Agenda packet, regular meeting — Banning City Council, June 23, 2026 (part 7 of 7)

RESOLUTION 2026-84

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING THE FIFTH AMENDMENT FOR CONTRACT SERVICES (C00698) FOR

LANDSCAPE MAINTENANCE SERVICES FOR BANNING CITY PARKS WITH MARIPOSA LANDSCAPES, INC., NOT TO EXCEED THE AMOUNT OF $172,734.80 FOR FY 2026/27 WHEREAS, the Parks and Recreation Department does not have the required staff needed to provide parks landscape maintenance for City parks; therefore, it is necessary to retain a landscape maintenance service provider to maintain the current service level effectively, efficiently and safely for City parks; and
WHEREAS, at the regularly scheduled meeting on February 23, 2021, the City Council awarded a Park’s Landscape maintenance contract (C00698) to Mariposa Landscapes, Inc., for maintenance of City Parks; and
WHEREAS, the original contract was in the amount of $96,684.00, with a 10% contingency, for a total not to exceed amount of $106,352.00; and WHEREAS, the initial Agreement for maintenance of the City Parks was for a term of fifteen (15) months with four (4), one (1) year renewal options upon satisfactory review of the previously provided services through June 30, 2022; and WHEREAS; the City and Contractor entered into Amendment No. 1 dated August 2, 2022, extending the Agreement through June 30, 2023, and increasing compensation to an amount not to exceed $101,638.80, including a 10% contingency, as approved by City Council Resolution 2022-56; and
WHEREAS; the City and Contractor entered into Amendment No. 2 dated June 15, 2023, extending the Agreement through June 30, 2024, modifying the scope of services, and increasing compensation to an amount not to exceed $135,847.97, including a 10% contingency, as approved by City Council Resolution 2023-99; and
WHEREAS; the City and Contractor entered into Amendment No. 3 dated May 14, 2024, extending the Agreement through June 30, 2025, modifying the scope of services, and increasing compensation to an amount not to exceed $139,787.64, including a 10% contingency, as approved by City Council Resolution 2024-67; and
WHEREAS; the City and Contractor entered into Amendment No. 4 dated May 27, 2025, extending the Agreement through June 30, 2026, modifying the scope of services to include additional landscape sites, and increasing compensation to an amount not to exceed $167,296.95, including a 10% contingency, as approved by City Council Resolution 2025-71; and WHEREAS; Amendment No. 4 included an expanded scope of work to include the ongoing maintenance of Richard Sanchez Park and the accompanying southern Trail. An extensive cleanup of the park and the trail was needed to ensure the area was safe for public use prior to assuming for ongoing maintenance. The cost of this unanticipated work was $9,450 and was not included in the prior Council authorization. The Department absorbed the cost for this unanticipated work into its existing budget allocation. 1368
Resolution 2026-84

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WHEREAS, the City is in the process of issuing a Request for Proposals (RFP) to perform landscape services for City Parks and Facilities; and
WHEREAS, Mariposa Landscapes Services, Inc., has provided satisfactory service to the City over the term of Amendment No. 4; and
WHEREAS, Mariposa Landscapes Services, Inc., has requested to include in the Amendment No. 5 for FY 2026/27, a U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index (CPI) Riverside – San Bernardino – Ontario Area adjustment of 3.25% in accordance with Section 2.1 of the original agreement; and WHEREAS, the City and Contractor now desire to enter into Amendment No. 5 that includes 1) Ratification to spend $9,450 in fiscal year (FY) 2025/26 to provide a one-time cleanup of the park and trail at Richard Sanchez Park to bring the site up to the park's established level of service; 2) Extend the term to July 1, 2026, through June 30, 2027; and 3) Modify the scope of services, and increase compensation for FY 2026/27 to an amount not to exceed $172,734.80, including a 10%; and
WHEREAS, continuation of the Agreement will ensure there is no lapse in landscape maintenance services while the City conducts a competitive Request for Proposals for Landscape Services. Upon award of the Request for Proposals for Landscape Services, the City retains the right to terminate the Agreement upon thirty (30) days’ written notice, consistent with the termination provisions of the Agreement; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council approves the Contract Service Agreement with Mariposa Landscapes, Inc. for the landscape maintenance service of Banning City Parks in a not-to-exceed amount of $172,734.80 for FY 2026/27, which includes a 10% contingency, ratify the FY 2025/26 $9,450 expenditure related to the catch up work at Richard Sanchez Trail; and to extend the Agreement for up to one additional 1-year term, with a total not-to-exceed amount of $833,108.16 over six (6) years.

SECTION 2. The City Council authorizes the City Manager to make non-substantive changes to the maintenance service agreement and to execute the maintenance service agreement with Mariposa Landscapes, 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.

PASSED, APPROVED, AND ADOPTED this 23rd day of June 2026. 1369
Resolution 2026-84

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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
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Resolution 2026-84

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CERTIFICATION:

I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-84, 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
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Resolution 2026-84

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EXHIBIT A
AMENDMENT NO. 5 TO AGREEMENT FOR CONTRACT SERVICES (C00698) FOR

LANDSCAPE MAINTENANCE SERVICES FOR CITY PARKS BETWEEN CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.
(Attach Agreement Document)
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AMENDMENT NO. 5 TO THE AGREEMENT FOR CONTRACT
SERVICES (C00698) FOR LANDSCAPE MAINTENANCE SERVICES

FOR CITY PARKS BY AND BETWEEN CITY OF BANNING AND
MARIPOSA LANDSCAPES, INC.

THIS AMENDMENT NO. 5 TO THE AGREEMENT FOR LANDSCAPE
MAINTENANCE SERVICES FOR CITY PARKS (“Amendment No. 5”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California Corporation (“Contractor”) is effective as of this day: ______________.

RECITALS
A. City and Contractor entered into that certain Contract dated March 22, 2021 for the purpose of providing Landscape Maintenance Services for City Parks (“Agreement”) following RFP No. 20-035 in an amount not to exceed One Hundred Six Thousand Three Hundred Fifty Two Dollars ($106,352) including a 10% contingency for additional work for a term of fifteen (15) months with four (4) one (1) year renewal options as approved by City Council on February 23, 2021.

B. City and Contractor have entered into an Amendment No. 1 to the Agreement dated August 2, 2022 to extend the term for an additional one-year term to expire June 30, 2023 and increase compensation for services provided under the Agreement in an amount not to exceed One Hundred One Thousand Six Hundred Thirty Eight Dollars and Eighty Cents ($101,638.80) including a 10% contingency for additional work, as approved by City Council Resolution 2022-56.

C. City and Contractor have entered into an Amendment No. 2 to the Agreement dated June 15, 2023 to extend the term for an additional one-year term to expire June 30, 2024, modify the scope of services, and increase the compensation for services provided under the Agreement in an amount not to exceed One Hundred Thirty-Five Thousand Eight Hundred Forty-Seven Dollars and Ninety-Seven Cents ($135,847.97) including a 10% contingency for additional work, as approved by City Council Resolution 2023-99.

D. City and Contractor have entered into an Amendment No. 3 to the Agreement dated May 14, 2024, to extend the term for an additional one-year term to expire June 30, 2025. Modify the scope of services and increase the compensation for services provided under the Agreement in an amount not to exceed One Hundred and Thirty-Nine Thousand Seven Hundred Eighty-Seven Dollars and Sixty-Four Cents ($139,787.64) including a 10% contingency for additional work, as approved by City Council Resolution 2024-067.

E. City and Contractor have entered into an Amendment No.4 to the Agreement dated May 27, 2025 to extend the Agreement for an additional one-year ending on June 30, 2026, modify the scope of services to include additional landscape sites and to provide compensation for the additional one-year term and additional services in an amount not to exceed One Hundred Sixty-Seven Thousand Two Hundred Ninety-Six Dollars and 1373
Ninety-Five Cents ($167,296.95) including a 10% contingency for additional work, as approved by City Council Resolution 2025-071.

F. City and Contractor now desire to amend the Agreement (“Amendment No. 5”) to ratify compensation for services performed during Fiscal Year 2025–2026 in an amount not to exceed Nine Thousand Four Hundred Fifty Dollars ($9,450), and to authorize compensation for the extended one-year term for Fiscal Year 2026–2027 in an amount not to exceed One Hundred Seventy-Two Thousand Seven Hundred Thirty-Four Dollars and Eighty Cents ($172,734.80), including a ten percent (10%) contingency for additional work. The Parties further desire to extend the term of the Agreement for an additional one-year period, to expire on June 30, 2027, to modify the scope of services, and to provide total compensation for this Amendment No. 5 in an amount not to exceed One Hundred Eighty-Two Thousand One Hundred Eighty-Four Dollars and Eighty Cents ($182,184.80), which includes both the ratification and the Fiscal Year 2026– 2027 compensation. This Amendment No. 5 therefore increases the Contract Sum of the Agreement to Eight Hundred Thirty-Three Thousand One Hundred Eight Dollars and Sixteen Cents ($833,108.16).

The Parties therefore agree follows:

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

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

1.2 The maximum compensation for the Services performed pursuant to this Amendment No. 5 shall not exceed One Hundred Eighty-Two Thousand One Hundred Eighty-Four Dollars and Eighty Cents ($182,184.80), including a ten percent (10%) contingency for additional work, which amount includes the ratification payment and the Fiscal Year 2026-2027 compensation, thereby increasing the Contract Sum, as set forth in Section 2.1 of the Agreement, to Eight Hundred Thirty-Three Thousand One Hundred Eight Dollars and Sixteen Cents ($833,108.16).

1.3 The Parties hereby acknowledge and agree that the City has received services from the Contractor during Fiscal Year 2025-2026 for which additional compensation in the amount of Nine Thousand Four Hundred Fifty Dollars 1374
($9,450) is due. By execution of this Amendment No. 5, the City hereby ratifies and approves payment of said amount.

1.4 Section 3.1 of the Agreement is hereby amended to remove the following language: “This Agreement shall include the option to extend for four (4) additional one-year terms if agreed to in writing in advance by both Parties.”

1.5 The Term of the Agreement, as set forth in Section 3.1 of the Agreement, is hereby extended through June 30, 2027, 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. 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 5. In the event of a conflict between the provisions of this Amendment No. 5 and the provisions of the Agreement or Amendment Nos. 1 through 5, the provisions of this Amendment No. 5 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. 5.

2.3 Authority. The persons executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv) entering into this Amendment No.5 does not violate any provision of any other agreement to which said party is bound.

2.4 Counterparts. This Amendment No. 5 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. 5 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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ATTACHMENT 1
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Mariposa Landscape Inc. Park’s duties Photos
Turf & Planter management – Mowing, fertilizing,
weeding, shrub and bed maintenance
Edging around hardscapes and amenities & Shrub maintenance 1378
Mariposa Landscape Inc. Park’s duties
Irrigation repairs – Main Lines in turf and under concrete – Valve Repairs
Tree Work – Down Branches, Skirting of Trees
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Marisol Lopez, Economic Development Manager Elizabeth Gibbs, City Manager
MEETING DATE: June 23, 2026
SUBJECT: Lamar Billboard – Approval of Final City Advertisement Rendering Billboard Update
STAFF RECOMMENDATION:

Staff recommends that the City Council:

1. Approve the final billboard advertisement rendering titled Billboard Attachment A_3_Final(2026).jpg; and

2. Authorize staff to coordinate with Lamar Advertising to proceed with final production, printing, and installation of the approved billboard design.

BACKGROUND:

On May 12, 2026, the City Council considered Agenda Item 9.5, titled Lamar Billboard – Agreement Overview and Selection of City Advertisement Rendering. The item provided an overview of the City of Banning’s longstanding billboard advertising benefit with Lamar Advertising, formerly Martin Communications, and presented updated billboard concepts for City Council review and direction.

The City’s use of the billboard originates from land use entitlements granted in 2001 to Martin Communications through Conditional Use Permits and Variance approvals under City Council Resolution No. 2001-111. As part of those approvals, the billboard operator agreed to provide a public benefit to the City in exchange for approval of billboard structures within the railroad right-of-way corridor.

This public benefit includes one outdoor advertising face for the City’s continuous and exclusive use to promote and market the City of Banning. City records further confirm that the advertising face is provided at no cost to the City, includes one copy change per year at no cost, is illuminated at no cost, and may be relocated, if necessary, at the operator’s expense.

City Council agenda materials dated February 25, 2003, further confirm that the billboard display space is provided free of charge, may be refreshed annually, and is intended to support economic development messaging to travelers along Interstate 10. This arrangement continues under Lamar Advertising as the successor entity to Martin Communications.

Following discussion at the May 12, 2026, City Council meeting, the City Council directed staff to make additional design updates and contact a potential retailer coming to the City of Banning regarding the possible inclusion of the retailer’s logo and/or building image on the billboard. Staff contacted the retailer by email; however, the retailer did not provide authorization at this time to use its logo or building image. 1380
As a result, staff proceeded with the design modifications requested by the City Council. The final rendering reconfigures the design by moving the green space to the center and redesigning and relocating the retailer/business building image to the area where the green space was previously shown.

Staff has prepared the final billboard advertisement rendering, titled Billboard Attachment A_3_Final(2026).jpg, for City Council review and approval.

The final design supports the City’s broader economic development goals by promoting Banning as a location for investment, business attraction, tourism, and future growth. Due to its visibility along the Interstate 10 corridor, the billboard remains a valuable marketing tool to communicate the City’s economic development message to residents, visitors, investors, developers, and prospective businesses.

Upon City Council approval, staff will coordinate with Lamar Advertising to proceed with final production, printing, and installation. Per Lamar Advertising, once approved artwork is submitted, production typically takes approximately 5 to 7 business days. After Lamar receives the printed vinyl, installation will be scheduled for the next available posting date. Lamar also allows up to a 5-day grace period from the scheduled posting date for vinyl installation, so there may be a short window between the posting date and actual installation.

BANNING 2030 ECONOMIC DEVELOPMENT ALIGNMENT: This item supports the Banning 2030 – Designing Our Future NOW! plan, specifically the Economic Development section and the City’s goal to strengthen, diversify, and promote Banning’s economy.

The billboard serves as a regional marketing tool by increasing visibility, promoting Banning’s identity, and positioning the City as a place for business investment, commercial growth, tourism, and opportunity. It also supports the City’s ongoing efforts to attract new businesses, expand the local tax base, create jobs, and enhance the City’s image along the Interstate 10 corridor.

The updated billboard aligns with Banning 2030 by reinforcing a clear, business-friendly economic vision and supporting targeted marketing and business attraction strategies. Because the advertising face is provided at no cost to the City, the City is able to leverage an existing public benefit asset to promote economic development without creating an additional fiscal burden.

JUSTIFICATION:

The Lamar billboard is a longstanding, no-cost, City-controlled marketing asset secured through prior City Council land use approvals. This advertising space provides ongoing value and supports the City’s ability to promote economic development opportunities without incurring standard outdoor advertising costs.

Approval of the final billboard design will allow staff to move forward with timely production and installation of the updated advertisement. Updating the billboard content will:
• Ensure the City’s messaging remains current, clear, and visually effective; • Promote the City of Banning to travelers along Interstate 10; • Support business attraction, tourism, and investment opportunities; • Reinforce the City’s business-friendly economic development message; • Provide continued visibility for the City’s economic development efforts; • Support commercial investment, local revenue generation, and future growth; and • Align with the Banning 2030 Economic Development Framework.

City Council approval of Billboard Attachment A_3_Final(2026).jpg will provide staff with the authorization needed to proceed with Lamar Advertising for final print production and billboard installation
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FISCAL IMPACT:

There is no fiscal impact associated with approval of the final billboard advertisement rendering and coordination with Lamar Advertising for the billboard update.

Per the agreement terms established through prior approvals:
• The advertising face is provided at no cost to the City; • One advertisement copy change per year is provided at no cost to the City; and • Illumination and maintenance are provided at no cost to the City.

ATTACHMENTS:

1. 9.5 Lamar Billboard_Agreement Overview and Selection of City Advertisement Rendering.pdf

2. CC Agenda Packet - Regular Meeting - 2_25_2003.pdf

3. CC Resolution No. 2001-111_ConditionalUsePermits_MartinCommunications.pdf

4. Static Bulletin - 10'6x36 - Spec Sheet (1).pdf

5. Billboards_combined.pdf
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Marisol Lopez, Economic Development Manager Elizabeth Gibbs, City Manager
MEETING DATE: May 12, 2026
SUBJECT: Lamar Billboard – Agreement Overview and Selection of City Advertisement Rendering
RECOMMENDATION:

Receive and file the overview of the Lamar billboard agreement and provide staff with direction by selecting a preferred advertisement rendering (Attachment A, B, or C) for display on the City of Banning Lamar billboard.

Additionally, provide any desired feedback or modifications to the selected design.

Upon City Council selection, staff will:

Finalize the selected design incorporating any Council feedback; Coordinate with Lamar Advertising for production and installation; and Schedule the advertisement update in accordance with the agreement’s annual no-cost change provision.

BACKGROUND:

The City of Banning’s use of the Lamar billboard originates from land use entitlements granted in 2001 to Martin Communications (now Lamar Advertising) through Conditional Use Permits and Variance approvals approved by the City Council under Resolution No. 2001-111.

As part of those approvals, the billboard operator agreed to provide a public benefit to the City in exchange for the approval of billboard structures within the railroad right-of-way corridor. This public benefit includes dedicating one outdoor advertising face for the City’s continuous and exclusive use to promote and market the City of Banning.

A formal letter from the City Manager dated November 21, 2001, confirms that one sign face would be made available for the City’s continuous use only and that no additional City Council action is required to utilize this advertising space.

Supporting correspondence and City records further confirm that the operator agreed to:
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Provide one advertising face for ongoing City use at no cost; Change the advertisement copy once per year at no cost to the City; Illuminate the billboard at no cost to the City; and
Relocate the billboard, if necessary, at the operator’s expense.

City Council agenda materials dated February 25, 2003, further confirm that the billboard display space is provided free of charge with the understanding that it may be refreshed annually and is intended to support economic development messaging to travelers along Interstate 10.

This arrangement continues under Lamar Advertising as the successor entity to Martin Communications.

To support updated City branding and economic development messaging, the City of Banning Economic Development Committee—comprised of Mayor Richard Royce, Council Member Leroy Miller, City Manager Elizabeth Gibbs, Economic Development Manager Marisol Lopez, and Multimedia Specialist John Garside, met on March 12, 2026, to review and discuss updated billboard advertisement concepts.

Three updated design renderings have been prepared and are included for City Council consideration:

Attachment A – Billboard Design Concept (2026)
Attachment B – Billboard Design Concept (2026)
Attachment C – Billboard Design Concept (2026)
Attachment D – Existing Billboard Image
These concepts reflect updated branding, messaging, and visual positioning aligned with the City’s economic development goals.

JUSTIFICATION:

The Lamar billboard serves as a longstanding, no-cost, City-controlled marketing asset secured through prior City Council land use approvals.

The City receives this advertising space as a public benefit condition tied to the approval of Conditional Use Permits and Variances for billboard structures. This ensures that the City receives ongoing value in exchange for allowing private billboard operations within City limits.

Updating the billboard content:

Ensures the City’s messaging remains current, clear, and visually effective; Supports business attraction and economic development efforts; Enhances visibility along a major regional corridor (Interstate 10); and Aligns with the City’s Banning 2030 – Designing Our Future NOW! Economic Development Framework, including:

Tier 1 (Policy):

Reinforcing a clear, business-friendly economic vision and promoting the City of Banning as a place for investment, visitation, and opportunity.

Tier 2 (Implementation):

Advancing targeted marketing and business attraction strategies by showcasing the City’s assets, 1384
location advantages, and quality of life.

The collaborative review by the Economic Development Committee ensures a coordinated and strategic approach to City branding. City Council direction on a preferred rendering will allow staff to proceed with implementation consistent with the agreement and the City’s broader economic development objectives.

FISCAL IMPACT:

There is no fiscal impact associated with updating the billboard advertisement.

Per the agreement terms established through prior approvals:

The advertising face is provided at no cost to the City; One advertisement change per year is provided at no cost; and Illumination and maintenance are provided at no cost.

ATTACHMENTS:

1. Billboard 1 adjusted A 2.jpg

2. Billboard 1 adjusted B 2.jpg

3. Billboard 1 adjusted C 2.jpg

4. Billboard Attachment D Existing Image (2026).png

5. CC Agenda Packet - Regular Meeting - 2_25_2003.pdf

6. CC Resolution No. 2001-111_ConditionalUsePermits_MartinCommunications.pdf

7. Static Bulletin - 10'6x36 - Spec Sheet (1).pdf
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RESOLUTION NO. 2001-111

RESOLUTION OF FINDINGS AND CONCLUSIONS OF THE CITY COUNCIL

OF THE CITY OF BANNING IN SUPPORT OF THE GRANTING OF THE

APPEAL OF APPELLANT MARTIN COMMUNICATIONS IN THE MATTER OF CONDITIONAL USE PERMITS 01-803 THROUGH 01-808
WHEREAS, at its meeting of September 4, 2001, the Planning Commission of the City of Banning took evidence and took evidence and heard testimony in the matter of the grant of Conditional Use Permits 01-803 through 01-806 and based thereon denied each such conditional use permit; and
WHEREAS, thereafter applicant Martin Communications submitted timely notice of appeal of the matter to be heard by the City Council; and WHEREAS, at its meeting of October 9, 2001, the City Council conducted a de novo hearing of the appeal and took evidence and heard testimony; and WHEREAS, Banning Ordinance Code Section 9116.13 (B) requires that the City Council shall announce its findings and decision by formal resolution.

NOW THEREFORE, it is hereby resolved that the City Council does find and conclude as follows:

Section 1.

Regarding Conditional Use Permits 01-803 through 01-806:

A. Findings of Fact:

1. That in 1993, the City of Banning permitted the remodeling of a billboard within the railroad right- way, of-thus making the factual determination that the railroad right- wayof-is an M1 zone.

2. That the zoning map Exhibit #2 provided by Martin Communications indicates that the area M1 designated on that map can be viewed as extending all the way to Highland Springs Avenue.

3. That there are existing billboards within the area designated in number 2 above that would have had to have some kind of clearance to be built.

B. Conclusions:

The issuance of a conditional use permit is consistent with the provisions of an adequate general plan. The issuance of such a permit is not ultra vires and is valid in that the general plan is adequate and conforms to the Rcso. 2001-I11 Martin Cup Findings ]
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10. mandatory statutory criteria which are relevant to the uses sought by the permit;
The subject applications incorporate properties that are zoned C-M or M, the zoning designations within the City that currently list billboard structures as possible land uses subject to the approval of a Conditional Use Permit;
The Circulation Element of the City'sGeneral Plan depicts the subject properties on which the billboard structures are proposed to be located as "railroads"; the "railroads" designation of the City's Circulation Element contains provisions that allow billboard structures;
The Land Use Element of the City's General Plan depicts a land use designation for the railroads that traverse the City as right- wayof-for railroads;
Appendix " A" (Zoning) of the Banning Ordinance Code contains provisions that address railroads in terms of assigning a zoning classification and/or that outlines allowable land uses within a zone district or areas designated "railroads" in the City's Circulation Element; California State Law requires that zoning conform to a City's General
Plan and that the approval of any discretionary permits including Conditional Use Permits conform to zoning and the provisions of the City's
General Plan;
Because the City has a General Plan designation for the railroads that traverse the City as right- wayof-for trains, it can approve the subject Conditional Use Permits because it can make the finding that the use is consistent with the City's
General Plan;
For the reasons outlined in subnumerals 1 through 7, the City Council overrules the Planning Commission's determination of denial on the basis that the subject Conditional Use Permits and the proposed placement of billboard structures is not permitted by zoning and would therefore be inconsistent with the City'sGeneral Plan.

The proposed use is permitted subject to a conditional use permit within the proposed land use district and therefore complies with all of the applicable provisions of the Banning Ordinance Code;
The proposed use would not impair the integrity and character of the land use district in which it is to be located;
Reso. 2001-111 Martin Cup Findings 2
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PRODUCTION RESOLUTION

MECHANICAL SPECIFICATIONS

MATERIAL, SUBSTRATE, INK & WARRANTIES

DESIGN SPECIFICATIONS
| LAMAR ADVERTISING COMPANY | lamar.com
Live (visible) area: 10’6” (h) x 36’0” (w), Finished size: 11‘6” (h) x 37’0” (w) If you prefer to download a template in .PDF or .TIFF format, go to: LamarGraphics.com > Templates > Print Templates.

PRODUCTION FACILITY SPECIFICATIONS
Material/Substrate:
7 ounce PVC Vinyl Flex
Up to 2 years posting
Minimum Warranty:

One year warranty protects against ink fade, ink
adhesion, and failure of material or pockets. Note: 12
ounce material is not preferred, but will be accepted
at this time.

Inks:

Inks must be weatherproof/waterproof with suicient
UV protection to meet the warranty term associated
with the aforementioned product line, specifications
or the substrate manufacturer.

Compatible Software:

Adobe Photoshop, Illustrator, or InDesign*
Acceptable Formats:

Native formats from the so
ware listed above or
.PDF, .TIFF, or .EPS
*Embed images and fonts when applicable or convert
fonts to outlines.

Updated 5/2025
10’6” (h) x 36’0” (w) BULLETIN SPEC SHEET
Lamar Bulletins are set up 1/2” = 1’ scale @ 300ppi
document resolution in CMYK color mode. This equates
to about 12.5 pixels per linear inch on the final product.

Set up your design file to the dimensions below:

ART SPECIFICATIONS
Live area document size: 5.25” (h) x 18.0“ (w)
Overall area document size: 5.75” (h) x 18.5“ (w)
The vinyl size should include 6” (physical size) of bleed on all 4 sides making the overall size of the vinyl 1’
larger in both height and width.

Lamar requires a 3" minimum mechanical pocket on
the back of the vinyl for installation. This does not
change the overall size of the vinyl.

ACCEPTED FILE TYPES

MATERIAL, SUBSTRATE, INKS & WARRANTIES
The live area represents the face of the panel. This is where all important text and images should appear.

Keep all critical elements away from the edge.

The overall area includes necessary bleed (0.5”) and
will be used to wrap around the panel. Fill the overall area with the same color as your background for best
results.
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CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Elizabeth Gibbs, City Manager
PREPARED BY: Lisa Rossi, Human Resources Director
Elizabeth Gibbs. City Manager
MEETING DATE: June 23, 2026
SUBJECT: Consideration of Resolution 2026-101, Authorizing the Appointment of Retired Annuitant Matthew Bassi as Extra Help
STAFF RECOMMENDATION:

Adopt Resolution 2026-101
BACKGROUND:

Following Community Development Director David Newell's resignation, the City initiated a formal recruitment process to fill the vacancy. Given Mr. Newell's extensive involvement in key municipal projects, Human Resources partnered with staff and specialized firms to engage a retired annuitant who could provide essential guidance and departmental continuity while a permanent successor was sought.

A permanent appointment was anticipated to be in place prior to June 30, 2026.

In mid-February, the City identified Mr. Matthew Bassi to serve as Interim Community Development Director while the permanent recruitment process continues. Mr. Bassi is a highly qualified CalPERS retiree with over 40 years of distinguished experience in city management and municipal planning. Mr.

Bassi officially assumed the Interim Community Development Director role on March 11, 2026, with his interim appointment extending through the end of the current fiscal year on June 30, 2026.

As the Community Development Director position has not yet been permanently filled, the City has an ongoing operational need for interim leadership into the new fiscal year. To ensure continuity of service and departmental support, the City proposes to continue Mr. Bassi's engagement on a limited-duration basis; however, as of July 1, 2026, his role will be designated as Extra-Help. His retired annuitant employment is anticipated to conclude on or before December 31, 2026. Mr. Bassi will be compensated at an hourly rate no less than the minimum and no more than the maximum established for employees performing comparable duties, and he will receive no additional compensation. His extensive background has equipped him with specialized knowledge and expertise directly applicable to the City's planning and development operations.

JUSTIFICATION:

The resolution for Interim Vacant Retired Annuitant under Gov. Code sections 7522.56 and 21221(h), is 1403
for CalPERS retirees hired to work in a vacant position while the employer recruits for a permanent replacement, such as an interim city manager, interim police or fire chief, interim department head, or any other unique managerial or executive position. An open recruitment to fill the vacancy with a permanent replacement is required to appoint a retiree. A retiree can only be appointed once to a vacant position. A retiree must reinstate from retirement to be employed in any regular staff position which includes any permanent positions including full time, part time, seasonal, limited term, permanent intermittent, exempt from membership, or any other type of temporary or periodic regular staff position.

FISCAL IMPACT:

Mr. Bassi would be paid an hourly rate of $103.6781 per hour, which is the hourly equivalent of the Community Development Director position. He is not entitled to any additional compensation, benefits, vacation, or holidays.

ATTACHMENTS:

1. Resolution_2026-_Matthew_Bassi_062326.docx
1404
Resolution 2026-101

Page 1 of 4 ends

RESOLUTION 2026-101

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

AUTHORIZING THE APPOINTMENT OF RETIRED ANNUITANT MATTHEW BASSI AS

EXTRA HELP
Government Code Section 21221(h)
WHEREAS, Government (Gov.) Code section 21221(h) of the Public Employees’ Retirement Law permits the governing body to appoint a CalPERS retiree to a vacant position requiring specialized skills during recruitment for a permanent appointment, and provides that such appointment will not subject the retired person to reinstatement from retirement or loss of benefits so long as it is a single appointment that does not exceed 960 hours in a fiscal year; and WHEREAS, the Banning City Council desires to appoint Retired Annuintant Matthew Bassi as Extra Help for the City of Banning under Gov. Code section 21221(h), effective July 1, 2026; and
WHEREAS, the City Council, the City of Banning and Matthew Bassi certify that Matthew Bassi has not and will not receive a Golden Handshake or any other retirement-related incentive; and
WHEREAS, the City Council finds that an exception is justified due to a vacant Director position and work exceeding regular staff workload, consistent with Gov. Code section 21224; and

WHEREAS, this Gov. Code section 21221(h) appointment shall only be made once and therefore will end on December 31st, 2026; and
WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and WHEREAS, the maximum base salary for this position is $215,650.48 and the hourly equivalent is $103.68; the minimum base salary for this position is $159,401.34 and the hourly equivalent is $76.64; and
WHEREAS, the hourly rate paid to Matthew Bassi will be $103.68; and WHEREAS, Matthew Bassi has not and will not receive any other benefit, incentive, compensation in lieu of benefit or other form of compensation in addition to this hourly pay rate; and
THEREFORE, BE IT RESOLVED THAT the City Council hereby certifies the nature of the employment of Matthew Bassi as described herein and detailed in the attached employment agreement / contract / appointment document and that this appointment is necessary to fill the critically needed position of Extra Help Retired Annuitant in Community Development Department for the City of Banning by July 1, 2026, because the need for management level support continues to exist while the Community Development Director search continues. 1405
Resolution 2026-101

Page 2 of 4 ends

SECTION 1. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.

SECTION 2. 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 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 Pinkey, City Attorney
SBEMP
1406
Resolution 2026-101

Page 3 of 4 ends

CERTIFICATION:

I, Sandra Calderon, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2026-202, 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
1407
Resolution 2026-101

Page 4 of 4 ends

Exhibit A
Letter of Employment – Matthew Bassi
1408
1 AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACT SERVICES (C00698)

FOR LANDSCAPE MAINTENANCE SERVICES FOR CITY PARKS BETWEEN CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR LANDSCAPE
MAINTENANCE SERVICES FOR CITY PARKS (“Amendment No. 2”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC. (“Contractor”) is effective as of this day: _______________.

RECITALS
A. On February 23, 2021, the City awarded a Landscape Maintenance Agreement to Mariposa Landscapes, Inc. The Agreement provided that Contractor would provide those services specified in the Agreement and in the Scope of Services attached to the Agreement as Exhibit “A1”. The Agreement included a Schedule of Compensation attached as Exhibit “C” which specified that Contractor’s total compensation would not exceed One Hundred and Six Thousand Three Hundred and Fifty-Two Dollars ($106,352.00), which included a 10% contingency for additional work.

B. On March 22, 2021, the City and Contractor, executed the Landscape Maintenance Agreement for City Parks – (C00698).

C. On May 10, 2022, the City and Contractor amended the Agreement (“Amendment No. 1”) to extend the term for an additional one-year term to expire June 30, 2023 and increase the compensation for services provided under the Agreement in an amount not to exceed One Hundred One Thousand Six Hundred Thirty-Eight Dollars and Eighty Cents ($101,638.80), as approved by City Council Resolution No. 2022-56.

D. City and Contractor now desire to amend the Agreement (“Amendment No. 2”) in accordance with City Council approval to exercise the option to extend the Agreement for an additional one-year term ending on June 30, 2024, modify the scope of services to include additional landscape sites and to provide compensation for the additional one-year term and additional services in an amount not to exceed One Hundred and Thirty-Five Thousand Eight Hundred and Forty-Seven Dollars and Ninety-Seven Cents ($135,847.97) for a total not to exceed Contract Sum of Three Hundred Forty-Three Thousand Eight Hundred Thirty-Eight Dollars and Seventy-Seven Cents ($343,838.77).

TERMS

1. Contract Changes. The Agreement is amended as follows:
a) Section 1.1 and Exhibit “A” to the Agreement is amended to include the amended scope of services attached as Attachment “1” to this Amendment 2.

DocuSign Envelope ID: ABB0887B-E27D-4297-A050-CF5DF618481D 6/15/2023
1345409
2 b) Section 2.1 (“Contract Sum”) of the Agreement is amended to provide that the City agrees to pay Contractor a monthly amount of Ten Thousand Two Hundred NinetyOne Dollars and Fifty-One Cents ($10,291.51) for twelve (12) months through June 30, 2024. Additionally, the City may authorize extra work for services not included in the agreed Scope of Services of a not to exceed amount of Twelve Thousand Three Hundred and Forty-Nine Dollars and Eighty-Five Cents ($12,349.85) for a total not to exceed amount of One Hundred and Thirty-Five Thousand Eight Hundred and FortySeven Dollars and Ninety-Seven Cents ($135,847.97). The total compensation, including reimbursement for actual expenses shall not exceed Three Hundred FortyThree Thousand Eight Hundred Thirty-Eight Dollars and Seventy-Seven Cents ($343,838.77) (the “Contract Sum”).
c) Section 3.1 (“Term”) of the Agreement is hereby amended to extend the Term of the Agreement to June 30, 2024.

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

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

5. 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) the DocuSign Envelope ID: ABB0887B-E27D-4297-A050-CF5DF618481D 1346410
3 entering into this Amendment No. 2 does not violate any provision of any other Agreement to which said party is bound.

6. Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Amendment and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: ABB0887B-E27D-4297-A050-CF5DF618481D 1347411
4 IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 2 the day and year first hereinabove written.

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

NAME: Date
TITLE:

ATTEST:

Tax ID No.

Caroline Patton Date
Deputy City Clerk
Address:

APPROVED AS TO FORM:

Richards, Watson & Gershon
City Council Approval: _____________
Serita Young Date
City Attorney
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED. APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

DocuSign Envelope ID: ABB0887B-E27D-4297-A050-CF5DF618481D 6/5/2023
Irwindale, CA 91702
95-4245898
Mariposa Landscapes, Inc.
6232 Santos Diaz St.

Antonio Valenzuela
Secretary
6/12/2023
6/13/2023
President
Terry Noriega
6/15/2023
6/15/2023
2023-099
1348412
5 ATTACHMENT “1”
DocuSign Envelope ID: ABB0887B-E27D-4297-A050-CF5DF618481D 1349413
AMENDMENT NO. 7 TO AGREEMENT FOR PROFESSIONAL SERVICES (C00763)

FOR LANDSCAPE MAINTENANCE BETWEEN THE CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

1. PARTIES AND DATE
THIS AMENDMENT NO. 7 TO THE PROFESSIONAL SERVICES AGREEMENT (“Amendment No. 7”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective this day of:
__________________.

2. RECITALS

2.1 City and Consultant entered into an agreement dated July 6, 2022 for the purpose of providing Landscape Maintenance Services (“Master Agreement”) following Request for Proposals, RFP #2022-86 and approved by City Council Resolution No.2022-86.

2.2 City and Consultant have entered into an Amendment No.1 to the Master Agreement dated May 8, 2023, for the purpose of modifying the Scope of Services and increasing the compensation by an amount not to exceed Seven Thousand Two-Hundred Forty-Eight Dollars ($7,248.00) to the Master Agreement.

2.3 City and Consultant have entered into an Amendment No.2 to the Master Agreement dated, June 7, 2023 to exercise the option to extend the Agreement for an additional one-year term ending on June 30, 2024, and to provide compensation for the additional one-year term in an amount not to exceed One Hundred Thirty-Nine Thousand Seven Hundred Ninety-Three Dollars and Sixty-Four Cents ($139,793.64) as approved by City Council Resolution No. 2023- 095.

2.4 City and Consultant have entered into an Amendment No.3 to the Master Agreement dated, September 14, 2023 to exercise the option to extend the Agreement for an additional services and to provide compensation in an amount not to exceed Four Thousand Two Hundred Twenty-Four Dollars ($4,224.00).

2.5 City and Consultant have entered into an Amendment No.4 to the Master Agreement dated, June 25, 2024 to exercise the option to extend the Agreement for an additional one-year term ending on June 30, 2025, and to provide compensation for the additional one-year term in an amount not to exceed One Hundred Forty-Eight Thousand Three Hundred Seventy-One Dollars and Forty-Eight Cents ($148,371.48) as approved by City Council Resolution No. 2024-081.

2.6 City and Consultant have entered into an Amendment No.5 to the Master Agreement dated, March 26, 2025 to provide additional compensation for as-needed services in the amount not to exceed Fifteen Thousand Dollars ($15,000.00).

2.7 City and Consultant have entered into an Amendment No.6 to the Master Agreement dated, May 27, 2025 to exercise the option to extend the Agreement to June 30, 2026, and to provide Docusign Envelope ID: 95DB77E2-03AB-4632-8761-CE0344172118 6/23/2025
12144
additional compensation in the amount not to exceed One Hundred Seventy-One Thousand Three Hundred Twenty Dollars ($171,320.00) as approved by City Council Resolution No. 2025-73.

2.8 City and Consultant now desire to amend the Master Agreement to modify the scope of work and to provide additional compensation in an amount not to exceed Twenty-Two Thousand Seven Hundred Forty-Four Dollars ($22,744.00).

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree follows:

3. INCORPORATION OF RECITALS

3.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference.

4. AMENDMENT TERMS

4.1 The maximum compensation for services performed pursuant to this Amendment No. 7 to the Master Agreement, is hereby amended and shall not exceed Twenty-Two Thousand Seven Hundred Forty-Four Dollars ($22,744.00) thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Six Hundred Forty-Nine Thousand Five Hundred Eight Dollars and Twelve Cents ($649,508.12). Work shall be performed at the rates set forth in the Master Agreement.

4.2 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.

4.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 7, all provisions of the Master Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No.5, and Amendment No. 6, shall remain unchanged and in full force and effect.

4.4 The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 7.

4.5 The persons executing this Amendment No. 7 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. 7 on behalf of said party, (iii) by so executing this Amendment No. 7, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment No. 7 does not violate any provision of any other Agreement to which said party is bound.

4.6 This Amendment No. 7 may be signed in counterparts, each of which shall constitute an original.

Docusign Envelope ID: 95DB77E2-03AB-4632-8761-CE0344172118 12154

4.7 Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 95DB77E2-03AB-4632-8761-CE0344172118 12164
IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 7 to the Master Agreement the day and year first hereinabove written.

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

NAME: Date
TITLE:

ATTEST:

Caroline Patton Date
Administrative City Clerk
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 THE CONSULTANT’S BUSINESS ENTITY.

Docusign Envelope ID: 95DB77E2-03AB-4632-8761-CE0344172118 Secretary
Antonio Valenzuela
6/23/2025 6/23/2025
President
Terry Noriega
6/19/2025
6/23/2025
12174
ATTACHMENT “A”
Docusign Envelope ID: 95DB77E2-03AB-4632-8761-CE0344172118 12184
AMENDMENT NO. 6 TO AGREEMENT FOR PROFESSIONAL SERVICES (C00763)

FOR LANDSCAPE MAINTENANCE BETWEEN THE CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

1. PARTIES AND DATE
THIS AMENDMENT NO. 6 TO THE PROFESSIONAL SERVICES AGREEMENT (“Amendment No. 6”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective this day of:
__________________.

2. RECITALS

2.7 City and Consultant now desire to amend the Master Agreement to exercise the option to extend the Agreement for an additional one-year term ending on June 30, 2026 and to provide Docusign Envelope ID: 594B2432-B1A7-410A-BDCC-2BEB15A97183 May 27, 2025
120941
compensation for the additional one-year term in an amount not to exceed One Hundred Seventy-One Thousand Three Hundred Twenty Dollars ($171,320.00) NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree follows:

3. INCORPORATION OF RECITALS

3.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference.

4. AMENDMENT TERMS

4.1 The maximum compensation for services performed pursuant to this Amendment No. 6 to the Master Agreement, is hereby amended and shall not exceed One Hundred Seventy-One Thousand Three Hundred Twenty Dollars ($171,320.00) thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Six Hundred Twenty-Six Thousand Seven Hundred Sixty-Four Dollars and Twelve Cents ($626,764.12). Work shall be performed at the rates set forth in the Master Agreement.

4.2 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.

4.3 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.

4.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 6, all provisions of the Master Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, shall remain unchanged and in full force and effect.

4.5 The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 6.

4.6 The persons executing this Amendment No. 6 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. 6 on behalf of said party, (iii) by so executing this Amendment No. 6, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment No. 6 does not violate any provision of any other Agreement to which said party is bound.

4.7 This Amendment No. 6 may be signed in counterparts, each of which shall constitute an original.

4.8 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 Docusign Envelope ID: 594B2432-B1A7-410A-BDCC-2BEB15A97183 121042
signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 594B2432-B1A7-410A-BDCC-2BEB15A97183 121142
IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 6 to the Master Agreement the day and year first hereinabove written.

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

NAME: Date
TITLE:

ATTEST:

Caroline Patton Date
Administrative City Clerk
APPROVED AS TO FORM:

Solvak, 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 THE CONSULTANT’S BUSINESS ENTITY.

Docusign Envelope ID: 594B2432-B1A7-410A-BDCC-2BEB15A97183 Secretary
5/29/2025
Antonio Valenzuela
Terry Noriega
5/28/2025
President
5/29/2025
5/31/2025
121242
ATTACHMENT “A”
Docusign Envelope ID: 594B2432-B1A7-410A-BDCC-2BEB15A97183 121342
AMENDMENT NO. 5 TO AGREEMENT FOR PROFESSIONAL SERVICES (C00763)

FOR LANDSCAPE MAINTENANCE BETWEEN THE CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

1. PARTIES AND DATE
THIS AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT (“Amendment No. 5”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective this day of:
__________________.

2. RECITALS

2.6 City and Consultant now desire to amend the Master Agreement to exercise the option to provide additional compensation for the as needed services in amount not to exceed Fifteen Thousand Dollars ($15,000.00).

Docusign Envelope ID: 91D24BDE-E988-4287-8DE0-63580DCE6119 3/26/2025
1205424
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree follows:

3. INCORPORATION OF RECITALS

3.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference.

4. AMENDMENT TERMS

4.1 The maximum compensation for services performed pursuant to this Amendment No. 5 to the Master Agreement, is hereby amended and shall not exceed Fifteen Thousand Dollars ($15,000.00) thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Four Hundred Fifty-Five Thousand Four Hundred Forty-Four Dollars and Twelve Cents ($455,444.12). Work shall be performed at the rates set forth in the Master Agreement.

4.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 5, all provisions of the Master Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No.4, shall remain unchanged and in full force and effect.

4.3 The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5.

4.4 The persons executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other Agreement to which said party is bound.

4.5 This Amendment No. 5 may be signed in counterparts, each of which shall constitute an original.

4.6 Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 91D24BDE-E988-4287-8DE0-63580DCE6119 1206425
IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 5 to the Master Agreement the day and year first hereinabove written.

CITY OF BANNING MARIPOSA LANDSCAPES, INC.

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

NAME: Date
TITLE:

ATTEST:

Caroline Patton Date
Administrative City Clerk
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 THE CONSULTANT’S BUSINESS ENTITY.

Docusign Envelope ID: 91D24BDE-E988-4287-8DE0-63580DCE6119 3/11/2025
Secretary
Antonio Valenzuela
Terry Noriega
President
3/26/2025 3/17/2025
3/26/2025
1207426
ATTACHMENT “A”
Docusign Envelope ID: 91D24BDE-E988-4287-8DE0-63580DCE6119 1208427
AMENDMENT NO. 4 TO AGREEMENT FOR PROFESSIONAL SERVICES (C00763)

FOR LANDSCAPE MAINTENANCE BETWEEN THE CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

1. PARTIES AND DATE
THIS AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT (“Amendment No. 4”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective this day of:
__________________.

2. RECITALS

2.5 City and Consultant now desire to amend the Master Agreement to exercise the option to extend the Agreement for an additional one-year term ending on June 30, 2025, and to provide compensation for the additional one-year term in an amount not to exceed One Hundred FortyEight Thousand Three Hundred Seventy-One Dollars and Forty-Eight Cents ($148,371.48).

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree follows:

3. INCORPORATION OF RECITALS

3.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference.

DocuSign Envelope ID: C12E458B-514C-4AD8-9BBF-16BA2E6A9489 6/25/2024
1201428

4. AMENDMENT TERMS

4.1 The maximum compensation for services performed pursuant to this Amendment No. 4 to the Master Agreement, is hereby amended and shall not exceed One Hundred Forty-Eight Thousand Three Hundred Seventy-One Dollars and Forty-Eight Cents ($148,371.48) thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Four Hundred Forty Thousand Four Hundred Forty-Four Dollars and Twelve Cents ($440,444.12).

Work shall be performed at the rates set forth in the Master Agreement.

4.2 The Term of the Agreement, as set forth in Section 3.4 of the Agreement, is hereby extended through June 30, 2025, unless sooner terminated or extended as provided in the Agreement.

4.3 Exhibit C-1 to the Agreement is hereby amended to read as set forth in Attachment “A”, attached hereto and incorporated herein.

4.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all provisions of the Master Agreement as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, shall remain unchanged and in full force and effect.

4.6 The persons executing this Amendment No. 4 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. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other Agreement to which said party is bound.

4.7 This Amendment No. 4 may be signed in counterparts, each of which shall constitute an original.

4.8 Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: C12E458B-514C-4AD8-9BBF-16BA2E6A9489 1202429
IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 4 to the Master Agreement the day and year first hereinabove written.

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

City Council Approval: _______________ NAME: Date
TITLE:

ATTEST:

Caroline Patton Date
Administrative City Clerk
APPROVED AS TO FORM:

Serita R. Young
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 THE CONSULTANT’S BUSINESS ENTITY.

DocuSign Envelope ID: C12E458B-514C-4AD8-9BBF-16BA2E6A9489 6/14/2024
President
6/21/2024
Terry Noriega
Antonio Valenzuela
6/21/2024
Secretary
6/25/2024
6/25/2024
2024-081
1203430
ATTACHMENT “A”
DocuSign Envelope ID: C12E458B-514C-4AD8-9BBF-16BA2E6A9489 1204431
AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL SERVICES
(C00763) FOR LANDSCAPE MAINTENANCE BETWEEN THE CITY OF BANNING AND MARIPOSA LANDSCAPES, INC.

1. PARTIES AND DATE
THIS AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES
AGREEMENT (“Amendment No. 3”) by and between the CITY OF BANNING (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective this day of: __________________.

2. RECITALS

2.2 City and Consultant have entered into an Amendment No.1 to the Master Agreement dated May 8, 2023, for the purpose of modifying the Scope of Services and increasing the compensation by an amount not to exceed Seven Thousand TwoHundred Forty-Eight Dollars ($7,248.00) to the Master Agreement.

2.4 City and Consultant now desire to amend the Master Agreement to modify the scope and to include additional compensation in an amount not to exceed of Four Thousand Two Hundred Twenty-Four Dollars ($4,224.00).

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree follows:

3. INCORPORATION OF RECITALS

3.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference.

4. AMENDMENT TERMS

4.1 The Services are hereby amended to include the additional Services set forth in Attachment “A”, attached hereto and incorporated herein.

DocuSign Envelope ID: 2E741EBC-CE30-4F6D-9E80-594E3DE3B465 9/14/2023
1197432

4.2 The maximum compensation for services performed pursuant to this Amendment No. 3 to the Master Agreement, is hereby amended and shall not exceed Four Thousand Two Hundred Twenty-Four Dollars ($4,224.00) thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Two Hundred Ninety-Two Thousand Seventy-Two Dollars and Sixty-Four Cents ($292,072.64). Work shall be performed at the rates set forth in the Master Agreement.

4.3 Continuing Effect of Agreement. Except as amended by this Amendment No.3, all provisions of the Master Agreement as amended by Amendment No.1 and Amendment No.2, shall remain unchanged and in full force and effect.

4.5 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 Agreement, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other Agreement to which said party is bound.

4.6 This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original.

4.7 Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties. [SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 2E741EBC-CE30-4F6D-9E80-594E3DE3B465 1198433
IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 3 to the Master Agreement the day and year first hereinabove written.

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

City Council Approval: _______________ NAME: Date
TITLE:

ATTEST:

Caroline Patton Date
Deputy City Clerk
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 THE CONSULTANT’S BUSINESS ENTITY.

DocuSign Envelope ID: 2E741EBC-CE30-4F6D-9E80-594E3DE3B465 Secretary
9/11/2023
Antonio Valenzuela
Terry Noriega
President
9/14/2023 9/10/2023
9/14/2023
2023-095
1199434
ATTACHMENT “A”
DocuSign Envelope ID: 2E741EBC-CE30-4F6D-9E80-594E3DE3B465 1200435

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.

Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1437 566

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.

Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1438 567

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.

Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 Drue Pounds
1439 568
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.

Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1441 570

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.

Docusign Envelope ID: 04FDD04D-A9D1-86C1-81AB-3903CBF6A2A6 1442 571

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 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.

Docusign Envelope ID: 32AFADBB-1A70-4E15-A826-4F9F5ECB0B5F June 10, 2025
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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]
Docusign Envelope ID: 32AFADBB-1A70-4E15-A826-4F9F5ECB0B5F 144984
The Parties are signing this Amendment No. 2 on the date stated in the introductory clause.

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

TITLE:

City Council Approval: _______________ NAME:

TITLE:

ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

Solvak, 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.

Docusign Envelope ID: 32AFADBB-1A70-4E15-A826-4F9F5ECB0B5F Western Operations Manager
Michael Hutchens
2025-079
145085
ATTACHMENT “A”
Docusign Envelope ID: 32AFADBB-1A70-4E15-A826-4F9F5ECB0B5F 145186
ATTACHMENT “B”
Docusign Envelope ID: 32AFADBB-1A70-4E15-A826-4F9F5ECB0B5F 145287
AMENDMENT NO. 1 TO THE AGREEMENT (C00857) FOR CITY

WIDE TRAFFIC SIGNAL MAINTENANCE SERVICES BY AND

BETWEEN CITY OF BANNING AND YUNEX, LLC
THIS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR SERVICES (“Amendment No. 1”) by and between the CITY OF BANNING (“City”) and YUNEX, LLC., A Delaware Limited Liability Company, (“Contractor”) is effective as of this day: June 25, 2024.

RECITALS
A. City and Contractor 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 Contractor now desire to amend the Agreement to extend the Term of the Agreement to August 31, 2025, and increase the Contract Sum to Fifty Thousand Dollars ($50,000.00).

The Parties therefore agree follows:

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

1.1 The maximum compensation for the Services performed pursuant to this Amendment No. 1 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 Fifty Thousand Dollars ($50,000.00).

1.2 The Term of the Agreement, as set forth in Section 3.4 of the Agreement, is hereby extended through August 31, 2025, 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. 1, all provisions of the Agreement, as amended by Amendment No.1, 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 of a conflict between the provisions of this Amendment No. 1 and the provisions Docusign Envelope ID: 93CB5305-2428-4B71-A3DF-9F89FB5ED04D 145380
of the Agreement or Amendment No. 1, the provisions of this Amendment No. 1 shall control.

2.2 Consideration for Amendment. The parties hereby agree that they have each received adequate and independent consideration for the modifications to the Agreement set forth in this Amendment No. 1.

2.3 Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

2.4 Counterparts. This Amendment No. 1 may be signed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument.

2.5 Electronic Signatures. Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURE PAGE FOLLOWS]
Docusign Envelope ID: 93CB5305-2428-4B71-A3DF-9F89FB5ED04D 145481
The Parties are signing this Amendment No. 1 on the date stated in the introductory clause.

CITY OF BANNING CONTRACTOR
Douglas Schulze,
City Manager
NAME:

TITLE:

City Council Approval: _______________ NAME:

TITLE:

ATTEST:

Caroline Patton
Administrative City Clerk
APPROVED AS TO FORM:

Richards, Watson & Gershon
Serita R. Young
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 CONTRACTOR’S BUSINESS ENTITY.

Docusign Envelope ID: 93CB5305-2428-4B71-A3DF-9F89FB5ED04D Michael Hutchens
Western Operations Manager
2024-99
145582
2344655v8

AGREEMENT FOR CITY WIDE TRAFFIC SIGNAL MAINTENANCE
SERVICES (C00857)
THIS AGREEMENT FOR TRAFFIC SIGNAL MAINTENANCE SERVICES (herein “Agreement”) is entered into this day: ___________________, (“Effective Date”) by and between the CITY OF BANNING, a California municipal corporation (“City”) and, YUNEX, LLC., a Delaware 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. Following submission of a proposal or bid for the performance of traffic signal maintenance services, as particularly defined and described in Article 1 of this Agreement, the Consultant was selected by City to perform those services.

B. The Parties desire to enter this Agreement in order to set forth terms and conditions under which Consultant will perform the traffic signal maintenance services referenced in Recital “A”. above.

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, in accordance with all terms and conditions of this Agreement, and to City’s reasonable satisfaction (“Services.”) 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 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 standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works,” Consultant shall comply in all DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 8/17/2023
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respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit “B” hereto.

1.2 Contract Documents and Exhibits.

This Agreement includes this document, Exhibit A (Scope of Services), Exhibit B (Special Requirements), and Exhibit C (Schedule of Compensation) . In the event of any conflict between this document and any Exhibit hereto, the provisions of this document shall govern.

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Services.

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

1.6 Prevention of Loss and Damages.

Consultant shall adopt reasonable methods during the Term (defined in Section 3.4) to furnish continuous protection to the work product, and the equipment, materials, papers, 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.

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1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

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

1.9 Facilities and Equipment.

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

1.10 Special Requirements.

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

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 DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 145842
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such correction(s) in a reasonably timely manner, such correction(s) may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction(s) from any retention amount held by City, or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction(s), as provided in Section 6.3.

1.12 Party Representatives.

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

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

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

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 DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 145943
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set forth in Section 8.1. Consultant shall, immediately upon the receipt of the notice to re-assign staff from City, reassign such person or persons.

1.13 Independent Contractor.

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

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

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

1.14 Prohibition Against Subcontracting or Assignment.

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

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in Exhibit C-1 and the not-to-exceed sub-budget rates set forth in the “Schedule of Compensation” attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146044
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than Twenty-Five Thousand Dollars ($25,000.00) (the “Contract Sum”). The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City.

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

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

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

2.4 Unauthorized Services and Expenses.

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

2.5 Invoices.

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

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146145
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2.6 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform monthly and call-out Services as set forth in the Scope of Services, Exhibit “A”, hereto..

3.3 Force Majeure.

The maintenance schedule specified in the Scope of Services may be adjusted 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 adjust the maintenance schedule when and if in the judgment of the Contract Officer such delay is justified, subject to the provisions of Section 1.8.

The Contract Officer’s determination (or the City Council’s determination, in the event the period of enforced delay exceeds the period specified in Section 1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused; Consultant’s sole remedy shall be the extension of the Agreement and/or adjustment of the maintenance schedule, pursuant to this Section.

3.4 Term.

The Term of this Agreement shall be from the Effective Date through August 31, 2024, unless sooner terminated as provided in Article 6 of this Agreement or extended by written agreement of the Parties or as provided in Sections 1.8 and 3.3 of this Agreement. This Agreement may be extended for four (4) succeeding terms of one (1) year each by the written agreement of the Parties. The maximum term and any subsequent amendment or modification to the term shall not exceed five (5) years.

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146246
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ARTICLE 4. INSURANCE AND INDEMNIFICATION

4.1 Minimum Scope and Limits of Insurance.

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

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

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

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

D. Professional Liability/Errors and Omissions Insurance with minimum limits of $1,000,000.00 per claim and in the aggregate. If a claims-made policy is provided, it shall be endorsed with an extended reporting period of not less than three (3) years, or shall be maintained in full force and effect for three (3) years, following final payment to Consultant hereunder.

4.2 Acceptability of Insurers.

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

4.3 Additional Insured.

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

4.4 Primary and Non-Contributing.

The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self-insurance available to City. Any DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146347
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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, excepting the professional liability policy, shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

4.6 Deductibles and Self-Insured Retentions.

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

4.7 Cancellations or Modifications to Coverage.

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

4.8 City Remedy for Noncompliance.

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

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

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 DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146448
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coverages.

4.10 Indemnity Requirements not Limiting.

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

4.11 Sub-contractor Insurance Requirements.

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

4.12 Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnification of City.
1) Indemnity for Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify, defend, and hold harmless City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, stop notices, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.
2) Other Indemnities. Other than in the performance of professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, stop notices, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Claims”), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146549
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reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
3) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.3. 4) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities and Claims, in law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s sub-contractor, its officers, agents, servants, employees, sub-contractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s sub-contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities and Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the Parties.

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

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

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

ARTICLE 5. RECORDS, REPORTS, AND RELEASE OF INFORMATION

5.1 Service Records.

Consultant shall keep, and require sub-contractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and Services performed hereunder (the “Service Records”), as shall DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146650
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be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Service Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Service Records at all times during normal business hours of City, including the right to inspect, copy, audit and make copies and transcripts from such Service Records. Such Service Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Service Records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the Service Records may be given to City, and access shall be provided by Consultant’s successor in interest (“Consultant’s Successor”). If custody of the Service Records is given to Consultant’s Successor, Consultant shall give written notice to City of the transfer of the Service Records to Consultant’s Successor. The notice shall include contact information (address and telephone number) for Consultant’s Successor, and access shall be provided to City by Consultant’s Successor.

5.2 Reports.

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

5.3 Ownership of Documents.

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146751
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5.4 Confidentiality and Release of Information.

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

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

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

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

ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law.

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

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 DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146852
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right to terminate pursuant to Section 6.7, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City may serve Consultant with written notice of the default. Consultant shall have ten (10) calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance.

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

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

6.3 Retention of Funds.

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

6.4 Waiver.

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

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

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 146953
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6.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

6.6 Legal Action.

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

6.7 Termination Prior to Expiration of Term.

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

6.8 Attorneys’ Fees.

In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorney’s fees on any appeal, and in addition the Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147054
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litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

7.1 Non-liability of City Officers and Employees.

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

7.2 Conflict of Interest.

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

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

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

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, DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147155
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any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, or ancestry in the performance of this Agreement.

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

7.4 Unauthorized Aliens.

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

ARTICLE 8. MISCELLANEOUS PROVISIONS

8.1 Notices.

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

If to City Attn: Art Vela
Public Works Director
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: [email protected]
With a courtesy copy to: Kevin G. Ennis, City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: [email protected]
If to Consultant: Attn: David P. Heermance, President
Crosstown Electrical & Data, Inc.
5454 Diaz Street
Irwindale, CA 91706
Email: [email protected]
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147256
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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 of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.3 Counterparts.

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

8.4 Integration; Amendment.

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

8.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Mutual Cooperation.

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

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.

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147357
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8.7 No Third Party Beneficiaries Intended.

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

8.8 Final Payment Acceptance Constitutes Release.

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

8.9 Non-Appropriation of Funds.

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

8.10 Headings.

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

8.11 Word Usage.

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

8.12 Business Days.
“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 DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147458
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this Agreement on behalf of that Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

8.14 Signatures.

Electronic Signatures: Each Party may adopt as its signature an electronic identification consisting of a symbol or code that is affixed to or contained in each document transmitted by such Party (“electronic signature”). The Parties hereto herby agree that electronic signatures are acceptable, shall have the same force and effect under the law as original wet signatures, and shall be sufficient to verify that the Parties have executed this Agreement and such other documents transmitted by the Parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147559
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.

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

NAME: Date
TITLE:

ATTEST:

Tax ID No.

Caroline Patton Date
Deputy City Clerk
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.

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 86-2136678
8/16/2023
Michael Hutchens
Western Operations Manager
Riverside, CA 92501
2250 Business Way
USA
8/17/2023
8/17/2023
n/a
147660
Exhibit “A”-1
11303-0011\2688202v3.doc
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing City Wide Traffic Signal Maintenance prepared in connection therewith:

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147761
June 13th
, 2023
Ms. Barbara Mason
Purchasing Manager
City of Banning
99 E. Ramsey Street
Banning, CA 92220
\{UN X

TRAFFIC
RE: Proposal for: Traffic Signals Maintenance & Repair Services (RFP-23-030) Ms. Mason,
Yunex LLC would like to express our sincere appreciation for the opportunity to participate in the proposal process for providing Traffic Signals Maintenance & Repair Services for the City's traffic signal system. The prices and terms stated in our proposal package will remain in effect for 90- days from the date of submission, June 13th
, 2023.

Yunex LLC is a corporation, incorporated in the State of Delaware on February 17th , 2021. Our
federal tax employer I.D. number is 86-2136678 and our corporate address is 9225 Bee Cave Road, Building B, Austin, TX 78733.

Yunex LLC is an electrical contracting firm who is a California licensed A & C-10 contractor (CA License #1080007) and is also a registered Public Works Contractor (DIR No. 1000815000), who provides leading edge technology for the fast-paced Intelligent Transportation Systems world.

Whether providing maintenance services, controllers, controller firmware, central systems, system analysis, design, or integration, Yunex LLC brings innovative and reliable solutions to customers.

Yunex LLC has reviewed the Scope of Work in the RFP and Sample Professional Services Agreement and will list our Legal Exceptions and Assumptions within our Proposal for the City's review/consideration.

During the evaluation, if there are any questions regarding this proposal, please feel free to contact either of us using the contact information listed below. We look forward to serving the needs of the City of Banning and would like to thank you in advance for your consideration.

Respectfu I ly,
Yunex LLC
Director of Service
2250 Business Way
Riverside, CA 92501
(951) 784-6600 Office
(951) 784-6700 Fax
[email protected]
L
Yunex LLC
Michael J. Hutchens
West Operations Manager
2250 Business Way
Riverside, CA 92501
(951) 784-6600 Office
(951) 784-6700 Fax
[email protected]
EXHIBIT "A" "A" - 2
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147862
Understanding
It is our understanding that the City Banning is seeking a qualified traffic signal maintenance firm to provide Traffic Signals Maintenance and Repair Services. The selected
service company will be responsible for providing a
continuing, comprehensive, routine, and extraordinary
maintenance program for the City’s equipment. The City’s expectation is that the maintenance program will reduce the incidence of malfunctions, reduce complaints,
promote safety, and proactively extend the longevity of the equipment, thus reducing the overall operating cost for the City’s traffic signal system.

Our goal is always to exceed our customer’s expectations. We have a broad range of experienced personnel including IMSA and NEC certified Traffic Signal Maintenance personnel.

The technician assigned to this contract has over 20 years of experience managing and maintaining traffic signal systems and related ITS equipment.

Our local traffic signal laboratories (Riverside, CA) provide a full range of technical services including complete controller/cabinet testing, repair, and conflict monitor testing/certification.

Services for this contract include the provision of appropriately trained personnel and equipment necessary to perform maintenance activities as outlined in your RFP.

We understand that the general Scope of Work to be done consists of routine preventative maintenance and repair of your traffic control systems as well as general and emergency repairs of the same. These services will provide your city with safe and efficient operations. Yunex Traffic will have available and readily accessible, qualified personnel, tools, equipment, facilities, and material required to perform all work necessary for the maintenance of the City’s traffic signal systems, as outlined in the Scope of Work and in compliance with current City and State standards.

Our Approach / Emergency Response Times
To be able to respond immediately to emergency calls, Yunex Traffic’s field technicians are authorized to take their work vehicles home daily. All work vehicles are stocked with proper field equipment so he/she may sufficiently address most problems they encounter while responding.

Emergency response call outs and unscheduled repairs are initiated by calling our toll-free emergency phone number, 1-800-229-6090. A live dispatcher will be available 24 hours a day, 7 days per week, 365 days per year. Our dispatcher will create a work order in our visual planning board and once the work order is released, it will immediately transfer to our technician’s queue on their mobile device. As part of our quality control practice, our dispatcher will follow up with a phone call to our technician to confirm that he/she is in receipt of the call out/work order. For emergency calls, the technician will arrive at the site within two (2) hours to assess and correct the reported problem. Once the problem is corrected, the technician will inform the city of the repair actions.

A. Statement of Understanding and Approach
EXHIBIT "A" "A" - 3
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 147963
Scope of Work
It is always the goal of Yunex Traffic to tailor our services around our customer’s needs. We understand that throughout the term of a contract, those needs may change. We approach all our contracts with the same vision; build a partnership with the City’s staff and work towards achieving common goals set forth through that partnership. We realize that this is an everevolving process and that is why we believe that the only successful route is through establishing common goals. This methodology and a commitment to service will be applied to every aspect of our services for the City of Banning.

Routine Maintenance
We will execute a comprehensive monthly routine maintenance program as outlined in the City’s Scope of Work, as recommended by the manufacturer, and as listed below. Yunex Traffic will also maintain, at the same unit price, additional traffic signals and appurtenant devices as they are installed or become a part of the maintenance requirements of the city.

Yunex Traffic technicians will, at a minimum, perform the following tasks on the City’s traffic signal system monthly:
 Routine maintenance is typically scheduled by the technician as they are more aware of the geography of the area. He will take into consideration contract requirements and your preference when scheduling routine preventive maintenance.  Once our technician arrives at the location, he will complete a job hazard analysis (JHA) determining any potential hazards at the location. Following the JHA, he/she will secure the area with proper traffic control as referenced in the most recent edition of the W.A.T.C.H. Handbook and in accordance with the city’s traffic control requirements.  Our technician will clean and vacuum the controller and battery backup cabinets (if equipped) and ensure the cabinet vents are un-obstructed, the air filter is clean, properly inserted, and secure (air filters will be replaced semi-annually). During this process, your Yunex Traffic technician will perform the following checks inside the controller cabinet:
o Confirm the controller cabinet is securely
mounted to the foundation and inspect the
seal for deterioration. Excessive dampness
and plant/animal intrusion inside the
controller cabinet will be reported to the city
and repaired immediately.
o Verify fan operation and ensure the
thermostat is set to 96 degrees Fahrenheit
and that there is sufficient airflow through the
cabinet.
o Inspect cabinet hardware (i.e., door gaskets,
hinges, locks, etc.) for proper operation. All
deficiencies will be repaired and reported to
the city.
o Inspect electrical components (i.e., relays, load switches, equipment displays and indications, flasher(s), rack-mount detectors, harness/connectors, service connections, system telemetry, communications system, cabinet grounding, GFCI receptacles, terminal connections cabinet lights and switches, CMU (interlock) door switch, the police panel switches, etc.) for proper operation and adjust, as necessary. We will also verify proper operation of all equipment displays and EXHIBIT "A" "A" - 4
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148064
cabinet/controller indicator lamps. Deficiencies that pose a safety concern will be corrected immediately.
o Verify that controller software/firmware is up to date.  Following the visual inspection, your Yunex Traffic technician will examine the functionality of the controller in relation to traffic at the intersection and confirm all phase and coordination timing is programmed correctly and is current based on the timing sheet located in the controller cabinet.
 In addition to monitoring phase actuation from vehicle/traffic, they will also confirm proper intersection cycling by manually placing vehicle/pedestrian calls on each phase through the cabinet test switches/controller keypad to verify controller servicing of each phase.  Yunex Traffic technicians will ensure your controller’s date and time is correct and we will adjust all controller clocks within 48 hours of time changes related to Daylight Savings Time. This also includes confirming the correct date and time in all Conflict Monitor Units and Malfunction Management Units (CMU/MMU) during each visit.  Your Yunex Traffic technician will check the controller log buffers and investigate any faults that may have surfaced since the last maintenance visit.  CMU’s/MMU’s can be tested annually with an MT-180 or equivalent conflict monitor tester.

Individual test results will meet the city’s documentation requirements and be available in each controller cabinet and an electronic file (USB) will be delivered to the city within 30 days after completing the testing. This test will also be documented on the routine maintenance log located in the controller cabinet. If requested, the cost for annual CMU/MMU testing will be billed as noted on the Price Proposal.  The technician will confirm all detector loop cables are correctly identified, connected to the correct vehicle detector field terminals, and that a call is placed on the correct detector input, and that the input places a call on the correct controller phase. We will adjust or retune detector amplifiers and correct substandard splices, as necessary. Loops requiring re-seal or replacement will be documented and reported to the city immediately. Loop replacement cost will be billed as noted on the Price Proposal.  If the intersection is equipped with video/radar detection our technician will verify that detection zones are properly structured. They will also verify proper camera operation by monitoring the vehicle call on the video processor unit and confirm that the calls are registering in the controller and actuating the correct phase in the controller. The technician will verify that detection system software has been properly updated. Video Detection lens cleaning can be done, if requested, on a time/material basis.  If equipped, your Yunex Traffic technician will confirm operation of all preemption devices (i.e., railroad, emergency vehicle preemption (EVP), fire station preemption, etc.). Annual Optical detector lens cleaning can be done, if requested, on a time/material basis.  Inspect CCTV cameras for correct operation and for
damage to wiring or housing. Inspection and lens cleaning can be done, if requested, on a time/material basis.
 If equipped, your Yunex Traffic technician will also test your interconnect systems to maintain existing operation and will notify you of any deficiencies.
 If equipped, your Yunex Traffic technician will check the battery back-up systems / uninterruptible power supplies Our technicians are
extremely knowledgeable
with the installation,
handling, and testing of
interconnect and fiber
optic systems.

EXHIBIT "A" "A" - 5
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148165
(UPS) including checking / logging the battery and load levels. In addition, we will confirm all battery connections to ensure they are clean and secure. If requested, we can perform testing by electrical bypass for proper operation, which will be billed on a time/material basis. We will report any batteries that require replacement immediately. All events and run time will be documented inside each controller cabinet.  If requested, Yunex Traffic can perform a night check of all safety lights and illuminated street name signs (IISNS). Our findings will be submitted to the city and required repairs will be made according to the time & material rates. Monthly night checks can be done, if requested, on a time/material basis.
 Our technician will walk the intersection (clockwise and counterclockwise) and visually inspect all poles, signal heads, pedestrian signals, associated framework, and signal mounted signs for proper operation, alignment, and broken or missing parts. During this process, your Yunex Traffic technician will perform the following checks outside of the controller cabinet:
o Depress all pedestrian push buttons and observe
proper timing and display.
o Visually inspect the loops for sufficient sealant or
exposed loop wires.
o Inspect pull boxes, pull box lids and hand-hole covers.

Missing covers/lids will be replaced immediately.
o Visually inspect all signal doors, back plates, and visors and confirm they are secure.
o Remove unauthorized signs, stickers, and posters that can be easily removed from traffic signal poles and the controller cabinet. Graffiti will also be removed within twenty-four (24) hours of notification.
o Prepare a list of locations where painting may be
necessary, which will be submitted to the City for
approval. Painting rates can be provided upon request.
 The technician will lubricate cabinet door locks and padlocks quarterly, unless required sooner.
 Maintain an inventory list of all equipment in the controller cabinet at each location. This list will also be updated electronically and provided to the city yearly in a Microsoft Excel spreadsheet, or as requested.
 Your Yunex Traffic technician will document all maintenance activities on the city approved Preventative Maintenance checklist, on the cabinet log, and in their mobile device which is wirelessly communicating to our maintenance server enabling our customers to view all progress in virtually real-time.

EXHIBIT "A" "A" - 6
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148266
Extraordinary Services
In addition to the Preventative Maintenance program, we will provide other Extraordinary Services such as scheduled repairs, emergency response and technical support services to the City’s traffic signal systems in accordance with City requirements and as listed below.

Our Extraordinary and Emergency Response Services include, but not limited to, the following services:
 Downed signal heads, poles, signal on flash, signal
blackout, burned out lamps, damaged controllers and
cabinets, damaged illuminated street name signs, damaged inductive loops, sensing elements, pedestrian push
buttons, electroliers, pedestrian signal heads, wiring, and other operational equipment related issues.
 Assisting the City for special events or for City construction projects, as necessary to implement revised traffic signal timing and phasing for changed traffic conditions. If
requested, prepare punch list items, and follow through with city representative to ensure a successful completion.
 Perform overhead maintenance on traffic signals, safety lighting, street name and regulatory signs, video detection cameras and Opticom systems.
 Provide support for underground maintenance including conduit repair or replacement, wire inspection and
installation, and interconnect installation.
 Repair, replace or otherwise render in good working order all defective parts of the traffic signal equipment with like make and model parts. Whenever equipment is removed,
the city representative will be notified within twenty-four (24) hours.
 USA Dig Alert – Locating services using in-house locators. o Yunex Traffic will respond to all Underground Service Alert (USA) requests/notices or at the request of city staff for the marking and protection of traffic signal underground facilities such as traffic signal and electrical conduits, interconnect facilities, loops, safety light conduits, and other appurtenant equipment which might conflict with other right-of-way construction or repairs. Our technicians are equipped and certified with the proper locating devices provided by Metrotech.

EXHIBIT "A" "A" - 7
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148367
 Fiber Optic related maintenance services such as: Installation, splicing, terminations, troubleshooting, on-reel testing, and integration.
 Signal Loop Replacement. Yunex Traffic is the only maintenance provider who performs Loop replacements in-house.

Yunex Traffic will notify the City prior to any traffic signal deactivations that may be necessary to provide the required services. Traffic signal shutdowns will not be scheduled without the approval of an authorized representative of the City. Also, Yunex Traffic will not proceed with any extraordinary repairs without authorization from the city, unless it is a matter of public safety.

Spare Equipment
Yunex Traffic has over $1,500,000 in spare inventory and available to the City of Banning:
 25 – NEMA controllers (such as Econolite ASC/2S-2100, ASC/3-2100, Cobalt, McCain, and many others)
 25 – 24VDC Power Supply
 25+ – MMU/CMU from various manufacturers
 150 – Load Switches
 6 – Type P controller cabinets
 3 – 332 controller cabinets
 250+ – Replacement LED Lamps (Red/Yellow/Green) and LED pedestrian signals  50 – ADA compliant pedestrian activation buttons
 25+ - Battery Backup Batteries (sizes/manufacturers vary)  20+ – Streetlight luminaires of various manufactures and wattages  25+ - Several types/sizes of Marbelite concrete streetlight poles EXHIBIT "A" "A" - 8
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148468
On-Line Portal (Service Business Platform @ITS)
Yunex Traffic has rolled out a new service tool called SBP (Service Business Platform), which is a proprietary management system designed to effectively manage all service order progress, remotely update our ERP system (SAP) and as work is performed.  SBP allows us to monitor many key performance items such as time arrived onsite, time of completion, materials used, and vehicle/equipment used.  SBP keeps historical records for every location which allows the technicians an additional resource when troubleshooting.
 When creating a new service request, the SBP will query the location history and will flag the order if it appears to be a repeated call out or duplicate order.  Technicians transmit response and routine maintenance items in real-time using IOS or Android devices.
 The contractual Scope of Work and all maintenance activities are also available for technicians to review to ensure all tasks are completed within the specified timeframe.  Customer specific checklists for routine preventative maintenance will be available to the technicians so all required tasks are completed, per your Scope of Work.

EXHIBIT "A" "A" - 9
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148569
Customer Portal
The SBP Customer Portal gives our customers access to:
 Monitor real-time status of routine maintenance and service calls  Location history (sort/filter by date, location, call type, etc.)  Overall historical maintenance and repair data
 Real-time equipment inventories, maps, and event reporting  Asset management (including digital photographs, GIS data, etc.) EXHIBIT "A" "A" - 10
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148670
Tracking as Related to Invoicing
In addition to our Customer Portal, you will receive a monthly detailed billing report with each invoice that lists labor and equipment hours billed for each service order.

EXHIBIT "A" "A" - 11
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148771
Exhibit “A”-12
11303-0011\2688202v3.doc
III. In addition to the requirements of Parts I and II of this Scope of Services, during the performance of the Services, Consultant will keep City appraised through periodic status reports regarding the performance of the Services under this Agreement as set forth below and in Section 5.2, by the following means:
a. In-person meetings and/or teleconferences.
b. Email updates/questions to applicant team and City while reviews are underway.
c. Conference calls.

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148872
Exhibit “B”-1
11303-0011\2688202v3.doc
EXHIBIT “B”

SPECIAL REQUIREMENTS

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

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

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

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

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

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

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

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 148973
Exhibit “B”-2
11303-0011\2688202v3.doc

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

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

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

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

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

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Date______________ Signature___________________________ DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149074
Exhibit “B”-3
11303-0011\2688202v3.doc

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149175
Exhibit “C”-1
11303-0011\2688202v3.doc
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the tasks (“Tasks”) not to exceed the rates in Exhibit “C1-1”
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

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

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

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

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

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

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

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149276
Exhibit “C-1”-1
EXHIBIT “C-1”
CONSULTANT’S BILLING RATE AND TASK SCHEDULE
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149377
Exhibit “C-1”-2
DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149478
Exhibit “C-1”-3
Project Schedule:

DocuSign Envelope ID: 2A39FCC7-80F3-45D9-8B98-1ED7ADF1981A 149579

Banning City CouncilJune 23, 2026

Banning City Council
June 23, 2026