.

Lease Communication System and Services Agreement v.2023. 05. 24 6 1434
For Customer' s reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36- 1115800 ..

6.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre- pay and add all freight charges to the invoices. Unless otherwise stated in the Equipment Lease- Purchase Agreement, title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices.

6.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:

Name: __ ~ D~e~re=k~T~h~e~s=ie~r
Address: 99 E Ramsey St Banning CA, 92220_
Phone: 951- 849- 1433
E-INVOICE. To receive invoices via email:

Customer Account Number: 1000190306
Customer Accounts Payable Email: _______________________ _ Customer CC( optional) Email: _________________________ _ The address which is the ultimate destination where the Equipment will be delivered to Customer is:

Name: Derek Thesier
Address: 125 E Ramsey St Banning CA 92220
The Equipment will be shipped to the Customer at the following address ( insert if this information is known):

Name: Sgt. Derek Thesier
Address: 125 E Ramsey st Banning CA 92220
Phone: 951- 849- 1433
Customer may change this information by giving written notice to Motorola.

Section 7 SITES AND SITE CONDITIONS

7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.

7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines ( including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non- conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E. I .A. standard RS- 222 in effect on the Effective Date.

7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation Lease Communication System and Services Agreement v.2023. 05.24 7 1435
plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.

Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work.

Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty ( 30) days before its scheduled start date, Motorola may recover these additional costs.

Section 9 SYSTEM ACCEPTANCE

9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten 10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan.

9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty ( 30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.

9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.

9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate Exhibit D) and the Equipment Lease Purchase Agreement Delivery and Acceptance Certificate (Exhibit E).

Section 10 REPRESENTATIONS AND WARRANTIES

10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency ( RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications.

10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and worl<manship. If System Lease Communication System and Services Agreement v.2023. 05. 24 8 1436
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola's control, this warranty expires eighteen ( 18) months after the shipment of the Equipment.

10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen ( 18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs.

10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: ( i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer' s failure to comply with all applicable industry and OSHA standards; ( ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; ( iii) Equipment that has had the serial number removed or made illegible; (iv) batteries ( because they carry their own separate limited warranty) or consumables; ( v) freight costs to ship Equipment to the repair depot; ( vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and vii) normal or customary wear and tear.

10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, recommendations"). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them.

10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola's liability for the warranty claim. In the event of a valid Services warranty claim, Customer' s sole remedy is to require Motorola to re-perform the nonconforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola.

10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable.

10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE

WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL

OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Lease Communication System and Services Agreement v.2023. 05. 24 9 1437
Section 11 DELAYS

11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly ( but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances.

11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer ( including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.

Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement ( a Dispute").

12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed.

12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (" Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.

12.3. MEDIATION. The Parties will choose an independent mediator within thirty ( 30) days of a notice to mediate from either Party (" Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute.

12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty ( 60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement.

12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

Section 13 DEFAULT AND TERMINATION
Lease Communication System and Services Agreement v.2023. 05. 24 10 1438

13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a· Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty ( 30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty ( 30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.

13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section

13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the nondefaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.

Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.

Section 14 INDEMNIFICATION

14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, or cause of action arising from any third party claim or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any thirdparty claim or suit. Customer will cooperate with Motorola in its defense or settlement of such claim or suit. This Section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement.

14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action arising from any third party claim or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any thirdparty claim or suit. Motorola will cooperate with Customer in its defense or settlement of such claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement.

14.3. PATENT AND COPYRIGHT INFRINGEMENT.

14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.

14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option Lease Communication System and Services Agreement v.2023. 05. 24 11 1439
and expense: ( a) procure for Customer the right to continue using the Motorola Product; ( b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.

14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: ( a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; ( c) Motorola Product designed or manufactured in accordance with Customer' s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; ( d) a modification of the Motorola Product by a party other than Motorola; ( e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer' s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product.

14.3.4. This Section 14 provides Customer' s sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.

Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price ofthe Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve 12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES

ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT

MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,

INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING

FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.

Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS

16.1. CONFIDENTIAL INFORMATION.

16.1.1. Each party is a disclosing party (" Discloser") and a receiving party (" Recipient") under this Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three ( 3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees ( including, but not limited to, employees of any wholly owned Lease Communication System and Services Agreement v.2023. 05. 24 12 1440
subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; ( iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; ( iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; ( v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and vi) only use the Confidential Information as needed to fulfill this Agreement. Notwithstanding the foregoing, Motorola acknowledges that the Customer is subject to the California Records Act.

16. 1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation ( i) is now available or becomes available to the public without breach of this agreement; ( ii) is explicitly approved for release by written authorization of Discloser; ( iii) is lawfully obtained from a third party or parties without a duty of confidentiality; ( iv) is known to the Recipient prior to such disclosure; or ( v) is independently developed by Recipient without the use of any of Discloser' s Confidential Information or any breach of this Agreement.

16. 1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten ( 10) days of receipt of Discloser' s written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one ( 1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.

16. 2. PRESERVATION OF MOTOROLA' S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non- Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola' s Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.

16. 3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/ or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing.

16. 4 DATA AND FEEDBACK.

16. 4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents ( hereafter, " Customer Data"), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data.

Lease Communication System and Services Agreement v.2023. 05. 24 13 1441

16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, " Derivative Data").

16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.

Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola.

Section 17 GENERAL
17 .1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.

17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses ( each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates ( and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.

17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.

17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents ofthe other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind.

17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted Lease Communication System and Services Agreement v.2023. 05. 24 14 1442
only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.

17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid ( or by a recognized courier service, such as Federal Express, UPS, or OHL), or by facsimile with correct answerback received, and will be effective upon receipt.

17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System.

Customer will obtain and comply with all Federal Communications Commission (" FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters.

17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.

17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party.

17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola's ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue.

17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection Lease Communication System and Services Agreement v.2023. 05. 24 15 1443

10.8 ( Disclaimer of Implied Warranties); Section 12 ( Disputes); Section 15 ( Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.

17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document.

The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc. Customer
By:----------- By:-----------
Name: __ Brian Arriaga ____ _ Name: ____________ _
Title: __ Account Executive ___ _ Title: ___________ _
Date: ____ 2/2/2024 __ _ Date: ____________ _
Lease Communication System and Services Agreement v.2023. 05. 24 16 1444
Exhibit A

MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement (" Agreement") is between Motorola Solutions, Inc., Motorola"), and __ Banning Police Department ___ (" Licensee").

For good and valuable consideration, the parties agree as follows:

Section 1 DEFINITIONS

1.1 " Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use.

1.2 " Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software including all physical or electronic media upon which such information is provided).

1.3 " Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution.

1.4 " Open Source Software License" means the terms or conditions under which the Open Source Software is licensed.

1.5 " Primary Agreement" means the agreement to which this exhibit is attached.

1.6 " Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.

1. 7 " Software" ( i) means proprietary software in object code format, and adaptations, translations, decompilations, disassemblies, emulations, or derivative works of such software; ( ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.

Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation.

Section 3 GRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable ( except as permitted in Section 7) and nonexclusive license under Motorola's copyrights and Confidential Information ( as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code.

Lease Communication System and Services Agreement v.2023. 05. 24 17 1445

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions ofthis Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: ( i) determine whether any Open Source Software is provided under this Agreement; and ( ii) identify the Open Source Software ( or specify where that license may be found).

3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED

WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES

EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT

SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT.

Section 4 LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," " application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; ( iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; ( iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device.

Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and Lease Communication System and Services Agreement v.2023. 05. 24 18 1446
security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.

Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation ( including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety ( 90) days from Motorola's shipment of the Software ( the Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, errorfree, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola.

6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties ( express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee ( whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.

Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written Lease Communication System and Services Agreement v.2023. 05. 24 19 1447
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software ( other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.

Section 8 TERM AND TERMINATION

8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola.

8.2 Within thirty ( 30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee.

8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity ( including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).

Section 9 Commercial Computer Software

9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of "commercial computer software" and " computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227- 7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R.

Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: ( i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.

9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee ( if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection

9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.

Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement Lease Communication System and Services Agreement v.2023. 05. 24 20 1448
concerning Confidential Information apply.

Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.

Section 12 NOTICES
Notices are described in the Primary Agreement.

Section 13 GENERAL

13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.

13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct .or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time ofthe action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.

13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.

13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law ( collectively " UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

Lease Communication System and Services Agreement v.2023. 05. 24 21 1449

13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.

13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement.

Lease Communication System and Services Agreement v.2023. 05. 24 22 1450
Exhibit B

PAYMENT
For the System purchase financed through Motorola, please refer to the payment schedule included in the Equipment Lease- Purchase Agreement
If Customer has purchased add itiona l Profess iona l or Subsc ription services , payment w ill be in accordance with the applicable Addenda.

For Lifecycle Support Plan and Subscription Based Services :

Motorola will invoice Customer annually in advance of each year of the plan , or as otherwise stated in the applicable addenda.

The chart below outlines the hourly labo r rates for Motorola System Integration resources to be used . The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates pe r resource type and level are listed in Tab le 1.

Resource Types
Project System System Project
Levels Management Enginee ring Technologist Administration 4 s 290 .00 s 300 .00 s 280 .00 s 200 .00
3 s 240 .00 s 250 .00 s 240 .00 s 180 .00
2 s 220 .00 s 220 .00 s 220 .00 s 170 .00
1 s 190 .00 s 210 .00 s 210 .00 s 160 .00
Table 1 • Hourly Rates
These rates apply to ordinary days and times ( Monday to Friday du ring the hours 8a m to 5pm ). Additional surcharges may apply to work done outside these timeframes . The minimum charge for any reso urce will be 4 hours . Travel expenses are not included in these rates and may be charged separately .

The qualifications of each type and level of resou rce are define d in the tables fou nd at https ://www . motorol asolutions . com/ contenUdam/ msi/ secure/ services/ labor- rates- exh ibit-160408. pdf.. AlI Motorola System Integration personnel assigned to this project will be classified according these levels . Project Administrative roles are varied and the ir specific dut ies and qualificatio ns will be determi ned by the complexity and requirements of each project.

Lease Communication System and Services Ag reeme nt v .202 3. 05 .24 23 1451
Exhibit E

EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below (" Equipment") and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee ( Customer) and Lessor.

Equipment Lease Purchase Agreement No.: _____ _
Lease Schedule A No. : _____ _

EQUIPMENT INFORMATION

QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
See Schedule A for a detailed
Equipment List.

LESSEE/ CUSTOMER:

By: _____________ _
Title: ______________ _
Date: ______________ _
Please complete this form and send a copy via US mail or email to:

Motorola Solutions Credit Company LLC
Attn: Bill Stancik, Finance Manager 1500 W. Monroe, 44th Floor I Chicago, IL 60661 Email: bill. stancik@motorolasolutions. com ITelephone: ( 847) 538- 453 Lease Communication System and Services Agreement v.2023. 05. 24 24 1452

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Robert Fisher, Acting City Manager
PREPARED BY: Barbara Mason, Chief Procurement Officer
Vincent Avila, Chief of Police
MEETING DATE: July 8, 2025
SUBJECT: Consideration of Resolution No. 2025-112 to Approve Budget Appropriation to fund the SWAG contract
RECOMMENDATION:

Approve Appropriation for SWAG contract in the amount of $48,502/month for a not to exceed total of $582,024 for FY2026 from the General Fund.

BACKGROUND:

SWAG is a non-profit public benefit corporation in good standing with the California Secretary of State.

SWAG's principal business location is 5053 La Mart Dr, Suite 204 in Riverside, California. SWAG's mission is to advocate, educate and inspire marginalized individuals and families in Southern California to achieve sustainable independence through community support. SWAG provides or has provided homeless intervention and related services to a number of Inland Empire communities, including Desert Hot Springs, Colton, Temecula, Chino Hills, Lake Elsinore and Rialto. Some of the services provided by SWAG in communities it serves include, but are not limited to, the following:

1. Responding to homeless service requests made by City staff, and law enforcement in a timely

2. Providing immediate crisis stabilization to those experiencing behavioral health, physical crisis and emergencies and connection to behavioral health and substance abuse treatment

3. Case management of individuals that are in treatment and temporary living situations to help ensure they do not return to the streets.

4. Assisting unsheltered homeless individuals with obtaining admittance and transportation to emergency shelters and connecting them with transitional and permanent housing options.

On May 30, 2025, City Council approved SWAG contractor. Staff is requesting a budget appropriation to fund the contract in the amount of $48,502/month for a not to exceed total of $582,024 for FY2026.

JUSTIFICATION:

Homeless Encampments pose a serious public safety risk, often causing fires and exposing encampment residents to increased risk of sexual violence and criminal activity, to property damage and break-ins, and unsanitary conditions affecting both residents and neighbors. They dampen and deter both commercial and recreational activity through the accumulation of hazardous material and excessive debris, harming downtowns and depriving Californians of their public spaces. Large encampments and those with semi-permanent structures exacerbate and perpetuate these harms.

FISCAL IMPACT:

Expense in the amount $48,502/month for a not to exceed total of $582,024 for annual cost in FY2026. 1453
ALTERNATIVES:
1) Do not approve budget appropriation and cancel SWAG contract, or 2) City Council to provide alternative direction.

BUDGETED?:

No
CONTRACT/AGREEMENT:

Yes
ATTACHMENTS:

1. Resolution_2025-112_SWAG_Contract.docx

1. (1)Banning General Services Agreement - SWAG.docx

2. Exhibit A - Proposal.pdf
1454
Resolution 2025-112

RESOLUTION 2025-112

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

AUTHORIZING THE BUDGET APPROPRIATION FOR MONTHLY PAYMENTS TO SWAG, UNDER RESOLUTION 2025-XX, IN AN AMOUNT NOT TO EXCEED $582,024 WHEREAS, the City of Banning (“City”) seeks to address the growing concern of unsheltered homelessness through strategic outreach, community collaboration, and connection to long-term housing solutions outside the City’s limits; WHEREAS, the City has entered into a General Services Agreement with Social Work Action Group (SWAG), a California nonprofit organization based in Riverside, which provides professional, person-centered homeless outreach and intervention services throughout Southern California;
WHEREAS, SWAG will identify, engage, and assist individuals, families, and encampments experiencing homelessness in the City of Banning, with the goal of reducing their visibility and presence in the community through connection to housing, treatment, and services; WHEREAS, the Agreement, effective May 30, 2025, allows for monthly compensation not to exceed Forty-Eight Thousand Five Hundred Two Dollars ($48,502.00), in exchange for services provided under the terms outlined in Exhibit “A” of the Agreement; WHEREAS, the City Council finds that authorizing this monthly payment structure supports fiscal transparency, ensures continuity of services, and aligns with the City’s mission to address public safety and wellness challenges posed by chronic homelessness; WHEREAS, the City of Banning will utilize General Fund dollars to pay the monthly service payments of $48,502 in an amount not to exceed $582,024.

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

SECTION 1. The City Council approves the appropriation of General Fund dollars to pay the monthly service payments in the amount of $48,502 to SWAG in accordance with Section 4.03 of the agreement. The total amount paid for under the terms of the agreement will not exceed $582,024.

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 8th day of July, 2025. 1455
Resolution 2025-112

Sheri Flynn, Mayor
City of Banning
ATTEST:

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

John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy, & Pinkney LLP
1456
Resolution 2025-112

CERTIFICATION:

I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-XX, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 8th day of July, 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
1457
1 AGREEMENT FOR GENERAL SERVICES

BY INDEPENDENT CONTRACTOR

THIS AGREEMENT FOR GENERAL SERVICES BY INDEPENDENT
CONTRACTOR is made and effective as of the May 30, 2025, by and between the City of Banning (“CITY”), whose address is 99 E. Ramsey Street, Banning, California 92220, and Social Work Action Group (“CONTRACTOR”), a California nonprofit corporation whose address is 5053 LA Mart Dr, Suite #204, Riverside, California 92507. CITY and CONTRACTOR may be referred to individually as a “party” and collectively as the “parties.”

RECITALS
This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties to this Agreement:

A. CITY desires to engage CONTRACTOR to provide the following services: to address the growing issue of unsheltered homelessness in the City of Banning with strategic outreach, community collaboration, and facilitating long-term housing solutions outside of the City of Banning. CONTRACTOR’s primary focus is homeless intervention services and to identify, engage, and assist individuals, families, and encampments experiencing homelessness, ultimately reducing their visibility and presence in the community; and B. CONTRACTOR has made a proposal (“Proposal”) to the CITY to provide such services, which Proposal is attached hereto as Exhibit “A” and incorporated herein by this reference; and
C. CONTRACTOR represents that it has examined and is fully familiar with all of the provisions of the Agreement; that it has satisfied itself as to the nature and location of all Services (defined below), the general and local conditions to be encountered in the performance of any Services, and all other matters which can in any way affect the Services or the cost thereof; and D. Pursuant to the City of Banning’s Municipal Code, CITY has authority to enter into this Agreement and the Mayor has authority to execute this Agreement with Council approval; and E. CONTRACTOR agrees to provide such Services pursuant to, and in accordance with, the terms and conditions of this Agreement, and represents and warrants to CITY that CONTRACTOR possesses the necessary skills, licenses, certifications, qualifications, personnel and equipment to provide such services.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants contained herein, CITY and CONTRACTOR agree as follows:

1. Term of Agreement. This Agreement is effective as of the date first above written 1458
2 and shall continue until terminated as provided for herein. Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically terminate after one (1) year unless extended by the parties with the approval of the City Council of the CITY.

2. Services to be Performed. CONTRACTOR agrees to provide the services (“Services”) contained in the Proposal. All Services shall be performed in the manner and according to the timeframe set forth in the Proposal. CONTRACTOR designates _____________________ as CONTRACTOR’S professional(s) responsible for overseeing the Services provided by CONTRACTOR. CITY designates the City Manager, or his or her designee, to act as the Project Manager (“Project Manager”) in connection with the delivery of Services under this Agreement. CONTRACTOR shall supply, at its sole expense, all equipment, tools, materials, and supplies necessary to perform Services.

3. Associates and Subcontractors. CONTRACTOR may, at CONTRACTOR’S sole cost and expense, employ such competent and qualified independent associates, subcontractors and consultants as CONTRACTOR deems necessary to perform the Services; provided, however, that CONTRACTOR shall not subcontract any of the Services without the prior written consent of CITY.

4. Compensation.

4.01 CONTRACTOR shall be paid at the rates set forth in the Proposal and shall not increase any rate without the prior written consent of the CITY. Notwithstanding anything in this Agreement or in the Proposal/Exhibits to the contrary, total fees and charges paid by CITY to CONTRACTOR under this Agreement shall not exceed the amount of Forty-Eight Thousand Five Hundred Two Dollars ($48,502.00) a month.

4.02 CONTRACTOR shall not be compensated for any Services rendered nor reimbursed for any expenses incurred in excess of those authorized unless approved in advance by the CITY, in writing.

4.03 CONTRACTOR shall submit to CITY, on or before the fifteenth (15th) of each month, itemized invoices for the Services rendered in the previous month. The CITY shall not be obligated to pay any invoice for services that are submitted more than sixty (60) days after the date such services were provided. CITY shall have the right to review and audit all invoices prior to or after payment to CONTRACTOR. This review and audit may include, but not be limited to CITY’s:
a. Determination that any hourly fee charged is consistent with this Agreement's approved hourly rate schedule;
b. Determination that the multiplication of the hours billed times the approved rate schedule dollars is correct;
c. Determination that each item charged is the usual, customary, and reasonable charge for the particular item. If CITY determines an item charged is greater than usual, customary, or reasonable, or is duplicative, ambiguous, excessive, or inappropriate, CITY shall either return the bill to CONTRACTOR 1459
3 with a request for explanation or adjust the payment accordingly and give notice to CONTRACTOR of the adjustment.

4.04 If the work is satisfactorily completed, CITY shall pay such invoice within thirty (30) days of its receipt, or as reasonably soon after required certified payroll information is submitted to the CITY, if applicable. Should CITY dispute any portion of any invoice, CITY shall pay the undisputed portion within the time stated above, and at the same time advise CONTRACTOR in writing of the disputed portion.

5. Obligations of CONTRACTOR.

5.01 CONTRACTOR agrees to perform all Services in accordance with the terms and conditions of this Agreement and the Proposal. In the event that the terms of the Proposal shall conflict with the terms of this Agreement or contain additional terms that purport to bind the CITY other than for the Services to be rendered and the hourly rate for the Services, the terms of this Agreement shall govern and said additional or conflicting terms shall be of no force or effect.

5.02 Except as otherwise agreed by the parties, CONTRACTOR will supply all personnel, materials and equipment required to perform the Services. CONTRACTOR shall provide its own offices, telephones, vehicles and computers and set its own work hours. CONTRACTOR will determine the method, details, and means of performing the Services under this Agreement.

5.03 CONTRACTOR shall keep CITY informed as to the progress of the Services by means of regular and frequent consultations. Additionally, when requested by CITY, CONTRACTOR shall prepare written status reports.

5.04 CONTRACTOR is responsible for paying, when due, all income and other taxes, fees and withholding, including withholding state and federal taxes, social security, unemployment and worker’s compensation, incurred as a result of the compensation paid under this Agreement. CONTRACTOR agrees to indemnify, defend, and hold harmless CITY for any claims, costs, losses, fees, penalties, interest, or damages suffered by CITY resulting from CONTRACTOR’s failure to comply with this provision.

5.05 In the event CONTRACTOR is required to prepare plans, drawings, specifications and/or estimates, the same shall be furnished in conformance with local, state and federal laws, rules and regulations.

5.06 CONTRACTOR represents that it possesses all required licenses necessary or applicable to the performance of Services under this Agreement and the Proposal and shall obtain and keep in full force and effect all permits and approvals required to perform the Services herein. In the event CITY is required to obtain an approval or permit from another governmental entity, CONTRACTOR shall provide all necessary supporting documents to be filed with such entity.
1460
4 5.07 CONTRACTOR shall be solely responsible for obtaining Employment Eligibility Verification information from CONTRACTOR’s employees, in compliance with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a), and shall ensure that CONTRACTOR’s employees are eligible to work in the United States.

5.08 In the event that CONTRACTOR employs, contracts with, or otherwise utilizes any CalPERS retirees in completing any of the Services performed hereunder, such instances shall be disclosed in advance to the CITY and shall be subject to the CITY’s advance written approval.

5.09 Drug-free Workplace Certification. By signing this Agreement, the CONTRACTOR hereby certifies under penalty of perjury under the laws of the State of California that the CONTRACTOR will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a drugfree workplace.

5.10 CONTRACTOR shall keep itself informed concerning and shall render all Services hereunder in accordance with all ordinances, resolutions, statutes, rule, and regulations of the CITY and any federal, state or local governmental entity having jurisdiction in effect at the time service is rendered.

5.11 In the performance of this Agreement the CONTRACTOR shall comply with all applicable federal, state and local statutory and regulatory requirements including, but not limited to California Department of Industrial Relations (Cal/OSHA) regulations; and the U.S. Department of Transportation Omnibus Transportation Employee Testing Act, related to their scope of work and operations. In case of conflict in regulations, the most stringent shall apply.

5.12 By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (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, difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of Services hereunder. Should the CONTRACTOR discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, CONTRACTOR shall immediately inform the CITY of such fact and shall not proceed except at CONTRACTOR’s sole risk until written instructions are received from the Project Manager.

CONTRACTOR warrants all Services under the Agreement to be of good quality and free from any defective or faulty material and workmanship. CONTRACTOR agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials 1461
5 incorporated into the Services, whichever is later) after the date of final acceptance, CONTRACTOR shall within ten (10) days after being notified in writing by the CITY of any defect in the Services or non-conformance of the Services to the Agreement, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at CONTRACTOR’s sole cost and expense. CONTRACTOR shall act sooner as requested by the CITY in response to an emergency. In addition, CONTRACTOR shall, at its sole cost and expense, repair and replace any portions of the Services (or work of other contractors) damaged by CONTRACTOR’s defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, CONTRACTOR’s obligation hereunder to correct defective Services shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Services. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of CONTRACTOR.

In the event that CONTRACTOR fails to fulfil its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the CITY, the CITY shall have the right to correct and replace any defective or non-conforming Services and any work damaged by such services or the replacement or correction thereof at CONTRACTOR’s sole expense. CONTRACTOR shall be obligated to fully reimburse the CITY for any expenses incurred hereunder upon demand. This provision may be waived if the services hereunder do not include construction of any improvements or the supplying of equipment or materials.

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

5.13 Time is of the essence in the performance of this Agreement.

5.14 CONTRACTOR shall make every reasonable effort to maintain the stability and continuity of CONTRACTOR’s staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance.

6. Insurance. CONTRACTOR hereby agrees to be solely responsible for the health and safety of its employees, officers, volunteers and agents in performing this Agreement and shall comply with all laws applicable to worker safety including but not limited to Cal-OSHA. Therefore, throughout the duration of this Agreement, CONTRACTOR hereby covenants and agrees to maintain insurance in conformance with the requirements set forth below. Attached hereto as Exhibit “B” are copies of Certificates of Insurance and endorsements. If existing coverage does not meet the requirements set forth herein, CONTRACTOR agrees to amend, supplement or endorse the existing coverage to do so. CONTRACTOR shall provide the following types and amounts of insurance:

6.01. General liability insurance in an amount of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate; CONTRACTOR agrees to have its insurer 1462
6 endorse the general liability coverage required herein to include as additional insured’s CITY, its officials, employees and agents. CONTRACTOR also agrees to require all contractors and subcontractors to provide the same coverage required under this Section 6.

6.02. Business Auto Coverage in an amount of no less than $1 million per accident. If CONTRACTOR or CONTRACTOR’s employees will use personal autos in performance of the Services, CONTRACTOR shall provide evidence of personal auto liability coverage for each such person.

6.03. Workers’ Compensation coverage for any of CONTRACTOR’s employees that will be providing Services. CONTRACTOR will have a state-approved policy form providing statutory benefits as required by California law. The provisions of any workers’ compensation will not limit the obligations of CONTRACTOR under this Agreement.

CONTRACTOR expressly agrees not to use any statutory immunity defenses under such laws with respect to CITY, its employees, officials and agents.

7. General Conditions pertaining to Insurance Coverage.

7.01. No liability insurance coverage provided shall prohibit CONTRACTOR from waiving the right of subrogation prior to a loss. CONTRACTOR waives all rights of subrogation against CITY regardless of the applicability of insurance proceeds and shall require all contractors and subcontractors to do likewise.

7.02. Prior to beginning Services, CONTRACTOR shall furnish CITY with certificates of insurance, endorsements, and upon request, complete copies of all policies, including complete copies of all endorsements. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf.

7.03. All required policies shall be issued by a highly rated insurer with a minimum A.M. Best rating of “A:VII”). The insurer(s) shall be admitted and licensed to do business in California. The certificates of insurance hereunder shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice has been given to CITY.

7.04. Self-insurance does not comply with these insurance specifications.

CONTRACTOR acknowledges and agrees that that all insurance coverage required to be provided by CONTRACTOR or any subcontractor, shall apply first and on a primary, noncontributing basis in relation to any other insurance, indemnity or self-insurance available to CITY.

7.05. All coverage types and limits required are subject to approval, modification and additional requirements by CITY, as the need arises. CONTRACTOR shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect CITY’s protection without CITY’s prior written consent.
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7 7.06. CONTRACTOR agrees to provide immediate notice to CITY of any claim or loss against CONTRACTOR or arising out of Services performed under this Agreement.

CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the CITY.

8. Indemnification.

8.01 CONTRACTOR and CITY agree that CITY, its employees, agents and officials should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, defense costs, court costs or any other costs arising out of or in any way related to the performance of this Agreement by CONTRACTOR or any subcontractor or agent of either as set forth herein.

Accordingly, the provisions of this indemnity are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to CITY.

CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of the commitment of CONTRACTOR to indemnify and protect CITY as set forth herein.
a. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless CITY, its employees, agents and officials, from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, damages or costs of any kind, whether actual, alleged or threatened, actual attorneys’ fees incurred by CITY, court costs, interest, defense costs, including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of or arising out of, or in any way attributable actually, allegedly or impliedly, in whole or in part to the performance of this Agreement.

CONTRACTOR’s obligation to defend, indemnify and hold harmless shall include any and all claims, suits and proceedings in which CONTRACTOR (and/or CONTRACTOR’s agents and/or employees) is alleged to be an employee of CITY.

All obligations under this provision are to be paid by CONTRACTOR as they are incurred by CITY.
b. Without affecting the rights of CITY under any provision of this Agreement or this Section, CONTRACTOR shall not be required to indemnify and hold harmless CITY as set forth above for liability attributable solely to the fault of CITY, provided such fault is determined by agreement between the parties or the findings of a court of competent jurisdiction.

9. Additional Services, Changes and Deletions.

9.01 In the event CONTRACTOR performs additional or different services than those described herein without the prior written approval of the Project Manager of the CITY, CONTRACTOR shall not be compensated for such services. CONTRACTOR expressly waives any right to be compensated for services and materials not covered by the 1464
8 scope of this Agreement or authorized by the CITY in writing.

9.02 CONTRACTOR shall promptly advise the Project Manager and as soon as reasonably practicable upon gaining knowledge of a condition, event or accumulation of events which may affect the scope and/or cost of Services. All proposed changes, modifications, deletions and/or requests for additional services shall be reduced to writing for review and approval by the CITY.

10. Termination of Agreement.

10.01 Notwithstanding any other provision of this Agreement, CITY, at its sole option, may terminate this Agreement with or without cause, or for no cause, at any time by giving thirty (30) days’ written notice to CONTRACTOR.

10.02 In the event of termination, the payment of monies due CONTRACTOR for undisputed Services performed prior to the effective date of such termination shall be paid within thirty (30) business days after receipt of an invoice as provided in this Agreement.

Immediately upon termination, CONTRACTOR agrees to promptly provide and deliver to CITY all original documents, reports, studies, plans, specifications and the like which are in the possession or control of CONTRACTOR and pertain to CITY.

11. Status of CONTRACTOR.

11.01 CONTRACTOR shall perform the Services in CONTRACTOR’s own way as an independent contractor, and in pursuit of CONTRACTOR’s independent calling, and not as an employee of CITY. However, CONTRACTOR shall regularly confer with CITY’s Project Manager as provided for in this Agreement.

11.02 CONTRACTOR agrees that it is not entitled to the rights and benefits afforded to CITY’s employees, including disability or unemployment insurance, workers’ compensation, retirement, CalPERS, medical insurance, sick leave, or any other employment benefit. Furthermore, CONTRACTOR expressly waives any claim CONTRACTOR may have to any such rights. CONTRACTOR is responsible for providing, at its own expense, disability, unemployment, workers’ compensation and other insurance, training, permits, and licenses for itself and its employees and subcontractors.

11.03 CONTRACTOR hereby specifically represents and warrants to CITY that it possesses the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of CITY and that the Services to be rendered pursuant to this Agreement shall be performed faithfully, competently and to the best of CONTRACTOR’S ability, experience and talent.

CONTRACTOR covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, fit for the purpose intended. Further, CONTRACTOR represents and warrants that the individual signing this Agreement on behalf of CONTRACTOR has the full authority to bind CONTRACTOR to this Agreement.
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9 11.04 Prevailing Wages.

A. If the services involve work performed during the design, site assessment, feasibility study, and other preconstruction phases of a construction project, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, CONTRACTOR shall be responsible to comply with applicable prevailing wages laws. As a condition of payment, CONTRACTOR shall pay wages under applicable state and federal laws and regulations relating to prevailing wages in accordance with the “General Wage Determination Made By the Director of Industrial Relations Pursuant To California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1”, for Riverside County and/or 40 U.S.C. Section 276a, et. seq. Such wage rates shall conform with those posted at CITY offices and the project site. In the event that the CONTRACTOR fails to pay the prevailing wages, the CONTRACTOR shall be solely liable for penalties and for the shortfall in wages and shall indemnify, defend and hold harmless CITY under Section 8.01 against any of the same. The following Labor Code sections are hereby referenced and made a part of this Agreement:

B. The following Labor Code sections are hereby referenced and made part of this Agreement:

1. Section 1775 - Penalty for Failure to Comply with Prevailing Wage Rates.

2. Section 1777.4 - Apprenticeship Requirements.

3. Section 1777.5 - Apprenticeship Requirements.

4. Section 1813 - Penalty for Failure to Pay Overtime.

5. Sections 1810 and 1811 - Working Hour Restrictions.

6. Section 1776 - Payroll Records.

7. Section 1773.8 - Travel and Subsistence Pay.

11.05 CONTRACTOR shall defend, indemnify and hold the CITY, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with applicable prevailing wage laws.

11.06 CONTRACTOR shall have no authority to bind CITY in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against CITY, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by CITY. CONTRACTOR shall not at any time or in any manner represent that CONTRACTOR or any of CONTRACTOR’s officers, employees, or agents are in any manner officials, officers, employees or agents of CITY.

12. Ownership of Documents; Audit.

12.01 All draft and final reports, plans, drawings, studies, maps, photographs, specifications, data, notes, manuals, warranties and all other documents of any kind or nature prepared, developed or obtained by CONTRACTOR in connection with the 1466
10 performance of Services performed for the CITY shall become the sole property of CITY, and CONTRACTOR shall promptly deliver all such materials to CITY upon request. At CITY’s sole discretion, CONTRACTOR may be permitted to retain original documents, and furnish reproductions to CITY upon request, at no cost to CITY.

12.02 Subject to applicable federal and state laws, rules and regulations, CITY shall hold all intellectual property rights to any materials developed pursuant to this Agreement. CONTRACTOR shall not use such data or documents for purposes other than the performance of this Agreement, nor shall CONTRACTOR release, reproduce, distribute, publish, adapt for future use or any other purposes, or otherwise use, any data or other materials first produced in the performance of this Agreement, nor authorize others to do so, without the prior written consent of CITY.

12.03 CONTRACTOR shall retain and maintain, for a period not less than four years following termination of this Agreement, all-time records, accounting records and vouchers and all other records with respect to all matters concerning Services performed, compensation paid, and expenses reimbursed. At any time during normal business hours and as often as CITY may deem necessary, CONTRACTOR shall make available to CITY’s agents for examination all of such records and shall permit CITY’s agents to audit, examine and reproduce such records.

13. Miscellaneous Provisions.

13.01 This Agreement, which includes all attached exhibits, supersedes any and all previous agreements, either oral or written, between the parties hereto with respect to the rendering of Services by CONTRACTOR for CITY and contains all of the covenants and agreements between the parties with respect to the rendering of such Services in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing signed by both parties.

13.02 CONTRACTOR shall not assign or otherwise transfer any rights or interest in this Agreement without the prior written consent of CITY. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.03 CONTRACTOR shall timely file FPPC Form 700 Conflict of Interest Statements with CITY if required by California law and/or the CITY’s conflict of interest policy.

13.04 If any legal action or proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which that party may be entitled.

13.05 This Agreement is made, entered into and shall be performed in the County of Riverside in the State of California and shall in all respects be interpreted, enforced and 1467
11 governed under the laws of the State of California. The parties agree that the venue in any litigation between them shall be in Riverside County, California.

13.06 CONTRACTOR covenants that neither it nor any officer or principal of its firm has any interest, nor shall they acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of their Services hereunder.

CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed by it as an officer, employee, agent, or subcontractor.

13.07 CONTRACTOR has read and is aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflicts of interest of public officers and employees. CONTRACTOR agrees that they are unaware of any financial or economic interest of any public officer or employee of the CITY relating to this Agreement. It is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, the CITY may immediately terminate this Agreement by giving notice thereof. CONTRACTOR shall comply with the requirements of Government Code section 87100 et seq. and section 1090 in the performance of and during the term of this Agreement.

13.08 Improper Consideration. CONTRACTOR shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, services, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the CITY in an attempt to secure favorable treatment regarding this Agreement or any contract awarded by CITY. The CITY, by notice, may immediately terminate this Agreement if it determines that any improper consideration as described in the preceding sentence was offered to any officer, employee or agent of the CITY with respect to the proposal and award process of this Agreement or any CITY contract. This prohibition shall apply to any amendment, extension or evaluation process once this Agreement or any CITY contract has been awarded. CONTRACTOR shall immediately report any attempt by any CITY officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from CONTRACTOR.

13.09 Severability. If any portion of this Agreement is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the entire balance of this Agreement not so affected shall remain in full force and effect.

13.10 Covenant Against Discrimination. CONTRACTOR 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, marital status, national origin, or ancestry in the performance of this Agreement. CONTRACTOR shall take affirmative action to ensure that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry.

13.11 Force Majeure. Neither party will be deemed in breach hereunder for any 1468
12 interruption or delay in the performance of its obligations hereunder if the interruption or delay is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, pandemics, or natural disasters, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or avoid it at a reasonable cost.

13.12 Confidentiality. All information gained or work product produced by CONTRACTOR in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to CONTRACTOR.

CONTRACTOR shall not release or disclose any such information or work product to persons or entities other than CITY without prior written authorization from the City Manager.

CONTRACTOR, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the CITY’s Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided CONTRACTOR gives CITY notice of such court order or subpoena.

If CONTRACTOR, or any officer, employee, agent or subcontractor of CONTRACTOR, provides any information or work product in violation of this Agreement, then CITY shall have the right to reimbursement and indemnity from CONTRACTOR for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of CONTRACTOR’s conduct.

CONTRACTOR shall promptly notify CITY should CONTRACTOR, its officers, employees, agents or subcontractors 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 work performed there under. CITY retains the right, but has no obligation, to represent CONTRACTOR or be present at any deposition, hearing or similar proceeding.

CONTRACTOR agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONTRACTOR.

However, this right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response.

13.13 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 work or Services by CONTRACTOR 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 1469
13 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.

13.14 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.

13.15 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 purpose of this Agreement.

13.16 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.

13.17 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 reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified neither party shall be responsible for the service of the other.

13.18 Incorporation of Recitals. The parties hereby affirm the facts set forth in the Recitals above and agree to the incorporation of the Recitals as though fully set forth herein. [signatures on following page]
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14 IN WITNESS WHEREOF, the parties hereby have made and executed this Agreement to be effective as of the day and year first above written.

CITY: CONTRACTOR:

CITY OF BANNING SOCIAL WORK ACTION GROUP
By: By:

Sheri Flynn, Mayor
Print Name:

By:___________________________ Title:

Robert Fisher, City Manager
1471
15 EXHIBIT “A”

PROPOSAL
(insert behind this page)
1472
16 EXHIBIT “B”

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
(insert behind this page)
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1 Social Work Action Group
Addressing the Homeless in the City of Banning
FY 2025-2026 Strategic Plan
To address the increase of unsheltered homeless individuals in the City of Banning, Social Work Action Group (SWAG) has prepared a Strategic Plan of Action. The Strategic Plan specifically targets unsheltered individuals, families, and encampments to reduce the number of visible homeless residing in the City of Banning. With the assistance of Banning Police Department, SWAG will identify and address individuals and geographical areas of concern to prioritize our efforts. SWAG will provide consistent outreach and case management services to those most in need, with the ultimate goal of mitigating an individual’s root cause(s) of their homelessness and to live a fulfilling and meaningful life. SWAG will reduce the homeless population both visibly and documented through the annual Point-in-Time Count. Simultaneously, SWAG will engage, educate, and encourage the community of Banning to collaborate efforts and spread the message of Responsible Compassion.

1. Census of unsheltered homeless
In every community, it is vital to conduct a thorough and comprehensive census of the unsheltered homeless population. City staff, Banning Police Department, and SWAG will work together to accurately locate, identify, survey and track, through the creation of a by-name list. A comprehensive assessment will provide an in-depth look at the individual, the circumstances and incidents that led to homelessness, such as severe trauma(s). We will also detail one’s connections and support systems in the city to leverage those individuals and incorporate those resources. This information will be used to develop an individualized action plan. This will be done on an ongoing basis as new individuals enter the city.

2. Outreach to the unsheltered homeless
Street outreach must be intensive, consistent, and strategic and needs the partnership of law enforcement and successful utilization and navigation of systems of care; behavioral health, and substance abuse treatment. Our team is comprised of individuals with specialized backgrounds in behavioral health, substance abuse, and social work who have a fundamental understanding of human development and behaviors. When we develop an action plan, we follow a process flow chart that directs our activities and interactions with the individual to achieve specific outcomes, both short and long term.

3. Outreach to the community at-large
SWAG will provide informational content, which will include material for an anti-panhandling/ compassionate giving campaign and disseminate it throughout the community, as we believe coordination of efforts is essential. The campaign will encourage stakeholders, faith-based 1474
2 groups, community groups, businesses, and concerned residents to discourage well-intended activities that enable the chronically homeless to remain on the streets and focus their efforts on long-term solutions. This will be done through verbal and electronic communications. SWAG will begin with addressing community partners, which include first responders, service providers, faith-based organizations, non-profits, community groups and businesses.

Scope of Services
The term of services will be July 1, 2025-June 30, 2026. SWAG will provide the following activities and services:
• Assist with the organization and facilitation of the Point-in-Time Count for January 2026. • Respond to homeless service requests made by city staff, and law enforcement in a timely manner. • All individuals encountered will be included in the by-name census for the City of Banning. • Provide immediate crisis stabilization to those experiencing behavioral health, physical crisis and emergencies and connection to behavioral health and substance abuse treatment services. • Case manage individuals that are in treatment and temporary living situations to help ensure they do not return to the streets.
• Facilitate trips home/family reunification utilizing bus trips for individuals wanting to reunite with an identified support system that is out of the Banning area. • Provide support to the City of Banning through trainings, presentations and sharing updates related to trends in regional homeless efforts.
• Attend and participate in City Council meetings, as requested.

Schedule
The SWAG homeless services team will follow a Monday-Friday, 7:30am-4:30pm schedule. Homeless Outreach team members provide full-time, 40 hours per week service, based upon staffing availability.

For each hour an Outreach Specialist works, Banning will be billed at a rate of $57.75. • Staff development training is conducted weekly for all SWAG employees (up to 6 hours.) *Each year, employees are provided (Not billed to Banning):
• Forty (40) hours of sick time
• Accrual of .0308 hours of Paid Time Off (PTO), for each hour worked • Observance of the following holidays: Memorial Day, 4th of July, Thanksgiving (2 days), Christmas, New Year’s.
2025-2026 City of Banning
Monthly Service Agreement
Four (4) person Team
Hourly
Rate
Approx. Monthly
Budget
Outreach & Case Management Services
Outreach Specialist/ Case Manager $57.75 $40,152
Management/ Supervision Oversight $99.75 $3,990
Transportation Costs $2,050
Administration Costs (5%) $2,310
TOTAL PROPOSED MONTHLY BUDGET $48,502
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Robert Fisher, Acting City Manager
PREPARED BY: Robert Fisher, Acting City Manager
MEETING DATE: July 8, 2025
SUBJECT:

Chamber of Commerce lease agreement
RECOMMENDATION:

Review lease agreement between the City of Banning and the Banning Chamber of Commerce BACKGROUND:

In previous years the Banning Chamber of Commerce was located next to the Police Station at 125 E.

Ramsey Street. It was subsequently moved to 60 E. Ramsey Street and on February 11, 2019, a lease agreement was signed between the City of Banning and the Banning Chamber of Commerce. The terms of the agreement included a $5.00 payment for the use of the building and parking lot for five years. The lease agreement also indicated, “This license Agreement is specific to the Chamber and may not be transferred or assigned in any manner, without the prior written approval of the City in its sole and absolute discretion. Additionally, Chamber shall not enter into any sublicenses without the prior written approval of the city in its sole and absolute discretion.

A lease agreement between the Banning Chamber of Commerce and the Southern California Gas Company was signed July 1, 2006 with a terminated date of June 30, 2019. The Southern California Gas Company paid the Banning Chamber of Commerce a lump sum of $212,616. The Southern California Gas Company has identified the property as being 1,170 square feet, $1.75 per square foot and $2,047.50 per month.

JUSTIFICATION:

The current lease agreement with the Banning Chamber of Commerce has expired FISCAL IMPACT:
$5.00 to possibly $3000.00 per month lease agreement
ALTERNATIVES:

1. Renegotiate a lease agreement

2. Continue without a lease agreement
BUDGETED?:

No
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CONTRACT/AGREEMENT:

Yes
1477
4/25/24
City of Banning
99 East Ramsey Street
Banning CA 92220
RE: Municipal Lease # 25508
Enclosed for your review, please find the Municipal Lease documentation in connection with the solution to be leased from Motorola. The interest rate and payment streams outlined in Equipment Lease-Purchase Agreement #25508 are valid for contracts that are executed and returned to Motorola on or before May 30, 2024. After 5/30/2024, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates.

Please have the documents executed where indicated and forward the documents to the following address:

Motorola Solutions Credit Company LLC
Attn: Bill Stancik / 44th Floor
500 W. Monroe
Chicago IL 60661
Should you have any questions, please contact me at 847-538-4531.

Thank You,

MOTOROLA SOLUTIONS CREDIT COMPANY LLC
Bill Stancik
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 140778

LESSEE FACT SHEET
Please help Motorola provide excellent billing service by providing the following information:

1. Complete Billing Address City of Banning
_________________________________________
E-mail Address: _________________________________________ Attention: _________________________________________
Phone: _________________________________________

2. Lessee County Location: _________________________________________

3. Federal Tax I.D. Number _________________________________________

4. Purchase Order Number to be referenced on invoice (if necessary) or other “descriptions” that may assist in determining the applicable cost center or department: ________________________

5. Equipment description that you would like to appear on your invoicing:_________________________________________ Appropriate Contact for Documentation / System Acceptance Follow-up:

6. Appropriate Contact & _______________________________________ Mailing Address
_______________________________________
_________________________________________
_________________________________________
Phone: _________________________________________
Fax: __________________________________________

7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132
Chicago IL 60694-1132
Thank you
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 [email protected]
95-6000674
32742
99 E. Ramsey Street
Riverside
Banning, CA 92220
951-922-3117
Finance Dept - AP
99 E. Ramsey St, Banning, CA 92220
951-922-3117
140879

EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease Number: 25508
LESSEE: LESSOR:

City of Banning Motorola Solutions, Inc.
99 East Ramsey Street 500 W. Monroe
Banning CA 92220 Chicago IL 60661
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment and/or software described in Schedule A attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease").

1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached heretoand unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term").

2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion , in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that a request for appropriation for funds from which the Lease Payments may be made will be requested each fiscal period, including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation.

3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either (a) by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (defined below).

Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee’s receipt of Lessor’s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor.

4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE

CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR

ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF

THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY.

Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties).

5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 140980
Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non-appropriation of funds shall not constitute a default hereunder for purposes of Section 16.

6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code"), and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term.

Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period.

If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds.

It is Lessor’s and Lessee’s intention that this Agreement not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the owner of the Equipment for federal income tax purposes.

7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee subject to any applicable license; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee’s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest.

8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment.

Lessee, at its expense will keep the Equipment in good repair and furnish and/or install all parts, mechanisms, updates, upgrades and devices required therefor.

9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.

10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.

11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141081
measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand.

12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an “Event of Loss”) , Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B.

In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss.

13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it’s Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it’s Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto.

14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon.

15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested.

After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder.

16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141182

17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee’s computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.

18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor.

19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing.

20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location.

22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease.

23. ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease-Purchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use/Source of Funds, Certificate of Incumbency, Certified Lessee Resolution (if any), Information Return for Tax-Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.

The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.

24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as “Original”, regardless of whether Lessee’s execution or delivery of said counterpart is done manually or electronically.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 29th day of May, 2024.

LESSEE: LESSOR:

City of Banning MOTOROLA SOLUTIONS, INC.

By:___________________________ By:_____________________________ Printed Name:_________________________ Uygar Gazioglu
Title:__________________________ Title Treasurer
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 Doug Schulze
City Manager
141283

CERTIFICATE OF INCUMBENCY
I, ______________________________________ do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk )
appointed and acting Secretary or Clerk of the City of Banning, an entity duly organized and existing under the laws of the State of California that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 25508, between City of Banning and Motorola Solutions, Inc. If the initial insurance requirement on Schedule B exceeds $1,000,000,attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity.

IN WITNESS WHEREOF, I have executed this certificate this ______ day of May, 2024.

By: ______________________________________
(Signature of Secretary/Clerk)

OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement 25508 by and between Motorola Solutions, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor’s rights under the Lease.
______________________________________________________________________ Attorney for City of Banning
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 31 Caroline Patton
141384

SCHEDULE A

EQUIPMENT LEASE-PURCHASE AGREEMENT
Schedule A
Lease Number:
25508
This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 25508 ("Lease"), between Lessor and Lessee.

Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List.

Equipment Location:

Initial Term: 60 Months Commencement Date: 6/1/2024
First Payment Due Date: 6/1/2025
5 payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141485
City of Banning (Schedule B # 25508)
Compound Period: Annual
Nominal Annual Rate: 5.850%

CASH FLOW DATA
Event Date Amount Number Period End Date
1 Lease 6/1/2024 $ 542,710.21 1
2 Lease Payment 6/1/2025 $ 128,312.16 5 Annual 6/1/2029 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Lease Payment Interest Principal Balance
Lease 6/1/2024 $542,710.21
1 6/1/2025 $ 128,312.16 $ 31,748.55 $ 96,563.61 $446,146.60 2 6/1/2026 $ 128,312.16 $ 26,099.58 $102,212.58 $343,934.02 3 6/1/2027 $ 128,312.16 $ 20,120.14 $108,192.02 $235,742.00 4 6/1/2028 $ 128,312.16 $ 13,790.91 $114,521.25 $121,220.75 5 6/1/2029 $ 128,312.16 $ 7,091.41 $121,220.75 $ -
Grand Totals $ 641,560.80 $ 98,850.59 $542,710.21
INITIAL INSURANCE REQUIREMENT: $542,710.21
Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 141586

EVIDENCE OF INSURANCE
Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25508 to that Equipment Lease Purchase Agreement number 25508 will be maintained by the City of Banning as stated in the Equipment Lease Purchase Agreement.

This insurance is provided by:
_____________________________________________________
Name of insurance provider
_____________________________________________________
Address of insurance provider
_____________________________________________________
City, State and Zip Code
_____________________________________________________
Phone number of local insurance provider
_____________________________________________________
E-mail address
In accordance with the Equipment Lease Purchase Agreement Number 25508 , City of Banning , hereby certifies that following coverage are or will be in full force and effect:

Type Amount Effective Expiration Policy
Date Date Number
Fire and Extended Coverage __________ __________ __________ _____________________ Property Damage __________ __________ __________ _____________________ Public Liability __________ __________ __________ _____________________ Certificate shall include the following:

Description: All Equipment listed on Schedule A number 25508 to that Equipment Lease Purchase Agreement number 25508.

Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25508 and list any deductibles.

Certificate Holder:

MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 1303 E. Algonquin Road
Schaumburg, IL 60196
If self insured, contact Motorola representative for template of self insurance letter.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 7/1/23
$1,000,000
760-258-4259
7/1/23
Palm Desert, CA 92260
72811 Highway 111 #1014
7/1/24
APIP2023(DEC11)0702
7/1/24
LMOC-2023-2024
[email protected]
LMOC-2023-2024
7/1/24
$1,000,000
(General)
7/1/23
$1,000,000
Perma
141687

STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS
To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter:

1. What is the specific use of the equipment?

2. Why is the equipment essential to the operation of City of Banning?

3. Does the equipment replace existing equipment?
If so, why is the replacement being made?

4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification.

5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years?
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 Communications during Police Operations and emergency response Operational Budget over the next 5 years. Alternative
funding sources will also be pursued.

Age of equipment
no
Yes
Police operations
141788

EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND

ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below (“Equipment”) and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor.

Equipment Lease Purchase Agreement No.: 25508 Lease Schedule A No. : 25508

EQUIPMENT INFORMATION

QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
25508. See Schedule A for a detailed Equipment
List.

LESSEE:

City of Banning
By: ______________________________________
Date: ____________________________________
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 6/12/2024
141889

CERTIFIED LESSEE RESOLUTION
At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease 25508) held on (Enter date) May_____________, 2024, the following resolution was introduced and adopted.

BE IT RESOLVED by the Governing Board of Lessee as follows:

1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between City of Banning(Lessee) and Motorola Solutions, Inc. (Lessor).

2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee’s behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease.

3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution.

DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 ==== February 13, 2024=========
141990
Form 8038-G
(Rev. May2018)
Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Bonds
▶ Under Internal Revenue Code section 149(e)
▶ See separate instructions.

Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information.

OMB No. 1545-0720
Part I Reporting Authority If Amended Return, check here ▶ 1 Issuer’s name
City of Banning
2 Issuer’s employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 99 East Ramsey Street
Room/suite 5 Report number (For IRS Use Only)
3 6 City, town, or post office, state, and ZIP code
Banning CA 92220
7 Date of issue
6/1/24
8 Name of issue
Equipment Lease-Purchase Agreement 25508
9 CUSIP number
none
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ▶
19a If bonds are TANs or RANs, check only box 19a ..........................................................................▶ b If bonds are BANs, check only box 19b........................................................................................▶ 20 If bonds are in the form of a lease or installment sale, check box................................................. ▶X 11 12
13 14 542,710.21
15 16
17 18
Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity
(d) Weighted
average maturity (e) Yield
6/1/29 542,710.21 542,710.21 5 years 5 . 8 5
Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) NA 22 23
Proceeds used for accrued interest . . . . . . . . . . . . .

Issue price of entire issue (enter amount from line 21, column (b)) . . . .
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
22 23
24 25
26 27
28 Proceeds used for bond issuance costs (including underwriters’ discount) Proceeds used for credit enhancement . . . . . . . . . . . .

Proceeds allocated to reasonably required reserve or replacement fund .

Proceeds used to refund prior tax-exempt bonds. Complete Part V . . .

Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25
26 27
28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 29 30
Part V Description of Refunded Bonds. Complete this part only for refunding bonds. N/A 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . ▶
▶
▶
years
years
34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 95-6000674
142091
▲
Form 8038-G (Rev. 9-2018) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information:
b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box..........................▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ...................................................................▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information:
b Name of hedge provider ▶
c Type of hedge ▶
d Term of hedge ▶
42 If the issuer has superintegrated the hedge, check box........................................................................................................▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ............................................▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box............................▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement.....................................................................▶ b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature
and
Consent
and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above.

Signature of Authorized Representative Date
Title
Signature of
issuer’s authorized representative paid preparer Date Type or print name and title __________________________________________________________ ___________________ ________________________________ 35 36a
37 ▲
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 6/12/2024
142192
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
DocuSign Envelope ID: 70ABD771-425F-430A-BD4C-05F8F8453062 142293
AGREEMENT FOR PROFESSIONAL SERVICES (C01126) FOR DESIGN OF

RAMSEY STREET WATER MAIN BY AND BETWEEN CITY OF BANNING AND GLENN A. RICK ENGINEERING & DEVELOPMENT CO., DBA RICK

ENGINEERING COMPANY
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 Glenn A. Rick Engineering & Development Co., a California Corporation, dba Rick Engineering 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 a Request for Proposals (RFP No. 23-036) from the bench of prequalified Engineers (RFQ-22-007), the performance of the services for the Design of Ramsey Street Water Main 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 2/27/2025
1494 212
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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 standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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).

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1495 213
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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.

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.

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1496 214
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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:

Name Title
Richard O’Neill Associate Principal
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.

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1497 215
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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. 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: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1498 216
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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 Fifty-Six Thousand Two Hundred Twenty-Four Dollars and Three Cents ($156,224.03) (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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1499 217
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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 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1500 218
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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, 2026, 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 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1501 219
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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.

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.

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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) Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify, and hold harmless 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, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c). 2) Other 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, defend, 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1503 221
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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, including the Indemnitees’ active or passive negligence, except for Claims 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 Claims 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.
3) 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. 4) 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, including the Indemnitees’ active or passive negligence, except for Liabilities and Claims 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.

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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 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1505 223
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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 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1506 224
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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. 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1507 225
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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 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.

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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 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 Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1509 227
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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:

If to City Attn: Nathan Smith
Deputy Director of Engineering
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: [email protected]
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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]
If to Consultant: Attn: Rick O’Neill
Rick Engineering Company
1770 Iowa Avenue, Suite 100
Riverside, CA 92507

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.

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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.

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.

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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.

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
Robert Fisher, Date
Acting City Manager
NAME: Date
TITLE:

NAME: Date
TITLE:

ATTEST:

Tax ID No.

Caroline Patton Date
Administrative City Clerk
Address:

APPROVED AS TO FORM:

Slovak, Baron, Empey, Murphy & Pinkney
LLP
City Council Approval:________________
John O. Pinkney 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.

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Richard O'Neill
1770 Iowa Ave, Suite 100
Rick Engineering Company
2/27/2025
Associate Principal
95-1859899
Riverside, CA 92507
2/27/2025
2/27/2025
2025-028
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Exhibit “A”-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Engineer Design 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:

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SCOPE OF WORK
Rick Engineering Company (RICK) will perform the following services in connection with providing the design of a new ductile iron pipe (size TBD by city) water main in Ramsey Street between Sunset Avenue and Highland Home Road based on the following scope of work.

Task 1. Project Management

1.1 Kick-off Meeting and Project Management
After execution of the contract, Rick Engineering Company (RICK) will schedule and attend a kick-off meeting with the City of Banning (City) to discuss the project scope, goals, preliminary findings and alignment selected by the City, finalize the project schedule, and identify available as-built plans and studies. RICK will prepare the meeting agenda and provide the team with meeting minutes following the meeting.

RICK will provide project management of the project that includes preparation and maintenance of a project specific Work Plan. The Work Plan will include details of methodology of design, sequence of tasks lists of deliverables, milestone submittal schedule, summary of organizational responsibilities, and a communication plan with contacts of all team members. Additionally, RICK will provide utility coordination with the utility providers that have utilities along the alignment, and perform quality assurance and quality control prior to each milestone submittal, and in conformance with federal, state, and city standards.

Deliverables – Meeting agenda and minutes, Work Plan

1.2 Progress Meetings
RICK will schedule monthly progress meetings with the City and project team, that will be face to face or virtual, and facilitate additional meetings with the City departments/stakeholders as needed for the project during the project duration.

Scope assumes 8 monthly meetings, that includes milestone design review / comment resolution meetings and an additional 3 project meetings.

RICK will prepare agendas and minutes for the meetings, distribute the minutes, and will also provide a monthly progress report to be included with the monthly invoice.

Deliverables – Meeting agendas and minutes
EXHIBIT "A" Exhibit "A" - 2
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1.3 Invoicing
RICK will develop and provide a monthly invoice to the City. The invoice will include RICK labor costs, subconsultant invoices and direct expenses. Direct expenses will be supported by a copy of the receipt if applicable. Invoices shall include details of billed and remaining budget for each task, and will include the monthly progress report of the tasks completed, identify any outstanding issues to be resolved, and upcoming work to be performed.

Deliverable – Monthly invoices and progress reports
Task 2. Project Development

2.1 Utility Research, Base Mapping, and Site Reconnaissance RICK will conduct research with the City of Banning, County of Riverside, and other governing agencies and utility companies for existing plans and maps of the adjacent area to be used for the design of the project.

RICK will conduct a field visit to collect visible information of project site.

Research will consist of the private water systems that will be reconnected to the new/proposed waterline in Ramsey Street and the affected private properties.

RICK will verify existing site data in terms of surrounding street system, geometry, parking, signing and striping, and private improvements and private water system appurtenances on the properties.

RICK will prepare a CAD file based on the boundary survey described below showing the existing utilities discovered in the research.

Deliverables - Photo log for any photos taken, letters to utility companies, utility as-built maps, and an AutoCAD drawing of the existing utilities.

2.1.1 Property Research
RICK will research City of Banning and County of Riverside survey records and record mapping for property and right of way information. RICK will also conduct a field survey to establish street centerline and rights of way of Ramsey Street within the project limits (between Sunset Avenue and Highland Home Road), Omar Street (between Ramsey and W. Jacinto View Road), W. Jacinto View Road (between Omar Street and Winchester Drive), and the property lines of the adjacent private properties and private properties that are affected by the relocation of water services. Survey basis of bearings and coordinates will be California State Plane Coordinates. Survey data and records analysis will be prepared within a CAD file establishing project mapping for centerline and right of EXHIBIT "A" Exhibit "A" - 3
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1517 235
way, including intersecting streets. Base mapping will include existing easements.

Easements will be researched to identify their applicability/inapplicability with new waterline alignments.

Deliverables - Field Review notes, photo log for any photos taken, and an AutoCAD drawing of the rights of ways and centerline.

2.1.2 Site Topography and Surveying
RICK will provide a supplemental field topography along the existing water line points of connection and where needed and the effected private properties (where water systems will be reconnected in Ramsey Street). Consultant will locate and dip existing sewer and storm drain manholes. Topography will be vertically controlled by local published benchmarks.

Deliverables – Field Review notes, photo log for any photos taken, and CAD file with survey points.

2.1.3 Aerial Topography
RICK will provide an aerial topography of the project site consisting of surface utility appurtenances and improvements such as curb, edge of pavement, drainage inlets, valve cans, fences, driveways, mailboxes, utility vaults, power poles, signs, lights, traffic signals, sidewalks, pedestrian ramps, and notable grade features.

Deliverables – 40-scale at 1-foot contours

2.2 Potholing
RICK’s subconsultant, C Below, will perform potholing for the project. C Below will perform forty (40) potholes as indicated in the RFP. A standard pothole is 12 in. x 12 in, performed to the top of pipe or encasement with sand backfill and a permanent surface patch. Potholes are assumed to be 5’ in depth. Potholes include water line tie-in points and underground utility crossings. Potholes will also be used to locate the old Highway 99 concrete by setting alignment of potholes perpendicular to Ramsey Street, spaced 10’ on center curb to curb. Alignments will be performed at mid-point of each project phase (3 alignments). C Below will provide a detailed potholing report at the conclusion of the investigation. Service includes Dig Alert Coordination and Delineation, Encroachment permit, vacuum excavation to top of utility, encasement, or stop depth, standard traffic control, 12- inches of hot patching (restored within 30-days of excavation activity), sand backfill, removal of debris, and pothole report. Services not included are slurry backfill, extensive traffic control, flagging for traffic control, sidewalk concrete EXHIBIT "A" Exhibit "A" - 4
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1518 236
panel replacement, and removal of Dig Alert marks.

Standard traffic control includes one lane closure with minimal signage not spanning an intersection.

Prior to potholing, a potholing plan will be developed showing location of potholes for connection points, intermediate points, and location of other underground utilities.

Deliverables – Potholing plan and potholing report

2.3 Geotechnical Study
Geocon is proposing to drill six (6) geotechnical borings up to 15 feet in depth, along portions of the proposed water main alignment, where the subsurface explorations of our 2018 geotechnical investigation cannot supplement. The geotechnical borings will be performed to the observe subsurface soil conditions and collect samples for laboratory testing. We expect that traffic control signage/equipment will be sufficient and flag persons will not be required. Furthermore, we expect that the Banning encroachment permit will be a no fee permit for this project, and that patching of the borings with asphalt concrete cold-patch is acceptable.

RICK’s subconsultant, Geocon West, Inc, will consist of:
 Mark the planned boring locations and notify Underground Surface Alert of Southern California to mark any subsurface utility locations near the exploration locations. Additionally, the client should provide plans depicting the locations of all utilities in the project area.
 Prepare no-fee encroachment permits with the City of Banning for our work. We have assumed a traffic control plan utilizing MUTCD or Watchbook details will be sufficient, and an engineered traffic control plan will not be required.  Provide traffic control setup and breakdown at each boring location. We plan to source traffic control signage/equipment for our work and did not include flag persons in this budget.
 Drill six (6) geotechnical borings along the portion of the proposed water main alignment that our 2018 subsurface explorations cannot supplement. We will collect bulk and ring samples of the subgrade soil for laboratory testing. Borings will be backfilled with soil cuttings and clean sand, and capped with asphalt concrete cold-patch upon completion. We expect borings of up to 15 feet will be sufficient for design of the proposed water main. Borings will be located so that there is an approximate 500-foot interval maintained between the new borings and 2018 borings, along the proposed water main alignment, to ensure an appropriate standard of care. We have budgeted one day of drilling.  Perform laboratory testing which is expected to include in-situ moisture content and dry density determinations, maximum dry density and optimum moisture EXHIBIT "A" Exhibit "A" - 5
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1519 237
content, grain size analysis, corrosion screening, sand equivalent, and direct shear testing. The laboratory testing program will be based on the conditions encountered during the field investigation with respect to the proposed improvements. Our 2018 laboratory test results will be provided as supplemental information for the portion of the proposed water main alignment able to be covered by our 2018 geotechnical investigation.
 Prepare a geotechnical report presenting our findings in the field, boring logs, a map depicting the boring locations, a discussion of the geotechnical conditions at the site, and geotechnical parameters for storm drain design.

Assumptions:
 The borings can be safely performed in the vicinity of the proposed water main alignment, considering existing utilities are present and to facilitate traffic flow around our drilling operations. Where performing the borings poses a conflict with existing utilities, resulting in an unsafe working environment for property, personnel, and/or motorists/pedestrians, the planned borings will be relocated, as feasible.
 This proposal does not include any costs to re-grade, install hot-mix asphalt concrete patching, re-vegetate, landscape or otherwise repair disturbed areas.

Deliverables – Geotechnical report
Task 3. Preliminary Engineering Design

3.1 Preliminary Design Plans (30% design)
RICK will prepare waterline plans for approximately (7,200 LF) for a proposed Ductile Iron pipe in Ramsey Street between Sunset Avenue and Highland Home Road. Plans will be at 40-scale and include plan and profile. Plans will be setup for 3 construction phases:

Phase 1: The waterline between Sunset Avenue to near the property at 3929 W.

Ramsey Street.

Phase 2: The continuation of Phase 1 to Omar Street, then continuing north on Omar to W. Jacinto View Road, and then east to the Winchester Drive intersection.

Phase 3: From Omar Street westerly on Ramsey Avenue to approximately Highland Home Road.

Additionally, RICK will:
a. Collect the data from the utility and property research from scope items above to use as part of the base file for the water plans. Existing utilities will be shown on the plans in locations verified by the potholing above and/or provided by the utility companies. As part of the plan preparation, RICK will contact affected EXHIBIT "A" Exhibit "A" - 6
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1520 238
utility companies to obtain permits if needed (utility fees to be paid by the City of Banning).
b. RICK will arrange and participate in informal meetings as necessary with City staff to review the progress of the project and exchange ideas and information. c. Meetings with the City of Banning will discuss the key design issues and develop general project criteria for construction, including schedule and possible ways of minimizing problems. RICK will prepare and submit meeting agendas prior to the meetings.
d. RICK will provide data received and assumptions utilized to the city for approval prior to integrating the data into the project’s final design. e. RICK will prepare preliminary water plans (30-percent design) using AutoCAD for approximately 7,200 LF of water line (8-inch to 14-inch) to establish an agreement with the City of Banning on project scope, alignment, easements, parameters, hydraulic requirements, maintenance concerns, constructability and construction phasing, traffic impacts, and general disruption to the area. The preliminary design is to be submitted to the City of Banning for review and approval. The preliminary design shall address the following:
a. Pipeline alignment/facility locations
b. Construction schedule and phasing recommendations
c. Construction Cost Estimate of recommended improvements d. Conflicts with other utilities and adjacent facilities in the area e. Traffic and pedestrian control
f. Erosion Control
g. Preferred materials for construction
h. Areas where construction work is limited or controlled. i. Impacts to City water system.
j. Impacts to surrounding business and residential areas. k. Easements (existing and proposed)
l. Corrosion protection (if necessary)
f. The preliminary design will be submitted in PDF format through the City’s SmartGov platform for the City of Banning’s review and concurrence. The design will be at a 30% level of effort. Changes in layout and location of facilities suggested by the city will be investigated. A final layout and location of facilities will then be established.
g. As part of the meetings with the city, discussions and submittals of material will be presented to the city through the preliminary design process to reduce comment time and effort by the city.

It is assumed that the City of Banning will provide the size of the proposed new waterline. A hydraulic analysis is not included with this scope. However, we have provided it as an additional/if needed service.

It is assumed that the majority of the existing waterline will be abandoned in place.

EXHIBIT "A" Exhibit "A" - 7
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1521 239
As part of the 30% design, RICK will prepare a traffic control conceptual staging plan for Phase 1 only identifying the assumed stages for each of the phases as noted in the Request for Proposal. The project Phase 1 proposes to construct approximately 2,600’ of a water main along Ramsey Street from Sunset Avenue to 3929 W. Ramsey Street. It is anticipated that the traffic control conceptual staging plan will be prepared at 40 scale and will identify the proposed linear footage per stage and a description of the work that will be completed.

Deliverables – (all via the city’s SmartGov platform): PDF of the preliminary design plans and the preliminary opinion of probable costs.

3.2 Preliminary Design Plans (60% design)
Rick will prepare plans based on the 30% design and subsequent review comments by the City. Plans include a one (1) cover sheet, two (2) detail sheet, ten (10) plan and profile sheets, two (2) connection detail sheets for private landowners, and one (1) valve shut down sheet if needed, and will show the existing water services and fire hydrants to the new waterline. Due to the existing waterline being at the back of the effected parcels, water meters, backflow devised and related system components shall be moved to front Ramsey off the new proposed waterline. Detail sheets will detail the on-site design connecting to the new line to provide a water system at minimum equal to the existing condition.

RICK’s subconsultant, Dexter Wilson Engineering, will assist in preparation of technical specifications, pipeline material design, pipeline deflection calculations, design of thrust restraining systems, details for phased connections, details for connection to the existing pipeline, peer review of replacement plans, and other pipeline design aspects.

Consultant will incorporate any comments received from the City of Banning on the traffic control conceptual staging plan into the 60% design plans. Consultant will prepare 40-scale traffic control plans for the work associated with the Ramsey Street Water Main for Phase 1 only. The traffic control plans will provide work zones that are staged for construction of the water main, appurtenances, laterals, and any required detours. The one stage of traffic control is assumed as follows:

Phase 1: Sunset Avenue to 3929 W. Ramsey Street. There are assumed 5 stages of traffic control; Stage 1A is to 600’ west of Sunset Avenue; Stages 1B, 1C, 1D, and 1E will be up to 500’ along Ramsey to 3929 W. Ramsey Street.

The traffic control plans will be prepared following the requirements of the California Manual on Uniform Traffic Control Devices (MUTCD) and the City of Banning. Three (3) submittals are assumed – 60%, 90%, and final. Five (5) sheets EXHIBIT "A" Exhibit "A" - 8
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1522 240
of traffic control plans are assumed for Phase 1.

A progress meeting will be coordinated with the City of Banning to discuss the 60% design plans. The meeting will discuss the comments and markups and establish a timeline for the project moving forward.

Deliverables - (all via the city’s SmartGov platform): PDF of the preliminary design plans and the preliminary opinion of probable costs.

3.3 Detailed Design Plans (90% Design)
Rick will prepare the 90% detailed design waterline plans and traffic control plans based on the 60% review comments received from the City of Banning and other entities. Plans shall follow the City of Banning standards and policies.

RICK will prepare project specifications following the Standard Specifications for Public Works Construction, SSPWC, “Greenbook”, latest edition.

RICK will prepare an opinion of probable cost and bid schedule that has construction items of work, unit of measurement, unit cost, and cost based on the detailed design waterline plans.

Deliverables - (all via the city’s SmartGov platform): PDF of the preliminary design plans, the preliminary opinion of probable costs, and the Standards and Specifications
Task 4. Final Design Plans

4.1 Final Water Plans
Upon authorization from the City, RICK will finalize the waterline plans and traffic control plans based on the final comments from the City and other entities. Plans will follow the City of Banning standards and policies. Plans will be signed by a licensed Civil Engineer and provided to the City of Banning on Mylar.

RICK will provide the City of Banning a Final set of Project specifications based on final comments from the City of Banning following the SPPWC. RICK will also provide a final opinion of probable cost and bid schedule based on the signed waterline plans.

Deliverables - (all via the city’s SmartGov platform): PDF of the preliminary design plans, the preliminary opinion of probable costs, and the Standards and Specifications
EXHIBIT "A" Exhibit "A" - 9
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1523 241
Task 5. Easement Documents

5.1 Easement Documents
RICK will prepare a legal description and plat for each easement for three (3) permanent easements to be granted to the City of Banning and ten (10) temporary construction easements that are required for reconnection of existing private water systems to the new water main. RICK will obtain and review title reports for the thirteen (13) affected properties.

RICK assumes three (3) permanent easements to be granted to the City of Banning and ten (10) Temporary Construction Easements for reconnection of existing private water systems to the new water main.

Assumptions:
 Assumes up to 13 tax parcels owned by 13 unique entities are impacted by temporary construction easements (TCE’s) and/or permanent easements.  Scope does not include any discussions with property owners.  No appraisal work or negotiations included.
 Consultant is providing legal description and plat for the 13 easements only.

Deliverables - (all via the city’s SmartGov platform): Easement documents (legal description and plat) and up to 13 preliminary title reports.

Task 6. Stormwater Pollution Prevention Plan

6.1 Stormwater Pollution Prevention Plan
The Risk Type 1 LUP SWPPP will be prepared in accordance with the requirements of the Appendix E of the National Pollutant Discharge Elimination System (NPDES) General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities Order WQ 2022-0057-DWQ NPDES No. CAS000002 (adopted September 8, 2022, effective September 1, 2023).

RICK will prepare a Risk Type 1 LUP SWPPP based on the project’s assumed Risk Type.

This task will also include the preparation of a Notice of Intent (NOI) on the Storm Water Multi Application Report Tracking System (SMARTS) database. The Discharger must designate RICK as a Data Entry Person to prepare the NOI. The Discharger/LRP must electronically certify and submit the NOI on SMARTS.

EXHIBIT "A" Exhibit "A" - 10
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1524 242
RICK will act as the initial Qualified SWPPP Developer (QSD) for the preparation of the SWPPP, however the Discharger must hire a QSD and a Qualified SWPPP Practitioner (QSP) for implementation of the SWPPP throughout the life of the project.

Based on the provided bid package this project is assumed to be a Risk Type 1 LUP based on the following assumptions:

1. More than 70% of the soil disturbance will occur on paved surfaces; and

2. Areas that are disturbed will be returned to pre-project conditions at the end of each day.

Deliverables - (all via the city’s SmartGov platform): SWPPP (erosion control plan submitted via drawing submittals)
Task 7. Construction Surveying and Staking

7.1 Phase One Water Stakes
RICK will maintain horizontal and vertical control for the duration of the surveying work on this project. RICK will also provide required calculations to field crew for each survey request received.

RICK will provide one set of stakes at all primary points of control; beginning and ends of pipe and at not less than 50’ on center along tangent sections and 25’ on curves to facilitate the construction of approximately 2,600 LF of water mainline.

RICK will also provide not more than two (2) stakes each; to facilitate the location of services, fire hydrants, and points of connection.
*Water stakes to be set in three (3) trips.

Deliverables – Construction Staking Cut Sheets

7.2 Phase Two Water Stakes
RICK will provide one set of stakes at all primary points of control; beginning and ends of pipe and at not less than 50’ on center along tangent sections and 25’ on curves to facilitate the construction of approximately 2,700 LF of water mainline.

RICK will also provide not more than two (2) stakes each; to facilitate the location of services, fire hydrants, and points of connection.
*Water stakes to be set in three (3) trips.

Deliverables – Construction Staking Cut Sheets
EXHIBIT "A" Exhibit "A" - 11
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1525 243

7.3 Phase Three Water Stakes
RICK will provide one set of stakes at all primary points of control; beginning and ends of pipe and at not less than 50’ on center along tangent sections and 25’ on curves to facilitate the construction of approximately 1,900 LF of water mainline.

RICK will also provide not more than two (2) stakes each; to facilitate the location of services, fire hydrants, and points of connection.
*Water stakes to be set in three (2) trips.

Deliverables – Construction Staking Cut Sheets
Task 8. Bidding/Construction Support – Phase 1 Only

8.1 Bidding
RICK will be available during the advertising and bidding of the project to assist the City of Banning in answering questions/RFI’s and the preparation of plan addenda, if needed. RICK will attend one (1) pre-bid meeting for the bidding process.

Deliverables – Meeting attendance, responses to Bidder’s RFI’s

8.2 Construction Administration
RICK will be available during the construction of the project to answer RFI’s and prepare plan addenda, if needed. RICK will attend one (1) pre-construction meeting and eight (8) site visits during construction of the project as requested by the city. RICK will review shop drawings and submittals from the contractor for conformance with the contract plans and specifications, and make recommendations for acceptance, denial or resubmittal.

Deliverables – Meeting attendance, response to Contractor’s RFI’s, design addenda, submittal reviews

8.3 As-Built Plans
RICK will prepare As-Built Plans and process with the City of Banning, as necessary. Scope assumes RICK will receive as-built letters from the contractors and the contractor’s as-built plan markup’s. Scope assumes no major changes have occurred and does not include any as-built survey time. As-built plans will be submitted to the City within one month of receiving as-built letters and markup’s from the contractor.

Deliverables – As-built Plans
EXHIBIT "A" Exhibit "A" - 12
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1526 244
Additional Services (If Needed Services)
Corrosivity Assessment
Rick’s subconsultant, RF Yeager will prepare a corrosivity assessment for the proposed waterline, that will include a field resistivity testing, a review of the Geotech/soil chemical analysis data, a review for the potential of stray current interference, and a Corrosivity Assessment Letter Report. This information will be used for the determination of the type of corrosion protection and if any cathodic protection for the pipeline would be required and the corrosion control approach that the City may want to implement.

Deliverable – Corrosivity Assessment Letter Report
Corrosion Control Design
As part of the 90% design plans, RICK’s subconsultant, RF Yeager, will provide Corrosion Control Design as part of the plans if Client requires joint bonds, test stations, insulators, and other standard corrosion control facilities. It is recommended the Client to use joint bonds, test stations, and insulators (steel or DIP) such that the pipeline is made electrically continuous and test stations are installed at the side of the road. This allows for monitoring and for adding cathodic protection in the future (should soil conditions/pipeline environment change) and will be much less costly because the pipe is electrically continuous and test stations are already installed. Corrosion control detail sheets, specifications, and cost estimate is included.

Cathodic Protection Design Pipeline
If it is found that Cathodic Protection is required, RICK’s subconsultant, RF Yeager, will review the waterline plans, provide comments, and corrosion control design analysis/calculations. Details and specifications will be included. A cathodic protection system cost estimate will be included. RF Yeager will then address the 90% plan comments and provide final 100% design documents. Once approved for final signature, RF Yeager will sign and stamp the final drawings. Cathodic protection detail sheets, specifications, and cost estimates are included.

Deliverables – Corrosion control design analysis/calculations, specifications, and cost estimate.

Hydraulic Analysis
RICK’s subconsultant, Dexter Wilson Engineering, will perform hydraulic modeling for the waterline sizing for the project site, if City does not provide the waterline EXHIBIT "A" Exhibit "A" - 13
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1527 245
sizing. It is assumed City will provide the necessary information to run the modeling.

Caltrans Encroachment Permit
RICK will prepare one (1) Caltrans encroachment permit application for the traffic control devices (i.e. advance signage) that are within the Caltrans right-of-way (ROW) along Sunset Avenue in the vicinity of I-10. For the Caltrans encroachment permit application, the traffic control plans are assumed to be submitted to Caltrans in City of Banning format and will include a Caltrans signature block on the plans.

Plan Processing and Coordination (Caltrans)
RICK will submit and process the traffic control plans with Caltrans District 8. It is assumed that up to two (2) sets of plan check review comments will be received, coordinated, and addressed.

Monument Preservation
Pursuant to Section 8771 of the Business and Professions Code, preconstruction corner records will be prepared and filed identifying recovered survey monuments within the proposed construction limits. Post construction corner records will also be filed reflecting replacement monuments.

Deliverables – Pre and Post construction corner records Monument Replacement
RICK will replace destroyed survey monuments at the completion of the construction with the project limits.

Record of Survey
Pursuant to 8762 of the Business and Professions Code the filing of a Record of Survey shall be filed if the survey discloses “the establishment of one or more points or lines not shown on any subdivision map, official map, or record of survey, the positions of which are not ascertainable from the inspection of the subdivision map official map or record of survey.

EXHIBIT "A" Exhibit "A" - 14
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1528 246
Exhibit “A”-15
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 until found satisfactory and accepted by City.

Exhibit "A"
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1529 247
Exhibit “B”-1
EXHIBIT “B”

SPECIAL REQUIREMENTS

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works,” Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1530 248
Exhibit “B”-2

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. The Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Consultant and Subcontractors shall not be debarred or suspended throughout the duration of this Agreement pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Consultant or any subcontractor becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Date______________ Signature___________________________ Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1531 249
Exhibit “B”-3

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including, without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure.

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1532 250
Exhibit “C”-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Scope of Services at the rates 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.

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1533 251
Exhibit “C-1”-1
EXHIBIT “C-1”
CONSULTANT’S BILLING RATE AND TASK SCHEDULE
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1534 252
Exhibit “C
-1”-2
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1535 253
Exhibit “D”- 1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely, and deliver the specified tangible work products to City in accordance with the schedule attached as Exhibit D-1.

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

Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1536 254
Exhibit “D-1”- 1
EXHIBIT “D-1”

PROPOSED PROJECT SCHEDULE
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1537 255
Exhibit “D-1”- 2
Less $230,670.97 revised total $156,224.03
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 256 1538
Exhibit “D-1”- 3
Docusign Envelope ID: 027C3AAE-98F6-48F5-864C-E3E0A1719E60 1539 257