Agenda, joint meeting — Indian Wells City Council, January 6, 2022 (part 3 of 4)

financial interest includes both legal and beneficial ownership as well as any arrangement that provides for receipt of any portion of the revenues generated by the short-term residential rental.
"Owner" means any person or entity having fee -title ownership or appearing on the last equalized assessment roll of Riverside County showing controlling interest of the premises.
"Parcel" means a parcel of land as that term is defined in Section 21.08.370 of this Code.
"Person" means any individual or entity, including, but not limited to, all domestic and foreign corporations, associations, syndicates, joint stock corporations, partnerships of every kind, clubs, business or common law trusts, societies, or limited liability companies.
"Premises" means the actual single-family house or other residential dwelling unit, or any portion thereof, such as a room, including all of its improved real property, which is used as a short-term residential rental. For purposes of this definition, a residential dwelling unit shall include a recreational vehicle or camper parked on public streets or private property.
"Responsible person" means any owner, managing agency or agent, transient, or other person as they are defined in this Chapter who violates or causes, authorizes, allows, participates, or enables the violation of any provision of this Chapter or Code.
"Short-term residential rental" means the rental of a premises by the owner thereof, or any managing agency or agent acting on the owner's behalf, to a transient for a continuous period of less than thirty (30) days in the aggregate, in exchange for any form of monetary or non -monetary consideration such as, but not limited to, trade, fee, swap or any other in lieu of cash payment. "Sub -common interest development" means a common interest development that is wholly or partially located within one (1) or more other common interest developments and that is comprised of fewer parcels than the largest common interest development within which it is located.
"Transient" means any person who rents, stays, or otherwise occupies a short- term residential rental for any period less than thirty (30) consecutive calendar days.
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"Transient occupancy tax" means the tax levied by the Oty in accordance with Chapter 3.12 of the Municipal Code. This tax is levied upon individuals or businesses engaged in the sale of sleeping accommodations to the public.

5.20.030 Locations and conditions of operations of short-term residential rentals.
(a) Pursuant to this Chapter and any other applicable provisions of this Code, short- term residential rentals are permitted in the very low density, low density, medium density, and medium high density residential zones, and other General Plan designated zones of the Oty in which a new development described in subsection (e) of this Section 5.20.030 is located only if the requirements of this Chapter are met.
(b) The requirements of this Chapter shall be met before a short-term residential rental is permitted.
(c) Pursuant to this Chapter and any other applicable provisions of this Code, multiple rentals are prohibited.
(d) Pursuant to this Chapter and any other applicable provisions of this Code, a short-term rental business license and/or permit are void on sale of registered property.
(e) Notwithstanding any provisions in this Chapter to the contrary, short-term residential rentals shall be permitted pursuant to business licenses and short- term residential rental permits issued by the Oty in any new development containing at least ten (10) residential units, subject to the following:
(1) The Oty has approved and issued to the developer/land owner of such new development a conditional use permit, pursuant to Chapter 21.06 of this Code, allowing short-term residential rentals in such new development and specifying the minimum required duration of rentals for short-term residential rentals within the new development;
(2) The developer/land owner of such new development has entered into a development agreement with the City pursuant to Government Code Section 65864 et seq., or otherwise, that explicitly allows for short-term residential rentals within the new development;
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(3)
The City issues to an applicant for a short-term residential rental within the new development a business license and short-term residential rental permit; and
(4) All of the provisions set forth in this Chapter shall be applicable to the conditional use permit, and the business license and short-term residential rental permit, except for the provisions set forth in Section 5.20.140 pertaining to minimum duration of short-term residential rentals.

Further, a development agreement between the City and developer/land owner of a new development may include an exception to Section 5.20.040(c)'s prohibition of multiple rentals by a person so long as it is explicitly stated within the development agreement.

5.20.040 Business license and short-term residential rental permit. (a) Business License and Short -Term Residential Rental Permit Required. The short- term residential rental of any premises in the City is deemed to be a "business" as defined in Chapter 5.01 of this Code. It is unlawful for any person to engage in the business of short-term residential rentals without first obtaining and maintaining both: (1) a valid business license pursuant to Chapter 5.01 of this Code; and (2) a short-term residential rental permit. The business license and short-term residential rental permit, or copies thereof, shall be prominently displayed in a visible location at the premises during any periods of occupancy thereof by any transients.
(b) Classification of Short -Term Residential Rental Permits. Depending upon which enabling provision a person is operating a short-term residential rental pursuant to (either Section 5.20.190, 5.20.200, 5.20.210 or 5.20.220 of this Chapter), a person may either obtain an unrestricted or restricted short-term residential rental permit.
(1) Unrestricted Short -Term Residential Rental Permit. An unrestricted short- term residential rental permit may be granted to a person operating pursuant to Sections 5.20.190, 5.20.200 or 5.20.210 of this Chapter.

Under those Sections, a premises may be used as a short-term residential rental year-round and is not subject to the twenty-nine (29) consecutive nights minimum stay requirement set forth in Section 5.20.140. However, it may be subject to the restrictions that may be set forth in any 26529.00000\34637050.2
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applicable development agreement, conditional use permit, covenants, conditions and restrictions (CC&Rs), or other restrictions governing use of the premises.
(2) Restricted Short -Term Residential Rental Permit. A restricted short-term residential rental permit may be granted to a person not operating pursuant to Sections 5.20.190, 5.20.200 or 5.20.210 of this Chapter. Such a person may only operate a short-term residential rental during the annual tennis tournament held each year pursuant to Section 5.20.220 of this Chapter, and is subject to the seven (7) night minimum stay requirement set forth in that Section.
(c) Prohibition of Multiple Rentals. It is unlawful for a person to operate multiple rentals within the City. Only one (1) short-term residential rental permit shall be issued to any person.
(d) At no time shall the short-term residential rental be used for activities such as weddings, receptions, and large parties attended by more than the occupants of the short-term residential rental without first obtaining a temporary use permit pursuant to Section 21.06.060 (Temporary Use Permit) of this Code.

5.20.050 Registration.

On a written form prepared by the City Manager or designee, the owner shall register with the City as the point of contact for the short-term residential rental and shall be responsible for all requirements of this Chapter. However, such registration is deemed satisfied if accomplished by a managing agency or agent on behalf of the owner. The owner of the premises shall retain primary responsibility for all requirements of this Code related to short-term residential rentals, notwithstanding registration by a managing agency or agent. There shall be no subleasing of any premises for short-term residential rental purposes; instead, only a rental agreement executed by the owner shall be permitted for any premises when used for short-term residential rentals. A fee may be established by resolution of the City Council to cover costs of processing the registration
Either the owner of the premises or a managing agency or agent shall provide all of the following information to the City at the time of registration, and shall promptly upon change of any such information update such information to 26529.00000\34637050.2
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maintain accuracy:
(a) Full legal name of the owner of the premises and if a business entity of any nature, the individual who has responsibility to oversee its ownership of the premises;
(b) Street and mailing addresses of the owner of the premises; (c) Telephone number of the owner of the premises;
(d) Email address of the owner of the premises;
(e) Full legal name or business name of a managing agency or agent, if any; (f) Street and mailing addresses of a managing agency or agent, if any; (g) Telephone number of a managing agency or agent, if any; (h) Street and mailing addresses of the premises;
(i) Telephone number of the premises;
(j)
The name, address and telephone numbers of any other natural persons, entities, limited liability companies, or personal or family trusts that hold any financial interest in the premises as well as copies of legal documents creating such financial interests;
(k) List of all online websites used to advertise premises for short-term residential rental along with all listing numbers;
(I) Full name and telephone number of twenty-four (24) hour emergency local contact person;
(m)
Submit a transit occupancy tax (TOT) registration fee as set by resolution of the Indian Wells City Council;
(n) Submit a short-term residential rental registration fee as set by resolution of the Indian Wells City Council; and
(o) Any other contact information the City may reasonably require.

A current business license, short-term residential rental permit, TOT registration, 26529.00000\34637050.2
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and Good Neighbor Brochure shall be hung and/or placed in a conspicuous location within the premises at all times of the short-term residential rental business operation. In addition, each responsible person for the premises shall be provided with a copy of the City's Good Neighbor Brochure by the owner or managing agency or agent.

The owner or managing agency or agent shall provide language in the rental agreement allowing for immediate termination of the rental contract, and immediate eviction upon any violation of the Municipal Code by any occupant.

The responsible person shall acknowledge understanding of all the City's short- term residential rental rules and the responsible person's liability for any fines incurred by occupants.

5.20.060 Personal availability.
(a) For each short-term residential rental, a local contact person shall be available by telephone on a seven (7) day per week, twenty-four (24) hour per day basis to respond to public safety calls, nuisances, or other complaints regarding the use, condition, operation, or conduct of transients and other persons on the premises. (b) The local contact person shall be physically present within the geographical limits of the City during the term of the short-term residential rental or be otherwise physically available to respond by visiting the premises in person, at the request of the City or its law enforcement officers, concerning any alleged nuisance or violation of this Chapter.

5.20.070 Notice to transients.

The owner or managing agency or agent shall provide transients the following information prior to occupancy of the premises and shall post such information in a conspicuous place within the dwelling on the premises:
(a) The name of the owner or managing agency or agent and a telephone number at which each may be reached on a seven (7) day per week, twenty-four (24) hour per day basis;
(b) Notification of the maximum number of overnight and daytime occupants permitted on the premises pursuant to this Chapter;
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(c) Notification of the City's noise standards, as provided in Chapter 9.06 of this Code, as may be amended from time to time;
(d) Notification of the parking standards of this Chapter; (e) A copy of this Chapter of the Code, as may be amended from time to time; (f) Notification that an occupant may be cited or fined by the Qty, in addition to any other remedies available at law, for violating any provisions of this Chapter; (g) A copy of the Good Neighbor Brochure; and
(h) The owner or managing agency or agent shall keep on file a signed agreement acknowledging that the transient(s) agree to the general rules summarized in the Good Neighbor Brochure and rental contract, including, without limitation, the immediate termination provision in the rental contract for any violation of the Code by any transient.

5.20.080 Transient occupancy tax
All short-term residential rentals shall be subject to the City's transient occupancy tax (TOT) as required by law and in accordance with the provisions of Chapter

3.12 of this Code. The provisions of Chapter 3.12 shall apply except as otherwise provided in this Chapter.
(a) Unrestricted Short -Term Residential Rental Permit Holders. An owner operating under an unrestricted short-term residential rental permit, or a managing agent acting on the owner's behalf, shall report and remit TOT to the City even if a zero balance exists for the reporting period, once per quarter, on or before the 30th day following the dates of March 31, June 30, September 30, and December 31 of each year, on a form prepared by the Qty or in a manner otherwise acceptable to the City.
(b) Restricted Short -Term Residential Rental Permit Holders. The owner operating under a restricted short-term residential rental permit, or a managing agent acting on the owner's behalf, shall report and remit TOT to the City even if a zero balance exists for the reporting period, on or before the 30th day following the end of the month in which the annual, professional tennis tournament is held on a form prepared by the City or in a manner otherwise acceptable to the City. 26529.00000\34637050.2
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5.20.090 Record Keeping Requirements.

Each owner, or managing agent acting on the owner's behalf, shall keep the following records for a period of four years:
(a) The names of transients who have booked a short-term residential rental at the premises along with the names of their guests;
(b) The mailing address for transients who have booked a short-term residential rental along with their email address and telephone number; (c) The dates of each short-term residential rental along with booking confirmation numbers and receipts;
(d) The make, model, and license plate number of any transient vehicles to be parked at the premises during a rental;
(e) The amount of monetary or non -monetary consideration collected for each short- term residential rental along with receipts;
(f) Advertisements for short-term residential rentals at the premises; and (g) Transient Occupancy Tax remittance forms submitted to the Qty pursuant to Section 5.20.080.

5.20.100 Signs/ advertisement.
(a) No sign, as that term is defined in Section 17.04.030 of this Code, shall be posted on the premises to advertise the availability of the short-term residential rental to the public.
(b) All advertisements for short-term residential rentals, including online advertisements, must include the following information:
(1) The assigned short-term residential rental permit number; (2) The number of occupants allowed to occupy the short-term residential rental pursuant to Section 5.20.120; and
(3) The minimum number of rental nights pursuant to Sections 5.20.140 and

5.20.220.
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(c) No owner or managing agency or agent shall advertise, including by online advertisement, that a transient may use the owner's Resident Benefit Card while renting, staying or otherwise occupying a short-term residential rental.

5.20.110 Noise.

It is unlawful for any person to make, continue or cause to be made or continued any loud, unnecessary or unusual noise which disturbs the peace and quiet of any neighborhood or which causes discomfort or annoyance to any reasonable person of normal sensitiveness residing in the area, or that violates any provision of Chapter 9.06 (Noise) of this Code. For the purposes of determining whether a violation of this Section has occurred, the standards set forth in Chapter 9.06 of this Code shall apply. Fines for violation of the noise provisions in the Code, as applicable to short-term residential rentals shall be those established pursuant to Section 5.20.170 of this Chapter.

5.20.120 Occupancy.

The maximum overnight occupancy on the premises of the short-term residential rental, from the hours of 11:00 p.m. through 6:00 a.m. on the following morning, shall not exceed two (2) persons per bedroom with an exception for children under the age of six (6) who may additionally occupy the premises, and no additional occupants shall be permitted on the premises during such hours. In any advertising concerning the premises for short-term residential rental, the owner or managing agency or agent shall advertise the maximum number of overnight occupants allowed as set forth above.

5.20.130 Maintenance of residential character.

The appearance of the premises shall not conflict with the residential character of the neighborhood, either by the use of colors, materials, lighting, landscaping, window coverings or otherwise. All applicable development, design, and landscaping standards, including, but not limited to, Chapter 21 of this Code, are expressly made applicable to a premises used for short-term residential rentals.

5.20.140 Minimum duration of rental.

Except as otherwise allowed under this Chapter, the duration of any lease or rental of a premises as a short-term residential rental registered pursuant to Section 5.20.050 of this Code shall be for a minimum of twenty-nine (29) 26529.00000\34637050.2
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consecutive nights (twenty-eight (28) consecutive nights if the rental covers the month of February during a non -leap year) during which time there shall be no overlapping leases or rental of the premises.

5.20.150 Parking.

During the term of any short-term residential rental, a maximum of one (1) vehicle per bedroom shall be permitted for the premises, and no additional vehicles shall be permitted. All vehicles of occupants of the short-term residential rental shall be parked only in an approved driveway or garage on the premises.

5.20.160 Denial, suspension and revocation of business license and short- term residential rental permit.
(a) Suspension. The City Manager or the City's Manager's designee shall suspend the business license and short-term residential rental permit of an owner for a period of one (1) year upon finding an owner or managing agency or agent has committed three (3) violations of the following:
(1) Violated any provision of this Chapter or Code, or is not in compliance with the requirements thereof; or
(2) Gave false or misleading information in the material submitted to the City during the application process, in any transient occupancy tax reporting and remittance forms, during an administrative hearing concerning a violation of this Chapter or Code, or during investigation of a violation of this Chapter or Code by the City and its law enforcement officers.

It is unlawful for any person to operate a short-term residential rental during a period of suspension under this Section, and doing so shall result in permanent revocation of an owner's business license and short-term residential rental permit.

It is the responsibility of the owner or managing agency or agent to pay any applicable license or permit fees in order to reinstate such under this Chapter, as well as provide necessary or updated registration and contact information pursuant to Sections 5.20.050 and 5.20.060.
(b) Permanent Revocation. The City Manager or the City's Manager's designee shall permanently revoke the business license and short-term residential rental permit of an owner upon finding an owner or managing agency or agent has committed 26529.00000\34637050.2
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one (1) violation of the following any time after having the business license and short-term residential permit reinstated following suspension under subsection (a) of this Section:
(1) Violated any provision of this Chapter or Code, or is not in compliance with the requirements thereof; or
(2) Gave false or misleading information in the material submitted to the City during the application process, in any transient occupancy tax reporting and remittance forms, during an administrative hearing concerning a violation of this Chapter or Code, or during investigation of a violation of this Chapter or Code by the City and its law enforcement officers. (c) Appeal from Denial, Suspension or Revocation. Any applicant for a business license or short-term residential rental permit whose application was denied by the City, and any licensee whose business license and short-term residential rental permit is suspended or revoked by the City Manager or the City's Manager's designee, may, within ten (10) days following service of such decision, appeal the decision to the City Council by filing a notice of appeal with the City Clerk. The notice shall state the reasons for the appeal with specificity. Appeals by the City Council shall be heard within 60 days of filing the notice of appeal, except that the 60 -day period shall automatically be extended if no meeting is held due to the normal cancellation of meetings during July and August or due to any other cancellation. The City Council shall not be required to hold a public hearing on any appeal that it receives, but shall permit the appellant to address the body. The standard of review by the City Council shall be to review the decision for error; it is not a de novo review. The decision of the City Manager or the City Manager's designee shall not be vacated during the pendency of any appeal to the City Council. A decision of the City Council shall be final. Decisions by the City Council to affirm or reverse a previous decision shall require a majority vote of members present at the hearing. .
(d) Notice and Opportunity to be Heard Required; Agency Case File; Service Procedures. No decision as contemplated within this Section may be made without notice to the applicant or licensee and an opportunity to be heard.

Service of the Notice of Hearing shall be made at least fifteen (15) days prior to the hearing by certified and U.S. mail to the address on record for the owner or managing agency or agent pursuant to Section 5.20.050. At least ten (10) days 26529.00000\34637050.2
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prior to the hearing, the person whose business license and short-term residential rental permit is being suspended or revoked shall be provided with a copy of any documentary evidence relied upon by the City. Decisions shall be rendered under a preponderance of evidence standard. Formal rules of evidence do not apply. Within 30 days of a hearing by the City Manager or the Qty Manager's designee under this Section, the City shall issue a written decision containing its findings; service to be made upon the applicant or licensee or permit holder by certified and U.S. mail. The written decision shall specify the time for appeal to the City Council. Upon a final decision by the City Council, the City shall notify the applicant or licensee that the time to seek judicial review of the decision is governed by Code of Civil Procedure section 1094.6. Failure to issue the written decision in accordance with the provisions of this Subsection shall not affect the validity of the decision.

5.20.170 Enforcement.
(a) The Qty seeks to achieve voluntary compliance with the provisions of this Chapter but reserves the right to use any and all available administrative and judicial remedies provided by law and this Chapter in its enforcement. The City and its law enforcement officers shall have authority to use any and all of the following methods of enforcement in addition to any other remedies provided in this Code or other law:
(1) Warning. The City may issue an informal warning notifying a person they are not in compliance with this Chapter.
(2) Notice of Violation. The City may issue a formal notice of violation mandating that certain corrective actions be completed within a set time frame. A notice of violation may be issued in conjunction with an administrative citation imposing a monetary fine.
(3)
Administrative Citation. The Qty may issue an administrative citation imposing a monetary fine to any responsible person for a violation of this Chapter or any other provision of this Code which is violated during a short-term residential rental, including, without limitation, the City's noise ordinance, as follows:
(1) Transient:
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(A) First violation Warning;
(B) Second violation within any sixty (60) day period —Five hundred dollar ($500.00) fine;
(C) Third and subsequent violations within any sixty (60) day period —One thousand dollar ($1,000.00) fine for each
violation.
(ii) Owners or managing agency or agent:
(A) First violation Two thousand five hundred dollar
($2,500.00) fine;
(B) Second and subsequent violations within any twelve (12) month period —Five thousand dollar ($5,000.00) fine.
(iii) The provisions of Chapter 1.20 of this Code shall govern the issuance of administrative citations under this Chapter. All complaints against a short-term residential rental for any violation of this Code may be handled by the City's law enforcement officers on a twenty-four (24) hour basis. A law enforcement officer may submit a written report concerning the officer's response or investigation to the City's Code Enforcement Department for review, processing, and issuance of an administrative citation. Each and every day, or portion thereof, that a violation of this Chapter exists constitutes a separate and distinct violation for which an administrative citation may be issued.
(4) Cease and Desist Order. The City may issue a cease and desist order requiring immediate cessation of any activity prohibited by this Chapter. (5) Civil and Criminal Enforcement.
(1)
Through the City Attorney's Office, the City may initiate civil and criminal actions against any responsible person in the Superior Court according to Section 1.20.150 of this Code.
(ii) I n addition to the remedies or forms of relief set forth in Section

1.20.150, any person found to have violated any provision of this 26529.00000\34637050.2
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Chapter shall be ordered to pay all unpaid transient occupancy tax amounts owed, if applicable — including for those periods where a person was operating a short-term residential rental without a business license or short-term residential rental permit, or in violation of minimum duration requirements. Any and all responsible persons so ordered shall be jointly and severally liable. (iii) The City may specifically seek to abate any violation of this Chapter through a civil injunction.
(6) Administrative Subpoenas.
(i)
In investigating potential violations of the provisions of this Chapter, the City Manager, the City's Manager's designee or the City Attorney's Office shall have the power to issue administrative subpoenas upon a witnesses, compel their attendance and testimony, administer oaths and affirmations, take evidence, and require the production of any books, papers, records or other items relevant to the investigation. The City Manager, the City's Manager's designee or the City Attorney's Office may exercise this power prior to the filing of any civil or administrative action by the City.
(ii) A subpoena issued pursuant to this Subdivision shall not compel the attendance of a witness or the production of any books, papers, records or other items sooner than 30 calendar days from the date of service of the subpoena during which time the witness may seek judicial review of the subpoena. Failure to comply with a subpoena issued pursuant to this Subdivision is punishable as a criminal misdemeanor pursuant to Section 1.16.010 of this Code.

5.20.175 Violators may have their Resident Benefit Card suspended. (a) Violation of any section of this Chapter may result in a two (2) year suspension of an owner's Resident Benefit Card. Upon issuance of an administrative citation or a final determination in favor of the City in any judicial action to enforce the provisions of this Chapter, the City may suspend a violator's Resident Benefit Card following a noticed hearing before the City Manager or the City's Manager's 26529.00000\34637050.2
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designee. Service of the notice shall be made in accordance with Section

1.20.040 of this Code.

In making a determination to suspend a violator's Resident Benefit Card, the City Manager or the City's Manager's designee shall take into consideration the following nonexclusive list of factors:
(1) The nature of the violation;
(2) Whether it is a first violation or if there is a history of violations; (3) The violator's willingness to take corrective actions to address the violation prior to issuance of the administrative citation or filing of the judicial action, if applicable; and
(4) The violator's willingness to accept responsibility for the violation and sincerity in committing to compliance with the provisions of this Chapter in the future.
(b) Suspension hearing and appeal procedures. The hearing and appeal provisions of Subdivisions (c) and (d) of Section 5.20.160 of this Chapter apply to proceedings under this Section.

5.20.180 Duty to comply with all other laws, rules, regulations, and orders.

All owners, managing agencies, agents, transients, and other persons staying, occupying, or visiting a short-term residential rental shall comply with all laws, rules, regulations, and orders enacted or issued by the State of California, County of Riverside or the City not included in this Chapter. This includes, but is not limited to, emergency health orders.

5.20.190 Master associations.

A master association may allow short-term residential rentals for a minimum number of consecutive nights and days as determined by its governing board and owners of premises therein (including a number of nights and days that is fewer than that set forth in Section 5.20.140) in accordance with the provisions set forth in Section 5.20.210 of this Chapter.
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5.20.200 New residential developments.

Any new development approved by the City Council pursuant to Section

5.20.030(e) may allow short-term residential rentals, subject to those terms and conditions prescribed by the Oty Council, and if so the owner desiring to do so therein shall register premises for operation as a short-term residential rental pursuant to the requirements of Section 5.20.050. In such event, short-term residential rentals registered in the new development shall not be restricted by any minimum duration of rental as otherwise set forth in Section 5.20.140, but shall be subject to any minimum duration of rental or other requirements specified in the conditional use permit or development agreement applicable to that development.

5.20.210 Common interest developments.
(a) A common interest development, separate and apart from a master association, may allow short-term residential rentals for a minimum number of consecutive nights and days as determined by its governing board and owners of premises therein (including a number of nights and days that is fewer than that set forth in Section 5.20.140), provided it satisfies all of the following:
(1) The governing board of the common interest development shall propose the issue of allowing the proposed specific minimum consecutive night and day short-term residential rentals by a formal election/vote of all owners of parcels within the common interest development. (2) At least a majority of those members voting from within the common interest development shall have, by recorded vote, approved the proposal. (3)
The governing board of the common interest development shall file with the City's Community Development Director written certification of the results of such election/vote, signed by the president or chair of the governing board and in a form and substance approved by the Community Development Director in his or her discretion.
(4) Upon filing a certification with the Oty that the proposal was approved, short-term residential rentals within the common interest development shall not be restricted by the minimum duration of rental as set forth in 26529.00000\34637050.2
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Section 5.20.140, but may be operated for any minimum duration established by the above described vote.
(5)
A common interest development may repeal this authority by following the election/voting procedures set forth in subsections (a)(1)-(4) of this section. If this authority is repealed, all short-term residential rental permits and business licenses issued to owners in the common interest development shall remain valid and in effect, but shall automatically be deemed to be amended to allow a minimum duration of twenty-nine (29) nights (twenty-eight (28) nights in February of non -leap years), as set forth in Section 5.20.140.
(6) The common interest development must contain four (4) or more separate legal parcels, exclusive of the common area, in order to allow for short-term residential rentals of fewer nights and days than set forth in Section 5.20.140 pursuant to this Section. Each of the parcels must share a boundary with at least one other parcel in the common interest development.
(7)
A sub -common interest development may not allow for short-term residential rentals pursuant to this Section 5.20.210 except to the extent that the larger common interest development in which it is wholly or partially located has previously determined that short-term rentals are permitted.
(b) If a common interest development has not chosen to allow short-term residential rentals for a minimum duration of less than that set forth in Section 5.20.140, in accordance with the procedures set forth in this Section, then individual owners within the common interest development may still apply for a restricted short- term residential rental permit for their own premises in accordance with Section

5.20.050 and if granted, the individual owner's short-term residential permit shall be subject to the minimum duration period set forth in Section 5.20.220.

5.20.220 Tennis tournament exception.

An owner who registers a property for operation as a short-term residential rental pursuant to Section 5.20.050 may rent the property for a period of no less than seven (7) consecutive nights during the period commencing one (1) week 26529.00000\34637050.2
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preceding and ending three (3) days after conclusion of the annual professional tennis tournament held each year at the Indian Wells Tennis Garden.

5.20.240 Disclosure of short-term rental ordinance in home sale agreements.

Any agreement for the sale of real property located within the City shall include the following disclosure:
"Buyer is aware that the Qty of Indian Wells has adopted an ordinance regulating the use of this property as a short-term rental, defined as the renting of a residential dwelling unit to another party for a continuous period of less than thirty (30) days. The ordinance can be found within Chapter 5.20 of the Indian Wells Municipal Code. By signing this agreement, buyer acknowledges they have read the short-term rental ordinance and understand its provisions. Violation of any provision of the ordinance is punishable as a misdemeanor as well as subject to administrative fines and civil suits. Upon violation, the Qty may pursue any of these remedies without future warning." For purposes of this section, agreement of sale shall mean any agreement or written instrument which provides that title to the real property in question shall thereafter be transferred from the current owner to another. 26529.00000\34637050.2
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City of Indian Wells
1/6/2022
44-950 Eldorado Drive,
Indian Wells
File #: ORD-002-22 Item #: C.

Indian Wells City Council
Staff Report - Community Development
January 6, 2022
Proposed Ordinance Adding Section 11.36.125 and Amending Various Sections of the Municipal Code for Purposes of Clarifying Restrictions on the Parking and Storage of Recreational Vehicles Within the City RECOMMENDED ACTIONS:

Council INTRODUCES to read by title only and further reading waved, amending various sections of the Municipal Code for purposes of code maintenance and clarifying the intent of existing regulation of recreational vehicle parking and storage requirements; and FINDS the action to be exempt from CEQA.

DISCUSSION:

After an open public discussion regarding recreational vehicles ("RV') at the October 10, 2021, City Council Meeting, Council requested Staff bring back an Ordinance to modify and provide better clarification of the City's RV parking and storage requirements and to consolidate the City's RV parking and storage regulations within one section of the City's Municipal Code.

Background
The current RV parking regulations were unanimously adopted by City Council on November 19, 1998, under Ordinance No. 442. Regulations regarding the parking and storage of RVs are currently found within Chapters 11.28 and 21.100 of the Indian Wells Municipal Code ("IWMC"). Sections

11.28.010 and 11.28.030(a) specifically regulate RV parking on city streets, while RV parking on private property is governed by regulations found in Section 21.100.020(e)(1)(iv).

The proposed Ordinance further clarifies the City's RV regulations and enforcement actions and consolidates the associated RV parking requirements under one section of the IWMC.

Analysis
Existing City of Indian Wells RV Parking Requirements:

City of Indian Wells

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The City's RV parking requirements prohibit the parking or storage of RV's on city streets or private property more than 24 -hours, unless they are located within a completely enclosed structure approved by the City's Design Review Committee. If the vehicle is parked on the street or private property and remains longer than 24 -hours, Code Enforcement may issue a Notice of Violation ("NOV") or administrative citation. If the RV is parked on the public street and remains on the street for 72 -hours, the vehicle can be towed, per California's Vehicle Code.

Proposed City of Indian Wells Parking Requirements:

From time -to -time, the City undertakes efforts to amend the IWMC to correct errors or omissions, increase clarity, and ensure consistency between other Code requirements. The proposed Ordinance (Attachment 1) is such an effort. Attachment 2 contains an overview of the Ordinance's amendments to the IWMC. These amendments include:
• Updating the City's definition for "recreational vehicles" to have the same meaning as defined under the California Vehicle Code.
• Clarifying that parking or storage of RV's is prohibited on City streets or private driveways unless a temporary parking permit has been issued or the vehicle is located within a totally enclosed structure.
• Providing a Temporary Parking Permit process at no -fee to allow RV parking for residents on a City street or private driveway up to 24 -hours, twice a month. • Providing an exception to allow short-term (less than 2 -hours) RV parking when patronizing a City business or commercial center.
• Providing an exception to allow short-term habitation in an RV through a temporary use permit process if a residential structure has been damaged due to an emergency situation. • Clarifying the enforcement and penalty for violating the RV Parking requirements and the appeal procedures for an administrative citation.
• Striking out RV Code requirements in the existing Code Sections and relocating them in the consolidated RV Code requirements under Section 11.36.125, Parking of Recreational Vehicles.

If the Ordinance is approved, it would take effect 30 -days after its adoption. During this 30 -day period, staff will circulate a public information campaign advising residents of the updated RV parking and storage regulations. Notice of Violations will also be issued informing RV owners of the updated regulations, until 30 -days after the Ordinance takes effect (grace period). After the 30 -day grace period (March 7, 2022), Code Enforcement will begin issuing administrative citations for RV's that are City of Indian Wells

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not parked or stored in compliance with the updated Code requirements.

OPTIONS:

1. Council introduces the proposed ordinance (Attachment #2) with no modifications to be read by title only and further reading waived.

2. Council directs and provides staff with additional amendments to the Municipal Code relating to parking and storage of recreational vehicles. Any substantive changes to the proposed ordinance will require staff to bring back at a future meeting for introduction.

ENVIRONMENTAL:

This action has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act ("CEQA"), the State and local CEQA Guidelines, and the environmental regulations of the City. It was determined the Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060 (c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

ATTACHMENTS:

1. Indian Wells Municipal Code Redline

2. Proposed Ordinance No. 737
City of Indian Wells

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ATTACHMENT #1
I ndian Wells Recreational Vehicle Parking Amendments and Additions Legend:

Strike out font = Deleted Text
Red font = Added Text
I. Amendments.

The following sections of Title(s) 11 and 21 of the Indian Wells Municipal Code are amended to read in their entirety as follows:

11.28.010 Oversize vehicles prohibited.

No person shall park and leave standing upon any public street or highway within any area designated as a residential zone by the Municipal Code, any commercial vehicle, as defined in this Section, with a rated cargo weight greater than one (1) tone except for loading and unloading purposes in connection with local deliveries. See Section11.36.125 for recreational vehicle parking requirements. Recreational vehicles may be parked on residential streets not to exceed twcnty-four (24) hours for loading and unloading.

11.28.030 Oversize vehicles and commercial equipment.
(a) No person shall park or leave standing upon any public street, or upon vacant public or private lots or any highway within any area designated as a residential zone, any commercial vehicle, as defined in this Section, with a rated cargo weight greater than one (1) tone except for loading and unloading purposes in connection with local deliveries. See Section11.36.125 for recreational vehicle parking requirements. highway within any arca dcsignatcd as a residential designated zonc for a period of time not to exceed twcnty-four (24) hours for loading and unloading. (b) No person shall park and leave standing upon any public and/or private lot within any area designated as a residential or commercial zone, any commercial equipment such as tree grinders, commercial trailers, tractors, and any other equipment used for construction, or demolition, unless the person has obtained and can provide to the City, upon request, the property owner's written permission to use the site for storage and/or a City building permit has been issued for construction on the property. (Ord. 570 § 1, 2005)
323

21.100.020 Off-street parking.
(a) Purpose. The purpose of this Section is to ensure that adequate off-street parking facilities are provided to meet the needs of uses located within the City. All parking areas shall be designed to assure the provision and maintenance of safe, adequate and well -designed off-street parking facilities. It shall be the responsibility of the developer, owner or operator of a specific use to provide and maintain adequate off-street parking for that use.
(b) Applicability. Except as modified by the standards and regulations pertaining to a neighborhood planning area, (1) off-street vehicle parking shall be provided in accordance with this Section when the subject building or structure is constructed or the use is established, and (2) additional off-street parking shall be provided in accordance with this Chapter if an existing building is altered, or dwelling units, apartments or guest rooms are added, or a use is intensified by the addition of floor space or seating capacity or there is a change of use.
(c) Non -Conforming Parking. Existing uses, which do not provide sufficient off- street parking in conformance with this Section, shall not be expanded unless sufficient additional parking spaces can be provided as required by this Section. (d) Status of Previous Approval. Project design or Conditional Use Permits approved prior to the effective date of this ordinance must meet only the requirements in effect on the date the site design or Conditional Use Permit was approved. (e) Number of Off -Street Parking Spaces Required. The number of off-street parking spaces required shall be no less than the following for all zones within the Qty unless otherwise noted:
(1) Residential Parking Requirements.
(i) Conventional Detached Single Family Homes. Minimum of two (2) spaces per unit located within a garage attached to the structure. (ii) Multiple Dwellings. A two (2) car garage is required for a studio/one (1) bedroom; and a two (2) car garage plus an additional one-half (1/2) space per unit of guest parking is required for two (2) or more bedrooms. (iii) Guest Parking. In addition to the above required parking, one (1) parking space shall be provided and designed for guest parking for every four (4) units unless guest parking can be provided on private streets.
(iv) Parking Restriction Regarding Recreational Vehicles. See Section11.36.125.

Parking and/or storagc of boats, dctachcd camper trailcr, dismanticd vchicics and othcr 324

homes or campers for more than twenty-four (24) hours at any location or any combination of locations within the City is prohibitcd, cxccpt within a totally enclosed structure approved by City Architectural Landscapc committccT (2) Commercial Parking Requirements.
(i) Offices, Administrative, Business, and Professional. One (1) space per two hundred fifty (250) square feet or gross floor space.
(ii) Restaurants [Free -Standing]. One (1) parking space per three (3) seats or one (1) space per fifty (50) square feet of gross floor area up to four thousand (4,000) square feet, and one (1) space per eighty (80) square feet of gross floor area in excess of four thousand (4,000) square feet.
(iii) Restaurants Within a Mixed Use Complex. Provide parking as outlined above unless it can be proven that hours of operation will allow a joint use of parking spaces. (iv) Retail and Service Businesses. Centers which include uses such as retail shops, beauty/barber shops, drug stores, grocery stores, deli and similar type uses shall provide one (1) space per two -hundred and fifty (250) square feet of gross floor area. (v) Hotels and Resort Hotels. Provide 1.2 spaces per guest room for the first fifty (50) rooms and 0.90 spaces per guest room in excess of fifty (50) rooms. Provide 1.0 space per six (6) seats or one (1) space/two hundred (200) square feet of floor area of dining dancing and restaurant areas which are attached to or an integral part of the hotel.
(vi) Golf Courses and Driving Ranges. Six (6) spaces per hole and one (1) space per driving range tee in addition to the parking requirements for other on site uses. (vii) Public and Community Facilities. One (1) space per eight thousand (8,000) square feet of active recreational area within a park, in addition to one (1) space per acre of passive recreational area.
(viii) Service Station. A minimum of four (4) spaces in additional to four (4) additional spaces per each service bay.
(ix) Theaters, Civic Centers, aubs, and Other Races of Public Assembly. One (1) space per three (3) fixed seats or (1) one space per thirty (30) square feet of assembly area, exclusive of foyer, corridors, rest rooms, kitchen, storage and other areas not used for assembly of people.
325

(x) Museums, Oubs, Art Galleries, Libraries, and Churches. One (1) space per two (2) employees in addition to one (1) space per three -hundred (300) square feet of gross floor area.
(xi) Mixed Uses. Total number of parking space required shall be the sum of the requirements for the various uses computed separately. Shared parking may be permitted subject to Community Development Director approval depending on operating hours of various uses.
(xii) Parking Requirements for Uses Not Specified. Parking requirements shall be determined by the Community Development Director based upon a parking study paid for by the applicant.
(3) Computation. Should the computation of the required number of off street parking spaces result in a fraction of one half (1/2) or more, one (1) additional parking space shall be required; a remaining fraction less than one half (1/2) may be disregarded.
(4) Application. The parking space requirements in this Section shall not apply to existing developments which are substandard in number of spaces, covered spaces or garages. However, should such development expand or request major changes to the property, the applicant would be required to adhere to the parking space standards as Stated in this ordinance.
(5) Exemptions. In commercial and resort commercial zones, a parking space and loading space reduction of not more than five (5) percent of that required by Code may be approved by the Community Development Director, or his designee, in the form of an Administrative Relief Permit as provided under Section 21.06.090 of the City Municipal Code. (Ord. 442 § 2 [Exhibit "A"], 1998; Ord. 433 § 1, 1998; Ord. 326 §§ 2-3, 1993)
1 1 . Additions.

The following additions are made to Title 11 of the Indian Wells Municipal Code:

of such recreational vehicles. Problems associated with recreational vehicle parking include:
(1) Driving sight obstructions;
(2) Interference with mail delivery;
(3) Health and safety concerns associated with camping or habitation in vehicles;
(4) Viewshed obstructions and neighborhood aesthetic concerns. (b) Definition of a recreational vehicle.
(1) The phrase "recreational vehicle" means a vehicle designed as a structure capable of human habitation, a boat or a trailer used for the transport of other vehicles, which are used for the purpose of recreation. "Trailer" is defined as a vehicle designed for carrying persons or property on its own structure and for being drawn by another motor vehicle.
(i) Exception. Vans, jeeps, or pickup trucks with attached utility camper shells not designed for camping, or human habitation, and used primarily for transportation are excluded from this definition.
(2) For the purposes of this chapter, the following vehicles shall be considered recreational vehicles:
(i) Camp trailer, per California Vehicle Code Section 242; (11) Fifth -wheel travel trailer, per California Vehicle Code Section 324; (iii) House car, per California Vehicle Code Section 362; (iv) Trailer coach, per California Vehicle Code Section 635. (v) Mobilehome, per California Vehicle Code section 396. (vi) Boat and/or boat trailer.
(vii) Trailers used for the transport of equipment, vehicles or animals, which are used for the purpose of recreation.
(viii) Recreational vehicle, per California Health and Safety Code section 18010.
327

(c) Parking or storage of recreational vehicles is prohibited. (1) The parking or storage of any recreational vehicle on city streets or private driveway is prohibited, unless a temporary parking permit has been issued to such vehicle pursuant to this chapter or the vehicle is located within a totally enclosed structure approved by the City's Design Review Committee. (i) Exception. Short-term parking (less than 2 -hours) within a public parking lot or legal street parking space is permitted when patronizing a city business or commercial center.
(2) No person shall camp overnight within any recreational vehicle. (i) Exception. Residents may be granted a Temporary Use Permit for short-term habitation within a recreational vehicle during emergency situations where the primary residential structure has been deemed unsafe for human habitation due to an emergency situation. Examples of emergency situations include, but are not limited to mudslides, floods, fires, earthquakes, wind damage, long-term power outages, or as otherwise determined by the director of community development. (d) Temporary parking permit.
(1) Anyone wishing to park a recreational vehicle on a city street or private driveway shall obtain a temporary parking permit from the City of Indian Wells. (2) There shall be no fee for such permit.
(3) The following restrictions shall apply to any temporary parking permit issued for a recreational vehicle:
(i) Temporary parking permits shall only be issued to residents of the cit
y.
(ii) Temporary parking permits shall only be issued for a specific recreational vehicle, with valid state vehicle license and registration, for a maximum of 24 -hours and limited to two (2) times per month, but not within 48 consecutive hours.
(iii) Except as expressly provided in this chapter, temporary parking on city streets shall only be allowed abutting the permittee's property and does not authorize vehicle parking in a location or manner that is otherwise prohibited by this code or by the California Vehicle Code. 328

(iv) Temporary parking permits shall be conspicuously displayed in the lower driver's side of the windshield or nearest window so that it is clearly visible from the exterior of the vehicle so that all information is visible in order to avoid a citation. The possession of a valid, unexpired permit that was not properly displayed shall not be considered a defense to a citation for an illegally parked recreational vehicle. (v) There shall be no other activity except loading or unloading of a vehicle while parked on city streets. Washing the vehicle or minor maintenance must be performed on a private driveway.
(vi) No person shall route electrical cords, extension cords, hoses, cables, or other items on or across city sidewalks or parkways from any property to a recreational vehicle parked on a public street at any time. (vi) No person shall make a sewer connection with a recreational vehicle or dump wastes from a recreational vehicle onto public or private land.

Violation of this subsection is a misdemeanor and subject to the fine amount listed in Section 1.20.030(2).
(2) In order to obtain a temporary parking permit, the following information must be supplied to the City of Indian Wells:
(i) Address of the resident requesting the permit;
(ii) Name and phone number of the registered owner or person in control of the recreational vehicle;
(iii) License number, year, make and model of the recreational vehicle, and general dimensions as to width, height, and length. (iv) The dates for which the permit is desired; and
(v) Additional information the City Manager or his/her designee may reasonably require.
(e) Violations.
(1) The parking or storage of any recreational vehicle in violation of this code shall be a citable infraction. The penalty for such violation shall be an administrative citation, in accordance with Section 1.20.030(1). (f) Procedures for contesting administrative citation.
329

(1) If a recreational vehicle is cited as a result of violating this chapter, the owner or person in control of the recreational vehicle may appeal the administrative citation in accordance with Section 1.20.070. 330

ATTACHMENT #2
ORDI NANCE NO. 737
ADDING SECTI ON 11.36.125 AND AMENDING

VARIOUS SECTIONS OF THE MUNI CI PAL CODE FOR

PURPOSES OF CLARI FYI NG RESTRI CTI ONS FOR

PARKING AND STORAGE OF RECREATIONAL
VEHICLES WITHIN THE CITY; AND FINDING THE

ORDI NANCE TO BE EXEMPT FROM CEQA
WHEREAS, the City of Indian Wells, California (the "City") is a municipal corporation, duly organized under the constitution and laws of the State of California; and
WHEREAS, California Government Code section 65800 et seq. authorizes the adoption and administration of zoning laws, ordinances, rules and regulations by cities as a means of implementing the General Plan; and
WHEREAS, the City has the authority under Article 11, Section 5 of the California Constitution and the City Charter to make, amend and enforce all ordinances and regulations with respect to municipal affairs; and
WHEREAS, the City desires and intends to add Section 11.36.125, Parking of Recreational Vehicles, and amend various sections in Title 11 (Vehicles and Traffic) and Title 21 (Zoning Code) of the Indian Wells Municipal Code ("IWMC') for purposes of correct errors and omissions, increase clarity, and ensure consistency between other code all code requirements related to the parking and storage of recreational vehicles within the city; and
WHEREAS, notice of a public hearing of the City Council of the City of Indian Wells to consider this Ordinance was given in accordance with applicable law; and WHEREAS, on January 6, 2022, a public hearing on this Ordinance was held by the City Council; and
WHEREAS, after careful consideration of the staff report and all the information, evidence, and testimony presented at its public hearing, the City Council finds that this Ordinance is consistent with General Plan goals and policies pertaining to land development, city image, orderly growth, and economic development.

NOW, THEREFORE, THE CI TY COUNCI L OF THE CI TY OF I NDI AN WELLS, CALI FORN I A DOES ORDAI N AS FOLLOWS:

SECTI ON 1. The Recitals above are true and correct and are hereby adopted as findings as if fully set forth herein.

SECTI ON 2. CEQA. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the 26529.00000\33933027.2
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City of Indian Wells
Ordinance No. 737

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environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTI ON 3. Code Amendments. Title(s) 11 and 21 of the Indian Wells Municipal Code are hereby amended as set forth in Attachment "A" hereto and incorporated herein by reference.

SECTI ON 4. Custodian of Records. The documents and materials that constitute the record of proceedings on which this Ordinance is based are located at the Oty Clerk's office located at 44950 Eldorado Drive, Indian Wells, CA 92210. The custodian of these records is the City Clerk.

SECTI ON 5. Severability. If any section, sentence, clause or phrase of this Ordinance or the application thereof to any entity, person or circumstance is held for any reason to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council and the people of the City of Indian Wells hereby declare that they would have adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

SECTI ON 6. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption.

SECTION 7. Publication. The Oty Clerk shall certify to the adoption of this Ordinance. Not later than fifteen (15) days following the passage of this Ordinance, the Ordinance, or a summary thereof, along with the names of the City Council members voting for and against the Ordinance, shall be published in a newspaper of general circulation in the City of Indian Wells.

PASSED, APPROVED AND ADOPTED by the Qty Council of the Oty of Indian Wells, California, at a regular meeting held on the t" day of 2022.

DANA REED
MAYOR
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STATE OF CALI FORN I A )
COUNTY OF RI VERSI DE )ss.

CITYOFINDIAN WELLS )
CERTI Fl CATI ON FOR ORDI NANCE NO. 737
1, Angelica Avila, Acting City aerk of the City Council of the City of Indian Wells, California, DO HEREBY CERTI FY that Ordinance No. 737, having been introduced at a regular meeting of the City Council on January 6 2022, was again introduced, the reading in full thereafter unanimously waived, and duly passed and adopted at a regular meeting of the City Council held on the th day of , 2022 and said Ordinance was passed and adopted by the following stated vote, to wit:

AYES:

NOES:
and was thereafter on said day signed by the Mayor of the City of Indian Wells.

ATTEST: APPROVED AS TO FORM:

ANGELI CA AVI LA TODD LEI SHMAN

CI TY CLERK CI TY ATTORNEY
3 26529.00000\33933027.2
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ATTACHMENT "A"
TI TLE(S) 11 and 21 MUNI CI PAL CODE AMENDMENTS
***
I. Amendments.

The following sections of Title(s) 11 and 21 of the Indian Wells Municipal Code are amended to read in their entirety as follows:

11.28.010 Oversize vehicles prohibited.

No person shall park and leave standing upon any public street or highway within any area designated as a residential zone by the Municipal Code, any commercial vehicle, as defined in this Section, with a rated cargo weight greater than one (1) ton except for loading and unloading purposes in connection with local deliveries. See Section11.36.125 for recreational vehicle parking requirements.

11.28.030 Oversize vehicles and commercial equipment.
(a) No person shall park or leave standing upon any public street, or upon vacant public or private lots or any highway within any area designated as a residential zone, any commercial vehicle, as defined in this Section, with a rated cargo weight greater than one (1) tone except for loading and unloading purposes in connection with local deliveries. See Section11.36.125 for recreational vehicle parking requirements. (b) No person shall park and leave standing upon any public and/or private lot within any area designated as a residential or commercial zone, any commercial equipment such as tree grinders, commercial trailers, tractors, and any other equipment used for construction, or demolition, unless the person has obtained and can provide to the City, upon request, the property owner's written permission to use the site for storage and/or a City building permit has been issued for construction on the property. (Ord. 570 § 1, 2005)

City of Indian Wells
Ordinance No. 737

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(b) Applicability. Except as modified by the standards and regulations pertaining to a neighborhood planning area, (1) off-street vehicle parking shall be provided in accordance with this Section when the subject building or structure is constructed or the use is established, and (2) additional off-street parking shall be provided in accordance with this Chapter if an existing building is altered, or dwelling units, apartments or guest rooms are added, or a use is intensified by the addition of floor space or seating capacity or there is a change of use.
(c) Non -Conforming Parking. Existing uses, which do not provide sufficient off- street parking in conformance with this Section, shall not be expanded unless sufficient additional parking spaces can be provided as required by this Section. (d) Status of Previous Approval. Project design or Conditional Use Permits approved prior to the effective date of this ordinance must meet only the requirements in effect on the date the site design or Conditional Use Permit was approved. (e) Number of Off -Street Parking Spaces Required. The number of off-street parking spaces required shall be no less than the following for all zones within the City unless otherwise noted:
(1) Residential Parking Requirements.
(i) Conventional Detached Single Family Homes. Minimum of two (2) spaces per unit located within a garage attached to the structure. (ii) Multiple Dwellings. A two (2) car garage is required for a studio/one (1) bedroom; and a two (2) car garage plus an additional one-half (1/2) space per unit of guest parking is required for two (2) or more bedrooms. (iii) Guest Parking. In addition to the above required parking, one (1) parking space shall be provided and designed for guest parking for every four (4) units unless guest parking can be provided on private streets.
(iv) Parking Restriction Regarding Recreational Vehicles. See Section11.36.125. (2) Commercial Parking Requirements.
(i) Offices, Administrative, Business, and Professional. One (1) space per two hundred fifty (250) square feet or gross floor space.
(ii) Restaurants [Free -Standing]. One (1) parking space per three (3) seats or one (1) space per fifty (50) square feet of gross floor area up to four thousand (4,000) 5 26529.00000\33933027.2
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square feet, and one (1) space per eighty (80) square feet of gross floor area in excess of four thousand (4,000) square feet.
(iii) Restaurants Within a Mixed Use Complex. Provide parking as outlined above unless it can be proven that hours of operation will allow a joint use of parking spaces. (iv) Retail and Service Businesses. Centers which include uses such as retail shops, beauty/barber shops, drug stores, grocery stores, deli and similar type uses shall provide one (1) space per two -hundred and fifty (250) square feet of gross floor area. (v) Hotels and Resort Hotels. Provide 1.2 spaces per guest room for the first fifty (50) rooms and 0.90 spaces per guest room in excess of fifty (50) rooms. Provide 1.0 space per six (6) seats or one (1) space/two hundred (200) square feet of floor area of dining dancing and restaurant areas which are attached to or an integral part of the hotel.
(vi) Golf Courses and Driving Ranges. Six (6) spaces per hole and one (1) space per driving range tee in addition to the parking requirements for other on site uses. (vii) Public and Community Facilities. One (1) space per eight thousand (8,000) square feet of active recreational area within a park, in addition to one (1) space per acre of passive recreational area.
(viii) Service Station. A minimum of four (4) spaces in additional to four (4) additional spaces per each service bay.
(ix) Theaters, Civic Centers, Clubs, and Other Places of Public Assembly. One (1) space per three (3) fixed seats or (1) one space per thirty (30) square feet of assembly area, exclusive of foyer, corridors, rest rooms, kitchen, storage and other areas not used for assembly of people.
(x) Museums, Clubs, Art Galleries, Libraries, and Churches. One (1) space per two (2) employees in addition to one (1) space per three -hundred (300) square feet of gross floor area.
(xi) Mixed Uses. Total number of parking space required shall be the sum of the requirements for the various uses computed separately. Shared parking may be permitted subject to Community Development Director approval depending on operating hours of various uses.
(xii) Parking Requirements for Uses Not Specified. Parking requirements shall be determined by the Community Development Director based upon a parking study paid for by the applicant.
6 26529.00000\33933027.2
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(3) Computation. Should the computation of the required number of off street parking spaces result in a fraction of one half (1/2) or more, one (1) additional parking space shall be required; a remaining fraction less than one half (1/2) may be disregarded.
(4) Application. The parking space requirements in this Section shall not apply to existing developments which are substandard in number of spaces, covered spaces or garages. However, should such development expand or request major changes to the property, the applicant would be required to adhere to the parking space standards as Stated in this ordinance.
(5) Exemptions. In commercial and resort commercial zones, a parking space and loading space reduction of not more than five (5) percent of that required by Code may be approved by the Community Development Director, or his designee, in the form of an Administrative Relief Permit as provided under Section 21.06.090 of the City Municipal Code. (Ord. 442 § 2 [Exhibit "A"], 1998; Ord. 433 § 1, 1998; Ord. 326 §§ 2-3, 1993)
1 1 . Additions.

The following additions are made to Title 11 of the Indian Wells Municipal Code:

1. Section 11.36.125 is hereby added to read in its entirety as follows:
"11.36.125 Parking of recreational vehicles.
(a) General. The city's recreational vehicle parking regulations help minimize the problems associated with parking recreational vehicles on city streets and private driveways, while still affording owners of such vehicles temporary parking privileges for purposes of loading, unloading and undertaking interior maintenance and washing of such recreational vehicles. Problems associated with recreational vehicle parking include:
(1) Driving sight obstructions;
(2) Interference with mail delivery;
(3) Health and safety concerns associated with camping or habitation in vehicles;
(4) Viewshed obstructions and neighborhood aesthetic concerns. 7 26529.00000\33933027.2
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(b) Definition of a recreational vehicle.
(1) The phrase "recreational vehicle" means a vehicle designed as a structure capable of human habitation, a boat or a trailer used for the transport of other vehicles, which are used for the purpose of recreation. "Trailer" is defined as a vehicle designed for carrying persons or property on its own structure and for being drawn by another motor vehicle.
(i) Exception. Vans, jeeps, or pickup trucks with attached utility camper shells not designed for camping, or human habitation, and used primarily for transportation are excluded from this definition.
(2) For the purposes of this chapter, the following vehicles shall be considered recreational vehicles:
(i) Camp trailer, per California Vehicle Code Section 242; (ii) Fifth -wheel travel trailer, per California Vehicle Code Section 324; (iii) House car, per California Vehicle Code Section 362; (iv) Trailer coach, per California Vehicle Code Section 635. (v) Mobilehome, per California Vehicle Code section 396. (vi) Boat and/or boat trailer.
(vii) Trailers used for the transport of equipment, vehicles or animals, which are used for the purpose of recreation.
(viii) Recreational vehicle, per California Health and Safety Code section 18010.
(c) Parking or storage of recreational vehicles is prohibited. (1) The parking or storage of any recreational vehicle on city streets or private driveway is prohibited, unless a temporary parking permit has been issued to such vehicle pursuant to this chapter or the vehicle is located within a totally enclosed structure approved by the City's Design Review Committee. (i) Exception. Short-term parking (less than 2 -hours) within a public parking lot or legal street parking space is permitted when patronizing a city business or commercial center.
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(2) No person shall camp overnight within any recreational vehicle. (i) Exception. Residents may be granted a Temporary Use Permit for short-term habitation within a recreational vehicle during emergency situations where the primary residential structure has been deemed unsafe for human habitation due to an emergency situation. Examples of emergency situations include, but are not limited to mudslides, floods, fires, earthquakes, wind damage, long-term power outages, or as otherwise determined by the director of community development. (d) Temporary parking permit.
(1) Anyone wishing to park a recreational vehicle on a city street or private driveway shall obtain a temporary parking permit from the City of Indian Wells. (2) There shall be no fee for such permit.
(3) The following restrictions shall apply to any temporary parking permit issued for a recreational vehicle:
(i) Temporary parking permits shall only be issued to residents of the city.
(ii) Temporary parking permits shall only be issued for a specific recreational vehicle, with valid state vehicle license and registration, for a maximum of 24 -hours and limited to two (2) times per month, but not within 48 consecutive hours.
(iii) Except as expressly provided in this chapter, temporary parking on city streets shall only be allowed abutting the permittee's property and does not authorize vehicle parking in a location or manner that is otherwise prohibited by this code or by the California Vehicle Code. (iv) Temporary parking permits shall be conspicuously displayed in the lower driver's side of the windshield or nearest window so that it is clearly visible from the exterior of the vehicle so that all information is visible in order to avoid a citation. The possession of a valid, unexpired permit that was not properly displayed shall not be considered a defense to a citation for an illegally parked recreational vehicle. (v) There shall be no other activity except loading or unloading of a vehicle while parked on city streets. Washing the vehicle or minor maintenance must be performed on a private driveway.
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(vi) No person shall route electrical cords, extension cords, hoses, cables, or other items on or across city sidewalks or parkways from any property to a recreational vehicle parked on a public street at any time. (vi) No person shall make a sewer connection with a recreational vehicle or dump wastes from a recreational vehicle onto public or private land.

City of Indian Wells
1/6/2022
44-950 Eldorado Drive,
Indian Wells
File #: ORD-003-22 Item #: D.

Indian Wells City Council
Staff Report - Public Works January 6, 2022
Proposed Ordinance Amending Indian Wells Municipal Code Adopting Mandatory Organic Waste Disposal Reduction Requirements Under Senate Bill (SB) 1383
RECOMMENDED ACTIONS:

Council INTRODUCES to read by title only, discuss, and further reading waved amending Chapter

8.32 of the Indian Wells Municipal Code.

DISCUSSION:

Background
In 2016, Governor Brown signed into law Senate Bill (SB) 1383 (Lara, Chapter 395, Statutes of 2016), establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants (SLCP) in various sectors of California's economy. It includes statewide goals to reduce the disposal of organic waste and recover edible food for human consumption. SB 1383 is the State's most ambitious waste reduction law in the last 30 years and enacts the following targets to reduce organic waste in landfills:
• Achieve a 50% reduction in the level of the statewide disposal of organic waste from the 2014 level by 2020 and a 75% reduction by 2025
• Recover at least 20% of currently disposed surplus food by 2025.

SB 1383 Requirements
Cities are required to adopt an enforceable ordinance to implement all requirements of SB 1383, including inspection and compliance enforcement as to generators of waste and haulers. The ordinance will mandate that organic waste generators, haulers, and other entities subject to the requirements of SB 1383 regulations and subject to the jurisdiction's authority, comply with SB 1383 regulatory requirements. CalRecycle provided a model ordinance, which has been amended for use City of Indian Wells

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by Indian Wells. An amended purchasing policy to include recycled content paper products and recycled organic waste products (at a volume of 0.08 tons/resident) is also pending.

SB 1383 also require cities to meet an annual procurement target quantity (based on population) of recovered organic waste product, such as compost, mulch, renewable energy (for transportation fuel, heat and electricity), or electricity from biomass conversion.

As part of SB 1383 regulations, the City must address separation and diversion of organic waste via one of several permitted alternatives. Single family homes will be required to subscribe to and participate in organics curbside collection service. The current residential waste collection service uses a resident provided bin system. The new three -bin system, which meet the requirements of SB 1383 for source separation, would be provided by Burrtec, the City's franchise waste hauler. SB 1383 requires specific colors for waste collection containers: trash containers must be grey or black, organics containers must be green, and recycling containers must be blue. All new containers must be clearly labeled with what does and does not go into them. Multifamily complexes and businesses will be required to either subscribe to and participate in organics curbside collection or to self -haul organic waste. Businesses are required to annually and as needed educate employees, contractors, tenants, and customers regarding how to properly sort organic material into the correct containers.

The start date for commercial customers is in 2024, and as of this year's audit, all Indian Wells commercial customers are already in compliance.

The City also must identify the edible food recovery generators that are required to implement edible food recovery programs, connect them with local food recovery organizations, provide annual outreach to the edible food generators about their requirements under SB 1383, and perform annual inspections to ensure they have contracts in place with edible food recovery organizations, and are keeping records of all recovered edible food. The City has identified FIND food bank as having capacity and ability to meet SB1383 requirements.

The law will require the City to conduct specific outreach to residents, schools, businesses, edible food generators, haulers, facilities, edible food recovery organizations, and municipal departments on an annual basis. Through a pending amended agreement with Burrtec, the City's franchised waste hauler has already started working to educate customers through community outreach and will work with the City to meet compliance with new regulations. The amendment would include negotiating changes to collection and processing agreements, negotiating cost structure for new services, and providing waivers to eligible generators.

Despite the support of the various agreements with partner agencies, the state will continue to hold the City responsible for compliance with SB 1383. As a result, the partnerships between all involved parties are important. City staff would need to submit a compliance report to CalRecycle in the first half of 2022. The City is ultimately responsible for adopting, implementing, monitoring, and enforcing the requirements outlined in SB1383. Failure to comply with the mandate may result in action by CalRecycle including:
• Administrative penalties of $7,500 to $10,000 per day for major violations of SB1383 City of Indian Wells

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regulations;
• More frequent inspections; and
• Imposition of a compliance plan by CalRecycle.

FISCAL IMPACT:

Implementation costs of SB 1383 are paid by ratepayers. Once the implementation costs have been identified, rates are likely to increase. In addition, costs for public outreach will also be required.

Costs are unknown at this time.

ATTACHMENT:

1. Proposed Ordinance No. 736
City of Indian Wells

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ATTACHMENT #1
ORDI NANCE NO. 736
AMENDING CHAPTER 8.32, SECTION 8.32.010 OF THE

INDIAN WELLS MUNICIPAL CODE REGARDING MANDATORY
ORGAN! C WASTE DI SPOSAL REDUCTI ON REQUI REMENTS
WHEREAS, State recycling law, Assembly Bill 939 of 1989, the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000, et seq., as amended, supplemented, superseded, and replaced from time to time), requires cities and counties to reduce, reuse, and recycle (including composting) Solid Waste generated in the City to the maximum extent feasible before any incineration or landfill disposal of waste, to conserve water, energy, and other natural resources, and to protect the environment; and
WHEREAS, State recycling law, Assembly Bill 341 of 2011 (approved by the Governor of the State of California on October 5, 2011, which amended Sections 41730, 41731, 41734, 41735, 41736, 41800, 42926, 44004, and 50001 of, and added Sections 40004, 41734.5, and 41780.01 and Chapter 12.8 (commencing with Section 42649) to Part 3 of Division 30 of, and added and repealed Section 41780.02 of, the Public Resources Code, as amended, supplemented, superseded and replaced from time to time), places requirements on businesses and Multi -Family property owners that generate a specified threshold amount of Solid Waste to arrange for recycling services and requires the City to implement a Mandatory Commercial Recycling program; and WHEREAS, State organics recycling law, Assembly Bill 1826 of 2014 (approved by the Governor of the State of California on September 28, 2014, which added Chapter

12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Public Resources Code, relating to Solid Waste, as amended, supplemented, superseded, and replaced from time to time), requires businesses and Multi -Family property owners that generate a specified threshold amount of Solid Waste, Recycling, and Organic Waste per week to arrange for recycling services for that waste, requires the City to implement a recycling program to divert Organic Waste from businesses subject to the law, and requires the City to implement a Mandatory Commercial Organics Recycling program; and WHEREAS, SB 1383, the Short-lived aimate Pollutant Reduction Act of 2016, requires CalRecycle to develop regulations to reduce organics in landfills as a source of methane. The regulations place requirements on multiple entities including the City, residential households, Commercial Businesses and business owners, Commercial Edible Food Generators, haulers, Food Recovery Organizations, and Food Recovery Services to support achievement of Statewide Organic Waste disposal reduction targets; and WHEREAS, SB 1383, the Short-lived aimate Pollutant Reduction Act of 2016, requires the City to adopt and enforce an ordinance or enforceable mechanism to implement relevant provisions of SB 1383 Regulations. This ordinance will also help 344

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reduce food insecurity by requiring Commercial Edible Food Generators to arrange to have the maximum amount of their Edible Food, that would otherwise be disposed, be recovered for human consumption.

NOW, THEREFORE, THE CI TY COUNCI L OF THE CI TY OF I NDI AN WELLS DOES HEREBY ORDAI N AS FOLLOWS:

SECT! ON 1. Chapter 8.32, Section 8.32.010 of the Indian Well Municipal Code is hereby amended to read as follows:

Definitions.
(a) "Blue Container" has the same meaning as in 14 CCR Section 18982(a)(5) and shall be used for the purpose of storage and collection of Source Separated Recyclable Materials or Source Separated Blue Container Organic Waste. (b) "CalRecycle" means California's Department of Resources Recycling and Recovery, which is the Department designated with responsibility for developing, implementing, and enforcing SB 1383 Regulations on the City. (c) "California Code of Regulations" or "CCR" means the State of California Code of Regulations. CCR references are preceded with a number that refers to the relevant Title of the CCR (e.g., "14 CCR' refers to Title 14 of CCR). (d) "Commercial Business" or "Commercial" means a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, industrial facility, or a multifamily residential dwelling, or as otherwise defined in 14 CCR Section 18982(a)(6). A Multi -Family Residential Dwelling that consists of fewer than five (5) units is not a Commercial Business for purposes of implementing this Chapter.
(e) "Commercial Edible Food Generator" includes a Tier One or a Tier Two Commercial Edible Food Generator as defined in 14 CCR Section 18982(a)(73) and (a)(74). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators.
"Compliance Review" means a review of records by the City to determine compliance with this Chapter.
"Community Composting" means any activity that composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on -site at any one time does not exceed 100 cubic yards and 750 square feet, as specified in 14 CCR Section 17855(a)(4); or, as otherwise defined by 14 CCR Section 18982(a)(8). 345

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(h) "Compost" has the same meaning as in 14 CCR Section 17896.2(a)(4), as may be amended from time to time.
(i) "Container Contamination" or "Contaminated Container" means a container, regardless of color, that contains Prohibited Container Contaminants, or as otherwise defined in 14 OCR Section 18982(a)(55).
(j) "C&D" means construction and demolition debris.
(k) "Designee" means an entity that the Qty contracts with or otherwise arranges to carry out any of the Qty's responsibilities of this Chapter as authorized in 14 CCR Section 18981.2. A Designee may be a government entity, a hauler, a private entity, or a combination of those entities.
(1) "Edible Food" means food intended for human consumption, or as otherwise defined in 14 CCR Section 18982(a)(18). For the purposes of this Chapter or as otherwise defined in 14 CCRSection 18982(a)(18), "Edible Food" is not Solid Waste if it is recovered and not discarded. Nothing in this Chapter or in 14 CCR, Division 7, Chapter 12 requires or authorizes the Recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code. (m)
"Enforcement Action" means an action by the Qty to address non-compliance with this Chapter including, but not limited to, issuing administrative citations, fines, penalties, or using other remedies.
(n) "Enforcement Official" means the city manager or an authorized designee who is partially or wholly responsible for enforcing this Chapter. (o) "Excluded Waste" means hazardous substance, hazardous waste, infectious waste, designated waste, volatile, corrosive, medical waste, infectious, regulated radioactive waste, and toxic substances or material that facility operator(s), which receive materials from the Qty and its generators, reasonably believe(s) would, as a result of or upon acceptance, transfer, processing, or disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use restrictions or conditions, waste that cannot be disposed of in Class I I I landfills or accepted at the facility by permit conditions, waste that in the Qty, or its Designee's reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose the Qty, or its Designee, to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Single -Family or Multi -Family Solid Waste after implementation of programs for the safe collection, 346

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processing, recycling, treatment, and disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. (p)
"Food Distributor" means a company that distributes food to entities including, but not limited to, Supermarkets and Grocery Stores, or as otherwise defined in 14 CCR Section 18982(a)(22).
"Food Facility" has the same meaning as in Section 113789 of the Health and Safety Code.
"Food Recovery" means actions to collect and distribute food for human consumption that otherwise would be disposed, or as otherwise defined in 14 CCR Section 18982(a)(24).
(s) "Food Recovery Organization" means an entity that engages in the collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities or as otherwise defined in 14 CCR Section 18982(a)(25), including, but not limited to:
(1) A food bank as defined in Section 113783 of the Health and Safety Code; (2) A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and,
(3)
A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.

A Food Recovery Organization is not a Commercial Edible Food Generator for the purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7).

If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Chapter.
(t) "Food Recovery Service" means a person or entity that collects and transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery, or as otherwise defined in 14 CCR Section 18982(a)(26). A Food Recovery Service is not a Commercial Edible Food Generator for the purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7). 347

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(u) "Food Service Provider" means an entity primarily engaged in providing food services to institutional, governmental, Commercial, or industrial locations of others based on contractual arrangements with these types of organizations, or as otherwise defined in 14 CCR Section 18982(a)(27).
(v) "Gray Container" has the same meaning as in 14 CCR Section 18982(a)(28) and shall be used for the purpose of storage and collection of Gray Container Waste. (w) "Gray Container Waste" means Solid Waste that is collected in a Gray Container as specified in 14 CCR Sections 18984.1(a) and (b), or as otherwise defined in 14 CCR Section 17402(a)(6.5). Gray Container Waste may specifically include carpet, Non-Compostable Paper and textiles.
(x) "Green Container" has the same meaning as in 14 CCR Section 18982(a)(29) and shall be used for the purpose of storage and collection of Source Separated Green Container Organic Waste.
(y)
"Grocery Store" means a store primarily engaged in the retail sale of canned food; dry goods; fresh fruits and vegetables; fresh meats, fish, and poultry; and any area that is not separately owned within the store where the food is prepared and served, including a bakery, deli, and meat and seafood departments, or as otherwise defined in 14 CCR Section 18982(a)(30).
(z) "Hauler Route" means the designated itinerary or sequence of stops for each segment of the Qty's collection service area, or as otherwise defined in 14 CCR Section 18982(a)(31.5).
(aa) "High Diversion Organic Waste Processing Facility" means a facility that is in compliance with the reporting requirements of 14 CCR Section 18815.5(d) and meets or exceeds an annual average Mixed Waste organic content Recovery rate of 50 percent between January 1, 2022 and December 31, 2024, and 75 percent after January 1, 2025, as calculated pursuant to 14 CCR Section 18815.5(e) for Organic Waste received from the "Mixed waste organic collection stream" as defined in 14 CCR Section 17402(a)(11.5); or, as otherwise defined in 14 CCR Section 18982(a)(33).
(bb) "Inspection" means a site visit where the City reviews records, containers, and an entity's collection, handling, recycling, or landfill disposal of Organic Waste or Edible Food handling to determine if the entity is complying with requirements set forth in this Chapter, or as otherwise defined in 14 CCR Section 18982(a)(35). 348

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(cc) "Large Event" means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event. If the definition in 14 CCR Section 18982(a)(38) differs from this definition, the definition in 14 CCR Section 18982(a)(38) shall apply. (dd) "Large Venue" means a permanent venue facility that annually seats or serves an average of more than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. For purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12, a venue facility includes, but is not limited to, a public, nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. For purposes of this Chapter and implementation of 14 CCR, Division 7, Chapter 12, a site under common ownership or control that includes more than one Large Venue that is contiguous with other Large Venues in the site, is a single Large Venue. If the definition in 14 CCR Section 18982(a)(39) differs from this definition, the definition in 14 CCR Section 18982(a)(39) shall apply.
(ee)
(ff)
(gg)
Local Education Agency" means a school district, charter school, or county office of education that is not subject to the control of city or county regulations related to Solid Waste, or as otherwise defined in 14 CCR Section 18982(a)(40). "Mixed Waste Organic Collection Stream" or "Mixed Waste" means Organic Waste collected in a container that is required by 14 CCR Sections 18984.1, 18984.2 or 18984.3 to be taken to a High Diversion Organic Waste Processing Facility or as otherwise defined in 14 OCR Section 17402(a)(11.5).
"Multi -Family Residential Dwelling" or "Multi -Family" means of, from, or pertaining to residential premises with five (5) or more dwelling units. Multi -Family premises do not include hotels, motels, or other transient occupancy facilities, which are considered Commercial Businesses.
(hh) "MWELO" refers to the Model Water Efficient Landscape Ordinance (MWELO), 23 OCR, Division 2, Chapter 2.7.
(ii) "Non-Compostable Paper" includes but is not limited to paper that is coated in a plastic material that will not breakdown in the composting process, or as otherwise defined in 14 CCR Section 18982(a)(41).
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G) )
"Non -Organic Recyclables" means non-putrescible and non -hazardous recyclable wastes including but not limited to bottles, cans, metals, plastics and glass, or as otherwise defined in 14 CCR Section 18982(a)(43).
(kk) "Notice of Violation (NOV)" means a notice that a violation of this Chapter has occurred that includes a compliance date to avoid an action to seek penalties, or as otherwise defined in 14 CCR Section 18982(a)(45) or further explained in 14 CCR Section 18995.4.
(11) "Organic Waste" means Solid Wastes containing material originated from living organisms and their metabolic waste products, including but not limited to food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, Paper Products, Printing and Writing Paper, manure, biosolids, digestate, and sludges or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined by 14 CCR Section 18982(a).
(mm) "Organic Waste Generator" means a person or entity that is responsible for the initial creation of Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(48).
(nn) "Paper Products" include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling, or as otherwise defined in 14 CCR Section 18982(a)(51). (pp)
"Printing and Writing Papers" include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications, or as otherwise defined in 14 CCR Section 18982(a)(54).
"Prohibited Container Contaminants" means the following: (i) discarded materials placed in the Blue Container that are not identified as acceptable Source Separated Recyclable Materials for the Qty's Blue Container; (ii) discarded materials placed in the Green Container that are not identified as acceptable Source Separated Green Container Organic Waste for the City's Green Container; (iii) discarded materials placed in the Gray Container that are acceptable Source Separated Recyclable Materials and/or Source Separated Green Container Organic Wastes to be placed in the City's Green Container and/or Blue Container; and, (iv) Excluded Waste placed in any container.
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(qq)
"Recovered Organic Waste Products" means products made from California, landfill -diverted recovered Organic Waste processed in a permitted or otherwise authorized facility, or as otherwise defined in 14 CCR Section 18982(a)(60). (n-) "Recovery" means any activity or process described in 14 CCR Section 18983.1(b), or as otherwise defined in 14 CCR Section 18982(a)(49). (ss) "Recycled -Content Paper" means Paper Products and Printing and Writing Paper that consists of at least 30 percent, by fiber weight, postconsumer fiber, or as otherwise defined in 14 CCR Section 18982(a)(61).
(tt) "Remote Monitoring" means the use of the internet of things (IoT) and/or wireless electronic devices to visualize the contents of Blue Containers, Green Containers, and Gray Containers for purposes of identifying the quantity of materials in containers (level of fill) and/or presence of Prohibited Container Contaminants. "Restaurant" means an establishment primarily engaged in the retail sale of food and drinks for on -premises or immediate consumption, or as otherwise defined in 14 CCR Section 18982(a)(64).
(vv) "Route Review" means a visual Inspection of containers along a Hauler Route for the purpose of determining Container Contamination, and may include mechanical Inspection methods such as the use of cameras, or as otherwise defined in 14 CCR Section 18982(a)(65).
ww) "SB 1383" means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.
"SB 1383 Regulations" or "SB 1383 Regulatory" means or refers to, for the purposes of this Chapter, the Short -Lived Climate Pollutants: Organic Waste Reduction regulations developed by CalRecycle and adopted in 2020 that created 14 CCR, Division 7, Chapter 12 and amended portions of regulations of 14 CCR and 27 OCR.
(yy) "Single -Family" means of, from, or pertaining to any residential premises with fewer than five (5) units.
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(zz) "Solid Waste" has the same meaning as defined in State Public Resources Code Section 40191, which defines Solid Waste as all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid and semi -solid wastes, and other discarded solid and semisolid wastes, with the exception that Solid Waste does not include any of the following wastes:
(1) Hazardous waste, as defined in the State Public Resources Code Section 40141.
(2) Radioactive waste regulated pursuant to the State Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the State Health and Safety Code).
(3)
Medical waste regulated pursuant to the State Medical Waste Management Act (Part 14 (commencing with Section 117600) of Division 104 of the State Health and Safety Code). Untreated medical waste shall not be disposed of in a Solid Waste landfill, as defined in State Public Resources Code Section 40195.1. Medical waste that has been treated and deemed to be Solid Waste shall be regulated pursuant to Division 30 of the State Public Resources Code.
(aaa) "Source Separated" means materials, including commingled recyclable materials, that have been separated or kept separate from the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing those materials for recycling or reuse in order to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted products, which meet the quality standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section 17402.5(b)(4). For the purposes of this Chapter, Source Separated shall include separation of materials by the generator, property owner, property owner's employee, property manager, or property manager's employee into different containers for the purpose of collection such that Source Separated materials are separated from Gray Container Waste or other Solid Waste for the purposes of collection and processing. (bbb) "Source Separated Blue Container Organic Waste" means Source Separated Organic Wastes that can be placed in a Blue Container that is limited to the collection of those Organic Wastes and Non -Organic Recyclables as defined in Section 18982(a)(43), or as otherwise defined by Section 17402(a)(18.7). 352

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(ccc) "Source Separated Green Container Organic Waste" means Source Separated Organic Waste that can be placed in a Green Container that is specifically intended for the separate collection of Organic Waste by the generator, excluding Source Separated Blue Container Organic Waste, carpets, Non-Compostable Paper, and textiles.
(ddd) "Source Separated Recyclable Materials" means Source Separated Non -Organic Recyclables and Source Separated Blue Container Organic Waste. (eee) "State" means the State of California.
(fff) "Supermarket" means a full -line, self-service retail store with gross annual sales of two million dollars ($2,000,000), or more, and which sells a line of dry grocery, canned goods, or nonfood items and some perishable items, or as otherwise defined in 14 CCR Section 18982(a)(71).
(ggg)
"Tier One Commercial Edible Food Generator" means a Commercial Edible Food Generator that is one of the following:
(1) Supermarket.
(2) Grocery Store with a total facility size equal to or greater than 10,000 square feet.

Food Service Provider.

Food Distributor.

Wholesale Food Vendor.
(3)
(4)
(5)
If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply.
(hhh) "Tier Two Commercial Edible Food Generator" means a Commercial Edible Food Generator that is one of the following:
(1) Restaurant with 250 or more seats, or a total facility size equal to or greater than 5,000 square feet.
(2) Hotel with an on -site Food Facility and 200 or more rooms. (3) Health facility with an on -site Food Facility and 100 or more beds. 353

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(4) Large Venue.
(5) Large Event.
(6) A State agency with a cafeteria with 250 or more seats or total cafeteria facility size equal to or greater than 5,000 square feet. (7)
A Local Education Agency facility with an on -site Food Facility.

If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply.
(iii) "Wholesale Food Vendor" means a business or establishment engaged in the merchant wholesale distribution of food, where food (including fruits and vegetables) is received, shipped, stored, prepared for distribution to a retailer, warehouse, distributor, or other destination, or as otherwise defined in 14 CCR Section 189852(a)(76).

Requirements for Single -Family Generators.

Single -Family Organic Waste Generators:
(a) Shall subscribe to the Qty's three -container Organic Waste collection services. The City shall have the right to review the number, size, and location of a generator's containers to evaluate adequacy of capacity provided for each type of collection service for proper separation of materials and containment of materials; and, generator shall adjust its service level for its collection services as requested by the City.
(b) Shall participate in the City's three -container system for Source Separated Recyclable Materials, Source Separated Green Container organic materials (to include Food Waste), and Gray Container Waste collection services. Generator participation in the collection programs requires that generators place only approved materials in the appropriate colored containers. Generators shall not place materials designated for the Gray Container into the Green Container or Blue Container.

Notwithstanding the above, and in accordance with the SB 1383 Regulations, the City is not required to replace functional containers, including containers purchased prior to January 1, 2022, that do not comply with the color requirements of this Chapter and the Regulations, prior to the end of the useful life of those containers, or prior to January 1, 2036, whichever comes first. Labels will be placed on the 354

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containers indicating the primary materials accepted and the primary materials prohibited in the containers. Until SB 1383 compliant colored containers are provided (Blue Container, Green Container, and Gray Container), Single -Family Waste Generators shall comply with the container label requirements. (c) Nothing in this Section prohibits a generator from preventing or reducing waste generation, managing Organic Waste on site, and/or using a Community Composting site pursuant to 14 CCR Section 18984.9(c).

Requirements for Commercial Businesses.

Commercial Businesses, which includes Multi -Family Residential Dwellings, shall:
(a) Subscribe to the Qty's three -container Organic Waste collection services. The Oty shall have the right to review the number, size, and location of a generator's containers and frequency of collection to evaluate adequacy of capacity provided for each type of collection service for proper separation of materials and containment of materials; and, Commercial Business shall adjust its service level for its collection services as requested by the Oty.
(b) Participate in and comply with the Oty's three -container (Blue Container, Green Container (including Food Waste), and Gray Container) collection service by placing designated materials in designated containers. Generator shall place only approved materials in the appropriate colored containers. Generators shall not place materials designated for the Gray Container into the Green Container or Blue Container.

Notwithstanding the above, and in accordance with the SB 1383 Regulations, the Oty is not required to replace functional containers, including containers purchased prior to January 1, 2022, that do not comply with the color requirements of this Chapter and the Regulations, prior to the end of the useful life of those containers, or prior to January 1, 2036, whichever comes first. Labels will be placed on the containers indicating the primary materials accepted and the primary materials prohibited in the containers. Until SB 1383 compliant colored containers are provided (Blue Container, Green Container, and Gray Container), Commercial Businesses shall comply with the container label requirements. (c) Supply and allow access to adequate number, size, and location of collection containers with sufficient labels or colors (conforming with subsections (d)(1) and (d)(2) below), for employees, contractors, tenants and customers, consistent with the City's Blue Container, Green Container, and Gray Container collection service. 355

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(d) Excluding Multi -Family Residential Dwellings, provide containers for the collection of Source Separated Green Container Organic Waste, and Source Separated Recyclable Materials in all indoor and outdoor areas where disposal containers are provided for customers, for materials generated by that business. Such containers do not need to be provided in restrooms. If a Commercial Business does not generate any of the materials that would be collected in one type of container, then the business does not have to provide that particular container in all areas where disposal containers are provided for customers. Pursuant to 14 CCR Section 18984.9(b), the containers provided by the business shall have either:
(1) A body or lid that conforms with the container colors provided through the collection service provided by the aty, with either lids conforming to the color requirements or bodies conforming to the color requirements or both lids and bodies conforming to color requirements. A Commercial Business is not required to replace functional containers, including containers purchased prior to January 1, 2022, that do not comply with the requirements of the subsection prior to the end of the useful life of those containers, or prior to January 1, 2036, whichever comes first. (2) Container labels that include language or graphic images or both indicating the primary material accepted and the primary materials prohibited in that container or containers with imprinted text or graphic images that indicate the primary materials accepted and primary materials prohibited in the container. Pursuant 14 CCR Section 18984.8, the container labels are required on new containers commencing January 1, 2022.
(g)
Multi -Family Residential Dwellings are not required to comply with container placement requirements or labeling requirement pursuant to 14 CCR Section 18984.9(b).

To the extent practical through education, training, Inspection, and/or other measures, excluding Multi -Family Residential Dwellings, prohibit employees from placing materials in a container not designated for those materials per the City's Blue Container, Green Container, and Gray Container collection service.

Excluding Multi -Family Residential Dwellings, periodically inspect Blue Container, Green Container, and Gray Containers for contamination and inform employees if containers are contaminated and of the requirements to keep contaminants out of those containers pursuant to 14 CCR Section 18984.9(b)(3). (h) Annually provide information to employees, contractors, tenants, and customers about Organic Waste Recovery requirements and about proper sorting of Source 356

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Separated Green Container Organic Waste and Source Separated Recyclable Materials.
(i)
Provide education information before or within fourteen (14) days of occupation of the premises to new tenants that describes requirements to keep Source Separated Green Container Organic Waste and Source Separated Recyclable Materials separate from Gray Container Waste (when applicable) and the location of containers and the rules governing their use at each property.

Provide or arrange access for the City or its agent to their properties during all Inspections conducted in accordance with this Chapter to confirm compliance with the requirements of this Chapter.

If implemented, accommodate and cooperate with the City's Remote Monitoring program for Inspection of the contents of containers for Prohibited Container Contaminants, to evaluate generator's compliance with this Chapter. The Remote Monitoring program shall involve installation of Remote Monitoring equipment on or in the Blue Containers, Green Containers, and/or Gray Containers.

Nothing in this Section prohibits a generator from preventing or reducing waste generation, managing Organic Waste on site, or using a Community Composting site pursuant to 14 CCR Section 18984.9(c).

Commercial Businesses that are Tier One or Tier Two Commercial Edible Food Generators shall comply with Food Recovery requirements of this Chapter.

Waivers for Generators.
(a) De Minimis Waivers: The City may, at its discretion, waive a Commercial Business' obligation (including Multi -Family Residential Dwellings) to comply with some or all of the Organic Waste requirements of this Chapter if the Commercial Business:
(1) Submits an application specifying the services that they are requesting a waiver from; and
(2) Provides documentation that either:
(A) The Commercial Business' total Solid Waste collection service is two cubic yards or more per week and Organic Waste subject to collection in a Blue Container or Green Container comprises less than 20 gallons per week per applicable container of the business' total waste; or,
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(B) The Commercial Business' total Solid Waste collection service is less than two cubic yards per week and Organic Waste subject to collection in a Blue Container or Green Container comprises less than 10 gallons per week per applicable container of the business' total waste; and
(3)
Notifies the City if circumstances change such that Commercial Business's Organic Waste exceeds the threshold required for waiver, in which case waiver will be rescinded; and
(4) Provides written verification of eligibility for de minimis waiver every 5 years, if the City has approved de minimis waiver.
(b) Physical Space Waivers: The City may, at its discretion, waive a Commercial Business' or property owner's obligations (including Multi -Family Residential Dwellings) to comply with some or all of the recyclable materials and/or Organic Waste collection service requirements if the City has evidence from its own staff, a hauler, licensed architect, or licensed engineer demonstrating that the premises lack adequate space for the collection containers required for compliance with the Organic Waste collection requirements of this Chapter.

A Commercial Business or property owner may request a physical space waiver through the following process:
(1) Submit an application form specifying the type(s) of collection services for which they are requesting a compliance waiver.
(2) Provide documentation that the premises lack adequate space for Blue Containers and/or Green Containers, including documentation from its hauler, licensed architect, or licensed engineer.
(3)
Provide written verification to the City that it is still eligible for physical space waiver every five years, if the City has approved application for a physical space waiver.
(c) Collection Frequency Waiver: The Qty, at its discretion and in accordance with 14 CCR Section 18984.11(a)(3), may allow the owner or tenant of any residence, premises, business establishment or industry that subscribes to the City's three - container Organic Waste collection service to arrange for the collection of their Blue Container, Gray Container, or both once every fourteen days, rather than once per week.

Requirements for Commercial Edible Food Generators.
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(a) Tier One Commercial Edible Food Generators must comply with the below requirements commencing January 1, 2022, and Tier Two Commercial Edible Food Generators must comply commencing January 1, 2024, pursuant to 14 CCR Section 18991.3.
(b) Large Venue or Large Event operators not providing food services, but allowing for food to be provided by others, shall require Food Facilities operating at the Large Venue or Large Event to comply with the requirements of this Section, commencing January 1, 2024.
(c) Commercial Edible Food Generators shall comply with the following requirements:
(1) Arrange to recover the maximum amount of Edible Food that would otherwise be disposed.
(2) Contract with, or enter into a written agreement with Food Recovery Organizations or Food Recovery Services for the collection of Edible Food for Food Recovery.
(3) Shall not intentionally spoil Edible Food that is capable of being recovered by a Food Recovery Organization or a Food Recovery Service. (4) Allow the City's designated enforcement entity or designated third party enforcement entity to access the premises and review records pursuant to 14 CCR Section 18991.4.
(5) Keep records that include the following information, or as otherwise specified in 14 CCR Section 18991.4:
(A) A list of each Food Recovery Service or organization that collects or receives its Edible Food pursuant to a contract or written agreement established under 14 CCR Section 18991.3(b).
(B) A copy of all contracts or written agreements established under 14 CCR Section 18991.3(b).
(C) A record of the following information for each of those Food Recovery Services or Food Recovery Organizations:
(i)
The name, address and contact information of the Food
Recovery Service or Food Recovery Organization.
(ii) The types of food that will be collected by the Food Recovery Service or Food Recovery Organization.
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(iii) The established frequency that food will be collected. (iv) The quantity of food, measured in pounds recovered per month, collected by a Food Recovery Service or Food
Recovery Organization for Food Recovery.
(6) Commencing no later than January 1, 2022, for Tier One Commercial Edible Food Generators and January 1, 2024, for Tier Two Commercial Edible Food Generators, Commercial Edible Food Generators shall provide a quarterly Food Recovery report to the City which includes the information required in 14 CCR Section 18991.4 "Record Keeping Requirements for Commercial Edible Food Generators."
(d) Nothing in this Section shall be construed to limit or conflict with the protections provided by the California Good Samaritan Food Donation Act of 2017, the Federal Good Samaritan Act, or share table and school food donation guidance pursuant to Senate Bill 557 of 2017 (approved by the Governor of the State of California on September 25, 2017, which added Article 13 [commencing with Section 49580] to Chapter 9 of Part 27 of Division 4 of Title 2 of the Education Code, and to amend Section 114079 of the Health and Safety Code, relating to food safety, as amended, supplemented, superseded and replaced from time to time).

Requirements for Food Recovery Organizations and Services. (a) Food Recovery Services collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(1):
(1) The name, address, and contact information for each Commercial Edible Food Generator from which the service collects Edible Food. (2) The quantity in pounds of Edible Food collected from each Commercial Edible Food Generator per month.
(3)
The quantity in pounds of Edible Food transported to each Food Recovery Organization per month.
(4) The name, address, and contact information for each Food Recovery Organization that the Food Recovery Service transports Edible Food to for Food Recovery.
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(b) Food Recovery Organizations collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(2):
(1) The name, address, and contact information for each Commercial Edible Food Generator from which the organization receives Edible Food. (2) The quantity in pounds of Edible Food received from each Commercial Edible Food Generator per month.
(3)
The name, address, and contact information for each Food Recovery Service that the organization receives Edible Food from for Food Recovery. (c) Commencing January 1, 2022, Food Recovery Organizations and Food Recovery Services that have their primary address physically located in the City and contract with or have written agreements with one or more Commercial Edible Food Generators pursuant to 14 CCR Section 18991.3(b) shall report to the City the total pounds of Edible Food recovered in the previous calendar year from the Tier One and Tier Two Commercial Edible Food Generators they have established a contract or written agreement with pursuant to 14 CCR Section 18991.3(b), as applicable. (d) Food Recovery Capacity Planning
In order to support Edible Food Recovery capacity planning assessments or other studies conducted by the City that provides solid waste collection services, or its designated entity, Food Recovery Services and Food Recovery Organizations operating in the City shall provide information and consultation to the City, upon request, regarding existing, or proposed new or expanded, Food Recovery capacity that could be accessed by the City and its Commercial Edible Food Generators. A Food Recovery Service or Food Recovery Organization contacted by the City shall respond to such request for information within 60 days, unless a shorter timeframe is otherwise specified by the City.
(e) Commencing no later than January 1, 2022, Food Recovery Services and Organization shall provide a quarterly report to the City which includes the information required in 14 CCR Section 18991.5 "Food Recovery Services and Organizations."
Requirements for Haulers, Facility Operators and Community Composting Operations.
(a) Requirements for Haulers.
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(1) The Designee providing residential, Commercial or Industrial Organic Waste collection services to generators within the (qty's boundaries shall meet the following requirements and standards as a condition of approval of a contract, agreement, or other authorization with the City to collect Organic Waste:
a. Through written notice to the City initially on or before July 1, 2022 and when changes occur, identify the facilities to which they will transport Organic Waste including the facilities for Source Separated Recyclable Materials and Source Separated Green Container Organic Waste, as applicable.
b. Transport Source Separated Recyclable Materials and Source Separated Green Container Organic Waste to a facility, operation, activity, or property that recovers Organic Waste, as defined in 14 CCR, Division 7, Chapter 12, Article 2.
c. Obtain approval from the City to haul Organic Waste, unless it is transporting Source Separated Organic Waste to a Community Composting site or lawfully transporting C&D in a manner that complies with 14 CCR Section 18989.1.
(2) The Designee shall comply with education, equipment, signage, container labelling, container color, contamination monitoring, reporting, and other requirements contained within its Franchise Agreement, as may be amended from time to time.
(3) Notwithstanding any the foregoing, nothing in this Chapter shall restrict or otherwise prohibit the Designee from meeting its compliance requirements by any alternative methods or procedures, provided it complies with SB 1383, the SB 1383 Regulations, and/or any other applicable law, as may be amended from time to time.
(b) Requirements for Facility Operators and Community Composting Operations. (1) Owners of facilities, operations, and activities that recover Organic Waste, including, but not limited to, Compost facilities, in -vessel digestion facilities, and publicly -owned treatment works shall, upon the City's request, provide information regarding available and potential new or expanded capacity at their facilities, operations, and activities, including information about 362

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throughput and permitted capacity necessary for planning purposes.

Entities contacted by the City shall respond within 60 days. (2) Community Composting operators, upon City request, shall provide information to the City to support Organic Waste capacity planning, including, but not limited to, an estimate of the amount of Organic Waste anticipated to be handled at the Community Composting operation. Entities contacted by the City shall respond within 60 days.

Compliance with CALGreen Recycling Requirements.
(a) Persons applying for a permit from the City for new construction and building additions and alternations shall comply with the requirements of this Section and all required components of the California Green Building Standards Code, 24 CCR, Part 11, known as CALGreen, as amended, if its project is covered by the scope of CALGreen. If the requirements of CALGreen are more stringent then the requirements of this Section, the CALGreen requirements shall apply.
(b) For projects covered by CALGreen the applicants must, as a condition of the City's permit approval, comply with the following:
(1) Where five (5) or more Multi -Family dwelling units are constructed on a building site, provide readily accessible areas that serve occupants of all buildings on the site and are identified for the storage and collection of Blue Container and Green Container materials, consistent with the three -container collection program offered by the City, or comply with provision of adequate space for recycling for Multi -Family and Commercial premises pursuant to Sections 4.408.1, 4.410.2,

5.408.1, and 5.410.1 of the California Green Building Standards Code, 24 CCR, Part 11 as amended provided amended requirements are more stringent than the CALGreen requirements for adequate recycling space effective January 1, 2020. (2) New Commercial construction or additions resulting in more than 30% of the floor area shall provide readily accessible areas identified for the storage and collection of Blue Container and Green Container materials, consistent with the three -container collection program offered by the City, or shall comply with provision of adequate space for recycling for Multi -Family and Commercial premises pursuant to Sections 4.408.1, 4.410.2, 5.408.1, and 5.410.1 of the California Green Building Standards Code, 24 CCR, Part 11 as amended provided amended requirements are more stringent than the CALGreen requirements for adequate recycling space effective January 1, 2020.
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(3) Comply with CALGreen requirements and applicable law related to management of C&D, including diversion of Organic Waste in C&D from disposal.

Comply with (Qty's C&D ordinance, Section of City's municipal code, and all written and published City policies and/or administrative guidelines regarding the collection, recycling, diversion, tracking, and/or reporting of C&D. (c) If, after the adoption of this Chapter, Sections 4.408.1, 4.410.2, 5.408.1, and 5.410.1 of CALGreen are amended in a manner that requires the City to incorporate the requirements in an updated local ordinance, and the amended requirements include provisions more stringent than those required in this Section, the revised requirements of Sections 4.408.1, 4.410.2, 5.408.1, and 5.410.1 of CALGreen shall be enforced.

Model Water Efficient Landscaping Ordinance Requirements. (a) Property owners or their building or landscape designers, including anyone requiring a building or planning permit, plan check, or landscape design review from the City, who are constructing a new (Single -Family, Multi -Family, public, institutional, or Commercial) project with a landscape area greater than 500 square feet, or rehabilitating an existing landscape with a total landscape area greater than 2,500 square feet, shall comply with Sections 492.6(a)(3)(B) (C), (D), and (G) of the MWELO, including sections related to use of Compost and mulch as delineated in this Section 14. (b) The following Compost and mulch use requirements that are part of the MWELO are now also included as requirements of this ordinance. Other requirements of the MWELO are in effect and can be found in 23 CCR, Division 2, Chapter 2.7. (c) Property owners or their building or landscape designers that meet the threshold for MWELO compliance outlined in Section 14(a) above shall:
(1) Comply with Sections 492.6 (a)(3)(B)(C),(D) and (G) of the MWELO, which requires the submittal of a landscape design plan with a soil preparation, mulch, and amendments section to include the following:
(A) For landscape installations, Compost at a rate of a minimum of four cubic yards per 1,000 square feet of permeable area shall be incorporated to a depth of six (6) inches into the soil. Soils with greater than six percent (6%) organic matter in the top six (6) inches of soil are exempt from adding Compost and tilling.
(B) For landscape installations, a minimum three- (3-) inch layer of mulch shall be applied on all exposed soil surfaces of planting areas except in turf areas, creeping or rooting groundcovers, or direct seeding applications where mulch is contraindicated. To provide habitat for 364

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beneficial insects and other wildlife up to five percent (5%) of the landscape area may be left without mulch. Designated insect habitat must be included in the landscape design plan as such.
(C) Organic mulch materials made from recycled or post -consumer materials shall take precedence over inorganic materials or virgin forest products unless the recycled post -consumer organic products are not locally available. Organic mulches are not required where prohibited by local fuel modification plan guidelines or other applicable local ordinances. (2) The MWELO compliance items listed in this Section are not an inclusive list of MWELO requirements; therefore, property owners or their building or landscape designers that meet the threshold for MWELO compliance outlined in Section 14(a) shall consult the full MWELO for all requirements.
(d) If, after the adoption of this Chapter, the California Department of Water Resources, or its successor agency, amends 23 CCR, Division 2, Chapter 2.7, Sections 492.6(a)(3)(B) (C), (D), and (G) of the MWWELO September 15, 2015 requirements in a manner that requires the City to incorporate the requirements of an updated MWELO in a local ordinance, and the amended requirements include provisions more stringent than those required in this Section, the revised requirements of 23 CCR, Division 2, Chapter 2.7 shall be enforced.

Procurement Requirements for City Departments, Direct Service Providers, and Vendors.
(a) City departments, and direct service providers to the City, as applicable, must comply with the City's Recovered Organic Waste Product procurement policy and Recycled -Content Paper procurement policy.
(b) All vendors providing Paper Products and Printing and Writing Paper shall:
(1) If fitness and quality are equal, provide Recycled -Content Paper Products and Recycled -Content Printing and Writing Paper that consists of at least 30 percent, by fiber weight, postconsumer fiber instead of non -recycled products whenever recycled Paper Products and Printing and Writing Paper are available at the same or lesser total cost than non -recycled items. (2) Provide Paper Products and Printing and Writing Paper that meet Federal Trade Commission recyclability standard as defined in 16 Code of Federal Regulations (CFR) Section 260.12.
(3)
Certify in writing, under penalty of perjury, the minimum percentage of postconsumer material in the Paper Products and Printing and Writing Paper 365

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offered or sold to the City. This certification requirement may be waived if the percentage of postconsumer material in the Paper Products, Printing and Writing Paper, or both can be verified by a product label, catalog, invoice, or a manufacturer or vendor Internet website.
(4) Certify in writing, on invoices or receipts provided, that the Paper Products and Printing and Writing Paper offered or sold to the City is eligible to be labeled with an unqualified recyclable label as defined in 16 Code of Federal Regulations (CFR) Section 260.12 (2013).
(5)
Provide records to the City or its Designee, of all Paper Products and Printing and Writing Paper purchases within thirty (30) days of the purchase (both recycled -content and non -recycled content, if any is purchased) made by any division or department or employee of the City. Records shall include a copy (electronic or paper) of the invoice or other documentation of purchase, written certifications as required in subsections (3) and (4) for recycled -content purchases, purchaser name, quantity purchased, date purchased, and recycled content (including products that contain none), and if non -recycled content Paper Products or Printing and Writing Papers are provided, include a description of why Recycled -Content Paper Products or Printing and Writing Papers were not provided.
1 nspections and 1 nvestigations by the City.
(a) City representatives and/or its designated entity, including Designees are authorized to conduct Inspections and investigations, at random or otherwise, of any collection container, collection vehicle loads, or transfer, processing, or disposal facility for materials collected from generators, or Source Separated materials to confirm compliance with this Chapter, subject to applicable laws. This Section does not allow the City to enter the interior of a private residential property for Inspection. For the purposes of inspecting Commercial Business containers for compliance with this Chapter, the City may conduct container Inspections for Prohibited Container Contaminants using Remote Monitoring, and Commercial Businesses shall accommodate and cooperate with the Remote Monitoring, where applicable.
(b) Regulated entity shall provide or arrange for access during all Inspections (with the exception of residential property interiors) and shall cooperate with City employees or its designated entity/Designee during such Inspections and investigations. Such Inspections and investigations may include confirmation of proper placement of materials in containers, Edible Food Recovery activities, records, or any other requirement of this Chapter described herein. Failure to provide or arrange for: (i) access to an entity's premises; (ii) installation and 366

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operation of Remote Monitoring equipment, where required; or (ii) access to records for any Inspection or investigation is a violation of this Chapter and may result in penalties described.
(c) Any records obtained by a Qty during its Inspections, Remote Monitoring, and other reviews shall be subject to the requirements and applicable disclosure exemptions of the Public Records Act as set forth in Government Code Section 6250 et seq.
(d) Qty representatives, its designated entity, and/or Designee are authorized to conduct any Inspections, Remote Monitoring or other investigations as reasonably necessary to further the goals of this Chapter, subject to applicable laws. (e) The Oty shall receive written complaints from persons regarding an entity that may be potentially non -compliant with SB 1383 Regulations, including receipt of anonymous complaints. [City should adopt complaint policy.] SECTI ON 2. Chapter 8.32, Section 8.32.020 of the Indian Well Municipal Code is hereby amended to read as follows:

Enforcement.
(a) Violation of any provision of this Chapter shall constitute grounds for issuance of a Notice of Violation and assessment of a fine by an Enforcement Official or representative. Enforcement Actions under this Chapter are issuance of an administrative citation and assessment of a fine. The Qty's procedures on imposition of administrative fines are hereby incorporated in their entirety, as modified from time to time, and shall govern the imposition, enforcement, collection, and review of administrative citations issued to enforce this Chapter and any rule or regulation adopted pursuant hereto, except as otherwise indicated. (b) Other remedies allowed by law may be used, including civil action or prosecution as misdemeanor or infraction. The Qty may pursue civil actions in the California courts to seek recovery of unpaid administrative citations. The City may choose to delay court action until such time as a sufficiently large number of violations, or cumulative size of violations exist such that court action is a reasonable use of Oty staff and resources.
(c) Enforcement pursuant to this Chapter may be undertaken by the Enforcement Official, which may be the Qty Manager or a designated entity, legal counsel, or combination thereof.
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(d) Process for Enforcement
(1) Enforcement Officials and/or their Designee will monitor compliance with this Chapter randomly and through Compliance Reviews, Route Reviews, investigation of complaints, and an Inspection program, which may include Remote Monitoring.
(2) The City may issue an official notification to notify regulated entities of its obligations under this Chapter.
(3)
For incidences of Prohibited Container Contaminants found in containers, the City or its Designee will issue a Notice of Violation to any generator found to have Prohibited Container Contaminants in a container. Such notice will be provide via a cart tag or other communication immediately upon identification of the Prohibited Container contaminants or within 10 days after determining that a violation has occurred. If the City or its authorized Designee observes Prohibited Container Contaminants in a generator's containers on more than three occasions within a six-month time period, the City may assess contamination processing fees or contamination penalties on the generator.
(4) With the exception of violations of generator contamination of container contents, the City shall issue a Notice of Violation requiring compliance within 60 days of issuance of the notice.
(5)
Absent compliance by the respondent within the deadline set forth in the Notice of Violation, the City shall commence an action to impose penalties, via an administrative citation and fine.

Notices shall be sent to "owner" at the official address of the owner maintained by the tax collector for the City or if no such address is available, to the owner at the address of the dwelling or Commercial property or to the party responsible for paying for the collection services, depending upon available information.
(e) Penalty Amounts for Types of Violations
(1) For a first violation, the amount of the base penalty shall be $50 to $100 per violation.
(2) For a second violation, the amount of the base penalty shall be $100 to $200 per violation.
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(3) For a third or subsequent violation, the amount of the base penalty shall be $250 to $500 per violation.
(f) Factors Considered in Determining Penalty Amount
The following factors shall be used to determine the amount of the penalty for each violation within the appropriate penalty amount range:
(1) The nature, circumstances, and severity of the violation(s). (2) The violator's ability to pay.
(3) The willfulness of the violator's misconduct.
(4) Whether the violator took measures to avoid or mitigate violations of this Chapter.
(g)
(5) Evidence of any economic benefit resulting from the violation(s). (6) The deterrent effect of the penalty on the violator. (7) Whether the violation(s) were due to conditions outside the control of the violator.

Compliance Deadline Extension Considerations
The City may extend the compliance deadlines set forth in a Notice of Violation if it finds that there are extenuating circumstances beyond the control of the respondent that make compliance within the deadlines impracticable, including the following:
(1) Acts of God such as earthquakes, wildfires, flooding, and other emergencies or natural disasters,
(2) Delays in obtaining discretionary permits or other government agency approvals; or,
(3)
Deficiencies in Organic Waste recycling infrastructure or Edible Food Recovery capacity and the City is under a corrective action plan with CalRecycle pursuant to 14 CCR Section 18996.2 due to those deficiencies. (h) Appeals Process
Persons receiving an administrative citation containing a penalty for an uncorrected violation may request a hearing to appeal the citation. A hearing will 369

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be held only if it is requested within the time prescribed and consistent with City's procedures for appeals of administrative citations. Evidence may be presented at the hearing. The City will appoint a hearing officer who shall conduct the hearing and issue a final written order.
(i)
(j)
Education Period for Non -Compliance
Beginning January 1, 2022 and through December 31, 2023, the City will conduct Inspections, Remote Monitoring, Route Reviews, Waste Evaluations, and Compliance Reviews, depending upon the type of regulated entity, to determine compliance, and if City determines that Organic Waste Generator, hauler, Tier One Commercial Edible Food Generator, Food Recovery Organization, Food Recovery Service, or other entity is not in compliance, it shall provide educational materials to the entity describing its obligations under this Chapter and a notice that compliance is required by January 1, 2022, and that violations may be subject to administrative civil penalties starting on January 1, 2024.

Civil Penalties for Non -Compliance
Beginning January 1, 2024, if the City determines that an Organic Waste Generator, hauler, Tier One or Tier Two Commercial Edible Food Generator, Food Recovery Organization, Food Recovery Service, or other entity is not in compliance with this Chapter, it shall document the noncompliance or violation, issue a Notice of Violation, and take Enforcement Action pursuant to this Chapter and state law, as needed.

SECTI ON 3. This ordinance shall be effective commencing on January 1, 2022.

DANA REED
MAYOR
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STATE OF CALI FORN I A )
COUNTY OF RI VERSI DE) ss.

CITY OF I N D I AN WELLS)
CERTI Fl CATI ON FOR ORDI NANCE NO. 736
I, Angelica Avila, City Clerk of the City Council of the City of Indian Wells, California, DO HEREBY CERTI FY that Ordinance No. 736, having been introduced at a regular meeting of the City Council on January 6, 2022, was again introduced, the reading in full thereafter unanimously waived, and duly passed and adopted at a regular meeting of the City Council held on the day of , 2022 and said Ordinance was passed and adopted by the following stated vote, to wit:

AYES:

NOES:
and was thereafter on said day signed by the Mayor of the City of Indian Wells.

ATTEST: APPROVED AS TO FORM:

ANGELI CA AVI LA TODD LEI SHMAN

CI TY CLERK CI TY ATTORNEY
371

City of Indian Wells
1/6/2022
44-950 Eldorado Drive,
Indian Wells
File #: RES-002-22 Item #: A.

Indian Wells Finance Authority
Staff Report - Finance January 6, 2022
Approval of documents relating to the Not to Exceed $15.5 Million issuance of Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 to provide funding for the Renewable Energy Generation Program and other City capital improvements.

RECOMMENDED ACTION:

Council ADOPTS a Resolution that authorizes the execution and delivery by the City and the Indian Wells Financing Authority ("IFA') of a ground lease, lease agreement, an indenture, a bond purchase agreement and a continuing disclosure certificate in connection with the issuance of the Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 ("Series 2022 Bonds") and approving the issuance of such bonds in an aggregate principal amount of not to exceed $15,500,000, authorizing the distribution of an official statement and authorizing the execution of the necessary documents and related actions.

DISCUSSION:

The Finance Committee met on December 3, 2021 to review and discuss the issuance of the Series 2022 Bonds and approves the bond issuance as presented. The Finance Committee consideration of a tax-exempt bond issuance is focused on accomplishing two goals: (1) improving City cash flow given historically low interest rates, and (2) maintaining cash reserves.

UBS Financial Services Inc. was selected and is proposed by City Staff to serve as underwriter for the bonds. UBS was selected as the most cost competitive and advantageous. UBS also has an office in Indian Wells. As underwriter, UBS will offer the bonds for sale to investors, including Indian Wells Residents, who will be given priority for investing in the bonds.

UBS will make efforts to provide Resident's priority over other retail purchasers and Residents interested in purchasing the bonds should contact a UBS representative. As part of the bond underwriting effort, City Staff will work with the City's communications team to develop electronic communications to notify Residents of the sale date with instruction that Residents consult with their financial and tax advisors prior to purchasing the bonds. This retail order opportunity for Residents City of Indian Wells

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File #: RES-002-22 Item #: A.
has limitations. The City will not and does not endorse any particular brokerage firm for Residents.

The Plan of Finance: As shown in the table below, the City has a number of capital improvement projects totaling $18.2 million.

Project Amount
Renewable Energy Generation Program $8,930,202
Miles Developer Funding $5,500,000
Streets and Roads $2,878,250
Public Safety Road $700,000
Facilities and Equipment $280,000
Total $18,288,452
The plan of finance calls for $15.0 million of the projects to be funded by the Series 2022 Bonds, with the remainder to be funded with cash over time and if approved, a low interest cost loan that is currently being applied for with the California Energy Commission ("CEC"). The CEC loan, if approved, would be only for the solar related project in a not to exceed amount of $3 million. Upon issuance of the Series 2022 Bonds, the related semi-annual rental obligation to fund the principal and interest (Base Rental Payments) will be the City's only significant, current long-term General Fund obligation, and there are no current plans to issue additional debt in the future with the exception of the potential CEC loan.

The proposed lease structure and joint powers authority issuance of lease revenue bonds is very widely used in California and is the most common means employed by a California city to finance significant general fund capital projects in compliance with the State Constitutional Debt Limit without voter approval. The alternative would be a general obligation bond secured by new property taxes, which require a two-thirds vote. No new taxes or fees are proposed.

Bond Structure
Under the proposed IFA bond structure, the City will lease the City Hall Complex to the IFA pursuant to a Ground Lease, and the IFA will leaseback the City Hall Complex to the City pursuant to a Lease Agreement. The City will make Base Rental Payments from the City's General Fund for use of the City Hall Complex. The Base Rental Payments will be equal to the debt service on the Series 2022 Bonds. Rent will be subject to abatement if the City is unable to use and possess the leased property due to damage or other problem. By agreement, the IFA transfers the Base Rental Payments to the bond trustee to pay bondholders. Given the strong financial condition of the City, no bond reserve fund is contemplated for the bond issue.

This "asset transfer" structure, utilizing the City Hall Complex as leased property, allows the City flexibility to finance some or all of the capital improvement projects listed above to the extent of available proceeds.

The Financing Documents: The financing documents presented for approval include a (1) Ground City of Indian Wells

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Lease, (2) a Lease Agreement, (3) an Indenture, (4) a Bond Purchase Agreement, (5) Continuing Disclosure Certificate, and (6) a Preliminary Official Statement. A description of the documents follows:

1. Ground Lease - Document in which the City leases the site (the City Hall complex) to the IFA. The document is drafted by Bond Counsel and executed by the City and IFA.

2. Lease Agreement - Document in which the City agrees to leaseback the site from the IFA.

It specifies amount and dates of the Base Rental Payments (the bond debt service); covenant to appropriate the Base Rental Payments; flow of funds; default and remedy provisions; prepayment provisions; and covenants of the City regarding use of the project and funds pledged to the payment of the Base Rental Payments. The document is drafted by Bond Counsel and executed by the City and IFA.

3. Indenture - Key legal document that lays out the legal structure and terms of the financing of the Series 2022 Bonds. Base Rental Payments received under the Lease Agreement are assigned to the trustee to make debt service payments on the Series 2022 Bonds. The Indenture specifies payment dates, maturity dates of the Series 2022 Bonds; revenues and accounts specifically pledged to the repayment of the Series 2022 Bonds; the project fund; flow of funds, default, and remedy provisions; redemption and defeasance provisions in the event the Series 2022 Bonds are prepaid or redeemed early; and covenants of the IFA as issuer. The Indenture is drafted by Bond Counsel and executed by the IFA, the City and U.S.

Bank National Association, as trustee.

4. Bond Purchase Agreement - The Bond Purchase Agreement is the contract among the IFA, the City, and the Underwriter, pursuant to which the Underwriter will agree to buy the Series 2022 Bonds when issued, subject to certain termination events, for resale to investors. The bond sale is scheduled for January, with a closing the latter part of February.

5. Continuing Disclosure Certificate - This certificate outlines the updated information related to the Series 2022 Bonds that the City will agree to provide to the bond markets.

Disclosure is required annually and on an exceptional basis for any major "enumerated" event, which now includes disclosure of material "financial obligations" of the City. This document is drafted by Disclosure Counsel and executed by the City.

6. Preliminary Official Statement (POS) -The POS is the initial "offering document" for the Series 2022 Bonds. The City and the IFA have an obligation to ensure that the POS includes all information that would be material to a prospective investor's decision whether to purchase the Series 2022 Bonds. The POS describes the terms of the bonds, the pledged revenues, the IFA and City, investor risk and other information for potential investors. While the City's legal counsel, consultants, and City Staff have participated and will participate in preparing the POS and the final Official Statement to include pricing information (OS), the City/IFA and City Staff are ultimately responsible for ensuring that the each of the POS and OS is accurate, contains no misleading information and does not omit any information necessary to make the POS and OS not misleading to investors.

City of Indian Wells

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The City and IFA are each presented with resolutions which approve the various documents and actions to be taken in the course of the financing and, in the case of the City, authorizes the Mayor, Mayor Pro Tem, City Manager, Deputy City Manager, the Finance Director or any officer designated in writing by the City Manager to sign the documents and take the necessary actions to complete the financing. In the case of the IFA, each Chairperson, Vice Chairperson, Executive Director, Deputy Executive Director, Treasurer, or other authorized officer designated in writing by the Executive Director is authorized to sign the documents and take the necessary actions to complete the financing. Senate Bill 450 cost of finance disclosures are attached as an Exhibit A to each of the resolutions.

Key details of the proposed bond offering include:

Issuer
Obligor
Series designation
Leased Asset
Leased Asset Est. Value
Estimated bond pricing date
Estimated bond closing date
Amount available for projects
Interest Payment Dates
Principal Payment Dates
Final Maturity
Debt Service Structure
Optional Redemption
Underwriter
Financial Advisor
Bond Counsel
Disclosure Counsel
Indian Wells Public Finance Authority
City of Indian Wells
Lease Revenue Bonds, Series 2022
City Hall Complex with the improvements
$15,298,706
January 19, 2022
February 10, 2022
$15,000,00
October 1, starting October 1, 2022
April 1, starting April 1, 2023
April 1, 2042 (20 years)
Level annual debt service
Standard Bond Call is 10 years.

UBS Financial Services Inc.

Columbia Capital Management, LLC
Orrick, Herrington & Sutcliffe LLP
Best Best & Krieger LLP
The costs of undertaking this financing will be funded entirely by the proposed bond issue. The proposed Series 2022 Bonds will be rated by Standard and Poor's Corporation and are expected to be sold with a "AA" category bond rating. The proposed term of the bonds is 20 years and the payments are expected to be level. The final interest cost will depend on market interest rates at time of sale. The currently estimated true interest cost is 2.07%. The bond markets have been relatively stable but final bond interest rates may be higher or lower depending on interest rates at time of sale. The bonds are expected to be sold with the standard 10 years of bond call protection and will be redeemable beginning in 2032. Annual bond debt service payments are currently expected to be $938,000.

City of Indian Wells

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File #: RES-002-22 Item #: A.

FISCAL IMPACT:

Below is an explanation of expected Fiscal Impacts on the City General Fund.

Improving City Cash Flow: As originally proposed, the City's General Fund intended to make a series of interfund loans totaling $8.9 million to fund the Renewable Energy Generation Program.

The General Fund was to be eventually reimbursed with other funds as they become available from City developer fees, grants, and other funding sources earmarked for the project long-term. The repayment was expected to largely take ten or more years.

With bond interest rates at close to historical lows, issuing the Series 2022 Bonds to fund the proposed projects eliminates the need for the General Fund advance and interfund borrowing as the bond debt service could be structured to ensure "other" funds revenues would be available to cover Base Rental Payment necessary to cover debt service.

The Council finance committee and City Staff further determined that it was in the City's interest to expand the scope of the projects to be financed to include other pending projects as identified herein.

Maintaining Cash Reserves: In the wake of the pandemic, Indian Wells saw firsthand how maintaining operating and capital reserves served the City well. This proposed financing would preserve City reserves and liquidity while taking advantage of historically low interest rates.

ATTACHMENTS:

1. Resolution

2. Ground Lease

3. Lease Agreement

4. Indenture

5. Bond Purchase Agreement

6. Continuing Disclosure Certificate

7. Preliminary Official Statement
City of Indian Wells

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ATTACHMENT #1
RESOLUTI ON FA NO. 2022-01

A RESOLUTI ON OF THE BOARD OF DI RECTORS OF THE

INDIAN WELLS FINANCING AUTHORITY

AUTHORIZING THE EXECUTI ON AND DELI VERY OF A

GROUND LEASE, A LEASE AGREEMENT, AN

I NDENTURE, AND A BOND PURCHASE AGREEMENT I N

CONNECTION WITH THE ISSUANCE OF INDIAN

WELLS FINANCING AUTHORITY LEASE REVENUE

BONDS (SOLAR AND I N FRASTRUCTU RE PROJECTS) ,
SERI ES 2022, AUTHOR! ZI NG THE I SSUANCE OF SUCH

BONDS I N AN AGGREGATE PRI NCI PAL AMOUNT OF
NOT TO EXCEED $15,500,000, AUTHORIZING THE

DI STRI BUTI ON OF AN OFFI CI AL STATEMENT I N
CONNECT! ON THEREWITH AND AUTHORIZING THE

EXECUTI ON OF NECESSARY DOCUMENTS AND
CERTI Fl CATES AND RELATED ACTI ONS
WHEREAS, the Indian Wells Financing Authority (the "Authority") has been created pursuant to a Joint Exercise of Powers Agreement, dated as of January 16, 2003 (the "Joint Powers Agreement"), between the City of Indian Wells (the "City") and the Redevelopment Agency of the City of Indian Wells;
WHEREAS, the City desires to finance costs of the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City (the "Project");
WHEREAS, the Authority desires to assist the City with such financing; WHEREAS, in order to finance the Project, the City will lease certain real property, and the improvements thereto (the "Property"), to the Authority pursuant to a Ground Lease (such Ground Lease, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Ground Lease");
WHEREAS, the City will sublease the Property back from the Authority pursuant to a Lease Agreement (such Lease Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Lease Agreement");
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WHEREAS, in order to provide the funds necessary to finance the Project, the City and the Authority desire that the Authority issue its Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (the "Bonds"), in an aggregate principal amount not to exceed $15,500,000, payable from the base rental payments (the "Base Rental Payments") to be made by the City pursuant to the Lease Agreement;
WHEREAS, on this date, the City held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 44950 Eldorado Drive Indian Wells, California;
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in The Desert Sun, a newspaper of general circulation in the City;
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Qty, the Authority and U.S. Bank National Association, as trustee (the "Trustee), propose to enter into an Indenture (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Indenture"); WHEREAS, all rights to receive the Base Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to the Indenture; WHEREAS, UBS Financial Services Inc. (the "Underwriter") has presented a proposal, in the form of a Bond Purchase Agreement by and among the Underwriter, the Authority and the Qty, to purchase the Bonds from the Authority (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Agreement");
WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement");
WHEREAS, the City is a member of the Authority and the Project is to be located within the boundaries of the City;
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Ground Lease;
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(b) the Lease Agreement;
(c) the Indenture;
(d) the Purchase Agreement; and
(e) the Preliminary Official Statement;
WHEREAS, the Authority desires to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Bonds;
WHEREAS, Section 5852.1 of the California Government Code (the "Government Code") requires that the Board of Directors of the Authority ("Board of Directors") obtain from an underwriter, financial advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the issuance of the Bonds, good faith estimates of (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds, plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; WHEREAS, in compliance with Government Code Section 5852.1, the Board of Directors has obtained from Columbia Capital Management, LLC, as the City's municipal advisor (the "Municipal Advisor"), the required good faith estimates and such estimates are disclosed and set forth in Exhibit A attached hereto; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided;

NOW, THEREFORE, BE I T RESOLVED BY THE BOARD OF DI RECTORS OF THE I NDI AN WELLS Fl NANCI NG AUTHORITY, AS FOLLOWS:

Section 1. The foregoing recitals are true and correct, and the Board of Directors so finds and determines.

Section 2. The form of the Ground Lease, on file with the Secretary of the Authority (the "Secretary"), is hereby approved. Each of the Chairperson, the Vice Chairperson, the Executive Director, the Deputy Executive Director, the Treasurer or any officer designated in writing by the Executive Director (each, an "Authorized Officer") is 3 4141-5898-1426.4
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hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Ground Lease in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Ground Lease by such Authorized Officer.

Section 3. The form of the Lease Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Lease Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Lease Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of the Bonds payable from the Base Rental Payments in excess of $15,500,000, shall not result in the term of the Lease Agreement terminating later than April 1, 2042 (provided that such term may be extended as provided therein) and shall not result in a true interest cost attributable to the Base Rental Payments exceeding 4.00% per annum.

Section 4. Subject to the provisions of Section 5 hereof, the issuance of the Bonds, in an aggregate principal amount of not to exceed $15,500,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, be and the same is hereby authorized and approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution.

Section 5. The form of the Indenture, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate principal amount of Bonds in excess of $15,500,000, shall not result in a final maturity date of the Bonds later than April 1, 2042 and shall not result in a true interest cost for the Bonds in excess of 4.00%.

Section 6. The form of the Purchase Agreement, on file with the Secretary, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Purchase Agreement in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Purchase Agreement by such Authorized Officer; provided, however, 4 4141-5898-1426.4
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that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount) from the principal amount of the Bonds in excess of 0.50% of the aggregate principal amount of the Bonds.

Section 7. The form of the Preliminary Official Statement, on file with the Secretary, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by said Rule).

Section 8. The preparation and delivery of a final Official Statement (the "Official Statement"), and its use in connection with the offering and sale of the Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute the final Official Statement and any amendment or supplement thereto.

Section 9. The Board of Directors hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Section 10. The officers and agents of the Authority are, and each of them is, hereby authorized and directed, for and in the name of the Authority to do any and all things and to execute and deliver any and all documents which they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution.

Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the issuance and sale of the Bonds or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified.

Section 12. The Secretary shall certify to the adoption of this Resolution and thenceforth and thereafter the same shall be in full force and effect. 5 4141-5898-1426.4
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Section 13. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED by the Indian Wells Financing Authority, at a regular meeting held on the 6th day of January, 2022.

DANA REED
CHAI R
CERTI Fl CATI ON FOR RESOLUTI ON FA NO. 2022-01
I, Angelica Avila, Secretary of the Indian Wells Financing Authority, California, DO HEREBY CERTI FY that the whole number of members of the Board of Directors is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted at a regular meeting of the Indian Wells Financing Authority on the 6th day of January, 2022, by the following vote:

AYES:

NOES:

ATTEST: APPROVED AS TO FORM:

ANGELI CA AVI LA TODD LEI SHMAN

SECRETARY AUTHORITY COUNSEL
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EXHI BIT "A"

GOOD FAITH ESTI MATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by Columbia Capital Management, LLC, the City's municipal advisor (the "Municipal Advisor").

Principal Amount. The Municipal Advisor has informed the Authority that, based on the City's financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $15,300,000 (the "Estimated Principal Amount").

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 2.07%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $247,851.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $15,000,000.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $18,753,025, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

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The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Qty's financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.

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ATTACHMENT #2
OH&S 12/ /21 Draft

TO BE RECORDED FOR THE BENEFIT OF

THE CITY OF INDIAN WELLS, CALIFORNIA
AND WHEN RECORDED RETURN TO:

Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, 32nd Floor
Los Angeles, California 90017
Attention: Laura Gao

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

GROUND LEASE
by and between

CITY OF INDIAN WELLS
and

INDIAN WELLS FINANCING AUTHORITY
Dated as of 1, 2022
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GROUND LEASE
THIS GROUND LEASE (this "Ground Lease"), dated as of 1, 2022, is by and between the CITY OF INDIAN WELLS, a municipal corporation and charter city organized and existing under the laws of the State of California (the "City"), as lessor, and the INDIAN WELLS FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), as lessee.

RECITALS
WHEREAS, the City desires to finance costs of the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City (the "Series 2022 Project"); WHEREAS, the Authority desires to assist the City with such financing; WHEREAS, in order to finance the Series 2022 Project, the City is leasing certain real property, and the improvements thereto (the "Property"), to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City is subleasing the Property back from the Authority pursuant to the Lease Agreement, dated as of the date hereof (the "Lease Agreement"); WHEREAS, the Property is more particularly described in Exhibit A attached hereto; WHEREAS, in order to provide the funds necessary to finance the Series 2022 Project, the Authority is issuing $ aggregate principal amount of its Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (the "Series 2022 Bonds"), payable from the base rental payments to be made by the City pursuant to the Lease Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, capitalized undefined terms used herein shall have the meanings ascribed thereto in the Lease Agreement. 4140-1840-7474.3
386

ARTICLE II
LEASE OF THE PROPERTY; RENTAL
Section 2.01. Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.

Section 2.02. Rental. (a) The Authority shall pay to the City as and for rental of the Property hereunder, the sum of not to exceed $ (the "Ground Lease Payment"). The Ground Lease Payment shall be paid from the proceeds of the Series 2022 Bonds; provided, however, that in the event the available proceeds of the Series 2022 Bonds are not sufficient to enable the Authority to pay such amount in full, the remaining amount of the Ground Lease Payment shall be reduced to an amount equal to the amount of such available proceeds.
(b) The City shall deposit the Ground Lease Payment in one or more separate funds or accounts to be held and administered for the purpose of financing the Project. The Authority and the City hereby find and determine that the amount of the Ground Lease Payment does not exceed the fair market value of the leasehold interest in the Property that is conveyed hereunder by the City to the Authority. No other amounts of rental shall be due and payable by the Authority for the use and occupancy of the Property under this Ground Lease.

ARTICLE III

QUIET ENJOYMENT
The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. Subject to any rights the City may have under the Lease Agreement (in the absence of a Lease Default Event) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City's cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

ARTICLE IV

SPECIAL COVENANTS AND PROVISIONS
Section 4.01. Waste. At all times that the Authority is in possession of the Property, it shall not commit, suffer or permit any waste on the Property, and shall not willfully or knowingly use or permit the use of the Property for any illegal purpose or act.

Section 4.02. Further Assurances and Corrective Instruments. Each of the City and the Authority shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.

Section 4.03. Waiver of Personal Liability. (a) All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint powers authority, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal 2 4140-1840-7474.3
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or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.
(b) All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a city and municipal corporation, and the Authority hereby releases each and every member, officer and employee of the City of and from any personal or individual liability under this Ground Lease.

No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the Authority or to any other party whomsoever for anything done or omitted to be done by the City hereunder.

Section 4.04. Taxes. The City shall pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Property.

Section 4.05. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.

Section 4.06. Representations and Warranties of the City. The City represents and warrants as follows:
(a) the City has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution of this Ground Lease;
(b) except for Permitted Encumbrances, the Property is not subject to any dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the Property for governmental purposes as contemplated by the City; and
(c) all taxes, assessments or impositions of any kind with respect to the Property, except current taxes, have been paid in full.

Section 4.07. Representations and Warranties of the Authority. The Authority represents and warrants that the Authority has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease.

ARTICLE V

RESTRICTIONS ON CITY
Except with respect to Permitted Encumbrances, the City shall not mortgage, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.

ARTICLE VI

IMPROVEMENTS
Title to all improvements made on the Property during the term hereof shall vest in the City. 3 4140-1840-7474.3
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ARTICLE VII
TERM; TERMINATION
Section 7.01. Term. The term of this Ground Lease shall commence as of the date of commencement of the term of the Lease Agreement and shall remain in full force and effect from such date to and including April 1, 20[42], unless such term is extended or sooner terminated as hereinafter provided.

Section 7.02. Extension; Early Termination. If, on April 1, 20[42], the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended more than ten years. If, prior to April 1, 20[42], all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 8.02. Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 8.03. Amendments; Substitution and Release. This Ground Lease may be amended, supplemented or otherwise modified only in accordance with the provisions of the Lease Agreement. The City shall have the right to substitute alternate real property for the Property or to release portions of the Property as provided in the Lease Agreement.

Section 8.04. Assignment. The Authority and City acknowledge that the Authority has assigned and transferred certain of its right, title and interest in and to this Ground Lease to the Trustee pursuant to the Indenture. The City consents to such assignment.

Section 8.05. Section Headings. Headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Ground Lease.

Section 8.06. Governing Laws. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 8.07. Execution in Counterparts. This Ground Lease may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 4 4140-1840-7474.3
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IN WITNESS WHEREOF, the parties hereto have caused this Ground Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first written above.

CITY OF INDIAN WELLS
By:
[ 1
ATTEST:
[ 1
APPROVED AS TO FORM:

INDIAN WELLS FINANCING

AUTHORITY
By:
[ 1
ATTEST:

U
APPROVED AS TO FORM:
[ 1
5 4140-1840-7474.3
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EXHIBIT A

DESCRIPTION OF THE PROPERTY
All of that real property situated in the City of Indian Wells, County of Riverside, State of California, described as follows, and any improvements thereto:

PARCEL A:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND

MERIDIAN, IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 23, AS INDICATED ON MAP OF TRACT NO. 2579, AS SHOWN ON A MAP RECORDED IN BOOK 46, PAGES 93 AND 94 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 0° 10' 10" EAST 580.80 FEET ALONG THE WEST LINE OF SAID SECTION TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ON SAID WEST LINE NORTH 0° 10' 10" EAST 290.40 FEET; THENCE NORTH 89° 50' 15" EAST 150.00 FEET; THENCE SOUTH 0° 10' 10" WEST 290.40 FEET; THENCE SOUTH 89° 50' 15" WEST 150.00 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL B:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND

MERIDIAN, IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 23, AS INDICATED ON MAP OF TRACT NO. 2579, AS SHOWN ON A MAP RECORDED IN BOOK 46, PAGES 93 AND 94

OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE TRUE POINT OF BEGINNING; THENCE NORTH 0° 10' 10" EAST ALONG THE WEST LINE OF SAID SECTION 580.80 FEET; THENCE NORTH 89° 50' 15" EAST 150.00 FEET; THENCE NORTH 0° 10' 10" EAST 290.40 FEET; THENCE NORTH 89° 50' 15" EAST 150.00 FEET; THENCE SOUTH 0° 10' 10" WEST 871.20 FEET TO THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE SOUTH 89° 50' 15" WEST 300.00 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL C:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND

MERIDIAN, IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SECTION 23; THENCE NORTH 89° 43' 06" EAST 300.00 FEET ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0° 02' 19" A-1
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EAST 871.20 FEET PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER; THENCE NORTH 89° 43' 06" EAST 15.00 FEET PARALLEL WITH SAID SOUTH LINE; THENCE SOUTH 0° 02' 19" WEST 871.20 FEET PARALLEL WITH SAID WEST LINE, TO SAID SOUTH LINE; THENCE SOUTH 89° 43' 06" WEST 15.00 FEET ALONG SAID SOUTH LINE TO THE TRUE POINT OF BEGINNING.

APN: 633-150-067
A-2
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
) ss

COUNTY OF RIVERSIDE
On , 2022, before me, , Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature [SEAL]
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STATE OF CALIFORNIA
) ss

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

WITNESS my hand and official seal.

Signature [SEAL]
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CERTIFICATE OF ACCEPTANCE
In accordance with Section 27281 of the California Government Code, this is to certify that the interest in the real property conveyed by the Ground Lease, dated as of 1, 2022, by and between the City of Indian Wells, a municipal corporation and charter city organized and existing under and by virtue of the laws of the State of California (the "City"), and the Indian Wells Financing Authority, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), from the City to the Authority, is hereby accepted by the undersigned on behalf of the Authority pursuant to authority conferred by resolution of the Board of Directors of the Authority adopted on , 2022, and the Authority consents to recordation thereof by its duly authorized officer.

Dated: , 2022

INDIAN WELLS FINANCING

AUTHORITY
By:
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ATTACHMENT #3
OH&S 12/27/21 Draft

LEASE AGREEMENT
by and between

CITY OF INDIAN WELLS
and

INDIAN WELLS FINANCING AUTHORITY
Dated as of 1, 2022
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TABLE OF CONTENTS
Page

ARTICLE I
Section 1.01.

Section 1.02.

ARTICLE II
Section 2.01.

Section 2.02.

DEFINITIONS; RULES OF CONSTRUCTION 1
Definitions 1
Rules of Construction 4
LEASE OF PROPERTY; TERM 4
Lease of Property 4
Occupancy; Term 5
ARTICLE III RENTAL PAYMENTS 5
Section 3.01. Rental Payments 5
Section 3.02. Base Rental Payments 6
Section 3.03. Additional Rental Payments 6
Section 3.04. Fair Rental Value 6
Section 3.05. Payment Provisions 6
Section 3.06. Appropriations Covenant 7
Section 3.07. Rental Abatement 7
Section 3.08. Prepayment 7
ARTICLE IV QUIET ENJOYMENT; MAINTENANCE; ALTERATIONS; LIENS 8 Section 4.01. Quiet Enjoyment 8
Section 4.02. Net -Net -Net Lease 8
Section 4.03. Right of Entry 8
Section 4.04. Maintenance and Utilities 8
Section 4.05. Additions to Property 8
Section 4.06. Installation of City's Equipment 8
Section 4.07. Mechanics', Etc. Liens 9
Section 4.08. Other Liens 9
ARTICLE V INSURANCE; NET PROCEEDS; EMINENT DOMAIN 9
Section 5.01. Public Liability and Property Damage Insurance; Workers' Compensation Insurance 9
Section 5.02. Title Insurance 10
Section 5.03. Additional Insurance Provision; Form of Policies 10 Section 5.04. Self -Insurance 11
Section 5.05. Damage or Destruction 11
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TABLE OF CONTENTS
(continued)
Page
Section 5.06. Net Proceeds of Title Insurance 12
Section 5.07. Eminent Domain 12

ARTICLE VI
Section 6.01.

Section 6.02.

REPRESENTATIONS; COVENANTS
Representations of the City
Representation of the Authority
13 13
13 Section 6.03. Recordation 13
Use of the Property 13
Other Liens 13
Taxes 13
No Liability; Indemnification 14
Further Assurances 14
15 Lease Default Events and Remedies 15
Waiver 17
Section 6.04.

Section 6.05.

Section 6.06.

Section 6.07.

Section 6.08.

ARTICLE VII LEASE DEFAULT EVENTS AND REMEDIES
Section 7.01.

Section 7.02.

ARTICLE VIII
Section 8.01.

Section 8.02.

Section 8.03.

AMENDMENTS; ASSIGNMENT AND SUBLEASING; SUBSTITUTION
OR RELEASE 17
Amendments 17
18 19
ARTICLE IX MISCELLANEOUS 20
Section 9.01.

Section 9.02.

Section 9.03.

Section 9.04.

Section 9.05.

Section 9.06.

Section 9.07.

Assignment and Subleasing
Substitution or Release of the Property

EXHIBIT A DESCRIPTION OF THE PROPERTY

EXHIBIT B DESCRIPTION OF THE PROJECT
ii
Assignment to Trustee 20
Validity and Severability 20
Notices 20
Section Headings 21
Governing Laws 21
Electronic Signature 21
Execution in Counterparts 21
A-1
B-1
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LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease Agreement"), dated as of 1, 2022, is by and between the CITY OF INDIAN WELLS, a municipal corporation and charter city organized and existing under the laws of the State of California (the "City"), as lessee, and the INDIAN WELLS FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), as lessor.

RECITALS
WHEREAS, the City desires to finance costs of the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City (the "Series 2022 Project"); WHEREAS, the Authority desires to assist the City with such financing; WHEREAS, in order to finance the Series 2022 Project, the City is leasing certain real property, and the improvements thereto (the "Property"), to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City is subleasing the Property back from the Authority pursuant to this Lease Agreement;
WHEREAS, the Property is more particularly described in Exhibit A attached hereto; WHEREAS, in order to provide the funds necessary to finance the Series 2022 Project, the Authority is issuing $ aggregate principal amount of its Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (the "Series 2022 Bonds"), payable from the base rental payments to be made by the City pursuant to the Lease Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined.

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. "Additional Rental Payments" means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.03 hereof.
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"Authority" means the Indian Wells Financing Authority, a joint powers authority organized and existing under the laws of the State, and any successor thereto. "Authorized Representative" means (a) with respect to the Authority, the Chairperson, the Vice Chairperson, the Executive Director, the Deputy Executive Director and the Treasurer of the Authority, and any other Person designated as an Authorized Representative of the Authority in a Written Certificate of the Authority filed with the Trustee, and (b) with respect to the City, the Mayor, the Mayor Pro Tem, the City Manager, the Deputy City Manager, the Treasurer, and the Finance Director of the City, and any other Person designated as an Authorized Representative of the City in a Written Certificate of the City filed with the Trustee.
"Base Rental Payments" means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.02 hereof.
"Bonds" means the Series 2022 Bonds and any Additional Bonds. "City" means the City of Indian Wells, a municipal corporation and charter city organized and existing under the laws of the State, and any successor thereto. "Code" means the Internal Revenue Code of 1986.
"Closing Date" means, with respect to the Series 2022 Bonds, , 2022. "Fair Rental Value" means, with respect to the Property, the annual fair rental value thereof. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official fiscal year period of the City.
"Ground Lease" means the Ground Lease, dated as of 1, 2022, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and hereof.
"Indenture" means the Indenture, dated as of 1, 2022, by and among the Authority, the City and U.S. Bank National Association, as Trustee, as originally executed and as it may be amended or supplemented from time to time in accordance with the provisions thereof. "Interest Payment Dates" means April 1 and October 1 of each year, commencing 1, 20 "Lease Agreement" means this Lease Agreement, dated as of 1, 2022, by and between the City and the Authority, as the same may be amended or supplemented pursuant to the provisions hereof. "Lease Default Event" means any event or circumstance specified in Section 7.01 hereof as a Lease Default Event.
"Net Proceeds" means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof.
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"Opinion of Bond Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority and satisfactory to and approved by the Trustee.
"Outstanding" has the meaning ascribed to such term in the Indenture. "Permitted Encumbrances" means with respect to the Property, as of any particular time (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or that the City may, pursuant to provisions of Section 6.06 hereof, permit to remain unpaid, (b) this Lease Agreement, (c) the Ground Lease, (d) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City, (e) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions that exist of record as of the Closing Date, (f) any license with respect to the use of, or lease agreement for, the solar equipment and footprint thereof as may be entered into by the City in support of a loan by the State of California Energy Commission that the City certifies in writing does not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture; and (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Closing Date that the City certifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture.
"Project" means the Series 2022 Project as described in Exhibit B hereto, a portion of the costs of which are to be financed with proceeds of the Series 2022 Bonds and, as the context suggests, such other projects the costs of which are to be financed with proceeds of the Bonds. "Property" means the real property described in Exhibit A hereto and any improvements thereto. "Rental Payments" means, collectively, the Base Rental Payments and the Additional Rental Payments.
"Rental Period" means the period from the Closing Date through March 31, 2022 and, thereafter, the twelve-month period commencing on April 1 of each year during the term of this Lease Agreement. "Scheduled Termination Date" means April 1, 20[42].
"Series 2022 Bonds" means the Indian Wells Financing Authority Lease Revenue Refunding Bonds (Solar Energy Project), Series 2022, issued under the Indenture. "Series 2022 Project" means costs of the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City, as described in Exhibit B hereto, a portion of the costs of which are to be financed with proceeds of the Series 2022 Bonds.
"State" means the State of California.
"Trustee" means U.S. Bank National Association, as trustee under the Indenture, or any successor thereto as trustee thereunder substituted in its place as provided therein. 3 4161-9544-7346.3
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"Written Certificate" and "Written Request" of the City mean, respectively, a written certificate or written request signed in the name of the City by an Authorized Representative of the City. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02. Rules of Construction. (a) The terms defined herein expressed in the singular shall, unless the context otherwise indicates, include the plural and vice versa. (b) The use herein of the masculine, feminine or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine or neuter gender, as appropriate.
(c) References herein to a document shall include all amendments, supplements or other modifications to such document, and any replacements, substitutions or novation of, that document. (d) Any term defined herein by reference to another document shall continue to have the meaning ascribed thereto whether or not such other document remains in effect. (e) The use herein of the words "including" and "includes," and words of similar import, shall be deemed to be followed by the phrase "without limitation." (f) Headings of Articles and Sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(g) All references herein to designated "Articles," "Sections," "Exhibits," "subsections," "paragraphs," "clauses," and other subdivisions are to the designated Articles, Sections, Exhibits, subsections, paragraphs, clauses, and other subdivisions of this Lease Agreement. (h) The words "hereof" (except when preceded by a specific Section or Article reference) "herein," "hereby," "hereunder," "hereinabove," "hereinafter," and other equivalent words and phrases used herein refer to this Indenture and not solely to the particular portion hereof in which any such word is used.

ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01. Lease of Property. (a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property, on the terms and conditions hereinafter set forth, and subject to all Permitted Encumbrances.
(b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not effect or result in a merger of the City's leasehold estate in the Property as lessee under this Lease Agreement and its leasehold or fee estate, as applicable, in the Property as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof. This Lease Agreement shall constitute a sublease with respect to the Property. The leasehold interest in the Property granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an 4 4161-9544-7346.3
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assignment or surrender of the leasehold interest in the Property granted to the Authority under the Ground Lease.

Section 2.02. Occupancy; Term. (a) The City shall take possession of the Property on the Closing Date.
(b) The term of this Lease Agreement shall commence on the Closing Date and shall end on the Scheduled Termination Date, unless such term is extended or sooner terminated as hereinafter provided. (c) If all of the Property shall be taken under the power of eminent domain, and the City does not elect to cause alternate real property to be substituted for all or a portion of the Property pursuant to, and in accordance with the provisions of, Section 8.03 hereof, as provided in clause (i) of Section 5.07(c) hereof but, rather, elects to deliver or cause to be delivered any award made in eminent domain proceedings for such taking to the Trustee for the application to the redemption, pursuant to Section 4.01 of the Indenture, of all or a portion of the Outstanding Bonds, as provided in clause (ii) of Section 5.07(c) hereof, then, on the date that possession thereof shall be so taken, the term of this Lease Agreement shall terminate. (d) If, prior to the Scheduled Termination Date, all Bonds shall be fully paid, or deemed paid in accordance with Article X of the Indenture, then, on the date of such payment or deemed payment, the term of this Lease Agreement shall terminate.
(e) If on the Scheduled Termination Date, the Rental Payments payable hereunder shall have been abated at any time and for any reason, then the term of this Lease Agreement shall be extended until the date upon which all such Rental Payments shall have been paid in full, except that the term of this Lease Agreement shall in no event be extended more than ten years beyond the Scheduled Termination Date. (f) Upon the termination of the term of this Lease Agreement (other than as provided in Section 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City. Upon any such termination or expiration, the Authority and the Trustee shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

ARTICLE III

RENTAL PAYMENTS
Section 3.01. Rental Payments. (a) Rental Payments, consisting of Base Rental Payments and Additional Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid. (b) The obligation of the City to make the Rental Payments, including the Base Rental Payments, does not constitute a debt of the City or of the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation.
(c) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement, as so extended. 5 4161-9544-7346.3
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Section 3.02. Base Rental Payments. (a) The City, subject to the provisions of Section 3.07 hereof, shall pay Base Rental Payments to the Authority. The Base Rental Payments shall be due and payable no later than the [fifth Business Day next preceding each] Interest Payment Date (the "Base Rental Deposit Date") on which such Base Rental Payment is due in an amount equal to the principal, if any, of and interest on the Bonds due and payable on such Interest Payment Date[, including principal due and payable by reason of mandatory sinking fund redemption of the Bonds]. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the Base Rental Payments shall be established so that the Base Rental Payment payable on each Base Rental Deposit Date after the Scheduled Termination Date shall be equal to the principal, if any, of and interest on the Bonds remaining due and payable on such Base Rental Deposit Date; provided, however, that the Rental Payments payable in any Rental Period shall not exceed the annual fair rental value of the Property.

Section 3.03. Additional Rental Payments. (a) The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(i) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein; (ii) insurance premiums for all insurance required pursuant to Article V hereof; and (iii) all other payments not constituting Base Rental Payments required to be paid by the City pursuant to the provisions of this Lease Agreement. (b) Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.

Section 3.04. Fair Rental Value. The parties hereto have agreed and determined that the Fair Rental Value of the Property is not less than $ as of the Closing Date. In making such determinations of Fair Rental Value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom that will accrue to the City and the general public.

Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period.

Section 3,05. Payment Provisions. Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the Principal Office of the Trustee, or such other place or entity as the Authority shall designate.

Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date on which such Base Rental Payment is due. Any Base Rental Payment that shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid a rate equal to the highest rate of interest on any of the Outstanding Bonds. Notwithstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refunded at the time of such determination. 6 4161-9544-7346.3
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Section 3.0+6. Appropriations Covenant. The City shall take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City.

Section 3.07. Rental Abatement. (a) Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City's right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Lease Agreement by virtue of any such interference, and this Lease Agreement shall continue in full force and effect. The City and the Authority shall, in a reasonable manner and in good faith, determine the amount of such abatement; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall provide the Trustee with a certificate setting forth the amount of abatement and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed.
(b) Notwithstanding the foregoing, to the extent that Net Proceeds of rental interruption insurance are available for the payment of Rental Payments, Rental Payments shall not be abated as provided in subsection (a) of this Section but, rather, shall be payable by the City as a special obligation payable solely from such Net Proceeds.

Section 3.08. Prepayment. (a) The City may cause all or a portion of the Bonds to be optionally redeemed pursuant to Section 4.02 of the Indenture by prepaying on any date on or after April 1, 20 , all or a portion of the Base Rental Payments from any source of available funds, which prepayment shall be accomplished by the City's paying an amount sufficient to cause such Bonds to be redeemed pursuant to Section 4.02 of the Indenture on such prepayment date.
(b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
(c) If less than all of the Base Rental Payments are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of the Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
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(d) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section, or deposit pursuant to subsection (b) of this Section, the term of this Lease Agreement shall be terminated. (e) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than 45 days prior to the prepayment date, unless such notice shall be waived by the Authority and the Trustee.

ARTICLE IV
QUIET ENJOYMENT; MAINTENANCE; ALTERATIONS; LIENS
Section 4.01. Quiet Enjoyment. The Authority hereby covenants and agrees that it will not take any action to prevent the City, so long as the City is keeping and performing the covenants and agreements herein contained, from having quiet and peaceable possession and enjoyment of the Property during the term hereof.

Section 4.02. Net -Net -Net Lease. This Lease Agreement shall be deemed and construed to be a "net -net -net lease" and the City hereby agrees that the Rental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 4.03. Right of Entry. The Authority shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority's rights or obligations under this Lease Agreement, and for all other lawful purposes.

Section 4.04. Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.Additions to Property. Subject to Section 4.07 hereof, the City and any sublessee shall, at its own expense, have the right to make additions, modifications and improvements to the Property. To the extent that the removal of such additions, modifications or improvements would not cause material damage to the Property, such additions, modifications and improvements shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. Such additions, modifications and improvements shall not in any way damage the Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value that is at least equal to the value of the Property immediately prior to the making of such additions, modifications and improvements.

Section 4.06. Installation of City's Equipment. The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The 8 4161-9544-7346.3
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City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items; and the Property, upon completion of any installations, modifications or removals made pursuant to this Section, shall be of a value that is at least equal to the value of the Property immediately prior to the making of such installations, modifications or removals. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor's lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.

Section 4.07. Mechanics', Etc. Liens. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and that may be secured by a mechanics', materialmen's or other lien against the Property or the Authority's interest therein, and shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contest is in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 4.08. Other Liens. The City shall keep the Property and all parts thereof free from judgments and materialmen's and mechanics' liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability that materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days' written notice to comply therewith and failure of the City to so comply within such ten-day period) may defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its obligation hereunder to perform such agreements and covenants. The Trustee shall have no liability with respect to any determination made in good faith to proceed or decline to defend, pay or compromise any such claim or demand.

ARTICLE V
INSURANCE; NET PROCEEDS; EMINENT DOMAIN
Section 5.01. Public Liability and Property Damage Insurance; Workers' Compensation Insurance. (a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard comprehensive general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of 9 4161-9544-7346.3
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$3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City. The Net Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Proceeds of such insurance shall have been paid. The City's obligations under this subsection may be satisfied by self-insurance, provided that such self-insurance complies with the provisions of Section 5.04 hereof.
(b) The City shall maintain or cause to be maintained casualty insurance insuring the Property against fire, lightning and all other risks covered by an extended coverage endorsement (excluding earthquake and flood) to the full insurable value of the Property, subject to a $100,000 loss deductible provision. [Full insurable value shall not be less than the aggregate principal amount of the Outstanding Bonds. The Net Proceeds of such casualty insurance shall be applied as provided in Section 5.05 hereof.

The City's obligations under this subsection may be satisfied by self-insurance, provided that such self- insurance complies with the provisions of Section 5.04 hereof.] OR [Full insurable value shall not be less than the aggregate principal amount of the Outstanding Bonds. Such coverage may be provided in the form of a policy insuring the Property and additional property owned by the City against such risks; provided, however, that the amount of the coverage provided pursuant to such policy may be less than the aggregate amount of the full insurable value of all properties insured thereby if the City provides to the Trustee a written evaluation of a qualified insurance consultant that the City's coverage is reasonable given the maximum foreseeable loss in the event of fire, lightning and all other risks covered by an extended coverage endorsement (excluding earthquake and flood), the nature of such risks insured and the proximity of the insured properties to each other. The Net Proceeds of such casualty insurance shall be applied as provided in Section 5.05 hereof. The City's obligations under this subsection may be satisfied by self-insurance, provided that such self-insurance complies with the provisions of Section 5.04 hereof.] (c) The City shall maintain rental interruption insurance to cover the Authority's loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (b) of this Section in an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. The Net Proceeds of such rental interruption insurance shall be applied to the payment of Rental Payments during the period in which, as a result of the damage or destruction to the Property that resulted in the receipt of such Net Proceeds, there is substantial interference with the City's right to the use or occupancy of the Property. The City's obligations under this subsection may not be satisfied by self-insurance.
(d) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of the City's professionally qualified risk manager or an independent insurance consultant, to be adequate for the purposes hereof.

Section 5.02. Title Insurance. The City shall provide, on the Closing Date, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the aggregate principal amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the Property (b) the Authority's ground leasehold estate in the Property under the Ground Lease, and (c) the City's leasehold estate hereunder in the Property, subject only to Permitted Encumbrances; provided, however, that one or more of said estates may be insured through an endorsement to such policy or policies. The Net Proceeds of such title insurance shall be applied as provided as provided in Section 5.06 hereof.

Section 5.03. Additional Insurance Provision; Form of Policies. (a) The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof, and shall promptly furnish or cause to be furnished evidence of such payments to the Trustee. All such policies 10 4161-9544-7346.3
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shall contain a standard lessee clause in favor of the Trustee and the general liability insurance policies shall be endorsed to show the Trustee, as an additional insured. All such policies shall provide that the Trustee shall be given 30 days' notice of the expiration thereof, any intended cancellation thereof or any reduction in the coverage provided thereby. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the City. (b) The City shall cause to be delivered to the Trustee, on or before [August 15 of each year, commencing August 15, 2022], a schedule of the insurance policies being maintained in accordance herewith and a Written Certificate of the City stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Written Certificate of the City as to the City's compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.

Section 5.04. Self -Insurance. Any self-insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self-insurance program shall be approved in writing by the City's professionally [certified][qualified] risk manager or by an independent insurance consultant; (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self -insured claim shall be paid, the adequacy of each such fund shall be evaluated on a bi-annual basis by the City's professionally [certified] [qualified] risk manager or by an independent insurance consultant and any deficiencies in any self -insured claims reserve fund shall be remedied in accordance with the recommendation of the City's professionally [certified][qualified] risk manager or such independent insurance consultant, as applicable; and (c) in the event the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by the City's professionally [certified][qualified] risk manager or by an independent insurance consultant, shall be maintained.

Section 5.05. Damage or Destruction. (a) If the Property or any portion thereof shall be damaged or destroyed, the City shall, within 30 days of the occurrence of the event of damage or destruction, notify the Trustee in writing of the City's determination as to whether or not such damage or destruction will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof. (b) If the City determines that such damage or destruction will not result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof. (c) If the City determines that such damage or destruction will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, then the City shall (i) apply sufficient funds from the Net Proceeds of any insurance (other than Net Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of such damage or destruction and other legally available funds to the repair or replacement of the Property or the portions thereof that have been damaged or destroyed to the condition that existed prior to such damage or destruction, provided that, within 40 days of the occurrence of the event of damage or destruction, the City delivers to the Trustee a Written Certificate of the City (A) certifying that the City has sufficient funds to so complete such repair or replacement of the Property or such portions thereof and identifying such funds and the location thereof, and (B) stating that 11 4161-9544-7346.3
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such funds will not be used for any other purpose until such repair or replacement is completed, (ii) within 60 days of the occurrence of the event of damage or destruction, cause alternate real property to be substituted for all or a portion of the Property pursuant to, and in accordance with the provisions of, Section 8.03 hereof, or (iii) within 60 days of the occurrence of the event of damage or destruction, deliver sufficient funds from such Net Proceeds and other legally available funds to the Trustee for the application to the redemption, pursuant to Section 4.01 of the Indenture (A) of all of the Outstanding Bonds, or (B) of such portion of the Outstanding Bonds as shall result in (I) the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, as certified in a Written Certificate of the City delivered to the Trustee, being at least equal to 105% of the maximum amount of the principal (including principal due and payable by reason of mandatory sinking fund redemption of such Bonds) of and interest on the Bonds coming due in the then current Rental Period or any subsequent Rental Period, and (II) the fair replacement value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, as certified in a Written Certificate of the City delivered to the Trustee, being at least equal to the aggregate principal amount of the Bonds then Outstanding.

Section 5.06. Net Proceeds of Title Insurance. (a) If a defect in title to the Property results in the creation of a right to receive Net Proceeds under any policy of title insurance with respect to the Property or any portion thereof, the City shall, within 30 days of the creation of such right, notify the Trustee in writing of the City's determination as to whether or not such title defect will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof. (b) If the City determines that such title defect will not result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, such Net Proceeds shall be remitted to the City and used for any lawful purpose thereof.
(c) If the City determines that such title defect will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, then the City shall (i) within 60 days of the creation of such right to receive such Net Proceeds, cause alternate real property to be substituted for all or a portion of the Property pursuant to, and in accordance with the provisions of, Section 8.03 hereof, or (ii) immediately upon receipt thereof, deliver or cause to be delivered such Net Proceeds to the Trustee for the application to the redemption, pursuant to Section 4.01 of the Indenture, of all or a portion of the Outstanding Bonds.

Section 5.07. Eminent Domain. (a) If all or a portion of the Property shall be taken under the power of eminent domain, the City shall, no later than 45 days prior to the day that possession thereof shall be so taken, notify the Trustee in writing of the City's determination as to whether or not such taking will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof. (b) If the City determines that such taking will not result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, any award made in eminent domain proceedings for such taking shall be remitted to the City and used for any lawful purpose thereof. (c) If the City determines that such taking will result in a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments pursuant to Section 3.07 hereof, then the City shall (i) no later than 60 days prior to the day that possession thereof shall be so taken, cause alternate real property to be substituted for all or a portion of the Property 12 4161-9544-7346.3
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pursuant to, and in accordance with the provisions of, Section 8.03 hereof, or (ii) immediately upon receipt thereof, deliver or cause to be delivered any award made in eminent domain proceedings for such taking to the Trustee for the application to the redemption, pursuant to Section 4.01 of the Indenture, of all or a portion of the Outstanding Bonds.

ARTICLE VI
REPRESENTATIONS; COVENANTS
Section 6.01. Representations of the City. The City represents and warrants (a) that the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Lease Agreement, and (b) the Property will be used in the performance of essential governmental functions.

Section 6.02. Representation of the Authority. The Authority represents and warrants that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement and the Indenture.

Section 6.03. Recordation. The City shall record, or cause to be recorded, with the Riverside County Recorder, the Lease Agreement and the Ground Lease, or memoranda thereof, and a memorandum of the assignment of the City's right, title and interest in and to the Ground Lease and the Lease Agreement pursuant to Section 5.01 of the Indenture.

Section 6.04. Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement.

Section 6.05. Other Liens. The City shall keep the Property and all parts thereof free from judgments and materialmen's and mechanics' liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability that materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days' written notice to comply therewith and failure of the City to so comply within such ten-day period) may defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its obligation hereunder to perform such agreements and covenants. The Trustee shall have no liability with respect to any determination made in good faith to proceed or decline to defend, pay or compromise any such claim or demand.

Section 6.06. Taxes. (a) The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such 13 4161-9544-7346.3
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installments as are required to be paid during the term of this Lease Agreement as and when the same become due.
(b) After giving notice to the Authority and the Trustee, the City or any sublessee may, at the City's or such sublessee's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss that may result from nonpayment, in form satisfactory to the Authority.

Section 6.07. No Liability; Indemnification. (a) The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of Person arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (i) any condition of the Property and the adjoining sidewalks and passageways, (ii) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (iii) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (iv) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer or employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof. (b) In no event shall the Authority be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City's use of the Property.

Section 6.08. Further Assurances. The City shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Lease Agreement and for the better assuring and confirming unto the Authority of the rights and benefits provided in this Lease Agreement. 14 4161-9544-7346.3
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ARTICLE VII

LEASE DEFAULT EVENTS AND REMEDIES
Section 7.01. Lease Default Events and Remedies. (a) If (i) the City shall fail (A) to pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the City, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee, the Authority, or the Owners of not less than 5% of the aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute a Lease Default Event hereunder if corrective action is instituted by the City within such 30 day period and the City shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee, such period of time shall not exceed 180 days, (ii) except as otherwise provided in Article VIII hereof, the City's interest in this Lease Agreement or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, (iii) the City or the Authority shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute, or (iv) the City shall fail to observe and perform any of the covenants, agreements or conditions on its part in the Indenture contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee, the Authority or the Owners of not less than 5% of the aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute a Lease Default Event hereunder if corrective action is instituted by the City within such 30 day period and the City shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee, such period of time shall not exceed 180 days, such failure or event shall constitute a Lease Default Event under this Lease Agreement. (b) Upon the occurrence of any Lease Default Event hereunder, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(i) To terminate this Lease Agreement in the manner hereinafter provided on account of such Lease Default Event, notwithstanding any re-entry or re -letting of the Property as hereinafter provided for in subparagraph (ii) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of such Lease Default Event, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained.

Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority's interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of a Lease Default Event hereunder shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election 15 4161-9544-7346.3
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on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice.
(ii) Without terminating this Lease Agreement, (A) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (B) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (i) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re - let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re -let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re-enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney -in -fact of the City to re -let the Property, or any part thereof, from time to time, either in the Authority's name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re -letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re -let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re -letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re -letting is made or the terms and conditions of such re -letting, or otherwise, but that, on the contrary, upon the occurrence of a Lease Default Event hereunder, the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (i) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re -letting immediately upon notice to the City of the completion and installation of such additions or alterations.

The City hereby waives any and all claims for damages caused or that may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property. (c) In addition to the other remedies set forth in this Section, upon the occurrence of a Lease Default Event hereunder, the Authority shall be entitled to proceed to protect and enforce the rights vested in the Authority by this Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its board, officers or employees shall be enforceable by the Authority by mandamus or 16 4161-9544-7346.3
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other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its board, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things that may be unlawful or in violation of the rights of the Authority. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority's rights against the City (and its board, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.
(d) Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges. The term "re -let" or "re -letting" as used in this Section shall include, but not be limited to, re -letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. (e) In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney's fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.
(f) Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default by the City hereunder, a Lease Default Event hereunder or otherwise to accelerate Rental Payments.
(g) Notwithstanding anything herein to the contrary, the termination of this Lease Agreement by the Authority on account of a Lease Default Event hereunder shall not effect or result in a termination of the lease of the Property by the City to the Authority pursuant to the Ground Lease.

Section 7.02. Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice that may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.

ARTICLE VIII
AMENDMENTS; ASSIGNMENT AND SUBLEASING;

SUBSTITUTION OR RELEASE
Section 8.01. Amendments. (a) This Lease Agreement and the Ground Lease, and the rights and obligations of the Authority and the City hereunder and thereunder, may be amended at any time by an 17 4161-9544-7346.3
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amendment hereto or thereto, which shall become binding upon execution by the City and the Authority, but only with the prior written consent of the Owners of a majority of the aggregate principal amount the Bonds then Outstanding, provided that no such amendment shall (i) extend the payment date of any Base Rental Payment or reduce any Base Rental Payment, without the prior written consent of the Owner of each Bond so affected, or (ii) reduce the percentage of the aggregate principal amount the Bonds, the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease, without the prior written consent of the Owners of all the Bonds then Outstanding. (b) This Lease Agreement and the Ground Lease, and the rights and obligations of the City and the Authority hereunder and thereunder, may also be amended at any time by an amendment hereto or thereto, which shall become binding upon execution by the City and the Authority, without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder that the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and that shall not materially adversely affect the rights or interests of the Owners;
(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of interest on Tax -Exempt Bonds or maintain any federal interest subsidies expected to be received with respect to any Bonds; or
(iv) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Section 2.10 and Section 2.11 of the Indenture; (v) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Section 8.03 hereof; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and that shall not materially adversely affect the interests of the Owners.

Section 8.02. Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned or transferred by the City by voluntary act or by operation of law or otherwise; provided, however, that the Property may be subleased in whole or in part by the City, provided that any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; 18 4161-9544-7346.3
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(b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement, including, the right to re-enter and re -let the Property or terminate this Lease Agreement upon a Lease Default Event hereunder; and
(d) the City shall furnish the Authority and the Trustee with an Opinion of Bond Counsel to the effect that such sublease will not, in and of itself, cause the interest on Tax -Exempt Bonds to be included in gross income for federal income tax purposes.

Section 8.03. Substitution or Release of the Property. The City shall have the right to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement. All costs and expenses incurred in connection with such substitution or release shall be borne by the City. Notwithstanding any substitution or release pursuant to this Section, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution or release. Any such substitution or release of any portion of the Property shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution or release:
(a) the City shall have provided the Trustee with a Written Certificate of the City certifying that the Property, as constituted after such substitution or release (i) has an annual fair rental value greater than or equal to 105% of the maximum amount of the principal of and interest on the Bonds coming due in the then current Rental Period or any subsequent Rental Period, including principal due and payable by reason of mandatory sinking fund redemption of such Bonds), (ii) has a fair replacement value at least equal to the aggregate principal amount of the Bonds then Outstanding, and (iii) has a useful life equal to or greater than the useful life of the Property, as constituted prior to such substitution or release; (b) the City shall have obtained or caused to be obtained an CLTA or ALTA title insurance policy or policies with respect to any substituted property in the amount of the fair market value of such substituted property (which fair market value shall have been determined by the City), of the type and with the endorsements described in Section 5.02 hereof; (c) the City shall have certified to the Trustee that the substituted real property is of approximately the same degree of essentiality to the City as the portion of the Property for which it is being substituted;
(d) the City shall have provided the Trustee with an Opinion of Bond Counsel to the effect that such substitution or release will not, in and of itself, cause the interest on Tax -Exempt Bonds to be included in gross income for federal income tax purposes; and (e) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Riverside County Recorder, any document necessary to reconvey to the City the portion of the Property being substituted or released and to include any substituted real property in the description of the Property contained herein and in the Ground Lease. 19 4161-9544-7346.3
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ARTICLE IX

MISCELLANEOUS
Section 9.01. Assignment to Trustee. The City understands and agrees that, upon the execution and delivery of the Indenture (which is occurring simultaneously with the execution and delivery hereof), certain right, title and interest of the Authority in and to this Lease Agreement will be sold, assigned and transferred to the Trustee for the benefit of the Owners of the Bonds. The City hereby consents to such sale, assignment and transfer. Upon the execution and delivery of the Indenture, references in the operative provisions hereof to the Authority shall be deemed to be references to the Trustee, as assignee of the Authority.

Section 9.02. Validity and Severability. If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof, then and in such event this Lease Agreement is and shall be deemed to be a lease agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 9.03. Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City:

If to the Authority:

If to the Trustee:

City of Indian Wells
44-950 Eldorado Drive
Indian Wells, California 92210
Phone: 760-346-2489
Attention: Finance Director
Indian Wells Public Financing Authority
c/o City of Indian Wells
44-950 Eldorado Drive
Indian Wells, California 92210
Phone: 760-346-2489
Attention: Finance Director
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by telecopier, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if 20 4161-9544-7346.3
418

given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or (d) if given by any other means, upon delivery at the address specified in this Section.

Section 9.04. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 9.05. Governing Laws. This Lease Agreement shall be governed by and construed in accordance with the laws of the State.

Section 9.06. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Lease Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such parry's intent, that if such party signs this Lease Agreement using an electronic signature, it is signing, adopting, and accepting this Lease Agreement and that signing this Lease Agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Lease Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Lease Agreement in a usable format.

Section 9.07. Execution in Counterparts. This Lease Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 21 4161-9544-7346.3
419

IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first written above.

CITY OF INDIAN WELLS
By:
[1
ATTEST:
[ 1
APPROVED AS TO FORM:

I. 1

INDIAN WELLS FINANCING

AUTHORITY
By:
[ 1
ATTEST:
[ 1
APPROVED AS TO FORM:
[ 1
22 4161-9544-7346.3
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EXHIBIT A

DESCRIPTION OF THE PROPERTY
All of that real property situated in the City of Indian Wells, County of Riverside, State of California, described as follows, and any improvements thereto:

PARCEL A:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN,

IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL B:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN,

IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 23, AS INDICATED ON MAP OF TRACT NO. 2579, AS SHOWN ON A MAP RECORDED IN BOOK 46, PAGES 93 AND 94 OF

MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE TRUE POINT OF BEGINNING; THENCE NORTH 0° 10' 10" EAST ALONG THE WEST LINE OF SAID SECTION 580.80 FEET; THENCE NORTH 89° 50' 15" EAST 150.00 FEET; THENCE NORTH 0° 10' 10" EAST 290.40 FEET; THENCE NORTH 89° 50' 15" EAST 150.00 FEET; THENCE SOUTH 0° 10' 10" WEST 871.20 FEET TO THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE SOUTH 89° 50' 15" WEST 300.00 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL C:

THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN,

IN THE CITY OF INDIAN WELLS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER; THENCE NORTH 89° 43' 06" EAST 15.00 FEET PARALLEL WITH SAID SOUTH LINE; THENCE SOUTH 0° 02' 19" WEST 871.20 FEET PARALLEL WITH SAID WEST LINE, TO SAID SOUTH LINE; THENCE SOUTH 89° 43' 06" WEST 15.00 FEET ALONG SAID SOUTH LINE TO THE TRUE POINT OF BEGINNING.

APN: 633-150-067
2 4161-9544-7346.3
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EXHIBIT B

DESCRIPTION OF THE PROJECT
The acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City.

B-1
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ATTACHMENT #4
OH&S 12/27/21 Draft

INDENTURE
by and among

INDIAN WELLS FINANCING AUTHORITY
and

CITY OF INDIAN WELLS
and
U.S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE
Dated as of 1, 2022
Relating to
Indian Wells Financing Authority
Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 4157-1998-5458.3
424

TABLE OF CONTENTS
Page

ARTICLE I
Section 1
Section 1
Section 1

ARTICLE II
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2
Section 2

ARTICLE III
DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY 2
.01. Definitions 2
.02. Rules of Construction 9
.03. Equal Security 9
THE BONDS 10
.01. Authorization of Bonds 10
.02. Terms of Series 2022 Bonds 10
.03. Execution of Bonds 12
.04. Authentication of Bonds 12
.05. Registration Books 12
.06. Transfer and Exchange of Bonds 12
.07. Book -Entry System 12
.08. Conditions for the Issuance of Additional Bonds 14 .09. Temporary Bonds 15
.10. Conditions for the Issuance of Additional Bonds 15 .11. Procedure for the Issuance of Additional Bonds 16
DELIVERY OF BONDS; APPLICATION OF AMOUNTS 18
Section 3.01.

Section 3.02.

Section 3.03.

Section 3.04.

Issuance of Series 2022 Bonds 18
Issuance of Series 2022 Bonds; Application of Proceeds 18 Costs of Issuance Fund 18
Project Fund 18
ARTICLE IV REDEMPTION OF BONDS 19
Section 4.01. Extraordinary Redemption 19
Section 4.02. Optional Redemption 19
Section 4.03. Mandatory Sinking Fund Redemption 19
Section 4.04. Notice of Redemption 21
Section 4.05. Selection of Bonds for Redemption 21
Section 4.06. Partial Redemption of Bonds 21
Section 4.07. Effect of Notice of Redemption 21
ARTICLE V PLEDGE AND ASSIGNMENT; FUNDS AND ACCOUNTS 22
Section 5.01. Pledge and Assignment 22
Section 5.02. Payment Fund 22
Section 5.03. Redemption Fund 23
Section 5.04. Reserve Fund 23
Section 5.05. Rebate Fund 25
Section 5.06. Investments 25
i
4157-1998-5458.3
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TABLE OF CONTENTS
(continued)
Page
ARTICLE VI NET PROCEEDS AND TITLE INSURANCE; COVENANTS 26 Section 6.01. Application of Net Proceeds 26
Section 6.02. Title Insurance 27
Section 6.03. Punctual Payment 28
Section 6.04. Compliance with Indenture 28
Section 6.05. Compliance with Ground Lease and Lease Agreement 28 Section 6.06. Observance of Laws and Regulations 28
Section 6.07. Other Liens 28
Section 6.08. Prosecution and Defense of Suits 29
Section 6.09. Recordation 29
Section 6.10. Tax Covenants 29
Section 6.11. Continuing Disclosure 29
Section 6.12. Notifications Required by the Act 30
Section 6.13. Further Assurances 30
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES 30
Section 7.01. Events of Default 30
Section 7.02. Action on Default 31
Section 7.03. Other Remedies 31
Section 7.04. Remedies Not Exclusive 31
Section 7.05. Application of Amounts After Default 31
Section 7.06. Power of Trustee to Enforce 32
Section 7.07. Owners' Direction of Proceedings 32
Section 7.08. Limitation on Owners' Right to Sue 32
Section 7.09. Termination of Proceedings 32
Section 7.10. No Waiver of Default 33
ARTICLE VIII THE TRUSTEE 33
Section 8.01. Duties and Liabilities of Trustee 33
Section 8.02. Qualifications; Removal and Resignation; Successors 33 Section 8.03. Liability of Trustee 34
Section 8.04. Right to Rely on Documents and Opinions 36 Section 8.05. Accounting Records and Financial Statements 37 Section 8.06. Preservation and Inspection of Documents 37 Section 8.07. Compensation and Indemnification of the Trustee 37 ARTICLE IX SUPPLEMENTAL INDENTURES 38
Section 9.01. Supplemental Indentures 38
Section 9.02. Effect of Supplemental Indenture 39
Section 9.03. Endorsement of Bonds; Preparation of New Bonds 39 ii
4157-1998-5458.3
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TABLE OF CONTENTS
(continued)
Page
Section 9.04. Amendment of Particular Bonds

ARTICLE X
Section
Section
Section

ARTICLE XI
Section 11.01.

Section 11.02.

Section 11.03.

Section 11.04.

Section 11.05.

Section 11.06.

Section 11.07.

Section 11.08.

Section 11.09.

Section 11.10.

Section 11.11.

Section 11.12.

Section 11.13.

Section 11.14.

Section 11.15.

Section 11.16.

EXHIBIT A PERMITTED INVESTMENTS

EXHIBIT B FORM OF BOND
39 DEFEASANCE 39

10.01. Discharge of Indenture 39

10.02. Bonds Deemed to Have Been Paid 40

10.03. Unclaimed Moneys 41
MISCELLANEOUS 41
Successor Deemed Included in all References to Predecessor 41 Limitation of Rights 41
Destruction of Bonds 42
Severability of Invalid Provisions 42
Notices 42
Evidence of Rights of Owners 42
Disqualified Bonds 43
Money Held for Particular Bonds 43
Funds and Accounts 43
Business Days 44
Waiver of Personal Liability 44
Conclusive Evidence of Regularity 44
Partial Invalidity 44
Governing Laws 44
Electronic Signature 44
Execution in Counterparts 44
A-1
B-1
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INDENTURE
THIS INDENTURE (this "Indenture"), dated as of 1, 2022, is by and among the INDIAN WELLS FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), the CITY OF INDIAN WELLS, a municipal corporation and charter city organized and existing under the laws of the State of California (the "City"), and U.S.

BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Trustee (the "Trustee").

WITNESSETH:

WHEREAS, the City desires to finance costs of the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City (the "Series 2022 Project"); WHEREAS, the Authority desires to assist the City with such financing; WHEREAS, in order to finance the Series 2022 Project, the City is leasing certain real property, and the improvements thereto (the "Property"), to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City is subleasing the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the "Lease Agreement"); WHEREAS, in order to provide the funds necessary to finance the Series 2022 Project, the Authority and the City desire to provide for the issuance of $ aggregate principal amount of its Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (collectively, the "Series 2022 Bonds"), payable from the base rental payments to be made by the City pursuant to the Lease Agreement;
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, each of the Authority and the City has authorized the execution and delivery of this Indenture; WHEREAS, the Authority and the City desire to provide for the issuance of additional bonds (the "Additional Bonds") payable from the Base Rental Payments on a parity with the Series 2022 Bonds (the Series 2022 Bonds and any such Additional Bonds being collectively referred to as the "Bonds"); and WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid and binding special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture has been in all respects duly authorized; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Indenture. 4157-1998-5458.3
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NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and premium, if any, and interest on all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the owners thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Authority and the City do hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. "Act" means the Marks -Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code.
"Additional Bonds" means Bonds other than Series 2022 Bonds issued hereunder in accordance with the provisions of Sections 2.10 and 2.11 hereof.
"Additional Rental Payments" means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.03 of the Lease Agreement. "Annual Debt Service" means, for each Bond Year, the sum of (a) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions), and (b) the scheduled principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking fund redemptions due in such Bond Year).
"Authority" means the Indian Wells Financing Authority, a joint powers authority organized and existing under the laws of the State, and any successor thereto. "Authorized Denominations" means, with respect to the Bonds, $5,000 and integral multiples thereof.
"Authorized Representative" means (a) with respect to the Authority, the Chairperson, the Vice Chairperson, the Executive Director, the Deputy Executive Director and the Treasurer of the Authority, and any other Person designated as an Authorized Representative of the Authority in a Written Certificate of the Authority filed with the Trustee, , and (b) with respect to the City, the Mayor, the Mayor Pro Tem, the City Manager, the Deputy City Manager, the Treasurer, and the Finance Director of the City, and any other Person designated as an Authorized Representative of the City in a Written Certificate of the City filed with the Trustee.
"Average Annual Debt Service" means the average of the Annual Debt Service for all Bond Years, including the Bond Year in which the calculation is made. 2 4157-1998-5458.3
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"Base Rental Payments" means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.02 of the Lease Agreement. "Beneficial Owners" means those Persons for which the Participants have caused the Depository to hold Book -Entry Bonds.
"Bond Year" means each twelve-month period beginning on April 2 in each year and extending to the next succeeding April 1, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and end on April 1, 2022.
"Bonds" means the Indian Wells Financing Authority Lease Revenue Bonds issued hereunder, and includes the Series 2022 Bonds and any Additional Bonds. "Book -Entry Bonds" means the Bonds registered in the name of the Depository, or the Nominee thereof, as the registered owner thereof pursuant to the terms and provisions of Section 2.07. "Business Day" means a day that is not (a) a Saturday, Sunday or legal holiday in the State, (b) a day on which banking institutions in the State, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
"Cede & Co." means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to Book -Entry Bonds.
"City" means the City of Indian Wells, a municipal corporation and charter city organized and existing under the laws of the State, and any successor thereto. "Closing Date" means, with respect to the Series 2022 Bonds, the date upon which the Series 2022 Bonds are delivered to the Original Purchaser, being , 2022. "Code" means the Internal Revenue Code of 1986.
"Common Reserve Account" means the account of that name established in the Reserve Fund pursuant to Section 4.06 hereof to secure the Common Reserve Bonds. "Common Reserve Bonds" means any Series of Additional Bonds secured by the Common Reserve Account as provided in the Supplemental Indenture providing for the issuance of each such Series of Additional Bonds.
"Continuing Disclosure Certificate" means the Continuing Disclosure Certificate, dated as of 1, 2022, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
"Costs of Issuance" means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, legal fees and expenses of counsel with the issuance and delivery of the Bonds, any premium for a municipal bond insurance policy insuring payments of debt service on Additional Bonds or any Reserve Facility, the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in connection 3 4157-1998-5458.3
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with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
"Costs of Issuance Fund" means the fund by that name established pursuant to Section 3.03 hereof.
"Defeasance Securities" means [(a) non -callable direct obligations of the United States of America ("United States Treasury Obligations"), and (b) evidences of ownership of proportionate interests in future interest and principal payments on United States Treasury Obligations held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying United States Treasury Obligations are not available to any Person claiming through the custodian or to whom the custodian may be obligated] OR [any direct, general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS), or obligations the payment of principal of and interest on which are unconditionally guaranteed by the United States of America.] "Depository" means DTC, and its successors as securities depository for any Book -Entry Bonds, including any such successor appointed pursuant to Section 2.07 hereof. "DTC" means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York.
"Electronic Means" means e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
"Event of Default" means any event or circumstance specified in Section 7.01 hereof. "Fair Market Value" means, with respect to any investment, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. "Ground Lease" means the Ground Lease, dated as of 1, 2022, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. 4 4157-1998-5458.3
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"Indenture" means this Indenture, dated as of 1, 2022, by and among the Authority, the City and U.S. Bank National Association, as Trustee, as originally executed and as it may from time to time be amended or supplemented by any Supplemental Indenture. "Independent Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by or acceptable to the City, and who, or each of whom: (a) is in fact independent and not under domination of the City; (b) does not have any substantial interest, direct or indirect, with the City; and (c) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City.
"Interest Account" means the Series 2022 Interest Account and each additional account established for the payment of interest of a Series of Additional Bonds within the Payment Fund pursuant to Section 5.02 hereof.
"Interest Payment Dates" means April 1 and October 1 of each year, commencing 1, 20 "Lease Agreement" means the Lease Agreement, dated as of 1, 2022, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
"Lease Default Event" means an event of default pursuant to and as described in Section 7.01 of the Lease Agreement.
"Lease Revenues" means all Base Rental Payments payable by the City pursuant to the Lease Agreement, including any prepayments thereof, any Net Proceeds and any amounts received by the Trustee as a result of or in connection with the Trustee's pursuit of remedies under the Lease Agreement upon a Lease Default Event.
"Letter of Representations" means the Letter of Representations from the Authority to the Depository, in which the Authority makes certain representations with respect to issues of its securities for deposit by the Depository.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year, including the Bond Year the calculation is made.
"Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. "Nominee" means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to Section 2.07 hereof.
"Office of the Trustee" means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City in writing; provided, however, that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted, which other office or agency shall be specified to the Authority and the City by the Trustee in writing.
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"Opinion of Bond Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority and satisfactory to and approved by the Trustee.
"Original Purchaser" means the original purchaser of the Bonds from the Authority. "Outstanding" means, when used as of any particular time with reference to Bonds, subject to the provisions of Section 11.07 hereof, all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation, (b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof, and (c) Bonds in lieu of which other Bonds shall have been authenticated and delivered by the Trustee, or that have been paid without surrender thereof, pursuant to Section 2.08 hereof.
"Owner" means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
"Participant" means any entity that is recognized as a participant by DTC in the book -entry system of maintaining records with respect to Book -Entry Bonds. "Participating Underwriters" has the meaning ascribed thereto in the Continuing Disclosure Certificate.
"Payment Fund" means the fund by that name established in accordance with Section 5.02 hereof.
"Permitted Investments" is defined in Exhibit A attached hereto. "Person" means an individual, corporation, limited liability company, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
"Principal Account" means the Series 2022 Principal Account and each additional account established for the payment of principal of a Series of Additional Bonds within the Payment Fund pursuant to Section 5.02 hereof.
"Principal Payment Date" means a date on which the principal of the Bonds becomes due and payable as a result of the maturity thereof or by mandatory sinking fund redemption. "Project Costs" means all costs of constructing and installing the Project, including but not limited to (a) all costs which the Authority or the City shall be required to pay to a seller or any other Person under the terms of any contract or contracts for the purchase of the Project, (b) all costs which the Authority or the City shall be required to pay a contractor or any other Person for the acquisition, construction and installation of the Project, (c) obligations of the Authority or the City incurred for services (including obligations payable to the Authority or the City for actual out-of-pocket expenses of the Authority or the City) in connection with the acquisition, construction and installation of the Project, including reimbursement to the Authority or the City for all advances and payments made in connection with the Project prior to or after issuance of the Bonds, (d) the actual out-of-pocket costs of the Authority or the City for test borings, surveys, estimates and preliminary investigations therefor, as well as for the performance of all other duties required by or consequent to the proper acquisition, construction and installation of the Project, including administrative expenses under the Lease Agreement and hereunder 6 4157-1998-5458.3
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relating to the acquisition, construction and installation of the Project, and (e) any sums required to reimburse the Authority or the City for advances made by the Authority or the City for any of the above items or for any other costs incurred and for work done by the Authority or the City that are properly chargeable to the Project.
"Proj ect Fund" means the fund by that name established pursuant to Section 3.04 hereof. "Rebate Fund" means the fund by that name established pursuant to Section 5.05 hereof. "Rebate Requirement" has the meaning ascribed thereto in the Tax Certificate. "Record Date" means, with respect to interest payable on any Interest Payment Date, the 15th calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.
"Redemption Fund" means the fund by that name established pursuant to Section 5.03 hereof. "Redemption Price" means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
"Registration Books" means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. "Rental Payments" means, collectively, the Base Rental Payments and the Additional Rental Payments.
"Rental Period" means the period from the Closing Date through March 31, 2022 and, thereafter, the twelve-month period commencing on April 1 of each year during the term of the Lease Agreement.
"Reserve Account" means either the Common Reserve Account or any other reserve account established pursuant to Section 5.04 hereof, which account may secure one or more Series of Additional Bonds as provided in the Supplemental Indenture providing for the establishment thereof. "Reserve Facility" means any line of credit, letter of credit, insurance policy, surety bond or similar instrument, in form reasonably satisfactory to the Trustee, that (a) names the Trustee as beneficiary thereof, (b) provides for payment on demand, (c) cannot be terminated by the issuer thereof so long as any of the Bonds secured by such Reserve Facility remain Outstanding, (d) is issued by an obligor, the obligations of which under the Reserve Facility are, at the time such Reserve Facility is substituted for all or part of the moneys on deposit in the applicable Reserve Account, rated in one of the two highest rating categories (without regard to any modifier) by any one rating agency then rating the Bonds secured by such Reserve Facility, and (e) is deposited with the Trustee pursuant to Section 5.04 hereof.
"Reserve Fund" means the fund by that name established pursuant to Section 5.04 hereof. "Reserve Requirement" means, (a) with respect to the Common Reserve Bonds, as of the date of any calculation, the least of (i) 50% Maximum Annual Debt Service of such Common Reserve Bonds, (ii) 10% of the original aggregate principal amount of the Common Reserve Bonds (excluding Bonds refunded with the proceeds of subsequently issued Bonds), and (iii) 125% of Average Annual Debt Service of such Common Reserve Bonds, and (b) with respect to any Series of Additional Bonds that are 7 4157-1998-5458.3
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not Common Reserve Bonds, such amount, if any, as shall be specified in the Supplemental Indenture authorizing the issuance of such Series of Additional Bonds; provided, however, that in no event shall any Reserve Requirement exceed an amount permitted by the Code. "S&P" means S&P Global Ratings, a corporation organized and existing under the laws of the State of New York, its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority and approved by the Trustee.
"Series" means the initial series of Bonds executed, authenticated and delivered on the date of initial issuance of the Bonds and identified pursuant to this Indenture as the Series 2022 Bonds, and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds.
"Series 2022 Bonds" means the Indian Wells Financing Authority Lease Revenue Refunding Bonds (Solar and Infrastructure Projects), Series 2022, issued under the Indenture. "Series 2022 Interest Account" means the Interest Account by that name within the Payment Fund established pursuant to Section 5.02 hereof.
"Series 2022 Principal Account" means the Principal Account by that name within the Payment Fund established pursuant to Section 5.02 hereof.
"Series 2022 Project" means the acquisition, design, engineering, fabrication, construction, improvement and installation of (i) renewable energy generation improvements and energy management systems including, without limitation, solar panels and related equipment, (ii) public capital developments approved for the Miles Crossing project, and (iii) street and road improvements and other capital facilities throughout the City, as described in Exhibit B hereto, a portion of the costs of which are to be financed with proceeds of the Series 2022 Bonds.
"State" means the State of California.
"Supplemental Indenture" means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
"Tax Certificate" means the Tax Certificate executed by the Authority and the City at the time of issuance of the Series 2022 Bonds, relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
"Tax -Exempt" means, with respect to interest on any obligations of a state or local government, including interest on the Series 2022 Bonds, that such interest is excluded from the gross income of the holders thereof for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. "Trustee" means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, or any successor thereto as Trustee hereunder substituted in its place as provided herein.
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"Verification Report" means, with respect to the deemed payment of Bonds pursuant to Section 10.02(a) hereof, a report of a nationally recognized certified public accountant, or firm of such accountants, verifying that the Defeasance Securities and cash, if any, deposited in connection with such deemed payment satisfy the requirements of clause (ii)(B) of subsection (a) of Section 10.02(a) hereof. "Written Certificate" and "Written Request" (a) of the Authority mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Representative of the Authority, and (b) of the City mean, respectively, a written certificate or written request signed in the name of the City by an Authorized Representative of the City. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02. Rules of Construction. (a) The terms defined herein expressed in the singular shall, unless the context otherwise indicates, include the plural and vice versa. (b) The use herein of the masculine, feminine or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine or neuter gender, as appropriate.
(c) References herein to a document shall include all amendments, supplements or other modifications to such document, and any replacements, substitutions or novation of, that document. (d) Any term defined herein by reference to another document shall continue to have the meaning ascribed thereto whether or not such other document remains in effect. (e) The use herein of the words "including" and "includes," and words of similar import, shall be deemed to be followed by the phrase "without limitation." (f) Headings of Articles and Sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(g) All references herein to designated "Articles," "Sections," "Exhibits," "subsections," "paragraphs," "clauses," and other subdivisions are to the designated Articles, Sections, Exhibits, subsections, paragraphs, clauses, and other subdivisions of this Indenture. (h) The words "hereof' (except when preceded by a specific Section or Article reference) "herein," "hereby," "hereunder," "hereinabove," "hereinafter," and other equivalent words and phrases used herein refer to this Indenture and not solely to the particular portion hereof in which any such word is used.

Section 1.03. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, and premium, if any, and interest on all Bonds that may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds 9 4157-1998-5458.3
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by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds. (a) The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture, the Act and other applicable laws of the State.

The Bonds may consist of one or more Series of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein. The Bonds shall be designated generally as the "Indian Wells Financing Authority Lease Revenue Bonds," each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds.
(b) The Bonds shall be special obligations of the Authority, payable solely from the Lease Revenues and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds.
(c) Notwithstanding anything to the contrary contained herein, if, as a result of the limitations contained in Section 3.07 of the Lease Agreement, Base Rental Payments cannot be paid by the City in an amount sufficient to pay the principal of, or interest on, the Bonds otherwise payable on any date, such principal or interest shall be deemed not to be payable on such date, the nonpayment thereof on such date shall not constitute a default or an Event of Default under this Indenture and such principal or interest shall become payable on the date on which such Base Rental Payments becomes payable under and pursuant to the Lease Agreement.

Section 2.02. Terms of Series 2022 Bonds. (a) The Series 2022 Bonds shall be designated "Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022." The aggregate principal amount of Series 2022 Bonds that may be issued and Outstanding under this Indenture shall not exceed $ , except as may be otherwise provided in Section 2.08 hereof.

The Series 2022 Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2022 Bond shall have more than one maturity date. The Series 2022 Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $ , shall mature on April 1 of each year, shall bear interest at the rates per annum (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) and shall be in the principal amounts as follows:
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Maturity Date Principal Interest
(April 1) Amount Rate
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
(b) Interest on the Series 2022 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2022 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Series 2022 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Series 2022 Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Except as otherwise provided in the Letter of Representations, interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2022 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date, or by wire transfer at the written request of an Owner of not less than $1,000,000 aggregate principal amount of Series 2022 Bonds, which written request is received by the Trustee on or prior to the Record Date. Notwithstanding the foregoing, interest on any Series 2022 Bond that is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Series 2022 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date.
(c) The principal of and premium, if any, on the Series 2022 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(d) The Series 2022 Bonds shall be in substantially the form set forth in Exhibit B hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby. 11 4157-1998-5458.3
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Section 2.03. Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of an Authorized Representative of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or attested any of the Bonds shall cease to be such officers before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.04. Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto for the Series 2022 Bonds, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.05. Registration Books. The Trustee shall keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be available for inspection and copying by the Authority and the City during regular business hours and upon reasonable notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as herein provided.

Section 2.06. Transfer and Exchange of Bonds. (a) Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person's duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series and maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. (b) The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series and maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.
(c) The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period commencing on the date five days before the date of selection of Bonds of such Series for redemption and ending on the date of mailing notice of such redemption, or with respect to any Bonds of such Series selected for redemption.

Section 2.07. Book -Entry System. (a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book -Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be in the form of a separate single fully registered Bond (which may be typewritten); provided, however, that if different CUSIP numbers are assigned to Bonds of a Series maturing in a single year or, if Bonds of the same Series maturing in a 12 4157-1998-5458.3
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single year are issued with different interest rates, additional bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2022 Bonds shall initially be issued as Book -Entry Bonds.

Payment of principal of, and interest and premium, if any, on, any Book -Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the Nominee. Such payments shall be made to the Nominee at the address that is, on the Record Date, shown for the Nominee in the Registration Books.
(b) With respect to Book -Entry Bonds, the Authority, the City and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book -Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the City and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book -Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book -Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book - Entry Bonds of a maturity to be redeemed in the event such Book -Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on Book -Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Authority, the City and the Trustee may treat and consider the Person in whose name each Book -Entry Bond is registered in the Registration Books as the absolute Owner of such Book -Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book -Entry Bond, for the purpose of registering transfers with respect to such Book -Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.
(d) In the event of a redemption of all or a portion of a Book -Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book -Entry Bond, or (ii) if the Depository is the sole Owner of such Book -Entry Bond, shall make an appropriate notation on the Book - Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of fmal payment, in which case such Book -Entry Bond must be presented to the Trustee prior to payment.
(e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book - Entry Bonds only to or "upon the order of" (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner's respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book -Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book -Entry Bond. Upon delivery by the Depository to the Owners, the Authority, the City and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
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(f) In order to qualify the Book -Entry Bonds for the Depository's book -entry system, the Authority shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Authority, the City or the Trustee any obligation whatsoever with respect to Persons having interests in such Book -Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority, the City and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book -Entry Bonds for the Depository's book -entry program. (g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book -Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book -Entry system with the Depository. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully- registered Bond of the appropriate Series for each maturity date of such Book -Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book -Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book - Entry Bonds to any Participant having Book -Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book - Entry Bonds.
(h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book -Entry Bond is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book -Entry Bond of such Series and all notices with respect to such Book -Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Indenture by the Authority, the City or the Trustee, with respect to any consent or other action to be taken by Owners of Book -Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.
(j) Prior to any transfer of Book -Entry Bonds outside the Depository's book -entry system, the Authority shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the Code.

Section 2.08. Conditions for the Issuance of Additional Bonds. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall 14 4157-1998-5458.3
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thereupon authenticate and deliver, a new Bond of the same Series and maturity in a like aggregate principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same Series and maturity in a like aggregate principal amount in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses that may be incurred by the Authority and the Trustee.

Any Bond of such Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.

Section 2.09. Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, shall be in fully -registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it shall execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds of such Series, an equal aggregate principal amount of definitive Bonds of such Series and maturities in Authorized Denominations. Until so exchanged, the temporary Bonds of a Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.

Section 2.10. Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2022 Bonds) payable from Lease Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) neither the Authority nor the City shall be in default under this Indenture, the Lease Agreement or the Ground Lease;
(b) the issuance of such Additional Bonds shall have been authorized under and pursuant to the Act and under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) the purposes for which such Additional Bonds are to be issued; provided, that the proceeds of the sale of such Additional Bonds shall be applied only for one or more of the following purposes: (A) providing funds to pay costs of City facilities (including capitalized interest), (B) providing funds to refund any Bonds issued hereunder or other obligations of the City, (C) providing funds to pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, and (D) providing 15 4157-1998-5458.3
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funds to make any deposit to any Reserve Account required pursuant to paragraph (c) below;
(ii) the principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds, which shall be Authorized Denominations;
(iii) that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either April 1 or October 1;
(iv) the date, the maturity date or dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, that (A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on April 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on April 1, (B) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (C) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(v) the redemption premiums and terms, if any, for such Additional Bonds; (vi) the form of such Additional Bonds;
(vii) the designation as to whether such Additional Bonds shall (A) constitute Common Reserve Bonds secured by the Common Reserve Account, (B) be secured by any other Reserve Account, or (C) not be secured by any Reserve Account; and (viii) such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(c) upon the issuance of such Additional Bonds, the amount on deposit in the Reserve Account applicable to such Additional Bonds, if any, shall be at least equal to the applicable Reserve Requirement for such Additional Bonds; and (d) upon the issuance of such Additional Bonds, the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of the issuance of such Additional Bonds, plus Additional Rental Payments, in any Rental Period shall not be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of such Additional Bonds (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City).

Section 2.11. Procedure for the Issuance of Additional Bonds. Whenever the Authority and the City shall determine to authorize the issuance of any Additional Bonds, the Authority, the City and the Trustee shall enter into a Supplemental Indenture satisfying the conditions of Section 2.10 hereof. Before such Additional Bonds shall be issued, the Authority and the City shall file or cause to be filed with the Trustee the following:
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(a) an Opinion of Bond Counsel setting forth (i) that counsel rendering such opinion has examined the Supplemental Indenture, the amendment to the Lease Agreement, if any, and the amendment to the Ground Lease, if any, (ii) that the issuance of the Additional Bonds has been duly authorized by the Authority, (iii) that the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease Agreement and the Ground Lease have been duly authorized, executed and delivered by the Authority and the City, (iv) that upon execution and delivery of such Supplemental Indenture and any such amendments to the Lease Agreement and the Ground Lease, this Indenture, as amended and supplemented by such Supplemental Indenture, and, if so amended, the Lease Agreement and the Ground Lease, as amended by such amendments, will be valid and binding obligations of the Authority and the City, and (v) that the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease Agreement and the Ground Lease, in and of themselves, do not adversely affect the exclusion from gross income for federal income tax purposes of interest on Outstanding Tax -Exempt Bonds;
(b) a Written Certificate of the Authority that the requirements of Section 2.10 hereof have been met;
(c) a Written Certificate of the City that the requirements of Section 2.10 hereof have been met, which shall include a certification as to the fair rental value of the Property, after giving effect to any amendments to the Lease Agreement and the Ground Lease entered into in connection with the issuance of the Additional Bonds and taking into account the use of proceeds of such Additional Bonds;
(d) certified copies of the resolutions of the Board of Directors of the Authority and the Board of Supervisors of the City authorizing the execution and delivery of the Supplemental Indenture and, if any, the amendments to the Lease Agreement and the Ground Lease; (e) executed counterparts or duly authenticated copies of the Supplemental Indenture and, if any, the amendments to the Lease Agreement and the Ground Lease, with satisfactory evidence that any such amendments to the Lease Agreement and the Ground Lease have been duly recorded in the appropriate records of the county in which the Property is located; (0 certified copies of the policies of insurance required by Section 5.01 of the Lease Agreement or certificates thereof, which shall evidence that the amounts of the insurance required under subsections (b) and (c) of Section 5.01 of the Lease Agreement have been increased, if applicable, to cover the amount of such Additional Bonds; and (g) a CLTA title insurance policy or other appropriate form of policy in the amount of the Additional Bonds of the type and with the endorsements described in Section 5.02 of the Lease Agreement.
(h) Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee's being satisfied from an examination of said instruments that all of the documents required by this Section have been delivered, the Trustee shall authenticate such Additional Bonds, and shall deliver such Additional Bonds to, or upon the request of, the Authority. 17 4157-1998-5458.3
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ARTICLE III
DELIVERY OF BONDS; APPLICATION OF AMOUNTS
Section 3.01. Issuance of Series 2022 Bonds. The Authority may, at any time, execute the Series 2022 Bonds and deliver the same to the Trustee. The Trustee shall authenticate the Series 2022 Bonds and deliver the Series 2022 Bonds to the Original Purchaser upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

Section 3.02. Issuance of Series 2022 Bonds; Application of Proceeds. On the Closing Date, the proceeds of the sale of the Series 2022 Bonds received by the Trustee, $ shall be deposited by the Trustee as follows:
(a) the Trustee shall deposit the amount of $ in the Costs of Issuance Fund; and
(b) the Trustee shall the Trustee shall deposit the amount of $ in the Project Fund.

Section 3.03. Costs of Issuance Fund. (a) The Trustee shall establish and maintain a separate fund designated the "Costs of Issuance Fund." On the Closing Date, the Trustee shall deposit in the Costs of Issuance Fund the amount required to be deposited therein pursuant to Section 3.02 hereof. (b) The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the City stating (i) the Person to whom payment is to be made and instructions for such payment, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a proper charge against the Costs of Issuance Fund, and (v) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder. On the last Business Day that is no later than six months after the Closing Date, the Trustee shall transfer any amount remaining in the Costs of Issuance Fund to the [Project Fund] [Interest Account] and, upon making such transfer, the Costs of Issuance Fund shall be closed. (c) If the Costs of Issuance Fund has been closed in accordance with the provisions hereof, the Costs of Issuance Fund shall be reopened and reestablished by the Trustee in connection with the issuance of any Additional Bonds, if so provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued. There shall be deposited in the Costs of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 3.04. Project Fund. (a) The Trustee shall establish and maintain a separate fund designated the "Project Fund." Within the Project Fund, the Trustee may establish and maintain a separate account designated for the respective Series of Bonds. On the Closing Date, the Trustee shall deposit in the Project Fund the amount required to be deposited therein pursuant to Section 3.02 hereof. (b) The moneys in the Project Fund shall be used and withdrawn by the Trustee from time to time to pay the Project Costs upon submission of a Written Request of the City stating (i) the Person to whom payment is to be made and instructions for such payment, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a proper charge against the Project Fund, and (v) that such amounts have not been the subject of a prior disbursement from the Project Fund, in each case together with a statement or invoice for each amount requested thereunder. 18 4157-1998-5458.3
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(c) Upon the filing of a Written Certificate of the City stating (i) that the Project has been completed and that all costs of the Project have been paid, or (ii) that the Project has been substantially completed and that all remaining costs of the Project to be paid from the Project Fund have been determined and specifying the amount to be retained therefor, the Trustee shall (A) if the amount remaining in the Project Fund (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of $5,000 that is not greater than such amount to the Redemption Fund, to be applied to the redemption of Bonds, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the Project Fund (less any such retention) to the Interest Account, to be applied to the payment of interest on the Bonds; provided, however, that, if, prior to such transfers, the Trustee receives (I) a Written Request of the City directing the Trustee make an alternate disposition of all or a portion of such amount remaining in the Project Fund (less any such retention), and (II) an Opinion of Bond Counsel to the effect that such disposition would not, in and of itself, adversely affect the exclusion of interest on the Tax -Exempt Bonds from gross income for federal income tax purposes, the Trustee shall make such alternate disposition of such remaining amount or portion thereof in accordance with such Written Request of the City.
(d) If the Project Fund has been closed in accordance with the provisions hereof, the Project Fund shall be reopened and reestablished by the Trustee in connection with the issuance of any Additional Bonds, if so provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued.

There shall be deposited in the Project Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Extraordinary Redemption. The Series 2022 Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any Net Proceeds received with respect to all or a portion of the Property and deposited by the Trustee in the Redemption Fund in accordance with the provisions hereof, at a Redemption Price equal to the principal amount thereof, plus accrued interest thereon to the date fixed for redemption, without premium.

Section 4.02. Optional Redemption. The Series 2022 Bonds maturing on or after April 1, 20 shall be subject to optional redemption, in whole or in part in Authorized Denominations on any date on or after April 1, 20 , from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 3.08 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Section 4.03. Mandatory Sinking Fund Redemption. The Series 2022 Bonds maturing April 1, 20 shall be subject to mandatory sinking fund redemption, in part, on April 1 in each year, commencing April 1, 20_, at a Redemption Price equal to the principal amount thereof, plus accrued interest thereon to the date fixed for redemption, without premium, in the aggregate respective principal amounts in the respective years as follows:
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Sinking Fund
Redemption Date (April Principal Amount to be
1) Redeemed
Maturity Date.

If some but not all of the Series 2022 Bonds maturing on April 1, 20_ are redeemed pursuant to Section 4.01 hereof, the principal amount of Series 2022 Bonds maturing on April 1, 20 to be redeemed pursuant to this Section shall be reduced by the aggregate principal amount of the Series 2022 Bonds maturing on April 1, 20 so redeemed pursuant to Section 4.01 hereof, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis, in amounts equal to Authorized Denominations, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Authority and the City. If some but not all of the Series 2022 Bonds maturing on April 1, 20 are redeemed pursuant to Section 4.02 hereof, the principal amount of Series 2022 Bonds maturing on April 1, 20_ to be redeemed pursuant to this Section shall be reduced by the aggregate principal amount of the Series 2022 Bonds maturing on April 1, 20 so redeemed pursuant to Section 4.02 hereof, such reduction to be allocated among redemption dates in Authorized Denominations, as designated by the City in a Written Certificate of the City.

The Series 2022 Bonds maturing April 1, 20 shall be subject to mandatory sinking fund redemption, in part, on April 1 in each year, commencing April 1, 20 , at a Redemption Price equal to the principal amount thereof, plus accrued interest thereon to the date fixed for redemption, without premium, in the aggregate respective principal amounts in the respective years as follows:

Sinking Fund
Redemption Date (April Principal Amount to be
1) Redeemed
Maturity Date.

If some but not all of the Series 2022 Bonds maturing on April 1, 20_ are redeemed pursuant to Section 4.01 hereof, the principal amount of Series 2022 Bonds maturing on April 1, 20_ to be redeemed pursuant to this Section shall be reduced by the aggregate principal amount of the Series 2022 Bonds maturing on April 1, 20 so redeemed pursuant to Section 4.01 hereof, such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis, in amounts equal to Authorized Denominations, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Authority and the City. If some but not all of the Series 2022 Bonds maturing on April 1, 20 are redeemed pursuant to Section 4.02 hereof, the principal amount of Series 2022 Bonds maturing on April 1, 20_ to be redeemed pursuant to this Section shall be reduced by the aggregate principal amount of the Series 2022 Bonds maturing on April 1, 20 so redeemed pursuant to Section 4.02 hereof, such reduction to be allocated among redemption dates in Authorized Denominations, as designated by the City in a Written Certificate of the City.
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Section 4.04. Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books at least 20 but not more than 60 days prior to the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any, the Bond numbers, Series and the maturity or maturities of the Bonds to be redeemed (except in the event of redemption of all of the Bonds of such Series, maturity or maturities in whole), and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. With respect to any notice of any optional redemption of Bonds of a Series, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of Section 10.02 hereof, such notice shall state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the Authority shall not be required to redeem such Bonds. In the event a notice of redemption of Bonds contains such a condition and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption shall not be made and the Trustee shall, within a reasonable time after the date on which such redemption was to occur, give notice to the Persons and in the manner in which the notice of redemption was given, that such moneys were not so received and that there shall be no redemption of Bonds pursuant to such notice of redemption.

Section 4.05. Selection of Bonds for Redemption. [Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any redemption pursuant to Section 4.01 hereof, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, (b) with respect to any optional redemption of Bonds of a Series, as directed in a Written Certificate of the City, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. The Trustee shall promptly notify the Authority and the City in writing of the numbers of the Bonds so selected for redemption on such date. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds that may be separately redeemed.] Section 4.06. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in Authorized Denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

Section 4.07. Effect of Notice of Redemption. (a) Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside with the Trustee, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. (b) If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available 21 4157-1998-5458.3
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therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable.

All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.
(c) All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V
PLEDGE AND ASSIGNMENT; FUNDS AND ACCOUNTS
Section 5.01. Pledge and Assignment. (a) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act, the Authority hereby pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Lease Revenues and any other amounts held in the Payment Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the Authority, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act.
(b) The Authority hereby assigns and transfers to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the Owners, all of its right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, the right to receive Base Rental Payments and the right to exercise any remedies provided in the Lease Agreement in the event of a default by the City thereunder; provided, however, that the Trustee shall not be required to perform any of the substantive obligations of the Authority thereunder, and, provided, further that Authority shall retain the rights to indemnification, to give consents and approvals thereunder, and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement. The Trustee hereby accepts said assignment for the benefit of the Owners, subject to the provisions of this Indenture. (c) The Trustee shall be entitled to and shall receive all of the Base Rental Payments, and any Base Rental Payments collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as agent of the Trustee and shall forthwith be paid by the Authority to the Trustee.

Section 5.02. Payment Fund. (a) The Trustee shall establish and maintain a separate fund designated the "Payment Fund." Within the Payment Fund, the Trustee shall establish and maintain a separate account designated the "Series 2022 Interest Account" and a separate account designated the "Series 2022 Principal Account." Upon the issuance of Additional Bonds, the Trustee shall also establish and maintain, within the Payment Fund, a separate Interest Account and a separate Principal Account for each Series of Additional Bonds.
(b) All Lease Revenues received by the Trustee shall be deposited by the Trustee in the Payment Fund; provided, however, that Net Proceeds, other than those constituting proceeds of rental interruption insurance received with respect to the Property, shall not be deposited in the Payment Fund but, rather, shall be applied as provided in Section 6.01 or Section 6.02 hereof, as applicable. There shall 22 4157-1998-5458.3
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additionally be deposited in the applicable Interest Account of the Payment Fund amounts transferred from the related Reserve Account pursuant to subsection (b) of Section 5.04 hereof. (c) The Trustee, on each Interest Payment Date, shall transfer from the Payment Fund to each Interest Account an amount equal to the interest on the related Series of Bonds coming due on such Interest Payment Date; provided, however, that if and to the extent that such amount is available for such Series of Bonds in any capitalized interest subaccount established pursuant to a Supplemental Indenture on such Interest Payment Date, the Trustee shall, instead, transfer such amount from such capitalized interest subaccount to the related Interest Account on such Interest Payment Date. Moneys in each Interest Account shall be withdrawn and used by the Trustee for the purpose of paying interest on the related Series of Bonds as and when due and payable. In the event that, on such Interest Payment Date, amounts in any Interest Account are insufficient to pay the interest on the Bonds due and payable on such Interest Payment Date, the Trustee shall apply available funds therein in accordance with the provisions of Section 7.05 hereof
(d) The Trustee, on each Principal Payment Date, shall transfer from the Payment Fund to each Principal Account an amount equal to the principal of the related Series of Bonds, including principal due and payable by reason of mandatory sinking fund redemption, coming due on such date.

Moneys in each Principal Account shall be withdrawn and used by the Trustee for the purpose of paying principal of the related Series of Bonds, including principal due and payable by reason of mandatory sinking fund redemption, as and when due and payable. In the event that, on such Principal Payment Date, amounts in any Principal Account are insufficient to pay the principal due and payable on such Principal Payment Date, including principal due and payable by reason of mandatory sinking fund redemption of such Bonds, the Trustee shall apply available funds therein in accordance with the provisions of Section 7.05 hereof.

Section 5.03. Redemption Fund. The Trustee shall establish and maintain a special fund designated the "Redemption Fund." The Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Section 6.01 or Section 6.02 hereof. Amounts in the Redemption Fund shall be disbursed therefrom by the Trustee for the payment of the Redemption Price of, and accrued interest on, Bonds redeemed pursuant to Section 4.01 hereof or Section 4.02 hereof.

Section 5.04. Reserve Fund. (a) The Trustee shall establish and maintain a special fund designated the "Reserve Fund." Within the Reserve Fund, the Trustee shall establish and maintain a separate account designated the "Common Reserve Account" and may establish and maintain one or more additional Reserve Accounts, each of which may secure one or more Series of Bonds pursuant hereto and to the Supplemental Indenture authorizing the issuance thereof. On the Closing Date, the Trustee shall deposit in the Common Reserve Account the amount required to be deposited therein pursuant to Section 2.03 hereof. In connection with the issuance of Additional Bonds, there shall additionally be deposited in the Common Reserve Account or any other Reserve Account established and/or maintained for such Additional Bonds, as applicable, the amount required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued. The Series 2022 Bonds are not secured by the Reserve Fund or any Reserve Account and the Reserve Requirement with respect to the Series 2022 Bonds is zero.
(b) The City may substitute a Reserve Facility for all or part of the moneys on deposit in any Reserve Account by depositing such Reserve Facility with the Trustee, provided that, at the time of such substitution, the amount on deposit in such Reserve Account, together with the amount available under all Reserve Facilities on deposit in such Reserve Account, shall be at least equal to the Reserve Requirement for such Reserve Account. Moneys for which a Reserve Facility has been substituted as provided herein shall be transferred, at the election of the City, to the Redemption Fund for the purpose of redeeming the 23 4157-1998-5458.3
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related Series of Bonds or, upon receipt of an Opinion of Bond Counsel that such transfer will not, in and of itself, adversely affect the exclusion of interest on Outstanding Tax -Exempt Bonds from gross income for federal income tax purposes, to the City and applied to the payment of capital costs of the City.

Amounts on deposit in any Reserve Account which were not derived from payments under any Reserve Facility credited to such Reserve Account to satisfy a portion of the Reserve Requirement for such Reserve Account shall be used and withdrawn by the Trustee prior to using and withdrawing any amounts derived from payments under such Reserve Facility. In order to accomplish such use and withdrawal of such amounts not derived from payments under any such Reserve Facility, the Trustee shall, as and to the extent necessary, liquidate any investments purchased with such amounts. (c) In the event that, on the second Business Day prior to a date on which the Trustee is to transfer money from the Payment Fund to the Interest Accounts pursuant to subsection (c) of Section 4.04 hereof or to the Principal Accounts pursuant to subsection (e) of Section 4.04 hereof, amounts in the Payment Fund are insufficient for such purpose, the Trustee shall withdraw from each Reserve Account, to the extent of any funds therein, the amount of the insufficiency of the related Series of Bonds, and shall transfer any amounts so withdrawn first to the related Interest Account and then to the related Principal Account. If the amount on deposit in any Reserve Account is not sufficient to make such transfer, the Trustee shall make a claim under any available Reserve Facility, in accordance with the provisions thereof, in order to obtain an amount sufficient to allow the Trustee to make such transfer as and when required.
(d) In the event of any transfer from a Reserve Account or the making of any claim under a Reserve Facility, the Trustee shall, within two Business Days thereafter, provide written notice to the Authority and the City of the amount and the date of such transfer or claim; provided, however, that such notice need not be provided if such transfer is made pursuant to subsection (f) or subsection (g) of this Section.
(e) If the sum of the amount on deposit in any Reserve Account, plus the amount available under all available Reserve Facilities held for such Reserve Account, is less than the Reserve Fund Requirement for such Reserve Account, the first of Base Rental Payments thereafter received from the City under the Lease Agreement and not needed to pay the principal of and interest on the Bonds on the next Interest Payment Date or Principal Payment Date shall be used, first, to reinstate the amounts available under any Reserve Facilities that have been drawn upon and, second, to increase the amount on deposit in the Reserve Accounts, so that the amount available under all available Reserve Facilities, when added to the amount on deposit in the Reserve Fund, shall equal the Reserve Requirement for each Reserve Account; provided, however, that such Base Rental Payments shall be allocated among all Reserve Accounts ratably without preference or priority of any kind, according to each Reserve Account's percentage share of the total deficiencies in all Reserve Accounts. (f) If, as a result of the payment of principal of or interest on any Series of Bonds, the Reserve Requirement applicable to such Series of Bonds is reduced, amounts on deposit in the applicable Reserve Account in excess of such reduced Reserve Requirement shall be transferred to the related Interest Account(s) and Principal Account(s) of the Payment Fund as directed in a Written Request of the City.
(g) On any date on which Bonds of a Series are defeased in accordance with Section 9.02 hereof, the Trustee shall, if so directed in a Written Request of the City, transfer any moneys in the related Reserve Account in excess of the applicable Reserve Requirement resulting from such defeasance to the entity or fund so specified in such Written Request of the City, to be applied to such defeasance. 24 4157-1998-5458.3
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(h) Moneys, if any, on deposit in a Reserve Account shall be withdrawn and applied by the Trustee for the final payments of principal of and interest on the Bonds secured by such Reserve Account.

Section 5.05. Rebate Fund. (a) The Trustee shall establish and maintain a special fund designated the "Rebate Fund." There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Authority or a Written Request of the City. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America. Notwithstanding defeasance of the Bonds pursuant to Article X hereof or anything to the contrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority or the City, and shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate. The Trustee may conclusively rely upon the determinations, calculations and certifications of the Authority or the City required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the calculations of the Authority or the City. (b) Any funds remaining in the Rebate Fund after payment in full of all of the Bonds and after payment of any amounts described in this Section, shall, upon receipt by the Trustee of a Written Request of the City, be withdrawn by the Trustee and remitted to the City.

Section 5.06. Investments. (a) Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, as directed in a Written Request of the City received by the Trustee no later than two Business Days prior to the making of such investment. Moneys in all such funds and accounts shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture. Absent a timely Written Request of the City with respect to the investment of moneys in any of the funds or accounts established pursuant to this Indenture held by the Trustee, the Trustee shall invest such moneys in Permitted Investments described in paragraph (6) of the definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Written Request of the City specifying a specific money market fund that satisfies the requirements of said paragraph in which such investment is to be made and, if no such Written Request of the City is so received, the Trustee shall hold such moneys uninvested. (b) Subject to the provisions of Section 5.04 hereof, any interest or profits received with respect to investments held in any of the funds or accounts established under this Indenture shall be retained therein; provided, however, that any interest or profits received with respect to investments held in the Project Fund shall be credited to the Interest Account of the Payment Fund. (c) Permitted Investments acquired as an investment of moneys in any fund or account established under this Indenture shall be credited to such fund or account. For the purpose of determining the amount in any fund or account, all Permitted Investments credited to such fund or account shall be valued by the Trustee at the market value thereof, such valuation to be performed not less frequently than semiannually on or before each [June 15 and December 15]. In determining the market value of Permitted Investments, the Trustee may use and rely upon any generally recognized pricing information service (including brokers and dealers in securities) available to it. 25 4157-1998-5458.3
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(d) Notwithstanding anything to the contrary contained herein, investments purchased with funds on deposit in any Reserve Account of the Reserve Fund shall have an average aggregate weighted term to maturity of not greater than five years.
(e) Investments (except investment agreements) in any fund or account established hereunder shall be valued, exclusive of accrued interest (i) not less often than annually nor more often than monthly, and (ii) upon any draw upon any Reserve Account. All investments of amounts deposited in any fund or account established hereunder shall be valued at the market value thereof. (f) Any interest or profits received with respect to investments held in any of the funds or accounts established under this Indenture (other than any Reserve Account) shall be retained therein. Any interest or profits received with respect to investments held in a Reserve Account shall be, until the date the related Written Certificate of the City required by subsection (c) of Section 3.04 hereof is filed with the Trustee, transferred to one or more accounts or subaccounts within the Project Fund as directed in a Written Request of the City and, thereafter, shall be transferred to the related Interest Account(s).

Notwithstanding the foregoing, any such transfer or disbursement shall be made from a Reserve Account only if and to the extent that, after such transfer, the amount on deposit in such Reserve Account, together with amounts available to be drawn on all Reserve Facilities held for such Reserve Account, if any, is at least equal to the Reserve Requirement for such Reserve Account. (g) The Trustee may act as principal or agent in the making or disposing of any investment.

Upon the Written Request of the City, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments are credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder. (h) Each of the Authority and the City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority or the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, each of the Authority and the City specifically waives receipt of such confirmations to the extent permitted by law.

The Trustee shall furnish the Authority and the City periodic cash transaction statements, which shall include details for all investment transactions made by the Trustee hereunder.

ARTICLE VI
NET PROCEEDS AND TITLE INSURANCE; COVENANTS
Section 6.01. Application of Net Proceeds. (a) If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.
(b) The Net Proceeds of any insurance (other than Net Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Pending such application, such proceeds 26 4157-1998-5458.3
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may, pursuant to a Written Request of the City, be invested by the Trustee in Permitted Investments that mature not later than such times as moneys are expected to be needed to pay such costs of repair or replacement.
(c) Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property that were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account referred to above. (d) If such damage, destruction or loss was such that there resulted a substantial interference with the City's right to the use or occupancy of the Property and an abatement in whole or in part of Rental Payments results from such damage or destruction pursuant to Section 3.07 of the Lease Agreement, then the City shall be required either to (i) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Property or the portions thereof that have been damaged to the condition that existed prior to such damage or destruction, or (ii) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, pursuant to Section 4.01 hereof (A) of all of the Outstanding Bonds, or (B) of such portion of the Outstanding Bonds as shall result in the remaining, non -abated Base Rental Payments being sufficient to pay, as and when due, the principal of and interest on the Bonds that will remain Outstanding after such redemption.

If the City is required to apply funds from the insurance proceeds and other legally available funds to the redemption of Bonds in accordance with clause (ii) above, the City shall direct the Trustee, in a Written Request of the City, to transfer the funds to be applied to such redemption to the Redemption Fund and the Trustee shall transfer such funds to the Redemption Fund. Any proceeds of any insurance, including the proceeds of any self-insurance remaining after the portion of the Property that was damaged or destroyed is restored to and made available to the City in substantially the same condition and annual fair rental value as that that existed prior to the damage or destruction as required by clause (i) above, or the redemption of Bonds as required by clause (ii) above, in each case as evidenced by a Written Certificate of the City to such effect, shall be deposited in the Reserve Accounts, ratably without preference or priority of any kind according to each Reserve Account's percentage share of the total deficiencies in all Reserve Accounts, to the extent that the amounts therein are less than the applicable Reserve Requirement. If the City is not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (a) above, or to use such amounts to redeem Bonds as set forth in clause (b) above, then such proceeds shall be deposited in the Reserve Accounts, ratably without preference or priority of any kind according to each Reserve Account's percentage share of the total deficiencies in all Reserve Accounts, to the extent that the amounts therein are less than the applicable Reserve Requirement. Any amounts not required to be so deposited into the Reserve Accounts shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the sum of the then unpaid principal components of Base Rental Payments, be paid to the City to be used for any lawful purpose.
(e) The proceeds of any award in eminent domain shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to Section 4.01 hereof.

Section 6.02. Title Insurance. Net Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
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(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement in whole or in part of Rental Payments payable by the City under the Lease Agreement, then the City shall, in a Written Request of the City, direct the Trustee to, and the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in Section 4.01 hereof.

Section 6.03. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal of, and premium, if any, and interest on the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of the Lease Revenues and other assets pledged for such payment as provided in this Indenture and received by the Authority or the Trustee.

Section 6.04. Compliance with Indenture. Each of the Authority and the City shall faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in this Indenture required to be complied with, kept, observed and performed by it.

Section 6.05. Compliance with Ground Lease and Lease Agreement. Each of the Authority and the City shall faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by it and, together with the Trustee, shall enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.

Section 6.06. Observance of Laws and Regulations. Each of the Authority and the City shall faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by it, including its right to exist and carry on its businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

Section 6.07. Other Liens. (a) The City shall keep the Property and all parts thereof free from judgments and materialmen's and mechanics' liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability that materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days' written notice to comply therewith and failure of the City to so comply within such ten-day period) may defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its obligation hereunder to perform such agreements and covenants. The Trustee shall have no liability with respect to any determination made in good faith to proceed or decline to defend, pay or compromise any such claim or demand. 28 4157-1998-5458.3
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(b) So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien on the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof. (c) Neither the Authority nor the Trustee shall encumber the Property other than in accordance with the Ground Lease, the Lease Agreement and this Indenture.

Section 6.08. Prosecution and Defense of Suits. The City shall promptly, upon request of the Trustee, take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, shall prosecute all actions, suits or other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Owner harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.09. Recordation. The City shall record, or cause to be recorded, with the Riverside County Recorder, the Lease Agreement and the Ground Lease, or memoranda thereof, and a memorandum of the assignment of the City's right, title and interest in and to the Ground Lease and the Lease Agreement pursuant to Section 5.01 hereof.

Section 6.10. Tax Covenants. (a) Neither the Authority nor the City shall take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the Series 2022 Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, each of the Authority and the City shall comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive payment in full or defeasance of the Series 2022 Bonds. (b) In the event that at any time the Authority or the City is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Trustee in any of the funds or accounts established hereunder, the Authority or the City shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the Authority or the City shall provide to the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Series 2022 Bonds, the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent.

Section 6.11. Continuing Disclosure. The City shall comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an Event of Default hereunder; provided, however, that the Trustee may (and, at the written direction of the Participating Underwriters or the Owners of at least 25% of the aggregate principal amount of Outstanding Series 2022 Bonds, and upon receipt of indemnification reasonably satisfactory to the Trustee, shall) or any Owner or Beneficial Owner of the Series 2022 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.
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Section 6.12. Notifications Required by the Act. If at any time the Trustee fails to pay principal or interest due on any scheduled payment date for the Bonds or withdraws funds from a Reserve Account to pay principal and interest on any Series of Bonds, the Trustee shall notify the Authority in writing of such failure or withdrawal, as applicable, and, in accordance with Section 6599.1(c) of the Act, the Authority shall notify the California Debt and Investment Advisory Commission of such failure or withdrawal, as applicable, within 10 days of the failure or withdrawal, as applicable.

Section 6.13. Further Assurances. Each of the Authority and the Trustee shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Indenture, the Ground Lease and the Lease Agreement.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default. The following events shall be Events of Default:
(a) failure to pay any installment of principal of any Bond as and when the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption or otherwise;
(b) failure to pay any installment of interest on any Bond as and when the same shall become due and payable;
(c) the occurrence and continuation of a Lease Default Event; (d) failure by the Authority to observe and perform any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the Authority by the Trustee, the City or the Owners of not less than 5% in aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if, in the reasonable opinion of the Authority, the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Authority within such 30 day period and the Authority shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee, such period of time shall not exceed 180 days;
(e) failure by the City to observe and perform any of the covenants, agreements or conditions on its part in this Indenture contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee, the Authority or the Owners of not less than 5% in aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if, in the reasonable opinion of the City, the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute an Event of Default if corrective action is instituted by the City within such 30 day period and the City shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee, such period of time shall not exceed 180 days; or 30 4157-1998-5458.3
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(f) the commencement by the Authority or the City of a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

Section 7.02. Action on Default. In each and every case during the continuance of an Event of Default, the Trustee may or, at the written direction of the Owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, shall exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.03 hereof.

Section 7.03. Other Remedies. If an Event of Default shall have occurred and be continuing, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein or in the Bonds; (b) by suit in equity to enjoin any acts or things that are unlawful or violate the rights of the Trustee or the Owners; or
(c) by suit, action or proceeding in any court of competent jurisdiction, to require the Authority or the City, or both, to account as if it or they were the trustee or trustees of an express trust.

Section 7.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05. Application of Amounts After Default. If an Event of Default shall occur and be continuing, all Lease Revenues and any other funds thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the following order:
(a) to the payment of any expenses incurred by the Trustee necessary in the opinion of the Trustee to protect the interests of the Owners and payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Indenture; (b) to the payment of all amounts then due for interest on the Bonds, ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable, with interest on the overdue interest at the rate borne by the respective Bonds; and 31 4157-1998-5458.3
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(c) to the payment of all amounts then due for principal of the Bonds, ratably without preference or priority of any kind, according to the amounts of principal of the Bonds due and payable, with interest on the overdue principal at the rate borne by the respective Bonds.

Section 7.06. Power of Trustee to Enforce. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Section 7.07. Owners' Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder; provided, however, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and, provided, further, that the Trustee shall have the right to decline to follow any such direction that in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction.

Section 7.08. Limitation on Owners' Right to Sue. No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Act or any other applicable law with respect to such Bond, unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default, (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name, (c) such Owner or said Owners shall have tendered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder or under law; it being understood and intended that no one or more Owners shall have any right in any manner whatever by such Owner's or Owners' action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners, or to enforce any right under the Bonds, this Indenture, the Act or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners, subject to the provisions of this Indenture.

Section 7.09. Termination of Proceedings. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then, subject to any such adverse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. In case any proceedings taken by the Trustee or any one or more Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or any Owner, then in every such case the Trustee, such Owner, the 32 4157-1998-5458.3
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Authority and the City, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Trustee, the Owners, the Authority and the City shall continue as though no such proceedings had been taken.

Section 7.10. No Waiver of Default. No delay or omission of the Trustee or of any Owner to exercise any right or power arising upon the occurrence of any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or an acquiescence therein, and every power and remedy given by this Indenture to the Trustee or to the Owners may be exercised from time to time and as often as may be deemed expedient.

ARTICLE VIII

THE TRUSTEE
Section 8.01. Duties and Liabilities of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default that has not been cured or waived, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

Section 8.02. Qualifications; Removal and Resignation; Successors. (a) The Trustee initially a party hereto and any successor thereto shall at all times be a trust company, national banking association or bank having trust powers in good standing in or incorporated under the laws of the United States or any state thereof, which is (or if such trust company, national banking association or bank is a member of a bank holding company system, its parent bank holding company is) (i) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, or (ii) a state -chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets. If such trust company, national banking association or bank publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining agency above referred to, then for the purpose of this subsection the combined capital and surplus of such trust company, national banking association or bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) The Authority and the City may, by an instrument in writing, upon at least 30 days' notice to the Trustee, remove the Trustee initially a party hereto and any successor thereto unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if (i) at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or (ii) the Trustee shall cease to be eligible in accordance with subsection (a) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee.
(c) The Trustee may at any time resign by giving written notice of such resignation by first- class mail, postage prepaid, to the Authority and the City, and to the Owners at the respective addresses shown on the Registration Books. In case at any time the Trustee shall cease to be eligible in accordance 33 4157-1998-5458.3
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with the provisions of subsection (a) of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Section.
(d) Upon removal or resignation of the Trustee, the Authority and the City shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee; provided, however, that any successor Trustee shall be qualified as provided in subsection (a) of this Section. If no qualified successor Trustee shall have been appointed and have accepted appointment within 45 days following notice of removal or notice of resignation as aforesaid, the removed or resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice, if any, as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and the City and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Authority or the Written Request of the City or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the successor Trustee shall, within 15 days after such acceptance, mail, by first-class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to the Owners at the addresses shown on the Registration Books.
(e) Any trust company, national banking association or bank into which the Trustee may be merged or converted or with which it may be consolidated or any trust company, national banking association or bank resulting from any merger, conversion or consolidation to which it shall be a party or any trust company, national banking association or bank to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such trust company, national banking association or bank shall be eligible under subsection (a) of this Section, shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 8.03. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority or the City, as applicable, and the Trustee shall not assume responsibility for the correctness of the same or incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds, or in respect of the security afforded by this Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value, the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee, or the application of any moneys paid to the Authority, the City or others in accordance with this Indenture. 34 4157-1998-5458.3
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(c) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (d) No provision of this Indenture or any other document related hereto shall require the Trustee to risk or advance its own funds.
(e) The Trustee may execute any of its powers or duties hereunder through attorneys, agents or receivers and shall not be answerable for the actions of such attorneys, agents or receivers if selected by it with reasonable care.
(f) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(g) The immunities and protections extended to the Trustee also extend to its directors, officers, employees and agents.
(h) Before taking action under Article VII, under this Article or upon the direction of the Owners, the Trustee may require indemnity satisfactory to the Trustee be furnished to it to protect it against all fees and expenses, including those of its attorneys and advisors, and protect it against all liability it may incur.
(i) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.
(j) The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (k) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds.
(1) The Trustee shall not be liable for the failure to take any action required to be taken by it hereunder if and to the extent that the Trustee's taking such action is prevented by reason of an act of God, terrorism, war, riot, strike, fire, flood, earthquake, epidemic or other, similar occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. (m) The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless it has actual knowledge thereof.
(n) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. 35 4157-1998-5458.3
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(o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys that shall be released or withdrawn in accordance with the provisions hereof.

Section 8.04. Right to Rely on Documents and Opinions. (a) The Trustee shall be protected in acting upon any notice, requisition, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b) The Trustee shall have the right to accept and act upon a Written Request of the City delivered using Electronic Means. If the City elects to deliver a Written Request of the City to the Trustee using Electronic Means and the Trustee acts upon such Written Request, the Trustee's understanding of such Written Request shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Written Request and that the Trustee shall conclusively presume that Written Requests of the City that purport to have been sent by an Authorized Representative of the City have been sent by such Authorized Representative. The City shall be responsible for ensuring that only Authorized Representatives transmit such Written Requests of the City to the Trustee and that the City is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt thereof by the City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Written Requests of the City delivered using Electronic Means notwithstanding such directions conflict or are inconsistent with a subsequent Written Request of the City. The City agrees (i) to assume all risks arising out of the use of Electronic Means to submit Written Requests of the City to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Written Requests of the City, and the risk of interception and misuse by third parties, (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Written Requests of the City to the Trustee and that there may be more secure methods of transmitting Written Requests of the City than the method selected by the City, (iii) that the security procedures, if any, to be followed in connection with its transmission of Written Requests of the City provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances, and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding the foregoing, the provisions of this subsection, and the Trustee's actions pursuant hereto, are subject to the Trustee's standard of care and limitations on liability set forth in Sections 8.03 and 8.04; provided, however, that the Trustee's reliance on a Written Request of the City that purports to have been sent by an Authorized Representative of the City delivered in accordance with this Section using Electronic Means shall not, in and of itself, be construed as negligence.
(c) The Trustee shall have the right to accept and act upon a Written Request of the Authority delivered using Electronic Means. If the Authority elects to deliver a Written Request of the Authority to the Trustee using Electronic Means and the Trustee acts upon such Written Request, the Trustee's understanding of such Written Request shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Written Request and that the Trustee shall conclusively presume that Written Requests of the Authority that purport to have been sent by an Authorized Representative of the Authority have been sent by such Authorized Representative. The Authority shall be responsible for ensuring that only Authorized Representatives transmit such Written Requests of the Authority to the Trustee and that the Authority is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt thereof by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Written Requests of the Authority delivered using Electronic Means notwithstanding such directions 36 4157-1998-5458.3
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conflict or are inconsistent with a subsequent Written Request of the Authority. The Authority agrees (i) to assume all risks arising out of the use of Electronic Means to submit Written Requests of the Authority to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Written Requests of the Authority, and the risk of interception and misuse by third parties, (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Written Requests of the Authority to the Trustee and that there may be more secure methods of transmitting Written Requests of the Authority than the method selected by the Authority, (iii) that the security procedures, if any, to be followed in connection with its transmission of Written Requests of the Authority provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances, and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding the foregoing, the provisions of this subsection, and the Trustee's actions pursuant hereto, are subject to the Trustee's standard of care and limitations on liability set forth in Sections 8.03 and 8.04; provided, however, that the Trustee's reliance on a Written Request of the Authority that purports to have been sent by an Authorized Representative of the Authority delivered in accordance with this Section using Electronic Means shall not, in and of itself, be construed as negligence.
(d) Whenever in the administration of the duties imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Authority or Written Certificate of the City, and such Written Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable. (e) The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, including with respect to compliance herewith of amendments hereto or to the Lease Agreement or the Ground Lease, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Section 8.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with prudent corporate trust industry standards, in which accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds, the Lease Revenues received by it and all funds and accounts established by it pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the City during regular business hours and upon reasonable notice and under reasonable circumstances as agreed to by the Trustee. The Trustee shall deliver to the Authority and the City a monthly accounting of the funds and accounts it holds under this Indenture; provided, however, that the Trustee shall not be obligated to deliver an accounting for any fund or account that (a) has a balance of zero, and (b) has not had any activity since the last reporting date.

Section 8.06. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during business hours and upon reasonable notice to the inspection of the Authority, the City, the Owners and their agents and representatives duly authorized in writing.

Section 8.07. Compensation and Indemnification of the Trustee. The City shall pay to the Trustee from time to time all reasonable compensation pursuant to a pre -approved fee letter for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting 37 4157-1998-5458.3
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fees pursuant to a pre -approved fee letter and other disbursements pursuant to a pre -approved fee letter and those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Indenture. The City shall, to the extent permitted by law, indemnify and save the Trustee and its officers, directors and employees harmless against any costs, suits, judgments, damages, liabilities, claims, expenses, including legal fees and expenses, and liabilities that it may incur in the exercise and performance of its powers and duties hereunder and under any related documents, including the enforcement of any remedies and the defense of any suit, and that are not due to its negligence or its willful misconduct. The duty of the City to indemnify the Trustee shall survive the resignation or removal of the Trustee and the discharge and satisfaction of this Indenture.

ARTICLE IX

SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures. (a) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners hereunder may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into when there are filed with the Trustee the written consents of the Owners of a majority of the aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 11.07 hereof. No such modification or amendment shall (i) extend the fixed maturity of any Bond, reduce the amount of principal thereof or the rate of interest thereon, extend the time of payment thereof or alter the redemption provisions thereof, without the consent of the Owner of each Bond so affected, (ii) permit any pledge of, or the creation of any lien on, security interest in or charge or other encumbrance upon the assets pledged under this Indenture prior to or on a parity with the pledge contained in, and the lien and security interest created by, this Indenture or deprive the Owners of the pledge contained in, and the lien and security interest created by, this Indenture, except as expressly provided in this Indenture, without the consent of the Owners of all of the Bonds then Outstanding, or (iii) modify or amend this Section without the prior written consents of the Owners of all Bonds then Outstanding.
(b) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners hereunder may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture or in regard to questions arising hereunder that the Authority or the City may deem desirable or necessary and not inconsistent herewith, provided that such modification or amendment does not materially adversely affect the rights or interests of the Owners hereunder; (iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of interest on the Tax -Exempt Bonds; and
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(iv) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Section 2.10 and Section 2.11 hereof; (v) in any other respect whatsoever as the Authority or the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the rights or interests of the Owners hereunder.
(c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority or the City), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

Section 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the City, the Trustee and the Owners shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the effective date of any Supplemental Indenture pursuant to this Article may and, if the Authority or the City so determines, shall bear a notation by endorsement or otherwise in form approved by the Authority and the City as to any modification or amendment provided for in such Supplemental Indenture and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date, and presentation of such Bond for such purpose at the Office of the Trustee, a suitable notation shall be made on such Bond. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the City, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date, and presentation of such Bond for such purpose at the Office of the Trustee, such a new Bond in equal principal amount of the same Series, interest rate and maturity shall be exchanged for such Owner's Bond so surrendered.

Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Owner from accepting any amendment or modification as to any particular Bond owned by it, provided that due notation thereof is made on such Bond.

ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Indenture. (a) If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners shall cease to be entitled to the pledge of the Lease Revenues and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority hereunder shall thereupon cease, terminate and become void and this Indenture shall be discharged and satisfied. In such event, the 39 4157-1998-5458.3
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Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto that are not required for the payment of the principal of and interest and premium, if any, on the Bonds. (b) Subject to the provisions of subsection (a) of this Section, when any Bond shall have been paid and if, at the time of such payment, each of the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by it or on its part on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bond and such Bond shall cease to be entitled to the pledge of the Lease Revenues and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City hereunder shall cease, terminate, become void and be completely discharged and satisfied as to such Bond. (c) Notwithstanding the discharge and satisfaction of this Indenture or the discharge and satisfaction of this Indenture in respect of any Bond, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non -presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of the Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the discharge and satisfaction of this Indenture, the obligation of the City to indemnify the Trustee pursuant to Section 8.07 shall remain in effect and be binding upon the City.

Section 10.02. Bonds Deemed to Have Been Paid. (a) If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bond and the payment of the interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (i) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.03 hereof, notice of redemption of such Bond on said redemption date, said notice to be given in accordance with Section 4.03 hereof, (ii) there shall have been deposited with the Trustee either (A) money in an amount which shall be sufficient, or (B) Defeasance Securities, the principal of and the interest on which when due, and without any reinvestment thereof, together with the money, if any, deposited therewith, will provide moneys that shall be sufficient to pay when due the interest to become due on such Bond on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bond, and (iii) in the event such Bond is not by its terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Owner of such Bond that the deposit required by clause (ii) above has been made with the Trustee and that such Bond is deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bond. Neither the money nor the Defeasance Securities deposited with the Trustee pursuant to this subsection in connection with the deemed payment of Bonds, nor principal or interest payments on any such Defeasance Securities, shall be withdrawn or used for any purpose other than, and shall be held in trust for and pledged to, the payment of the principal of and, premium, if any, and interest on such Bonds. 40 4157-1998-5458.3
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(b) No Bond shall be deemed to have been paid pursuant to clause (ii) of subsection (a) of this Section unless the Authority or the City shall have caused to be delivered to the Authority, the City and the Trustee (i) an executed copy of a Verification Report with respect to such deemed payment, addressed to the Authority, the City and the Trustee, in form and in substance acceptable to the Authority and the City, (ii) a copy of the escrow agreement entered into in connection with the deposit pursuant to clause (ii)(B) of subsection (a) of this Section resulting in such deemed payment, which escrow agreement shall be in form and in substance acceptable to the Authority, the City and the Trustee, which escrow agreement shall provide that no substitution of Defeasance Securities shall be permitted except with other Defeasance Securities and upon delivery of a new Verification Report and no reinvestment of Defeasance Securities shall be permitted except as contemplated by the original Verification Report or upon delivery of a new Verification Report, and (iii) a copy of an Opinion of Bond Counsel, dated the date of such deemed payment and addressed to the Authority, the City and the Trustee, in form and in substance acceptable to the Authority and the City, to the effect that such Bond has been paid within the meaning and with the effect expressed in this Indenture, this Indenture has been discharged in respect of such Bond and all agreements, covenants and other obligations of the Authority and the City hereunder as to such Bond have ceased, terminated, become void and been completely discharged and satisfied. (c) The Trustee may seek and is entitled to rely upon (i) an Opinion of Bond Counsel reasonably satisfactory to the Trustee to the effect that the conditions precedent to a deemed payment pursuant to clause (ii) of subsection (a) of this Section have been satisfied, and (ii) such other opinions, certifications and computations, as the Trustee may reasonably request, of accountants or other financial consultants concerning the matters described in subsection (b) of this Section.

Section 10.03. Unclaimed Moneys. Any moneys held by the Trustee in trust for the payment and discharge of the principal of, or premium or interest on, any Bond that remain unclaimed for two years after the date when such principal, premium or interest has become payable, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after the date when such principal, premium or interest become payable, shall, at the Written Request of the Authority, be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owner of such Bond shall look only to the Authority for the payment of such principal, premium or interest. The Trustee shall hold any such moneys uninvested.

ARTICLE XI

MISCELLANEOUS
Section 11.01. Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 11.02. Limitation of Rights. Nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any Person other than the Trustee, the Authority, the City and the Owners, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained, and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Trustee, the Authority, the City and the Owners.
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Section 11.03. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.04. Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other Section, subsection, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, subsections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

Section 11.05. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Authority: Indian Wells Public Financing Authority c/o City of Indian Wells
44-950 Eldorado Drive
Indian Wells, California 92210
Phone: (760) 346-2489
Attention: Finance Director
If to the City:

If to the Trustee:

City of Indian Wells
44-950 Eldorado Drive
Indian Wells, California 92210
Phone: (760) 346-2489
Attention: Finance Director
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by telecopier, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or (d) if given by any other means, upon delivery at the address specified in this Section.

Section 11.06. Evidence of Rights of Owners. (a) Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Owners may be in any number of 42 4157-1998-5458.3
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concurrent instruments of substantially similar tenor and shall be signed or executed by such Owners in Person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any Person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Authority, the City and the Trustee if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such request, consent or other instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. (c) The ownership of Bonds shall be proved by the Registration Books. (d) Any request, consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Authority, the City or the Trustee in accordance therewith or reliance thereon.

Section 11.07. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds that are actually known by the Trustee to be owned or held by or for the account of the Authority or the City or any other obligor on the Bonds, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, however, that if 100% of the Bonds are so owned or held, such Bonds shall be deemed to be Outstanding. Bonds so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority shall specify in a Written Certificate of the Authority delivered to the Trustee that Bonds, if any, are, as of the date of such Written Certificate, owned or held by or for the account of the Authority.

Upon request of the Trustee, the City shall specify in a Written Certificate of the City delivered to the Trustee that Bonds, if any, are, as of the date of such Written Certificate, owned or held by or for the account of the City.

Section 11.08. Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.09. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with prudent corporate trust industry standards to the extent practicable, and with due regard for the 43 4157-1998-5458.3
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requirements hereof and for the protection of the security of the Bonds and the rights of every Owner thereof. The Trustee may establish any such additional funds or accounts as it deems necessary to perform its obligations hereunder.

Section 11.10. Business Days. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Indenture and, unless otherwise specifically provided in this Indenture, no interest shall accrue for the period from and after such nominal date
Section 11.11. Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the Authority or the City from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.

Section 11.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this Indenture shall constitute evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 11.13. Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution, authentication, issuance and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any Person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.14. Governing Laws. This Indenture and the Bonds shall be construed and governed in accordance with the laws of the State.

Section 11.15. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Indenture may be conducted by electronic means. Each party agrees, and acknowledges that it is such party's intent, that if such party signs this Indenture using an electronic signature, it is signing, adopting, and accepting this Indenture and that signing this Indenture using an electronic signature is the legal equivalent of having placed its handwritten signature on this Indenture on paper.

Each party acknowledges that it is being provided with an electronic or paper copy of this Indenture in a usable format.

Section 11.16. Execution in Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 44 4157-1998-5458.3
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IN WITNESS WHEREOF, the Authority has caused this Indenture to be signed in its name by its representative thereunto duly authorized, the City has caused this Indenture to be signed in its name by its representative thereunto duly authorized and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

INDIAN WELLS FINANCING

AUTHORITY
By:

I- 1
ATTEST:

L]
APPROVED AS TO FORM:

CITY OF INDIAN WELLS
By:
f 1
ATTEST:

L]
APPROVED AS TO FORM:

I- 1
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:

I- 1
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EXHIBIT A

PERMITTED INVESTMENTS
"Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein (provided that the Trustee shall be entitled to rely upon any investment direction from the City as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State and constitute Permitted Investments), but only to the extent that the same are acquired at Fair Market Value:
(a) Defeasance Securities;
(b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: Export -Import Bank, Farm Credit System Financial Assistance Corporation, Rural Economic Community Development Administration (formerly Farmers Home Administration), General Services Administration, U.S. Maritime Administration, Small Business Administration, Government National Mortgage Association, U.S. Department of Housing & Urban Development, Federal Housing Administration and Federal Financing Bank; (c) direct obligations for any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: senior debt obligations rated "Aaa" by Moody's and "AAA" by S&P issued by Fannie Mae or Federal Home Loan Mortgage Corporation (FHLMC); obligations of the Resolution Funding Corporation (REFCORP); and senior debt obligations of the Federal Home Loan Bank System;
(d) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of A-1 or A-1+ by S&P and P-1 by Moody's, or which deposit accounts are collateralized by Federal Securities for amounts above FDIC insurance limits and maturing no more than 360 days after the date of purchase, including those of the Trustee or its affiliates; (e) commercial paper which is rated at the time of purchase in the single highest classification, A-1+ by S&P and P-1 by Moody's and which matures not more than 270 days after the date of purchase;
(f) investments in a money market fund rated AAAm or AAAm-G or better by S&P, excluding such funds with a floating net asset value but including funds for which the Trustee or its affiliates provide investment advisory or other management services; (g) investments in the Local Agency Investment Fund (established under Section 16429.1 of the California Government Code), provided that such investment is held in the name and to the credit of the Trustee, and provided further that the Trustee may restrict such investment if required to keep moneys available for the purposes of the Indenture;
(h) shares in a State of California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended;
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(i) U.S. dollar denominated deposit accounts, federal funds, certificates of deposit (including those placed by a third party pursuant to a separate agreement between the District and the Trustee), trust funds, trust accounts, other deposit products, overnight bank deposits, interest bearing deposits, interest bearing money market accounts and banker's acceptances with domestic commercial banks, which may include the Trustee, its parent holding company, if any, and their affiliates, which have a rating on their short term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank or (ii) which are fully insured by the Federal Deposit Insurance Corporation; and
(j) any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based on the escrow, in the highest rating category of S&P and Moody's or (ii)(A) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or Federal Securities, which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, in such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which fund is sufficient, as verified by an Independent Accountant and with the prior approval of S&P, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate.

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EXHIBIT B

FORM OF BOND
No. R -

INDIAN WELLS FINANCING AUTHORITY
LEASE REVENUE BONDS ([SOLAR ENERGY PROJECT]), SERIES 2022 Interest Rate Maturity Date Dated Date CUSIP
April 1, 20 , 2022
REGISTERED OWNER:

PRINCIPAL AMOUNT:

The Indian Wells Financing Authority (the "Authority") hereby promises to pay, solely from the sources hereinafter described, to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on April 1 and October 1 in each year, commencing 1, 20_ (the "Interest Payment Dates"), until payment of such Principal Amount in full.

This Bond is one of a series of a duly authorized issue of bonds designated "Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022" (the "Bonds") in the aggregate principal amount of $ . The Bonds are issued pursuant to the Indenture, dated as of 1, 2022 (the "Indenture"), by and among the Authority (the "Authority"), the City of Indian Wells (the "City") and U.S. Bank National Association, as trustee (the "Trustee"), and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Indenture, Additional Bonds may be issued by the Authority payable from Lease Revenues as provided in the Indenture on a parity with the Series 2022 Bonds. The Series 2022 Bonds and any Additional Bonds are collectively referred to as the "Bonds." The Indenture is entered into, and this Bond is issued under, the Marks -Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code (the "Act") and the laws of the State of California. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture.

Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record B-1
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Date. Notwithstanding the foregoing, interest on any Bond that is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

The Bonds are special obligations of the Authority, payable, as provided in the Indenture, solely from Lease Revenues and the other assets pledged therefor thereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds. The Lease Revenues consist of all Base Rental Payments payable by the City pursuant to the Lease Agreement, including any prepayments thereof, any Net Proceeds and any amounts received by the Trustee as a result of or in connection with the Trustee's pursuit of remedies under the Lease Agreement upon a Lease Default Event.

The Series 2022 Bonds are not secured by the Reserve Fund or any Reserve Account and the Reserve Requirement with respect to the Series 2022 Bonds is zero.

Pursuant to and as more particularly provided in the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act, the Authority pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Lease Revenues and any other amounts held in the Payment Fund. Said pledge constitutes a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the Authority, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, the Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act.

The Series 2022 Bonds are subject to redemption on the dates, at the Redemption Prices and pursuant to the terms set forth in the Indenture. Notice of redemption of any Bond or any portion thereof shall be given as provided in the Indenture.

The Series 2022 Bonds are issuable as fully -registered Bonds without coupons in Authorized Denominations ($5,000 and integral multiples thereof).

Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person's duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be so surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series and maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series and maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

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The Indenture and the rights and obligations of the Authority, the City the Trustee and the Owners may be modified or amended in the manner, to the extent, and upon the terms provided in the Indenture.

The Indenture contains provisions permitting the Authority to make provision for the payment of the principal of and the interest and premium, if any, on any of the Bonds so that such Bonds shall no longer be deemed to be Outstanding under the terms of the Indenture.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its representative thereunto duly authorized, attested by the manual or facsimile signature of the Secretary of the Authority, all as of the Dated Date identified above.

INDIAN WELLS FINANCING

AUTHORITY
By:
[Chairperson]
ATTEST:

Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date:

U.S. BANK NATIONAL ASSOCIATION, AS

TRUSTEE
By:

Authorized Signatory
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ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is , the within -mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Note: Signature guarantee shall be made by a guarantor
institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program
acceptable to the Trustee.

Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.

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ATTACHMENT #5
Stradling Yocca Carlson & Rauth
Draft of 12/21/21

INDIAN WELLS FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022
(SOLAR AND INFRASTRUCTURE PROJECTS)

BOND PURCHASE AGREEMENT
, 2022
Indian Wells Financing Authority
c/o City of Indian Wells
44-950 El Dorado Drive
Indian Wells, California 92210
Attention: Executive Director
City of Indian Wells
44-950 El Dorado Drive
Indian Wells, California 92210
Attention: Finance Director
Ladies and Gentlemen:

The undersigned, UBS Financial Services Inc. (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with Exhibit A and Exhibit B, is referred to as the "Purchase Agreement") with the Indian Wells Financing Authority (the "Authority") and the City of Indian Wells, California (the "City"), which, upon the acceptance of the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to acceptance by the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., Pacific Standard Time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to the acceptance hereof by the Authority and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture dated as of 1, 2022 (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee").

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the Indian Wells Financing Authority Lease Revenue Bonds, Series 2022 (Solar and Infrastructure Projects) in the aggregate principal amount of $ (the "Bonds"). The Bonds will be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on April 1 and October 1 in each year, commencing 1, 20 and will mature, bear interest and be subject to redemption prior to maturity as set forth in Exhibit A hereto. The purchase price for the Bonds shall be equal to $ (being the aggregate principal amount thereof [plus][less] a [net] original issue [premium][discount] of $ less an underwriter's discount of $ ).
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Section 2. The Bonds. The Bonds shall be secured by a pledge of revenues consisting primarily of base rental payments ("Base Rental Payments") to be paid by the City pursuant to the Lease Agreement, dated as of 1, 2022 (the "Lease"), by and between the City and the Authority. The Authority's right to receive the Base Rental Payments due under the Lease and to exercise remedies upon default under such Lease shall be assigned to the Trustee for the benefit of the owners of the Bonds pursuant to the Indenture.

The Bonds shall be as described in, and shall be secured under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority, the City and the Underwriter.

The proceeds of the Bonds shall be used: (i) finance certain energy efficiency projects and other infrastructure projects; (ii) [fund capitalized interest on the Bonds through and including October 1, 20_;] and (iii) to pay the costs of issuance of the Bonds.

The Bonds, this Purchase Agreement, the Indenture, the Lease, the Ground Lease, dated as of 1, 2022 (the "Ground Lease"), by and between the Authority and the City, and the resolution of the Authority authorizing the issuance of the Bonds and the execution and delivery of the Authority Documents (hereinafter defined) are collectively referred to herein as the "Authority Documents."
This Purchase Agreement, the Continuing Disclosure Agreement, dated as of 1, 2022 (the "Continuing Disclosure Agreement"), by and between the City and Willdan Financial Services, as Dissemination Agent thereunder, the Lease, the Ground Lease and the resolution of the City authorizing the execution and delivery of the City Documents (hereinafter defined) are collectively referred to herein as the "City Documents." Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The City and the Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's -length commercial transaction between the City and the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of The Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City of Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City and the Authority; and (v) the City and Authority have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.
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(b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (as defined below) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor, Columbia Capital Management, LLC (the "Municipal Advisor") and any notice or report to be provided to the Authority may be provided to the Authority's Municipal Advisor.
(c) [Except as otherwise set forth in Exhibit A attached hereto,] the Authority will treat the first price at which 10% of each maturity of the Bonds (the "10% test"), identified under the column "10% Test Used" in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (d) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i)
the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.] 3 482

(e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) "public" means any person other than an underwriter or a related party;
(ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other)[; and (iv) "sale date" means the date of execution of this Purchase Agreement by all parties].

Section 4. The Official Statement. By its acceptance of this proposal, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated , 2022 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "Preliminary Official Statement") that authorized officers of the City deemed "final" as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for certain information permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the "Official Statement") in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the "MSRB").

The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees: (i) to provide the Authority and the City with final pricing information on the Bonds on a timely basis; and (ii) to promptly file a copy of the Official Statement, including any supplements prepared by the Authority or the City with the MSRB at 4 483

http://emma.msrb.org . The Authority and the City hereby approve of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds.

The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:30 a.m., Pacific Standard Time, on , 2022, or at such other time or date as the Authority and the Underwriter agree upon (the "Closing Date"), the Authority shall deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the Underwriter under DTC's FAST procedures. Concurrently with the delivery of the Bonds, the Authority and the City will deliver the documents hereinafter mentioned at the offices of Orrick Herrington & Sutcliffe, LLP, Los Angeles, California ("Bond Counsel"), or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing." The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority and the City acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book -entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is a public body, duly organized and existing under the Constitution and laws of the State of California (the "State"), including Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "JPA Act") and the Joint Exercise of Powers Agreement, dated as of January 16, 2003 (the "JPA Agreement"), by and between the City and the former Redevelopment Agency of the City of Indian Wells. (b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action, the Authority has duly authorized and approved the Authority Documents, has duly authorized and approved the Preliminary Official Statement, will, by execution thereof, duly authorize and approve the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganisation, moratorium or similar laws or equitable principles relating to or affecting creditors' 5 484

rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents. (d) To the best of its knowledge, the Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority's part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
(e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained.
(f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date twenty-five (25) days following the end of the underwriting period (as defined herein), the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service 6 485

of process upon the Authority having been accomplished, or threatened in writing to the Authority:
(i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Base Rental Payments with respect to the Lease or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority's knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(g).
(i) The information in the Official Statement set forth under the caption "THE AUTHORITY" does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(j) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.
(k) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Base Rental Payments while the Bonds are Outstanding, and the Authority will collect the Base Rental Payments in accordance with the Lease. (1) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is a municipal corporation duly organized and existing under and by virtue of the laws of the State.
(b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents.
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(c) By all necessary official action, the City has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. (d) To the best of its knowledge, the City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance with the provisions on the City's part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and 8 487

the Official Statement do not and will not contain and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions "THE AUTHORITY" and "UNDERWRITING" and information regarding DTC and its book -entry only system, as to which no view is expressed). (g) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Base Rental Payments with respect to the Lease or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds, or the City Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation, or contesting the powers of the Authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; and (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) To the City's knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 7(h). (j) Until the date which is twenty-five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter's reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term "end of the underwriting period" means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be 9 488

written notice delivered to the Underwriter at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period." (k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12, to provide annual reports or notices of material events specified in such rule.
(1) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.
(m) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2021 attached as Appendix B to the Official Statement fairly represent the receipts, expenditures and cash balances of the City. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2021 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result m any such materially adverse change.
(n) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Agreement and the other City Documents, to provide annual reports and notices of certain events, if material. A description of this undertaking is set forth in Appendix D to the Preliminary Official Statement and will also be set forth in the Official Statement. (o) Except in connection with the issuance of refunding bonds pursuant to the terms of the Indenture or as permitted under the Lease due to damage, destruction, or substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof, the City will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Base Rental Payments while the Bonds are Outstanding, and the City will pay the Base Rental Payments in accordance with the Lease.
(p) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Authority as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions:
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(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, Authority Documents, or any other agreement or document pursuant to which any of the City's financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would materially adversely impact the ability of the City to pay the Base Rental Payments.
(d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement:
(i) any event shall occur which makes untrue any material statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or
(ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority or the City, or the interest on or with respect to bonds or notes (including the Bonds); or
11 490

(iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or
(iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or
(vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the general suspension of trading on any national securities exchange; or
(viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is materially adverse such as to make it, in the sole judgment of the Underwriter, impractical or inadvisable to proceed with the purchase or delivery of the Bonds as contemplated by the Official Statement (exclusive of any amendment or supplement thereto); or (ix) any rating of the Bonds or the rating of any obligations of the City secured by the City's general fund shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(x) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(h).
12 491

(e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) Resolution No. adopted on January 6, 2022 relating to the Bonds and authorizing the execution and delivery of the Bonds and the Authority Documents and the Official Statement signed by an authorized official of the Authority; (ii) Resolution No. adopted on January 6, 2022 relating to the Bonds and authorizing the execution and delivery of the City Documents and the delivery of the Bonds and the Official Statement signed by an authorized official of the City; (iii) The City Documents and the Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) The approving opinion of Bond Counsel dated the Closing Date and addressed to the Authority and the City, in substantially the form attached as Appendix F to the Official Statement, and a reliance letter thereon addressed to the Underwriter; (v) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that:
(A) the statements in the Official Statement under the captions "THE BONDS," "SECURITY AND SOURCES OF PAYMENT," and "TAX MATTERS," and in Appendix C —"DEFINITIONS AND SUMMARY PRINCIPAL LEGAL DOCUMENTS" and Appendix F —"PROPOSED FORM OF OPINION OF BOND COUNSEL" relating to the Bonds, excluding any material that may be treated as included under such captions by cross-reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the City Documents, the Authority Documents or set out the form and content of Bond Counsel's final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects;
(B) The Purchase Agreement and the Continuing Disclosure Agreement have been duly executed and delivered by and constitute valid and binding obligations of the City and the Authority, as applicable, except that the rights and obligations under the Purchase Agreement and the Continuing Disclosure Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors' rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution, liquidated damages, penalty (including any remedy deemed to constitute or to have the effect of a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions contained in the foregoing documents;
(C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and
13 492

(vi) The Official Statement, executed on behalf of the Authority and the City, and the Preliminary Official Statement;
(vii) Evidence that the ratings the Bonds are as described in the Official Statement;
(viii) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that:
(i) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (ii) to the best of such officer's knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) to the best of its knowledge after reasonable investigation, the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority's ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City, and the City has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the Closing Date; (ii) to the best of such officer's knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information in the Official Statement under the captions "THE AUTHORITY" and "UNDERWRITING" and information regarding DTC and its book entry only system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) to the best of its knowledge after reasonable investigation, the City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Lease) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City's ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;
14 493

(x) An opinion dated the Closing Date and addressed to the Underwriter, of Best Best & Krieger, Indian Wells, California, as special counsel to the Authority, to the effect that:
(A) The Authority is a public body, organized and existing under the Constitution and laws of the State, including the JPA Act and the JPA Agreement; (B) Resolution No. relating to the Bonds has been duly
adopted by the Authority, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption;
(C) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the collection of Base Rental Payments with respect to the Lease or the repayment of the Bonds or in any way contesting or affecting the validity of the Authority Documents or contesting the authority of the Authority to enter into or perform its obligations under any of the Authority Documents;
(D) To the best of such counsel's knowledge, the execution and delivery of the Authority Documents and the issuance of the Bonds and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; and (xi) an opinion dated the Closing Date and addressed to the Underwriter, of Best Best & Krieger, Indian Wells, California, as special counsel to the City, to the effect that:
(A) The City is a municipal corporation, duly organized and existing under and by virtue of the laws of the State;
(B) Resolution No. relating to the Bonds has been duly
adopted by the City Council, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption;
(C) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Base Rental Payments or the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or which, in any manner, questions the right of the City to pay the Base Rental Payments under the Lease;
15 494

(D) To the best of such counsel's knowledge the execution and delivery of the City Documents and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; and
(xii) An opinion of Best Best and Krieger, Riverside, California, in its capacity as Disclosure Counsel, dated the Closing Date and addressed to the Authority, the City and the Underwriter, to the effect that, based upon the information made available to them in the course of their participation in the preparation of the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Official Statement, and having made no independent investigation or verification thereof, and stated as a matter of fact and not opinion that, during the course of its representation of the Authority on this matter, no facts came to the attention of the attorneys in its firm rendering legal services in connection with the Official Statement which caused them to believe that the Official Statement, as of its date (except any CUSIP numbers, financial, accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, management discussion and analysis, environmental litigation, environmental matters, information relating to The Depository Trust Company and its book -entry system, and Appendices B, E and G thereto, included or referred to therein, which shall be expressly excluded from the scope of this paragraph and as to which such firm will express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(xiii) An opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Underwriter, in form and substance satisfactory to the Underwriter; (xiv) An opinion of counsel to the Trustee, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel;
(xv) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee in form and substance satisfactory to the Underwriter; (xvi) The preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code; (xvii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book -entry system; (xviii) The tax and nonarbitrage certificate of the Authority and the City in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter; (xix) A certificate, dated the date of the Preliminary Official Statement, of the City, as required under Rule 15c2-12;
16 495

(xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority, as required under Rule 15c2-12;
(xxi) Reserved.
(xxii) Reserved.
(xxiii) Reserved.
(xxiv) Certified copies of the JPA Agreement and all amendments thereto and related certificates issued by the Secretary of State of the State; (xxv) A copy of a CLTA title insurance policy in an amount equal to the principal amount of the Bonds, insuring the City's leasehold interest in the leased property, subject only to Permitted Encumbrances (as defined in the Lease); (xxvi) Certificates, dated the Closing Date, regarding compliance with the insurance requirements of the Lease;
(xxvii) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Indenture and the authentication and delivery of the Bonds by the Trustee; and
(xxviii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 9. Changes in Official Statement. After the Closing, neither the Authority nor the City will adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the "end of the underwriting period" (as defined in Rule 15c2-12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the "end of the underwriting period" will be the Closing Date.

Section 10. Expenses. The Authority or the City will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to (a) the cost of the preparation and printing or other reproduction of the Authority Documents and the City Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor and any other experts or other consultants retained by the Authority or the City; 17 496

(c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the Closing Date; (f) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof; (g) the costs associated with print advertisements regarding the offering of the Bonds; (h) the costs associated with any requested investor presentations; (i) the Underwriter's out-of-pocket expenses (included in the expense component of the Underwriter's discount) incurred by the Underwriter on behalf of the City's employees which are incidental to implementing this Purchase Agreement. All out-of-pocket expenses of the Underwriter incident to the performance of the Underwriter's obligations hereunder, including the California Debt and Investment Advisory Commission fee, fees of Underwriter's counsel and other expenses (except as provided above), shall be paid by the Underwriter from the Underwriter's discount; and certain such expenses may be included in the expense component of the Underwriter's discount. Notwithstanding that the California Debt and Investment Advisory Commission fee is solely the obligation of the Underwriter, the Authority agrees to reimburse the Underwriter for such fee.

Section 11. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to UBS Financial Services Inc., 515 South Flower Street, Suite 5000, Los Angeles, California 90071, Attention:

Shawn Dralle, Executive Director. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given the Authority under this Purchase Agreement may be given by delivering the same in writing to the Indian Wells Financing Authority, c/o City of Indian Wells, 44-950 El Dorado Drive, Indian Wells, California 92210, Attention: Finance Director. Any notice or communication to be given the City under this Purchase Agreement may be given by delivering the same in writing to the City of Indian Wells, 44- 950 El Dorado Drive, Indian Wells, California 92210, Attention: Finance Director.

Section 12. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 14. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 18 497

Section 15. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

UBS FINANCIAL SERVICES INC.

By:

Title: Executive Director
By:

Title: Executive Director
Accepted as of the date first stated above:

CITY OF INDIAN WELLS
By:

Its: Finance Director
Time of Execution: a.m./p.m. Pacific Time

CITY OF INDIAN WELLS FINANCING AUTHORITY
By:

Its: Executive Director
Time of Execution: a.m./p.m. Pacific Time
19 498

EXHIBIT A

INDIAN WELLS FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022
(SOLAR AND INFRASTRUCTURE PROJECTS)

MATURITY SCHEDULE
Maturity
Date Principal Initial Offering
(April 1) Amount Interest Rate Price
c Priced to first optional redemption date of April 1, 20 at par. * Term Bond.

A
A-1
10% Test Used
Hold the
Offering Price
Rule Used
499

EXHIBIT B

INDIAN WELLS FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022
(SOLAR AND INFRASTRUCTURE PROJECTS)

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of UBS Financial Services Inc. ("UBS") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds").

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. [Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) UBS offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated , 2022, by and among UBS, the City of Indian Wells, California and the Issuer, UBS has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule.

Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities."
(b) [Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ( , 2022), or (ii) the date on which UBS has sold at least 10% of such Hold -the - Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity.]
(d) Issuer means the Indian Wells Financing Authority.

B-1
500

(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) [Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2022.] (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents UBS's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe, LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

UBS FINANCIAL SERVICES INC.

By:

Name:

Dated: , 2022
B-2
501

SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES]
(Attached)
B-3
502

[SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)]
B-4
503

ATTACHMENT #6

CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE (this "Disclosure Certificate"), dated as of , 2022, is executed and delivered by the City of Indian Wells (the "City").

WHEREAS, pursuant to the Indenture, dated as of 1, 2022 (the "Indenture"), by and among the Indian Wells Financing Authority (the "Authority"), the City and U.S. Bank National Association, as trustee (the "Trustee"), the Authority has issued $ aggregate principal amount of its Indian Wells Financing Authority Lease Revenue Bonds (Solar Project), Series 2022 (the "Bonds"); WHEREAS, the Bonds are payable from the base rental payments to be made by the City under the Lease Agreement, dated as of 1, 2022, by and between the City, as lessee, and the Authority, as lessor; and
WHEREAS, this Disclosure Certificate is being executed and delivered by the City for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Underwriter of the Bonds in complying with Securities and Exchange Commission Rule 15c2 -12(b)(5); NOW, THEREFORE, the City covenants as follows:

Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Disclosure Certificate have the meanings herein specified. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 2 and 3 hereof.
"Annual Report Date" means the date in each year that is nine months after the end of the City's fiscal year, which date, as of the date of this Disclosure Certificate, is April 1. "Dissemination Agent" means the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. "Financial Obligation" means (a) a debt obligation of the City, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation of the City, or (c) a guarantee of (i) a debt obligation of the City, or (ii) a derivative instrument described in clause (b), above; provided, however, that the term "Financial Obligation" shall not include "municipal securities" (as such term is defined in the Securities Exchange Act of 1934, as amended) as to which a "final official statement" (as such term is defined in the Rule) has been provided to the MSRB consistent with the Rule. "Listed Events" means any of the events listed in Section 4(a) or (b) hereof. "MSRB" means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http: //emma. m srb. org.
"Official Statement" means the Official Statement, dated , 2022 (including all exhibits or appendices thereto), relating to the offering and sale of Bonds. "Participating Underwriter" means the original Underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.
1 26529.00058\34638948.1
504

"Rule" means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time -to -time.

Section 2. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to provide to the MSRB an Annual Report which is consistent with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing with the report for the 2021-22 fiscal year. The Annual Report may include by reference other information as provided in Section 3 hereof; provided, however, that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City's fiscal year changes, it shall, or it shall instruct the Dissemination Agent to, give notice of such change in a filing with the MSRB.
(b) During any period in which the City is the Dissemination Agent, the City shall file each Annual Report with the MSRB not later than the Annual Report Date for such Annual Report. (c) During any period in which the City is not the Dissemination Agent (i) the City shall, not later than 15 Business Days prior to each Annual Report Date (a), provide to the Dissemination Agent the Annual Report to be filed not later than such Annual Report Date, (ii) the Dissemination Agent shall (A) not later than such Annual Report Date, file such Annual Report received by it with the MSRB, as provided herein, and (B) file a report with the City certifying that such Annual Report has been filed with the MSRB pursuant to this Disclosure Certificate and stating the date such Annual Report was so filed. (d) If the City is unable to file, or cause the Dissemination Agent to file, an Annual Report with the MSRB by the Annual Report Date for such Annual Report, the City shall, in a timely manner, file or cause to be filed with the MSRB, a notice in substantially the form attached as Exhibit A.

Section 3. Content of Annual Reports. The City's Annual Report shall contain or include by reference the following:
(a) Audited fmancial statements of the City for the preceding fiscal year, prepared in accordance with the generally accepted auditing standards for municipalities in the State of California. If the City's audited financial statements are not available by the time the Annual Report is required to be provided to the MSRB pursuant to Section 2(a) hereof, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be provided to the MSRB in the same manner as the Annual Report when such audited financial statements become available.
(b) To the extent not included in the audited financial statements of the City, the Annual Report shall include the principal amount of Bonds Outstanding as of the January 2 next preceding the Annual Report Date.
(c) To the extent not included in the audited financial statements of the City, the Annual Report shall include the following items, providing financial and operating data (as of the end of the preceding fiscal year) substantially similar to that provided in the corresponding tables and charts in the Official Statement:
(i) City Principal Property Taxpayers;
(ii) City Assessed Value of Taxable Property;
(iii) City Property Tax Rates, Secured Levies, and Collections and Delinquencies; (iv) City Tax Revenues by Source;
(v) City General Fund Balance Sheet;
2 26529.00058\34638948.1
505

(vi) City General Fund Statement of Revenues and Expenditures; (vii) City Statement of Overlapping Debt;
(viii) Information in the Official Statement under the captions "CITY OF INDIAN WELLS FINANCES — Retirement System" and "— Other Postemployment Benefits"; and (ix) Summary of City's current fiscal year's investments most recently completed and accepted by City Council, including types and amounts of investments, return on investments, average yield of investments and market value of investments.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities that have been made available to the public on the MSRB website. The City shall clearly identify each such other document so included by reference.

Section 4. Reporting of Listed Events. (a) Pursuant to the provisions of this Section, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not later than ten business days after the occurrence of the event:
(i) principal and interest payment delinquencies;
(ii) unscheduled draws on debt service reserves reflecting financial difficulties; (iii) unscheduled draws on credit enhancements reflecting financial difficulties; (iv) substitution of credit or liquidity providers or their failure to perform; (v) adverse tax opinions or issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); (vi) tender offers;
(vii) defeasances;
(viii) rating changes;
(ix) bankruptcy, insolvency, receivership or similar event of the City; and (x) Default, event of acceleration, teiuunation event, modification of terms or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.

For purposes of the event identified in paragraph (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.
(b) Pursuant to the provisions of this Section, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not later than ten business days after the occurrence of the event:
3 26529.00058\34638948.1
506

(i) unless described in paragraph (v) of subsection (a) of this Section, other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; (ii) modifications to rights of Owners;
(iii) optional, unscheduled or contingent bond calls;
(iv) release, substitution or sale of property securing repayment of the Bonds; (v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; (vii) appointment of a successor or additional Trustee or the change of name of a Trustee; and
(viii) Incurrence of a Financial Obligation, or agreement to covenants, events of default, remedies, priority rights or other similar terms of a Financial Obligation, any of which affect holders of the Bonds.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event described in subsection (b) of this Section, the City shall determine if such event would be material under applicable Federal securities laws.
(d) Whenever the City obtains knowledge of the occurrence of a Listed Event described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section would be material under applicable Federal securities laws, the City shall file, or shall cause the Dissemination Agent to file, within ten business days of such occurrence, a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in paragraph (iii) of subsection (b) of this Section need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.

Section 5. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Certificate must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

Section 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall teiiiunate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give, or, if the City is not the Dissemination Agent, cause the Dissemination Agent to give, notice of such termination in a filing with the MSRB.

Section 7. Dissemination Agent. The City may, from time -to -time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the City. If at any time there is not any other designated Dissemination Agent, the City shall be the Dissemination Agent. 4 26529.00058\34638948.1
507

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Section 2(a), Section 3 or Section 4(a) or (b) hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by the Owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Certificate, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice required to be filed pursuant to this Disclosure Certificate.

Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate; provided, that any such action may be instituted only in Superior Court of the State of California in and for the County of Riverside or in U.S. City Court in or nearest to the County of Riverside. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate. The City covenants that, if a Dissemination Agent other than the City has been appointed pursuant to Section 7 hereof, the City will indemnify and save such Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to such Dissemination Agent's negligence or willful misconduct. 5 26529.00058\34638948.1
508

The obligations of the City under this Section shall survive resignation or removal of such Dissemination Agent and payment of the Bonds.

Section 12. Electronic Signature. The City acknowledges that the transaction consisting of this Disclosure Certificate may be conducted by electronic means. The City agrees, and acknowledges that it is its intent, that by signing this Disclosure Certificate using an electronic signature, it is signing, adopting, and accepting this Disclosure Certificate and that signing this Disclosure Certificate using an electronic signature is the legal equivalent of having placed its handwritten signature on this Disclosure Certificate on paper. The City acknowledges that it is being provided with an electronic or paper copy of this Disclosure Certificate in a usable format.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the Owners and Beneficial Owners from time -to - time of the Bonds, and shall create no rights in any other person or entity.

CITY OF INDIAN WELLS
By:

Finance Director
ATTEST:

City Clerk
6 26529.00058\34638948.1
509

Name of Issuer:

Name of Issue:

Date of Issuance:

EXHIBIT A

FORM OF NOTICE OF FAILURE TO FILE ANNUAL REPORT
Indian Wells Financing Authority
Indian Wells Financing Authority Lease Revenue Bonds
(Solar and Infrastructure Projects), Series 2022
, 2022
NOTICE IS HEREBY GIVEN that the City of Indian Wells (the "City") has not provided an Annual Report with respect to the above -named Bonds as required by Section 2 of the Continuing Disclosure Certificate, dated as of , 2022, executed and delivered by the City. [The City anticipates that the Annual Report will be filed by .]
Dated:

CITY OF INDIAN WELLS
By:

A-1
26529.00058\34638948.1
510

ATTACHMENT #7

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PRELIMINARY OFFICIAL STATEMENT DATED
NEW ISSUE RATING: Standard & Poor's: " "
BOOK -ENTRY ONLY (See "RATING" herein)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2022 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2022 Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of or the amount, accrual or receipt of interest on, the 2022 Bonds. See "TAX MATTERS."

INDIAN WELLS FINANCING AUTHORITY

LEASE REVENUE BONDS
(SOLAR AND INFRASTRUCTURE PROJECTS)
SERIES 2022
Dated: Date of Delivery Due: April 1, as shown on inside cover The Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (the "2022 Bonds") are being issued pursuant to an Indenture, dated as of 1, 2022 (the "Indenture"), by and among the Indian Wells Financing Authority (the "Authority"), the City of Indian Wells (the "City") and U.S. Bank National Association, as trustee (the "Trustee"). The 2022 Bonds are payable from base rental payments (the "Base Rental Payments") to be made by the City for use of certain real property (the "Property") pursuant to a Lease Agreement, dated as of 1, 2022 (the "Lease Agreement"), by and between the City, as lessee, and the Authority, as lessor. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2022 BONDS" herein. The 2022 Bonds are being issued to provide funds to (i) finance a portion of the costs of the construction and installation of certain capital improvements to improve energy efficiency of City facilities known as the "Solar Project," together with other capital improvement projects of the City, as further described herein, and (ii) pay the costs incurred in connection with the issuance of the 2022 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF FINANCE" herein. The City has covenanted under the Lease Agreement to make all Base Rental Payments provided for therein, to include all such payments as a separate line item in its annual budgets, and to make all the necessary annual appropriations for such Base Rental Payments. The City's obligation to make Base Rental Payments is subject to abatement during any period in which there is substantial interference with the City's right to use and occupy any portion of the Property. See "RISK FACTORS — Abatement" herein.

The 2022 Bonds are being issued in fully registered book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the 2022 Bonds is payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2022. Purchasers will not receive certificates representing their interest in the 2022 Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of, and premium, if any, and interest on the 2022 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the 2022 Bonds. See APPENDIX D — "BOOK -ENTRY ONLY SYSTEM" attached hereto.

The Authority may issue Additional Bonds payable from Base Rental Payments. The 2022 Bonds and any Additional Bonds are collectively referred to herein as the "Bonds.

The 2022 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption from condemnation award or insurance proceeds prior to maturity as described herein. See "THE 2022 BONDS — Redemption" herein.

THE BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE, AS PROVIDED IN THE INDENTURE, SOLELY FROM LEASE REVENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE FAITH AND

CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. THE LEASE REVENUES CONSIST OF ALL BASE RENTAL PAYMENTS

PAYABLE BY THE CITY PURSUANT TO THE LEASE AGREEMENT, INCLUDING ANY PREPAYMENTS THEREOF, ANY NET

PROCEEDS AND ANY AMOUNTS RECEIVED BY THE TRUSTEE AS A RESULT OF OR IN CONNECTION WITH THE TRUSTEE'S PURSUIT OF REMEDIES UNDER THE LEASE AGREEMENT UPON A LEASE DEFAULT EVENT. THE AUTHORITY HAS NO TAXING POWER.

THE OBLIGATION OF THE CITY TO MAKE THE RENTAL PAYMENTS, INCLUDING THE BASE RENTAL PAYMENTS, DOES

NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IN

CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN

OBLIGATION FOR WHICH THE CITY OR THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION.

This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire official statement to obtain information essential to the making of an informed investment decision.

The 2022 Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel to the Authority and certain other conditions. Certain legal matters will be passed on for the Authority and the City by Best Best & Krieger LLP, Indian Wells, California, City Attorney of the City, and by Best Best & Krieger LLP, Riverside, California, as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California It is anticipated that the 2022 Bonds in definitive form will be available for delivery through the facilities of DTC on or about , 2022.

Dated:

UBS
* Preliminary, subject to change.
511

INDIAN WELLS FINANCING AUTHORITY

LEASE REVENUE BONDS
(SOLAR AND INFRASTRUCTURE PROJECTS)
SERIES 2022

MATURITY SCHEDULE
Serial Bonds
(Base CUSIP No.t: )
Maturity Date Principal
(April 1) Amount Interest Rate Yield Price CUSIPt
$ % Term Bonds due April1, 20 - Price: CUSIP suffixt
Preliminary, subject to change.
t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. Copyright© 2022 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. The City, the Authority, the Municipal Advisor and the Underwriter takes no responsibility for the accuracy of such numbers.
512

No dealer, broker, salesperson or other person has been authorized by the Authority or the City to provide any information or to make any representations other than as contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2022 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers of the 2022 Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as a representation of facts.

The information set forth herein has been obtained from official sources which are believed by the Authority and the City to be reliable but it is not guaranteed as to accuracy or completeness. The information and expression of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

The information in this Official Statement has been provided by the City and sources the City considers reliable. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2022 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.

SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE 2022 BONDS TO CERTAIN DEALERS,

INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING

PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME -TO -TIME BY THE UNDERWRITER.

This Official Statement contains forward -looking statements within the meaning of the federal securities laws. Such statements are based on currently available information, expectations, estimates, assumptions, projections and general economic conditions. Such words as expects, intends, plans, believes, estimates, anticipates or variations of such words or similar expressions are intended to identify forward -looking statements and include, but are not limited to, statements under the captions "SECURITY AND SOURCES OF PAYMENT FOR THE 2022 BONDS" and "CITY OF INDIAN WELLS FINANCES." The forward -looking statements are not guarantees of future performance. Actual results may vary materially from what is contained in a forward -looking statement. The achievement of certain results or other expectations contained in such forward -looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. No assurance is given that actual results will meet the Authority's or the City's forecasts in any way, regardless of the level of optimism communicated in the information. The City and the Authority assume no obligation to provide public updates of forward -looking statements.

The City maintains a website, however, the information presented therein is not a part of this Official Statement and should not be relied on in making an investment decision with respect to the 2022 Bonds. 513

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514

CITY OF INDIAN WELLS
(County of Riverside, California)

CITY COUNCIL
Dana Reed, Mayor
Donna Griffith, Mayor Pro Tempore
Kimberly Muzik
Richard Balocco
Greg Sanders

INDIAN WELLS FINANCING AUTHORITY
Dana Reed, Chairperson
Donna Griffith, Chairperson Pro Tempore
I(imberly Muzik
Richard Balocco
Greg Sanders
City Manager/Authority Executive Director
Christopher Freeland
City Attorney/Authority Counsel
Best Best & Krieger LLP
Indian Wells, California
City Clerk/Authority Secretary
Angelica Avila
Director of Finance/City Treasurer/Authority Treasurer
Kevin McCarthy

SPECIAL SERVICES
Trustee
U.S. Bank National Association
Los Angeles, California
Municipal Advisor
Columbia Capital Management, LLC
Carlsbad, California
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
Disclosure Counsel
Best Best & Krieger LLP
Riverside, California
515

THIS PAGE INTENTIONALLY LEFT BLANK
516

TABLE OF CONTENTS
INTRODUCTION 1
THE 2022 BONDS 3
General 3
Redemption 3
Transfer and Exchange of Bonds 6

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS 6
Pledge of Revenues 6
Abatement 7
Substitution and Removal of Property 7
Action on Default 8
No Reserve Fund for the 2022 Bonds 8
Base Rental Payments 8
Additional Rental Payments 9
Insurance 9
Damage or Destruction of the Property 10
Additional Bonds 11

ESTIMATED SOURCES AND USES OF
FUNDS 11
BASE RENTAL PAYMENT SCHEDULE 11
PLAN OF FINANCE 12
THE PROPERTY 12
THE AUTHORITY 13
CITY OF INDIAN WELLS 13
General 13
Government and Administration 13
CITY OF INDIAN WELLS FINANCES 14
Accounting Policies and Financial Reporting 15
Budgetary Process 15
Fiscal Year 2021-22 and 2022-23 Budgets 16
Historic General Fund Revenues 16
Proposition 1A of 2004 18
Proposition 22 19
Ad Valorem Property Taxes 19
Assessed Valuations 20
Principal Property Taxpayers 22
Retail and Total Taxable Sales 23
Transient Occupancy Sales 24
City Financial Data 25
Investment of City Funds 29
Risk Management 29
Property Insurance 30
Earthquake and Flood Insurance 30
Retirement Program 31
Defined Contribution Plan 31
Deferred Compensation Payable 32
Other Post Employment Benefit Plan
(OPEB) 32
Section 115 Trust 32
Direct and Overlapping Debt 34

STATE OF CALIFORNIA BUDGET
INFORMATION 34
RISK FACTORS 38
General Considerations — Security for the
Bonds 38
Abatement 38
Infectious Disease Outbreak — COVID-19 39
Hazardous Substances 41
-i-
Earthquake, Natural Disasters and Climate
Change 41
Cybersecurity 42
Substitution and Removal of Property 42
Limited Recourse on Default; No
Acceleration of Base Rental 42
Possible Insufficiency of Insurance Proceeds 43
Limitations on Remedies 43
Additional City Obligations 43
Loss of Tax Exemption 44
No Liability of Authority to the Owners 44

CONSTITUTIONAL AND STATUTORY

LIMITATIONS ON TAXES AND
APPROPRIATIONS 44
Article XIIIA of the California Constitution 44
Article XIIIB of the California Constitution 45
Articles XHIC and XIIID of the California
Constitution 46
Statutory Spending Limitations 48
Unitary Property 48
Proposition 22 48
Proposition 26 49
Future Initiatives 49
Risk of Tax Audit 49
TAX MATTERS 49
CERTAIN LEGAL MATTERS 51
ABSENCE OF MATERIAL LITIGATION 51
UNDERWRITING 51
RATING52
MUNICIPAL ADVISOR 52
CONTINUING DISCLOSURE 52
MISCELLANEOUS 52
APPENDIX A — GENERAL DEMOGRAPHIC

INFORMATION REGARDING THE CITY
OF INDIAN WELLS A-1
APPENDIX B — CITY OF INDIAN WELLS

ANNUAL COMPREHENSIVE

FINANCIAL REPORT FOR THE YEAR
ENDED JUNE 30, 2021 B-1
APPENDIX C — DEFINITIONS AND SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS C-1
APPENDIX D — BOOK -ENTRY -ONLY SYSTEM D-1
APPENDIX E — FORM OF CONTINUING
DISCLOSURE CERTIFICATE E-1
APPENDIX F — PROPOSED FORM OF OPINION
OF BOND COUNSEL F-1
517

OFFICIAL STATEMENT

INDIAN WELLS FINANCING AUTHORITY

LEASE REVENUE BONDS
(SOLAR AND INFRASTRUCTURE PROJECTS)
SERIES 2022

INTRODUCTION
This Official Statement (which includes the cover page, inside cover page and Appendices hereto), provides certain information concerning the sale and issuance by the Indian Wells Financing Authority (the "Authority") of $ * aggregate principal amount of its Indian Wells Financing Authority Lease Revenue Bonds (Solar and Infrastructure Projects), Series 2022 (the "2022 Bonds").

The 2022 Bonds are being issued in fully registered book -entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the 2022 Bonds is payable semiannually on April 1 and October 1 of each year, commencing on [October 1, 2022]. Purchasers will not receive certificates representing their interest in the 2022 Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of, and premium, if any, and interest on the 2022 Bonds will be paid by U.S. Bank National Association, as trustee (the "Trustee") to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the 2022 Bonds. See APPENDIX D — "BOOK -ENTRY ONLY SYSTEM" attached hereto. The 2022 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption from condemnation award or insurance proceeds prior to maturity as described herein. See "THE 2022 BONDS — Redemption" herein.

The proceeds of the sale of the 2022 Bonds will be used to (i) finance a portion of the costs of the construction and installation of certain capital improvements to improve energy efficiency of facilities of the City of Indian Wells (the "City"), (the "Solar Project") and to finance other Capital Improvements for the City (together with the Solar Project, the "Project") as described herein, and (ii) pay the costs incurred in connection with the issuance of the 2022 Bonds. See "PLAN OF FINANCE" herein.

The finances and operations of the City have been significantly impacted by SARS-CoV-2, the virus which causes the coronavirus disease ("COVID-19"), which has been characterized as a pandemic (the "Pandemic") by the World Health Organization and is currently affecting many parts of the world, including the United States and California. As discussed under the captions "CITY OF INDIAN WELLS FINANCES" and "RISK FACTORS — Infectious Disease Outbreak — COVID-19," the City's sales tax, transient occupancy tax, and admissions tax revenues declined significantly during Fiscal Year 2019-20 and 2020-21. City revenues declined $8,060,286 in Fiscal Year 2019-20 and increased by only $300,000 in Fiscal Year 2020-21, due to a significant reduction in the receipt of transient occupancy tax, admissions tax, and sales tax. The COVID-19 revenue reductions are expected to recover as tourism recovers. General Fund revenue budgeted for 2021-22 is expected to increase to $18,087,001 and to $19,814,201 in 2022-23. The City adopted its Fiscal Year 2021-23 Biennial Budget on June 24, 2021. The Fiscal Year 2021-23 Biennial Budget reflects no deficit either now or in the associated five-year forecast. The City also continues to maintain significant liquidity in its General Fund and total Governmental Fund balances, and The General Fund Emergency Reserve was established in the event of a catastrophic disaster or major economic downturn that would impact the major revenue source to the City such as transient occupancy tax. The City Council has reserved $2.3 million for this purpose.

The 2022 Bonds are being issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code (the "Act"), and the laws of the State of * Preliminary, subject to change.
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California (the "State"), and an Indenture, dated as of 1, 2022 (the "Indenture"), by and among the Authority, the City and the Trustee. The City has leased certain real property and the improvements (the "Property") to the Authority pursuant to a Ground Lease, dated as of 1, 2022 (the "Ground Lease").

The City has leased the Property back from the Authority pursuant to Lease Agreement, dated as of 1, 2022 (the "Lease Agreement"). The 2022 Bonds are payable from base rental payments (the "Base Rental Payments") to be made by the City for the right to the use the Property. See "THE PROPERTY." The City covenants under the Lease Agreement to take such action as may be necessary to include all Rental Payments, which are comprised of Base Rental Payments and Additional Rental Payments (which include taxes and assessments affecting the Property, administrative costs of the Authority relating to the Property, fees and expenses of the Trustee and other amounts payable under the Lease Agreement), due under the Lease Agreement as a separate line item in its annual budgets and to make the necessary annual appropriations therefor, subject to abatement as described herein.

Indian Wells City CouncilJanuary 6, 2022

Indian Wells City Council
January 6, 2022