488
PASSED, APPROVED AND ADOPTED this 10th day of June , 2025 .
ATTEST:
Caroline Patton , Adm,
City of Banning
APPROVED AS TO FORM:
Joh orney
Slo , Murphy & Pinkney,
LLP
Resolution 2025-79
Sheri Flynn, Mayor
City of Banning
489
CERTIFICATION:
I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-79, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 10th day of June, 2025 by the following vote, to wit:
AYES: Barrington, Flynn, Miller, Royce, and Wallace.
NOES:
ABSENT:
ABSTAIN:
Resolution 2025-79
Caroline Patton, Adminis
City of Banning, California
t , ',
490
Exhibit A
Amendment No. 2 with Yunex, LLC.,
FY 2025/ 2026 Citywide Traffic Signal Maintenance Services Resolution 2025- 79
491
AMENDMENT NO. 2 TO AGREEMENT ( C00857) FOR CITY WIDE
TRAFFIC SIGNAL MAINTENANCE SERVICES BY AND BETWEEN
CITY OF BANNING AND YUNEX, LLC
THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR SERVICES
Amendment No. 2") by and between the CITY OF BANNING ("City") and YUNEX, LLC, a Delaware Limited Liability Company, (" Consultant") is effective as of this day:
RECITALS
A. City and Consultant entered into that certain Contract dated August 17, 2023 for the purpose of providing Traffic Signal Maintenance Services (" Agreement") following Request for Proposal ( RFP 23-030).
B. City and Consultant have entered into an Amendment No. 1 to the Agreement dated June 25, 2024 to extend the Term of the Agreement to August 31, 2025, and increase the Contract Sum to Fifty Thousand Dollars ($ 50,000.00), as approved by City Council Resolution 2024-99.
C. City and Consultant now desire to amend the Agreement to modify the Scope of Services to add an additional site, update the rate schedule, extend the Term of the Agreement to August 31, 2026 and increase the Contract Sum to Seventy- Five Thousand Dollars ($ 75,000.00).
The Parties therefore agree follows:
1. Amended Terms. The Agreement is hereby amended as follows:
1.1 The Scope of Services as set forth in Section 1.1 of and Exhibit A to the Agreement is hereby amended to include the Services set forth in Attachment A, attached hereto and incorporated herein.
1.2 The maximum compensation for the Services performed pursuant to this Amendment No. 2 shall not exceed Twenty- Five Thousand Dollars ($ 25,000.00) thereby increasing the Contract Sum, as set forth in Section 2.1 of the Agreement, to Seventy- Five Thousand Dollars ($ 75,000.00).
1.3 The Term of the Agreement, as set forth in Section 3 .4 of the Agreement, is hereby extended through August 31, 2026, unless sooner terminated or extended as provided in the Agreement
1.4 Exhibit C-1 to the Agreement is hereby amended to read as set forth in Attachment B, attached hereto and incorporated herein.
492
2. Miscellaneous Provisions
2.1 Continued Effect ofAgreement. Except as amended by this Amendment No. 2, all provisions ofthe Agreement, as amended by Amendment Nos. 1 and 2, shall remain unchanged and in full force and effect. From and after the date ofthis Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 2. In the event of a conflict between the provisions ofthis Amendment No. 2 and the provisions ofthe Agreement or Amendments No. 1 through 2, the provisions of this Amendment No. 2 shall control.
2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. 2.
2.3 Authority. The persons executing this Amendment No. 2 on behalfofthe parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalfofsaid party, iii) by so executing this Amendment No. 2, such party is formally bound to the provisions ofthis Amendment No. 2, and (iv) entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.
2.4 Counterparts. This Amendment No. 2 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (" electronic signature"). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
SIGNATURE PAGE FOLLOWS]
493
The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.
CITY OF BANNING
Robert Fisher,
Acting City Manager
ATTEST:
Caroline Patton
Administrative City Clerk
CONSULTANT
NAME:
TITLE:
NAME:
TITLE:
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED.
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY.
494
ATTACHMENT " A "
Traffic Signal Annual Malnt8nance and Repair Se,vlces
Monthly
Annual
Item# Description of Item Unit
Price
Price
1 Ramsey Street & Hargrave Street Routine Monthly Maintenance $ 83.03 $ 996 .36 2 Ramsey Street & SunsetAvenue Routine Monthly Maintenance $ 83.03 $ 996.36 3 Ramsey Street & 4th Street Routine Monthly Maintenance $ 83.03 $ 996.36 4 Ramsey Street & 8th Street Routine Monthly Maintenance $ 83 .03 $ 996.36 5 Ramsey Street & 22nd Street Routine Monthly Maintenance $ 83 .03 $ 996.36 6 Ramsey Street & San Gorgonio Avenue Routine Monthly Maintenance $ 83.03 $ 996.36 7 Ramsey Street & Hathaway Street Routine Monthly Maintenance $ 83.03 $ 996.36 8 Wilson & Mountain Avenue Routine Monthly Maintenance $ 83 .03 $ 996.36 9 Wilson Street & Apex Street Routine Monthly Maintenance $ 83.03 $ 996.36 10 Wilson Street & Highland Home Road Routine Monthly Maintenance $ 83.03 $ 996.36 495
ATTACHMENT " B"
Contractor Fee Schedule
Description Unit Qty. Regular Overtime Premium
Traffic Signal Technician - Field HR 1 $ 134.28 $ 166 .56 $ 198 .34 Traffic Signal Technician - Lab HR 1 $ 134.28 $ 166.56 $ 198.34 Foreman HR 1 $ 141.45 $ 177 .33 $ 213 .20
Laborer HR 1 $ 107 .63 $ 152.98 $ 152 .98
Air Compressor/Arrow Board HR 1 $ 5 .12
Service Truck HR 1 $ 29.73
Bucket Truck HR 1 $ 32 .80
Crane HR 1 $ 66.63
496
Yunex Traffic
2240 Business Way
Riverside, CA. 92501
951.784.6600
951.784.6700 Fax
March 2, 2026
Carl Szoyka
Public Works Department
City of Banning
99 E. Ramsey St.
Banning, Ca. 92220
Subject: Traffic Signal Maintenance Contract extension– Rate Schedule Contractor Fee Schedule
Description Unit Qty. Regular Overtime Premium
Traffic Signal Technician - Field HR 1 $138.58 $171.89 $204.69 Traffic Signal Technician - Lab HR 1 $138.58 $171.89 $204.69 Foreman HR 1 $145.98 $183.00 $220.02
Laborer HR 1 $111.07 $157.88 $157.88
Air Compressor/Arrow Board HR 1 $5.28
Service Truck HR 1 $30.68
Bucket Truck HR 1 $33.85
Crane HR 1 $68.76
Traffic Signal Annual Maintenance and Repair Services
Item# Description of Item
Monthly
Unit
Price
Annual
Price
1 Ramsey Street & Hargrave Street Routine Monthly Maintenance $85.69 $1,028.28 2 Ramsey Street & Sunset Avenue Routine Monthly Maintenance $85.69 $1,028.28 3 Ramsey Street & 4th Street Routine Monthly Maintenance $85.69 $1,028.28 4 Ramsey Street & 8th Street Routine Monthly Maintenance $85.69 $1,028.28 5 Ramsey Street & 22nd Street Routine Monthly Maintenance $85.69 $1,028.28 6 Ramsey Street & San Gorgonio Avenue Routine Monthly Maintenance $85.69 $1,028.28 7 Ramsey Street & Hathaway Street Routine Monthly Maintenance $85.69 $1,028.28 8 Wilson & Mountain Avenue Routine Monthly Maintenance $85.69 $1,028.28 9 Wilson Street & Apex Street Routine Monthly Maintenance $85.69 $1,028.28 10 Wilson Street & Highland Home Road Routine Monthly Maintenance $85.69 $1,028.28 497
(
Thank You,
Candace Gallaher
Candace Gallaher
Service Project Manager
498
1 AMENDMENT NO. 3 TO AGREEMENT (C00857) FOR CITY WIDE TRAFFIC SIGNAL
MAINTENANCE SERVICES BY AND BETWEEN CITY OF BANNING AND YUNEX, LLC
THIS AMENDMENT NO. 3 TO THE AGREEMENT FOR SERVICES (“Amendment No. 3”) by and between the CITY OF BANNING (“City”) and YUNEX, LLC, a Delaware Limited Liability Company (“Consultant”), is effective as of this ___ day of ____________, 2026.
RECITALS
A. City and Consultant entered into that certain Agreement dated August 17, 2023, for the purpose of providing Traffic Signal Maintenance Services (“Agreement”) following Request for Proposal (RFP 23-030) in an amount not to exceed Twenty-Five Thousand Dollars ($25,000).
B. City and Consultant entered into that certain Amendment No. 1 dated June 25, 2024, to extend the Term of the Agreement to August 31, 2025, and increase the contract amount by Twenty-Five Thousand Dollars ($25,000), for a total not-to-exceed amount of Fifty Thousand Dollars ($50,000.00).
C. On June 10, 2025, the City Council adopted Resolution No. 2025-79 approving Amendment No. 2 and authorizing continuation of the Agreement for the remaining term contemplated by Request for Proposals No. 23-030, through August 31, 2028, and authorizing a total not-to-exceed compensation amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00).
D. Following adoption of Resolution No. 2025-79, Amendment No. 2 was executed by the Parties. However, the executed Amendment No. 2 did not fully memorialize the term and compensation authority approved by the City Council in Resolution No. 2025-79, and instead reflected an Agreement term ending August 31, 2026, and a total not-to-exceed compensation amount of Seventy-Five Thousand Dollars ($75,000.00).
E. The City Council's approval of Resolution No. 2025-79 was intended to authorize continuation of the Agreement through August 31, 2028, and authorize total compensation not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00) over the full five-year term of the Agreement.
F. The Parties desire to enter into this Amendment No. 3 for the purpose of conforming the Agreement documents to the authority previously approved by the City Council through Resolution No. 2025-79 and fully memorializing the authorized Agreement term and compensation.
499
2 G. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through August 31, 2028, and increase the Contract Sum by Fifty Thousand Dollars ($50,000.00), for a total Agreement amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00) over the five-year term of the relationship.
The Parties therefore agree as follows:
1. Amended Terms. The Agreement is hereby amended as follows:
1.1 The Scope of Services as set forth in Section 1.1 of and Exhibit A to the Agreement is hereby amended to include the Services set forth in Attachment A, attached hereto and incorporated herein.
1.2 Section 2.1 of the Agreement is hereby amended to increase the maximum compensation by Fifty Thousand Dollars ($50,000.00), thereby increasing the total Contract Sum from Seventy-Five Thousand Dollars ($75,000.00) to an amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00).
1.3 Section 3.4 of the Agreement is hereby amended to extend the Term of the Agreement through August 31, 2028, unless sooner terminated in accordance with the Agreement.
1.4 Exhibit C-1 to the Agreement is hereby amended to read as set forth in Attachment A, attached hereto and incorporated herein.
2. Miscellaneous Provisions.
2.1 Continued Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement, as amended by Amendment Nos. 1 and 2, remain unchanged and in full force and effect. From and after the effective date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by Amendment Nos. 1 through 3. In the event of a conflict between the provisions of this Amendment No. 3 and the provisions of the Agreement or prior amendments, the provisions of this Amendment No. 3 shall control.
2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. 3.
500
3 2.3 Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.
2.4 Counterparts. This Amendment No. 3 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Amendment No. 3 and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
501
4 The Parties are signing this Amendment No. 3 on the date stated in the introductory clause.
CITY OF BANNING CONSULTANT
_____________________________ _________________________________ Elizabeth Gibbs, NAME:
City Manager TITLE:
_________________________________
City Council Approval:______________ NAME:
TITLE:
ATTEST:
_____________________________
Sandra Calderon
Deputy City Clerk
APPROVED AS TO FORM:
Slovak Baron Empey Murphy & Pinkney
______________________
John O. Pinkney
City Attorney
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY
REQUIRED. APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 502
5 ATTACHMENT “A”
503
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Paul Mattern, Transit Manager
Art Vela, Director of Public Works
MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-93, Providing Authorization for the Execution of the Certification and Assurances and Authorized Agent Forms for the Low Carbon Transit Operations Program (LCTOP) for the Following Project: Free Fare Program in the Amount of $122,249 STAFF RECOMMENDATION:
Adopt Resolution 2026-93
BACKGROUND:
LCTOP is one of several programs that are part of the Transit, Affordable Housing, and Sustainable Communities Program established by the California Legislature in 2014 by Senate Bill 862.
The LCTOP was created to provide operating and capital assistance for transit agencies to reduce greenhouse gas emission and improve mobility, with a priority on serving disadvantaged communities.
Approved projects in LCTOP are intended to support new or expanded bus or rail services, expand intermodal transit facilities, and may include equipment acquisition, fueling, maintenance and other costs to operate those services or facilities, with each project reducing greenhouse gas emissions.
The City of Banning, in working with the California Department of Transportation (Caltrans) and the Riverside County Transportation Commission (RCTC), requested an allocation of LCTOP funds in the amount of $122,249 to fund an additional year of the Free Fare Program for students, seniors, persons with disabilities, veterans and City of Banning residents with proper identification.
JUSTIFICATION:
The Free Fare Program is intended to support transit operations and promote the use of public transportation. The Free Fare Program will also help meet LCTOP’s goal of reducing greenhouse gas emissions and improving mobility within disadvantaged communities. It also allows the City of Banning to take advantage of the $122,249 LCTOP funds which will be used to supplement free rides provided to the community.
FISCAL IMPACT:
If approved, staff will have the authority to execute and submit the required documentation to receive LCTOP funds in the amount of $122,249. The revenue budget associated with this program will be included in the proposed FY 2026/27 Operating Budget. There is no impact on the General Fund associated with this action.
504
ATTACHMENTS:
1. Resolution_2026-93_LCTOP JT.docx
2. Certifications and Assurances LCTOP FY27.docx
3. FY 26-27 Authorized Agent form.docx
4. RCTC's LCTOP Contributing Sponsor Letter FY 25-26.pdf 505
Resolution 2026-93
RESOLUTION 2026-93
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
PROVIDING AUTHORIZATION FOR THE EXECUTION OF THE CERTIFICATION AND
ASSURANCES AND AUTHORIZED AGENT FORMS FOR THE LOW CARBON TRANSIT OPERATIONS PROGRAM (LCTOP) FOR THE FOLLOWING PROJECT: FREE FARE PROGRAM, $122,249
WHEREAS, the City of Banning is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit projects; and WHEREAS, the statutes related to state-funded transit projects require a local or regional implementing agency to abide by various regulations; and WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (“Department”) as the administrative agency for the LCTOP; and WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, the City of Banning wishes to delegate authorization to execute these documents and any amendments thereto to Elizabeth Gibbs, City Manager or his designee; and WHEREAS, the City of Banning wishes to implement the following LCTOP project listed above.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City of Banning as the fund recipient agrees to comply with all conditions and requirements set forth in the Certification and Assurances and the Authorized Agent documents and applicable statutes, regulations and guidelines for all LCTOP funded transit projects; and SECTION 2. The City Manager is authorized to execute all required documents of the LCTOP program and any Amendments thereto with the California Department of Transportation; and SECTION 3. The City Council of the City of Banning hereby authorizes the submittal of the following project nomination(s) and allocation request(s) to the Department for FY2025-2026 Cycle A LCTOP funds:
Project Name: Free Fare Program
Short description of project: The extension of the Free Fare Program from two to three years. Fare would be free seniors, disabled, veterans, students and resident of Banning (with ID) on all fixed routes.
Amount of LCTOP funds requested: $122,249.00
Benefit to a Priority Populations: Program provides incentives to disadvantage community, promotes the use of public transportation, and promotes transit connectivity.
Amount to benefit Priority Populations: $72,429
Contributing Sponsor: Riverside County Transportation Commission (RCTC) ; and
506
Resolution 2026-93
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 23rd day of June 2026.
Richard Royce, Mayor
City of Banning
ATTEST:
Sandra Calderon, Deputy City Clerk
City of Banning
APPROVED AS TO FORM AND
LEGAL CONTENT:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
507
Resolution 2026-93
CERTIFICATION:
I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-93, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 23rd day of June 2026 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Deputy City Clerk
City of Banning, California
508
Certifications and Assurances
Lead Agency: City of Banning
Project Title: Free Fare Program
Prepared by: Paul Mattern
The California Department of Transportation (Caltrans) has adopted the following Certifications and Assurances for the Low Carbon Transit Operations Program (LCTOP).
As a condition of the receipt of LCTOP funds, Lead Agency must comply with these terms and conditions.
A. General
1. The Lead Agency agrees to abide by the current LCTOP Guidelines and applicable legal requirements.
2. The Lead Agency must submit to Caltrans a signed Authorized Agent form designating the representative who can submit documents on behalf of the project sponsor and a copy of the board resolution appointing the Authorized Agent.
B. Project Administration
1. The Lead Agency certifies that required environmental documentation is complete before requesting an allocation of LCTOP funds. The Lead Agency assures that projects approved for LCTOP funding comply with Public Resources Code § 21100 and § 21150.
2. The Lead Agency certifies that a dedicated bank account for LCTOP funds only will be established within 30 days of receipt of LCTOP funds.
3. The Lead Agency certifies that when LCTOP funds are used for a transit capital project, that the project will be completed and remain in operation for its useful life.
4. The Lead Agency certifies that it has the legal, financial, and technical capacity to carry out the project, including the safety and security aspects of that project.
5. The Lead Agency certifies that they will notify Caltrans of pending litigation, dispute, or negative audit findings related to the project, before receiving an allocation of funds.
6. The Lead Agency must maintain satisfactory continuing control over the use of project equipment and facilities and will adequately maintain project equipment and facilities for the useful life of the project.
7. Any interest the Lead Agency earns on LCTOP funds must be used only on approved LCTOP projects.
8. The Lead Agency must notify Caltrans of any changes to the approved project with a Corrective Action Plan (CAP).
509
9. Under extraordinary circumstances, a Lead Agency may terminate a project prior to completion. In the event the Lead Agency terminates a project prior to completion, the Lead Agency must (1) contact Caltrans in writing and follow-up with a phone call verifying receipt of such notice; (2) pursuant to verification, submit a final report indicating the reason for the termination and demonstrating the expended funds were used on the intended purpose; (3) submit a request to reassign the funds to a new project within 180 days of termination.
C. Reporting
1. The Lead Agency must submit the following LCTOP reports:
a. Annual Project Activity Reports October 27
th each year.
b. A Close Out Report within six months of project completion. c. The annual audit required under the Transportation Development Act (TDA), to verify receipt and appropriate expenditure of LCTOP funds. A copy of the audit report must be submitted to Caltrans within six months of the close of the year (December 31) each year in which LCTOP funds have been received or expended.
d. Project Outcome Reporting as defined by CARB Funding Guidelines. e. Jobs Reporting as defined by CARB Funding Guidelines.
2. Other Reporting Requirements: CARB develops and revises Funding Guidelines that will include reporting requirements for all State agencies that receive appropriations from the Greenhouse Gas Reduction Fund. Caltrans and project sponsors will need to submit reporting information in accordance with CARB’s Funding Guidelines, including reporting on greenhouse gas reductions and benefits to disadvantaged communities.
D. Cost Principles
1. The Lead Agency agrees to comply with Title 2 of the Code of Federal Regulations 225 (2 CFR 225), Cost Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
2. The Lead Agency agrees, and will assure that its contractors and subcontractors will be obligated to agree, that:
a. Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allow ability of individual project cost items and
b. Those parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub-recipient receiving LCTOP funds as a contractor or sub-contractor shall comply with 510
Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
3. Any project cost for which the Lead Agency has received funds that are determined by subsequent audit to be unallowable under 2 CFR 225, 48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by the Lead Agency to the State of California (State). All projects must reduce greenhouse gas emissions, as required under Public Resources Code section 75230, and any project that fails to reduce greenhouse gases shall also have its project costs submit to repayment by the Lead Agency to the State. Should the Lead Agency fail to reimburse moneys due to the State within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, the State is authorized to intercept and withhold future payments due the Lead Agency from the State or any third-party source, including but not limited to, the State Treasurer and the State Controller.
A. Record Retention
1. The Lead Agency agrees and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred project costs and matching funds by line item for the project. The accounting system of the Lead Agency, its contractors and all subcontractors shall conform to Generally Accepted Accounting Principles (GAAP) and enable the determination of incurred costs at interim points of completion. All accounting records and other supporting papers of the Lead Agency, its contractors and subcontractors connected with LCTOP funding shall be maintained for a minimum of three (3) years after the “Project Closeout” report or final Phase 2 report is submitted (per ARB Funding Guidelines, Vol. 3, page 3.A-16), and shall be held open to inspection, copying, and audit by representatives of the State and the California State Auditor. Copies thereof will be furnished by the Lead Agency, its contractors, and subcontractors upon receipt of any request made by the State or its agents. In conducting an audit of the costs claimed, the State will rely to the maximum extent possible on any prior audit of the Lead Agency pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by the Lead Agency’s external and internal auditors may be relied upon and used by the State when planning and conducting additional audits.
2. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of the Lead Agency’s contracts with third parties pursuant to Government Code § 8546.7, the project sponsor, its contractors and subcontractors and the State shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times 511
during the entire project period and for three (3) years from the date of final payment.
The State, the California State Auditor, or any duly authorized representative of the State, shall each have access to any books, records, and documents that are pertinent to a project for audits, examinations, excerpts, and transactions, and the Lead Agency shall furnish copies thereof if requested.
3. The Lead Agency, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by the State, for the purpose of any investigation to ascertain compliance with this document.
F. Special Situations
Caltrans may perform an audit and/or request detailed project information of the project sponsor’s LCTOP funded projects at Caltrans’ discretion at any time prior to the completion of the LCTOP.
I certify all of these conditions will be met.
Elizabeth Gibbs City Manager
(Print Authorized Agent) (Title)
(Signature) (Date)
512
FY 2026-2027 LCTOP
Authorized Agent
AS THE Mayor
(Chief Executive Officer/Director/President/Secretary)
OF THE City of Banning
(Name of County/City/Transit Organization)
I hereby authorize the following individual(s) to execute for and on behalf of the named Regional Entity/Transit Operator, any actions necessary for the purpose of obtaining Low Carbon Transit Operations Program (LCTOP) funds provided by the California Department of Transportation, Division of Local Assistance. I understand that if there is a change in the authorized agent, the project sponsor must submit a new form. This form is required even when the authorized agent is the executive authority himself. I understand the Board must provide a resolution approving the Authorized Agent. The Board Resolution appointing the Authorized Agent is attached.
Elizabeth Gibbs, City Manager OR
(Name and Title of Authorized Agent)
Arturo Vela, Director of Public Works OR
(Name and Title of Authorized Agent)
Jennifer Terry, Director of Finance OR
(Name and Title of Authorized Agent)
Paul Mattern, Transit Manager OR
(Name and Title of Authorized Agent)
Richard Royce Mayor
(Print Name) (Title)
(Signature)
Approved this 22
day
of June , 2026
513
April 23, 2026
Wendy King, Program Manager
Low Carbon Transit Operations Program
Department of Transportation
1120 N Street, Sacramento CA 95814
Subject: Riverside County Fiscal Year 2025/26 LCTOP (Cycle A) Contributing Sponsor Allocations Dear Program Manager King:
The Riverside County Transportation Commission (RCTC) is the contributing sponsor for Public Utilities Code (PUC) 99313 funds and is anticipating that its allocations will be approved by the Commission on May 13, 2026. RCTC has also coordinated with the transit operators that receive PUC 99314 funds directly and was notified by City of Riverside that they would be opting out and providing its PUC 99314 funds to Riverside Transit Agency.
The table below lists the Fisal Year 2025/26 LCTOP (Cycle A) proposed projects within Riverside County:
Agency PUC 99313
Funds
PUC 99314
Funds
Total LCTOP
Allocation
Proposed Project Description
City of Banning $ 120,000 $ 2,429 $ 122,429 Free fares on fixed-routes within city limits
City of Beaumont 130,000 3,713 133,713 Discounted fares on pass programs
City of Corona 260,000 4,972 264,972 Free fares for seniors, people with disabilities, and students
City of Riverside - - - $5,754 of PUC 99314 funds
provided to RTA
Palo Verde Valley
Transit Agency
125,000 2,050 127,050 Free fares on deviated fixedroutes RCTC Commuter
Rail Program
900,000 - 900,000 Metrolink Service Optimization
SCRRA - 309,246 309,246 Student/Youth Discount
Program
Riverside Transit
Agency
1,781,000 213,664 1,994,664 Discounted and Free Fare
Promotions
SunLine Transit
Agency
880,536 134,125 1,014,661 Indio Liquid Hydrogen Station project
Total $ 4,196,536 $ 675,953 $ 4,872,489
If you have any questions, please feel free to contact Eric DeHate, Transit Manager, at (951) 787-7989 or at [email protected]. Sincerely,
Aaron Hake
Executive Director 514
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Sandra Calderon, Deputy City Clerk
MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-94, Adopting Regulations for Candidates for Elective Office Pertaining to the Electorate and the Costs Thereof for the General Municipal Election to be Held in the City on Tuesday, November 3, 2026.
STAFF RECOMMENDATION:
Adopt Resolution 2026-94
BACKGROUND:
Per Section 13307 of the California Elections Code, the governing body of any local agency may adopt regulations pertaining to materials prepared by any candidate for a municipal election, including the costs thereof. Adoption of this resolution is needed so that if a candidate elects to have a candidate’s statement they will have regulations to follow and pay his or her pro rata share of the costs of a statement to be included in the voters’ pamphlet.
JUSTIFICATION:
Each candidate is responsible for the entire cost of filing their candidate statements. Since the total due is not known until after the election, the City collects a deposit--set by the Riverside County Registrar of Voters each election cycle--until billed for the full amount. The City remits payment to the Riverside County Registrar of Voters and then settles up with each candidate. In each instance, the candidate will either:
1. Receive a refund, if the total due was less than the total deposit amount;
2. Receive a bill to pay the remaining total, if the total due exceeded the deposit amount; or
3. Receive neither a bill or a refund, if the total due was equal to the deposit amount.
FISCAL IMPACT:
All costs associated with Candidate Statements are pass through costs. The candidate pays the statement fee to the City. The City is then billed for the Candidate Statements with the total cost of the election.
ATTACHMENTS:
1. Resolution_2026-94__Election_Regulations.pdf
515
Resolution 2026-94
RESOLUTION 2026-94
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
ADOPTING REGULATIONS FOR CANDIDATES FOR ELECTIVE OFFICE, PERTAINING TO
THE ELECTORATE AND THE COSTS THEREOF FOR THE GENERAL MUNICIPAL ELECTION TO BE HELD TUESDAY, NOVEMBER 3, 2026
WHEREAS, Section 13307 of the California Elections Code provides that the governing body of any local agency may adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs thereof.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. General Provisions. Pursuant to Section 13307 of the California Elections Code, each candidate for elective office to be voted for at the General Municipal Election to be held in the City of Banning on Tuesday, November 3, 2026 may prepare a candidate’s statement on an appropriate form provided by the City Clerk. Such statement may include the name, age, and occupation of the candidate, and a brief description of no more than 200 words of the candidate’s education and qualifications as expressed by the candidate. Such statement will not include party affiliation of the candidate, nor membership or activity in partisan political organizations. Such statement shall be filed in the office of the City Clerk at the time the candidate’s nomination papers are filed. Except as provided in Section 13309 of the California Elections Code, such statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5:00 p.m. of the next working day after the close of the nomination period.
SECTION 2. Payment. The Riverside County Elections Department shall give the City Clerk an estimate of the total cost of printing, handling, translating and mailing the candidate’s statement filed pursuant to the Elections Code, and require each candidate filing a statement to pay in advance his or her pro rata share as a condition of having his or her statement included in the voter’s pamphlet. As these costs are only estimated, the City Clerk shall bill each candidate for any cost in excess of the deposit and shall refund any unused portion of any deposit.
SECTION 3. The City Clerk shall provide each candidate or the candidate’s representative a copy of this Resolution at the time the nominating petitions are issued.
PASSED, APPROVED AND ADOPTED this 23rd day of June 2026.
Richard Royce, Mayor
City of Banning
ATTEST:
Sandra Calderon, Deputy City Clerk
City of Banning
516
Resolution 2026-94
APPROVED AS TO FORM:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy &
Pinkney,
LL
517
Resolution 2026-94
CERTIFICATION:
I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-94, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 23rd day of June 2026 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Deputy City Clerk
City of Banning, California
518
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Nate Smith, Deputy Director of Public Works/City Engineer Arturo Vela, Director of Public Works
MEETING DATE: June 23, 2026
SUBJECT: Consider Resolution 2026-95, Approving Amendment No. 2 to the Professional Services Agreement with ALL4, LLC. to Extend the Term of the Agreement through June 30, 2027 and approve the Assignment and Assumption Agreement between City of Banning, VCS Environmental and ALL4 LLC.
STAFF RECOMMENDATION:
Adopt Resolution 2026-95
BACKGROUND:
The City Council adopted Resolution 2022-145 on October 25, 2022, to execute a Professional Services Agreement with VCS Environmental in an amount not to exceed $189,000 for fiscal years 22/23, 23/24, and 24/25. During that contract period, the not-to-exceed amount was not met.
On June 10, 2025, City Council approved Resolution 2025-80, which extended the term of the contract through January 11, 2026, while maintaining the previously approved not-to-exceed amount of $189,000.
At the time of the extension, there was $152,551 unspent on the original contract.
Furthermore, City Council Resolution No. 2025-80 authorized an extension of the Agreement through January 11, 2026; however, Amendment No. 1 to the Agreement, dated June 10, 2025, extended the Agreement through June 30, 2026. The parties now desire to clarify and correct the Agreement to reflect that the term was intended to continue through June 30, 2026, consistent with Amendment No. 1.
Of the original authorization of $189,000, there is a balance remaining of $96,249.15. Staff does not anticipate needing to add additional funds to the original authorization.
In the subsequent time, VCS Environmental has been providing environmental services to the Public Works Department related to a Banning Electric Utility pole replacement project in the Mias Canyon area of the City, and outside the City within the County jurisdiction. The scope of work has included environmental assessment documents and coordination with state and federal wildlife agencies. They have also been providing environmental compliance services to the Department of Public Works related to the Sun Lakes Boulevard Extension Project. Additionally, their services have included coordination of stakeholders for an environmental compliance project related to Smith Creek and its impacts from various construction permits. Both projects are ongoing and require continued service from VCS Environmental as the service provider.
519
In January of 2026, the City was notified that VCS Environmental was acquired by All4 LLC. In conversations with previous management of VCS Environmental, it is anticipated that key staff that the City has been engaged with will remain with All4 LLC.
On April 29, 2026, City, VCS Environmental, and All4 LLC entered into an Assignment and Assumption Agreement where VCS Environmental assigned to All4 LLC the right, title, interest, benefits, privileges, obligations, liabilities, and remedies in, to, and under the Agreement and all of its Amendments.
The Amendment No 2 and the Assignment and Assumption Agreement will accomplish the following:
Extend the term of the Contract to June 30, 2027
Authorize the Assignment and Assumption Agreement
Staff anticipates that the two remaining work items will be resolved in the time frame of the contract extension.
JUSTIFICATION:
All4 LLC (Formerly VCS Environmental) have been providing ongoing environmental services for the City of Banning Electric Utility and Engineering Division. To maintain continuity of services and completion of tasks, it is necessary to approve Amendment No. 2 to the Professional Services Agreement and the Assignment and Assumption Agreement.
FISCAL IMPACT:
A budget appropriation for expenses related to the agreement will be included in the Fiscal Year 2026/27 proposed Operating Budget.
ATTACHMENTS:
1. Reso_2026-95_-_All4_Amend_2 (finalV2) 1.docx
2. CC Resolution No. 2022-145.pdf
3. CC Resolution No. 2025-080.pdf
4. CM_VCS_Environmental_to_ALL4_LLC_-_Name_Chan.pdf
5. Amendment No 2 ALL4 FINAL.docx
520
Resolution 2026-95
RESOLUTION 2026-95
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH ALL4, LLC TO EXTEND THE TERM OF THE AGREEMENT THROUGH JUNE 30, 2027 WHEREAS, on October 25, 2022, the City Council adopted Resolution 2022-145, approving a Sole-Source Professional Services Agreement with VCS Environmental for wetlands permitting, consulting, and strategy services (“Agreement”); and WHEREAS, on June 10, 2025, the City Council adopted Resolution 2025-80 approving Amendment No. 1 to the Agreement to extend the term of the contract with no additional appropriation; and
WHEREAS, City Council Resolution No. 2025-80 authorized an extension of the Agreement through January 11, 2026; however, Amendment No. 1 to the Agreement, dated June 10, 2025, extended the Agreement through June 30, 2026, and the parties now desire to clarify and correct the Agreement to reflect that the term was intended to continue through June 30, 2026, consistent with Amendment No. 1; and
WHEREAS, on or around January 16, 2026, ALL4 LLC, a Delaware limited liability corporation, entered into a series of corporate transactions pursuant to certain assets of VCS Environmental; and
WHEREAS, on April 29, 2026, City, VCS Environmental, and ALL4 LLC entered into an Assignment and Assumption Agreement where VCS Environmental assigned to ALL4 LLC the right, title, interest, benefits, privileges, obligations, liabilities, and remedies in, to, and under the Agreement and all of its Amendments; and
WHEREAS, ALL4 LLC is anticipating to retain key staff working with the City of Banning from VCS Environmental and said staff may be retained through the acquisition process; and WHEREAS, the Banning Electric Utility and Engineering Division have utilized environmental consulting and strategy services by VCS for various projects, including a pole replacement project and services related to a mandatory mitigation measure identified in the Sun Lakes Boulevard Extension Project; and
WHEREAS, continuity of services is necessary for compliance matters related to ongoing projects, including the Sun Lakes Boulevard Extension Project; and WHEREAS, sufficient and unexpended funds of $96,249.15 remain of the original authorization to meet the expected work through Fiscal Year 2026/2027 without any additional appropriation; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
521
Resolution 2026-95
SECTION 1. The City Council approved Resolution 2026-95 approving Amendment No. 2 to the Professional Services Agreement with ALL4 LLC to extend the term of the agreement through June 30, 2027.
SECTION 2. The City Council authorizes the City Manager to make non-substantive changes to the professional services agreement and to execute the amendment to the professional services agreement with ALL4 LLC . on behalf of the City Council.
SECTION 3. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.
SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.
PASSED, APPROVED AND ADOPTED this 23th day of June, 2026.
Richard Royce, Mayor
City of Banning
ATTEST:
Sandra Calderon, Deputy City Clerk
City of Banning
APPROVED AS TO FORM AND
LEGAL CONTENT:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLC
522
Resolution 2026-95
CERTIFICATION:
I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-95, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 23rd day of June 2026 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Deputy City Clerk
City of Banning, California
523
Resolution 2026-95
Exhibit A
Amendment No. 2 to the Professional Services Agreement with ALL4 LLC 524
RESOLUTION 2022- 145
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
APPROVING A SOLE SOURCE PROFESSIONAL SERVICES AGREEMENT WITH VCS ENVIRONMENTAL IN AN AMOUNT NOT TO EXCEED $ 189,000 TO PROVIDE
WETLANDS PERMITTING CONSUL TING AND STRATEGY SERVICES TO THE CITY OF BANNING.
WHEREAS, on June 18, 2020 the City solicited proposals for On-Call Environmental and Land Use Planning support services to augment the services provided by the Community Development Department; and
WHEREAS, on October 13, 2020 the City Council adopted Resolution 2020- 13 which identified firms with the top five ( 5) evaluation scoring as Webb and Associates; CASC Engineering and Consulting, Inc.; Michael Baker International; Rincon Consultants; and VCS Environmental; and
WHEREAS, on June 8, 2022 the Community Development Director solicited and received a letter proposal from VCS Environmental in the amount of $4,750.00 to provide expert advice and strategy to Planning Department Staff during meetings with the California Department of Fish & Wildlife ( CDFW), the United States Fish and Wildlife Service ( USFWS), and to a lesser extent the Army Corp of Engineers ( ACOE); and WHEREAS, City staff has negotiated the Scope of Work with VCS Environmental, to provide expertise and skill of a Wetlands Permitting and Biological Resource Specialist to support and advise staff along these lines of Streambed Alteration Permits and other similar activities; and
WHEREAS, existing circumstances pertaining to the negotiation of Streambed Alteration Permits between new development projects are facing increased scrutiny through the wetland and biological permitting and mitigation strategies; and WHEREAS, the Purchasing Officer has determined this service qualifies for sole source procurement as no other firms can provide the level of knowledge, experience, and expertise to assist and advise the City on wetland and biological permitting and mitigation strategies; and
WHEREAS, staff recommends the award of a Professional Services Agreement to VCS Environmental, in an amount not-to-exceed $ 189,000 for Fiscal Years 22/23; 23/24; 24/25; and
WHEREAS, funding will be available in the amount of $63,000 per year in the City's Community Development Department accounts during Fiscal Years 22/23; 23/24; 24/25 in the amount of not-to-exceed $ 189,000.
Resolution 2022- 145
525
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The Banning City Council hereby approves a Professional Service Agreement with VCS Environmental in a not- to-exceed total amount of $ 189, 000 for Fiscal Years 22/ 23; 23/ 24; and 24/ 25 to provide City staff expert advice and strategy consultation that will assist and advise on the wetland and biological permitting and mitigation strategies for current and future land development projects.
SECTION 2. The City Council hereby authorizes the City Manager or his designee is authorized to make necessary budget adjustments, appropriations and transfers related to this professional services agreement.
SECTION 3. The City Council hereby authorizes the City Manager or his designee to execute a Professional Services Agreement with VCS Environmental, in substantial form of the agreement attached as Exhibit A hereto, for a compensation amount not- to-exceed 189, 000.
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, ADOPTED AND APPROVED this 25th day of October 2022.
ATTEST:
Caroline Patton, D
City of Banning
APPROVEDASTOFORMAND
LEGAL CONTENT:
Serita R. Young, City Attorney
Richards, Watson & Gershon
Resolution 2022- 145
0Dtn~~
Colleen Wallace, Mayor
City of Banning
526
CERTIFICATION:
I, Caroline Patton , Deputy City Clerk of the City of Banning , California , do hereby certify that the foregoing Resolution 2022- 145 , was duly adopted by the City Council of the City of Banning, California , at a regular meeting thereof held on 25th day of October 2022 by the following vote , to wit:
AYES : Happe, Sanchez , Wallace.
NOES:
ABSENT: Minjares.
ABSTAIN:
Resolution 2022-145
Caroline Patton , Dep City Clerk
City of Banning , California
527
EXHIBIT A
Draft Professional Services Agreement with VCS Environmental Resolution 2022-145
528
AGREEMENT FOR PROFESSIONAL SERVICES ( COO###) FOR
INSERT DESCRIPTION OF SERVICES HERE] BY AND BETWEEN
CITY OF BANNING AND [ INSERT COMPANY NAME HERE]
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 [ CONSULTANT NAME], a Legal Form of Entity and state of formation, e.g., California corporation, limited partnership, limited liability company] (" Consultant"). City and Consultant are sometimes hereinafter individually referred to as " Party" and hereinafter collectively referred to as the " Parties."
RECITALS
A. City has sought by issuance of a Request for Proposal ( RFP No. ##-###), the performance of the services for the [ Insert type of services and work to be completed] and as further defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid 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 ofConsultant for performance ofthose services defined and described particularly in Article 1 ofthis Agreement and desire that the terms of that performance be as particularly defined and described herein.
D. Pursuant to the City ofBanning' s Municipal Code, City has authority to enter into this Agreement.
NOW, THEREFORE, in consideration ofthe mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the " Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the " Services" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, and fit for the purpose intended. For purposes of this Agreement, the phrase " highest professional· 1-
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standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances.
1.2 Contract Documents and Exhibits.
This Agreement includes the Request for Proposal and Consultant' s accepted proposal Contract Documents"), both of which are on file with the City and incorporated herein by this general reference as though fully set forth herein. Exhibit A (Scope of Services), Exhibit B Special Requirements), Exhibit C ( Schedule of Compensation), and Exhibit D ( Schedule of Performance) also constitute a part ofthis Agreement and are incorporated into this Agreement by this reference. Except as set forth in Section 1.10 regarding Exhibit B, this Agreement controls over the Contract Documents and the provisions in Exhibits A, B and C.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered; and shall render all Services hereunder in accordance therewith.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain and maintain during the term ofthis Agreement, at its sole cost and expense, all necessary licenses, permits, certificates and approvals required by law for the performance ofServices under this Agreement, including a City business license. Consultant shall have the sole obligation to pay for all fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for Consultant' s performance ofthe Services required by this Agreement. Consultant shall indemnify, defend and hold harmless City, its officers, employees or agents, against all such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Services.
By executing this Agreement, Consultant warrants that Consultant: ( i) has thoroughly investigated and considered the Scope of Services to be performed, ( ii) has carefully considered how the Services should be performed, and ( iii) fully understands the facilities and any difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions existing therein, prior to commencement of Services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance ofthe Services hereunder, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant' s risk until written instructions are received from the Contract Officer ( defined in Section 1.12. A).
1.6 Prevention 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, 2-
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documents, plans, studies and/ or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City' s own negligence.
1. 7 Further Responsibilities of Parties.
Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonable necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible to perform the Services of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra services beyond that specified in the Scope ofServices 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 ofPerformance, ( as defined in Section 3.2), and which written order is approved in writing by Consultant. Any increase in compensation ofup to ten percent ( 10%) of the Contract Sum, or $25, 000, whichever is less; or in the Schedule of Performance of up to one hundred eighty ( 180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City Council. It is expressly understood by Consultant that the provisions ofthis Section shall not apply to Services which are specifically set forth in the Scope ofServices 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 Consultarit 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 ofCity. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to a computer, long distance telephone, network data, internet or other communication charges, vehicles and reproduction facilities.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the " Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions ofthis Agreement, the provisions ofExhibit B shall govern. 3-
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1.11 Corrections.
In addition to the indemnification obligations set forth in Article 4, and Sections 1.4, 1.13,
5.3, 5.4, and 6.3, Consultant shall correct, at its expense, all errors in the Services which may be disclosed during City' s review of Consultant' s report or plans. Should Consultant fail to make such correction( s) in a reasonably timely manner, such correction( s) may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction( s) from any retention amount held by City, or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction( s), as provided in Section 6.3.
1.12 Party Representatives.
A. Contract Officer: For the purposes ofthis 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 ofthis 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:
Title
Name] [ Title]
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 ofthis Agreement, the foregoing Consultant Representative may not be replaced nor may their responsibilities be substantially reduced or reassigned by Consultant without the express written approval of City. It shall be Consultant' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions which must be made by City to the Contract Officer. 2) Consultant' s Personnel: Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All ofthe 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. 4-
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Consultant shall notify City of all changes in Consultant' s staff and sub- contractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or sub- contractor of Consultant, City shall give notice as set forth in Section 8.1. Consultant shall, immediately upon the receipt of the notice to re- assign staff from City, reassign such person or persons.
1.13 Independent Contractor.
A. Consultant is an independent contractor and not an employee of City.
Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. All Services provided pursuant to this Agreement shall be performed by Consultant or under its superv1s1on. Consultant will determine the means, methods, and details of performing the Services. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
B. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses ofany nature to the extent arising from Consultant' s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result 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 ofConsultant, the Consultant Representative and employees were a substantial inducement for City to enter into this Agreement.
Therefore, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. 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 ofCity. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty- five percent ( 25%) ofthe present ownership and/ or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this 5-
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Agreement shall be void. No approved transfer shall release Consultant or any surety ofConsultant of any liability hereunder without the express consent ofCity.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the " Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more than $[ Numerical Amount] ( the " Contract Sum"). The Contract Sum shall include the attendance ofConsultant 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 ofcompensation may include: ( i) a lump sum payment upon completion ofthe Services, ( ii) payment in accordance with specified tasks or the percentage of completion ofthe 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 ofCompensation.
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 ifspecified in the Schedule ofCompensation.
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 ofthis Agreement. City shall make payment for such authorized additional Services and expenses in accordance with Article 2 ofthis 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 ofExhibit C to this Agreement. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the 6-
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Agreement. Consultant shall not invoice City for any duplicate Services 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.
ARTICLE3.PERFORMANCESCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
3.2 Schedule ofPerformance.
Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period( s) established in the " Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.
3.3 Force Majeure.
The time period( s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant. Such unforeseeable consequences include, but are not restricted to, acts of God or public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/ or acts of any governmental agency, including City, if Consultant shall within ten ( 10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period ofthe enforced delay when and ifin the judgment ofthe Contract Officer such delay is justified, subject to the provisions of Section 1.8. The Contract Officer' s determination ( or the City Council' s determination, in the event the period of enforced delay exceeds the period specified in Section
1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant 7-
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be entitled to recover damages against City for any delay in the performance ofthis Agreement, however caused; Consultant's sole remedy shall be the extension ofthe Agreement pursuant to this Section.
3.4 Term.
The Term of this Agreement shall be from the Effective Date through [ Month] [ Day], Year], ( shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, unless sooner terminated as provided in Article 6 of this Agreement or extended as provided in Sections 1.8 and 3.3 ofthis 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 ofInsurance.
Consultant shall procure and at all times during the term ofthis Agreement carry, maintain, and keep in full force and effect, insurance as follows:
A. Commercial General Liability Insurance with a mm1mum limit of 1,000, 000. 00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000, 000. 00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, members, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
B. Automobile Liability Insurance for any 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. IfConsultant 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 8-
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edition ofthe A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Article.
4.3 Additional Insured.
The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.
4.4 Primary and Non- Contributing.
The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self- insurance available to City. Any insurance or self- insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess 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. Ifany 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, ofthe cancellation of or changes to the policy.
4.8 City Remedy for Noncompliance.
IfConsultant does not maintain the policies ofinsurance required under this Article in full force and effect during the term of this Agreement, or in the event any of Consultant' s policies do not comply with the requirements under this Article, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant' s expense, the premium thereon.
Consultant shall promptly reimburse City for any premium paid by City, or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 9-
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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 ofits sub- contractors that perform Services under this Agreement to maintain insurance coverage that meets all ofthe requirements ofthis Article.
4.12 Indemnification. Hold Harmless. and Duty to Defend.
A. Indemnification of City.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials ( collectively " Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages ( collectively " Liabilities"), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, sub- contractors, materialmen, consultants or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the lndemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct ofthe Indemnitees as determined by court decision or by the agreement ofthe Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
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2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant' s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant' s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2. 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub- contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement.
IfConsultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant' s sub- contractor, its officers, agents, servants, employees, sub- contractors, materialmen, consultants or their officers, agents, servants or employees ( or any entity or individual that Consultant' s sub- contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
B. Workers' Compensation Acts not Limiting. Consultant' s indemnifications and obligations under this Article, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because ofthe acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Article shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant' s indemnifications and obligations under this Article shall survive the expiration or termination ofthis 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 ofaccounts, 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 11-
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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 ofdissolution ofConsultant' 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''). Ifcustody ofthe Service Records is given to Consultant' s Successor, Consultant shall give written notice to City ofthe 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 ofDocuments.
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 ofCity and shall be delivered to City upon request ofthe 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 ofthe Consultant Documents hereunder. Any use, reuse or assignment ofsuch completed Consultant Documents for other projects and/ or use ofuncompleted Consultant Documents without specific written authorization by Consultant will be at City' s sole risk and without liability to Consultant, and Consultant' s guarantee and warranties shall not extend to such use or assignment. Consultant may retain copies of such Consultant Documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All sub- contractors shall provide for assignment to City of all Consultant Documents 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 ofInformation.
A. All information gained or work product produced by Consultant in performance ofthis Agreement shall be considered confidential, unless such information is in the 12-
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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 ofsupport, 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 ofsuch 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 ofthis 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 ofConsultant's conduct.
D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub- contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any Party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite the response.
ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION
6.1 California Law.
This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
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. 13-
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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 oftermination 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 ofthe amounts owed City as provided in Section 6.3.
6.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant whether or not arising out ofthis Agreement): ( i) any payment amount ofwhich may be in dispute hereunder or which is necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, ( ii) all amounts retained pursuant to the provisions ofSection 4.8, ( iii) all amounts for which City may be liable to third parties, by reason of Consultant' s acts or omissions in performing or failing to perform Consultant' s obligation under this Agreement, and ( iv) all payments due or that become due to Consultant during the period that Consultant or any of its sub- contractors fail to maintain any required insurance in full force and effect, until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City, as provided in Section 4.9, above. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
6.4 Waiver.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach ofthe provisions ofthis 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 ofany default must be in writing, and shall not be a waiver ofany other default concerning the same or any other provision ofthis Agreement.
6.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies ofthe Parties are cumulative and the exercise by either Party 14-
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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, corre< tt or remedy any default, to recover damages for any default, to compel specific performance ofthis Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant must file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action against City under this Agreement.
6. 7 Termination Prior to Expiration ofTerm.
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 ofnotice may be a shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty ( 60) days' written notice to City, except that where termination is due to the fault ofCity, the period of notice may be a shorter time as· Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated termination, 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 oftermination without cause pursuant to this Section, the terminating Party need not provide the non- terminating Party with the opportunity to cure pursuant to Section 6.2.
6.8 Attorneys' Fees.
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement ( whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorney' s fees on any appeal, and in addition the Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 15-
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ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION
7.1 Non- liability of City Officers and Employees.
No officer or employee of City shall be personally liable to Consultant, or Consultant' s Successor, in the event of any default or breach by City or for any amount which may become due to Consultant or Consultant' s Successor, or for breach of any obligation of the terms of this Agreement.
7 .2 Conflict oflnterest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant' s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or sub- contractor without the express written consent ofthe Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance 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, ifany, shall comply with all conflict of interest statutes of the State of California applicable to Consultant' s Services under this Agreement, including the Political Reform Act ( Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients; but Consultant and its officers, employees, associates and subcontractors shall not, without the Contract Officer' s prior written approval, perform services for another person or entity for whom Consultant is not currently performing services that would require Consultant or one of its officers, employees, associates or sub- contractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance 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.
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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 ofthe Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of Services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost 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:
Ifto City
With a courtesy copy to:
Ifto Consultant:
I !303- 0008\ 2344655v8. doc
Attn: ------
City' s Contract Officer
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: -----------
Serita R. Young, City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: SYoung@rwglaw. com
Attn: [ Name]
Title]
Company Name]
Street Address]
City, State, Zip]
Email: [ Email Address]
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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 ofthe authorship of this Agreement or any other rule of construction which might otherwise apply.
8.3 Counterparts.
This Agreement may be executed in counterparts, each ofwhich shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
8.4 Integration: Amendment.
This Agreement, and all exhibits referred to in this Agreement, constitute the final, complete and exclusive statement 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, ifany, between the Parties, and none shall be used to interpret this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. No amendment to or modification ofthis Agreement, nor any provision or breach hereof waived, shall be valid unless made in writing and approved by Consultant and by City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
8.5 Severability.
In the event that any one or more ofthe 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 ofthis Agreement which are hereby declared as severable and shall be interpreted to carry out the intent ofthe Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit oftheir bargain or renders this Agreement meaningless.
8.6 Mutual Cooperation.
A. City' s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant' s proper performance ofthe 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. 18-
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8.7 No Third Party Beneficiaries Intended.
This Agreement is made solely for the benefit ofthe Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue ofthis Agreement.
8.8 Final Payment Acceptance Constitutes Release.
The acceptance by Consultant ofthe 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 ofthe receipt ofthat check. However, approval or payment by City shall not constitute, nor be deemed, a release ofthe responsibility and liability ofConsultant, its employees, sub-contractors and agents for the accuracy and competency ofthe information provided and/ or Services performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the Services prepared by Consultant, its employees, sub-contractors and agents.
8.9 Non- Appropriation of Funds.
Payments to be made to Consultant by City for Services performed within the current fiscal year which are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
8.10 Headings.
The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
8.11 Word Usage.
Unless the context clearly requires otherwise, ( a) the words " shall," " will" and agrees" are mandatory and " may" is permissive; ( b) " or" is not exclusive; and ( c) " includes" or including" are not limiting.
8.12 Business Days.
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 19-
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this Agreement on behalf ofthat Party, ( iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and ( iv) the entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SIGNATURES ON FOLLOWING PAGE]
20-
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BANNING
Douglas Schulze,
City Manager
ATTEST:
Caroline Patton
Deputy City Clerk
APPROVED AS TO FORM:
Richards, Watson & Gershon
Serita R. Young
City Attorney
Date
Date
Date
CONSULTANT
NAME: Date
TITLE:
NAME: Date
TITLE:
Tax ID No.
Address:
City Council Approval: ____ _
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED. APPROPRIATE
ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY.
21-
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EXffiBIT " A"
SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Insert Services to be Completed] prepared in connection therewith:
II. As part ofthe Services, Consultant will prepare and deliver the following tangible work products and services to City:
COPY SOW HERE ... MAKE IT PRETTY]
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. If the City determines that any work product is unacceptable, for any reason, it must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.
Exhibit " A"-1
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June 8, 2022
Adam Rush
Community Development Director
City of Banning
99 East Ramsey Street
Banning, California 92220
Re: Proposal for the City of Banning
Dear Adam:
1!111: VCS Environmental
EXPERT SOLUTIONS CEQA-NEPA. Biology. Regulatory
Please consider this letter a scope of work for Vandermost Consulting Services, Inc . doing business as VCS Environmental ( VCS) to assist the City of Banning in reviewing the Western Riverside Multi- Species Habitat Conservation Plan ( MSHCP) an _d the Determination of Biologically Equivalent or Superior Preservation DBESP) comments from the wildlife agencies and working with the developer' s biological consultant in drafting the City' s response .
This scope of work consists of reviewing the comment letter and associated documents, providing strategic advice, and participating in virtual meetings. We recommend a time and materials contract in the amount of $4,750 ( assumes 19 hours). I will be performing this work on behalf of the City .
We bill monthly with invoices due upon receipt, pursuant to the attached fee schedule. Miscellaneous expenses such as reprographics, Federal Express, mileage, and postage are billed as reimbursable expenses for the actual cost.
To authorize VCS to proceed, please sign below and return. Please do not hesitate to contact me at 949- 289- 3624 with any questions. Thank you for your consideration of our request.
Sincerely,
Julie Beeman
President
Authorization ___________________ Date __________ _
z:\proposals- scopes_ cha nge orders\ c1ty of banning\ 2022. 06.08 - city of bannlng. docx VCS Environmental provides CEQA/ NEPA, Regulatory, Biological & Cultural Services 30900 Rancho Viejo Road , Suite 100, San Juan Capistrano, CA 92675 I 949.489 .2700 vcsenvironmental . com
551
City of Banning
Julie Beeman 19 $ 250 $ 4,750
TOTAL 19 $ 4,750
552
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EXIDBIT " B"
SPECIAL REQUIREMENTS
None
Exhibit "B" -1
553
EXIDBIT " C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks (" Tasks") at the following rates:
TASK DESCRIPTION
1. SUB- BUDGET
2. 3.
4. 5.
6. 7.
TOTAL
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.
ID. City will compensate Consultant for the Services performed upon submission ofa valid invoice. Each invoice is to include:
IV.
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.
The total compensation for Services shall not exceed $ ______ as provided in Section 2.lofthis Agreement.
V. Consultant' s billing rates for all personnel are attached as Exhibit C-1.
Exhibit " C" -1
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EXffiBIT " C-1"
CONSULTANT' S BILLING RATE AND TASK SCHEDULE
Exhibit "C-1 "-1
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EXIDBIT " 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 ofthe Services in accordance with Sections 1.8 and 3.3.
Exhibit " D" - 1
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556
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EXIDBIT " D-1"
PROPOSED PROJECT SCHEDULE
Exhibit " D-1 " - 1
557
RESOLUTION 2025-80
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING THE FIRST AMENDMENT TO EXTEND THE END DATE OF THE SOLESOURCE PROFESSIONAL SERVICES AGREEMENT WITH VCS ENVIRONMENTAL TO JANUARY 11, 2026
WHEREAS, on October 25, 2022, City Council approved Resolution 2022- 145, approving a Sole- Source Professional Services Agreement with VCS Environmental for wetlands permitting consulting and strategy services; and
WHEREAS, this resolution provided an end date of Fiscal Year 2025 rather than the complete three- year term of the contract allowable within the City' s Purchasing Policy B-30; and WHEREAS, there is a remaining balance in the contract of $152, 551; and WHEREAS, VCS has assisted in the environmental requirements related to the western Riverside Multiple Species Habitat Conservation Plan (" MSHCP") and the City' s application with Federal Emergency Management Agency (" FEMA") for the Wildfire Mitigation Grant for the City' s Mias Canyon Utility Line Project; and
WHEREAS, VCS has also assisted in the development of an actionable plan for the protection and development along the Smith Creek watershed and corridor; and WHEREAS, the City requires a subject- matter expert to continue the advisement to staff regarding the environmental needs required under the Wildfire Mitigation Grant application process and watershed protection of Smith Creek; and
WHEREAS, the Wildfire Mitigation grant application is approximately 95% complete and VCS has been involved in navigating the requirements with the MSHCP and FEMA; · and WHEREAS, continuing the contract with VCS is the most efficient and effective path through the remainder of the application process due to the skill, experience and knowledgebase provided by VCS Environmental for both work efforts.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves the first amendment to the sole- source professional services agreement with VCS Environmental to extend the end date to January 11, 2026, with a remaining balance of $152, 551.
SECTION 2. The City Council authorizes the City Manager to make non- substantive changes to the professional services agreement and to execute the amendment to the professional services agreement with VCS Environmental on behalf of the City Council.
SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.
Resolution 2025- 80
558
PASSED, APPROVED AND ADOPTED this 10th day of June, 2025 .
ATTEST:
Caroline Patton , Ad
City of Banning
APPROVED AS TO FORM:
Jo p · ney , Interim c · Attorney
Slovak , Baron , Empe , Murphy & Pinkney ,
LLP
Resolution 2025-80
Shen Flynn, Mayor
City of Banning
559
CERTIFICATION:
I, Caroline Patton , Administrative City Clerk of the City of Banning , California , do hereby certify that the foregoing Resolution 2025- 80 , was duly adopted by the City Council of the City of Banning , California , at a regular meeting thereof held on the 10th day of June, 2025 by the following vote , to wit:
AYES: Barrington , Flynn , Miller , Royce , and Wallace .
NOES :
ABSENT:
ABSTAIN:
Resolution 2025- 80
Caroline Patton , Admin ist
City of Banning , California
560
Resolution 2025- 80
EXHIBIT A
VCS Environmental Amendment No., 1
561
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
C00799) FOR WETLANDS PERMITTING CONSULTING AND
STRATEGY SERVICE BY AND BETWEEN CITY OF BANNING AND
VCSENVIRONMENTAL
THIS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (" Amendment No. 1 ") by and between the CITY OF BANNING (" City") and VCS ENVIRONMENTAL, a California Corporation (" Consultant") is effective as ofthis day: _____ _
RECITALS
A. City and Consultant entered into that certain Contract dated January 11, 2023 for the purpose of providing Wetlands Permitting Consulting and Strategy Services Agreement") following a sole source procurement, as approved by City Council Resolution 2022-145.
B. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement to June 30, 2026.
The Parties therefore agree follows:
1. Amended Terms. The Agreement is hereby amended as follows:
1.1 The Term of the Agreement, as set forth in Section 3 .4 of the Agreement, is hereby extended through June 30, 2026, unless sooner terminated or extended as provided in the Agreement.
2. Miscellaneous Provisions
2.1 Continued Effect ofAgreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No 1. In the event ofa conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement or Amendments No. 1, the provisions ofthis Amendment No. 1 shall control.
2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. I.
2.3 Authority. The persons executing this Amendment No. 1 on behalf ofthe parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, iii) by so executing this Amendment No. 1, such party is formally bound to the provisions ofthis Amendment No. 1, and (iv) entering into this Amendment No. 562
1 does not violate any provision of any other agreement to which said party is bound.
2.4 Counterparts. This Amendment No. 1 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (" electronic signature"). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed thisAgreement and such other documents transmitted by the Parties.
SIGNATURE PAGE FOLLOWS]
563
The Parties are signing this Amendment No. 1 on the date stated in the introductory clause.
CITY OF BANNING
Robert Fisher,
Acting City Manager
City Council Approval: _____ _
ATTEST:
Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:
Solvak, Baron, Empey, Murphy & Pinkney
LLP
John 0. Pinkney
City Attorney
CONSULTANT
NAME:
TITLE:
NAME:
TITLE:
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED.
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT' S BUSINESS ENTITY.
564
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is entered into as of _____________, 20___ (the Effective Date), by and between the CITY OF BANNING, a California municipal corporation (“City”) whose address is 99 East Ramsey Street, Banning, California 92220, VANDERMOST CONSULTING SERVICES, INC., a California corporation doing business as VCS Environmental (“Assignor”) whose address is 30900 Rancho Viejo Road Suite 100, San Juan Capistrano, California 92675; and ALL4 LLC, a Delaware limited liability company (“Assignee”) whose address is 2393 Kimberton Road Kimberton, Pennsylvania 19442.
City, Assignor, and Assignee may be referred to individually as a “party” and collectively as the “parties.”
RECITALS
This Assignment Agreement is entered into on the basis of the following facts, understandings and intentions of the parties to this Assignment Agreement:
WHEREAS, on January 11, 2023, City and Assignor entered into that certain AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT (C00799) FOR WETLANDS
PERMITTING CONSULTING AND STRATEGY SERVICES BY AND BETWEEN CITY OF BANNING AND VCS ENVIRONMENTAL (“Agreement”), attached hereto as Exhibit “A” with all amendments thereto, pursuant to which Assignor agreed to provide certain wetlands permitting consulting and strategy services to City, on a sole source basis approved by City Council Resolution No. 2022-145, for compensation not to exceed One Hundred Eighty-Nine Thousand Dollars ($189,000.00), all as more particularly described in the Agreement and its exhibits; WHEREAS, Section 1.14 of the Agreement prohibits assignment of the Agreement without the express written consent of the City, and the City now desires to provide such consent subject to the terms of this Assignment Agreement;
WHEREAS, on or about June 10, 2025, the Parties executed AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT (C00799) FOR WETLANDS PERMITTING
CONSULTING AND STRATEGY SERVICE BY AND BETWEEN CITY OF BANNING AND VCS ENVIRONMENTAL (“Amendment No. 1”), which extended the term of the Agreement through June 30, 2026, unless sooner terminated or further extended; WHEREAS, Assignor has informed the City, by letter dated January 16, 2026, that it entered into a series of corporate transactions pursuant to which certain assets of Assignor, including the Agreement and Amendment No. 1, were transferred indirectly to Assignee; Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 26 4/29/2026
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WHEREAS, Assignor desires to assign all of its rights, duties, and obligations under the Agreement, as amended, to Assignee, and Assignee desires to accept such assignment and assume all obligations and liabilities arising under the Agreement; WHEREAS, the City is willing to consent to such assignment and assumption subject to the terms and conditions of this Assignment Agreement.
WHEREAS, the parties intend that there be no interruption in the performance of the services required by the Agreement, that the Agreement remain in full force and effect (as assigned and novated hereby), and that City’s rights, protections, and remedies under the Agreement, including without limitation insurance, indemnification, and records obligations, remain at least as protective of City after the Effective Date as they were immediately prior thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants contained herein, the parties agree as follows:
1. Defined Terms. Unless otherwise expressly defined herein, all capitalized terms used in this Assignment Agreement shall have the meanings ascribed to them in the Agreement.
2. Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Assignment Agreement and the terms and provisions of the Agreement, the terms and provisions of this Assignment Agreement shall control as between the parties, but only to the extent necessary to give full effect to the assignment, assumption, consent, and novation contemplated hereby. Except as expressly modified by this Assignment Agreement, the Agreement shall remain in full force and effect.
3. Assignment. Subject to the terms and conditions of this Assignment Agreement and effective as of the Effective Date, Assignor hereby irrevocably sells, grants, assigns, transfers, conveys, and sets over to Assignee, and Assignee hereby accepts from Assignor, all of Assignors right, title, interest, benefits, privileges, obligations, liabilities, and remedies in, to, and under: (i) the Agreement and all of its terms, provisions, and conditions; (ii) all amendments, modifications, supplements, change orders, and extensions thereof existing as of the Effective Date; and (iii) all claims, causes of action, rights to payment, rights to performance, and other rights and interests of Assignor relating to the Agreement after the Effective Date, including without limitation all rights to receive compensation, fees, reimbursements, and any other amounts due or to become due from City under the Agreement.
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4. Scope of Assignment. The assignment made herein is intended to be absolute and to transfer to Assignee all of Assignors rights and interests as Consultant and/or Contractor under the Agreement, such that, from and after the Effective Date, Assignee shall be entitled to stand in the place of Assignor with respect to all such rights and interests, subject to and in accordance with the terms of this Assignment Agreement and the Agreement.
5. No Partial Assignment. The assignment set forth herein constitutes a transfer of the Agreement in its entirety, and not a partial assignment or division of rights or obligations, and does not affect any other contracts between City and Assignor except as expressly set forth herein.
6. Assumption by Assignee.
A. Assumption of Obligations. Subject to the terms and conditions of this Assignment Agreement and effective as of the Effective Date, Assignee hereby: (i) accepts the assignment of the Agreement from Assignor as set forth in this Assignment Agreement; and (ii) assumes, undertakes, and agrees to be bound by, perform, pay, discharge, and observe, in accordance with their respective terms, each and every covenant, duty, obligation, and liability of Assignor under the Agreement, whether such covenant, duty, obligation, or liability: (a) arose, accrued, or relates to services performed or to be performed on, before, or after the Effective Date; or (b) arises or accrues after the Effective Date.
B. Specific Assumed Obligations. Without limiting the generality of this Assignment Agreement, Assignee expressly assumes, in accordance with and subject to the terms of the Agreement: (i) all obligations to perform the Services (as defined in the Agreement), including all tasks set forth in Exhibit A (Scope of Services) thereto; (ii) all payment obligations owing to third parties, including sub-consultants and suppliers, in connection with the performance of the Services; (iii) all insurance obligations set forth in Article 4 of the Agreement, including without limitation the procurement and maintenance of: commercial general liability insurance; automobile liability insurance; workers compensation and employers liability insurance (or appropriate declarations in the absence of employees); and professional liability/errors and omissions insurance, in the minimum amounts and with the endorsements required by the Agreement, including the endorsement of City as an additional insured where specified; (iv) all indemnification, hold harmless, and defense obligations set forth in Section 4.12 of the Agreement, which shall apply to Assignee and Assignees officers, employees, agents, and sub-contractors, with the same scope and effect as they applied to Assignor and Assignors officers, employees, agents, and sub-contractors; (v) all obligations regarding service records, reports, ownership of documents, confidentiality, and release of information as set forth in Article 5 of the Agreement; and (vi) all other obligations and duties of Assignor under the Agreement, including without limitation compliance with laws, conflict of interest obligations, non-discrimination obligations, and any other covenants imposed upon Assignor therein.
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7. Continuing Performance. Assignee shall perform the Services and all other obligations under the Agreement in accordance with the highest professional standards and all other performance standards set forth in the Agreement, and acknowledges that City relied upon the experience, knowledge, capability, and reputation of Assignor and its key personnel in awarding the Agreement.
Assignee shall designate a Representative (defined below) acceptable to City and City retains the right to approve or reject key personnel. Assignee designates _________ as its representative (“Representative”).
8. Insurance and Evidence Thereof. On or before the Effective Date (or within such period thereafter as City may approve in writing), Assignee shall provide to City all certificates of insurance, endorsements, and related documentation required under Article 4 of the Agreement, evidencing that Assignee has procured and maintains the insurance coverages required thereunder, with City named as an additional insured where specified, and otherwise fully compliant with the Agreement. Failure to do so shall constitute a default under both this Assignment Agreement and the Agreement. This Assignment shall not become effective until Assignee has provided insurance meeting the requirements of the Agreement and acceptable to City.
9. Consent to Assignment and Assumption. Subject to the terms and conditions of this Assignment Agreement and effective as of the Effective Date, City: (i) hereby consents, pursuant to Section 1.14 of the Agreement and any other applicable provision thereof, to the assignment by Assignor to Assignee of all of Assignors right, title, and interest in and to the Agreement, as set forth in this Assignment Agreement; and (ii) hereby consents to and acknowledges the assumption by Assignee of all covenants, duties, obligations, and liabilities of Assignor under the Agreement, as set forth in this Assignment Agreement.
10. Novation; Substitution of Party. Subject to the satisfaction of the conditions set forth herein and in consideration of the mutual covenants herein, City, Assignor, and Assignee hereby agree that, as of the Effective Date: (i) Assignee shall be and is hereby substituted for Assignor as the Consultant and/or Contractor under the Agreement; (ii) the Agreement shall thereafter be deemed to be by and between City and Assignee, and all references in the Agreement to Consultant and/ Contractor shall be deemed to refer to Assignee; and (iii) except as expressly provided in this Assignment Agreement, City hereby releases Assignor from the performance of the covenants, duties, obligations, and liabilities of Consultant and/or Contractor under the Agreement with respect to services and obligations first arising after the Effective Date. Notwithstanding the assignment and assumption contemplated herein, Assignor shall remain responsible and liable for any claim, demand, liability, damage, loss, cost, or expense arising out of or related to the negligent acts, errors, omissions, or willful misconduct of Assignor in the performance of the Agreement.
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Such liability shall survive the Effective Date of this Assignment Agreement and shall not be extinguished or limited by the substitution of Assignee as Consultant and/or Contractor under the Agreement.
11. Pre-Effective Date Matters. Notwithstanding anything herein to the contrary, City: (1) does not waive, and expressly reserves, all rights and remedies it may have against Assignor with respect to any breach, default, claim, cause of action, or liability of Assignor under the Assigned Agreement arising out of or relating to acts, omissions, events, or circumstances occurring or existing prior to the Effective Date; and (ii) retains the right, in its sole discretion, to assert any such rights and remedies against Assignor, Assignee, or both, to the extent permitted by law and this Assignment Agreement.
12. Agreement in Full Force and Effect. City confirms and agrees that, as of the Effective Date (and after giving effect to this Assignment Agreement), the Agreement: (i) remains in full force and effect, unmodified except as expressly provided by this Assignment Agreement and Amendment No. 1; and (ii) is a valid and binding obligation of City and Assignee (as successor to Assignor), enforceable in accordance with its terms, subject only to applicable principles of equity and bankruptcy or similar laws affecting creditors rights generally.
13. No Waiver of Future Rights. Except as expressly set forth in this Assignment Agreement, nothing herein shall be construed as a waiver or relinquishment by City of any right, remedy, protection, or benefit afforded to City under the Agreement or applicable law, all of which are hereby expressly reserved.
14. Representations and Warranties. Each party represents and warrants to the other parties that, as of the Effective Date:
A. Due Organization and Existence. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own its properties and to carry on its business as now conducted.
B. Authority; Execution and Delivery. It has the full right, power, and authority to enter into this Assignment Agreement and to consummate the transactions contemplated hereby; the execution, delivery, and performance of this Assignment Agreement by such party have been duly authorized by all necessary corporate, limited liability company, municipal, or other action; and this Assignment Agreement has been duly executed and delivered by such party.
C. Binding Obligation. This Assignment Agreement constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1440 569
subject only to applicable principles of equity and bankruptcy or similar laws affecting creditors rights generally.
D. No Conflict. The execution, delivery, and performance of this Assignment Agreement by such Party do not and will not: (i) violate its bylaws, operating agreement, or similar organizational documents; (ii) conflict with or result in a violation or breach of, or constitute a default under, any material contract, agreement, instrument, order, judgment, or decree to which such party is a party or by which it is bound; or (iii) violate any applicable law, rule or regulation in any material respect.
15. Additional Representations and Warranties of Assignor. Assignor further represents and warrants to City and Assignee that, as of the Effective Date:
A. Ownership of Assigned Agreement. Assignor is the lawful holder of all of Assignors right, title, and interest in and to the Agreement, free and clear of any liens, security interests, pledges, encumbrances, or other adverse claims of any nature whatsoever, other than those imposed by the Agreement itself.
B. No Prior Assignment. Assignor has not previously assigned, transferred, or conveyed its interests in the Agreement, in whole or in part, to any other person or entity, and no person or entity other than Assignee shall have any rights as a result of this assignment.
C. Accuracy of Assigned Agreement. The copy of the Agreement attached hereto as Exhibit “A” is a true, complete, and correct copy of the Agreement and Amendment No. 1 (and any other written amendments or modifications existing as of the Effective Date), and there are no other written or oral amendments, modifications, or side agreements with respect thereto, except as disclosed in writing to City and Assignee.
D. No Known Default. To Assignors knowledge, (a) Assignor is not in material default under the Agreement, (b) City is not in material default under the Agreement, and (c) no event has occurred which, with the passage of time or the giving of notice, would constitute a material default by Assignor or City under the Agreement, except as disclosed in writing to City and Assignee prior to the Effective Date. Assignor represents all subcontractors and suppliers have been paid and no claims or liens exist.
E. Compliance with Agreement. Assignor acknowledges and agrees that City’s consent to this Assignment Agreement is being obtained pursuant to Section 1.14 of the Agreement, and that no purported assignment, transfer, or change of control of Assignor with respect to the Agreement has been or will be effective unless and until City has provided its express written consent as set forth herein.
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16. Additional Representations and Warranties of Assignee. Assignee further represents and warrants to City and Assignor that, as of the Effective Date:
A. Qualification and Experience. Assignee has, and will maintain during the term of the Agreement, the qualifications, experience, personnel, and facilities necessary to properly perform, in a thorough, competent, and professional manner, the Services and all other obligations required under the Agreement, and is experienced in performing services of the type contemplated therein.
B. Licenses and Approvals. Assignee has obtained and will maintain all licenses, permits, certificates, approvals, and other authorizations required by law to perform the Services under the Agreement within the State of California and within the jurisdiction of City, including but not limited to any required business licenses.
C. Insurance. Assignee either (a) currently maintains or (b) will maintain, contemporaneously with the Effective Date and thereafter during the term of the Assigned Agreement, all insurance coverages required of Consultant and/or Contractor under Article 4 of the Agreement, in the required types, amounts, and with required endorsements, including the naming of City as an additional insured where specified.
D. No Debarment. Assignee has not been debarred, suspended, or otherwise declared ineligible from contracting with any governmental entity, including any state or local agency in the State of California, and to Assignees knowledge no such proceedings are pending or threatened.
17. Indemnification. Assignee agrees to indemnify, defend, and hold harmless the City to the same extent required of the Consultant and/or Contractor under the Agreement.
Nothing in this Assignment Agreement shall be construed to limit or impair City’s rights of indemnity, defense, and hold harmless set forth in the Agreement, all of which shall continue in full force and effect as against Assignee (and, to the extent reserved, Assignor) in accordance with the Agreement.
18. Municipal Law Requirements. Nothing in this Assignment Agreement shall be deemed to waive, limit, or modify any requirement under the City of Banning Municipal Code, the California Constitution, or any other applicable law requiring City Council approval or other municipal action with respect to the Agreement or any amendment, extension, or renewal thereof, and this Assignment Agreement is expressly conditioned upon and subject to compliance with all such legal requirements.
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19. Termination Rights of City.
A. Retention of Termination Rights. Nothing in this Assignment Agreement shall be construed to limit, waive, or otherwise modify any termination rights of the City contained in the Agreement. From and after the Effective Date, the City shall retain and may exercise all rights to suspend or terminate the Agreement as provided therein, and such rights shall apply to Assignee in the same manner and to the same extent as they applied to Assignor prior to the Effective Date.
20. Miscellaneous.
A. Further Assurances. Each party shall, upon the reasonable request of any other party, execute and deliver such further instruments and documents and take such additional actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Assignment Agreement and to effectuate the assignment, assumption, consent, and novation contemplated hereby.
B. Notices. From and after the Effective Date, all notices, demands, and communications required or permitted to be given under the Agreement to Consultant and/or Contractor shall be given to Assignee at the address set forth below (or at such other address as Assignee may hereafter designate in writing). Assignor shall cooperate reasonably with City and Assignee to update contact information and to ensure an orderly transition.
Assignee: ALL4 LLC
2393 Kimberton Road Kimberton
Pennsylvania 19442
C. Governing Law; Venue. This Assignment Agreement, and any dispute arising out of or relating to this Assignment Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law rules. The parties agree that venue in any litigation between them shall be in Riverside County, California.
D. Incorporation by Reference. Except as expressly modified herein, all terms, conditions, covenants, and provisions of the Agreement are hereby incorporated into this Assignment Agreement by this reference as though fully set forth herein.
E. Entire Agreement. This Assignment Agreement, together with the Agreement (as attached hereto as Exhibit “A”), constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral, relating to such subject Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1443 572
matter, including, without limitation, if any, notice by the parties to the extent inconsistent with this Assignment Agreement.
F. Amendments. This Assignment Agreement may be amended, supplemented, or modified only by a written instrument executed by duly authorized representatives of all three Parties and, with respect to City, approved in the manner required for amendments to the Agreement (including City Council approval where required).
G. Severability. If any portion, section, sentence, provision or paragraph of this Assignment Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the entire balance of this Assignment Agreement not so affected shall remain in full force and effect.
H. No Third-Party Beneficiaries. Except as expressly provided in the Agreement with respect to City’s Indemnitees or other expressly identified beneficiaries, nothing in this Assignment Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties and their respective permitted successors and assigns any rights, benefits, or remedies of any nature whatsoever.
I. Successors and Assigns. This Assignment Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Any further assignment by Assignee of the Agreement or this Assignment Agreement shall be subject to the assignment restrictions and approval requirements set forth in the Agreement and applicable law.
J. Counterparts; Electronic Signatures. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile, electronic mail in portable document format (PDF), electronic signature platform, or other electronic means shall be deemed original signatures for all purposes and shall have the same force and effect as original wet ink signatures.
K. Interpretation. The headings in this Assignment Agreement are for convenience only and shall not affect the interpretation of any provision. The terms hereof, herein, hereunder, and similar terms refer to this Assignment Agreement as a whole and not to any particular provision. The word including means including without limitation. This Assignment Agreement shall be construed according to its fair meaning and not strictly for or against any party, regardless of which party or its counsel drafted this Assignment Agreement.
L. Attorneys Fees. In any action or proceeding arising out of or relating to this Assignment Agreement, the prevailing party shall be entitled to recover its reasonable attorneys Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1444 573
fees’ and costs, in addition to any other relief to which such prevailing party may be entitled, in a manner generally consistent with the Agreement.
[SIGNATURE ATTACHED BELOW]
Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1445 574
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the Effective Date first written above.
ASSIGNOR: ASSIGNEE:
VANDERMOST CONSULTING ALL4 LLC
SERVICES, INC. d/b/a
VCS ENVIRONMENTAL
By:_______________________ By:_______________________
Print Print
Name: ____________________ Name: ____________________
Date: _____________________ Date: _____________________ CITY:
CITY OF BANNING
By:_______________________
Print
Name: ____________________
Date: _____________________
ATTEST:
By: ______________________
Date: _________
APPROVED AS TO FORM:
By: ______________________
John O. Pinkney, City Attorney
Date: _________
Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 4/29/2026
4/29/2026
Julie Beeman
4/29/2026
Drue Pounds
4/29/2026
Elizabeth Gibbs
4/29/2026
1446 575
EXHIBIT “A”
AGREEMENT
[ATTACHED BELOW]
Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1447 576
AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT
(C00799) FOR WETLANDS PERMITTING CONSULTING AND
STRATEGY SERVICES BY AND BETWEEN CITY OF BANNING AND
ALL4 LLC
THIS AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (“Amendment No. 2”) by and between the CITY OF BANNING (“City”) and ALL4 LLC, a Delaware limited liability company (“Consultant”) is effective as of this day: ______________.
RECITALS
A. City and Vandermost Consulting Services, Inc., a California corporation doing business as VCS Environmental (“VCS”) entered into that certain Contract dated January 11, 2023, for the purpose of providing Wetlands Permitting Consulting and Strategy Services (“Agreement”) following a sole source procurement, as approved by City Council Resolution 2022-145.
B. City and VCS entered into an Amendment No. 1 to the Agreement dated June 10, 2025, to extend the Term of the Agreement to June 30, 2026, as approved by City Council Resolution 2025-80.
C. City Council Resolution No. 2025-80 authorized an extension of the Agreement through January 11, 2026; however, Amendment No. 1 to the Agreement, dated June 10, 2025, extended the Agreement through June 30, 2026. The parties now desire to clarify and correct the Agreement to reflect that the term was intended to continue through June 30, 2026, consistent with Amendment No. 1.
D. On or around January 16, 2026, Consultant entered into a series of corporate transactions pursuant to certain assets of VCS.
E. On April 29, 2026, City, VCS, and Consultant entered into an Assignment and Assumption Agreement where VCS assigned to Consultant the right, title, interest, benefits, privileges, obligations, liabilities, and remedies in, to, and under the Agreement and all of its Amendments.
F. Furthermore, City and Consultant now desire to amend the Agreement to extend the Term of the Agreement to June 30, 2027.
The Parties therefore agree follows:
1. Amended Terms. The Agreement is hereby amended as follows:
1.1 The Term of the Agreement, as set forth in Section 3.4 of the Agreement, is hereby clarified to confirm that the Agreement was extended through June 30, 2026, pursuant to Amendment No. 1 and is further extended through June 30, 577
2027, by this Amendment No. 2, unless sooner terminated or extended as provided in the Agreement.
2. Miscellaneous Provisions
2.1 Continued Effect of Agreement. Except as amended by this Amendment No. 2 all provisions of the Agreement as amended by Amendment Nos. 1 and 2, shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 2. In the event of a conflict between the provisions of this Amendment No. 2 and the provisions of the Agreement or Amendments No. 1 through 2, the provisions of this Amendment No. 2 shall control.
2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. 2.
2.3 Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.
2.4 Counterparts. This Amendment No. 2 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.
2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURE PAGE FOLLOWS]
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The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.
CITY OF BANNING CONSULTANT
Elizabeth Gibbs,
City Manager
NAME:
TITLE:
City Council Approval: _______________ NAME:
TITLE:
ATTEST:
Sandra Calderon
Deputy City Clerk
APPROVED AS TO FORM:
Slovak, Baron, Empey, Murphy & Pinkney
LLP
John O. Pinkney
City Attorney
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED.
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Brandon Robinson, Electrical Engineering Supervisor Art Vela, Director of Public Works
MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-98, Approving Amendment No. 1 to the Professional Services Agreement with Resource Innovations, Inc. for Solar Photovoltaic and Energy Assessment Services
STAFF RECOMMENDATION:
Adopt Resolution 2026-98
BACKGROUND:
On August 8, 2025, the City of Banning Electric Utility ("BEU") solicited a Request for Proposal (RFP) for Solar Photovoltaic and Energy Assessment Services. On September 11, 2025, the City received a total of five (5) proposals. Following a careful review of the proposals by a selection committee, there was consensus that Richard Heath & Associates, Inc. (RHA) should be recommended for the contract award.
On November 12, 2025, the City Council approved Resolution 2025-162, and the parties entered into a Solar PV & Energy Assessment Services Agreement (the “Agreement”) with RHA, and RHA thereafter executed the Agreement on or about March 31, 2026. Prior to the execution of the Agreement, RHA was acquired by Resource Innovation, Inc. (the "Consultant"), and, as part of that acquisition, the Consultant initiated a corporate integration process that included the assignment and transition of RHA’s existing contracts to the Consultant. As part of the transition, the Consultant began integrating RHA’s existing agreements into the Consultant's name and retiring the RHA brand. Staff requests that the agreement be amended to 1) reflect the assignment of the Agreement from RHA to Consultant, confirm that Consultant has assumed all rights, duties, and obligations of RHA under the Agreement, and ensure uninterrupted service continuity and 2) all parties also desire to amend the Agreement to extend its term for an additional period of one hundred eighty (180) days, consistent with Sections 1.8 and 3.4 of the Agreement
JUSTIFICATION:
Since Section 1.14 of the Agreement prohibits assignment of the Agreement without the express written consent of the City, the City now desires to provide such consent subject to the terms of this amendment to the Agreement. Additionally, the City Attorney's office has reviewed the attached Assignment and Addendum to the Agreement document and has provided their concurrence.
FISCAL IMPACT:
There are no new fiscal impacts associated with this Amendment. The initial Agreement in the amount not-to-exceed $60,000 will remain unchanged. Because this amendment will occur several months after the initial Agreement date, the parties also desire to amend the Agreement to extend its term for an 580
additional period of one hundred eighty (180) days, consistent with Sections 1.8 and 3.4 of the Agreement. The budget for expenses related to this agreement will be included in the proposed Fiscal Year 2026/27 Operating Budget.
ATTACHMENTS:
1. Resolution 2026-98 - Amendment No. 1_Solar PV & Energy Agreement.docx
2. Assignment and Addendum to PSA Resource Innovations Inc CLEAN 6.1.26.docx
3. Reso 2025-162.pdf
4. Agreement_Richard Heath & Associates Inc.pdf
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Resolution 2026-98
RESOLUTION 2026-98
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO. 1 OF THE PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE INNOVATIONS, INC. SOLAR PHOTOVOLTAIC AND ENERGY ASSESSMENT
SERVICES
WHEREAS, the City of Banning owns and operates its own Municipal Electric Utility; and WHEREAS, Staff solicited a Request for Proposal ("RFP") on August 8, 2025, to procure Solar Photovoltaic and Energy Assessment Services through the City’s procurement process; and
WHEREAS, On November 12, 2025, the City Council approved Resolution 2025-162 and the parties entered into that certain Solar PV & Energy Assessment Services Agreement (the “Agreement”) with Richard Heath & Associates, Inc. ("RHA"), in the amount not-to-exceed $60,000: $25,000 to complete solar PV and energy assessment related services as a public benefit to utility customers and $35,000 to complete solar PV and energy assessment related services for City projects and future initiatives; and
WHEREAS, Prior to the execution of the Agreement, RHA was acquired by Resource Innovation, Inc. (the "Consultant"), and, as part of that acquisition, the Consultant initiated a corporate integration process that included the assignment and transition of RHA’s existing contracts to the Consultant; and
WHEREAS, Section 1.14 of the Agreement prohibits assignment of the Agreement without the express written consent of the City, and the City desires to provide such consent subject to the terms of this amendment to the Agreement; and
WHEREAS, the parties desire to also amend the Agreement to extend the term of the Agreement for an additional period of one hundred eighty (180) days, consistent with Sections
1.8 and 3.4 of the Agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves Amendment No. 1 of the MSA with Resource Innovations, Inc. in an amount with a total not-to-exceed $60,000 for one (1) year and subsequent amendments to extend the Agreement for up to four (4) additional one-year terms.
SECTION 2. The City Council authorizes the City Manager to make non-substantive changes to the Amendment and to execute the Amendment with Richard Heath & Associates, Inc. on behalf of the City Council.
SECTION 3. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.
SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. 582
Resolution 2026-98
PASSED, APPROVED AND ADOPTED this 23rd day of June, 2026.
Richard Royce, Mayor
City of Banning
ATTEST:
Sandra Calderon, Deputy City Clerk
City of Banning
APPROVED AS TO FORM:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
583
Resolution 2026-98
CERTIFICATION:
I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-98, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 23rd day of June, 2026 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Deputy City Clerk
City of Banning, California
584
Resolution 2026-98
EXHIBIT A
Amendment No.1 to the Agreement
585
ASSIGNMENT AND AMENDMENT NO. 1
TO
SOLAR PV & ENERGY ASSESSMENT
SERVICES AGREEMENT
City of Banning AND
Richard Heath & Associates, Inc.
THIS ASSIGNMENT AND AMENDMENT NO. 1 (“Addendum”), dated (“Addendum Effective Date”), between the City of Banning (“City”), Resource Innovations, Inc. (the “Consultant”), a Delaware corporation with a principal address of 400 N. Michigan Avenue, S600, Chicago, Illinois 60611, and Richard Heath & Associates, Inc. (“RHA”), a California corporation with a principal address of 590 W. Locust Street, Suite 103 Fresno, California 93560; assigns, modifies, amends and supplements the terms and conditions of the SOLAR PV & ENERGY ASSESSMENT SERVICES AGREEMENT dated as of November 12, 2025 (the “Agreement”) between City and the Consultant.
RECITALS
WHEREAS, the Richard Heath & Associates, Inc. (“RHA”) was acquired on or about January 28, 2025 by Consultant;
WHEREAS, the City issued Request for Proposals No. 25-107 for Solar Photovoltaic and Energy Assessment Services on or about August 8, 2025, and, following evaluation of proposals received, selected RHA for award of the contract; WHEREAS, on November 12, 2025, the City Council approved and the parties entered into that certain Solar PV & Energy Assessment Services Agreement (the “Agreement”) with RHA, and RHA thereafter executed the Agreement on or about March 31, 2026; and
WHEREAS, prior to the execution of the Agreement, RHA was acquired by Consultant, and, as part of that acquisition, Consultant initiated a corporate integration process that included the assignment and transition of RHA’s existing contracts to Consultant;
WHEREAS, in or about February 2026, Consultant began to integrate RHA’s existing agreements into Consultants and retire the RHA brand; WHEREAS, the parties now desire to amend the Agreement to reflect the assignment of the Agreement from RHA to Consultant, confirm that Consultant has assumed all rights, duties, and obligations of RHA under the Agreement, and ensure continuity of services without interruption;
WHEREAS, the Consultant hereby acknowledges and agrees to perform all responsibilities, accept all warranties, and comply with all obligations set forth in the Agreement;
586
WHEREAS, Section 1.14 of the Agreement prohibits assignment of the Agreement without the express written consent of the City, and the City now desires to provide such consent subject to the terms of this Addendum; WHEREAS, RHA desires to assign all of its rights, duties, and obligations under the Agreement, as amended, to Consultant, and Consultant desires to accept such assignment and assume all obligations and liabilities arising under the Agreement; WHEREAS, the City is willing to consent to such assignment and assumption subject to the terms and conditions of this Addendum;
WHEREAS, Section 8.4 of the Agreement provides that any modification to the Agreement be by written agreement between Consultant and City; WHEREAS, the parties desire to amend the Agreement to extend the term of the Agreement for an additional period of one hundred eighty (180) days, consistent with Sections 1.8 and 3.4 of the Agreement;
WHEREAS, the Consultant represents and warrants that it has full power and authority under its organizational documents to execute and deliver this Addendum, and that no further action or approval is necessary to authorize this Addendum; WHEREAS, except as expressly amended by this Addendum, the Agreement remains unmodified and in full force and effect;
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants contained herein, the parties agree as follows:
1. The parties hereby agree that the recitals set forth in this Addendum are deemed incorporated into this Addendum and the Agreement by this reference.
2. Defined Terms. Unless otherwise expressly defined herein, all capitalized terms used in this Addendum shall have the meanings ascribed to them in the Agreement.
3. Assignment. Subject to the terms and conditions of this Addendum and effective as of the Effective Date, RHA hereby irrevocably sells, grants, assigns, transfers, conveys, and sets over to Consultant, and Consultant hereby accepts from RHA, all of RHA’s right, title, interest, benefits, privileges, obligations, liabilities, and remedies in, to, and under: (i) the Agreement and all of its terms, provisions, and conditions; (ii) all amendments, modifications, supplements, change orders, and extensions thereof existing as of the Effective Date; and (iii) all claims, causes of action, rights to payment, rights to performance, and other rights and interests of RHA relating to the Agreement after the Effective Date, including without limitation all rights to receive compensation, fees, reimbursements, and any other amounts due or to become due from City under the Agreement.
4. Scope of Assignment. The assignment made herein is intended to be absolute and to transfer to Consultant all of RHA’s rights and interests as contractor/consultant 587
under the Agreement, such that, from and after the Effective Date, Consultant shall be entitled to stand in the place of RHA with respect to all such rights and interests, subject to and in accordance with the terms of this Addendum and the Agreement.
5. No Partial Assignment. The assignment set forth herein constitutes a transfer of the Agreement in its entirety, and not a partial assignment or division of rights or obligations.
6. Assumption by Resource Innovations, Inc.
A. Assumption of Obligations. Subject to the terms and conditions of this Addendum and effective as of the Effective Date, Consultant hereby: (i) accepts the assignment of the Agreement from RHA as set forth in this Addendum; and (ii) assumes, undertakes, and agrees to be bound by, perform, pay, discharge, and observe, in accordance with their respective terms, each and every covenant, duty, obligation, and liability of RHA under the Agreement, whether such covenant, duty, obligation, or liability: (a) arose, accrued, or relates to services performed or to be performed on, before, or after the Effective Date; or (b) arises or accrues after the Effective Date.
B. Specific Assumed Obligations. Without limiting the generality of this Addendum, Consultant expressly assumes, in accordance with and subject to the terms of the Agreement: (i) all obligations to perform the Services (as defined in the Agreement), including all tasks set forth in Exhibit A (Scope of Services) thereto; (ii) all payment obligations owing to third parties, including sub-consultants and suppliers, in connection with the performance of the Services; (iii) all insurance obligations set forth in Article 4 of the Agreement, including without limitation the procurement and maintenance of: commercial general liability insurance; automobile liability insurance; workers compensation and employers liability insurance (or appropriate declarations in the absence of employees); and professional liability/errors and omissions insurance, in the minimum amounts and with the endorsements required by the Agreement, including the endorsement of City as an additional insured where specified; (iv) all indemnification, hold harmless, and defense obligations set forth in Section 4.12 of the Agreement, which shall apply to Consultant and Consultant’s officers, employees, agents, and sub-contractors, with the same scope and effect as they applied to RHA and RHA’s officers, employees, agents, and sub-contractors; (v) all obligations regarding service records, reports, ownership of documents, confidentiality, and release of information as set forth in Article 5 of the Agreement; and (vi) all other obligations and duties of RHA under the Agreement, including without limitation compliance with laws, conflict of interest obligations, non-discrimination obligations, and any other covenants imposed upon RHA therein.
7. Continuing Performance. Consultant shall perform the Services and all other obligations under the Agreement in accordance with the highest professional standards and all other performance standards set forth in the Agreement, and acknowledges that City relied upon the experience, knowledge, capability, and reputation of RHA and its key personnel in awarding the Agreement. 588
Consultant shall designate a Representative (defined below) acceptable to City and City retains the right to approve or reject key personnel. Consultant designates Roland Mollen as its representative (“Representative”).
8. Consent to Assignment and Assumption. Subject to the terms and conditions of this Addendum and effective as of the Effective Date, City: (i) hereby consents, pursuant to Section 1.14 of the Agreement and any other applicable provision thereof, to the assignment by RHA to Consultant of all of RHA’s right, title, and interest in and to the Agreement, as set forth in this Addendum; and (ii) hereby consents to and acknowledges the assumption by Consultant of all covenants, duties, obligations, and liabilities of RHA under the Agreement, as set forth in this Addendum.
9. Novation; Substitution of Party. Subject to the satisfaction of the conditions set forth herein and in consideration of the mutual covenants herein, City, RHA, and Consultant hereby agree that, as of the Addendum Effective Date: (i) Consultant shall be and is hereby substituted for RHA as the contractor/consultant under the Agreement; (ii) the Agreement shall thereafter be deemed to be by and between City and Consultant, and all references in the Agreement to contractor/consultant shall be deemed to refer to Resource Innovations, Inc.; and (iii) except as expressly provided in this Addendum, City hereby releases RHA from the performance of the covenants, duties, obligations, and liabilities of contractor/consultant under the Agreement with respect to services and obligations first arising after the Effective Date. Notwithstanding the assignment and assumption contemplated herein, Resource Innovations, Inc. shall be solely responsible and liable for any and all claims, demands, liabilities, damages, losses, costs, and expenses arising out of or related to the acts, errors, omissions, or willful misconduct of RHA in connection with the performance of the Agreement, whether occurring before, on, or after the Effective Date of this Addendum.
10. Additional Representations and Warranties of RHA. RHA further represents and warrants to City and Consultant that, as of the Addendum Effective Date:
A. Ownership of Assigned Agreement. RHA is the lawful holder of all of RHA’s right, title, and interest in and to the Agreement, free and clear of any liens, security interests, pledges, encumbrances, or other adverse claims of any nature whatsoever, other than those imposed by the Agreement itself.
B. No Prior Assignment. RHA has not previously assigned, transferred, or conveyed its interests in the Agreement, in whole or in part, to any other person or entity, and no person or entity other than Consultant shall have any rights as a result of this assignment.
C. Accuracy of Assigned Agreement. The copy of the Agreement attached hereto as Exhibit “A” is a true, complete, and correct copy of the Agreement (and any other written amendments or modifications existing as of the Effective Date), and there are no other written or oral amendments, modifications, or side agreements with respect thereto, except as disclosed in writing to City and Consultant. 589
D. No Known Default. To RHA’s knowledge, (a) RHA is not in material default under the Agreement, (b) City is not in material default under the Agreement, and (c) no event has occurred which, with the passage of time or the giving of notice, would constitute a material default by RHA or City under the Agreement, except as disclosed in writing to City and Consultant prior to the Addendum Effective Date. RHA represents all subcontractors and suppliers have been paid and no claims or liens exist.
E. Compliance with Agreement. RHA acknowledges and agrees that City’s consent to this Addendum is being obtained pursuant to Section 1.14 of the Agreement, and that no purported assignment, transfer, or change of control of RHA with respect to the Agreement has been or will be effective unless and until City has provided its express written consent as set forth herein.
11. Additional Representations and Warranties of Resource Innovations, Inc.
Consultant further represents and warrants to City and RHA that, as of the Effective Date:
A. Qualification and Experience. Consultant has, and will maintain during the term of the Agreement, the qualifications, experience, personnel, and facilities necessary to properly perform, in a thorough, competent, and professional manner, the Services and all other obligations required under the Agreement, and is experienced in performing services of the type contemplated therein.
B. Licenses and Approvals. Consultant has obtained and will maintain all licenses, permits, certificates, approvals, and other authorizations required by law to perform the Services under the Agreement within the State of California and within the jurisdiction of City, including but not limited to any required business licenses.
C. Insurance. Consultant either (a) currently maintains or (b) will maintain, contemporaneously with the Effective Date and thereafter during the term of the Agreement, all insurance coverages required of Consultant under Article 4 of the Agreement, in the required types, amounts, and with required endorsements, including the naming of City as an additional insured where specified.
D. No Debarment. Consultant has not been debarred, suspended, or otherwise declared ineligible from contracting with any governmental entity, including any state or local agency in the State of California, and to Consultant’s knowledge no such proceedings are pending or threatened.
12. Pursuant to Sections 1.8 and 3.4 of the Agreement, the term of the Agreement is hereby extended for an additional period of one hundred eighty (180) days beyond its current expiration date. The new expiration date is July 3, 2027. The parties acknowledge that such extension does not exceed the administrative authority of the Contract Officer.
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13. No Change in Compensation. This Addendum does not increase the total compensation payable under the Agreement.
14. Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Addendum and the terms and provisions of the Agreement, the terms and provisions of this Addendum shall control as between the parties, but only to the extent necessary to give full effect to the assignment, assumption, consent, and novation contemplated hereby. Except as expressly modified by this Addendum, the Agreement shall remain in full force and effect.
15. Agreement in Full Force and Effect. City confirms and agrees that, as of the Addendum Effective Date, the Agreement: (i) remains in full force and effect, unmodified except as expressly provided by this Addendum; and (ii) is a valid and binding obligation of City and Consultant (as successor to RHA), enforceable in accordance with its terms, subject only to applicable principles of equity and bankruptcy or similar laws affecting creditors rights generally.
16. No Waiver of Future Rights. Nothing herein shall be construed as a waiver or relinquishment by City of any right, remedy, protection, or benefit afforded to City under this Addendum, Agreement, or applicable law, all of which are hereby expressly reserved.
17. Representations and Warranties. Each party represents and warrants to the other parties that, as of the Effective Date:
A. Due Organization and Existence. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own its properties and to carry on its business as now conducted.
B. Authority, Execution and Delivery. It has the full right, power, and authority to enter into this Addendum and to consummate the transactions contemplated hereby; the execution, delivery, and performance of this Addendum by such party have been duly authorized by all necessary corporate, limited liability company, municipal, or other action; and this Addendum has been duly executed and delivered by such party.
C. Binding Obligation. This Addendum constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, subject only to applicable principles of equity and bankruptcy or similar laws affecting creditors’ rights generally.
D. No Conflict. The execution, delivery, and performance of this Addendum by such party do not and will not: (i) violate its bylaws, operating agreement, or similar organizational documents; (ii) conflict with or result in a violation or breach of, or constitute a default under, any material contract, agreement, instrument, order, judgment, or decree to which such party is a party or by which it is bound; or (iii) violate any applicable law, rule or regulation in any material respect. 591
18. Miscellaneous.
A. Further Assurances. Each party shall, upon the reasonable request of any other party, execute and deliver such further instruments and documents and take such additional actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Addendum and to effectuate the assignment, assumption, consent, and novation contemplated hereby.
B. Notices. From and after the Effective Date, all notices, demands, and communications required or permitted to be given under the Agreement to Consultant shall be given to Consultant at the address set forth below (or at such other address as Consultant may hereafter designate in writing). RHA shall cooperate reasonably with City and Consultant to update contact information and to ensure an orderly transition.
Consultant: Resource Innovations, Inc.
Attn: Legal Department
400 North Michigan Avenue, Suite 600
Chicago, IL 60611
United States
Email: [email protected]
C. Governing Law, Venue. This Addendum, and any dispute arising out of or relating to this Addendum or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law rules. The parties agree that venue in any litigation between them shall be in Riverside County, California.
D. Incorporation by Reference. Except as expressly modified herein, all terms, conditions, covenants, and provisions of the Agreement are hereby incorporated into this Addendum by this reference as though fully set forth herein.
E. Entire Agreement. This Addendum, together with the Agreement (as attached hereto as Exhibit “A”), constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral, relating to such subject matter, including, without limitation, if any, notice by the parties to the extent inconsistent with this Addendum.
F. Amendments. This Addendum may be amended, supplemented, or modified only by a written instrument executed by duly authorized representatives of all three parties and, with respect to City, approved in the manner required for amendments to the Agreement (including City Council approval where required).
G. Severability. If any portion, section, sentence, provision or paragraph of this Addendum is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the entire balance of this Addendum not so affected shall remain in full force and effect.
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H. No Third-Party Beneficiaries. Except as expressly provided in the Agreement with respect to City’s Indemnitees or other expressly identified beneficiaries, nothing in this Addendum, express or implied, is intended to or shall confer upon any person or entity other than the parties and their respective permitted successors and assigns any rights, benefits, or remedies of any nature whatsoever.
I. Successors and Assigns. This Addendum shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Any further assignment by Consultant of the Agreement or this Addendum shall be subject to the assignment restrictions and approval requirements set forth in the Agreement and applicable law.
J. Counterparts; Electronic Signatures. This Addendum may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile, electronic mail in portable document format (PDF), electronic signature platform, or other electronic means shall be deemed original signatures for all purposes and shall have the same force and effect as original wet ink signatures.
K. Interpretation. The headings in this Addendum are for convenience only and shall not affect the interpretation of any provision. The terms hereof, herein, hereunder, and similar terms refer to this Addendum as a whole and not to any particular provision. The word including means including without limitation. This Addendum shall be construed according to its fair meaning and not strictly for or against any party, regardless of which party or its counsel drafted this Addendum.
L. Attorneys Fees. In any action or proceeding arising out of or relating to this Addendum, the prevailing party shall be entitled to recover its reasonable attorneys fees’ and costs, in addition to any other relief to which such prevailing party may be entitled, in a manner generally consistent with the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed, each acting under due and proper authority as set forth below as of the Amendment Effective Date.
[SIGNATURE PAGE FOLLOWS]
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Resource Innovations, Inc. City of Banning
By: By:
NAME: Lauren Casentini
TITLE: CEO
Date:
NAME:
TITLE: City Manager
Date:
Richard Heath & Associates, Inc.
By:
NAME: Cynthia Rafferty
TITLE: President
Date:
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EXHIBIT “A”
AGREEMENT
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CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Brandon Robinson, Electrical Engineering Supervisor Fred Lyn, Deputy Electric Utility Director
MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-162, Approving the Professional Services Agreement with Richard Heath & Associates, Inc. for Solar Photovoltaic and Energy Assessment Services
RECOMMENDATION:
Adopt of Resolution 2025-162
BACKGROUND:
The City of Banning Electric Utility (BEU) for many years had the benefit of participating in professional services agreements through the Southern California Public Power Authority (SCPPA) at the request of, and on the behalf of, its members through the use the use of Public Benefit Funds. The scope of services performed through these professional services agreements included the exchange of information regarding energy efficiency, assessment of renewable energy projects such as solar photovoltaic (PV) and battery storage installations, research and development programs and low-income assistance services.
BEU has executed task orders with SCPPA for the use of solicited vendors to complete power quality and solar PV assessments for City owned facilities and City electric customers' properties including, but not limited to the following: roof-mounted systems, ground mounted systems, and parking structures.
These vendors have also completed several energy audits for BEU's residential customers, businesses and the Banning Unified School District.
In an effort to continue support for distributed energy resource (DER) review and development, power quality, and other energy assessments services, BEU solicited a Request for Proposal (RFP) for Solar Photovoltaic and Energy Assessment Services on August 8, 2025. On September 11, 2025, the City received a total of five (5) proposals for the contract services. Following a careful review of the proposals by a selection committee, there was consensus that Richard Heath & Associates (RHA) should be recommended for contract award.
JUSTIFICATION:
BEU has utilized contracted services to complete solar PV plan check and other energy related assessments as a public benefit to BEU customers for several years. This function allows BEU to execute review and approval of DER projects in a streamlined and timely manner. 1 596
In addition to many mandated electric utility reporting and regulatory requirements, California Assembly Bill 723 (2011) requires municipal electric utilities to collect revenues for the following Public Benefit Programs:
Cost-effective demand-side management services to promote energy efficiency and energy conservation.
New investments in renewable energy resources and technologies consistent with existing statutes and regulations which promote those resources and technologies.
Research, development and demonstration programs for the public interest to advance science or technology which is not adequately provided by competitive and regulated markets.
Services provided for low-income electricity customers, including but not limited to, targeted energy efficiency services and rate discounts.
Several of the services listed within this contract will be eligible for completion through the use of BEU Public Benefit funds.
FISCAL IMPACT:
Staff recommends approval and adoption of the Professional Service Agreement with Richard Heath & Associates, Inc (RHA) in the amount of $60,000 for one (1) year, with the option of four (4) additional one-year extensions.
The fiscal impacts of this one-year agreement are as follows:
$25,000 to complete solar PV and energy assessment related services as a public benefit to BEU customers as requested. Funds for this task are available in the Public Benefit Fund account 675- 7020-473.33-25.
$35,000 to complete solar PV and energy assessment related services for City projects and other related initiatives. Funds for this task shall be appropriated from the Electric Fund to Professional Services account 670-7000-473.33-11.
ALTERNATIVES:
Reject award to RHA and all other bids and provide alternative direction.
BUDGETED?:
Yes
CONTRACT/AGREEMENT:
Yes
ATTACHMENTS:
1. 2025-162_Reso_Solar___Energy.docx
2. Professional_Services_Agreement_Template_with_Prevailing_Wage_-_provided_by_RWG_4-24-23 (14).docx
3. RFP 25-107_w Addendum 2.pdf
4. Proposal_to_the_City_of_Banning_-_Solar_PV_and_Energy_Assessments.pdf
5. Proposal_to_the_City_of_Banning_-_Solar_PV_and_Energy_Assessments_-_Pricing (1).pdf 2 597
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631
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Ralph Wright, Parks and Recreation Director MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-99, Approving the Agreement with Riverside County Children and Families Commission Allowing the City of Banning to Provide Swim Lessons Scholarships to Eligible Children Under the Age of Five
STAFF RECOMMENDATION:
Adopt Resolution 2026-99
BACKGROUND:
The Riverside County Children and Families Commission provides services through First Five California to support and optimize early childhood development for children from prenatal to the age of five. The funding for these programs and services was established and provided beginning in 1998 through the California Children and Families Act (Proposition 10). One of the First Five California service areas, through their mission, is to provide programming that emphasizes children's health and drowning prevention programs, like Learn to Swim programs, which are an avenue to deliver this service.
The Riverside County Children and Families Commission partnered with the City of Banning Parks and Recreation Department by offering up to 100 scholarships for eligible children 6 months of age through 5 years of age. The term of the agreement was from April 1, 2025, through June 30, 2026. During this period, the City registered over 33 eligible participants through the grant program, and all registration fees were supported by the grant for these registrants.
The Riverside County Children and Family Commission has offered to enter into a new fourteen-month agreement for the remainder of the 2026 and 2027 aquatic season. The grant would have a maximum funding of a Not to Exceed amount of $4,000. The Banning Parks and Recreation Department would allow eligible registrants to participate in this program within the existing swim lessons program and schedule. Depending on participation levels, the department may create additional swim lesson sessions in the 2026 or 2027 aquatic season specifically for this program. There is no added cost to the City from offering these programs, and all program costs will be reimbursed from the funds provided under this agreement.
The scholarship program will provide swim lessons to eligible children ages six months to five years, with priority given to families eligible for public assistance, those who have experienced near drowning, or those at risk for drowning, as well as families served by First 5 Riverside County Funded agency.
Lessons will be offered on a first-come, first-served basis to families that meet one or more of the following criteria:
Children served by a First 5 Riverside County-funded agency.
Children who have experienced a near drowning or who are at a greater risk for drowning (ex. 632
child who lives near an open body of water)
Children of families eligible for public assistance, including but not limited to:
CalWorks
CalFresh
Medi-Cal
WIC
Quality Start Riverside County CAPP/RHAP
Other Criteria as approved by First 5 Riverside County that define eligibility Participating children must be at least six months old to enroll. Priority enrollment will be given to children who are high risk for drowning: those living in a home with access to a pool, have a family member with a pool, infants/toddlers, children who have experienced a near drowning, and children involved in the child welfare system.
JUSTIFICATION:
The agreement with Riverside County Children and Families Commission will provide scholarships to eligible children in the community that might otherwise be unable to participate and without participation in drowning prevention and learn to swim programs could put them at risk for accidental drowning and negative health impacts.
FISCAL IMPACT:
All programming costs incurred by the City for the swim lessons associated with the agreement will be completely reimbursed by the provided scholarships. There is minimal staff time associated with reporting, as the City of Banning will be responsible for providing demographic information and results to the Riverside County Children and Families Commission, along with monthly and quarterly reimbursement requests. The budget for expenditures related to this grant will be included in the proposed Fiscal Year 2026/27 Operating Budget.
ATTACHMENTS:
1. Att_1_Resolution_2026-99_Agreement_with_RCCFC_Learn_to_Swim_Program.docx
2. Draft__RCCFSC_and_COB_Swim_Lessons_agreement_7.1.26-8.31.27-_unsigned.docx 633
Resolution 2026-99
RESOLUTION 2026-99
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
APPROVING THE AGREEMENT WITH RIVERSIDE COUNTY CHILDREN AND FAMILIES
COMMISSION TO ALLOW THE CITY TO PROVIDE SWIM LESSONS SCHOLARSHIPS TO
ELIGIBLE CHILDREN UNDER THE AGE OF FIVE
WHEREAS, the Riverside County Children and Family Commission is an assembly of Commissioners appointed by the Riverside County Board of Supervisors responsible for directing Proposition 10 funds; and
WHEREAS, Proposition 10 established First 5 California and supports and optimizes early childhood development programs that emphasize child health and other services and programs for children prenatal through age 5; and
WHEREAS, one program area that serves the First 5 California mission and the health and safety of children under the age of 5 are drowning prevention programs like learn to swim programs; and
WHEREAS, Riverside County Children and Family Services Commission has funding available for swim lessons program for children under 5 years of age; and WHEREAS, The City of Banning Parks and Recreation Department offers a variety of healthy, affordable, and safe activities in the Repplier Park Aquatic Center including a learn-toswim program for children 6 months through 5 years of age; and WHEREAS, The City Council of the City of Banning adopted Resolution 2025-33 on March 11, 2025 approving an agreement with Riverside County Children and Family Services Commission with a term of fifteen months, from April 1, 2025-June 30, 2026; and WHEREAS, The City of Banning complied with all requirements of the grant during the initial term and 33 children ages 6 months through 5 years of age took advantage of the program scholarship and were provided with important swim lessons skills; and WHEREAS, The Riverside County Children and Families Service Commission would like to enter into a new contract to provide up to 80 swim lessons for children under the age of 5 with the City of Banning Parks and Recreation Department; and WHEREAS, The City of Banning would like to enter into a new agreement with a fourteenmonth term, effective from July 1, 2026 through August 31, 2027.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves the agreement with Riverside County Children and Families Commission for the Investment of Funds for a 14-month term for a maximum reimbursement amount of Four Thousand dollars and no cents ($4,000.00).
SECTION 2. The City Council authorizes the City Manager or her designees to make nonsubstantive changes and to execute the agreement with Riverside County Children and Families Commission on behalf of the City Council.
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Resolution 2026-99
SECTION 3. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.
SECTION 4. The City Clerk shall certify 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 23th day of June 2026.
Richard Royce, Mayor
City of Banning
ATTEST:
Sandra Calderon, Deputy City Clerk
City of Banning
APPROVED AS TO FORM:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
635
Resolution 2026-99
CERTIFICATION:
I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-99, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 23rd day of June 2026 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Deputy City Clerk
City of Banning, California
636
Resolution 2026-99
Exhibit A
Draft Agreement with RCCFC for Swim lessons – July 1, 2026-August 31, 2027 637
RIVERSIDE COUNTY CHILDREN AND FAMILIES COMMISSION CONTRACT INVESTMENT OF FUNDS
585 Technology Court
Riverside, California 92507
RCCFC AWARD: CF26126
CONTRACTOR: City of Banning
CONTRACT TERM: 07/01/2026 – 08/31/2027
MAXIMUM REIMBURSABLE AMOUNT: $4,000
Compensation: The CONTRACTOR designated above is hereby certified for an Investment of Funds in an amount not to exceed FOUR THOUSAND DOLLARS ($4,000) over the life of the Contract, as awarded by the Riverside County Children and Families Commission, also known as First 5 Riverside County, (hereinafter the “COMMISSION” or “COUNTY”), provided pursuant to the California Children and Families Act of 1998, also known as Proposition 10 (CA Health and Safety Code § 130100- 130155), or other COMMISSION administered funds to provide services and results as set forth in Attachments A, B, C and D attached hereto as incorporated herein by reference.
IN WITNESS WHEREOF, COMMISSION and CONTRACTOR have executed this Contract.
Authorized Signature for COMMISSION: Authorized Signature for CONTRACTOR:
Charna Widby,
Executive Director
Elizabeth Gibbs,
City Manager and Authorized Signatory
Date Signed: Date Signed:
585 Technology Court
Riverside, CA 92507-2423
99 East Ramsey Street
Banning, CA 92220
APPROVED AS TO FORM SIGNATURE:
Kristine Bell-Valdez
Kristine Bell-Valdez
Supervising Deputy County Counsel
Date Signed:
06/10/2026
ATTEST SIGNATURE:
Lynn M. Stephens
Executive Assistant IV
Date Signed:
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CF26126 A0-CTBAN-DPSWM
Approved Contract Template (03/12/25) - Action Item 25-09 Page 2 of 34 CF26126 A0-CTBAN-DPSWM
Approved Contract Template (03/12/25) - Action Item 25-09
RIVERSIDE COUNTY CHILDREN AND FAMILIES COMMISSION
CONTRACT TERMS AND CONDITIONS
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CF26126 A0-CTBAN-DPSWM
Approved Contract Template (03/12/25) - Action Item 25-09 Page 3 of 34 Contents
1. NOTICES.......................................................................................................................................... 5
2. SOURCE AND SCOPE OF CONTRACT......................................................................................... 5
3. DEFINITIONS................................................................................................................................... 5
4. TERM ............................................................................................................................................... 6
5. COMPLIANCE, DISALLOWANCE, WITHHOLDING...................................................................... 6
6. TERMINATION................................................................................................................................ 6
7. REQUIREMENT OF SUPPLEMENTING PROGRAM.................................................................... 7
8. DATA MANAGEMENT...................................................................................................................... 7
9. SCOPE OF WORK (SOW) .............................................................................................................. 8
10. REIMBURSEMENT OF COSTS .................................................................................................... 8
11. FISCAL AND PROGRAM REPORTING REQUIREMENTS.......................................................... 9
12. REIMBURSEMENT OF FUNDS TO THE COMMISSION ........................................................... 10
13. COMMISSION FISCAL REQUIREMENTS.................................................................................. 11 A. Diversifying Funding Sources ............................................................................11 B. Budget Revisions...............................................................................................11 C. Amendments .....................................................................................................11 D. Cost Allocation Plan...........................................................................................11 E. Overhead/Indirect Costs ................................................................................... 12 F. Revenues Received .......................................................................................... 12 G. Payroll Taxes .................................................................................................... 12 H. Payor of Last Resort......................................................................................... 12
14. CONTRACTOR AUDIT REQUIREMENTS.................................................................................. 13
15. INVENTORIABLE EQUIPMENT.................................................................................................. 13
16. REVERSION OF ASSETS........................................................................................................... 14
17. TOBACCO CONTROL POLICY................................................................................................... 14
18. CONDUCT OF BUSINESS.......................................................................................................... 14
19. RECORDS MANAGEMENT AND MAINTENANCE .................................................................... 15
20. PUBLIC DISCLOSURE OF DOCUMENTS ................................................................................. 16
21. INSPECTIONS, PROGRAM MONITORING, AND CONTRACT ADMINISTRATIVE REVIEW BY ........................................................................................................................................................... 16 COMMISSION ......................................................................................................... 16
22. GOVERNING LAW AND VENUE................................................................................................. 17
23. CONTRACTOR SUBCONTRACTS FOR WORK OR SERVICES.............................................. 17
24. PUBLICITY AND ATTRIBUTION REQUIREMENTS ................................................................... 18
25. PROHIBITION OF POLITICAL/RELIGIOUS ACTIVITY .............................................................. 19
26. WORK PRODUCT ....................................................................................................................... 19
27. NON-DISCRIMINATION .............................................................................................................. 19
28. CHILD ABUSE REPORTING....................................................................................................... 19
29. DEPARTMENT OF JUSTICE CLEARANCE ............................................................................... 20
30. ADULT AND ELDER ABUSE REPORTING................................................................................. 20
31. INDEPENDENT CONTRACTOR................................................................................................. 20
32. HOLD HARMLESS/INDEMNIFICATION ..................................................................................... 20
33. INSURANCE ................................................................................................................................ 21
34. ASSIGNMENT.............................................................................................................................. 24
35. ALTERATION AND/OR AMENDMENT ........................................................................................ 24
36. CONFLICT OF INTEREST .......................................................................................................... 24
37. WAIVER AND SEVERABILITY.................................................................................................... 24
38. DISALLOWANCE......................................................................................................................... 24
39. OFFICIAL DOCUMENTS............................................................................................................. 24
40. ENTIRE CONTRACT................................................................................................................... 25 640
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 4 of 34
41. NONEXCLUSIVE CONTRACT.................................................................................................... 25
42. CERTIFICATION OF AUTHORITY TO EXECUTE THIS CONTRACT........................................ 25
43. COMPLIANCE WITH LAW........................................................................................................... 25
44. CONFLICTS IN INTERPRETATION ............................................................................................ 25
45. COUNTERPARTS........................................................................................................................ 25 ATTACHMENT A: SCOPE OF WORK............................................................................................... 25 ATTACHMENT B: BUDGET............................................................................................................... 29 ATTACHMENT C: PAYMENT PROVISIONS..................................................................................... 30 ATTACHMENT D: COMPREHENSIVE TOBACCO CONTROL POLICY.......................................... 32 ATTACHMENT F: USE OF DATA AND CONFIDENTIALITY............................................................. 32 641
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 5 of 34 Terms and Conditions
1. NOTICES
All correspondence and notices required or contemplated by this Contract shall be delivered to the respective parties at the addresses set forth below and are deemed submitted one day after deposit in the United States mail, postage prepaid:
COMMISSION: CONTRACTOR:
Charna Widby Elizabeth Gibbs
Executive Director City Manager First 5 Riverside County 99 East Ramsey Street
585 Technology Court Banning, CA 92220
Riverside, CA 92507
Or to such other address as the parties may hereafter designate in writing.
2. SOURCE AND SCOPE OF CONTRACT
A. The COMMISSION, created by California Children and Families Act of 1998, also known as Proposition 10 (CA Health and Safety Code § 130100- 130155), was established by the County of Riverside in Riverside County Ordinance No. 784 as a department of the County that maintains its statutority established independant authority.
B. This Contract award is valid and enforceable only if sufficient funds are available to the COMMISSION from Proposition 10 tax dollars or other COMMISSION administered funds for the total term of the Contract. It is mutually agreed that if sufficient funds are not available this Contract shall be amended to reflect any reduction in funds.
C. This Contract is subject to any additional restrictions, limitations, or conditions enacted by the State of California, which may affect the provisions, terms, or funding of this Contract in any manner.
D. This Contract award is designated for an investment of funds to provide services to address Child Health & Development, Quality Early Learning or Resilient Families in accordance with the current COMMISSION Strategic Plan. Services shall align with the goals of Proposition 10 and/or other designated funding streams and shall be implemented in accordance with applicable restrictions, guidelines, and reporting requirements.
E. Appendix I: Special Terms and Conditions, and Attachments A: Scope of Work, B: Budget, C:
Payment Provisions, D: Comprehensive Tobacco Control Policy, E: Business Associate Agreement, F: Use of Data and Confidentiality, G: Remote Access User Agreement, and H:
Whole Person Health Score Assessment Master Agreement, are attached hereto and incorporated herein.
3. DEFINITIONS
Terminology included within the Terms and Conditions of the Contract are defined by the Riverside County Children & Families Commission as stated below:
Commission: The Riverside County Children & Families Commission, an assembly of Commissioners appointed by the Riverside County Board of Supervisors, which is responsible for establishing policy and directing Proposition 10 funds at the County level.
Contractor: The government or other legal entity to which the Contract is awarded and which shall be accountable to the Commission for the use of funds provided. 642
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 6 of 34 County: The Riverside County Children & Families Commission, the County of Riverside, its Agencies, Districts, Special Districts and Departments, respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives.
Data Management System: An online data management system used to collect and analyze client demographics, services, and target accomplishments.
Executive Director: The designated lead director of the Commission.
Fiscal Year: The Commission’s fiscal year is July 1 through June 30.
Performance Target: The specific results that a CONTRACTOR will commit to achieving as outlined in the Scope of Work.
Performance Target Accomplishment Schedule: The specific timeline that a CONTRACTOR will commit to adhere to achieving specific results as outlined in the Scope of Work.
Probationary Status: CONTRACTOR is given notice of non-compliance after failing to correct deficiencies and has been placed in a status that may require additional monitoring, announced and unannounced visits, additional reporting by CONTRACTOR, an evaluation by COMMISSION staff and a report to the COMMISSION inclusive of recommendations regarding the disposition of the Contract.
Scope of Work (SOW): A documented qualitative and quantitative description of the project deliverables (i.e, what the CONTRACTOR is funded to do).
4. TERM
The term of this Contract shall be from 07/01/2026 through 08/31/2027 unless terminated sooner by the provisions herein by either party. Funds shall not be automatically renewed by the COMMISSION upon or after the term of the Contract except by formal amendment approved by the COMMISSION.
5. COMPLIANCE, DISALLOWANCE, WITHHOLDING
If CONTRACTOR fails to comply with any conditions contained within this Contract, the COMMISSION may place the CONTRACTOR in a probationary status, temporarily withhold payments until the deficiency is corrected, deny funds for all or part of the cost of activity not in compliance, and/or request repayment to the COMMISSION if any disallowance is rendered after audit findings. Written notification of non-compliance will be sent to the identified contact person and the CONTRACTOR’s Executive Director or other lead staff authorized by the CONTRACTOR’s governing board or ownership within twenty (20) working days.
6. TERMINATION
A. By COMMISSION: The COMMISSION may, by written notice to CONTRACTOR, terminate this Contract in whole or in part at any time for the reasons as set forth below. Upon receipt of notice, the CONTRACTOR shall immediately discontinue all services affected (unless the notice directs otherwise).
1. Termination for cause:
a. Due to Default or Breach of Contract. Upon default by the CONTRACTOR in the performance of this Contract or material breach of any of its provisions which include but are not limited to; change in status or delegation, assignment or alteration of the services outlined in Attachment A of this Contract, the COMMISSION may immediately terminate this Contract by written notice, which shall be effective upon receipt by CONTRACTOR, unless COMMISSION provides CONTRACTOR the opportunity to 643
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 7 of 34 cure breach within twenty (20) working days of receipt of notice, and CONTRACTOR does so to COMMISSION’s satisfaction.
b. Due to Health and Safety Concerns of Clients. The COMMISSION may immediately terminate this Contract, at the sole discretion of the COMMISSION when the CONTRACTOR has been accused and found to be in violation of any county, state, or federal law and/or regulation related to the health and safety of clients. The Contract may also be immediately terminated at the sole discretion of the COMMISSION if the CONTRACTOR fails to provide for the health and safety of clients served under this Contract where the health and safety of clients are placed at risk by CONTRACTOR. c. Due to Non-Appropriation. It is mutually agreed that if either the federal or state budget of the current year and/or any subsequent years covered under this Contract does not appropriate sufficient funds for the program, this Contract shall be of no further force and effect. In this event, the COMMISSION shall have no liability to pay any funds whatsoever to the CONTRACTOR or to furnish any other considerations under this Contract and CONTRACTOR shall not be obligated to perform any provisions of this Contract. If funding for any fiscal year is reduced or deleted by the federal or state budgetary process for purposes of this program, the COMMISSION shall have the option to either cancel this Contract with no liability occurring to the COMMISSION or offer a Contract amendment to CONTRACTOR to reflect the reduced amount.
d. Due to Non-Compliance. Termination may occur if CONTRACTOR fails to provide the COMMISSION with any reports, data and information as required in this Contract.
CONTRACTOR may be placed in a probationary status until compliance with the terms of the Contract has been met. CONTRACTOR will be given thirty (30) calendar days after the date of written notice by COMMISSION to cure the deficiency. If compliance is not met within the thirty (30) calendar days, the COMMISSION may move forward with termination of the Contract.
e. Without Cause. COMMISSION may terminate this Contract without cause upon thirty (30) days’ written notice served upon the CONTRACTOR stating the extent and effective date of termination.
B. By CONTRACTOR: CONTRACTOR may terminate this Contract in whole or in part upon thirty (30) calendar days’ written notice to the COMMISSION.
7. REQUIREMENT OF SUPPLEMENTING PROGRAM
Funds received pursuant to this Contract shall not be used to supplant any program of the CONTRACTOR. Proposition 10 funds shall ONLY be used to supplement a CONTRACTOR’s program. The COMMISSION endorses the California Children and Families Commission’s interpretation of supplanting: The definition of “supplement” is to add to or augment something that currently exists, while “supplant” is defined as taking the place of something currently in existence.
As defined in Health and Safety Code sections 130100 et seq. (the Children and Families Act), all monies raised pursuant to the Act shall be appropriated and expended by CONTRACTOR only to supplement existing levels of services. The Act specifically prohibits appropriation and expenditure of funds to supplant state or local general fund money for any purpose. Further, expenditures are prohibited for use to fund any existing levels of service.
8. DATA MANAGEMENT
CONTRACTOR agrees to participate in a comprehensive, countywide, internet-based evaluation and management process as defined by the COMMISSION. Participation shall include, but is not limited to, monthly input of program and financial data, submission of quarterly and annual 644
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 8 of 34 Program Progress Reports (PPR), utilization of the COMMISSION developed reporting systems and Administrative Review formats and required training(s) to familiarize and implement the results-based accountability framework. The COMMISSION continues to refine its evaluative processes that will assist the COMMISSION, its CONTRACTORS and the community to successfully increase and measure the impact of Proposition 10 in Riverside County. Where appropriate, CONTRACTOR agrees to participate in the ongoing development of these evaluative processes. Specific areas may include but are not limited to, the development of outcomes for programmatic performance, standards for service delivery, and assessment tools.
9. SCOPE OF WORK (SOW)
A. CONTRACTOR will be required to submit and adhere to a SOW approved by the COMMISSION and attached to this Contract. The SOW will accurately reflect the measurable results of services provided through Proposition 10 funding. The SOW will provide a qualitative and quantitative description of program(s) objectives to be achieved in connection with Proposition 10 funding.
B. The SOW (Attachment A) will be amended each fiscal year of the Contract Term to confirm or adjust specific qualitative and/or quantitative targets for the respective year.
C. SOW revisions that are considered relatively minor adjustments that do not affect the overall deliverables of this Contract shall be accepted for consideration through March 31st of each fiscal year. Requests for these types of SOW adjustments must be submitted to the COMMISSION office in writing or via e-mail and shall not be implemented by CONTRACTOR prior to receipt of written approval from authorized COMMISSION personnel. Upon approval, CONTRACTOR will receive either written or e-mail verification from the COMMISSION Executive Director.
D. SOW revisions that are considered significant changes to program performance targets and affect the overall deliverables of this Contract include the following: changes that result in the type of customer or numbers served, new staff positions or major staff changes, or significant changes in the Performance Targets. Requests for these types of SOW changes shall be accepted for consideration through March 31 of each fiscal year. SOW revisions shall be submitted to the COMMISSION Executive Director, via the COMMISSION’s Contracts & Grants Analyst assigned to the CONTRACTOR. The COMMISSION Executive Director will respond to the proposed request for SOW revisions within thirty (30) calendar days after receipt at the COMMISSION office. Final approval of any proposed revisions to the SOW shall require the written approval of the COMMISSION Executive Director. All changes will be incorporated into the Contract and shall become effective on the date of written approval from the COMMISSION Executive Director and/or the COMMISSION.
E. CONTRACTOR agrees to make every possible effort to obtain voluntary consent using the COMMISSION Consent Form for any customer entered into the data management system.
CONTRACTOR also agrees to maintain the original signed Consent Form on file for the COMMISSION to review as necessary. Each customer is to receive a copy of the signed Consent Form.
10. REIMBURSEMENT OF COSTS
Payment will not be provided for services performed and/or expenditures accrued prior to the full execution of this Contract unless previously authorized by COMMISSION action. Reimbursement of costs shall be made upon CONTRACTOR’S satisfactory performance, based upon the SOW and methodology contained in Attachment A as determined by the COMMISSION. The COMMISSION shall allocate the funds to CONTRACTOR as follows:
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 9 of 34 A. All funds provided pursuant to this Contract shall be expended by CONTRACTOR in accordance with the Budget attached hereto.
B. All funds will be distributed as detailed in the attached Payment Provisions, attached hereto.
11. FISCAL AND PROGRAM REPORTING REQUIREMENTS
A. Fiscal Reporting
Fiscal expenditures are required to be input into the data management system by CONTRACTOR on a monthly basis with input completed and submitted by the 20th of the month following Contract performance for expenditures occurring in the 1st, 2nd and 3rd quarters of the fiscal year (July through March). Fiscal expenditures occurring in the 4th quarter (April, May and June) will be required to be input into the data management system on earlier modified due dates to support COUNTY internal deadlines and external audit requirements. These due dates will be communicated to CONTRACTOR through the COMMISSION’s Contracts and Grants Analyst assigned to the CONTRACTOR. CONTRACTOR is required to report expenditures on a monthly basis and apply accruals at year-end. Accruals show costs for services that have occurred but have not yet been paid. If the reporting due date falls on a weekend or County, State or nationally recognized holiday, the due date will be on the following business day. Any changes that occur with expenditures must be reported to COMMISSION staff and adjusted within the data management system before the end of the Quarter following the expense occurrence. Example: Changes to expenditures in the first quarter of performance must be adjusted and reconciled before the end of the second quarter (December 30, as reported in the January 30 report). CONTRACTOR will uphold monthly fiscal reporting responsibility even in the during staff changes or other challenges.
In rare and justifiable circumstances, an extension may be requested by the CONTRACTOR. Such requests are to be submitted in writing prior to the due date and shall be directed through the COMMISSION’s Contracts and Grants Analyst assigned to the CONTRACTOR.
If applicable, CONTRACTOR shall provide copies of the claim report submitted monthly for Medi-Cal and/or any other state or federal reimbursements. In addition, the CONTRACTOR will provide the subsequent revenue reports that will reconcile the claim reports.
Costs may be allowed and reviewed for reimbursement up to the time of the Final Fiscal Expenditure Report, which is due as described in paragraph one of this section. All reimbursement costs not submitted at the time of the Final Fiscal Expenditure Report will be disallowed.
Payment information, including amount, payment reduction or payment withheld may be obtained by the CONTRACTOR via the data management system.
B. Program Reporting
As requested by COMMISSION, CONTRACTOR shall participate in research and evaluation studies designed to show the effectiveness of CONTRACTOR’S services or to provide information about CONTRACTOR’S program. CONTRACTOR shall report program and demographic data on participants, where appropriate, service and outcome data with measurement tools approved by COMMISSION. CONTRACTOR shall enter data (quantitative and qualitative) in the evaluation database system designated by COMMISSION.
CONTRACTOR shall submit complete data, in accordance with the SOW.
C. Monthly Reporting
CONTRACTOR shall input and submit program data into the COMMISSION’s data management system on a monthly basis and input must be completed by the 20th of the month following Contract performance. If the reporting due date falls on a weekend or holiday, the due date will be on the following business day. The due date for program data submitted in the 4th quarter (April, May and June) may be modified by COMMISSION as required to meet internal 646
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 10 of 34 COUNTY and State reporting deadlines. Modified due dates will be communicated to CONTRACTOR through the COMMISSION’s Contracts and Grants Analyst assigned to the CONTRACTOR. Any changes that occur with program data input must be reported to COMMISSION staff and adjusted within the data management system before the end of the Quarter following the change.
Example: Changes to program data in the first quarter must be adjusted and reconciled before the end of the 2nd quarter (December 30th, as reported in the January 30th report). A change in CONTRACTOR staff, or other difficulties, does not absolve the CONTRACTOR from this monthly program data input and quarterly Program Progress Report (PPR) responsibility.
D. Quarterly and Annual Reporting
CONTRACTOR shall submit Program Progress Reports (PPR) which include quarterly and yearto-date progress on actual achievement of performance targets compared to projected achievements as detailed in the SOW and other data collection information as requested by the COMMISSION. The PPR shall include narrative information on lessons learned, course corrections, client success stories, sustainability and public awareness/policy change activities for the quarter. CONTRACTOR is required by the COMMISSION to complete and submit Program Progress Reports electronically via the COMMISSION’s data management system.
For each reporting period, CONTRACTOR shall provide the COMMISSION with a Program Progress Report within thirty (30) calendar days from the end of the reporting period. In rare and justifiable circumstances, an extension may be requested by the CONTRACTOR. Such requests are to be submitted in writing prior to the due date and shall be directed through COMMISSION’s Contracts and Grants Analyst assigned to the CONTRACTOR. Quarterly Program Progress Reporting due dates for each Contract period are as follows:
• QUARTER 1 (July 1 – September 30): Report Due October 20 • QUARTER 2 (October 1 – December 31): Report Due January 20 • QUARTER 3 (January 1 – March 31): Report Due April 20 • QUARTER 4 (April 1 – June 30): Report Due July 11 (Final Cumulative Program Progress Report), Quarter 4 due date may be modified by COMMISSION as necessary to meet County and/or State reporting deadlines.
If the due date falls on a weekend or County, State or nationally recognized holiday, the due date will be on the following business day. The first quarterly report is due October 20th of the current fiscal year.
CONTRACTOR agrees that failure to submit reports as specified will be sufficient cause for the COMMISSION to withhold any payment due until reporting requirements have been fulfilled.
12. REIMBURSEMENT OF FUNDS TO THE COMMISSION
If CONTRACTOR has been overpaid in the previous fiscal year, the COMMISSION will, in instances where the Contract is renewed, reduce subsequent payment(s) to recover the amount overpaid.
Notwithstanding any other provision herein, CONTRACTOR agrees to reimburse, in full, all funds received from the COMMISSION, upon request of the COMMISSION, where such funds as determined by the COMMISSION are not or have not been utilized by CONTRACTOR for purpose as intended by the COMMISSION. The terms and conditions of reimbursement shall be at the sole discretion of the COMMISSION. This provision is not terminated upon termination of this Contract.
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13. COMMISSION FISCAL REQUIREMENTS
A. Diversifying Funding Sources
The COMMISSION may administer funding from sources other than Proposition 10. Contracts funded by such sources shall be subject to restrictions and terms and conditions outlined by the funded stream, including allowable expenditures, indirect cost percentages. reporting requirements, and timelines. In cases where funding restrictions conflict, the terms shall default to the more restrictive funding source, as determined by the COMMISSION in consultation with County Counsel.
B. Budget Revisions
Budget Revision Form may be submitted by the CONTRACTOR to the COMMISSION to modify budget line(s) of the approved budget. The request must indicate the proposed lineitem change, the budget as amended applying the requested change, a written justification for each requested change, and signed by an authorized representative. For the purposes of Budget Revisions, electronic submittal of a budget revision request in the Commission data system by an authorized representative shall be accepted as signed by an authorized representative. The request cannot result in any alteration or degradation to the program services and performance targets as specified in this Contract.
The COMMISSION Executive Director, on behalf of the COMMISSION, has the authority to approve or deny the request, provided that the modification does not deviate from the original intent of the Contract or increase the total Contract amount. CONTRACTOR is limited to three (3) budget revisions, one for each of the first three (3) quarters of the fiscal year.
The CONTRACTOR must submit any Budget Revision Forms to the COMMISSION no later than April 15th of the fiscal year.
C. Amendments
Necessity for budget amendments to this Contract will be determined by the COMMISSION Executive Director and may include, but are not limited to, Contract increases or decreases and significant changes to the Scope of Work (SOW). All budget amendments to the Contract shall require formal approval of the COMMISSION Executive Director (acting on behalf of the COMMISSION), as provided herein before such amendments are effective. Major budget amendments, as determined by the COMMISSION Executive Director, in consultation with County legal counsel, will require formal approval of the COMMISSION. Contract budget amendments shall be considered until March 31st of each fiscal year.
D. Cost Allocation Plan
CONTRACTOR shall have or will establish a Cost Allocation Plan (CAP) to identify prorated costs shared by multiple funding sources, including Proposition 10 funds. CONTRACTOR shall identify any other funding sources and organizations whose cooperation/participation is necessary to ensure the success of the project. CONTRACTOR’S CAP must be approved by CONTRACTOR’S appropriate governing body and submitted with the executed Contract.
A CAP is defined as a written summarization that documents the methods and procedures CONTRACTOR will use to allocate costs between two or more programs or funding sources.
The goal is to ensure that each program or funding source bears its fair share, and only its fair share, of the total costs. The CONTRACTOR must have a method of identifying and distributing program costs that are comprehensive, well documented, and defensible under the Generally Accepted Accounting Principles (GAAP).
A written CAP is required if any of the conditions below are met:
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 12 of 34 a. Funded staff members share time between a COMMISSION-funded program and one or more other grant-funded program.
b. A single-funded staff member shares time between two or more COMMISSION-funded programs.
c. The same facilities and/or resources are utilized by more than one funded program.
E. Overhead/Indirect Costs
1. Overhead/Indirect costs are defined as costs incurred for a common or joint purpose benefiting more than one cost objective and cannot be readily identified with a particular final cost objective. These costs do not provide a measurable, direct benefit to a particular program or activity, unlike direct costs. Indirect cost may include salaries and benefits.
For the purpose of this Contract, operational expenses, capital expenses, and subcontractor costs are excluded from the indirect cost calculation.
2. Indirect cost percentage rate included in the Budget, to this Contact, shall not exceed ten percent (10%) calculated against the salaries and benefits expenses only.
3. Indirect costs shall be based on the CONTRACTOR’S official governing board approved CAP. State/federal approved rates in excess of the approved ten percent (10%) indirect cost rate percentage will be reviewed and approved on a case-by-case basis.
4. A pass-through is defined as those instances where the CONTRACTOR forwards funds obtained from the COMMISSION to a subcontractor and the COMMISSION maintains no relationship or responsibility for the performance of the subcontractor. Proposition 10 funds shall not be used in a manner that will cause payment for indirect costs associated with the CONTRACTOR’S funded program more than once. The COMMISSION will not pay subcontractor indirect costs as part of the CONTRACTOR’S budget.
F. Revenues Received
All revenue received by the CONTRACTOR (except funds received from the COMMISSION) to operate the program funded pursuant to this Contract shall be reported as revenue received within the monthly fiscal report. All such revenues shall be used to fully compensate expenses within the program funded and/or to provide additional services within the program funded pursuant to this Contract. Any unused revenues shall be deducted from Contract reimbursement.
G. Payroll Taxes
The COMMISSION shall not be directly responsible for the payment of any taxes on the CONTRACTOR’S behalf. In the event that the COMMISSION is required to do so by state, federal or local taxing agencies, CONTRACTOR agrees to promptly reimburse the COMMISSION for the full value of such paid taxes plus interest and penalty, if any. Taxes shall include, but are not limited to, the following: FICA (Social Security), unemployment insurance contributions, income tax, disability insurance and workers’ compensation insurance.
H. Payor of Last Resort
CONTRACTOR shall obtain funding through sources other than the COMMISSION to provide services or support to participants whenever possible.
In cases where a participant is qualified for benefits from another source (such as Medi-Cal, Healthy Families, federal or state-funded programs, personal insurance, etc.), costs relating to services provided to that participant must be paid for by the primary payor first. Only the 649
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 13 of 34 costs not covered will be allowable under this Contract. CONTRACTOR must provide written verification upon request.
14. CONTRACTOR AUDIT REQUIREMENTS
A. All CONTRACTORS are required to have an annual financial audit. Each CONTRACTOR shall provide a copy of the annual audited financial statements to the COMMISSION covering the fiscal year that funds are received for services provided pursuant to this Contract. The audited financial statements will cover the CONTRACTOR’S fiscal year and will include a report on internal controls over financial reporting and on compliance and other matters in accordance with Government Auditing Standards. All audits shall be performed by a Certified Public Accountant (CPA) who possesses a valid license to practice within the State of California.
B. Audited financial statements are to be submitted to the COMMISSION Executive Director within one hundred and eighty (180) calendar days after the close of the CONTRACTOR’S fiscal year for every year covered under this Contract. If the audited financial statements are not received on or before the required due date, and an extension has not been granted, the audited financial statements shall be considered delinquent, and immediate corrective action will be initiated. If the CONTRACTOR fails to produce or submit acceptable audited financial statements, the COMMISSION has the authority to withhold funding, and if necessary, secure an Auditor, and the CONTRACTOR shall be liable for all COMMISSION costs incurred in obtaining an independent audit. The cost of the audit will be applied against the Contract encumbered amount, thereby reducing the amount of funding available to the program.
15. INVENTORIABLE EQUIPMENT
A. Inventoriable equipment includes equipment or fixed assets with a unit cost of one thousand dollars ($1,000.00), or more, or if the aggregate cost of integral components required to fully operate the assembled equipment (i.e., computer processing unit, keyboard, monitor) total one thousand dollars ($1,000.00) or more. Inventoriable equipment derived from approved purchases funded by Proposition 10 funds shall be maintained by the CONTRACTOR.
CONTRACTOR shall use such capitalized equipment only for the purposes for which they were granted for children 0 through 5 years of age.
B. The CONTRACTOR shall inventory and report all equipment purchases meeting this criterion on the COMMISSION Inventory Record Form. This record must be submitted within forty-five (45) calendar days of purchase to the COMMISSION’s Contracts and Grants Analyst assigned to the CONTRACTOR. Applicable receipts must be maintained by the CONTRACTOR to validate expenditures and shall be submitted as invoice back-up documentation and uploaded to the COMMISSION’s data management system and made available as requested during the COMMISSION staff site visits. The CONTRACTOR understands that they are liable for all damages and/or loss resulting from the use and/or misuse of equipment purchased with Proposition 10 funds. Equipment shall not be used for personal use by the CONTRACTOR and/or employees, agents, subcontractors, and/or collaborating partners.
C. Any materials and supplies purchased by CONTRACTOR with Proposition 10 funds with a value of less than one thousand dollars ($1,000.00) will be used for children ages 0 through 5 years of age by another of the CONTRACTOR’S programs serving this population or returned to the COMMISSION. If CONTRACTOR is no longer serving this population, all remaining items will be returned to the COMMISSION within thirty (30) calendar days of the program ceasing operations.
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16. REVERSION OF ASSETS
Real or Personal Property Assets. Any real property or moveable or immovable personal property under CONTRACTOR’S control or ownership that was acquired or improved in-whole or in-part with Proposition 10 funds disbursed under this Contract, or under any previous Contract between the COMMISSION and CONTRACTOR, where the original cost exceeded one thousand dollars ($1,000.00) shall either be: (1) used by CONTRACTOR for the services described in the SOW for a period of five (5) years after termination or expiration of this Contract, unless a different period is specified in the SOW; or (2) disposed of and proceeds paid to the COMMISSION in a manner that results in the COMMISSION being reimbursed in the amount of the current fair market value (assuming depreciation in accordance with customary business practices) of the real or personal property less any portion of the current value attributable to CONTRACTOR’S out of pocket expenditures using non-commission funds for acquisition of, or improvement to, such real or personal property and less any direct and reasonable costs of disposition.
A. In furtherance of the foregoing, if the COMMISSION selects continued use of the capital asset, the CONTRACTOR hereby agrees that it will confirm in writing that it will continue to use the capital asset for purposes congruent with the intent of this Contract. This provision shall survive termination or expiration of this Contract and shall be actionable at law or in equity by the COMMISSION against CONTRACTOR and its successors in interest.
B. In the event the COMMISSION selects disposition of the subject real or personal property, the CONTRACTOR shall exercise due diligence to dispose of such property in conformity with applicable laws and regulations and in accordance with customary business practices. The net proceeds of such disposition shall be disbursed directly to and be payable to the COMMISSION upon the close of the applicable disposition transaction, such as close of escrow for the sale of real property, transfer of a motor vehicle “Certificate of Title” in accordance with applicable California Vehicle Code requirements, or completion of sale of personal property by bill of sale in accordance with Uniform Commercial Code (UCC) requirements.
17. TOBACCO CONTROL POLICY
CONTRACTOR shall abide by the Comprehensive Tobacco Control Policy, incorporated herein by reference, and as may be amended from time to time. CONTRACTOR shall have tobacco education and cessation materials visibly available and accessible to clients participating and to staff funded from the COMMISSION-funded activities. The Comprehensive Tobacco Control Policy, as attached hereto.
18. CONDUCT OF BUSINESS
CONTRACTOR shall comply with all references listed below. Failure to comply may place the CONTRACTOR in a Probationary Status or result in Termination of Contract.
A. CONTRACTOR shall comply with all applicable state and/or federal laws, regulations, or requirements during the term of the Contract.
B. CONTRACTOR shall conduct its business, pursuant to this Contract, in compliance with all applicable state, and/or federal laws, regulations, or requirements.
C. CONTRACTOR shall obtain and maintain all applicable business and/or professional licenses, insurances, and/or accreditations, in good standing, which are required under the laws of the State of California or the federal government at all times while performing services under this Contract.
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 15 of 34 D. CONTRACTOR shall notify the COMMISSION Executive Director verbally and in writing of the intent to cease operations of the facility or program within sixty (60) calendar days, but no less than thirty (30) calendar days of the event.
E. CONTRACTOR shall notify the COMMISSION Executive Director in writing within seventy-two (72) hours of a change of key personnel funded under this Contract. Key personnel is defined as individuals who have a direct bearing on the outcome of the project, who have substantive responsibility for developing or achieving the scope or objectives of the project, and who possess the reputation, knowledge, or skills on which the work of the project is based. This includes, but is not limited to, the Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Program Manager, or Project Lead.
F. CONTRACTOR shall notify the COMMISSION Executive Director verbally and in writing of any condition that could interfere with CONTRACTOR’S ability to perform required services and/or meet material Contract requirements within thirty (30) calendar days of learning of such a condition.
G. Agencies that are governed by a regulatory or licensing entity shall advise and forward to the COMMISSION Executive Director all documentation of regulatory/licensing violations, findings and responses to such violations and/or findings within twenty-four (24) hours of receipt of notice of violation from the governing entity. Agencies shall promptly submit to COMMISSION Executive Director a copy of the response sent to the governing entity.
H. CONTRACTOR shall immediately notify the COMMISSION in writing with the intent to file or filing of any action of bankruptcy.
I. CONTRACTOR shall immediately notify the COMMISSION in writing upon the commencement of any litigation, whether CONTRACTOR is the plaintiff or defendant, where such litigation may interfere with the ability of CONTRACTOR to perform its duties under this Contract and where the COMMISSION is not a party to such litigation.
J. CONTRACTOR shall immediately notify the COMMISSION in writing upon the commencement of any investigation, and/or activity by a regulatory agency against CONTRACTOR, which may interfere with the ability of CONTRACTOR to perform its duties under this Contract.
K. CONTRACTOR shall provide a grievance policy system to the COMMISSION, through which participants of services shall have an opportunity to express views and complaints regarding the delivery of service. Grievance procedures must be posted prominently in English and Spanish at service sites for participants to review.
19. RECORDS MANAGEMENT AND MAINTENANCE
A. The CONTRACTOR shall make reports to the COMMISSION in the required format and contain information as required by the COMMISSION.
B. The CONTRACTOR shall provide additional reports or information if required by the State or the local COMMISSION that was not reasonably anticipated at the time the Contract was entered into.
C. CONTRACTOR shall input all data required on a monthly basis by the 20th day of the month following the end of the reporting period and submit quarterly reports within thirty (30) calendar days following the end of the quarter, and at the end of the term of the Contract.
This requirement includes:
a. All the monthly data necessary to generate demographic, service utilization, results and aggregate activity reports; and
b. Submission of the Program Progress Report on a quarterly basis. 652
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 16 of 34 D. CONTRACTOR shall retain such reports and all records associated with this Contract for at least five (5) years following the close of the fiscal year in which this Contract is in effect. This obligation is not terminated upon termination of this Contract, whether by rescission or otherwise. CONTRACTOR agrees to require any subcontractors to retain all records associated with the Contract for the same time period.
E. Accounting information and transactions shall be recorded and reported in accordance with generally accepted accounting principles (GAAP).
F. Where medical records and/or client records are generated under this Contract, CONTRACTOR shall safeguard the confidentiality of the records in accordance with all state and federal laws, and all regulations promulgated hereunder, including the provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-91, enacted August 21, 1996, and the laws and regulations promulgated subsequent thereto.
G. Each CONTRACTOR must maintain a written customer confidentiality policy and maintain a written protocol to ensure CONTRACTOR’S staff is aware of and abide by said policy.
20. PUBLIC DISCLOSURE OF DOCUMENTS
CONTRACTOR acknowledges and agrees that information, communications, and documents given to the COMMISSION during meetings involving COMMISSION members, staff, finance or COMMISSION Advisory Committee members may be subject to applicable law on public disclosures and/or public meetings. CONTRACTOR shall cooperate with the COMMISSION in order that it may fully comply with the requirements of such laws and regulations.
21. INSPECTIONS, PROGRAM MONITORING, AND CONTRACT ADMINISTRATIVE REVIEW BY
COMMISSION
A. COMMISSION representatives shall review and inspect the CONTRACTOR through mandatory periodic Administrative Review visits for compliance with the terms of this Contract.
Administrative Review visits will occur at a minimum of one (1) time per Fiscal Year for the duration of the Contract Term. During the Administrative Review visits, CONTRACTOR representatives must be present. All books, financial records and program records including verification of target(s) and other documents relating to the performance of this Contract must be open to inspection, examination, or copying during normal business hours by the COMMISSION staff or duly authorized representatives from the state or federal government.
Records shall be made available at reasonable times at CONTRACTOR’S place of business or at such other mutually agreeable location in the County of Riverside, State of California.
B. Upon completion of the Program Monitoring and Administrative Review visit, the CONTRACTOR will be mailed a report summarizing the results of the Administrative Review visit within forty-five (45) calendar days of the visit. The CONTRACTOR may be required to respond to concerns or requests as specified in the Administrative Review report within thirty (30) calendar days of receipt.
C. CONTRACTOR shall reimburse the COMMISSION for all direct and indirect expenditures incurred in conducting an audit or investigation when CONTRACTOR is found in violation of the terms of the Contract. Reimbursement for such costs will be withheld from any amounts due to CONTRACTOR.
D. When additional information (i.e., receipts, paperwork, etc.) is requested of the CONTRACTOR as a result of any audit or monitoring, CONTRACTOR must provide all information requested by the deadline specified by the COMMISSION. Failure to provide the information by the specified deadline will subject the CONTRACTOR to the provisions of Contract section: COMPLIANCE, DISALLOWANCE, and WITHHOLDING. 653
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22. GOVERNING LAW AND VENUE
A. This Contract is entered into under the provisions of Health and Safety Code section 130100 et seq., as may be amended from time to time and any other applicable law.
B. This Contract, its construction, and interpretation as to validity, performance, and breach shall be construed under the laws of the State of California. In the event any provision in this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
C. The provision of the Government Claims Act (Government Code Section 900 et seq.) must be followed first for any disputes under this Contract.
D. All actions and proceedings arising in connection with this Contract shall be tried and litigated exclusively in state or federal (if permitted by law and a party elects to file an action in federal court) courts located in the County of Riverside, State of California.
23. CONTRACTOR SUBCONTRACTS FOR WORK OR SERVICES
A. The COMMISSION holds CONTRACTOR solely responsible for the performance of all duties and obligations under this Contract. CONTRACTOR agrees and understands that COMMISSION does not enter into or assume any legal relationship with any subcontractor of CONTRACTOR for performance under this Contract. CONTRACTOR agrees to remedy all breaches of any contracts with any subcontractor, and further agrees that CONTRACTOR may not look to the COMMISSION for any payment, liability, or assistance in the remedy of any actual or alleged breach.
B. CONTRACTOR shall identify any other organization whose cooperation/participation is necessary to ensure the success of the project and what specific roles these key partners will play. All subcontractor(s) shall conform to all requirements of the COMMISSION and any Contract between the CONTRACTOR and the COMMISSION.
C. The CONTRACTOR shall not enter into any subcontract with any subcontractor who:
1. Is presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from covered transactions by a federal department or agency;
2. Has within a three (3) year period preceding this Contract been convicted of or had a civil judgment rendered against them for the commission of fraud, or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction; violation of Federal or State anti-trust status or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
3. Is presently indicted or otherwise criminally or civilly charged by a government entity (federal, state, or local) with the commission of any of the offenses enumerated in the paragraph above; and
4. Within a three (3) year period preceding this Contract, has had one or more public transaction (federal, state, or local) terminated for cause or default.
D. The CONTRACTOR shall be as fully responsible for the acts or omissions of its subcontractors, and of persons either directly or indirectly employed by them as for the acts or omissions of persons directly employed by the CONTRACTOR.
E. The CONTRACTOR shall insert appropriate clauses in all subcontracts to bind subcontractors to the terms and conditions of this Contract insofar as they are applicable to the work of subcontractors.
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 18 of 34 F. Nothing contained in this Contract shall create any contractual relationship between any subcontractor and the County of Riverside, its Agencies, Districts, Special Districts and Departments, respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives.
24. PUBLICITY AND ATTRIBUTION REQUIREMENTS
A. Upon signing this Contract, CONTRACTOR shall publicize funded program and partnership with the COMMISSION by creating a press release to be distributed to local media outlets.
The press release shall be sent to COMMISSION for review and approval within fourteen (14) calendar days of signing of Contract. No later than five (5) calendar days after the press release is reviewed and approved by COMMISSION Public Information Specialist, the press release shall be distributed to local media outlets. Should guidance be needed on this requirement, please contact COMMISSION Public Information Specialist.
B. CONTRACTOR shall include the following acknowledgment of the COMMISSION and Proposition 10 funding in all materials produced for the purpose of public education and outreach related to COMMISSION funded programs. These materials include but are not limited to the following: brochures, workbooks, flyers, circulars, posters, games, television, radio and print advertising, public service announcements and video news releases, calendar/event listings, presentations, telephone hold messages, outdoor advertising and vehicles. The wording of the COMMISSION attribution shall be one of the following:
“Made possible by funding from First 5 Riverside County” “Funded by First 5 Riverside County”
“Funded by First 5 Riverside County - the Riverside County Children & Families Commission”
“Hecho posible por medio de fondos de Primeros 5 Riverside County” "Financiado por Primeros 5 Riverside County”
For events, conferences or programs with multiple funders, one of the following attributions shall be used:
"Funded in part by First 5 Riverside County"
“Funded in part by First 5 Riverside County - the Riverside County Children & Families Commission”
“Made possible by funding from First 5 Riverside County” "Financiado parcialmente por Primeros 5 Riverside County" "Financiado parcialmente por Primeros 5 Riverside County - Comisión de Niños y Familias del Condado de Riverside"
When space is limited (i.e., buttons, pencils, pens, etc.), attribution may be omitted. However, CONTRACTOR shall contact the COMMISSION’s Public Information Specialist to determine an appropriate method of providing attribution to the public regarding the funding source for such items.
C. The approved First 5 Riverside County logo (graphic) shall be used on materials specific to the COMMISSION funded program. CONTRACTOR shall use the approved First 5 Riverside County logo (graphic) on public education and outreach materials in accordance with the First 5 Riverside County graphics attribution standard as posted on the COMMISSION public website (www.First5Riverside.org).
D. CONTRACTOR shall provide the COMMISSION staff and COMMISSION Public Information Specialist a copy of all public information/relations products (such as flyers, newsletters, 655
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E. The COMMISSION’s Public Information Specialist shall provide guidance on procedures for logo usage and printed public relations material in accordance with the COMMISSION policies.
Policies will be available on the COMMISSION public website (www.First5Riverside.org).
25. PROHIBITION OF POLITICAL/RELIGIOUS ACTIVITY
CONTRACTOR agrees that it shall not require client participation in political or religious activities in order to receive services for programs funded by the COMMISSION. Furthermore, Proposition 10 funds shall be used only for the purposes specified in this Contract and in any attachments, hereto. No Proposition 10 funds shall be used for any political activity, or to further the election or defeat of any candidate for political office. No Proposition 10 funds shall be used for purposes of religious worship, instruction or proselytizing.
26. WORK PRODUCT
A. The COMMISSION shall be the owner of the following items incidental to this Contract upon production, whether or not completed: all data collected, all documents of any type whatsoever, and any material necessary for the practical use of the data and/or documents from the time of collection and/or production whether or not performance under this Contract is completed or terminated prior to completion. CONTRACTOR shall not release any materials under this section except after prior written approval of the COMMISSION.
B. Material produced in whole or in part under this Contract shall not be subject to copyright in the United States or in any other country except as determined at the sole discretion of the COMMISSION. The COMMISSION will have the unrestricted authority to publish, disclose, distribute, and use in whole or in part, any reports, data, documents or other materials prepared under this Contract.
27. NON-DISCRIMINATION
Pursuant to the Affordable Care Act section 1557 (42 U.S.C. section 18116), during the performance of this Contract, CONTRACTOR shall not, and shall also require and ensure its subcontractors, providers, agents, and employees to not cause an individual, beneficiary, or applicant to be excluded on the grounds prohibited under Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.), the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.), or section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), or subject to any other applicable State and Federal Laws, from participation in, be denied the benefits of, or be subjected to discrimination under, any health program or activity offered through the California Department of Health Care Services. This Contract hereby incorporates by reference the provisions of Title 2, California Code of Regulations, Section 11105 et seq., as may be amended from time to time. CONTRACTOR agrees to comply with the provisions of Title 2, California Code of Regulations, Section 11105 et seq. and further agrees to include this Non-Discrimination clause in all subcontracts to perform services under this Contract.
28. CHILD ABUSE REPORTING
CONTRACTOR shall ensure that all known or suspected instances of child abuse or neglect are reported to the appropriate law enforcement agency and/or to the appropriate Child Protective Services agency. This responsibility shall include:
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 20 of 34 A. Assurance that all employees, agents, consultants or volunteers who perform services under this Contract and are mandated by Penal Code Sections 11164 et seq. to report child abuse or neglect, sign a statement, upon the commencement of employment, acknowledging reporting requirements and compliance with them;
B. Development and implementation of procedures for employees, agents, consultants, or volunteers who are not subject to the mandatory reporting laws for child abuse to report any observed or suspected incidents of child abuse to a mandated reporting party, within the program, who will ensure that the incident is reported to the appropriate agency; C. Provision of or arrangement of training in child abuse reporting laws (Penal Code, Sections 11164 et seq.) for all employees, agents, consultants, and volunteers, or verification that such persons have received training in the law within thirty (30) days of employment/volunteer activity.
29. DEPARTMENT OF JUSTICE CLEARANCE
CONTRACTOR shall obtain from the Department of Justice (DOJ), records of all convictions involving any sex crimes, drug crimes, or crimes of violence of a person who is offered employment, or volunteers, for all positions in which he or she would have contact with a minor, the aged, the blind, the disabled or a domestic violence client, as provided for in Penal Code Section 11105.3. This includes licensed personnel who are not able to provide documentation of prior DOJ clearance. A copy of a valid license from the State of California is sufficient proof.
CONTRACTOR must have on file for review or upon request, a signed statement verifying Department of Justice clearance for all appropriate individuals.
30. ADULT AND ELDER ABUSE REPORTING
The CONTRACTOR shall provide documentation of a policy and procedure acceptable to the COUNTY to ensure that all employees, volunteers, consultants, subcontractors, or agents performing services under this Contract report elder and dependent adult abuse pursuant to Welfare & Institutions Code (WIC) Sections 15600 et seq. Suspected incidents of abuse should be immediately reported to the COUNTY, followed by a written report within two (2) working days.
31. INDEPENDENT CONTRACTOR
It is understood and agreed that CONTRACTOR is an independent contractor, and that no relationship of employer-employee exists between the CONTRACTOR and the COMMISSION.
The CONTRACTOR, nor CONTRACTOR’s officers, agents, employees or subcontractors, shall not be entitled to any COMMISSION paid employee benefits, including Workers’ Compensation.
32. HOLD HARMLESS/INDEMNIFICATION
CONTRACTOR shall indemnify and hold harmless COMMISSION, the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to in this section as the “COUNTY”) from any liability whatsoever, based or asserted upon any services of CONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Contract, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever arising from the performance of CONTRACTOR, its officers, employees, subcontractors, agents or representatives under this Contract. CONTRACTOR shall defend the COUNTY at CONTRACTOR’s sole expense, including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards), the COUNTY in any claim or action based upon such alleged acts or omissions. 657
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 21 of 34 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at sole cost, have the right to use counsel of choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR’s indemnification to the COUNTY as set forth herein.
CONTRACTOR’s obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.
The specified insurance limits required in this Contract shall in no way limit or circumscribe CONTRACTOR’s obligations to indemnify and hold harmless the COUNTY herein from third party claims.
In the event there is a conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve the CONTRACTOR from indemnifying the COUNTY to the fullest extent allowed by law.
A. If CONTRACTOR is a public entity, as defined by applicable law, the COMMISSION and CONTRACTOR, to the extent that liability may be imposed on the COMMISSION by the provisions of Government Code Section 895.2, shall be liable for acts or omissions, including all claims, liabilities, injuries, suits, and demands and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect, caused or alleged to have been caused by either the COMMISSION or CONTRACTOR’s, employees or representatives, performance or omission of any act or responsibility of either party under this Contract. In the event that a claim is made against both the COMMISSION and CONTRACTOR, both parties shall cooperate in the defense of said claim and to cause insurers to do likewise.
B. CONTRACTOR agrees to indemnify the COMMISSION for all federal/state withholding or state retirement payments, which the COMMISSION may be required to make by the federal or state government as a result of this Contract. If for any reason, CONTRACTOR is determined not to be an independent contractor to the COMMISSION in carrying out the terms of the Contract, such indemnification shall be paid in full to the COMMISSION upon sixty (60) calendar days written notice to CONTRACTOR if a federal and/or state determination is made that such payment is required.
33. INSURANCE
Without limiting or diminishing the CONTRACTOR’s obligation to indemnify or hold the COMMISSION harmless as set forth in this Contract, and except as expressly provided below with respect to public entities, CONTRACTOR shall procure and maintain, or cause to be maintained, at its sole cost and expense, the following insurance coverages during the term of this Contract.
For purposes of the insurance provisions only, the COMMISSION includes the COMMISSION of Riverside, its Agencies, Districts, Special Districts, and Departments, including the COMMISSION, and their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds.
Notwithstanding any other provision of this Contract, including any indemnification or insurance requirement, if CONTRACTOR is a public entity, the allocation of liability between the parties shall be governed exclusively by California Government Code section 895.2. Self-insurance program shall be deemed to satisfy the insurance requirements set forth herein, provided that such coverage affords protection substantially equivalent to the types and limits of coverage required under this Agreement and is authorized by applicable law. Each party shall be responsible for the acts and omissions of its own officers, officials, employees, and agents arising out of or in connection with the performance of this Contract. In any claim, action, or proceeding involving both parties, liability shall be apportioned in accordance with comparative faults. Nothing in this 658
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 22 of 34 Contract shall be construed to expand, restrict, or waive any statutory immunities, defenses, or limitations of liability available under applicable law.
Workers’ Compensation:
If the CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers’ Liability (Coverage B) including Occupational Disease with limits not less than one million dollars ($1,000,000) per person per accident. The policy shall be endorsed to waive subrogation in favor of the County of Riverside, and if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement.
Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross-liability coverage, covering claims which may arise from or out of CONTRACTOR’s performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insureds. Policy limit of liability shall not be less than two million dollars ($2,000,000) per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this Contract or be no less than two (2) times the occurrence limit.
Vehicle Liability:
If vehicles or mobile equipment are used in the performance of the obligations under this Contract, then CONTRACTOR shall maintain liability insurance for all owned, non-owned or hired vehicles so used in an amount not less than one million dollars ($1,000,000) per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this Contract or be no less than two (2) times the occurrence limit. The policy shall name the COUNTY as Additional Insured.
Professional Liability Insurance:
CONTRACTOR shall maintain Professional Liability Insurance providing coverage for the CONTRACTOR’s performance of work included within this Contract, with a limit of liability of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate. If CONTRACTOR’s Professional Liability Insurance is written on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this Contract and CONTRACTOR shall purchase at his sole expense either 1) an Extended Reporting Endorsement (also known as Tail Coverage); or 2) Prior Dates Coverage from new insurer with a retroactive date back to the date of, or prior to, the inception of this Contract; or 3) demonstrate through Certificates of Insurance that CONTRACTOR has maintained continuous coverage with the same or original insurer. Coverage provided under items 1), 2) or 3) will continue as long as the law allows.
General Insurance Provisions - All lines:
1. Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A.M. BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the COUNTY Risk Manager. If the COUNTY’S Risk Manager waives a requirement or a particular insurer, such waiver is only valid for that specific insurer and only for one (1) policy term.
2. The CONTRACTOR must declare its insurance self-insured retention for each coverage required herein. If any such self-insured retention exceeds five hundred thousand dollars ($500,000) per occurrence such retention shall have the prior written consent of the COUNTY Risk Manager before the commencement of operations under this Contract.
Upon notification of self-insured retention unacceptable to the COUNTY and at the election 659
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 23 of 34 of the County’s Risk Manager, CONTRACTOR’s carriers shall either; 1) reduce or eliminate such self-insured retention with respect to this Contract with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses.
3. CONTRACTOR shall cause CONTRACTOR’s insurance carrier(s) to furnish the COUNTY with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and/or 2) if requested to do so orally or in writing by the COUNTY Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that thirty (30) working days written notice shall be given to the COUNTY prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If CONTRACTOR’s insurance carrier(s) policies does not meet the minimum notice of requirement found herein, CONTRACTOR shall cause CONTRACTOR’s insurance carrier(s) to furnish a thirty (30) day Notice of Cancellation Endorsement.
4. In the event of a material modification, cancellation, expiration or reduction in coverage, this Contract shall terminate forthwith, unless the COUNTY receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. CONTRACTOR shall not commence operations until the COUNTY has been furnished original Certificate(s) of Insurance and certified original copies of endorsement and if requested, certified original policies of insurance including all endorsements and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5. It is understood and agreed to by the parties hereto that the CONTRACTOR’s insurance shall be construed as primary insurance and the COUNTY'S insurance and/or deductibles and/or self-insured retentions or self-insured programs shall not be construed as contributory.
6. If during the term of this Contract or any extension thereof there is a material change in the scope of services; or there is a material change in the equipment to be used in the performance of the SOW; or this Contract, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance required under this Contract and the monetary limits of liability for the insurance coverage currently required herein, if in the COUNTY Risk Manager's reasonable judgment the amount or type of insurance carried by the CONTRACTOR has become inadequate.
7. CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Contract.
8. The insurance requirements contained in this Contract may be met with a program(s) of self-insurance acceptable to the COUNTY.
9. CONTRACTOR agrees to immediately notify COUNTY in writing of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Contract.
Adjustment and/or Waiver of Requirements:
The COMMISSION Executive Director, in consultation with the COUNTY’S Risk Manager, may adjust the insurance requirements set forth herein as deemed necessary for the Contract, 660
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 24 of 34 and/or may waive insurance requirements where not applicable to the Contract. Insurance endorsements shall be submitted to the COMMISSION upon submission of the fully executed Contract, but no later than when contract work commences.
34. ASSIGNMENT
This Contract shall not be assigned by CONTRACTOR, either in whole or in part, without prior written consent of the COMMISSION, as approved and authorized by formal action of the COMMISSION.
35. ALTERATION AND/OR AMENDMENT
No alteration, amendment, or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties hereto. Oral understandings of Contract not incorporated herein shall not be binding on any of the parties hereto. As provided herein, the COMMISSION Executive Director, acting on behalf of the COMMISSION, may alter or revise this Contract on behalf of the COMMISSION. Material alterations and/or amendments, as determined by the COMMISSION Executive Director in consultation with County legal counsel, will require formal approval of the COMMISSION. Except as provided herein, the parties expressly recognized that individual COMMISSION members, COMMISSION Advisory Committee members, or staff to the COMMISSION is without authorization to either change or waive any material requirements of this Contract without formal action of the COMMISSION.
36. CONFLICT OF INTEREST
CONTRACTOR shall have no economic interest and shall not acquire any economic interest, direct or indirect, which will conflict in any manner or degree with the performance of services required under this Contract.
37. WAIVER AND SEVERABILITY
Any waiver by the COMMISSION of any breach or default hereof by CONTRACTOR shall be deemed to be a waiver of any preceding or succeeding breach or default hereof, and no waiver shall be operative unless the same shall be in writing. In the event any provision in this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions hereof shall remain in full force and effect without being impaired or invalidated in any way.
38. DISALLOWANCE
In the event CONTRACTOR receives payment for services under this Contract, which is later disallowed for nonconformance with the terms and conditions herein, CONTRACTOR shall promptly refund the disallowed amount to the COMMISSION upon request. The COMMISSION retains the option to offset the amount disallowed from any payment due to the CONTRACTOR under this Contract, or under any other Contract between CONTRACTOR and the COMMISSION.
39. OFFICIAL DOCUMENTS
Upon the Contract approval by the COMMISSION, and full execution of the Contract by COMMISSION and CONTRACTOR, one (1) fully executed copy will be sent to the CONTRACTOR. Such copy shall be the officially approved Contract for the conduct of the approved project.
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 25 of 34
40. ENTIRE CONTRACT
This Contract, inclusive of all attachments and exhibits, constitutes the entire Contract between the parties. Any modifications to the terms of this Contract shall be by the provisions detailed in the Section entitled “Alteration and/or Amendment” herein.
41. NONEXCLUSIVE CONTRACT
CONTRACTOR understands that this is not an exclusive Contract and that the COMMISSION shall have the right to negotiate with and enter into Contracts with others providing the same or similar services as those provided by CONTRACTOR as the COMMISSION desires and at the sole discretion of the COMMISSION.
42. CERTIFICATION OF AUTHORITY TO EXECUTE THIS CONTRACT CONTRACTOR certifies that the individual signing herein has authority to execute this Contract on behalf of CONTRACTOR and may legally bind CONTRACTOR to the terms and conditions of this Contract and any attachments hereto.
43. COMPLIANCE WITH LAW
CONTRACTOR shall, at its sole cost and expense, comply with all County, State, and Federal law now in force or which may hereafter be in force with regard to this Contract. The judgment of any court of competent jurisdiction, or the admission of CONTRACTOR in any action against CONTRACTOR, whether the COMMISSION be a party thereto or not, that CONTRACTOR has violated any such ordinance or statute, shall be conclusive of that fact as between CONTRACTOR and the COMMISSION.
44. CONFLICTS IN INTERPRETATION
In the event of a conflict in interpretation by the parties of the provisions contained in the numbered sections of this Contract and the provisions contained in the attachments hereto, the provisions of the attachments in the Contract shall prevail over those in numbered sections.
45. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (“CUETA”) Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
ATTACHMENT A: SCOPE OF WORK
Contractor: City of Banning
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 26 of 34 Program: Drowning Prevention
Contract #: CF26126
Term: 07/01/2026 – 08/31/2027
Program Overview:
Drowning remains a leading cause of injury-related death among children under five. Each year, neardrowning incidents leave survivors with lifelong medical challenges, including respiratory, cardiovascular, and neuromuscular disorders.
First 5 Riverside County (F5RC) is committed to protecting young children through drowning prevention initiatives that provide families with critical education and resources. In partnership with funded organizations, F5RC strives to reduce/eliminate drownings, increase access to swim lessons for children, and increase water safety skills. Through these efforts, F5RC continues to raise awareness, reminding parents and caregivers that drowning is preventable.
SOW Details:
The City of Banning shall provide swim instruction for children ages zero (0) through five (5) using the American Red Cross Learn‑to‑Swim curriculum, including Parent and Child Aquatics levels. The program shall serve approximately seventy‑two (72) children and shall emphasize early water safety education and drowning prevention.
Swim lessons shall be offered in two‑week sessions, Monday through Thursday. Each class shall be forty (40) minutes in duration and shall follow age‑appropriate skill progressions.
Instruction shall include essential water safety topics, including recognizing emergencies, calling for help, and demonstrating safe behavior in and around water. Instruction shall also address foundational aquatic skills, including water adjustment, floating, kicking, breath control, safe water entry and exit, introductory submersion, and basic arm and leg movements. Developmentally appropriate instructional strategies, such as guided games, songs, and water toys, shall be incorporated to promote comfort and learning.
The objectives of the program are to strengthen water safety knowledge, build foundational swim skills, and support drowning prevention by increasing access to structured aquatic instruction for young children and their families.
Referral Intake and Enrollment:
The Agency shall receive electronic referrals for swim lessons through the First 5 Apricot database.
The Agency shall review and accept referrals within twenty‑four (24) hours of receipt and shall contact referred families within forty‑eight (48) hours to complete enrollment and schedule participation in an upcoming swim lesson session.
Enrollment and Priority:
Lessons shall be offered on a first-come first-served basis to families that meet one or more of the following criteria:
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 27 of 34 • Children served by a First 5 Riverside County funded agency • Children who have experienced a near‑drowning incident or who are at greater risk for drowning (e.g., residing near an open body of water)
• Children of families eligible for public assistance, including but not limited to:
‑ CalWORKs
‑ CalFresh
‑ Medi‑Cal
‑ WIC
‑ Quality Start Riverside County CAPP/RHAP
• Other eligibility criteria approved by First 5 Riverside County Participating children must be at least six (6) months old to enroll.
Priority enrollment shall be given to children at high risk for drowning, including:
• Children living in a home with access to a pool
• Children with a family member who has a pool
• Infants and toddlers
• Children with a history of near‑drowning
• Children involved in the child welfare system
Reporting and Performance Targets:
Monthly Reporting
The Agency shall input and submit all required program data into the data management system on a monthly basis by the established deadline. Monthly reporting shall include program data and participant demographic information.
The Agency shall report the following information for each child who completes a swim lesson series funded by First 5 Riverside County, organized by pool location and date of first lesson:
• Total number of children who completed swim lessons
• Child’s age group (6 months–3 years or 3–5 years)
• Primary language spoken at home
• Child’s ethnicity
• City of residence
• Zip code of residence
• Total number of children receiving refresher lessons
• Total number of families receiving drowning prevention educational materials 664
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 28 of 34 Quarterly Reporting (Program Progress Reports – PPR)
The Agency shall submit a Program Progress Report (PPR) on a quarterly basis through the data management system within the required timeframe. Quarterly reporting shall include narrative analysis, progress toward performance targets, and cumulative data.
Each PPR shall include:
Section 1: Activities and Accomplishments
• Summary of program implementation for the reporting period • Progress toward quarterly and year‑to‑date performance targets • Description of services delivered and populations reached Section 2: Challenges and Course Corrections
• Identification of barriers or challenges encountered
• Description of adjustments made to address challenges Section 3: Success Stories
• At least one client success story demonstrating program impact 665
ATTACHMENT B: BUDGET
Budget Start Date: 07/01/2026 Budget End Date: 08/31/2027 Total Amount: $4,000 TOTAL CONTRACT BUDGET $4,000
FISCAL YEAR 2026-2027
Category Description Amount
Operational Expenses Swim Lesson Scholarship: Resident $50/Non-Resident $55 $4,000 SUBTOTAL: $4,000
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 30 of 34 CF26126 A0-CTBAN-DPSWM
Approved Contract Template (03/12/25) - Action Item 25-09 ATTACHMENT C: PAYMENT PROVISIONS
A. FISCAL
The maximum amount reimbursable over the life of this Contract shall not exceed FOUR THOUSAND DOLLARS ($4,000) for the duration of the Contract period as awarded by the Riverside County Children and Families Commission, also known as First 5 Riverside County, (hereinafter the “COMMISSION” or “COUNTY”), provided pursuant to the California Children and Families Act of 1998, also known as Proposition 10.
1) CONTRACT PERIOD: 07/01/2026 – 08/31/2027
1. Method, Time, and Schedule Conditions of Payment
a. The COMMISSION will disburse funds on a reimbursement payment process based on the Contract Budget (Attachment “B”) amount for the applicable fiscal year and Monthly report submissions. Payment will be rendered fifteen (15) business days from submission of all required documentation.
b. Disbursement of any payment of funds to CONTRACTOR shall be made so long as all of the following conditions have been met:
1. The Contract has been approved by the COMMISSION;
2. The Contract has been fully executed by all parties;
3. All applicable licenses to comply with the terms of the SOW are current and valid; and
4. The CONTRACTOR submits monthly itemized invoices, via the data management system to include the supporting documentation separated by a cover sheet in front of each expense category. Documentation shall include payroll register or report, time & activity report and/or, timesheets, statement of costs, copy of invoice or receipt, mileage report(s), copy of check(s) or proof of payment; and
5. COMMISSION staff has reviewed and approved Cost Allocation Plan (if applicable). c. Under special circumstances, CONTRACTOR may request advance disbursements. A supplemental disbursement request along with justification must be submitted, in writing, to the Executive Director.
d. The COMMISSION Executive Director reserves the right to withhold or reduce disbursement of funds if CONTRACTOR fails to 1) comply with monthly and/or quarterly reports by the indicated due date as set forth in Section 11 of the Contract; 2) if results achieved are not as projected and no COMMISSION approved plan is in place for improvement; or 3) if the CONTRACTOR is not in compliance with any provision contained within this Contract.
e. The final funding period amount approved for the Contract Period shall be paid based on final allowable expenditures incurred between July 1, 2026, and August 31, 2027, and reported by the final deadline for fiscal reporting as defined in Section 11. Fiscal and Program Reporting Requirements, A. Fiscal Reporting. All expenditures must be incurred on or before August 31, 2027. The CONTRACTOR shall submit its final invoice no later than thirty (30) calendar days after the end of the Contract Period. Expenditures incurred after September 30 shall not be accepted.
2. Allowable Costs
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 31 of 34 Funds provided pursuant to this Contract shall be expended by CONTRACTOR in accordance with the Budget.
a. Such specified expenditures will be further limited to those that are considered both reasonable and necessary as determined by the COMMISSION. CONTRACTOR agrees COMMISSION may recover any payments for services or goods, including rental of facilities, which were not reasonable and necessary, or which exceeded the fair market value. The recovery shall be limited to payments over and above reasonable or fair market amounts and any costs of recovery.
b. The reasonable and allowable reimbursement rate for use of motor vehicles, travel expenses and food are based on the current IRS allowable rate. c. Contractor shall obtain approval for all overnight travel and out of State travel as it relates to services provided in this Contract. Reimbursement as it relates to pre-approved travel will be based on the Federal allowable rate. Request must be submitted in writing thirty (30) days in advance of travel date and travel must be approved in advance by COMMISSION management.
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Approved Contract Template (03/12/25) - Action Item 25-09 Page 32 of 34 ATTACHMENT D: COMPREHENSIVE TOBACCO CONTROL POLICY
As a material condition of the Contract, the CONTRACTOR shall agree that the CONTRACTOR and the CONTRACTOR’s employees, while receiving funding from the COMMISSION:
1. Shall not use tobacco products while using the CONTRACTOR’s property e.g., vehicle, equipment; and
2. Shall not sell, offer, or provide tobacco products on CONTRACTOR 'S premises; and
3. Shall have tobacco education and cessation materials visibly available and accessible to clients participating in activities funded by Proposition 10 funds; and
4. Shall assure that the CONTRACTOR and its employees have no current business association or relationship with the tobacco industry, and further agrees to neither accept nor solicit financial contributions, sponsorships, gifts, or services from any tobacco company, executive, or tobaccorelated function; and
5. Shall make a reasonable effort to divest all investments in companies that derive fifteen percent (15%) or more of revenues from tobacco.
The COMMISSION may terminate for default or breach of this Contract and any other Contract the CONTRACTOR has with the COMMISSION, if the CONTRACTOR or CONTRACTOR’s employees, are determined by the COMMISSION Executive Director, not to be in compliance with the conditions set forth herein.
If the CONTRACTOR or CONTRACTOR’s employees are determined by the COMMISSION Executive Director not to be in compliance with the conditions set forth herein, the COMMISSION may terminate for default or breach of this Contract and any other Contract the COMMISSION has with the CONTRACTOR.
In instances where the CONTRACTOR is part of a larger entity, and where the entity has an investment policy set by governance officials other than the CONTRACTOR, and the CONTRACTOR is not directly involved in such investment decisions, CONTRACTOR agrees to the provisions herein as required in the programs and activities under the direct control of the CONTRACTOR to the satisfaction of the COMMISSION Executive Director. Activities of the larger entity other than investment decisions, which are not under the direct control of CONTRACTOR, shall not be considered to be in violation of CONTRACTOR’s activities pursuant to the policy.
ATTACHMENT F: USE OF DATA AND CONFIDENTIALITY
This Data and Confidentiality Agreement (the ‘Addendum’) supplements and is made part of Contract CF26126 (the ‘Contract’) between the Riverside County Children and Familes First Commission, as a department of the County of Riverside (“COMMISSION”) COMMISSION and City of Banning (the ‘CONTRACTOR’) and shall be effective as of 07/01/2026.
RECITALS
WHEREAS, the COMMISSION and CONTRACTOR entered into the Contract pursuant to which the CONTRACTOR provides services to the COMMISSION, and in conjunction with the provision of such services certain confidential data may be created by or made available to CONTRACTOR for the purposes of carrying out its obligations under the Contract; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
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1. USE OF DATA
A. Disclosure of confidential data released under this Agreement for any purpose other than the purpose for which it is obtained is prohibited by law.
B. Confidential data provided under this Agreement continues to be the property of the providing party.
C. Confidential data shared under this Agreement will not be used for any purpose other than those stated herein.
D. CONTRACTOR may not disclose the confidential data to any other parties, except in aggregate.
E. No research or reports related to confidential data provided under this Agreement shall be published without COUNTY’s prior review of the research or reports. COUNTY shall have 30 calendar days for review prior to publication. Should COUNTY disagree with any of the published content, a disclaimer stating COUNTY’s disagreement must be included in the final publication, preferably in the Executive Summary.
F. COUNTY shall delete files in accordance with the COUNTY’s retention policies and pursuant to applicable federal and state laws, unless the parties mutually agree in writing to a new purpose and retention period for the confidential data and matched confidential data sets. Any questions or concerns about the confidential data or reports should be relayed within 30 days of receipt.
G. CONTRACTOR’s provision to COUNTY of confidential data as contemplated herein is not a violation of the Family Educational Rights and Privacy Act. (20 USCA § 1232.)
2. CONFIDENTIALITY
A. As required by applicable law, COUNTY and CONTRACTOR shall maintain the privacy and confidentiality of all information and records, regardless of format, received pursuant to the Agreement (“confidential information”). Confidential information includes but is not limited to, individually identifiable physical or mental health information, substance abuse information, child care or education information, personnel or employment information, financial information, criminal justice information, demographic information, unpublished or sensitive technological or scientific information; medical, personnel, or security records; material requirements or pricing/purchasing actions; COUNTY information or other data which is not subject to public disclosure; COUNTY operational procedures; and knowledge of contractors, subcontractors or suppliers in advance of official announcement.
CONTRACTOR shall ensure that no person will publish, disclose, use or cause to be disclosed such confidential information pertaining to any applicant or recipient of services unless authorized by law. CONTRACTOR shall keep all confidential information received from COUNTY in the strictest confidence. CONTRACTOR shall comply with Welfare and Institutions Code Section 10850 and Health and Safety Code § 130140.1(e)(1).
B. CONTRACTOR shall take special precautions, including but not limited to, sufficient training of CONTRACTOR’s staff before they begin work, to protect such confidential information from loss or unauthorized use, access, disclosure, modification, or destruction.
C. CONTRACTOR shall ensure case records or personal information is kept confidential when it identifies an individual by name, address, or other specific information.
CONTRACTOR shall not use such information for any purpose other than carrying out CONTRACTOR’s obligations under this Agreement.
D. CONTRACTOR may disclose the confidential information disclosed to it pursuant to Contract XXX to any person, agency, or entity that receives funding from the county COMMISSION, by way of grant award, or contract or as a service provider for the provision 670
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CONTRACTOR shall promptly transmit to COUNTY all third-party requests for disclosure of confidential information. CONTRACTOR shall not disclose such information to anyone other than COUNTY except when disclosure is specifically permitted by this Agreement or as authorized in writing in advance by COUNTY when COUNTY had determined disclosure is in compliance with applicable law.
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CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Jennifer Terry, Finance Director
Jennifer Terry, Finance Director
MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-103, Establishing an Appropriations limit for Fiscal Year 2026/27 and Retroactively Approving the Fiscal Year 2025/26, Pursuant to Article XIIIB of the California Constitution.
STAFF RECOMMENDATION:
Adopt Resolution 2026-103
BACKGROUND:
Article XIII-B of the California State Constitution, commonly referred to as the Gann Initiative or Gann Appropriations Limit, was adopted by California voters on November 6, 1979, to place limits on the amount of tax proceeds that can be spent by governmental entities. Subsequently, on June 5, 1990, California voters approved the Traffic Congestion Relief and Spending Limitation Act (Proposition 111), which made various amendments to Article XIII-B. As a result of Proposition 111, the City may choose between two annual inflation factors and two population growth factors for the calculation of the appropriations limit.
JUSTIFICATION:
Annually, local agencies are required to adopt an appropriations limit in accordance with Article XIII-B of the California State Constitution. Not doing so could allow spending limits greater than legally allowed and result in audit and compliance findings.
FISCAL IMPACT:
Approval of the FY 2026/27 GANN limit sets the maximum spending authority for the fiscal year.
ATTACHMENTS:
1. Resolution 2026-103 JT.docx
2. GANN FY27 Exhibit A.pdf
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Resolution 2026-103