Agenda, first session — Indian Wells City Council, September 7, 2023 (part 1 of 2)

CITY COUNCIL
Meeting Agenda

Thursday, September 7, 2023
1:30 PM
City Hall Council Chamber
44950 Eldorado Drive, Indian Wells, CA 92210

Welcome to a meeting of the Indian Wells City Council.

Public Comments: Members of the Public who wish to speak should fill out a blue slip and submit it to the City Clerk, comments are limited to 3 minutes. In accordance with State Law, remarks during public comment are to be limited to subjects within the City's jurisdiction.

Notification: If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (ADA) please contact the City Clerk at 760-346-2489, 48 hours prior to the meeting.

Please turn off all communication devices (phones) or put them on non-audible mode (vibrate) during Council proceedings. All documents for public review are available for public inspection at City Hall reception, 44-950 Eldorado Drive, Indian Wells during normal business hours.

Pages

A.CONVENE THE INDIAN WELLS CITY COUNCIL, PLEDGE OF

ALLEGIANCE AND ROLL CALL

MAYOR DONNA GRIFFITH

MAYOR PRO TEM GREG SANDERS

COUNCIL MEMBER TY PEABODY

COUNCIL MEMBER BRUCE WHITMAN

COUNCIL MEMBER DANA REED
B.APPROVAL OF THE FINAL AGENDA
C.PROCLAMATIONS AND PRESENTATIONS
C.1 Introduction of New City Employees - Public Works Inspector I, Scott Johnson and Maintenance Worker I, Jonathan Simental C.2 August 20th Storm Hilary Cleanup Update by Public Works Director Ken Seumalo
D.PUBLIC COMMENTS
Members of the Public who wish to speak on consent items OR items not listed on the agenda may do so at this time. Public Comments are limited to 3 minutes. Speakers will be alerted when their time is up and are then to return to their seats and no further comments will be permitted.

Please note that while the City Council values your comments, the Council cannot respond nor take action on matters not listed on the agenda until the matter may appear on the forthcoming agenda.

E.CITY MANAGER'S REPORTS
The City Manager or Department Heads may make brief
announcements, informal comments, or brief the Council on items of interest.

F.CITY ATTORNEY REPORTS AND COMMENTS
G.CONSENT CALENDAR
All matters listed on the Consent Calendar are considered to be routine and will be approved by one motion. Reading of text of Ordinances is waived and Ordinances are adopted as second reading, by title only. There will be no separate discussion of these items unless members of the Council request specific items be removed from the Consent Calendar for separate discussion and action.

City Council Meeting Agenda - September 7, 2023

Page 2 of 199 ends

G.1 City Treasurer’s Report for June 2023 8
RECOMMENDED ACTION:

Council RECEIVES and FILES the City Treasurer’s Report for June 2023.

G.2 City Treasurer’s Report for July 2023 28
RECOMMENDED ACTION:

Council RECEIVES and FILES the City Treasurer’s Report for July 2023.

G.3 Adoption of Other Post Employment Benefits (OPEB)/Pension 115 Trust Program
48 RECOMMENDED ACTION:

Council APPROVES the adoption of the Multiple Employer Other Post Employment Benefits (OPEB)/Pension 115 Trust administered by Shuster Advisory Group; and,
FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060.

G.4 Community Activities Committee Update 78
RECOMMENDED ACTION:

Council RECEIVES and FILES the Community Activities Committee Update for Welcome Back Party and Veterans Day Ceremony.

City Council Meeting Agenda - September 7, 2023

Page 3 of 199 ends

G.5 Resolution Approving Final Parcel Map Located within the Indian Wells Village Plaza and Finding Map in Substantial Conformance 79 RECOMMENDED ACTION:

Council ADOPTS Resolution approving Final Parcel Map No. 38283 located within the Indian Wells Village Plaza and finding said map in substantial conformance with the approved Tentative Parcel Map; and
FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060; and AUTHORIZES and DIRECTS the City Clerk, the City Engineer/Public Works Director, and the Acting City Surveyor to execute Final Parcel Map No. 38283.

H.PUBLIC HEARINGS
No public hearing items.

I.GENERAL BUSINESS
The Mayor will call upon the members of the public to address the Council regarding the agenda item being considered. After the public has provided comment, the item is closed to further comment and brought to the Council for discussion and action.

I.1 Amendment to Employment Agreement for City Manager 84 RECOMMENDED ACTION:

Council APPROVES Fifth Amendment to the Employment Agreement for City Manager Christopher Freeland.

I.2 Winterfest 2023 at the Indian Wells Golf Resort 126 RECOMMENDED ACTION:

Council PROVIDES staff direction on hosting Winterfest 2023 at the Indian Wells Golf Resort.

City Council Meeting Agenda - September 7, 2023

Page 4 of 199 ends

I.3 Establishment of an Electric Vehicle Charging Fee 141 RECOMMENDED ACTION:

Council REVIEW, DISCUSS and APPROVES or APPROVES AS
AMENDED the proposed Electric Vehicle Charging Fee; and FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code section 21080(b)(8) and CEQA Guidelines section
15273(a)(1).

I.4 Golf Resort Management Agreement 147
RECOMMENDED ACTION:

Council AUTHORIZES the City Manager to execute a Golf Course Management Agreement with Troon Golf subject to non-substantive administrative edits and;
FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060.

J.COUNCIL MEMBERS' REPORTS AND COMMENTS
On their own initiative, Council Members may make a brief announcement or a brief report on their own activities. Council Members may ask a question for clarification, make a referral to staff, or take action to have staff place a matter of business on a future agenda. The Council may take action on items listed on the Agenda.

J.1 COUNCIL MEMBER REED
California Joint Powers Insurance Authority
Riverside County Transportation Commission
CVAG Public Safety Committee
CVAG Transportation Committee
J.2 COUNCIL MEMBER WHITMAN
Coachella Valley Mountains Conservancy
Desert Sands Unified School District
Indian Wells Marketing Committee
Indian Wells Public Safety
Visit Greater Palm Springs
City Council Meeting Agenda - September 7, 2023

Page 5 of 199 ends

J.3 COUNCIL MEMBER PEABODY
Cove Communities Services Commission
Coachella Valley Animal Campus
Indian Wells Golf Resort Advisory Committee
Indian Wells Marketing Committee
Sunline Transit Agency
J.4 MAYOR PRO TEM SANDERS
Cove Communities Services Commission
Coachella Valley Economic Partnership
Desert Sand Unified School District
Indian Wells Finance & Legal Services Oversight Committee Indian Wells Personnel Committee
Indian Wells Public Safety Committee
Indian Wells Tee Committee
J.5 MAYOR GRIFFITH
CVAG Executive Committee
CVAG Conservation Commission
CVAG Energy & Environmental Resources
CVAG Homelessness Committee
Indian Wells Community Activities Committee
Indian Wells Golf Resort Advisory Committee
Indian Wells Grants In Aid Committee
Indian Wells Finance/Legal Services Oversight Committee Indian Wells Personnel Committee
Indian Wells Tee Committee
City Council Meeting Agenda - September 7, 2023

Page 6 of 199 ends

K. ADJOURNMENT
To a special scheduled meeting of the City Council to be held at 1:30 p.m. on October 12,2023 in the City Hall Council Chamber.

Affidavit of Posting,
I, Angelica Avila, certify that on September 1, 2023 I caused to be posted a notice of a City Council Meeting to be held on September 7, 2023 at 1:30 p.m. in the City Hall Council Chamber.

Notices were posted at Indian Wells Civic Center and City's Website [ www.cityofindianwells.org]
________________________
Angelica Avila, City Clerk
City Council Meeting Agenda - September 7, 2023

Page 7 of 199 ends

CITYWIDE EMERGENCY STORM EVENT
8/20/2023
A t d a i s : S e p t e m b e r 7 , 2 0 2 3
S t a f f P r e s e n t a t i o n

AREA WIDE DAMAGE DUE TO STORM:

FRED WARING DRIVE

CITYWIDE DAMAGE DUE TO STORM:

FRED WARING DRIVE

IMPACTED - FRED WARING/COOK TO ELDORADO
Fred Waring Drive

Fred Waring Drive
CVWD MAIN BREAK – WASHINGTON AT FRED WARINGREPAIRS COMPLETED BY WEDNESDAY, 8/23

CITYWIDE DAMAGE DUE TO STORM:

MILES AVENUE BRIDGE

CITYWIDE DAMAGE DUE TO STORM:

ELDORADO DRIVE

Extent of Damage
•Over 65 trees lost citywide
•Estimated total cost to clean up - $600,000
•2790 cubic feet of debris
•City has met with FEMA/CalOES and Caltrans
to assess damage and discuss cost recovery

INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Finance Department
Prepared by: Ruby D. Walla, Assistant Finance Director
Subject: City Treasurer’s Report for June 2023

RECOMMENDED ACTIONS:

Council RECEIVES and FILES the City Treasurer’s Report for June 2023.

DISCUSSION:

Attached are the monthly cash balance and investment reports for June 2023.

Investments reflected in this report are “Marked-to-Market,” meaning the market value of the City’s investments is updated monthly. This method provides a clear depiction of the City’s portfolio’s value subject to the investment market’s performance . As a result, the City of Indian Wells maintains prudent fiscal reserves and minimizes un-invested cash.

Cash and Investments

As of June 30, 2023:
 The City’s cash and investments totaled $76,464,125.55  The City’s portfolio earned a 2.037% rate of return.

Treasurer’s Certification

 Compliance - The City Treasurer certifies that the City’s cash and investments presented in this Report comply with the City’s investment policy and with the legal requirements of the State of California Government Code section 53600.

 Liquidity - The City Treasurer certifies that the City’s portfolio is sufficient to meet its financial obligations for the next six months. The investment portfolio will remain sufficiently liquid to meet all operating requirements, which might be reasonably anticipated. This is accomplished by striving to have securities mature while cash is needed to meet anticipated demands (static liquidity). Additionally,

Page 8 of 199 ends

since all possible cash demands cannot be anticipated, the portfolio consists mainly of securities with active secondary or resale markets (dynamic liquidity).

Fiscal Prudence

When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the City.

Background

Staff provides Council with a monthly update to the Treasurer’s Report. The Report presents the City’s cash activity and investment portfolio and includes a reconciliation between investment balances and the General Ledger. Specifically, the report provides information on the types of investments, dates of maturities, costs, the updated market value of securities, and rates of interest earned in the portfolio.

The City maintains a written investment policy in compliance with legal requirements of Government Code section 53600 and governs the investments made by the City. It is the policy of the City of Indian Wells to invest public funds in a manner that will provide maximum security with the highest investment return while meeting the daily cash flow demands of the City. Therefore, the investments purchased by the City are consistent with the City’s investment policy and are allowable under the current legislation of the State of California.

The City invests in U.S. treasuries, federal agency securities, medium-term corporate notes, municipal bonds, federally insured certificates of deposit, and overnight cash investments. Criteria for selecting investments in the order of priority are (1) safety, (2) liquidity, and (3) yield.

ATTACHMENTS:

1. City Treasurer’s Report

Page 9 of 199 ends

T\cmmDankbankrddcilaltrry23wS-RPT Jun gankReJun23Pld ww3 Bank Reconciliation ReDort - CiW Held Cash
Finance Department
of Indian
Pacific Wstern tt71
2 3
6 7
4 8
9 1o
19 2t
Pacific wdern Bank - Accts. Pavable **-**3411
Pacific Wstern Bank - Payroll t*-**1752
Pacific western Eank - Ambulance **-****7937
Pacific Western Bank - Public Funds 14I4A **-****5064
Union Bank of CA - Sweo Investment ***-***0121
US Bank l4onev Market - Investrnent
US Bank l'4onev Maiket - 4590
t,S Bank Plonev Market - 4591
PetW Cash

0.00 0.00

0.00 15,257.70

0.00 0.00
425,55t.45
18,9r1.50
2,000,00
249,000.00
250,000.00
250,000.00
250,000.00
2s0.000.00
2,r8.000.00
249,000.00
2,r8,000.00
249,000.00
249,000.00
249,000.00
248,000,00
249,000,00
250,000.00
250,000.00
249,000.00
2s0.000.00
250,000.00
2s0.000.00
250,000.00
250,000.00
250,000.00
250,000.00
250,000.00
250,000.00

2.000.000.00

1.000.385.38
2,000,000.00

1.000,000.00
r,000,000.00

2.000.000.00
2,000,000.00
1,000,000.00
1,000,000,00
2,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
2,000.000.00
2,000,000,00
3,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000.000.00
1,000,000,00
1,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,000.00
501,460.54
300.000.00
473
480
444
4E3
498
499
501
512
513
514
515
516
517
518
519
s20
521
522
525
544
550
557
558
561
562
574
573
575
579
s80
581
524
526
533
534
549
556
570
576
s27
529
s30
532
534
s35
536
539
541
s42
5,14
545
551
552
553
554
555
559
560
563
565
564
566
567
568
569
571
572
537
531
577
578
Fund - CiW
CertificstsofoeFsit .- . --cert@ 248'ooooo
Certificate of tEoosit-Discover Bank 254673U18 250'000 00 Cefrificate of Dercsit-Comenitv CaDital Bank 20033AM86 250'000 00 Certificate of Dercsit-UsB Bank USA 90348JFF2 250'000 00 Certiflcate of Dercsit"RlA Federal Credit Ljnion 749622A10 249'000 00 Certiflcate of Dercsit-Caoital One Bank 14042TAY3 247'000 00 Certificate of Dercsit-Bankwest 06652CH42
Certificate of Dercsit-Bl4w Bank North America 05580AVx9 Cetificate of DeMit-Nicolet Nation Bank 654062.122
Certificate of Demit-Live Oak Bankina Commnv 5380361D4
Ceilificate of DeMit'Aima Bank 0200808X4
Cefificte of Demsit-State Bank of India 856285TF8
Certifi@te of Dercsit-Fid Natl Bank of Mccreqor TX 32lI2UDR9 Certifi@te of Demsit-CenteEtate Bank 1520IODE4
Certificate of Demsit-Northwst Bnnk 6673648V0
Certiflcate of Demsit-Encore Bank 29260M8E4
Certificate of Deffiit-FiEt Freedom Bank 320278AM9
Certificate of Demsit-Pacific Western Bank 69506YR15
Certificate of Deffiit-Bank of Baroda 06063HMSg
Certificate of Demsit-Tovota Financial Sqs Bank 89235MKY6 Certificate of Demsit-Grtrnstate Credit Union 395731811 Certificate of Dercsit-Pentaoon Federal Credit Union 70962LASl Certificate of D€rcsit-Nelnet 8ank, Inc 6'|034XAG6
Certificate of D€rcsit'Beal Bank 0737rAYE7
Certificate of Dercsit-Beal Eank USA 07371CE88
Certificate of Dercsit-Austin Telco Fed Credit Union 0523928T3 Certiflcate of Demsit-CaDital One NA 1'l042RuJ8
Certiflcate of Demsit-Svnchronv Bank 87164XR65
Certificate of Demsit-Pacific w6tern Bank
Certmcate of Demsil-Pacific wetern Bank
Cetmcate of Demsit-Pacific Wetern Bank
MediumTeimcorFrateNots - --.---.--aan@ 1,006,907.86
pjontebeilo CA pens Oblia AA 612285AE6 1,031,360,78
JP Morqan Chase Bank NA 46632FRU1 2'000'000 00
JP Morqan chase 48128G2o2 1'000'000 00
Eank of America IYTN 06048WM31 1'000'000 00
Bank of America MTN 060,{8WM72 1,000,000.00
citiqrcuD Global Mkts 17330PJ83 2'000'000'00
John D€€re CaDital CorD 24422EWR6 l'024'945.54
Fed, Fam Credit Bank 3133E280
Fed, Home L@n Mta CorP 3134GWCG9
Fed, Nat'l Mortaaoe AssE 3135GA223
Fed, Fam Credit Bank 3130A1351
Fed. Fam Credit Bank 3130A16G4
Fed. Fam Credit Bank 3130A16J8
Fed. Fam Credit Bank 3130ALDNl
Fed. Fam Credit tunk 3130ALHZ0
Fed. Fam Credit Bank 3130AU62
Fed. Fam Credit Bank 3130ALMM3
Fed. Fam Credit Eank 3I30ALW67
Fed. Fam Credit Bank 31304MW57
Fed. Fam Credit Bank 3133EMH21
Fed. Fam credit Bank 3133E1'1167
Fed. Fam Credit Bank 3133E1'1N99
Fed. Fam Credit Bank 3133EMW73
Fed. Home Loan Bank 3130AOWF6
Fed. Home Loan Bank 3130AOWJ8
Fed. Home L@n Bank 313040255
Fed. Home L@n Bank 3130ARCV1
Fed. Home Loan l"1tq Coro 313'IGXMX9
Fed. Home Loan Eank 3130ARGE5
Fed. Home Loan Mtq Coro 3134GXOP2
Fed. Home Loan Bank 3130A5320
Fed. Home L@n Bank 3134GXUM4
Fed. Home L@n Bank 3130A5567
Fed. Home Loan Bank 3130ASS91
Dixon 25565
Natomas CA Schmt District 63877NMM6
Tobl P@ted Cash ind Inv€tm€nb
tums
Fair Value Increase (over cost)
Outstandino Warrants/Wire TransfeF
Outstandinq Payrcll Warrants/Wire Transfe6
tErcsit in Transit
Outstandinq Outaoinq ACH Pavments
Credit Card in Transit
(1,695,842.18)

0.00 (38.67)
39,223.15
3r,0r8.65
(3,8s8,523.r7)
I 76,454,125.5s
OuBtanditre Ibms
ono
ATTACHMENT #1

Page 10 of 199 ends

NET CASH & INVESTMENT SUMMARY JUNE 2023
June
2023
June
2022UNRESTRICTED FUNDS

GENERAL FUND
101- GENERAL

TOTAL GENERAL FUND

RESTRICTED FUNDS

SPECIAL REVENUE FUNDS
202 - TRAFFIC SAFETY
203 - PUBLIC SAFETY 1/2 CENT SALES TAX
204 - MEASURE ''A''
209 - F.A.M.D. #1
210 - SCAQMD (VEHICLE REG.)
211 - AB 3229 COPS FUNDING
214 - GAS TAX 2103 MAINTENANCE
215 . GAS TAX 2105 MAINTENANCE
216 - GAS TAX 2106 CONSTRUCT/MAINT
217 - GAS TAX 2107 MAINTENANCE
218 - GAS TAX 2107.5 ENG./ADMIN
219 - GAS TAX RMRA
228 - EMERG. UPGRADE SERVICES
247 . AB 939 RECYCLING FUND
248 - SOLID WASTE
251 - STREET LIGHTING DISTRICT 2OOO-1
253- INDIAN WELLS VILLAS OPERATIONS
254- MOUNTAIN VIEW VILLAS OPERATIONS
256. HOUSING AUTHORN'Y
271 - ELDORADO DRIVE LLMD
272 - MONTECITO/STARDUST LLMD
273 - CASA DORADO LLMD
274 -THE COVE LLMD
275 - SH 111/IWGR (ENTRANCE) LLMD
276 - CLUBIIW LANE LLMD
277 . COLONY LLMD
278 - COLONY COV ESTATES LLMD
279 - DESERT HORIZONS LLMD
280 - MOUNTAIN GATE LLMD
281 - MOUNTAIN GATE ESTATES LLMD
282 - VILLAGIO LLMD
283 - VAIDYA LLMD
284 - CLUB, SOUTH OF 111 LLMD
285 - MONTELENA LLMD
286 - SUNDANCE LLMD
287. PROVINCE LLMD
2BB - PROVINCE DBAD

TOTAL SPECIAL REVENUE FUNDS

CAPITAL PROJECT FUNDS
310 - PARK FACILMES FEES
311 - TRANSPORTATION FACILMES FEES
313 - RECREATION FACILMES FEES
314 - PARK-IN.LIEU FEES
315 - CITYWIDE PUBLIC IMPROVEMENT FEE
316 - CAPITAL IMPROVEMENT
319 - ART IN PUBLIC PLACES
321 - HIGHWAY 111 CIRCULATION IMP FEE

TOTAL CAPITAL PROJECT FUNDS
c+]J"'ofi AURI{II!#'EF.LF" port\c a sh 1 o J u n 2 3
2 21,o22,ro3.t6
103.16 $77.24L.L58.33
L7,24L,L58.33
t3,248.63
20,079.29
140,037.73
r,847,437.23
L5,702.07
78,129.77
L2,370.96
9,7t4.45
8,349.92
L4,527.03

1.00 r08,475.47
5,326,005.81
3r7,754.29
L50,429.40
L6,782.76
323,569.77
408,593.78
3,290,48r.56
67,286.60
12,r32.23
142.43
508.00
L75,224.\3
29,420.14
95,486.56
54,375.r8
154.00
109,527,88
5L,238.45
265,697.18
36,957.26
34,143.58
100,998,09
s04.00
79,420.83
s65.037.30
5,722.61
9,384.18
32,029.86
2,420,28L.96
74,676.45
41,669.69
7,578.75
4,672.85
3,695.25
6,5r0.22
333.33
339,204.36
4,745,663.47
422,9t9.64
249,923.12
15,493.22
r,40r,746.81
2,186,331,54
L4,026,463.34
73,635.86
13,905.43
675.32
534.t4
L02,257.43
24,140.95
112,568.13
63,024.23
303.00
114,908,69
58,280.35
299,646,31
39,215.51
33,020.93
103,510,81
s22.00
82,399.38
s90.162.30
L3,780p45.76 27,O47,OL2.42
21,510,00
3,916.00
7,844.00
65,856.45
1,431.00
5,450,974.77
496,527.20

37.297.70

0.00 0.00

0.00 55,816.00
241,626.00
4,973,63L.66
327,937.03

20.735.70
5,6L9t740.396,085,357.12
't1:3O AMBl25l2O23Page 11 of 199

NET CASH & INVESTMENT SUMMARY ]UNE 2023
PAGE 2
RESTRICTED FUNDS (Cont.)

REPLACEMENT FUNDS
326 - BUILDINGS CAPITAL RESERVE
327 - BRIDGES CAPITAL RESERVE
328 - MEDIANS & PARKWAYS CAPITAL RESERVE
329 - STORM DRAINS CAPITAL RESERVE
330 - TRAFFIC SIGNALS CAPITAL RESERVE
331 - TECHNOLOGY CAPITAL RESERVE
332 - CITY STREETS CAPITAL RESERVE
333 - CITY VEHICLES CAPITAL RESERVE
334 - NAMING RIGHTS CAPITAL RESERVE
350 - DISASTER RECOVERY RESERVE

TOTAL REPLACEMENT FUNDS

SUCCESSOR AGENCY FUNDS
453 - DEBT SERVICE
456 - RDA OBLIGATION RETIREMENT
460 - INDIAN WELLS FINANCING AUTHORITY

TOTAL SUCCESSOR AGENCY FUNDS

ENTERPRISE FUNDS
560 - INDIAN WELLS GOLF RESORT

TOTAL ENTERPRISE FUNDS

INTERNAL SERVICE FUNDS
601 - OPEB BENEFIT FUND

TOTAL INTERNAL SERVICE FUNDS

RESERVE FUNDS
602 - COMPENSATED ABSENCES

TOTAL RESERVE FUNDS

TRUST & AGENCY FUNDS
732 - SPECIAL DEPOSITS

TOTAL TRUST & AGENCY FUNDS

TOTAL ALL FUNDS

FISCAL AGENTS
253 - INDIAN WELLS VILLAS
254 - MOUNTAIN VIEW VILLAS
453 - US BANK iRUSTEE - SUCCESSOR AGENCY DEBT SERVICE
460 - US BANK - INDIAN WELLS FINANCE AUTHORITY
560 - INDIAN WELLS GOLF RESORT
601 - PARS SECNON 115 TRUST - PENSION
601 - PARS SECTION 115 TRUST - OPEB

TOTAL FISCAL AGENTS

TOTAL ALL FUNDS & FISCAL AGENTS

UNRESTRICTED FUNDS
RESTRICTED FUNDS $ 92,5
June
2023
June
2022
1,998,295.80
L,796,920.00
1,430,392.07
722,523.00
593,092.00
541,715.00
17,2LL,I2L.00
r24,239.00

0.00 292,977.00
1,759,893.80
1,809,625.00
r,440,405.07
727,374.00
597,733.00
545,871.00
19,848,108,00
r25,24t.00

0.00 0.00
24,71L,274.87 26,854,25O.87
5,166,863.00
2,L65,923.00
277.98
8,383,632.81
1,062,774.00

0.00 7,333,063.98 9,446,406.8L
1 00 50.31
1,500,O0O.0O 1,3581050.31
709.087.03 0.00
709,087.03
s83.091.00 672 512.00
512,512.00
7,037,770.62

0.00 583,091.00
739,202.63
739,202.63
'.p37,770.52
.55 89,2 16,901.75
L2,37O,O39.4O
523,362.67
1,154,815.13

17.69 0.00
569,906.33
865,835.55
00 3,3L3,938.37
65,928.18
206,437.68
2,5L2.62
10,676,504.15
319,313.96
884,631.61
2L4.7LL.20
s 88,834,164.95
2L,O22,r.O3.16
67,8L2,O6t.79
$ 92,530,840.12
L7,24t,L58'33
.79

30.840.12
T:\Common\bank\Treasurer's Report\Cash1 0Jun 23
$98,834,164.95
11:30 Avsl25l2o23Page 12 of 199

I;.i't' /{:''
INDIAN ,l'WELLS
1 City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA 92210
(760)346-2489CALITORN I,\
lnvestments
Bank Certificates of Deposit
Managed Pool Accounts - LAIF
Money Market Sweep/Checking Account
Negotiable CD's
Medium Term Corporate Notes
Federal Agency lssues - Callables
Miscellaneous Securities - Coupon
Treasury Discounts -Amortizing
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective Rate of Return
The above
ln
Par
The City of lndian Wells
Portfolio Management
Portfolio Summary
June 30, 2023
Market Book
Value
998,000.00
12,790,418.80
2,938,861.20
6,733,000.00
10,063,214.18
41,700,38s.38
801,460.54
5,922,947.67
'/o ol
Portfolio
Days to
Maturity
YTM
360 Equiv.Term
YTM
365 Equiv.

4.839

3.167

0.989

1.700

1.839

1.367

0.662

5.265

2.037
Portfolio CITY
AP
PM (PRF_PMI) 7.3.0
Report Ver. 7.3.6.1
Value
998,000.00
12,790,418.80
2,938,861.20
6,733,000.00
10,000,000.00
41,700,000.00
800,000.00
6,000,000.00
81,960,280.00
June 30 Month Ending
139,608.52
83,852,646.95

2.O3o/o
997,717 .28
12,790,418.80
2,938,861.20
6,293,500.24
9,211,880.00
38,263,731.00
7s0,439.00

5.921.940.00
77,168,487.52
Fiscal Year To Date
1,364,558.86

1.22 15.61

3.59 8.22

12.28 50.89
0_98

7.23 645
1 1
1,791
1,517
1,649
1,449
136

4.773

3.124

0.975

1.677

1.814

1.349

0.653

5.1 93

2.009
178
1 1
756
813
933
534
92 65181,948,287.77 100.00% 1,204
Fiscal Year Ending
1,364,558.86
cash flow from revenue and maturing investments will be sufficient to cover expenditures for the next six months. All securities are "Marked-to-Market" on a monthly basis. n@Kevin
Reporting period 06/01/2023-06/30/2023
Run oate: OU21 12023 - 13:18

Page 13 of 199 ends

The City of lndian Wells
Portfolio Management
Portfolio Details - lnvestments
June 30, 2023
Stated
Book Value Ft2ta

Page 1 ends

YTM Days to Maturity
Fif.h ?An Mrftr"i+vCUSIPlnvestment #
Bank Gertificates of Deposit
sYS579 579
sYs580 580
sYS581 581
32110YLK9 473
lssuer
Pacific Western Bank
Pacific Western Bank
Pacific Western Bank
First National Bank of America
Average
ll'l.n.a
848,000.00
14,023,752.13
3,770,839.lE
Purchase
Date
06t07t2023
0610712023
0610712023
0712012018
0710112022
07t01t2022
0813012022
0813012022
0710112022
071o112022
07to1t2022
07t0112022
o3t31t2020
09t2112022
07t22t2020
07t2612019
ozt23t2022
0212312022
0313112020
07 t18t2019
0912112022
Par Value
250,000.00
250,000.00
250,000.00
248,000.00
998,000.00
12,790,418.80

0.00 12,790,4r8.80
Market Value
250,000.00
250,000.00
2s0,000.00
247.717.28
997,717.28
12,790,418.80

0.00 't2,790,418.80
250,000.00
250,000.00
250,000.00
248,000.00 -
998,000.00
12,790,418.80,

0.00 12,790,418.80
2,938,851.20
250,000.00
250,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
247,O00.OO
250,000.00

5.350

5.250

5.370

3.107

4.773 ',t78

3.124

0.230
190 01t0712024
129 11t07t2023
372 07t07t2024
19 07t20t2023

5.350

5.250

5.370

3.1 50
Subtotal and Average
Managed Pool Accounts - l-AlF
SYS21 21 LAIF - CitY
SYS23 23 LAIF - Redevelopment
Subtotal and Average
Money Market Sweep/Checking Account

3.167

0.233

0.250

3.1 40

4.990

5.040

0.200

3.124 1
SYSl
SY56
SYST
SYSs
SYSIO
SYS9
SYS2
SYS3
SY34
SYS19
SYS5
I
6 7
o
10 o
2 3
4 19
E
Pacific Western Bank
Pacific Western Bank-Ambulance
Pacifi c Western-PublicFundsMMA
US Bank Money Market
US Bank Money Market-4591
US Bank Money Market-4590
Pacific Western - Acct Payable
Pacif ic Western-Payroll
Union Bank-Checking
Petty Cash
WestAmerica Bank
2,477,140.55

0.00 15,257.70

0.00 18,91 1.50
425,551.45

0.00 . 0.00

0.00 2,000.00

0.00 2,477,140.55

0.00 15,257.70

0.00 18,91 1 .50
425,551.45

0.00 0.00

0.00 2,000.00

0.00 2,477,140.55 '

0.00 15,257.70

0.00 18,91 1 .50
425,551 .45 /

0.00 0.00

0.00 2,000.00-

0.00 0.247

0.000

3.097

0.000

4.922

4.971

0.000

0.000
o.197

0.000

0.000
Negotiable CD's
0200808X4
0523928T3
06063HM59
066s2CHA2
07371AYE7
07371 CE88
055804VX9
14042TA.Y3
14042RUJ8
Subtotal and Average
Alma Bank
Austin Telco Fed Credit Union
Bank of Baroda
Bankwest lnc.

Beal Bank - Plano TX
Beal Bank USA

BMW BANK NORTH AMERICA
Capital One Bank USA NA
Capital One NA
515
574
525
501
561
562
512
499
573
2,938,861.20
250,000.00
250,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
247,000.00
250,000.00
2,938,861.20
233,262.50
235,755.00
226,373.37
240,001.14
221,782.50
221,782.50
233,935.00
239,481.32
236,795.00

1.400

3.800

0.700

2.000

1.900

1.550

2.300

3.900

0.975

1.380

3.748

0.690

1.973

1.874

1.529

0.000

0.000
636
1,543
752
391
1,327
1,327
639
361
1,543
03128t2025
0912112027
0712212025
07t26t2024
0211712027
02t17t2027
o3t31t2025
06t2612024
o9t2112027
Portfolio CITY
AP
PM (PRF PM2) 7.3.0Run Date: 0812112023 - 13:18
Report Ver. 7.3.6.1

Page 14 of 199 ends

The City of lndian Wells
Portfolio Management
Portfolio Details - Investments
June 30, 2023
Stated
Book Value pare Fitch

Page 2 ends

YTM Days to Maturity
360 Maturiw DateCUSIPlnvestment #lssuer
Centerstate Bank NA
Comenity Capital Bank
Discover Bank

ENCORE BANK
First Freedom Bank
First Natl Bank of Mccregor TX
Greenstate Credit Union
Live Oak Banking Company
Nelnet Bank, lnc.

Nicolet National Bank
Northwest Bank
Pacific Western Bank CA CD
Pentagon Federal Credit Union
RIA Federal Credit Union
State Bank of lndia NY, NY CD
Synchrony Bank .

Toyota Financial Sgs Bk
Average
Balance
6,733,000.00
10,064,247.29
Purchase
Date
04t3012020
1 0/30/201 8
10t03t2318
0413012020
04t3012020
0412812020
06t16t2021
o3t3112020
02t0212022
03t3112020
04t30t2020
0413012020
0912912021
06t24t2019
04t2912020
0912312022
0412212021
1013012018
05t2812021
07t30t2021
05t1412020
07t2912022
05t1812023
02t2612021
01t22t2021
0711712020
0712912020
0611712021
0612212021
Par Value
248,000.00
250,000.00
250,000.00
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
250,000.00
249,000.00
248,000.00
249,000.00
249,000.00
248,000.00
250,000.00
250,000.00
250,000.00
6,733,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
r0,000,000.00
2,000,000.00
2,000,000.00
2,000,000.00
Market Value
230,082.00
248,462.50
248,670.0O
240,399.54
240,299.94
231,358.35
219,272.50
233,1 67.50
218,902.50
233,1 67.50
230,658.66
230,082.00
215,833.20
245,643.48
231,602.24
237,250.OO
220,940.00
248,540.00
6,293,500.24
875,220.00
859,910.00
936,990.00
1,986,800.00
999,1 70.00
875,400.00
1,737,060.00
941,330.00
9,21t,880.00
1,828,300.00
1,790,340.00
1,768,940.00
Negotiable CD's
1 s201 QDE4
20033AM86
254673U18
29260M8E4
3202784M9
321 12UDRg
39573LBLl
538036LD4
64034KAG6
654062J22
66736A8V0
69506YR15
70962LASl
749622AL0
856285TF8
87164XR65
89235MKY6
90348JFF2
518
484
480
520
521
517
550
514
558
513
519
522
557
498
5'16
s75
548
483
248,000.00
250,000.00 z
25o,ooo.ool
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
250,000.00
249,000.00
248,000.00
249,000.00
249,000.00
248,000.00
250,000.00
250,000.00
250,000.00
6,733,000.00
1,000,000.00
1,000,000.00
1,006,907.86
2,000,000.00
1,024,945.54
1,000,000.00
2,000,000.00
1,031 ,360.78
10,063,214.18
2,000,000.00
2,000,000.00
2,000,000.00

1.250

3.450

3.300
1 .150

1.100

1.350

0.900

1.400

1.500

1.400

1.200

1.250

0.900

2.500

1.600

3.950

0.900

3.500

1.250

1.200

1.600

3.800

4.750

0.800

0.700

2.503

1.233

3.403

3.255
1 .135

1.086

1.332

0.888

1.3A2

1.479

1.382

1.184

1.233

0.888

2.468

1.578

3.896

0.888

3.454

1.233

1.184

1.190

3.720

4.083

0.789
0_690

0.819
669 04/30/2025
121 1013012023
94 1010312023
304 0413012024
304 0413012024
667 0412812025
1,081 0611612026
639 03/31/2025
1,312 0210212027
639 0313112025
669 04/30/2025
669 04/30/2025
1,186 0912912026
178 1212612023
668 0412912025
1,545 0912312027
1,026 0412212026
118 1012712023UBS Bank USA
Subtotal and Average
Subtotal and Average

1.677 756
Medium Term GorPorate Notes
06048\ iM31 549
06048\ JM72 556
06406MN7 524
17330PJ83 570
24422EWR6 576
48128G2Q2 538
46632FRU1 533
612285AE6 526
Federal Agency lssues - Callables
3133E1280 529
3133EMH21 552
3133EM167 553
Bank of America MTN A
Bank of America MTN A
Bank of New York Mellon CorP
Citigroup
John Deere Capital CorP
JPMorgan Chase & Co
JP Morgan Chase Bank NA
Montebello CA Pens Oblig AA
1,062 0512812026
1,125 0713012026
663 0412412025
28 0712912023
1,664 0112012028
971 0212612026
936 0112212026
701 0610112025
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fed. Farm Credit Bank

0.580

0.900

0.800
1-a14 813

0.572

0.888

0.789
759 0712912025
1,080 06/15/2026

1.087 0612212026
Portfolio CITY
AP
PM (PRF_PM2) 7.3.0
Run Date: Oa12112023 - 13:14

Page 15 of 199 ends

The City of lndian Wells
Portfolio Management
Portfolio Details - lnvestments
June 30, 2023
Stated
Book Value Rate

Page 3 ends

YTM Days to Maturity
Fitch 360 Maturitv Date
Federal Agency lssues - Callables
3133EMN99 554
3133EMW73 555
3130AL3S1 534
3130A16G4 535
3130AL6J8 536
3130ALDN1 539
3130ALHZ0 541
3130A1J62 542
3130ALMM3 544
3130A1\ /67 546
3130AMW57 551
3130AQWF6 559
3130AQWJ8 560
3130AQZ55 563
3130ARCV1 565
3130ARGE5 566
3130A5320 568
3130A5567 571
3130ASS91 572
3134GWCG9 530
3134GXMX9 564
3134GXQP2 567
3'I34GXUM4 569
3136G4C43 527
3135GA2z3 532
CUSIP lnvestment #
Treasury Discounts -Amortizing
912797FK8 577
912796236 578
Miscellaneous Securities - Coupon
255651KY6 537
63877NMM6 531
lssuer
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Mtg Corp
Fed. Home Loan Mtg CorP
Fed. Home Loan Mtg CorP
Fed. Home Loan Mtg CorP
Fed. Nat I Mortgage Assoc
Fed. Nat'l Mortgage Assoc
Subtotal and Average
United States Treasury Bill
United States Treasury Bill
Subtotal and Average
Dixon CA Unified School Dist
Natomas CA Sch Dist AA lnsured
Average
El.ltn.a
41,700,393.86
801,514.84
Purchase
Date
06t3012021
07t2812021
02t17t2021
02t2512021
0212412021
03t1612021
0311812021
0312412021
03t30t2021
04t22t2021
06t3012021
o2t2512022
0212412022
03t10t2022
03t2812022
04t21t2022
05t26t2022
0811612022
08t1012022
07t30t2020
03t2512022
04t2812022
06t0712022
0811412020
11t17 t2020
0211812021
10t0112020
05t1812023
05t18t2023
Par Value
2,000,000.00
3,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
41,700,000.00
500,000.00
300,000.00
800,000.00
3,000,000.00
3,000,000.00
1,838,520.00
2,655,480.00
897,560.00
896,320.00
1,794,020.00
1,799,420.00
91 1,890.00
901,020.00
1,789,460.00
893,1 1 0.00
1,803,460.00
919,060.00
91 6,1 10.00
930,1 80.00
1,950,920.00
944,060.00
1,643,441.00
97s,410.00
965,470.00
922,410.00
950,920.00
962,750.00
974,640.00
1,828,020.00
1,812,500.00
Market Value
38,263,731.00
474,865.00
275,574.OO
750,439.00
2,941,290.00
2,980,650.00
2,000,000.00
3,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,385.38
'1,000,000.00
1,000,000.00
1,000,000.00
2,000,000,00
2,000,000.00
41,700,385.38
501,460.54
300,000.00
801,450.54
2,942,840.09
2,980,107.58
730 0613012025
1,123 0712812026
962 0211712026
970 02t2512026
969 0212412026
989 03/16/2026
718 0611812025
997 0312412026
1,003 03/30/2026
1,026 0412212026
1,095 06/30/2026
1,335 0212512027
1,334 0212412027
1,348 0311012027
271 .0312812024
1,390 0412112027
514 1112612024
1,507 0811612027
1,501 0811012027
669 04/30/2025
633 0312512025
667 0412812025
342 0610712024
775 0811412025
870 11t1712025

0.740

0.870

0.625

0.600

0.625

0.800

0.530

0.875

1.000
1 .100

0.750

2.150

2.050

2.500

2.250

3.000

4.500

4.000

0.650

2.200

3.030

3.050

0.650

0.560

0.730

0.858

0.616

0.592

0.616

0.789

0.523

0.863

0.986

1.085

0.700

2.121

2.O22

2.466

1.846

2.959

4.438

3.945

0.621

2.170

2.988

3.008

0.641

0.552

0.672

1.100

4.995

5.054

1.349 933

0.395

1.085

0.653 534
397 0810112024
762 08t01t2025
138 1111612023
47 0811712023
Portfolio CITY
AP
Ptrt (Pnf-PVZ)Z.S.O
Run Oate: OA12112023 - 13:18

5.196

5.1 90

Page 16 of 199 ends

The City of lndian Wells
Portfolio Management
Portfolio Details - lnvestments
June 30,2023

Page 4 ends

custP lssuer
Subtotal and Average
Total and Average
lnvestment #
Average
5,910,899.35
83,8s2,646.95
Purchase
Date Par Value
6,000,000.00
8r,950,280.00
Market Value
5,921,940.00
77,168,487.52
n.l.n.6
Stated
Book Value Ratc Fitch
5,922,947.67
81,948,287.77
YTM Daysto
360 Maturitv
s.193 92

2.009 651
Portfolio CITY
AP
PM (PRF_PM2) 7.3.0Run Date:0€il2112023 - 13:18

Page 17 of 199 ends

.,;
I t- ','
AN ol''
\lINDI WELLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA92210
(760)346-2489CALITORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
201 4, 2O'l 5, 2016, 2O2O Series
Portfolio Management
Portfolio Summary
June 30, 2023
Par Market
Value
2,514.13
2,514.13
Fiscal Year To Date
000
2,514.13 100.00
2,5',14.13 100.00%
Fiscal Year Ending
Book
Value
"lo ol
Portfolio Term

0.00 Days to
Maturity
YTM
360 Equiv.

0.000

0.000
YTM
365 Equiv.

0.000

0.000
Portfolio 14A
CP
PM (PRF-PMI)7.3.0
Report Ver. 7.3.6.1
Value
2,514.13
2,514.13
30 Month Endinq
11 Total Earnings
Current Year
Average Daily Balance
Rate of Return
Reporting period 06/01 /2023-06/30/2023
June

0.00 2,503.97

0.00%
Run Date: OBl23l2O23 -'18:45

Page 18 of 199 ends

SYS28
SYS26
SYS25
SYS27
sYs24
lssuer
2014A Bonds Reserve
All Bond Series Principal
All Bond Series lnterest
All Bond Series Debt Svc
Cost Of lssuance Escrow
Subtotal and Average
Total and Average
Stated
BookValue Rate

0.00 '156.54

0.08 2,357.51

0.00 2,514.13
2,514.13

Page 1 ends

YTM Days to Maturity
Fitch 365 Maturitv Dale

0.000

0.000
Portfolio 14A
CP
PM (PRF_PM2) 7.3.0
201 4, 201 5, 2016, 2020 Series
Portfolio Management
Portfolio Details - lnvestments
June 30,2023
CUSIP lnvestment #
Money Market Sweep/Checking Account
Average
Balance
2,503.97
2,503.97
Purchase
Date
07t01t2022
07t01t2022
0710112022
0710112022
071o112022
Par Value

0.00 156.54

0.08 2,357.51

0.00 2,514.13
2,514.'13
Market Value

0.00 156.54

0.08 2,357.51

0.00 2,514.13
2,514.13
28 26
25 27
I
Run Date: Og23l2O23 - 18:45
Report Ver. 7.3.6.1

Page 19 of 199 ends

.rtlE/.iil .\./
V"WELLSINDIAN 2015 A Bonds
Portfolio Management
Portfolio Summary
June 30, 2023
City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA92210
(760)346-2489

YTM YTM

CALIFORNIA
Market Book o/" ol Days to
Maturitylnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective of Return
Kevin Agency
Reporting period 05/01/2023-0613012023
Par
Value

1.00 1.00
June 30 Month Ending

1.00 1.00
Fiscal Year To Date

0.00 1.00

1.00 100.00%
Fiscal Year Ending
Term

0.00 11
360 Equiv. 365 ulv.

0.000 0.000

0.000 0.000
Portfolio 15A
CP
PM (PRF_PMl ) 7.3.0
Report Ver. 7.3.6.1

0.00 1.00

0.00%
Run Date: Ogl23l2o23 - 1A.52

Page 20 of 199 ends

CUSIP lnvestment #
Money Market Sweep/Checking Account
lssuer
201 5 A Reserve
UBC Cost Of lssuance Escrow
Subtotal and Average
Total and Average
2015 A Bonds
Portfolio Management
Portfolio Details - lnvestments
June 30, 2023
Purchase
Date Par Value
0710112022
07to112022

1.00 1.00

Page 1 ends

Average
Er.l.n.6

1.00 1.00
Market Value
r.00

1.00 Stated
Book Value Ft.ta

1.00 t.00
YTM Daysto
365 Maturitv

0.000

0.000
Maturity
Portfolio 15A
CP
PM (PRF_PM2) 7.3.0
Fitch
SYS27
sYs22
27 22

1.00 0.00

1.00 0.00
Run Date: OU23|2O23 - 18:52
Report Ver. 7.3.6.1

Page 21 of 199 ends

i. i
,,\:'wINDIAN LSEL 2016 A Bonds
Portfolio Management
Portfolio Summary
June 30, 2023
City of lndian Wells
44-950 Eldorado Drive
lndian Wells C492210
(760)346-2489CALIFORNIA
Par Book %ol Days to YTM
360 Equiv.

YTM
365 Equiv.lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective of Return
Kevin Agency
Reporting period 06/01 /2023-OGl3Ol2023

1.00 1.00
June 30 Month Ending
Market
Value

1.00 1.00
Fiscal Year To Date

0.00 1.00 100.00

1.00 100.00%
Fiscal Year Ending
Term

0.00 0.000

0.000
0 000

0.000
Portfolio 16A
CP
PM (PRF_PM1) 7.3.0
Report ver. 7.3.6.1

0.00 1.00

0.00%
Run Date: OAl23l2O23 - 1A:53

Page 22 of 199 ends

CUSIP lnvestment #
Money Market Sweep/Checking Account
SYS28
sYs33
Subtotal and Average
Total and Average
lssuer
UBC Cost Of lssuance Escrow
Union Bank Reserve Account
2016 A Bonds
Portfolio Management
Portfolio Details - lnvestments
June 30, 2023
Purchase
Date Par Value
0710112022
0710112022

1.00 1.00

0.00 1.00

0.00 1.00
Stated
Book Value Flata Fitch

1.00 1.00

Page 1 ends

Maturity
I
2 Average

1.00 1.00
Market Value

1.00 1.00
YTM Days to
365 Maturitv

0.000

0.000 1

0.000
Portfolio 164
CP
PM (PRF_PM2) 7.3.0Run Date: OAl23l2O23 - 18:53
Report Ver. 7.3.6.1

Page 23 of 199 ends

,1 Ii.-..i
INDIAN']*"WELLS

CALIFOITNIA
City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA 922't0
(760)346-2489
2020 A Bonds
Portfolio Management
Portfolio Summary
June 30, 2023
lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective of Return
Kevin Treasuer
Reporting period 06/01 /2023-0613012023
Par

1.00 1.00
June 30 Month Ending
Market

1.00 1.00
Fiscal Year To Date

0.00 1 .00 100.00

1.00 100.00%
Fiscal Year Ending
Val
Book
Value
Yo ot
Portfolio Term

0.00 Days to
Maturity
YTM
360 Equiv.

0.000

0.000
YTM
365 Equiv,

0.000

0.000
Portfolio 20A
CP
PM (PRF_PMl ) 7.3.0
Report Ver. 7.3.6.1
1 0.00

1.00 0.00%
Run Date: OAl23l2O23 - 18:36

Page 24 of 199 ends

CUSIP lnvestment #
Money Market Sweep/Checking Account
sYsl
SYS2
Subtotal and Average
Total and Average
1 2
lssuer
2020 A Bonds COI
2020 A Bonds Reserve
Average
El.l.n^.
{.00

1.00 07to1t2022
07to1t2022
2O2O A Bonds
Portfolio Management
Portfolio Details - lnvestments
June 30, 2023
Purchase
Date Par Value

Page 1 ends

Stated YTM Days to Maturity
Book Value Rare Fitch 365 Maturiw n*o

1.00 0.000

1.00 0.000
Portfolio 204
CP
PM (PRF_PM2) 7.3.0
Market Value

1.00 0.00

1.00 0.000

0.000

0.00 1.00

1.00 1.00 1.00
Run Date: OAl23l2O23 - 18:36
Report Ver. 7.3.6.1

Page 25 of 199 ends

-!" ' ,,(i", /,i,
INDIAN 'r\,, WELLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA92210
(760)346-2489- CAL TORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earninqs
Current Year
Average Daily Balance
of Return
Treasuer
Reporting period 06/01/2023-0613012023
Value
10,721,350.87
10,721,350.87
June 30 Month Ending
Par
2022 Bonds
Portfolio Management
Portfolio Summary
June 30, 2023
Market
Val
10,721,350.87
10,721,350.87
Fiscal Year To Date

0.01 Book
Value
!" oI
Portfolio Term

0.01 Days to
Maturity
YTM
360 Equiv.

0.000

0.000
10,721,350.87 100.00
10,721,350.87 100.00%
Fiscal Year Ending
11 YTM
365 Equiv

0.000

0.000
Portfolio 22
CP
PM (PRF_PMl ) 7.3.0
Report Ver. 7.3.6.'1

0.00 10,677,999.04

0.00%
Run Date: 0812312023 - 18:13

Page 26 of 199 ends

2022 Bonds
Portfolio Management
Portfolio Details - Investments
June 30, 2023
Purchase
Date Par Valuelssuer
2022 Bonds COI
2022 Bonds lnterest
2022 Bonds Project Fund
2022 Bonds Redemption Fund
2022 Bonds Payment Fund
Stated
BookValue RatE

Page 1 ends

YTM Days to Maturity
Fitch 365 Maturitv DrfaCUSIPlnvestment #
Money Market Sweep/Checking Account
SYS2
SY54
SYSl
SYS5
SYS3
Subtotal and Average
Total and Average
2 4
1 5
3 Average
Balance
10,677,999.04
10,677,999.04
0710112022
03t16t2023
07t01t2022
0311612023
09t21t2022

0.00 585.54
10,71 9,896.63
866.63

2.O7
10,721,350.87
10,721,350.87
Market Value

0.00 585.54
10,71 9,896.63
866.63

2.O7
10,721,3sO.87
10,721,350.87

0.00 585.54
10,71 9,896.63
866.63

2.07 10,721,350.87
10,721,350.87

0.000

0.000
Portfolio 22
CP
PM (PRF-PM2) 7.3.0Run Date: OAl23l2O23 - 18:13
Report Ver. 7.3.6.1

Page 27 of 199 ends

INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Finance Department
Prepared by: Ruby D. Walla, Assistant Finance Director
Subject: City Treasurer’s Report for July 2023

RECOMMENDED ACTIONS:

Council RECEIVES and FILES the City Treasurer’s Report for July 2023.

DISCUSSION:

Attached are the monthly cash balance and investment reports for July 2023. Investments reflected in this report are “Marked-to-Market,” meaning the market value of the City’s investments is updated monthly. This method provides a clear depiction of the City’s portfolio’s value subject to the investment market’s performance. As a result, the City of Indian Wells maintains prudent fiscal reserves and minimizes un-invested cash.

Cash and Investments

As of July 31, 2023:
 The City’s cash and investments totaled $76,135,198.86  The City’s portfolio earned a 2.184% rate of return.

Treasurer’s Certification

Page 28 of 199 ends

since all possible cash demands cannot be anticipated, the portfolio consists mainly of securities with active secondary or resale markets (dynamic liquidity).

Fiscal Prudence

Background

Staff provides Council with a monthly update to the Treasurer’s Report. The Report presents the City’s cash activity and investment portfolio and includes a reconciliation between investment balances and General Ledger. Specifically, the report provides information on the types of investments, dates of maturities, costs, the updated market value of securities, and rates of interest earned in the portfolio.

ATTACHMENTS:

1. City Treasurer’s Report

Page 29 of 199 ends

T \Commonbrkhih recon. l6tn t24w23 07 RPl,Jul &nk ReJul n rred Out5tandinq WaiianbAVire TransfeG
OuBbndlnq Payrcll Warranb/Wfe Transfere
Dercslt in Transit
OuBtandlnO Outqoinq ACH Pavments
credit Card in Transit
(705,293.32\

0.00 (32,793.47 )
53,593.48
33,491.98
I 76,13s,r98,45
u{tN23
Bank Reconciliation Report - CiW Held Cash
Finance Department
of Indian Wells
1 2
3 6
7 4
8 9
10 19
2t
480
,$4
,$3
494
499
501
512
513
514
515
516
5t7
518
519
s20
521
s22
525
548
550
557
558
551
552
s74
s73
575
579
580
581
587
s88
587
524
526
s33
534
549
555
s75
527
529
s30
s32
534
535
s36
s39
541
542
544
546
551
552
553
554
555
559
s60
s63
565
564
s66
567
s68
s59
571
572
s82
537
531
577
574
583
584
Offindinq Ibms
Pacific Wstern Bank AccE, Payable **-**3411
Pacific Western Bank - Pavroll **'**1752
Pacific Wstem Bank _ Ambulance **-****7937
Pacific Wetern Bank - Public Funds MMA **-**i*5064
tJnion Bank of CA - Swep Inv6tment **"-***0121
Us Bank Monev Market - Invstment
Us Bank Monev Market - 4590

0.00 0.00

0.00 15,300.08

0.00 0.00
1,604,052.85
18,988.93
2,000,00
250,000.00
250,000.00
249,000.00
247,000.00
249,000.00
250,000.00
250,000,00
250,000.00
2s0,000,00
248,000.00
249,000,00
248,000.00
249.000.00
249,000,00
249,000.00
248,000.00
249,000.00
250,000.00
250,000.00
249,000.00
250,000.00
250,000.00
250,000.00
2s0,000.00
2s0,000.00
250,000.00
250,000.00
250,000.00
250,000.00
249,000,00
244,000,00
249,000.00
2,000,000.00
r,000,367.84
2,000,000.00
1,000.000.00
1,000,000,00
2,000,000.00
2,000,000.00
1,000,000,00
1,000,000.00
2,000,000.00

1.000,000.00

2.000,000,00
2,000,000,00
2,000,000.00
2,000,000.00
3,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
459t
PetW Cash
Ce4frcals of De6F : :: :cet@ 2so,ooooo
Ceftificate of Dercsit-Comenitv Capihl Bank 20033AM86
Cenificate of Dercsit-uSB Bank USA 90348JFF2
cediflcate of fhmit-RIA Federalcredit tinion 749622A10
Cedificate of DemsiFcapital One Bank I4042TAY3
Cedificate of DeposiFBankw6t 06652CH42
Cedificate of Dercsit-BplW Bank North Amerlc 055804V19
cetificte of Dercsii-Nlcolet Nation Bank 654062J22
CetifiGte of DeDosit-LMe Oak Bankinq Comoanv 5380361D4
CertifiGte of Dercsit-Alma Bank 0200808X4
Certificate of Demsit-State Bank of India 856285TF8
Cedificate of DeDosit-FiEt Natl Bank of l4ccreqq TX 32112UDR9 Certificate of trercsit-Cente6hte Bank 1520IODE4
Certlficate of Dercslt-Nodhwgt Bank 66736A8V0
Certificate of Dercslt-Encore Bank 29260!lBE4
C€rtlficate of Deruit-Fi6t Fredom Bank 32027BAlvl9
Certificate of Dercsit-Pacific Wstern Bank 69506YR15
Certificate of Derult'8ank of Baroda 06063HMS9
Certificate of D€rcsit-Tovota Financial sqs Bank 89235MKY6 Certificate of Dercsit-Grenstate Credit Union 39573LBLl Certificate of DercsifPentaqon Federal Credit [Jnion 7096214S1 Cefrificate of De@sit-Nelnet Bank, Inc 64034KAG6
Cetificte of Dercsit-B@l Bank 07371AYE7
Cenificte of Deposit-8eal Bank USA 0737rCE88
Cenificate of DeNsit-Austin Telco Fed Credit Union 0523928T3 Ceftificate of Dercsit-Capibl One NA 14042RUJ8
Ceftificate of Dercsit-Svnchronv Bank 87164XR65
Certlfl@te of DeMit-Pacific W6tem Eank
cedlficate of Demit-Paciflc Wstem Bank
cedificate of Demlt-Pacific Wstern Bank
certificate of Demsit-Pledalllon Bank Ubh 5B404DSW2
Certificate of Dercsit'Pitnev Bowes bnk 7244684G8
Cedificate of Dercsit-8ank Five Nine 062ll9CD2
Nat'l Mortqaqe Asft.

Fed. Farm Credit Bank 3133E1280
Fed. Home L@n Mtq CorD 3134GWCG9
Fed. Nafl l4oftoaqe Asw 3135GA223
Fed. Farm Credlt Bank 3l30AL3Sl
Fed, Farm credit Bank 3130AL6G4
Fed, Farm Credlt Bank 3130AL6]B
Fed. Farm credlt Bank 3130ALDN1
Fed, Farm Credit Bank 3130ALHZ0
Fed. Farm Credit Bank 3130AU62
Fed. Farm Credlt Bank 3130A1M143
Fed. Farm credlt Bank 3130A1w67
Fed. Farm Credit Bank 3130AMW57
Fed, Farm Credlt Bank 3133EMH2l
Fed, Farm Credit 9ank 3133E14167
Fed, Farm credit Bank 3133EF1N99
Fed, Farm Credlt Baok 3133EI1W73
Fed, Home Loan Bank 3130AOWF6
Fed. Home Loan Bank 3130AOWJ8
Fed. Home L@n Bank 3l30AOz55
Fed. Home Loan Bank 3130ARCVI
Fed. Home Loan Mtq coro 3134GXMX9
Fed, Home L@n Bank 3130ARGE5
Fed, Home Loan Mtq corp 3l34GxOP2
Fed, Home Loan Bank 3130A5320
Fed, Home Loan Bank 3134cxull4
Fed. Home Loan Bank 3130A5567
Fed. Home L@n Bank 3130ASS91
Fed. Farm Credit Eank 3133EPrc3
70 7 ,917 ,740.11
Dixon CA
Natomas CA kh@l Dishict 63877NMF16 300,000.00
Tr@suryDislnE-Amo*izinq .- - -..-..-untffi 2'955'58477
19 United Sht6 Treasury 8111912796236
United SbtG Treasury 8i1912197rc6
United States Treasury Bi l 912797F\14
2,993,213.25
988,487.73
980,454.36
Tfil P@led C.sh and Inv6tmenE
Fah Value Increase (over cost)
Items
ATTACHMENT #1

Page 30 of 199 ends

NET CASH & INVESTMENT SUMMARY JULY 2023
July
2023
July
2022UNRESTRICTED FUNDS

GENERAL FUND
101- GENERAL

TOTAL GENERAL FUND

RESTRICTED FUNDS

SPECIAL REVENUE FUNDS
202 - TRAFFIC SAFETY
203 - PUBLIC SAFETY 1/2 CENT SALES TAX
204 - MEASURE ''A"
209 - F.A.M.D. #1
210 - SCAQMD (VEHICLE REG,)
211 - AB 3229 COPS FUNDING
214 - GAS TAX 2103 MAINTENANCE
215 - GAS TAX 2105 MAINTENANCE
216 - GAS TAX 2106 CONSTRUCT/MAINT
217 - GAS TAX 2107 MAINTENANCE
218 - GAS TAX 2107.5 ENG./ADMIN
219 - GAS TAX RMRA
228 - EMERG. UPGRADE SERVICES
247 - AB 939 RECYCLING FUND
248 - SOLID WASTE
251 - STREET LIGHTING DISTRICT 2OOO.1
253- INDIAN WELLS VILLAS OPERATIONS
254- MOUNTAIN VIEW VILLAS OPERATIONS
256- HOUSING AUTHORITY
271 - ELDORADO DRIVE LLMD
272 - MONTECITO/STARDUST LLMD
273 - CASA DORADO LLMD
274 -THE COVE LLMD
275 - SH 11UIWGR (ENTRANCE) LLMD
276 - CLUBIIW LANE LLMD
277 - COLONY LLMD
278 - COLONY COV ESTATES LLMD
279 . DESERT HORIZONS LLMD
2BO - MOUNTAIN GATE LLMD
281 - MOUNTAIN GATE ESTATES LLMD
282 - VILLAGIO LLMD
283 - VAIDYA LLMD
284 - CLUB, SOUTH OF 111 LLMD
285 . MONTELENA LLMD
286 - SUNDANCE LLMD
287 . PROVINCE LLMD
2BB - PROVINCE DBAD

TOTAL SPECIAL REVENUE FUNDS

CAPITAL PROJECT FUNDS
310 - PARK FACILMES FEES
311 - TRANSPORTATION FACILMES FEES
313 - RECREATION FACILMES FEES
314 - PARK.IN-LIEU FEES
315 - CITYWIDE PUBLIC IMPROVEMENT FEE
316 - CAPTTAL IMPROVEMENT
319 . ART IN PUBLIC PLACES
321 - HIGHWAY 111 CIRCULATION IMP FEE

TOTAL CAPITAL PROJECT FUNDS
9il',#n'IJ)RIt+!g Y'5!s hs" to rt\c a s h 1 o J u L 2 3 1 L9$O7,L25.8L
12s.81 $16,250,32r.6r
L6,25O,32L.61
t7,250.54
22,9t9.53
766,87L.44
r,724,587.86
t5,702.07
78,129.77
15,808.69
12,090,28
10,233.84
17,790.26

1.00 118,013.28
5,322,274.53
303,771.70
L43,605.r7
L6,782.76
323,569.77
408,593,78
2,87L,r09.92
66,838.87
9,625.04
142.43
6,862.15
751,262.64
27,492.23
94,845.r4
52,894.33
154.00
105,245.63
46,882.07
253,787.78
35,222.46
33,725.82
98,279.23
504.00
79,420.83
s66.037.30
4,238.63
9,369.05
76,642.00
2,27r,719.49
13,570.02
33,333.36
6,265.05
4,556.56
3,586.19
6,337.76
L64.17
347,832.02
3,642,120.62
42r,257.r4
246,4L4.36
15,493.22
1,407,746.81
2,L86,33t.54
13,622,997.50
7r,870.09
9,r17.00
675.32
534.14
84,49t.76
22,647.84
106,212.34
62,290.90
303.00
LLz,750.07
57,046.t5
272,976.74
38,961.55
32,313.35
99,004.27
s22.00
82,399.38
s90.162.30
L32L8,328.L4 25,957$53.69
21,988.00
5,874.00
11,766,00
65,856.45
2,087,00
7,729,970.96
496,527.20

37.297.70

0.00 0.00

0.00 70,984.00
261,538.00
4,939,523.62
348,L57.6L
27,560.70
5F47,763.93
1:24 PMBI3O|2O23
7,77r,367.31

Page 31 of 199 ends

NET CASH & INVESTMENT SUMMARY JULY 2023
PAGE 2
RESTRICTED FUNDS (CONI.)

TOTAL REPLACEMENT FUNDS

SUCCESSOR AGENCY FUNDS
453 - DEBT SERVICE
456 - RDA OBLIGATION RETIREMENT
460 - INDIAN WELLS FINANCING AUTHORITY

TOTAL SUCCESSOR AGENCY FUNDS

ENTERPRISE FUNDS
560 - INDIAN WELLS GOLF RESORT

TOTAL ENTERPRISE FUNDS

INTERNAL SERVICE FUNDS
601 - OPEB BENEFIT FUND

TOTAL INTERNAL SERVICE FUNDS

RESERVE FUNDS
602 - COMPENSATED ABSENCES

TOTAL RESERVE FUNDS

TRUST & AGENCY FUNDS
732 - SPECIAL DEPOSITS

TOTAL TRUST & AGENCY FUNDS

TOTAL ALL FUNDS

FISCAL AGENTS
253 - INDIAN WELLS VILLAS
254 - MOUNTAIN VIEW VILI.AS
453 - US BANK TRUSTEE - SUCCESSOR AGENCY DEBT SERVICE
460 - US BANK - INDIAN WELLS FINANCE AUTHORITY
560 - INDIAN WELLS GOLF RESORT
601 - PARS SECNON 115 TRUST - PENSION
601 - PARS SECTION 115 TRUST - OPEB

TOTAL FISCAL AGENTS

TOTAL ALL FUNDS & FISCAL AGENTS

UNRESTRICTED FUNDS

RESTRICTED FUNDS
July
2023
July
2022
1,998,295.80
L,796,920.00
r,430,392.07
722,523.00
593,092.00
541,715.00
17,2rI,r2t.00
t24,239.00

0.00 292,977.00
1,759,893,80
1,809,625.00
1,440,405.07
727,374.00
597,733.00
545,871.00
19,848,108.00
t25,24r.00

0.00 0.00
24,71L,274.87 26,854,25O.87
5,166,863.00
2,L65,923.00
277.98
8,383,632.81
r,062,774.00

0.00 7,333,O63.98
1,500,000.00
9,446,406.8L
1 1,500,00o.0o
672.895.9r
L6.62
Lp52,5L6.62
0,00
672,895.9L o,00
583,091.00 612,512.00
583,O91.OO 6t2,5L2.OO
738,051.84 902.497.44
738,051.84
76,135,198.86
65,928.1B
206,437.68
2,5r2.62
10,721,350.87
562,883.87
884,631.61
2r4 711.20
12,658,456.O3
$ 88,793,654.89
L9$O7,L25.81
69,186,529.O8
s 88.793,654.89
9O2t497.44

22.97 523,362.67
1,154,815.13
t7.69
0,00
BLt,727.76
865,836.55
200,000.00
315551759.80
@
L6,25O,32L.6r
73,929,36r..L6
$ 9O,L79,682.77
1:24 PMBl3Ol2o23T:\Common\bank\Treasurer's Report\Cash 1 0JuL 23

Page 32 of 199 ends

:*J-i/
t "r': iJ--...4 \
INDIAN'ul'WELLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells C492210
(760)346-2489CALITORNiA
lnvestments
Bank Certificates of Deposit
Managed Pool Accounts - LAIF
Money Market Sweep/Checking Account
Negotiable CD's
Medium Term Corporate Notes
Federal Agency lssues - Callables
Miscellaneous Securities - Coupon
Treasury Discounts -Amortizing
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective Return
The
crite
are co
Kevin
Reporting period 07/01 /2023-07 l3'l 12023
Par
The Gity of lndian Wells
Portfolio Management
Portfolio Summary
July 31 ,2023
Market
750,000.00
8,733,740.21
3,272,002.O1
7,040,911 .42
7,248,930.00
40,322,313.00
752,980.00
7,912,750.00
Book
Value
750,000.00
8,733,740.21
3,272,O02.01
7,475,000.00
8,061,076.70
43,700,367.84
801,348.19
7,917,740.'t1
%of
Portfolio
Days to
Maturity
YTM
360 Equiv.

YTM
365 Equiv.Value
750,000.00
8,733,740.21
3,272,002.01
7,475,000.00
8,000,000.00
43,700,000.00
800,000.00
8,000,000.00
Term

0.93 10.82

4.05 9.26

9.99 54.14

0.99 9.81
254
1 1
1,794
1,803
1,590
1,449
134

5.323

3.260

2.702

1.805

1.341

1.530

0.653

5.1 63

5.397

3.305

2.739

1.830

1.360

1.551

0.662

5.234
199
1 1
834
977
876
503
74 80,730,742.22 76,033,626.64 80,711,275.06 100.00% 1,237 2.154 2.184 July 31 Month Endins Fiscal Year To Date
147,832.64 147,832.64
82,279,396.33

2.12o/o
from revenue and maturing investments will be sufficient to cover expenditures for the next six months. All securities are "Marked{o-Market" on a monthly basis.

Portfolio CITY
AP
PM (PRF_PM1) 7.3.0
Report Ver.7.3.5.1
663
Run Date: 0812912023 - 11.38

Page 33 of 199 ends

The Gity of lndian Wells
Portfolio Management
Portfolio Details - Investments
July 31,2023
Stated
BookValue Raie

Page 1 ends

YTM Days to Maturity
Fitch 360 Maturitv DrfeCUSIPlnvestment #
Bank Certificates of Deposit
SYS579
SYS58O
SYS581
579
580
581
lssuer
Pacific Western Bank
Pacific Western Bank
Pacific Western Bank
Average
Rehnac
902,000.00
10,731,702.20
2,949,607.68
Purchase
Date
06t07t2023
06t0712023
06t07t2023
07t0112022
07t0112022
08t30t2022
08t3012022
07t01t2022
07to1t2022
07101t2022
07t01t2022
03t3112020
09t2112022
0712212020
07t31t2023
07t26t2019
0212312022
02t2312022
o3t31t2020
07 t18t2019
09t21t2022
Par Value
250,000.00
250,000.00
250,000.00
750,000.00
8,733,740.21

0.00 8,733,740.21
3,272,OO2.01
250,000.00
250,000.00
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
247,000.00
250,000.00
Market Value
250,000.00
250,000.00
250,000.00
750,000.00
8,733,740.21

0.00 8,733,740.21
250,000.00
250,000.00
250,000.00
750,000.00
8,733,740.21

0.00 8,733,740.21
1 ,631 ,660.1 5

0.00 15,300.08

0.00 18,988.93
1,604,052.85

0.00 0.00

0.00 2,000.00
000
3,272,002.01
250,000.00
250,000.00
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
250,000.00
247,000.00
250,000.00

5.350

5.250

5.370

5.323 199

3.260

0.230

3.250
159 0110712024
98 1110712023
341 07t07t2024

5.350

5.250

5.370
J JUC

0.233

0.250

3.320

0.247

0.000

3.275

0.000

5.1 29

5.1 68

0.000

0.197

0.000

0.000
Subtotal and Average
Managed Pool Accounts - LAIF
SYS21 21 LAIF - CitY
SYS23 23 LAIF - Redevelopment
Subtotal and Average
Money Market Sweep/Checking Account
SYSl
SYS6
SYST
SYSs
SYS1 O
SYS9
SY52
SYS3
SY54
SYS19
SYS5
1 ,631 ,660.1 5

0.00 15,300.08

0.00 18,988.93
1,604,052.85

0.00 0.00

0.00 2,000.00

0.00 1 ,631 ,660.15

0.00 15,300.08

0.00 18,988.93
'1,604,052.85

0.00 0.00

0.00 2,000.00

0.00 1
6 7
8 10
o
2 4
19 5
Pacific Western Bank
Pacific Western Bank-Ambulance
Pacific Western-PublicFundsMMA
US Bank Money Market
US Bank Money Market-4591
US Bank Money Market4590
Pacific Western - Acct Payable
Pacific Western-Payroll
Union Bank-Checking
Petty Cash
WestAmerica Bank

0.200

5.200

5.240

1.400

3.800

0.700

4.500

2.000

1.900

1.550

2.300

3.900
3,272,002.01
234,035.00
237,837.50
227,224.95
241,358.19
240,643.56
223,812.50
223,812.50
234,697.50
240,140.81
238,855.00

2.702
Negotiable CD's
0200808X4
0523928T3
06063HMS9
062119CD2
06652CHA2
073714YE7
07371 CE88
05580AVX9
14042TAY3
1 4042RUJ8
515
574
525
589
501
561
562
512
499
573
Subtotal and Average
Alma Bank
Austin Telco Fed Credit Union
Bank of Baroda
Bank Five Nine
Bankwest lnc.

Beal Bank - Plano TX
Beal Bank USA

BMW BANK NORTH AMERICA
Capital One Bank USA NA
Capital One NA

1.380

3.748
0_690

4.438

1.973

1.874

1.529

0.000

0.000
605
1,512
721
1,823
360
1,296
1,296
608
330
1,512
0312812025
09t2112027
07t22t2025
07t2812028
0712612024
02t1712027
02t1712027
0313112025
06t26t2024
09t2112027
Portfolio CITY
AP
PM (PRF_PM2) 7.3.0Run Date: 0A12912023 - 11:38
Report Ver. 7.3.6.1

Page 34 of 199 ends

The Gity of lndian Wells
Portfolio Management
Portfolio Details - lnvestments
July 31,2023
Stated
Book Value P.r.

Page 2 ends

YTM Days to Maturity
a^n M.firrifvCUSIP
Negotiable CD's
1 5201QDE4
200334M86
254673U18
29260M8E4
32027BAM9
321 12UDRg
3957318L1
5380361D4
58404DSW2
64034KAG6
654062J22
6673648V0
69506YR15
709621AS1
724468AG8
7496224L0
856285TF8
87 1 64XR65
89235MKY6
90348JFF2
lnvestment #
Average
6,7s6,935.48
9,858,528.'10
Purchase
Date
04130t2020
10t3012018
10t03t2018
04t30t2020
04t30t2020
04t2812020
06t1612021
03131t2020
0713112023
0210212022
03t31t2020
04t30t2020
0413012020
0912s12021
07t3112023
06t2412019
04t29t2020
0912312022
04t2212021
10t3012018
0512812021
07t30t2021
05t14t2020
05t18t2023
02t2612021
01t22t2021
07t1712020
07t29t2020
0611712021
Par Value
248,000.00
250,000.00
250,000.00
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
249,000.00
250,000.00
250,000.00
249,000.00
248,000.00
249,000.00
244,000.00
249,000.00
248,000.00
250,000.00
250,000.00
250,000.00
7,475,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
8,000,000.00
2,000,000.00
2,000,000.00
Market Value
230,902.88
248,935.00
249,180.00
241,233.69
241 ,141.56
232,145.19
220,925.00
233,942.50
240,242.67
220,952.50
233,942.50
231,472.89
230,902.88
217,693.23
235,484.40
246,295.86
232,356.1 6
239,297.50
222,445.00
249,002.50
7,040,911.42
879,300.00
867,710.00
938,640.00
997,610.00
878,200.00
1,743,260.00
944,210.00
7,248,930.00
1 ,831,200.00
1,792,060.00
Medium Term Corporate Notes
06048\ /M31
06048\ Ail72
06406RAN7
24422EV1R6
48128G2Q2
46632FRU1
61 2285AE6
Federal Agency lssues - Callables
3133E1280 529
3133EMH21 552
lssuer
Centerstate Bank NA
Comenity Capital Bank
Discover Bank

ENCORE BANK
First Freedom Bank
First Natl Bank of Mccregor TX
Greenstate Credit Union
Live Oak Banking Company
Medallion Bank Utah
Nelnet Bank, lnc.

Nicolet National Bank
Northwest Bank
Pacific Western Bank CA CD
Pentagon Federal Credit Union
Pitney Bowes Bank lnc.

RIA Federal Credit Union
State Bank of lndia NY, NY CD
Synchrony Bank
Toyota Financial Sgs Bk
UBS Bank USA
Subtotal and Average
Bank of America MTN A
Bank of America MTN A
Bank of New York Mellon Corp
John Deere Capital Corp
JPMorgan Chase & Co
JP Morgan Chase Bank NA
Montebello CA Pens Oblig AA
Subtotal and Average
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fitch
518
484
480
520
521
517
550
514
587
558
513
519
JZZ
557
588
498
516
575
548
483
549
556
524
576
538
JJJ
526
248,000.00
250,000.00
250,000.00
249,000.00
249,000.00
249,000.00
250,000.00
250,000.00
249,000.00
250,000.00
250,000.00
249,000.00
248,000.00
249,000.00
244,000.00
249,000.00
248,000.00
250,000.00
2s0,000.00
250,000.00
7,475,000.00
1,000,000.00
1,000,000.00
1,006,590.50
1,024,488.94
1,000,000.00
2,000,000.00
1,029,997.26
8,061,076.70
2,000,000.00
2,000,000.00

1.250

3.450

3.300
1 .'150
1 .100
1_350

0.900

1.400

4.400

1.500

1.400

1.200

1.250

0.900

4.400

2.500

1.600

3.950

0.900

3.500

1.233

3.403

3.255
1 .135

1.086

1.332

0.888

1.382

4.406

1.479

1.382

1.184

1.233

0.888

0.000

2.468

1.578

3.896

0.888

3.454
638 04t3012025
90 10/30/2023
63 1010312023
273 0413012024
273 0413012024
636 04t2812025
1,050 06/16/2026
608 03t31t2025
1,826 07t3112028
1,281 0210212027
608 03/31/2025
638 04/30/2025
638 04t30t2025
1,155 09t2912026
1,826 0713112028
147 12t26t2023
637 04t29t2025
1,514 09t23t2027
995 04t22t2026
87 10t2712023
,t.805 834

1.250

1.200

1.600

4.750

0.800

0.700

2.503

1.233

1.184
1 .190

4.083

0.789

0.690

0.819
1,031
1,094
632
1,633
940
905
670
05t28t2026
07t30t2026
0412412025
01t2012028
0212612026
01t22t2026
06t0112025

0.580

0.900

1.341 977

0.572
0 888
72A 07t2912025

1.O49 06t15t2026
Portfolio CITY
AP
PM (PRF PM2) 7.3.0Run Date: 0812912023 - 1'l:38

Page 35 of 199 ends

The Gity of lndian Wells
Portfolio Management
Portfolio Details - lnvestments
July 31,2023
Stated
Book Value Rate

Page 3 ends

Fitch 360 Maturity
YTM Daysto Maturity
DateCUSIPlnvestment #
Federal Agency lssues - Callables
lssuer
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fed. Farm Credit Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Bank
Fed. Home Loan Mtg Corp
Fed. Home Loan Mtg Corp
Fed. Home Loan Mtg Corp
Fed. Home Loan Mtg Corp
Fed. Nat'l Mortgage Assoc
Fed. Nat'l Mortgage Assoc
31 33EML67
3133EMN99
3133EMW/3
3133EPPC3
31 30AL3S1
31 30AL6G4
31 30AL6J8
31 3OALDNl
3130ALHZ0
31 3oALJ62
31 3OALMM3
3130A1W67
31304MW57
313OAQWF6
313OAQWJ8
31 30AQZ55
31 30ARCV1
31 3OARGEs
31 30AS3Z0
31 30A5567
31 30AS591
3134GWCG9
31 34GXMX9
31 34GXQP2
31 34GXUM4
31 36G4C43
31 35GA2Z3
2556s1 KY6
63877NMM6
553
554
555
582
534
535
536
539
541
542
544
546
551
559
560
563
565
566
568
571
572
530
564
567
569
527
532
537
531
Average
Er.bn^6
43,571,343.80
Purchase
Date
06t22t2021
0613012021
0712a12021
07to3t2023
0211712021
0212512021
02t24t2021
03t16t2021
03t18t2021
03t24t2021
03t3012021
0412212021
06t30t2021
02t25t2022
02t2412022
03t1012022
03t28t2022
o4t2112022
0512612022
0811612022
0811012022
0713012020
03t25t2022
0412812022
0610712022
08t1412020
11t17 t2020
0211812021
10t01t2020
Par Value
2,000,000.00
2,000,000.00
3,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
43,700,000.00
500,000.00
300,000.00
Market Value
1,771,260.OO
1,842,620.00
2,678,670.00
1,997,900.00
899,520.00
898,300.00
1,797 ,940.OO
1,802,680.00
919,300.00
902,540 00
1 ,810,400.00
904,590.00
1,805,780.00
91 1,750.00
908,740.00
922,300.0_0
1,958,540.00
937,040.00
1,645,753.00
970,690.00
959,850.00
923,040.00
950,1 00.00
961,640.00
977,910.00
1 ,831,560.00
1,808,640.00
40,322,313.00
476,305.00
276,675.00
2,000,000.00
2,000,000.00
3,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
1,000,000.00
1,700,000.00
1,000,000.00
1,000,000.00
1,000,367.84
1,000,000.00
1,000,000.00
1,000,000.00
2,000,000.00
2,000,000.00
43,700,367.84
501,348.19
300,000.00

0.800

0.740

0.870

5.375

0.625

0.600

0.625

0.800

0.530

0.875

1.000
1 .100

0.750

2.150

2.050

2.500

2.250

3.000

4.500

4.000

0.650

2.200

3.030

3.050

0.650

0.560

0.672
1 .100

0.789

0.730

0.858

5.301

0.616

0.592

0.616

0.789

0.523

0.863

0.986

1.085

0.700

2.121

2.022

2.466

1.846

2.959
t oEo

4.438

3.945

0.621

2.170

2.988

3.008

0.641

0.552
1,056 06t2212026
699 06/30/2025
1,092 07t28t2026
337 07t03r2024
931 0211712026
939 0212512026
93A O2124t2026
958 03/16/2026
687 06t1812025
966 0312412026
972 0313012026
995 04t22t2026
1,064 06t3012026
1,304 02t25t2027
1,303 0212412027
1,317 03t10t2027
240 0312812024
1,359 0412112027
483 11t26t2024
1,476 08t16t2027
1,470 0811012027
638 04/30/2025
602 03t2512025
636 0412812025
311 0610712024
744 0811412025
839 11t17t2025
Miscellaneous Securities - Coupon
Subtotal and Average
Dixon CA Unified School Dist
Natomas CA Sch Dist AA lnsured
't.530 876

0.395
'1.085

0.6ss 503
366 0810112024
731 0810112025
Portfolio CITY
AP
PM (PRF_PM2) 7.3.0Run Date: OAl29l2O23 - 1134
Subtotal and Average 801,400.74 800,000.00 752,980.00 801,348.19

Page 36 of 199 ends

The Gity of lndian Wells
Portfolio Management
Portfolio Details - Investments
July 31,2023

Page 4 ends

Stated YTM Days to Maturity
Book Value P.ra Fitch ?All MrtrrritvCUSIPlnvestment #
Treasury Discounts -Amortizing
lssuer
United States Treasury Bill
United States Treasury Bill
United States Treasury Bill
United States Treasury Bill
Subtotal and Average
Total and Average
912797FKg
912796236
912797FC6
912797FV4
577
578
583
584
Average
6,697,878.33
82,279,396.33
Purchase
Date
05t1812023
05t18t2023
07t20t2023
0712012023
Par Value
3,000,000.00
3,000,000.00
1,000,000.00
1,000,000.00
8,000,000.00
80,730,742.22
Market Value
2,953,080.00
2,993,010.00
987,430.00
979,230.00
7,9't2,750.00
76,033,625.64
2,955,584.77
2,993,213.25
9A8,487.73
980,454.36
7,917,740.11
80,711,275.05

4.995

5.054

4.856

5.1 96

5.1 90

4.989

5.1 53
107 11t1612023
16 08t17t2023
86 10t2612023
142 12t21t2023

5.163 74

2.154 663
Portfolio CITY
AP
PM (PRF_PM2) 7.3.0Run Date: Og29l2o23 - 11:34

Page 37 of 199 ends

-;,1'-- /) --.,,1 \r
:! (
INDIAN + WELLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA92210
(760)346-2489

YTM YTM
360 Equiv. 365 Equiv.

0.000 0.000

0.000 0.000
Portfolio 14A
CP
PM (PRF_PM1) 7.3.0
Report Ver. 7.3.6.1

CATIFORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average
Reporting period 07/01 /2023-07 131 12023
201 4, 201 5, 2016, 2020 Series
Portfolio Management
Portfolio Summary
July 31,2023
Par
Value
2,524.44
2,524.44
July 31 Month Ending
Market
Value
2,524.44
2,524.44
Fiscal Year To Date

0.00 2,524.44 100.00
2,524.44 100.00%
Book
Value
o/" ol
Portfolio Term
Days to
Maturity
1 0.00
2,514.46

0.00%
Run Date: ogl29l2123 -'12.52

Page 38 of 199 ends

201 4, 2015, 2016, 2020 Series
Portfolio Management
Portfolio Details - lnvestments
July 31, 2023

Page 1 ends

Stated YTM Days to Maturity
Book Value Raie Fitch 365 Maturitv DateCUSIPlnvestment # Money Market Sweep/Checking Account
sYs28
SYS26
SYS25
SYS27
SYS24
Subtotal and Average
Total and Average
28 26
25 27
1 lssuer
20144 Bonds Reserve
All Bond Series Principal
All Bond Series lnterest
All Bond Series Debt Svc
Cost Of lssuance Escrow
Average Purchase
Dale
07t01t2022
07t01t2022
07t01t2022
07t0112022
0710112022

0.00 157.19

0.08 2,367.17

0.00 2,524.M
2,s24.M

0.00 157.19

0.08 2,367.17

0.00 2,524.4
2,524.4

0.000

0.000
Par Value Market Value

0.00 1 57.1 9

0.08 2,367.17

0.00 2,524.&
2,524.44
2,514.46
2,514.46

0.000

0.000
Portfolio 14A
CP
PM (PRF PM2) 7.3.0Run Date: 0812912023 - 12:52
Report Ver. 7.3.6.'1

Page 39 of 199 ends

,lJ- '(Er/
d ,rr
INDIAN T} WELLS
City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA92210
(760)346-2489

YTM YTM
360 Equiv. 365 Equiv.

0.000 0.000

CALIFORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
2015 A Bonds
Portfolio Management
Portfolio Summary
July 31,2023
Par
Value

1.00 1.00
Market
Value

1.00 1.00
Book
Value Term
Days to
Maturity
oh oI
Portfolio
1 .00 100.00

1.00 100.00%
Total Earnings
Current Year
Average Balance
Return
Kevin Agency rer
Reporting peiod O7 l0'l 12023-07 131 12023
Ju 31 Month Ending Fiscal Year To Date

0.000.00

1.00 0.00%
Portfolio 15A
CP
PM (PRF_PM1) 7.3.0
Report Ver. 7.3.6.1Run Date: Ogl29l2123 - 12:59

Page 40 of 199 ends

CUSIP lnvestment #
Money Market Sweep/Checking Account
SYS27
SYS22
Subtotal and Average
Total and Average
27 22
lssuer
2015 A Reserve
UBC Cost Of lssuance Escrow
2015 A Bonds
Portfolio Management
Portfolio Details - lnvestments
July 31,2023
Purchase
Date Par Value
07t01t2022
07to1t2022

1.00 1.00

1.00 0.00

Page 1 ends

YTM Days to Maturity
Fif.h ?44 M.firrilv

0.000

0.000 1
Portfolio 15A
CP
PM (PRF_PM2) 7.3.0
Average
Rrlanaa

1.00 1.00
Market Value
{.00

1.00 Stated
Book Value p'ta

1.00 t.00
Run Date: og29l2o23 - 12:59
Report Ver. 7.3.6.1

Page 41 of 199 ends

- tr'&,t
INDIANfoTWILLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells C492210
(760)346-2489CALIFORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective Rate
Kevin Treasurer
Reporting period O7 101 12023-07 l3'l 12023
Value

1.00 1.00
July 31 Month Ending
2016 A Bonds
Portfolio Management
Portfolio Summary
July 31, 2023
Par Market
Value

1.00 1.00
Fiscal Year To Date

0.00 1 .00 100.00

1.00 100.00%
Book
Value
o/o ol
Portfolio
Days to
Maturity
YTM
360 Equiv.

0.000

0.000
YTM
365 Equiv.

0.000

0.000
Portfolio'164
CP
PM (PRF_PM1) 7.3.0
Report Ver. 7.3.6.1
Term
11 0.00

1.00 0.00%
Run Date: ou29l2o23 - 12:55

Page 42 of 199 ends

CUSIP lnvestment #lssuer
Money Market Sweep/Checking Account
SYS28 1 UBC Cost Of lssuance Escrow
SYS33 2 Union Bank Reserve Account
Subtotal and Average
Total and Average
2016 A Bonds
Portfolio Management
Portfolio Details - lnvestments
July 31,2023
Purchase
Date Par Value
07101t2022
071o112022
{.00

1.00 0.00

1.00

Page 1 ends

Stated YTM Days to Maturity
Book Value p2ra Fitch 365 Maturitv l.).tF

0.000

1.00 0.000

1.00 0.000
Portfolio 16A
CP
PM (PRF_PM2) 7.3.0
Average
L00

1.00 Market Value

1.00 1.00
Run Dale: Oa12912023 - 12:55
Report Ver. 7.3.6.1

Page 43 of 199 ends

IND ELLS
i- :ir- /F.-/
IAN\\,W

CALIFORNIA
City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA 92210
(760)346-2489

YTM YTM
360 Equiv. 365 Equiv.

0.000 0.000

0.000 0.000
Portfolio 20A
CP
PM (PRF_PMI ) 7.3.0
Report Ver. 7.3.6.1
2020 A Bonds
Portfolio Management
Portfolio Summary
July 31,2023
Par Market
Value
'1.00

1.00 Fiscal Year To Date

0.00 1.00 100.00

1.00 100.00%
Book
Value
To of
Portfolio Term
Days to
Maturitylnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Effective Return
Agency Treasuer
Reporting period O7 lO1 12023-07 l31 12023
Value

1.00 1.00
Julv 31 Month Endinq
1 0.00

1.00 0.00%
Run Date: 0812912023 - 12:37

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2020 A Bonds
Portfolio Management
Portfolio Details - lnvestments
July 31 ,2023
Purchase
Date Par Value

Page 1 ends

CUSIP lnvestment #
Money Market Sweep/Ghecking Account
sYsl
SYS2
Subtotal and Average
Total and Average
lssuer
2020 A Bonds COI
2020 A Bonds Reserve
Average
Erlanaa

1.00 1.00
Market Value
r.00
L00
Stated
Book Value Fl.re

0.00 1.00
r.00

1.00 YTM Daysto
365 Maturitv

0.000

0.000
Maturity
n.t6
Portfolio 20A
CP
PM (PRF_PM2) 7.3.0
Fitch
1 2
07t01t2022
07t01t2022

0.00 1_00

0.00 1.00

1.00 1.00
Run Date: 0812912023 - 12:37
Report Ver. 7.3.6.1

Page 45 of 199 ends

_,&t
INDIANUTITwELLS City of lndian Wells
44-950 Eldorado Drive
lndian Wells CA922'lO
(760)346-2489CALIFORNIA
lnvestments
Money Market Sweep/Checking Account
lnvestments
Total Earnings
Current Year
Average Daily Balance
Return
Kevin Treasue
Reporting period 07 lO1 12023-07 131 12023
Value
8,999,019.64
8,999,019.64
July 31 Month Ending

0.00 10,665,791.80

0.00%
Market
Value
8,999,019.64
8,999,0'19.64
Fiscal Year To Date

0.00 Book
Valrra
o/" ol
Portfolio

8.999.019.64 100.00
8,999,019.64 100.00%
2022 Bonds
Portfolio Management
Portfolio Summary
July 31,2023
Par Days to
Maturity
YTM
360 Equiv.

0.000

0.000
YTM
365 Equiv.

0.000

0.000
Portfolio 22
CP
PM (PRF_PM1) 7.3.0
Report Ver. 7.3.6.1
Term
1 Run Date: Ogl29l2o23 - 12:07

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2022 Bonds
Portfolio Management
Portfolio Details - Investments
July 31,2023
Purchase
Date Par Value

Page 1 ends

CUSIP lnvestment #
Money Market Sweep/Checking Account
SYS2
SY54
SYSl
SYS5
SYS3
Subtotal and Average
Total and Average
lssuer
2022 Bonds COI
2022 Bonds lnterest
2022 Bonds Project Fund
2022 Bonds Redemption Fund
2022 Bonds Payment Fund
Average
10,665,791.80
r 0,665,791.80
0710112022
0311612023
07to112022
0311612023
0912112022

0.00 587.94
8,997,559.44
870.1 8

2.08 8,999,019.54
8,999,0r9.64
Market Value

0.00 587.94
8,997,559.44
870.1 8

2.08 8,999,0r9.64
8,999,0r9.64
Stated
Book Value Fl.ta

0.00 587.94
8,997,559.44
870.1 8
204
8,999,0r9.64
8,999,0'19.64
YTM Daysto
365 Maturitu
Maturity
Dale
Porllolio 22
CP
PM (PRF_PM2) 7.3.0
Fitch
2 4
1 E
3 0.000

0.000

0.000
Run Date: Oal29l2o23 - 12:07
Report Ver.7.3.6.1

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Finance Department
Prepared by: Kevin McCarthy, City Finance Director
Subject: Adoption of Other Post Employment Benefits
(OPEB)/Pension 115 Trust Program

RECOMMENDED ACTIONS:

Council APPROVES the adoption of the Multiple Employer Other Post Employment Benefits (OPEB)/Pension 115 Trust administered by Shuster Advisory Group; and,

FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060.

BACKGROUND:

Shuster Advisory Group (Shuster) has served as the City’s fiduciary advisor since August 2019. Shuster has fiduciary responsibilities for the City’s 457 deferred compensation and 401 (a) account(s). Since the implementation, employees in the Plan have saved approximately $150,000 from the reduction in recordkeeping fees.

Shuster offers Section 115 Trust investment options similar to the City’s Section 115 Trust agreements with CalPERS and Public Agency Retirement Services (PARS). The City’s Section 115 Trust program is part of an overall good governance strategy of matching long-term investment returns to long-term pension liabilities to generate taxpayer savings. This is the same strategy employed by the City years ago to pay off the unfunded portion of the pension liability, saving taxpayers $6.0 million.

In April 2023, the Finance Committee met to consider onboarding Shuster to the City’s Section 115 Trust program to offset Other Post Employment Benefits (OPEB) and Employee Pension costs. Based on a comprehensive analysis of all three Section 115 Trust Advisors, significant savings in administration costs are available from the Shuster Trust.

After discussion and review, the Finance Committee approved the addition of the Shuster Section 115 Trust to foster additional competition and diversification among Section 115 Trust Advisors. No additional funds are requested now; assets will be transferred from

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the CalPERS Trust to the Shuster Trust to drive the competition. With the onboarding of Shuster, the Finance Committee now requires an annual comparison of financial performance between Section 115 Trust Advisors.

Assets in a 115 Trust are irrevocably committed to the government function specified in the applicable trust agreement. Additionally, monies held in such trusts can be invested in accordance with the rules governing those trusts, which are different from the investment rules for the City’s pooled investments. Investment restrictions that apply to the City (CA Government Code 53601) do not apply to the assets held in an Irrevocable Section 115 Trust, thus allowing for more flexibility in the investment strategy. Setting aside funds in a Section 115 Trust can potentially earn a higher rate of return than funds invested within 53601 guidelines. These potentially higher returns are used to reduce taxpayer costs.

Shuster Advisory Group, LLC

Shuster is an independent investment advisory firm and fiduciary. Shuster provides governmental and institutional retirement plan consulting services and private wealth management. Shuster is an SEC-Registered Investment Advisor with over $5 billion in assets under management, focusing on serving the unique needs of governmental agencies and special districts serving over 80 cities, agencies, and public entities. Shuster serves as fiduciary to plan investments and provides investment selection, monitoring, and management.

Shuster currently serves as the City’s fiduciary investment advisor and plan cons ultant for our 457(b) and 401(a) plans. The services provided by Shuster offer a low-cost, transparent structure and approach. Acquiring Shuster for these services resulted in an 83% reduction in plan record-keeping and administration costs and an overall total plan cost reduction of approximately 50% for the 457(b) and 401(a) plans, in addition to an improvement in the quality of the investments available in the retirement plan. With Shuster’s ongoing oversight, Staff expects similar results with the Section 115 Trust as experienced with the 457(b) and 401(a) plans.

FISCAL IMPACT:

After a review of the current fee structure and investment portfolios, it was determined that significant savings (up to a 50% reduction from the current PARS), in addition t o improved investment flexibility, customization, transparency, and service. Staff’s valuation process concluded that the program offered by Shuster provides the greatest flexibility of investment options and competitive fees for the comprehensive services the City will receive, including but not limited to fiduciary services, consolidated full fee transparency, fully customizable investment options, individual accounts (providing daily valuation and account access), a blend of active and passive investment options with optional private equity/debt, GASB compliant reporting, and a dedicated local service

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team. To the extent that cost savings for administering the trust can be achieved, that is additional money that will stay in the trust and earn interest over time.

Shuster will provide multiple investment strategies that combine active and passive (index) investment solutions to take advantage of the optimum mix of investments from both an investment return and cost perspective. If the City desires, Shuster will also provide a custom portfolio at no additional cost.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)

This action has been reviewed per the authority and criteria contained in the California Environmental Quality Act (CEQA), the State and local CEQA Guidelines, and the City's environmental regulations. The City, acting as the Lead Agency, determined that the ordinance is not subject to CEQA pursuant to Sections 15060(c)(2), 15060(c)(3), and 15061(b)(3) of the State CEQA Guidelines, because it will not result in a direct or reasonably foreseeable indirect physical change to the environment as there is no possibility that the action would result in a significant environmental impact, and because it does not constitute a “project” as defined in Section 15378 of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3.

ATTACHMENTS:

1. Resolution

2. Multiple Employer OPEB/Pension 115 Trust

3. Trust Administrative Services Agreement

4. Investment Advisor Agreement

Page 50 of 199 ends

26529.00000\41490336.5
1 RESOLUTION NO. 2023___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIAN WELLS,

CALIFORNIA, APPROVING THE ADOPTION OF THE MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST ADMINISTERED BY SHUSTER ADVISORY

GROUP, LLC
WHEREAS, Shuster Advisory Group, LLC (“Shuster”) has made available the Multiple Employer OPEB/Pension 115 Trust (Trust) for the purpose of pre-funding pension obligations and/or OPEB obligations; and
WHEREAS, the City of Indian Wells (“City”) is eligible to participate in a tax-exempt trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code, as amended, and the Regulations issued there under, and is a tax-exempt trust under the relevant statutory provisions of the State of California; and WHEREAS, Alta Trust Company satisfies the Trustee requirements under IRS section 115; and
WHEREAS, all qualified assets currently held in the City’s California Employers’ Retiree Benefit Trust (CERBT) are irrevocably dedicated to prefunding the City’s OPEB obligations; and
WHEREAS, the City’s adoption and operation of the Trust has no effect on any current or former employee’s entitlement to post-employment benefits; and WHEREAS, the terms and conditions of post-employment benefit entitlement, if any, are governed by contracts separate from and independent of the Trust; and WHEREAS, the City Council has prudently set aside funds for the OPEB liability; and WHEREAS, the City’s funding of the Trust does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right; and WHEREAS, the City reserves the right to make contributions, if any, to the Trust.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIAN WELLS DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:

SECTION 1. The City Council hereby adopts the Shuster Multiple Employer OPEB/Pension 115 Trust, effective September 7, 2023; and SECTION 2. The City Council hereby authorizes the City Administrator to transfer up to $7 million from the City of Indian Wells California Employers’ Retiree Benefit Trust (CERBT) Program to the Trust.

SECTION 3. The City Council hereby authorizes the appointment of Alta Trust Company as Trustee and Charles Schwab Trust Bank as custodian of the Trust and deposited ATTACHMENT #1

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26529.00000\41490336.5

City of Indian Wells
Resolution 2023-__

Page 2 ends

2 assets. The transfer of assets is contingent upon the acceptance of Alta Trust Company as Trustee and Charles Schwab Trust Bank as custodian; and

SECTION 4. Based on Shuster’s representations and warranties in the Trust Administrative Services Agreement between the City and Shuster, the City Council certifies that the Trust satisfies the requirements of Section 115 of the Internal Revenue Code and that all assets held by that trust shall qualify as “plan assets” that are irrevocably dedicated to the prefunding of OPEB and Pension obligations; and

SECTION 5. The City Council hereby appoints the City Manager, or his/her successor, or his/her designee as the City’s Administrator for the Trust; and

SECTION 6. The City’s Administrator is hereby authorized to execute the legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City’s participation in the Trust and to maintain compliance with any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City’s Trust.

SECTION 7. The City’s Administrator is hereby authorized to transfer assets from the City of Indian Wells California Employers’ Retiree Benefit Trust (CERBT) Program to the Trust.

SECTION 8. That said action was taken during a regular meeting of the Indian Wells City Council.

SECTION 9. The Mayor shall sign and the City Clerk shall certify the passage and adoption of this Resolution and thereupon the same shall take effect and be in force.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Indian Wells, California at a regular meeting held on the 7th day of September 2023.

__________________________________

DONNA GRIFFITH
MAYOR

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City of Indian Wells
Resolution 2023-__

Page 3 ends

3 CERTIFICATION FOR RESOLUTION NO. 2023-__

I, Angelica Avila, City Clerk of the City Council of the City of Indian Wells, California, DO HEREBY CERTIFY that the whole number of the members of the City Council is five (5); that the above and foregoing was duly and regularly passed adopted at a regular meeting of the City Council of the City of Indian Wells on the 7th day of September 2023, by the following vote:

AYES:

NOES:

ATTEST: APPROVED AS TO FORM:

__________________________ _____________________________

ANGELICA AVILA TODD LEISHMAN

CITY CLERK CITY ATTORNEY

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26529.00000\41421350.7
08/29/23

ADOPTION AGREEMENT

FOR THE
MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST
ATTACHMENT #2

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TABLE OF CONTENTS
Page

INTRODUCTION ........................................................................................................................ 1 ARTICLE 1 EMPLOYER INFORMATION ................................................................................... 1 ARTICLE 2 PLAN INFORMATION .............................................................................................. 1 ARTICLE 3 TRUST ADMINISTRATIVE SERVICES.................................................................... 2 ARTICLE 4 INVESTMENTS ........................................................................................................ 2 ARTICLE 5 TRUST FEES AND EXPENSES .............................................................................. 2 ARTICLE 6 REPRESENTATIONS AND WARRANTIES ............................................................. 2 ARTICLE 7 STANDARD OF CARE AND INDEMNIFICATION .................................................... 3 ARTICLE 8 AMENDMENT .......................................................................................................... 3 ARTICLE 9 NO GUARANTEE OF INVESTMENT RESULTS ...................................................... 4 ARTICLE 10 ADOPTION OF TRUST .......................................................................................... 4 EXHIBIT A .............................................................................................................................. A-1 EXHIBIT B .............................................................................................................................. B-1 EXHIBIT C C-1

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1 INTRODUCTION
By executing this Adoption Agreement, the Employer named in Article 1 of this Adoption Agreement hereby adopts and agrees to be bound by the terms of the Multiple Employer OPEB/Pension 115 Trust (the “Trust”), a copy of which is attached as Exhibit A. To the extent there is a conflict between this Adoption Agreement and the Trust, the Trust will control. Unless otherwise specified below, initially capitalized terms used in this Adoption Agreement are defined in the Trust.

ARTICLE 1

EMPLOYER INFORMATION

1.1 Employer’s Name, Address, and Telephone Number
(a) Name: City of Indian Wells
(b) Address: 44-950 Eldorado Drive, Indian Wells, CA 92210 (c) Telephone: 760-346-2489

1.2 Employer’s Taxpayer Identification Number: XXXX
ARTICLE 2

PLAN INFORMATION

2.1 Plan Names:

OPEB Plan(s): City of Indian Wells OPEB Account
Pension Plan(s): City of Indian Wells Pension Account
(Each a “Plan” and collectively, the “Plans”)

2.2 Employer-designated: Plan Administrator’s Name, Title, Address, and Telephone Number:
(a) Name: Kevin McCarthy
(b) Title: Finance Director, as designee of the City Manager (c) Address: 44-950 Eldorado Drive, Indian Wells, CA 92210-7497 (d) Telephone: 760-776-0235

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2 ARTICLE 3

TRUST ADMINISTRATIVE SERVICES
As a condition of the Employer’s participation in the Trust, the Employer and the Trust Administrator have executed the Trust Administrative Services Agreement attached as Exhibit B.

ARTICLE 4

INVESTMENTS
The Employer hereby directs the Trust Administrator to direct the Trustee to invest the assets in the Employer’s Account in accordance with the investment strategy and any investment policy mutually agreed to by the Employer and the Trust Administrator.

ARTICLE 5

TRUST FEES AND EXPENSES

5.1 Trustees Fee will be equal to 0.02% (annual minimum fee per plan is $500 and annual maximum fee per plan is $5,000). Other fees, including Trust Administration Fees are specified in Section 2.1 of the Trust Administrative Services Agreement. Please refer to Section 2.1 of the Trust Administrative Services Agreement for further information about payment of fees and expenses.

5.2 Method of Payment. Unless the Employer otherwise elects below, the Trust Administration Fees (as defined in Section 10.01(b) of the Trust), Trustee Fees (as defined in Section 10.01(c) of the Trust), and any other reasonable fees and expenses of administering the Employer’s Account will be paid from the Employer’s Account. In lieu of payments from its Account, the Employer hereby elects to pay the following amounts:
 Trust Administration Fees
 Trustee Fees
 All expenses of the Employer’s Account other than fees  Other (please insert description):
____________________________________
____________________________________
____________________________________
ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1 The Employer hereby represents and warrants that each of the following statements is true and correct to the best of its knowledge:

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3 (a) The Employer is a state, a political subdivision of a state or another public agency whose income is excludable from gross income under section 115 of the Code that is established and maintained under the laws of the [State/Commonwealth] of ___California______.
(b) The Employer has established and maintains one or more Plans the exclusive purpose of each is to provide OPEB or retirement benefits to its former employees.
(c) The exclusive purpose of the Employer’s participation in the Trust is to fund the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans. (d) The Employer’s participation in the Trust for the purpose of funding, as applicable, the Pension Obligation or OPEB Obligation, or both, under the Employer’s Plans is authorized under the laws of the [State/Commonwealth] of ____California_______.
(e) The Employer’s Plans do not permit participants to direct or otherwise exercise in any manner, whether direct or indirect, control over the investment of their accounts or benefits accrued under the Plans.
(f) The Employer has received copies, and has read and understands the terms, of the Trust.

ARTICLE 7

STANDARD OF CARE AND INDEMNIFICATION

7.1 Standard of Care. The Trustee and the Trust Administrator must discharge their duties in accordance with the standard of care set forth in Section 6.01 of the Trust.

7.2 Employer Indemnification of Trustee. The Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trustee and each of its affiliates against, and will hold them harmless from, any and all loss, claims, liability, and expense, including cost of defense and reasonable attorneys’ fees, imposed upon or incurred at any time by any of them by reason of Employer’s own gross negligence or willful misconduct.

7.3 Employer Indemnification of Trust Administrator. Employer, from its own funds and not from any assets of the Trust, agrees to indemnify the Trust Administrator and each of its affiliates against, and will hold them harmless from, any and all damages imposed upon or incurred by any of them by reason of Employer’s own gross negligence or willful misconduct.

ARTICLE 8

AMENDMENT
The Employer understands and agrees that the Trust may be amended from time to time by the Trust Administrator with the approval of two-thirds of the Employers then participating in the Trust.

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4 ARTICLE 9

NO GUARANTEE OF INVESTMENT RESULTS
The Employer understands and acknowledges that investments in the Trust involve risk and that there is no guarantee of investment performance or other performance of the Trust, including but not limited to custodians, depositories, or counterparties to investment strategies of the Trust.

ARTICLE 10

ADOPTION OF TRUST
By executing this Adoption Agreement, the Employer hereby adopts and agrees to be bound by the terms of the Trust and hereby approves, ratifies and confirms the appointment of Alta Trust Company as the Trustee and Shuster Advisory Group, LLC as the Trust Administrator as of the effective date of this Adoption Agreement. This Adoption Agreement and the Trust Agreement are effective on the ___ day of ______, 2023.

EMPLOYER ACCEPTED:

CITY OF INDIAN WELLS TRUST ADMINISTRATOR
Agency Name SHUSTER ADVISORY GROUP, LLC

By: By:

Its: Its:

Date: Date:

TRUSTEE

ALTA TRUST COMPANY
By:

Its:

Date:

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A-1

EXHIBIT A
TRUST

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B-1

EXHIBIT B

TRUST ADMINISTRATIVE SERVICES AGREEMENT

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C-1

EXHIBIT C

PLAN ADMINISTRATOR: SPECIMEN SIGNATURE

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08/29/23
1 TRUST ADMINISTRATIVE SERVICES AGREEMENT
This agreement (“Agreement”) is made this __ day of _____, 2023, by and between the CITY OF INDIAN WELLS (the “Employer”) and SHUSTER ADVISORY GROUP, LLC (the “Trust Administrator”).

WHEREAS, the Employer has adopted one or more plans, policies, or collective bargaining agreements (“Plans”) in order to provide other post-employment health and welfare benefits (other than pensions) (“OPEB”) or retirement benefits; and WHEREAS, the Trust Administrator and Alta Trust Company (the “Trustee”) have entered into an agreement (the “Trust Agreement”) establishing the Multiple Employer OPEB/Pension 115 Trust (the “Trust”); and
WHEREAS, the Employer has adopted the Trust by executing the adoption agreement to which this Agreement is attached (the “Adoption Agreement”“) in order to fund the OPEB and retirement benefits payable under the Plans; and
WHEREAS, the Employer wishes to retain the services of the Trust Administrator to administer the Employer’s account under the Trust (“Account”).

NOW THEREFORE, the Employer and the Trust Administrator hereby agree as follows:

Capitalized words not defined this document are defined in the Trust Agreement.

1.Trust Administrator Services
The Trust Administrator will provide the following services for the Employer’s Account:

1.1 Administrative Services
A.Instruct the custodian of the Account to make disbursements from the Employer’s Account at the direction of the Employer for the payment of OPEB or retirement benefits under the Employer’s Plans funded by the Account;
B.Verify custodian’s receipt of contributions made to the Account as informed by the Employer;
C.Provide the Employer after the end of each calendar quarter with an analysis of the performance of the investments of the Account and a statement of the changes in the investments made during such calendar quarter;
D.Provide annual statements of Trust accounts;
E.Instruct the custodian to disburse funds from the Account for the payment of the fees and expenses described in Section 2.1 and 3.2; and ATTACHMENT #3

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2 F. Coordinate such other actions with the Trustee and custodian of the Account as directed by the Plan Administrator that are within the scope of the Trust Administrator’s duties under the Trust Agreement.

G. The Trust Administrator will timely review each accounting provided by the Trustee and will timely address any deficiency or error.

H. The Trust Administrator will give the Employer written notice of any proposed change of trustee for the Trust (including any successor trustee or merger of the Trustee with another trustee) at least 30 days before the change. A new Trustee must be approved by the Employer, which approval the Employer may grant at its discretion, but which may not be unreasonably withheld.

1.2 Investment Management Services
A. Determine the asset allocation of investments in the Employer’s Account (“Investment Strategy”) based on information provided by the Employer or the Plan Administrator, including the anticipated amounts of cash required by the Plans for distributions and other expenses, and the appropriate risk tolerance for the Plans based on the Plans’ asset-liability characteristics and the Employer’s resources;
B. Prepare a recommended policy statement of the Account’s Investment Strategy acceptable to the Employer to the extent necessary to accomplish the Account’s Investment Strategy (“Investment Policy Statement”); C. Exercise its own discretion as an investment advisor and discretionary fiduciary to execute the Account’s Investment Strategy by instructing the Trustee to buy and sell shares of investments permitted under the Trust in accordance with the Investment Policy Statement. The Trust Agreement states that the Trust Administrator may not “provide investment services with respect to the Trust” (§ 7.06). The Trust Administrator hereby represents and warrants that the restriction in section 7.06 of the Trust Agreement only applies to the Trust as a whole and does not to prevent the Trust Administrator from providing the services that are contemplated by this Agreement with respect to the Employer’s Account, nor does the Trust Agreement prevent the Trust Administrator (Shuster) from providing the Fiduciary Services that are contemplated by the Investment Advisor Agreement between the Employer and the Trust Administrator; D. In consultation with the Employer, reassess and alter the Investment Strategy and Investment Policy Statement at least annually to the extent necessary to “rebalance” the Account investments; and
E. Perform reviews at least annually of the performance of the investments held in the Account, add or reduce allocations to each investment or add or delete investments in its judgment (to the extent permitted under the Investment Policy Statement and the Trust), and promptly advise the Employer of any additions or deletions of Account investments.

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3 2. Compensation

2.1 Fees. For all services provided by the Trust Administrator under this Agreement and the Trustee under the Trust Agreement, the following fees will apply:

Trust Administration Fees (This Agreement)1: 0.02%
Trustee Fees (Trust Adoption Agreement)2: 0.02%
Custodial Asset Based Fee (Custodial Agreement)3: 0.01% Investment Advisory Fees (Investment Advisory Agmt.): 0.17%

Fees will be collected quarterly other than the Investment Advisory Fee which will be collected monthly.

1 - Will convert to a flat dollar fee after the end of contract year-3 based on the highest year-end balance of the first 3 contract years.
2 - Annual minimum fee per plan of $500. Annual maximum fee per plan of $5,000. 3 - Annual minimum fee per plan of $400. Custodian may also charge fees related to non- standard assets, checks and wire fees outlined in the Custodial Agreement for the Plan.

The Trust Administrator will notify the Employer in writing of any change in the above fee amounts at least 60 days before the effective date of the change.

2.2 Fees for Additional Services. If and to the extent that the Employer requests the Trust Administrator to render services other than those described under this Agreement, such additional services will be compensated separately on terms to be agreed upon between the Trust Administrator and the Employer.

2.3 Pooled Investments. Assets invested by the Trust Administrator under the terms of this Agreement may from time to time be invested in individual securities, or in a proprietary money market mutual fund or local government investment pool (either, a “Pool”). Each Pool is a commingled fund managed by the Trust Administrator. Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Trust Administrator and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool.

3. Expenses

3.1 Furnishing of Administrative Services, Office Space, Equipment and Personnel. The Trust Administrator will furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel required to perform the services under this Agreement, inclusive of reasonable costs required to attend meetings with the Employer.

3.2 Expenses of Employer’s Account. Except as otherwise provided in this Agreement, Employer agrees to pay all expenses under the Trust incurred by (or allocable to) the Employer’s Account including, without limitation, taxes, expenses (including front- or back-end charges) of an investment fund, fees and expenses of the Account’s independent auditors and legal counsel, insurance premiums,

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4 expenses of the Trustee, the keeping of books and accounts, and the allocable costs of the annual Trust accounting described in Section 9.02 of the Trust Agreement. The Trust Administrator will calculate expenses allocable to the Account on a pro-rata basis, or in any other reasonable and equitable manner determined by the Trust Administrator.

4. Payment Terms. At the end of each calendar month, the Trust Administrator will prepare and submit fees and expenses under this Agreement as described in Sections 2.1 and

3.2. Except to the extent that the Employer has elected in the Adoption Agreement to pay such fees and expenses, the Employer authorizes the Trust Administrator to charge such fees and expenses to the Employer’s Account and authorizes and instructs the custodian to disburse funds from the Account for the payment of the fees and expenses. If the Employer has elected in the Adoption Agreement to pay such fees and expenses the Trust Administrator will prepare and submit monthly invoices to the Employer. If the Employer does not fully pay any invoice within 15 calendar days after the invoice’s postmark, then the Employer hereby authorizes the Trust Administrator to charge the unpaid amount to the Account and instructs the custodian to disburse such amount from the Account for the payment of the fees and expenses. If sufficient funds are not available or cannot for any reason otherwise be disbursed from the Account, the Trust Administrator will notify the Employer, and the Employer will pay the unpaid amount to the Trust Administrator from other sources within 10 calendar days after receiving the notice.

5. Registered Advisor; Duty of Care. The Trust Administrator hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940 and a discretionary fiduciary as defined under California law. The Trust Administrator will immediately notify the Employer if at any time during the term of this Agreement it is not so registered or if its registration is suspended. The Trust Administrator hereby acknowledges, and agrees, that it is a discretionary fiduciary with respect to the administration of the Trust and shall, at all times, exercise such discretion pursuant to the fiduciary standards of care set forth in Article XVI, Section 7 of the California Constitution and Sections 20150 to 20153 of the California Government Code, as applicable. The federal securities laws impose liabilities under certain circumstances on persons who are required to act in good faith. Nothing herein in any way constitutes a waiver or limitation of any rights which the Employer, the Trust, or the Trust Administrator may have under any federal securities laws. The Employer hereby authorizes the Trust Administrator to sign an Internal Revenue Service Form W-9 on behalf of the Employer and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement.

6. Qualified Trust. Trust Administrator represents and warrants that the Trust at all times satisfies the requirements of Section 115 of the Internal Revenue Code and that all assets held by the Trust qualify as “plan assets” that are irrevocably dedicated to the prefunding of OPEB and pension obligations.

7. Trust Administrator’s Other Clients. The Employer understands that the Trust Administrator performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. The Employer agrees that the Trust Administrator, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Account. The Trust

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5 Administrator has no obligation to purchase, sell or exchange any security for the Employer solely by reason of the fact that the Trust Administrator, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.

8. Risk Acknowledgment. The Trust Administrator does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that the Trust Administrator may use, or the success of Trust Administrator’s overall management of the Account. The Employer understands that discretionary investment decisions made for the Employer’s Account by the Trust Administrator are subject to various markets, currencies, economic, political and business risks, and that those investment decisions will not always be profitable. The Employer understands that past performance does not necessarily predict future performance for the Account. The Trust Administrator will manage only the securities, cash and other investments held in Employer’s Account and in making investment decisions for the Account, the Trust Administrator will not consider any other securities, cash or other investments owned by the Employer or any of the Plans. Neither the Trust Administrator nor its officers, directors, agents, employees, and affiliate shall be liable for any losses in the Account, or any loss, cost, indebtedness, or liabilities arising from the Trust Administrator’s management of the investments in the Account (together, “Losses”) except for any Losses that result from an act or omission of the Trust Administrator constituting a violation of law or an act or omission of the Trust Administrator constituting negligence, willful misfeasance, bad faith or reckless disregard of its obligations under this Agreement or as otherwise may be provided by law. The Trust Administrator is not responsible for any loss incurred by reason of any act or omission of the Employer, the custodian of the Account, a third party manager, any broker-dealer, or any other third party.

9. Term of Agreement. This Agreement remains in effect until terminated by either party.

The Employer may terminate this Agreement at any time by giving 90 days’ written notice to the Trust Administrator. The Trust Administrator may terminate this Agreement at any time by giving 90 days’ written notice to the Employer. Termination of this Agreement does not terminate the Trust.

10. Force Majeure. The Trust Administrator has no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Trust Administrator or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction.

11. Disciplinary Actions. The Trust Administrator will promptly notify the Employer if the Trust Administrator is found to have violated any state or federal securities law or regulation in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission or any other regulatory agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority, or any regulatory authority of any State based upon the performance of services as an investment advisor.

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6 12. Confidentiality. The Trust Administrator will not disclose any information relating to the Plans or the Account except to authorized officers of the Employer, the Plan Administrator the Trustee and third parties retained by the Trust Administrator to perform specific services within this Agreement without the Employer’s consent. The Employer will not disclose any information relating the Trust to individuals other than authorized officers of the Employer and the Plan Administrator, or their respective designees, without the Trust Administrator’s consent.

13. Independent Contractor. The Trust Administrator, its employees, officers and representatives, will not be deemed to be employees, agents (except as to the purchase or sale of securities described in Section 1), partners, servants, and/or joint ventures of the Employer or the Account by virtue of this Agreement or any actions or services rendered under this Agreement.

14. Records. The Trust Administrator will maintain appropriate records of all its activities hereunder. The Trust Administrator will use its best efforts to provide the Employer with a statement within 60 days following the end of each calendar quarter showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received during the quarter, and the value of assets held on the last business day of the calendar quarter, all as provided for in the Trust Agreement, based on the information requested from and furnished to it by the Trustee.

15. Ownership of Reports and Documents. The Trust Administrator acknowledges that the originals of all correspondence, documents, reports and records produced in the course of providing the services pursuant to this Agreement are the property of the Employer. In the event this Agreement is terminated, the Trust Administrator agrees to provide such originals to the Employer. The Trust Administrator will not furnish copies of any such correspondence, documents reports and records to any party other than the Employer or the Plan Administrator, or their respective designees, or third parties retained by the Trust Administrator to perform services under this Agreement without the Employer’s consent.

Notwithstanding the preceding provisions of this paragraph, the Trust Administrator is authorized to retain copies of any correspondence, documents, reports, and records to the extent needed to comply with applicable law, including but not limited to federal securities laws.

16. Trust Administrator’s Disclosure Statement. The Trust Administrator warrants that it has delivered to the Employer, at least 48 hours prior to the execution of this Agreement, the Trust Administrator’s current Securities and Exchange Commission Form ADV, Part II, including, without limitation, Schedule H thereto (disclosure statement). The Employer acknowledges receipt of such disclosure statement at least 48 hours prior to the execution of this Agreement.

17. Amendment. This Agreement shall not be changed, modified, terminated or discharged in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assigns.

18. Successors and Assigns. The provisions of this Agreement are binding on the Trust Administrator and its respective successors and assigns, provided, however, that the rights and obligations of the Trust Administrator may not be assigned without the Employer’s consent.

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7 19. Designees. In accordance with Section 1.18 of the Trust Agreement, the Employer will certify to the Trust Administrator in writing the persons or entity with the plenary authority pursuant to applicable state law over the investment and management of the Employer’s Plans or its designee (“Plan Administrator”). The Plan Administrator has the authority to act on behalf of, and to exercise any of the rights of, the Employer under this Agreement.

In accordance with Section 6.1(l) of the Trust Agreement, the Trust Administrator may designate and engage the services of such agents, representatives, advisors, counsel, accountants and other third parties, including affiliates of the Trust Administrator, and delegate its authority to perform specified services under this Agreement to such third parties. Any such designee shall have the authority to perform the services delegated to it by the Trust Administrator. The Trust Administrator is liable for any negligence or wrongful conduct on the part of the Trust Administrator or of any of its designees. Any officer of the Trust Administrator has the authority to exercise any of the rights of the Trust Administrator under this Agreement.

20. Notice. Written notices required under this Agreement will be sent by regular mail, certified mail, overnight delivery or courier, and will be deemed given when received at the parties’ respective addresses shown below. Either party must notify the other party in writing of a change in address.

Employer’s Address:

City of Indian Wells
44-950 Eldorado Drive
Indian Wells, CA 92210
Attn: Finance Director
Trust Administrator’s Address:

Shuster Advisory Group, LLC
155 N. Lake Ave, #500
Pasadena, CA 91101
Attn: Mark Shuster, Managing Member

21. Arbitration. The Employer understands and agrees that, to the extent permitted by law, all claims and disputes arising out of transactions or activities in connection with the Account, or construction, performance, or breach of this Agreement, will be determined by arbitrators sitting in Indian Wells, California, in accordance with the current rules then in effect of the American Arbitration Association. The arbitrators may allocate attorneys’ fees and arbitration costs between parties. In this regard, the Employer understands that: (1) Arbitration is final and binding on the parties; (2) the parties are waiving their right to seek a judicial determination in court, including the right to jury trial; (3) pre-arbitration discovery is generally more limited than and different from court proceedings; (4) the arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited; (5) the panel of arbitrators will typically include a minority of arbitrators who are in the securities industry; and (6) arbitration will be conducted according to the Commercial Arbitration Rules and related Supplementary Procedures for Securities Arbitration then in effect of the American Arbitration Association.

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8 22. Applicable Law. This Agreement will be construed, enforced and administered according to the laws of the state of California, without regard to its conflicts of law principles. In the event that either party institutes legal proceedings against the other, venue will lie in any court of competent jurisdiction in the county of Riverside, in the state of California.

23. Entire Agreement. This Agreement, including exhibits and any other documents referenced herein, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings, whether written or oral, with respect thereto.

24. Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will continue in full force and effect.

25. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed will be deemed to be a complete original and all of which together will constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers on the date set forth in the first paragraph of this Agreement.

TRUST ADMINISTRATOR EMPLOYER
Shuster Advisory Group, LLC City of Indian Wells

By: By: _____

Its: Its: _____

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INVESTMENT ADVISOR AGREEMENT
MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST
This agreement (“Agreement”) is entered into between Shuster Advisory Group, LLC (“SHUSTER”), a California limited liability company, and City of Indian Wells (“EMPLOYER”) as further identified on Appendix A., as the responsible plan fiduciary for the plans as further identified in Appendix A, desires to engage SHUSTER to provide the services described in this Agreement according to the terms of this Agreement.

1.Fiduciary Authority. The account for which SHUSTER is providing investment advisory service is part of a multiple employer trust intended to qualify as a tax-exempt trust of a state or political subdivision thereof for an essential governmental function within the meaning of Section 115 of the Code and any regulations issued thereunder and the EMPLOYER has fiduciary authority with respect to the account for the employer.

2.Term. The term of this Agreement commences [NEW DATE], 2023, and continues until terminated in accordance with this Agreement.

3.Services. SHUSTER agrees to perform the Fiduciary Services described in Appendix B.

4.Fees.
(A)The compensation, direct and indirect, of SHUSTER for the performance of the Services is described in Appendix D.

5.Fiduciary Status: Limitations on Functions. EMPLOYER acknowledges that:
(A)In performing the Fiduciary Services, SHUSTER is acting as an investment fiduciary of the Plan and as a registered investment advisor under the Investment Advisers Act of 1940. (B)In performing Fiduciary Services, SHUSTER does not act as, nor has SHUSTER agreed to assume the duties of, a trustee or the Plan Administrator, and SHUSTER has no discretion or responsibility to interpret the Plan documents, to determine eligibility or participation under the Plan, or to take any other action with respect to the management, administration or any other aspect of the Plan. (C)SHUSTER does not provide legal or tax advice.
(D)Investments are subject to various market, political, currency, economic, and business risks, and may not always be profitable. As a result, SHUSTER does not and cannot guarantee financial results. (E)SHUSTER may, by reason of performing services for other EMPLOYERs, from time to time acquire confidential information. EMPLOYER acknowledges and agrees that SHUSTER is unable to divulge to the EMPLOYER or any other party, or to act upon, any such confidential information with respect to its performance of this Agreement.
(F)SHUSTER is entitled to rely upon all information provided to SHUSTER (whether financial or otherwise) from reputable third parties or by EMPLOYER, EMPLOYER’s representatives or third-party service providers to EMPLOYER, the Plan or SHUSTER, without independent verification. EMPLOYER agrees to promptly notify SHUSTER in writing of any material change in the financial and other information provided to SHUSTER and to promptly provide any such additional information as may be reasonably requested by SHUSTER.

ATTACHMENT #4

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(G) EMPLOYER understands that SHUSTER: (i) may perform other services for other clients, (ii) may charge a different fee for other clients, and (iii) may give advice and take action that is different for each client even when retirement plans are similar.
(H) SHUSTER has no responsibility to provide any services related to assets not included in the SHUSTER investment portfolio or purchased directly by Client. Such assets shall be referred to collectively as “Excluded Assets.” The Excluded Assets shall be disregarded in determining the Fees payable to SHUSTER pursuant to this Agreement, and the Fees shall be calculated only on the remaining assets (the “Included Assets”).

6. Representations of EMPLOYER. EMPLOYER represents and warrants as follows:
(A) It is the responsible plan fiduciary for the control and/or management of the assets of the Plan, and for the selection and monitoring of service providers for the Plan. SHUSTER is entitled to rely upon this statement until notified in writing to the contrary.
(B) The person signing the Agreement on behalf of EMPLOYER has all necessary authority to do so. (C) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. The signatory on behalf of EMPLOYER represents that the execution of the Agreement has been duly authorized by appropriate action and agrees to provide such supporting documentation as may be reasonably required by SHUSTER.

(D) The Plan and related Trust permit payment of fees out of Plan assets. EMPLOYER has determined that the fees charged by SHUSTER are reasonable and are the obligation of the Plan; however, if EMPLOYER desires, it may pay the fees directly, rather than with Plan assets.

7. Representation of SHUSTER. SHUSTER represents and warrants as follows:

(A) SHUSTER is registered as an investment adviser (“RIA”) under the Investment Advisers Act of 1940. (B) The person signing this agreement on behalf SHUSTER has the power and authority to enter into and perform this Agreement.
(C) SHUSTER does and will continue to take reasonable steps to protect Private Participant Information and Plan Investment Data in its possession; however, SHUSTER is not responsible for the assessment of systems and procedures of third parties for the protection of plan and participant data;
SHUSTER is not responsible for the actions by or the failure to act by EMPLOYER, by other service providers, or by Plan participants to protect Data; and SHUSTER is not responsible for any Data breach or a violation of participant privacy rights (under the California Consumer Privacy Act or otherwise) unless said breach is the direct result of negligence, recklessness, or willful misconduct of an employee of SHUSTER.

8. Standard of Care. SHUSTER will perform the Fiduciary Services described in Appendix B to the Plan in accordance with the standard of care of the prudent man rule set forth in ERISA Section 404(a)(1)(B).

9. Termination. EMPLOYER may terminate this Agreement upon 90 days prior written notice to SHUSTER.

SHUSTER may terminate this Agreement upon 90 days prior written notice to EMPLOYER. Such termination will not, however, affect the liabilities or obligations of the parties arising from transactions initiated prior to such termination, and such liabilities and obligations (together with the provisions of section 8, 17, and 18) shall survive any expiration or termination of this Agreement. Upon termination, SHUSTER will have no further obligation under this Agreement to act or advise EMPLOYER with respect to services under this Agreement.

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10. Hold Harmless. SHUSTER shall hold EMPLOYER harmless from all damages, including expenses, arising from SHUSTER’s breach of this Agreement, including, but not limited to, any unauthorized disclosure of confidential city information.

11. Receipt of Disclosure and Consent to Electronic Delivery. EMPLOYER acknowledges receipt and undertakes to review and consider the disclosures made by SHUSTER (including in this Agreement, the Form ADV Part 2 and SHUSTER Privacy Policy), in particular the portions related to services, compensation, and potential conflicts of interest, as well as the remainder of the disclosures concerning, among other matters, background information such as educational and business history, business practices such as the types of advisory services provided, the methods of securities analysis used, and the like.

Further, EMPLOYER consents to electronic delivery (via email or other generally accepted method) of current and future distributions of SHUSTER’s Form ADV Part 2 and Privacy Policy. Consent to electronic delivery may be canceled at any time by sending a written request to SHUSTER.

12. Notices. Any and all notices required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid, or (iii) sent via a nationally recognized overnight courier service to the EMPLOYER’s address listed on Appendix A and SHUSTER’s address, 155 N. Lake Ave, Ste. 500, Pasadena, CA 91101, or such other address as any party shall have designed by notice in writing to the other party.

13. Assignability. This Agreement is not assignable by either Party hereto without the prior written consent of the other Party.

14. Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, survivors, administrators and assigns.

15. Entire Understanding and Modification. This Agreement constitutes and contains the entire understanding between the parties and supersedes all prior oral or written statements dealing with the subject matter herein. This Agreement can be amended or modified by the written consent of the Parties.

16. Severability. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be enforced as if such illegal or invalid provision had not been contained herein.

17. Headings. All headings used herein are for ease of reference only and in no way shall be construed as interpreting, decreasing or enlarging the provisions of this Agreement.

18. Applicable Law; Venue. The laws of the State of California shall govern this Agreement in all respects, including but not limited to the construction and enforcement thereof, unless otherwise preempted or superseded by federal law. Venue lies exclusively in the state and federal courts in Riverside County, California.

19. Arbitration Agreement. To the extent permitted by law, all controversies between EMPLOYER and SHUSTER, which may arise out of or relate to any of the services provided by SHUSTER under this Agreement, or the construction, performance or breach of this or any other Agreement between SHUSTER and EMPLOYER, whether entered into prior to, on or subsequent to the date hereof, shall be settled by binding arbitration in Indian Wells, Riverside County, California, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction.

20. Amendment Process. The Agreement may be modified, by written agreement of both EMPLOYER and SHUSTER.

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21. Waiver of Limitation. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which EMPLOYER or Plan or any other party may have under federal or state securities laws.

This Agreement constitutes both an agreement between the parties and a disclosure statement. The Parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above. This Agreement shall not be binding on SHUSTER or the EMPLOYER until each has accepted it, in writing, as indicated by their signatures below.

EMPLOYER: Shuster Advisory Group, LLC
Signature: _____________________________ Signature: ____________________________ Name: Name: Mark Shuster
Title: Title: Managing Member
Date: Date:_______________________________ *The EMPLOYER is signing this Agreement both as the employer that sponsors the Plan and as the fiduciary responsible for selecting the Plan’s investments and engaging its service providers.

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APPENDIX A – EMPLOYER/PLAN SPONSOR - PLAN INFORMATION

EMPLOYER/Plan Sponsor
City of Indian Wells
Tax ID#
XXXX
Plan Name 1
City of Indian Wells OPEB Trust
Account
Type of Plan
☒OPEB Plan ☐Pension Plan
☐Other:

Plan Name 2
City of Indian Wells Pension
Stabilization Trust Account
Type of Plan
☐OPEB Plan ☒Pension Plan
☐Other:

Plan Name 3

Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Plan Name 4

Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Plan Name 5

Type of Plan
☐OPEB Plan ☐Pension Plan
☐Other:

Mailing Address
44-950 Eldorado Drive
City
Indian Wells
State
CA
Zip Code
92210
Phone
760-346-2489
Email (for purposes of notice/electronic delivery)
[email protected]
Legal Address (☒Same as Mailing Address)

City

State

Zip Code

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APPENDIX B – FIDUCIARY SERVICES

SHUSTER will perform the following fiduciary services:

1. Development of an Investment Policy Statement (IPS). The IPS establishes the investment policies and objectives for the Plan(s) as well as the criteria and standards for selecting and monitoring the investments.

The EMPLOYER shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt the investment policy statement.

2. Consistent with the Investment Policy Statement, SHUSTER will exercise its discretion to independently select the investments within the Plan(s).

3. SHUSTER will continually monitor and review the investments within the Plan(s) and shall be responsible for exercising its independent discretion in managing the portfolio and making additions and deletions thereto.

4. SHUSTER will provide periodic investment advisory reports that document consistency of fund management and performance to the guidelines set forth in the IPS, and to make recommendations to maintain, or remove and replace investment policies and objectives in the IPS. Said recommendations may also include the use of alternative investments that may require execution of investment documents by the Employer. Reports to include: Market Overview, In-Depth Portfolio Summary, Plan Asset Allocation Analysis and Fund Performance Comparison to the Index. SHUSTER’s recommendations under this paragraph do not relieve SHUSTER of its duty to exercise independent discretion in actively managing the portfolio in accordance with the IPS.

5. Meet with EMPLOYER on a periodic basis to discuss reports and recommendations.

6. Annually review the IPS with the EMPLOYER to ensure it continues to meet the EMPLOYER’s needs.

LIMITATIONS ON FIDUCIARY SERVICES
SHUSTER shall not be responsible or liable for the recommendations of or services rendered by anyone other than SHUSTER. The ability to perform the above services is contingent upon the rules, policies, processes, and responsiveness to our requests for information of EMPLOYER, Plan Sponsor, Custodian, and Trustee.

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APPENDIX C - FEE SCHEDULE

1. SHUSTER will not receive any other compensation, direct or indirect, for its services under this agreement. If SHUSTER receives any other compensation for Services, SHUSTER will disclose the amount of such compensation, the services provided for such compensation, the payer of such compensation, and a description of SHUSTER’s arrangement with the payer to the EMPLOYER and will offset that compensation against its stated fees.

2. All fees are billed in arrears.

3. The initial fee will be the amount, prorated for the number of days included in the initial billing period from the effective payment start date.

4. If this Agreement is terminated prior to the end of a billing period, SHUSTER shall be entitled to a fee, prorated for the number of days in the billing period prior to the effective date of termination.

5. All fees will be due and payable within 30 days and are payable to “Shuster Advisory Group, LLC”

6. The annual fee for services shall be as follows:

Beginning with the effective date of this Agreement, the annual fee for service shall be 0.17% (17 basis points) per annum, charged as 0.0142% monthly to all included assets in each Plan as of the date of the calculation.

Fees will be deducted from Plan assets and will be paid to SHUSTER by the Trust/Custodian for the Plan(s).

At SHUSTER’s discretion the billing period described above may be adjusted to quarterly.

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: City Manager Department
Prepared by: Micaela Wilkey, Senior Management Analyst
Subject: Community Activities Committee Update

RECOMMENDED ACTIONS:

Council RECEIVES and FILES the Community Activities Committee Update for Welcome Back Party and Veterans Day Ceremony.

BACKGROUND:

The Community Activities Committee (“the Committee”) is continuing to develop and finalize the resident events calendar for FY 2023-24. The committee has been meeting monthly and has three new members. The Committee will continue discussion and establish a path for the upcoming year’s resident events. The committee voted to plan the first two events of the year – Resident Welcome Back Party and Veterans Day Ceremony.

The Committee is recommending the following two resident events:
 Welcome Back Party on Wednesday, October 25
 Veterans Day Ceremony on Saturday, November 11

FISCAL IMPACT:

The adopted FY 2023-24 budget for Community Activities Committee is $135,000 and this event is within the current budget adopted by council.

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Public Works Department
Prepared by: Dina Purvis, Public Works Manager
Subject: Resolution Approving Final Parcel Map Located within the Indian Wells Village Plaza and Finding Map in Substantial Conformance

RECOMMENDED ACTIONS:

FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060; and

AUTHORIZES and DIRECTS the City Clerk, the City Engineer/Public Works Director, and the Acting City Surveyor to execute Final Parcel Map No. 38283.

DISCUSSION:

Final Parcel Map No. 38283 will subdivide an existing 1.42-acre parcel into (2) 0.71 acre parcels within the Indian Wells Village Plaza located north of Highway 111 between Village Court and Village Center Drive. The existing parcel contains two (2) commercial office buildings which will be wholly contained within each newly created parcel.

Approval of this parcel map will enable the applicant or subsequent owner(s) to convey ownership of either office building separately.

The Planning Commission conducted a Public Hearing on May 26, 2022 and approved Tentative Parcel Map No. 38283. The Tentative Map was subsequently approved by City Council on June 8, 2022.

Final Parcel Map No. 38283 was prepared by a professional land surveyor and there are no easements or offers of dedication included as part of the subdivision. The Upon City Council’s approval, the City Engineer shall file and record the final parcel map in accordance with the Subdivision Map Act. The applicant(s), Schmid Investments LLC, has

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fulfilled the terms of the Conditions of Approval as established by Council, therefore Final Parcel Map 38283 is now ready for Council approval.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)

FISCAL IMPACT:

There is no direct fiscal impact on the City as a result of this Parcel Map. The applicant has paid the fees required to process and review all the documents.

ATTACHMENTS:

1. Resolution

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RESOLUTION NO. 2023-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIAN WELLS, CALIFORNIA, APPROVING FINAL PARCEL MAP NO. 38283 AND FINDING

SUCH MAP IN SUBSTANTIAL CONFORMANCE WITH THE APPROVED
TENTATIVE MAP 38283
WHEREAS, Tentative Parcel Map No. 38283 had been previously approved by the City of Indian Wells (City); and
WHEREAS, the City has received a request to approve Final Parcel Map No. 38283 based upon the approved Tentative Parcel Map No. 38283; and
WHEREAS, pursuant to the City of Indian Wells Subdivision Code Section 20.24.120(a), the Public Works Director/City Engineer found the submitted Final Parcel Map No. 38283 to be correct in form and sufficient; and
WHEREAS, pursuant to the City of Indian Wells Subdivision Code Section 20.28.010(b), the Community Development Director and the Public Works Director/City Engineer find the proposed division of land meets all requirements of the Subdivision Map Act and City of Indian Wells’ development code; and
WHEREAS, the City Council has considered the Staff Report and all of the information, testimony, and evidence provided during the City Council meeting on September 7, 2023.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIAN WELLS RESOLVES AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

SECTION 2. Final Parcel Map No. 38283 is APPROVED, as shown in Exhibit “A”, attached hereto and by this reference incorporated herein.

SECTION 3. Final Parcel Map No. 38283 shall be subject to those conditions as approved by Tentative Parcel Map No. 38283 by this reference incorporated herein.

SECTION 4. This Resolution shall take effect upon adoption.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution and shall mail by first class, prepaid, United States mail, a certified copy of this Resolution to the Applicant.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Indian Wells, California, at a regular meeting held on this 7th day of September 2023. ____________________________

DONNA GRIFFITH
MAYOR
ATTACHMENT #1

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City of Indian Wells
Resolution No. 2023-__

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CERTIFICATION FOR RESOLUTION NO. 2023-__

I, Angelica Avila, City Clerk of the City Council of the City of Indian Wells, California, DO HEREBY CERTIFY that the whole number of the members of the City Council is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted at a regular meeting of the City Council of the City of Indian Wells on the 7th day of September 2023, by the following vote:

AYES:

NOES:

ATTEST: APPROVED AS TO FORM:

______________________________ ____________________________

ANGELICA AVILA TODD LEISHMAN

CITY CLERK CITY ATTORNEY

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City of Indian Wells
Resolution No. 2023-__

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EXHIBIT “A”

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Human Resources Department
Prepared by: Peter Castro, Deputy City Manager
Subject: Amendment to Employment Agreement for City Manager

RECOMMENDED ACTIONS:

Council APPROVES Fifth Amendment to the Employment Agreement for City Manager Christopher Freeland.

DISCUSSION:

On May 2, 2019, the City Council entered into an Employment Agreement (Attachment # 1) with Chris Freeland to serve as City Manager, effective May 13, 2019. The Council adopted the First Amendment to the Employment Agreement on June 4, 2020, a Second Amendment on December 17, 2020, a Third Amendment on December 16, 2021, and Fourth Amendment on November 3, 2022.

Annually, the City Council evaluates the City Manager’s performance and determines if any changes to salary and benefits are merited. The Council met individually with the City Manager to review his performance over the past year. The consensus is that the City Manager has done an excellent job managing the City's day-to-day operations.

The Council Personnel Committee consisting of the Mayor and the Mayor Pro Tem, are recommending that the Council approve the Fifth Amendment to Employment Agreement for City Manager. The terms of the Amendment to the Employment Agreement are as follows:

 Salary increases from $262,000 to $285,000 a year retroactive to July 1, 2023.  One-Time Vacation Bank of 120 hours.
 Severance from 9 months to 12 months both salary and benefits.  Any Vacation and/or Administrative Leave cash outs shall be deposited into a 401a plan.

There is no change to the term of the agreement. The Employment Agreement will expire on December 31, 2029.

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FISCAL IMPACT:

The fiscal impact of the Fifth Amendment to the Employment Agreement is $23,000, shared between the City’s General Fund, Fire Services Fund, Golf Resort Fund, and the Housing Authority Fund. The cost to the General Fund is $13,800, Fire Services Fund is $2,300, Golf Resort Fund is $3,450, and Housing Authority Fund is $3,450.

ATTACHMENTS:

1. Employment Agreement

2. First Amendment

3. Second Amendment

4. Third Amendment

5. Fourth Amendment

6. Fifth Amendment

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INDIAN WELLS
26529.000 17\3 1968746.1

CALIFORNIA

EMPLOYMENT AGREEMENT

CITY MANAGER
May 2, 2 01 9
ATTACHMENT #1

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1. Employment:

EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF INDIAN WELLS

AND CHRIS FREELAND
This City Manager Employment Agreement (Agreement) is entered into by and between the CITY OF INDIAN WELLS (City) and CHRIS FREELAND(Manager). Under this Agreement, the City offers, and Manager accepts, employment as City Manager of City of Indian Wells. Manager, in his capacity as City Manager, is a contracted employee serving at the will and pleasure of the City Council, subject to termination pursuant to the terms of this Agreement, and with no right to any hearing or appeal, including any so- called Skelly conference, other than the rights expressly provided in this Agreement.

2. Duties:

Manager shall perform those duties and have those responsibilities that are commonly assigned to a city manager of a city in California, and as may be further set forth in the City's Charter or Municipal Code at sections 2.04.080 and 2.040.090.

Manager represents that he has the requisite education, experience, skills and expertise to serve as city manager. Manager shall perform such other legally permissible and proper duties and functions consistent with the office of City Manager, as the City Council shall from time to time assign.

During the Term of this Agreement or any subsequent term, the City Council will not change any provisions in the City Council Policy Manual relating the duties and responsibilities of the city manager position without meeting and conferring with the Manager at least once in an attempt to agree on the changes proposed. After one meeting with the Manager over the proposed changes, the City Council is free to make its proposed changes regardless of whether it reached any agreement on those changes with the Manager. It is understood that all other provisions of the City Council Policy Manual can be changed by the City Council at its discretion. 1 26529.00017\31968746.1

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3. Devotion to City Business:

Manager's position is full-time. Manager shall not engage in any business, educational, professional, charitable, or other activities that would conflict or materially interfere with performance of his Manager duties, except as may be specifically authorized by the c.ity Council. City Council Authorization will not be unreasonably withheld. The Manager shall regulate his own work schedule provided he accommodates a normal business schedule and remains accessible, recognizing the Manager's need for flexibility. It is understood that the Manager shall be available 24 hours a day and 7 days a week and is required to meet all the needs of the City regardless of City operating hours or any regular or normal work schedule.

4. Term:

The term of this Agreement will commence on May 13, 2019, and shall continue until May 13, 2024, or the date of earlier termination in accordance with provisions in this Agreement. In the event that the City Council determines that the Manager is not to be reemployed upon expiration of this Agreement, he shall be given written notice thereof by the City Council at least one hundred and twenty (120) days in advance of the final year of this Agreement. Failure to provide timely written notice provided for in this Section shall result in the Agreement being be extended on the same terms for additional periods of one (1) year on each occasion. This renewal clause and its notice provision shall apply to all subsequent terms under this Agreement.
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5. City Council Commitments:

A. Except for the purpose of inquiry, the City Council and its members shall deal with all subordinate City employees, officers, contractors, and consultants solely through the Manager or the Manager's designee, and neither the City Council nor any member thereof shall give direction to any subordinate of the Manager, either publicly or privately.

B. No member of the City Council will order the appointment or removal of any person to any office or employment under the supervision and control of the Manager.

C. Neither the City Council nor any of its members shall interfere with the execution of the powers and duties of the Manager, as specified in the City Charter, the Municipal Code, this Agreement, or any other lawfully adopted and authorized document.

6. Termination of Employment and this Agreement; Severance:

A. If City terminates this Agreement (thereby terminating Manager's employment) without cause, as determined by the affirmative votes of a majority of the members of the City Council at a Regular Meeting of the City Council, and if Manager signs, delivers to the City Council, and does not revoke, the General Release Agreement ("Release Agreement") in the form attached hereto as Exhibit A, City shall pay Manager a lump sum benefit equal to (1) payment equal to nine (9) months of Manager's Base Salary; or (2) payment equal to the unexpired Term of this Agreement as described in Section 4 above. In addition to the Severance pay, Manager shall receive continuation of his health benefits for nine (9) months or until finds other employment that provides health benefits, whichever occurs first. (The foregoing salary and health benefits shall be referred to collectively as "Severance.")
B. If City terminates this Agreement (thereby terminating Manager's employment) with Cause, as determined by the affirmative votes of a majority of the members of the City Council at a Regular Meeting of the City Council, Manager shall not be entitled to any additional compensation or payment, including Severance, but shall be 3 26529.00017\31968746.1

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entitled only to accrued Base Salary and vacation pay, and any other accrued and unused benefit allowances according to their terms ("Accrued Salary and Benefits"). As used in this Agreement, Cause shall only mean any of the following:

1. Conviction of, or no contest plea to, a felony;

2. Conviction of, or not contest plea to, any illegal act involving moral turpitude or personal gain;

3. Continued abuse of non-prescription drugs or alcohol that materially affects the performance of the Manager's duties;

4. Any act constituting a knowing and intentional violation of the City's conflict of interest code;

5. Repeated and protracted unexcused absences from the City Manager's office and duties;

6. Conviction of any crime involving an "abuse of office or position," as that term is defined in Government Code Section 53243.4; or

7. Repeated failure to carry out a directive or directives of the City Council made by the City Council as a body at a Brown Act-compliant meeting.

C. In no event may Manager be terminated within ninety (90) days before or after any municipal election for the selection or recall of one or more of the members of the City Council.

D. If, during the Term or any extended Term, Manager dies, Manager's estate shall receive Accrued Salary and Benefits, but shall not be entitled to any additional compensation or payment, including Severance.

E. In the event Manager is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, or mental incapacity for a period of three consecutive months beyond any provided sick leave, the City may terminate Manager's employment and this Agreement.
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F. Manager may resign from his employment at any time, upon giving forty- five (45) days written notice to the City Council.

7. Compensation and Annual Evaluation:

A. Manager's initial annual Base Salary shall be Two Hundred and Thirty Thousand Dollars ($230,000.00). Said amount shall be payable in monthly or bi-weekly installments at the same time and in the same manner as other employees of the City are paid. Increases in Managers Base Salary may be effective at any time in the sole discretion of the City Council.

B. The City, by the City Council, and Manager shall set mutually agreed-upon objectives for each year under this Agreement. The City Council shall evaluate the Manager's performance at least once a year. Following the annual evaluation, the Council may consider whether increased compensation is warranted. Any increase to salary will be memorialized in a written amendment to this Agreement.

C. The City Council and the Manager shall define such goals and performance objectives as they mutually determine are necessary for the proper operation of the City for the attainment of the City Council's policy objectives, and the City Council and the Manager shall further establish a relative priority among those goals and performance objectives. Such goals, objectives and priorities are subject to adjustment by the Parties at any time. Within six months of hire, the Council shall review and evaluate the Manager in accordance with the specific criteria developed jointly by the Council and Manager.

8. Benefits:

A. Vacation. Manager will be provided forty (40) hours of banked vacation time upon the commencement of this Agreement. Manager shall also be entitled to and accrue paid vacation consistent with the City Resolution and policies applicable to executive level employees with fifteen (15) years of service. Currently employees with such seniority are provided twenty five (25) vacation days per year. Accrual 5 26529.00017\31968746. I

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rates, caps and limits, application, and usage are governed by the City's policies and practices.

B. Sick Leave. Manager shall accrue ninety six (96) hours of paid sick leave per year, with sick leave accruing on a pro rata basis per pay period. To the extent permissible by state law, accrued sick leave may be used in the event of retirement as a credit towards PERS service. Accrual rates, caps and limits, application, and usage are governed by the City's policies and practices.

C. Administrative Leave. Manager will be provided forty (40) hours of banked administrative leave upon the commencement of this Agreement.

Manager shall also be entitled to and accrue administrative leave consistent with City policies and practices on an annual basis. Accrual rates, caps and limits, application, and usage are governed by the City's policies and practices.

D. Deferred Compensation. The City will adopt and establish a qualified deferred compensation plan pursuant to Section 457 of the Internal Revenue Code for the benefit of the Manager and will annually contribute into the qualified 457 account, the Manager's name, the amount of Seven Thousand and Five Hundred Dollars ($7,500).

Such contributions will be made in January of each year of this Agreement, except that the initial payment shall be prorated for the 2019 calendar year and made as soon as practicable. The City shall be responsible for all expenses associated with the 457 account during the remaining term of this Agreement, including but not limited to administrative services fees and commissions.

E. Automobile Allowance. The City shall pay Manager an automobile allowance in exchange for the Manager securing a personal vehicle to be used for City business or functions during, before, and after normal work hours. The automobile allowance shall be $500 per month. Manager shall be responsible for the costs of operation, repair, maintenance, and liability, property damage and comprehensive insurance for such personal vehicle. By the Manager making the Manager's personal 6 26529.00017\31968746.1

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automobile available for use, the Manager is not precluded from using City vehicles for City business during, before, and after the normal workday on occasion, when appropriate.

F. ICMA/ CCMF Dues and Other Professional Development. The City agrees to budget and pay the Manager's annual dues for membership in ICMA and CCMF. In addition, the City agrees, subject to the City's budget constraints and advance approval of Council, to pay expenses and allow City time for the following: (1) conference and meeting attendance and selected training opportunities, including, but not limited to, those associated with ICMA, CCMF, the League of California Cities, and other national, state, regional and/or local associations and organizations necessary and desirable for the good of the City and for the Manager's continued professional development; (2) professional dues and subscriptions on behalf of the Manager which are necessary for the Manager's continuation and full participation in national, state, regional or local associations and organizations, including civic clubs or organization, necessary and desirable for the good of the City and for the Manager's continued professional development; and (3) travel and subsistence expenses of the Manager to pursue official and other functions for the City, including, but not limited to, national, state, regional and/or local associations and organizations necessary and desirable for the good of the City and for the Manager's continued professional development.

G. Business Expenses. Within the City's budget constraints and subject to adopted City policies, the City shall pay for or provide the Manager reasonable reimbursement for all actual and necessary business expenses.

H. Relocation Reimbursement. As an incentive to relocating to a primary residence located within forty (40) miles of the City of Indian Wells City Hall, the City agrees to reimburse Manager up to Twelve Thousand Dollars ($12,000) in moving expenses. For the purpose of this Agreement, "moving expenses" shall include travel and lodging for no more than two (2) trips for the purpose of searching for a personal residence; one or more moving van for personal and practice-related possessions; 7 26529.00017\31968746. l

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packing of personal and practice-related possessions (including packaging materials); loading and unloading of personal and practice-related possessions; and relocation travel expenses for airfare or mileage.

I. All Other Benefits. With the exception of such benefits as outlined specifically in this Section, the City shall provide the Manager with other benefits, including but not limited to health, disability, and retirement benefits, consistent with those benefits provided to the City's other executive-level employees.

9. Abuse of Office or Position:

If Manager is convicted of a crime involving an abuse of his office or position, all of the following shall apply: (a) if Manager is provided with administrative leave pay pending an investigation, Manager shall be required to fully reimburse City such amounts paid; (b) if City pays for the criminal legal defense of Manager (which would be in its sole discretion, as it is generally not obligated to pay for a criminal defense), Manager shall be required to fully reimburse City such amounts paid; and (c) if this Agreement is terminated, any Severance Pay and Severance Benefits related to the termination that Manager may receive from City shall be fully reimbursed to City or shall be void if not yet paid to Manager. For purposes of this Section, abuse of office or position means either: (x) an abuse of public authority, including waste, fraud, and violation of the law under color of authority; or (y) a crime against public justice.

10. Enforcement of this Agreement:

The prevailing party in any action brought to enforce this Agreement or to resolve any dispute or controversy arising under its terms and conditions, shall be entitled to payment of his/her/its reasonable attorneys' fees and costs.

11. Communications Upon Manager's Separation:

In the event the City terminates the Manager for any reason or no reason, the City and the Manager agree that no member of the City Council, the City staff, nor the 8 26529.00017\31968746. I

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Manager, shall make any written, oral or electronic statement to any member of the public, the press, or any city employee concerning the Manager's termination except in the form of a joint press release or statement, the content of which is mutually agreeable to the City and the Manager. The joint press release or statement shall not contain any text or information that is disparaging to either party. Either party may verbally repeat the substance of the joint press release or statement in response to any inquiry.

12. Indemnification:

Consistent with the California Government Code, City shall defend, hold harmless, and indemnify Manager using legal counsel of City's choosing, against expense or legal liability for acts or omissions by Manager occurring within the course and scope of Manager's employment under this Agreement. Legal representation, provided by City for Manager, shall extend until a final determination of the issues including any and all losses, damages, judgments, interest, settlements, fines, court costs, and the reasonable costs and expenses of legal proceedings, including appeals, and including attorneys' fees, and expert witness fees and all other trial and appellate costs, and other liabilities incurred, imposed upon, or suffered by Manager in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened. In the event there is a conflict of interest between City and Manager such that independent counsel is required for Manager, Manager may engage his/her own legal counsel, in which event City shall indemnify Manager, including direct payment of all such reasonable costs related thereto.

13. Notices:

Any notices to be given hereunder by either party to the other in writing may be effected either by personal delivery, mail, or email. Mailed notices shall be addressed to the parties as set forth below, but each party may change his/her/its address by written notice given in accordance with this Section. Notices delivered personally or by email will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated and received as of three (3) calendar days following the date of mailing. 9 26529.00017\31968746.1

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For the City:

Mayor and City Council
City of Indian Wells
44-950 Eldorado Dr.

Indian Wells, CA 92210
ATTN: Mayor
With copy to:

Jeff Ballinger, City Attorney
Best Best & Krieger LLP
74-760 Highway111, Suite 200
Indian Wells, CA 92210
For the Manager:

Chris Freeland

14. Conflict with City Charter or Municipal Code:

The City personnel ordinances, resolutions, rules and policies shall apply to Manager in the same manner as applied to other management employees, provided, however, in the event of a conflict between the provisions of this Agreement and the City Charter, or this Agreement and the Municipal Code, the City Charter or the Municipal Code shall prevail over this Agreement.

15. Entire Agreement:

This Agreement represents the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of Manager by City, and contains all of the covenants and agreements between the parties with respect to that employment. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or by anyone acting on behalf of either party, which are not embodied herein, and that no other employment agreement, statement, or promise not contained in this Agreement shall be valid or binding upon either party.

16. Modifications:

Any modifications to this Agreement shall be effective only if in writing and signed by both of the parties hereto.
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17. Effect of Waiver:

The failure of either party to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

18. Partial Invalidity:

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

19. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue shall be in Riverside County.

20. Assistance of Counsel:

Each Party to this Agreement warrants to the other Party that it has either had the assistance of counsel in negotiation for, and preparation of, this Agreement or could have had such assistance and voluntarily declined to obtain it. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF , the Parties have executed this Agreement as of the 2 nd day of May , 2019 .

CITY OF INDIAN WELLS:

Mayor
Attest:
~ndys~
Approved as to Form :
26529.000 17\3 1968746.1
12 CHRIS FREELAND:

By : ______ __.::..__ ___ _
Chris Freeland

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EXHIBIT "A"

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE
This Agreement is entered into on [ ] , by and between [ ] (hereinafter "Employee") and the CITY OF INDIAN WELLS (hereinafter "Employer'} Said parties shall be collectively referred to as the "Parties." Employee is currently employed as an L..[ ______ __.] for Employer. During the course of Employee's employment issues arose concerning Employee's continued employment. The Parties mutually desire to settle all of their present and possible future differences, disputes, or claims relating to and arising out of the employment and, therefore, the Parties agree as follows:

1. CONSIDERATION & REVOCATION PERIOD. This Agreement was presented to Employee for consideration on .... [ _________ __.]. From that date, Employee has twenty one days to consider the Agreement, though he is free to execute the Agreement prior to the end of that period if he so chooses. Following the execution of the Agreement, Employee has seven days in which to revoke. Such revocation must be made in writing and be personally delivered to the City Attorney. The effective date of this Agreement ("Effective Date") will be at 5:01 p.m. on the eighth day following Employer's receipt of Employee's signed Agreement.

2. SEPARATION TERMS. Employee agrees not to contest his separation from employment as of[ ] ("Separation Date"). Employee agrees that, as of the Separation Date, he will have already returned any and all equipment or other property belonging to Employer.

In return, Employer agrees to pay Employee severance pay in the total amount equal to [ ] months of his current monthly base salary, subject to all lawful deductions and taxes applicable to wages. This amount is in addition to compensation provided as final wages owed. The severance pay will be paid on Employer's first regular payday following the Effective Date of this Agreement and shall be subject to all regular withholdings and legally required taxes.

3. GENERAL RELEASE. Employee voluntarily and irrevocably releases and discharges Employer and its shareholders, directors, officers, elected or appointed officials, employees, fiduciaries, insurers, agents, successors, and assigns (collectively, "Released Parties") from and against any and all individual relief claims, obligations, debts, demands, judgments, or causes of action of any kind whatsoever, known or unknown, actual or contingent, whether brought at law, in equity or otherwise, based on tort, contract, statute, or on any other basis, which Employee has EXHIBIT A -Page 1
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or may have against any of them or liability they may have to Employee (collectively, "Claims"), which arise from or are related to Employee's employment or relationship with the Employer or any other Released Party, Employee's separation from employment from any of them, or any other matter, cause or thing whatsoever which may have occurred involving Employee and any Released Party prior to the date of Employee's acceptance of this Agreement. This release also includes all Claims for equitable relief, actual, compensatory, consequential, punitive, special, multiple, or other damages, expenses (including without limitation attorneys' fees and court costs. This release includes, without limitation, any and all Claims Employee has or may have against the Employer or any other Released Party arising under any federal, state, local, or foreign statute, common or other law, including without limitation those relating to the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Civil Rights Acts of 1866, 1871, 1964 and 1991, the Equal Pay Act of 1963, the Employee Retirement Income Security Act of 1974, the Internal Revenue Code of 1986, the Fair Labor Standards Act of 1938, the Family and Medical Leave Act of 1993, the Labor Management Relations Act of 1947, the National Labor Relations Act, the Rehabilitation Act of 1973, the California Labor Code, the California Fair Employment and Housing Act.

4. CIVIL CODE SECTION 1542 WAIVER. Employee agrees that the Released Claims include not only claims presently known to Employee but also include all unknown or unanticipated claims. Employee understands that he may later discover facts different from what they now believe to be true, which if known, could have materially affected this Agreement, but he · nevertheless waives any claims or rights based on different or additional facts. Employee knowingly and voluntarily waives any and all rights or benefits that he may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXISTS IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY

HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Notwithstanding the provisions of Section 1542, this Agreement is also intended to include all claims which Employee does not know or suspect to.exist at the time this Agreement's execution.

EXHIBIT A -Page 2
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5. NO ACTIONS. Employee affirms that he currently has no action, charge, or administrative claim pending before any court oflaw, governmental body, or administrative agency, either on the federal or state level. Employee agrees he will not at any time in the future pursue any employment personnel appeal or internal grievance or file any claim for individual relief with any governmental agency or any court arising out of or in any way related to his employment. Employee affirms that he is unaware of any issue relating to Employer's non-compliance with regulatory obligations.

6. RELEASE CARVE OUT. Notwithstanding the provisions of paragraphs 3-5, Employee's released claims shall not include any claims based on obligations created by or reaffirmed in this Agreement, nor shall Employee's released claims include claims which expressly cannot be waived according to California Labor Code Section 2804. Nor shall anything in this Agreement be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Public Employment Relations Board (PERB), U.S. Equal Employment Opportunity Commission (EEOC), California Department of Fair Employment and Housing (DFEH), or any other governmental agency. Notwithstanding the foregoing, Employee hereby agrees to, and does, waive his right to recover monetary damages in any charge or lawsuit filed by Employee or anyone else on his behalf.

7. NO RE-EMPLOYMENT. As of the date of this Agreement, Employee has not applied for, sought, or accepted re-employment with Employer. Employee knowingly and voluntarily waives all rights he may have under federal or state law to reinstatement and acknowledges that Employer may, in its discretion, refuse to consider any application for re-employment.

8. NO DEFAMATION. The Employee may not disparage customers, suppliers, vendors nor may Employee defame Employer, its management, its employees, agents, officers, elected or appointed officials, shareholders, or affiliates. Employee agrees to refrain from making public statements regarding his subjective opinion regarding Employer or his employment actions. This obligation is not intended to prohibit lawful interactions with governmental agencies as referred to in paragraph 6.

9. CONFIDENTIALITY. The Parties acknowledge that they have not discussed or disclosed any of the terms of this Agreement to anyone, except for their attorneys. Except as such disclosure may occur to Employee's attorneys or accountants or as otherwise may be required by law, or in response to any subpoena, Employee agrees the terms of this Agreement and all negotiations between the Parties shall be kept strictly confidential and neither the details of the negotiations, EXHIBIT A-Page 3
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the terms of this Agreement, or Employee's subjective opinion relating to the negotiations, the Agreement, or his prior employment may be disclosed to anyone, including without limitation, any person, corporation, or other business entity for any purpose. Should any inquiry be made, the Employee may respond only by indicating that the separation was amicable.

If Employee becomes legally compelled by deposition, subpoena, interrogatory, request for documents, or similar legal process, he shall immediately notify the Employer telephonically and confirmed in writing, so that the Employer will have the opportunity to intervene. This obligation is not intended to prohibit lawful interactions with governmental agencies as referred to in paragraph 6.

10. NO ASSIGNMENT. The Parties hereto each warrant that they have made no assignment and will make no assignment of any claim, right of action, or any right of any kind whatsoever embodied in any of the Released Claims and that no other person or entity of any kind had or has any interest in the same.

11. NO ADMISSION OF LIABILITY. This Agreement is solely for the purpose of compromising on the issue of separation of employment. It does not constitute, nor shall it be construed, as an admission of the truth or validity of any claims asserted. All communications made in conjunction with this Agreement shall be governed and protected in accordance with the Federal Rule of Evidence 408 and California Evidence Code sections 1150, et seq.

12. ENTIRE AGREEMENT. This is the entire Agreement between the Parties pertaining to the separation of employment or any disputes or claims arising during the course of employment, and it supersedes all prior or contemporaneous agreements, negotiations, or discussions, whether oral or written, express or implied. No supplements, modifications, or waivers of this Agreement shall be binding unless executed by written amendment.

13. COUNTERPARTS. This Agreement may be executed in any number of counterparts, including those executed by facsimile, each of which shall be deemed an original but all of which taken together shall constitute one Agreement.

14. ATTORNEYS' FEES. In ·the event of legal proceedings to enforce the terms of this Agreement, necessary to declare rights hereunder, or as the result of the breach of this Agreement, the prevailing party in any such proceeding shall be entitled to recover from the losing party reasonable costs and attorneys' fees, including but not limited to the out-of-pocket expenses of attorneys and out-of-pocket expenses of experts.

EXHIBIT A -Page 4
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15. NEGOTIATED AGREEMENT. Employee acknowledges and agrees that Employer has recommended use of independent counsel or labor representation, if relevant, throughout all negotiations that preceded the execution of this Agreement. Any choice to forgo such use is of the Employer's own will. This Agreement is the result of arms-length negotiations and expresses the complete, actual, and intended agreement of the Parties.

16. WAIVER & SEVERABILITY. Failure to insist on compliance with any term, covenant, or condition contained in this Agreement shall not be deemed a waiver of the same. If any provision is held to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect.

THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

THE SIGNATORIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT AND ARE SIGNING VOLUNTARILY.

CITY OF INDIAN WELLS:

By: _________ _
TED J. MERTENS
MAYOR
EMPLOYEE:

By: _________ _

CHRIS FREELAND

EMPLOYEE
EXHIBIT A -Page 5
26529.00017\31968746. I

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ATTACHMENT #2

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ATTACHMENT #3

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26529.00000\34571595.4
Page | 1

CITY OF INDIAN WELLS

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to the Employment Agreement Third
____ day of December 2021.

Except as modified in this Third Amendment and the preceding First and Second Amendments, the Employm
the Employee shall remain in full force and effect.

The parties to this Third Amendment agree to the following changes:

1.e Agreement and extend its term
by an additional one year and seven months as follows:

4. Term:

The term of this Agreement will commence on May 13, 2019, and shall continue until December 31, 2028, or the date of earlier termination in accordance with provisions in this Agreement. In the event that the City Council determines that the Manager is not to be reemployed upon expiration of this Agreement, he shall be given written notice thereof by the City Council at least one hundred and twenty (120) days in advance of the final year of this Agreement. Failure to provide timely written notice provided for in this Section shall result in the Agreement being extended on the same terms for additional periods of one (1) year on each occasion.

This renewal clause and its notice provision shall apply to all subsequent terms under this Agreement.

2.s hereby
amended at subsection A to annual Base Salary by
$10,000.00:

7. Compensation and Annual Evaluation:

A. Effective July 1, 2021,
Salary shall be Two Hundred and Fifty Thousand Dollars ($250,000.00).

Said amount shall be payable in monthly or bi-weekly installments at the same time and in the same manner as other employees of the City are paid. sole discretion of the City Council.

ATTACHMENT #4

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Page | 2

3.provide
a one-time

8. Benefits:

A. Vacation. Manager will be provided one hundred twenty (120) hours of banked vacation time upon the commencement of this Third Amendment. Manager shall also be entitled to and accrue paid vacation consistent with the City Resolution and policies applicable to executive level employees with fifteen (15) years of service. Currently employees with such seniority are provided twenty-five (25) vacation days per year. Accrual rates, caps and limits, application, and usage are The City and the Employee have duly executed this Third Amendment as of the date first written above.

IN WITNESS WHEREOF, the parties have executed this Agreement on the ____ day of December 2021.

CITY OF INDIAN WELLS
______________________________________
By: Dana Reed, Mayor

CHRIS FREELAND
______________________________________
By: Chris Freela nd
ATTEST:
____________________________________
Angelica Avila, City Clerk
APPROVED AS TO FORM:
______________________________
Todd R. Leishman, City Attorney

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CITY OF INDIAN WELLS

FOURTH AMENDMENT TO

CITY MANAGER EMPLOYMENT AGREEMENT
This Fourth Amendment to City Manager Employment Agreement (this "Fourth Amendment"), effective November 3, 2022, is between the City oflndian Wells (the "City") and Chris Freeland (the "Employee" or "Manager").

Except as modified by this Fourth Amendment and the preceding First, Second, and Third Amendments, the Employment Agreement originally dated May 2, 2019 ("Agreement") between the City and the Manager remains in full force and effect.

The parties to this Fourth Amendment agree to the following changes:

1.Section 4 entitled "Term" is hereby amended to renew the Agreement and extend its term by an additional one year, to read now as follows:
"4. Term:

The term of this Agreement will commence on May 13, 2019, and shall continue until December 31, 2029, or the date of earlier termination in accordance with provisions in this Agreement. In the event that the City Council determines that the Manager is not to be reemployed upon expiration of this Agreement, he shall be given written notice thereof by the City Council at least one hundred and twenty (120) days in advance of the final year of this Agreement. Failure to provide timely written notice provided for in this Section shall result in the Agreement being extended on the same terms for additional periods of one (1) year on each occasion. This renewal clause and its notice provision shall apply to all subsequent terms under this Agreement."

2.Section 7 entitled "Compensation and Annual Evaluation," subsection A, is hereby amended to increase the Manager's annual Base Salary by $12,000.00, to read now as follows::

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"7. Compensation and Annual Evaluation:

A.Effective July 1, 2022, Manager's initial annual Base Salary shall be Two Hundred and Sixty-two Thousand Dollars ($262,000.00). Said amount shall be payable in monthly or bi-weekly installments at the same time and in the same manner as other employees of the City are paid.

Increases in Manager's Base Salary may be effective at any time in the sole discretion of the City Council."
ATTACHMENT #5

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3. Section 3 entitled "Benefits" is hereby amended at subsection A to provide a one-time addition of 40 hours to the Manager's bank of accrued vacation time, to read as follows:
"8. @:

A. Vacation. Manager will be provided an additional fo$ (40) hours of banked vacation time upon the commencement of this Fourth Amendment. Manager shall also be entitled to and accrue paid vacation consistent with the City Resolution and policies applicable to executive level employees with fifteen (15) years of service. Currently, employees with such seniority are provided twenty-five (25) vacation days per year.

Accrual rates, caps and limits, application, and usage are governed by the City's policies and practices."
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as indicated below

CITY OF INDIAN WELLS CHRIS FREELAND
E-S,IGNIED by Dana Reed
on za2$ 1-04 20: 38: 07 PDT
E-SlcD{fupy Christopher Freeland
"@1-04 15:38:36 PDT
By: Dana Reed, Mayor
November 04,2022
By: Chris Freeland
November 04,2022
DateDate
ATTEST:

E-SI@N'ED by Angelica Avila
on N2kfi 1-05 1 2:00:08 PDT
Angelica Avila, City Clerk

APPROVED AS TO FORM
E-SIGNTEP by Todd Leishman
on 2QZfufi 1-04 1 5:54:35 PDT
Todd R. Leishman, City Attomey
Pagel2

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Page | 1

CITY OF INDIAN WELLS

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fifth Amendment amends the Employment Agreement – City Manager (this “Fifth Amendment”) between the City of Indian Wells (the “City”) and Chris Freeland (the “Employee” or “Manager”).

Except as modified in this Fifth Amendment and the preceding First, Second, Third, and Fourth amendments, the Employment Agreement dated May 2, 2019 (“Agreement”) between the City and the Employee remains in full force and effect.

For mutual consideration, hereby acknowledged, the parties to this Fifth Amendment agree to the following changes:

1.Section 6, entitled “Termination of Employment and this Agreement; Severance,” is hereby amended at Subsection A to increase severance of both salary and benefits from nine months to 12 months, reading as follows:
“6. Termination of Employment and This Agreement; Severance:

A.If the City terminates this Agreement (thereby terminating the Manager’s employment) without cause, as determined by the affirmative votes of a majority of the members of the City Council at a Regular Meeting of the City Council, and if the Manager signs, delivers to the City Council, and does not revoke, the General Release Agreement (“Release Agreement”) in the form attached hereto as Exhibit A, City shall pay Manager a lump sum benefit equal to (1) payment equal to 12 months of Manager’s Base Salary; or (2) payment equal to the unexpired Term of this Agreement as described in Section 4 above, whichever is less. In addition to Severance pay, the Manager shall receive continuation of his health benefits, as well as dental, vision, and life insurance benefits, for 12 months or until he finds other employment that provides health benefits, whichever occurs first. (The foregoing salary and health benefits shall be referred to collectively as “Severance.”)

2.Section 7, entitled “Compensation and Annual Evaluation,” is hereby amended at subsection A to increase the Manager’s annual Base Salary by $23,000.00, reading as follows:
“7. Compensation and Annual Evaluation:

A.Effective July 1, 2023, the Manager’s annual Base Salary shall be $285,000.00. Said amount shall be payable in monthly or bi-weekly ATTACHMENT #6

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Page | 2

installments at the same time and in the same manner as other employees of the City are paid. Increases in Manager’s Base Salary may be effective at any time in the sole discretion of the City Council.”

3. Section 3 entitled “Benefits” is hereby amended at subsections A and C to provide a one-time addition of 120 hours to the Manager’s accrued vacation-time bank and require all cash-outs be deposited into a 401a plan. There is no change for subsection B. For each year, the amount contributed to the City’s 401(a) Plan, in total, shall not exceed the IRS Annual Additions limit [Section 415(c)(1)(a)], as adjusted annually by the IRS for the cost of living ($66,000 for 2023). Any excess above the annual limit will be disbursed to the Employee and not deposited into the Plan.

“8. Benefits:

A. Vacation. In addition to vacation-related benefits under the Agreement and prior amendments, Manager will be
provided 120 hours of additional banked vacation time on September 7, 2023. Manager shall also be entitled to and accrue paid vacation consistent with the City Resolution and policies applicable to executive-level employees with 15 years of service. Employees with that level of seniority are provided 25 vacation days per year. The City’s policies and practices govern accrual rates, caps and limits, application, and usage. Any mandatory vacation cash-outs shall be
deposited into the City’s 401a plan.

C. Administrative Leave. Manager shall be entitled to and accrue administrative leave consistent with City policies and practices on an annual basis. The City’s policies and
practices govern accrual rates, caps and limits, application, and usage. Any mandatory administrative-leave cash-outs shall be deposited into the City’s 401a plan.”

(Signatures on following page)

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Page | 3

IN WITNESS WHEREOF, the parties have executed this Agreement on the ____ day of September 2023.

CITY OF INDIAN WELLS

____________________________________
By: Donna Griffith, Mayor

CHRIS FREELAND

______________________________________
By: Chris Freeland
ATTEST:

____________________________________
Angelica Avila, City Clerk

APPROVED AS TO FORM:

______________________________
Todd R. Leishman, for
Best Best & Krieger, LLP
City Attorney

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: City Manager Department
Prepared by: Micaela Wilkey, Senior Management Analyst
Subject: Winterfest 2023 at the Indian Wells Golf Resort

RECOMMENDED ACTIONS:

Council PROVIDES staff direction on hosting Winterfest 2023 at the Indian Wells Golf Resort.

BACKGROUND:

At the February 3, 2021, City Council Strategic Planning Session, Council directed staff to identify opportunities for an Indian Wells Holiday Experience in collaboration with the Indian Wells Collection of hotels to help drive business during the slower shoulder season of December. Goal was to increase hotel stays and visitors to the Indian Wells Golf Resort (IWGR) during the holiday season, generating additional transient occupancy tax (TOT) and IWGR revenues.

In the summer of 2021, an Indian Wells Event Committee (IW Event Committee) including the city, Visit Greater Palm Springs, Indian Wells Golf Resort, Hyatt Regency, Miramonte Resort & Spa, and Renaissance Esmeralda was formed to develop a unique holiday experience for the Golf Resort campus. Winterfest 2022 included enhanced lighting, ice skating all taking place at the Indian Wells Golf Resort with anchor attractions Top Tracer and Shots in the Night and a tree lighting ceremony.

Overall, the IW Event Committee agreed that the 2022 Winterfest was a success. A high- level inclusive event that was planned and executed in record time. Despite being a first- year event, it was well attended, participants' reviews indicated that they enjoyed themselves and the marketing elevated the City of Indian Wells. Winterfest is a communitywide experience that incorporates multiple properties within walking distance from one another and is a unique concept.

At the March 1, 2023, Marketing Committee Meeting, the committee discussed the after- event report on Winterfest and recommended that the City, Golf Resort, and hotel partners work together to develop an event plan, budget, and secure financial sponsorships for a 2023 Winterfest. Over the last couple of months, the various partners have been discussing several ideas to secure funding and how to improve the Winterfest

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experience. Staff recognized that for the event to be successful, an event coordinator and fundraising consultant was needed. The city brought on Cooper Consulting and Creating (CCC), which has experience putting events and fundraising together, to develop the event plan, budget, sponsorship opportunities, and seek cost savings for a 2023 Winterfest.

On May 11, 2023, members of the Marketing Committee met with CCC to continue exploring a 2023 Winterfest experience. The committee agreed to have CCC work with the various partners on the event plan and budget. In addition, the goal is to raise at least $200,000 in sponsorships or cost savings to help offset the cost of the event. CCC has been gathering sponsorship commitments and cost savings with vendors.

On June 5, 2023, staff was informed that CCC had secured a cost savings of $95,160 to switch from an ice-skating rink to a roller rink with the same company (Ice America) and needed direction to secure the roller rink.

On July 6, 2023, the City Council voted 3-2 to replace the ice rink with a roller rink to save on costs; however, the council did not authorize staff to secure the rink until $100,000 of sponsorships had been reached. If a $100,000 in sponsorships were secured, the City Manager was authorized to move forward with Winterfest, and if not, bring the matter back for consideration at the September 7, 2023, City Council meeting. The overall Winterfest concept was approved, including the attached budget. Council also asked CCC to meet with the resort hotels to inquire about their assisting with financial or in-kind sponsorships.

Winterfest 2023 is tentatively scheduled for December 2023. A copy of the Winterfest 2023 business plan is attached.

DISCUSSION:

Over the past few months CCC has been securing sponsorships for Winterfest 2023. At the time that this report was prepared, CCC had not fully secured the requested $100,000 in sponsorships. However, CCC has made progress to meet this milestone. To date, CCC has the following secured or pending sponsorships. A verbal update on all sponsorships will be provided at the City Council meeting.

 Secured Sponsorships of $41,185. These include executed pledge forms or email commitments from sponsors.
 In-Kind Sponsorships of $25,000. These include use of equipment, personnel, and supplies for Winterfest to offset budgeted expenses.
 Pending Sponsorship of $20,000. This is for ongoing discussions with Eisenhower that is awaiting further discussions with pertinent staff members currently out of the office.

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o At the time of this report, CCC has several more businesses reviewing paperwork to determine their level of interest in sponsorship. In addition, CCC is working with our local hotels on additional in-kind sponsorships to further reduce budgeted expenses. Hotels have agreed to increase their individual decorations/lighting expenses for 2023.

CCC is committed to continue seeking potential sponsors if the City Council approves Winterfest 2023. CCC’s goal remains $200,000 in sponsorships but anticipates the amount to be secured may be closer to $120,000 to $150,000 in cash or in -kind sponsorships.

OPTIONS:

In order to secure the roller rink, sponsorships, and schedule holiday parties, staff is requesting the City Council make a final determination on Winterfest 2023. As such, Council has the following options available:

1. Approve Winterfest 2023 as outlined in this staff report and approve a supplemental appropriation of $324,058; or

2. Determine not to move forward with Winterfest 2023.

FISCAL IMPACT:

The proposed budget (attached) for Winterfest 2023 is $424,058.

At the time this report was written estimated revenues are as follows:
 Visit Greater Palm Springs Grant: $100,000
 Secured Sponsorships (Cash and In-Kind): $66,185
 Estimated Event Revenues:
o IWGR F&B Revenues (Net) $65,000
o Roller Rink Ticket Sales (Net) $50,000
Total: $281,185

At this time, Winterfest is estimated to have a net cost to the City of $142,873. This amount does not include any additional sponsorship revenues, including any pending amounts, which CCC believes to be an additional $40,000 or more.

It is also important to note that the approved budget does not include any estimated increases in sales tax and TOT revenue that will be generated from Winterfest.

If Council determines they wish to move forward with Winterfest 2023, staff is seeking a supplemental appropriation of $324,058 for Fiscal Year 2023-2024.

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City Council Strategic Goal:

Events such as Winterfest support the City Council 2023 Strategic Goal to Evaluate where tourism funds are invested in promoting Indian Wells as a tourism destination and incorporating opportunities to highlight the Indian Wells Golf Resort. In addition, i t supports the 2023 Goal of identifying new community events and activities for residents and seek partnerships with Desert Recreation District and other organizations that may be able to assist in providing enhanced benefits to residents.

ATTACHMENTS:

1. Winterfest 2023 Budget and Sponsorships Summary

2. CCC Business Plan for Winterfest 2023

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Winterfest 2023
At dais- September 7, 2023
Staff Presentation

Winterfest 2023
Proposed Budget $424,058
Revenue
•Grant $100,000
•Secured Sponsorship $40,500
•In-Kind Sponsorship $47,000
•Pending Sponsorship $35,000
Total Sponsorship: $122,500
Expected cost to the City
•$86,558.00
*Does not include TOT or Sales Tax Revenues
*After report was done another $36,315 of potential sponsorships came through

Winterfest 2023 Budget
Expense Budget Revenue Budget
Roller Rink 184,756$ VisitGPS Grant 100,000$
Rink Setup Rooms 12,000$ Secured Sponsorship 41,185$ Igloo Bar 2,130$ Pending Sponsorship 20,000$
Four Bubble Tents 3,672$ In-Kind 25,000$
Four seating sets 1,348$ IWGR F&B Revenue (Net)65,000$ Four Fire Pits 1,380$ Ticket Sales (Net)50,000$ Lighting for Tents 872$
Speakers for Tents 3,300$
Entertainment 9,600$
Staffing 20,000$
Overall Lighting 125,000$
Consultant 30,000$
Security 15,000$
Contingency 15,000$
Total:424,058$ Total:301,185$ (122,873.00)$
*Note: This does not include TOT or Sales Tax revenue
Sponsorships Summary
Cash Secured/Pledged
Renova 10,000$
Audi Rancho Mirage 9,185$
Troon 5,000$
Ice America 5,000$
Burrtec 2,500$
Sprouts 3,500$
BBK 2,500$
Desert Champions 2,500$
Gonsalves & Son 500$
Precision Wireless 500$
Subtotal:41,185$
In-Kind Sponsorhips
Renaissance 10,000$
Desert Wraps 10,000$
Marker Broadcasting 5,000$
Subtotal:25,000$
Pending
Eisenhower 20,000$
Subtotal:20,000$
Winterfest 2023
ATTACHMENT #1

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Business Plan: Indian Wells Winterfest

1.Executive Summary
Indian Wells Winterfest is a highly anticipated annual holiday festival designed to celebrate the joy and spirit of the winter season. The festival aims to create a vibrant and memorable experience for visitors of all ages through a diverse range of events, activities, and sponsorships. With a focus on community engagement and festive celebrations, Indian Wells Winterfest aims to become the premier winter festival in the region. This business plan outlines the key elements and strategies to ensure the success of Indian Wells Winterfest.

2.Festival Overview

2.1 Mission Statement: Indian Wells Winterfest's a holiday festival running from December 1st- January 4th is a magical winter experience for residents and visitors that showcases the local culture, brings the community together, and supports local businesses and resorts all themed around a unique holiday experience.

2.2 Objectives
•Generate increased hotel occupancy and tourism.
•Create a family-friendly festival that attracts a diverse audience. •Generate revenue through sponsorships, ticket sales, and vendor participation. •Promote the local economy by partnering with local businesses and artisans. •Establish Indian Wells Winterfest as a must-attend event for residents and tourists alike.

ATTACHMENT #2

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INDIAN WELLS WINTERFEST - DECEMBER 2023 1
• Contribute to the community by supporting local charities and non-profit organizations.

3. Festival Components

3.1 Sponsorship Section: Indian Wells Winterfest will offer various sponsorship opportunities for businesses and organizations. Sponsors can benefit from brand exposure, increased visibility, and association with a highly regarded community event.

Sponsorship packages may include naming rights, logo placement on marketing materials, stage announcements, and other promotional activities.

3.2 Events and Activities To create an engaging and diverse festival experience, Indian Wells Winterfest will feature the following events and activities:

3.2.1 Live Music Performances: Live music concerts located in proximity to the roller rink as well as the bubble bar. These performances will cater to a wide range of musical tastes and provide a platform for local artists.

3.2.2 Kickoff event: December 1st opening night kickoff party to showcase the new Winterfest. This event will be invite only, and tickets will only be given out to sponsors, Community officials, and VIP’s.

3.2.3 Tree Lighting Ceremony: December 2nd a dedicated tree lighting ceremony will take place the night after the kickoff party to open Winterfest to the general public, and generate local media attention.

3.2.4 Roller Disco Rink: A brand new temporary roller disco rink will be installed, allowing visitors to enjoy the thrill of roller skating. This new roller rink will be larger than last year’s ice rink and comes in at 86ft x 40ft for a combined square footage of 3,440ft, and will be much more impactful. Skating sessions will be available for both youth and adult skaters, creating a delightful experience for families and friends. All themed to a mix of disco and classic holiday tunes.

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INDIAN WELLS WINTERFEST - DECEMBER 2023 2

3.2.5 Shots in the Night: Special holiday themed Shots in the Night will be offered all month long. These nights will showcase holiday films, music, snacks and drinks.

3.2.6 Igloo Bubble Bar Installation: A special popup inflatable light up igloo bar will be showcased on the clubhouse putting green. This will serve as an entertainment hub as well, and will showcase various games for people to play such as cornhole, giant Jenga, and connect four. The bar itself will showcase various holiday themed craft cocktails, wines, and local craft beers.

3.2.6 Outdoor Snow Globes and Firepits: Four snow globes will be placed throughout the property and will be available to rent out for a $200 food and beverage minimum.

These snow globes will feature seating for six and will have blankets, lights, and dedicated speakers to allow for a true VIP experience. In the same area as the snow globes there will also be four firepits available to rent for a $100 food and beverage minimum and will allow for seating for four. Both of these offerings will be allowed to utilize bottle service and will have a dedicated waitstaff.

3.2.7 Holiday Cookie and Candy Truck: The IW food truck will be decorated and retrofitted only at night in order to sell various candy and holiday snacks. The food truck will be parked in the valet area and will allow for an immediate walk-up experience to grab a welcoming hot chocolate or caramel apple.

3.2.8 Photos with Santa: Winterfest this year will feature a dedicated Santa site to allow for family’s and groups to take photos and memories home with them.

3.2.9 Various Food and Drink Popups: This year we will be showcasing various station throughout the property to purchase various uniquely themed snacks, meals, and warm drinks. All alcoholic drinks however will be served out of the bubble bar.

4. Marketing and Promotion

4.1 Target Market: The target audience for Indian Wells Winterfest includes local residents, neighboring communities, and tourists seeking unique winter holiday

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INDIAN WELLS WINTERFEST - DECEMBER 2023 3
experiences. The festival aims to cater to families, young adults, and seniors alike, creating a welcoming and inclusive atmosphere for all.

4.2 Marketing Strategies
• Multi-channel marketing campaigns will be launched, including social media advertising, local print media, radio spots, and possibly an outdoor billboard. • Collaborations with tourism boards, travel agencies, and hotels to promote the festival to tourists.
• Engage with local schools, community centers, and religious organizations to encourage participation and attendance from the local community. • Leverage influencer marketing by partnering with popular local bloggers and social media personalities to promote the festival.

5. Operational Plan

5.1 Festival Venue: The IW Golf Resort features ample space to accommodate the various festival components, including stages, market stalls, food vendors, and the roller disco rink. Ensuring easy accessibility, parking facilities, and appropriate amenities for attendees.

5.2 Vendor and Participant Management: Establish a selection process for vendors and participants to ensure the festival offers high-quality products and services. Provide clear guidelines, contracts, and logistical support to vendors, performers, and volunteers.

5.3 Staffing Recruit: a competent team of event managers, volunteers, security personnel, and support staff to oversee the smooth functioning of the festival. Assign specific roles and responsibilities to each team member and provide adequate training as required.

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INDIAN WELLS WINTERFEST - DECEMBER 2023 4

6. Financial Projections

6.1 Revenue Streams
• Sponsorships: Secure partnerships with local businesses and organizations to generate sponsorships.
• Ticket Sales: Charge an admission fee for entry to specific festival areas and activities.
• Vendor Fees: Collect fees from vendors participating in the marketplace and food stalls.
• Merchandise Sales: Offer festival-branded merchandise and souvenirs for sale. • Fundraising: Organize charity events and initiatives to raise funds for local causes.

6.2 Expenses
• Venue setup costs
• Marketing and advertising expenses
• Performer fees and contracts
• Staff wages and volunteer support
• Insurance and permits

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INDIAN WELLS WINTERFEST - DECEMBER 2023 5
• Operational and logistical expenses
• Safety and security measures
• Miscellaneous expenses

6.3 Initial $100,000 expense budget
• The initial $100,000 budget will go towards covering the costs of the 50% deposit on the new roller rink needed to move forward. Cost: $92,378 • An additional early purchase of the Igloo bar in order to receive a 30% discount as well as allow the IW golf resort to practice setting up the igloo and utilize it for additional functions between August 1st and December 1st. Cost: $2130 • Purchasing of one bubble tent to allow the team to practice assembling and disassembling as well as use for marketing material. Cost: $918.87 • Purchase of one seating set of four. To be placed inside the bubble tent in order to display for marketing material, as well as verify quality of seating set. Cost:
$337.80
• Purchase of one fire pit. To be used for display purposes for marketing as well as verifying quality of product. Cost: $344.43
• Purchase of one set of Govee string lights for inside of bubble tent. To be used for display purposes for marketing as well as verifying quality of product. Cost:
$217.99
• Purchase of one set of Sonos speakers for inside of bubble tent. To be used for display purposes for marketing as well as verifying quality of product. Cost:
$824.04

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INDIAN WELLS WINTERFEST - DECEMBER 2023 6
• Miscellaneous decorations, advertising and marketing material. To be purchased to help enhance the set up as well as allow the team to photograph and advertise early in order to promote sponsorships. Cost $2,848.87

7. Conclusion
Indian Wells Winterfest aims to create a vibrant and memorable winter festival experience for residents and visitors. By leveraging sponsorships, organizing diverse events and activities, and engaging the community, the festival will contribute to the local economy and promote a sense of holiday cheer. Through effective marketing strategies, careful planning, and diligent execution, Indian Wells Winterfest will establish itself as a beloved annual tradition in the region, fostering joy and unity during the winter season.

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INDIAN WELLS WINTERFEST - DECEMBER 2023
William Cooper, Winterfest Producer and Project Manager, City of Indian Wells, Cell: (760)-409-4122, Email: [email protected]
[Prospective Sponsor's Name] [Prospective Sponsor's Organization] [Address] [City, State, ZIP]
Subject: Sponsorship Opportunity for Indian Wells Winterfest Dear [Prospective Sponsor's Name],
I hope this letter finds you well. I am writing to introduce you to an exciting opportunity to support and collaborate with Indian Wells Winterfest, an eagerly awaited holiday festival that will be taking place from December 1st to January 4th in Indian Wells, California.

Indian Wells Winterfest is a community-driven event that aims to bring together residents and visitors to celebrate the joyous holiday season. Our festival promises a variety of family-friendly activities and attractions, creating a magical atmosphere for all attendees. As a highly regarded organization like [Prospective Sponsor's Organization], we believe that your partnership with Indian Wells Winterfest would be mutually beneficial.

By becoming a sponsor of Indian Wells Winterfest, [Prospective Sponsor's Organization] will gain significant visibility and exposure among a diverse audience, including local residents, tourists, and media outlets. Additionally, your sponsorship will align your brand with the festive spirit of the holiday season and demonstrate your commitment to supporting community events. Below, you will find a detailed breakdown of the sponsorship opportunities available:

1. ($10,000+):
• Prominent logo placement on all event marketing materials • Recognition as one of the exclusive Platinum Sponsor in press releases and media coverage
• Two reserved front row tables of eight at the VIP kickoff party • Dedicated wall branding either near the roller disco rink or in other prominent points of entry
• Social media mentions and promotional posts highlighting your brand • Access to close off Winterfest one night only for a personal holiday party with all access
• Acknowledgment during VIP kickoff party, and during public tree lighting ceremony.
• Dedicated VIP seating for sixteen at all Winterfest events

2. ($5,000+):

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INDIAN WELLS WINTERFEST - DECEMBER 2023
• Logo placement on event marketing materials
• Recognition as a Gold Sponsor in online, press releases and media coverage • Reserved table for eight at VIP kickoff party
• Social media mentions and promotional posts highlighting your brand • Advertising signage attached to one of the bays at Shots in the Night • Priority access to your sponsored golf bay at Shots in the Night • Access the ability to plan company outings and events at Winterfest • Dedicated VIP seating for eight at all Winterfest events

3. Silver Snowflakes Sponsor ($2,500+):
• Logo placement on event marketing materials
• Recognition as a Silver Snowflakes Sponsor online and media coverage • Dedicated one meter board advertising on the roller disco rink • Three VIP access tickets to opening night kickoff party • Dedicated VIP seating for three at all Winterfest events

4. ($500+):
• Logo placement on event marketing materials
• Recognition as a Bronze Bells Sponsor online and media coverage • Two VIP access tickets to opening night kickoff party Please note that the sponsorship packages mentioned above are flexible, and we are open to discussing customization based on your organization's specific goals and budget.

In addition to the aforementioned benefits, we are committed to providing our sponsors with ongoing recognition and appreciation throughout the festival. This includes logo placement on our festival website, onsite logo placements and branding throughout, mentions in our newsletters, and acknowledgment during stage announcements.

We are eager to discuss the potential partnership further and answer any questions you may have. I will follow up with you shortly to explore how [Prospective Sponsor's Organization] can benefit from supporting Indian Wells Winterfest. In the meantime, please feel free to contact me at (760)- 409-4122 or IWwinterfest.com.

Thank you for considering this partnership opportunity. We look forward to working with you to make Indian Wells Winterfest a resounding success and a memorable experience for all.

Warm regards,
William Cooper, Producer and Project Manager, Indian Wells Winterfest

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INDIAN WELLS CITY COUNCIL
September 7, 2023

To: City Council
From: Public Works Department
Prepared by: Dina Purvis, Public Works Manager
Subject: Establishment of an Electric Vehicle Charging Fee

RECOMMENDED ACTIONS:

Council REVIEW, DISCUSS and APPROVE or APPROVE AS AMENDED the proposed Electric Vehicle Charging Fee; and

FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code section 21080(b)(8) and CEQA Guidelines section 15273(a)(1).

DISCUSSION:

As part of the Energy Efficiency Program the City installed five (5) dual port Level 2 publicly accessible charging stations at the Indian Wells Golf Resort that were funded by a grant from South Coast Air Quality Management District. In addition, the approved Fiscal Year 2023-2024 Capital Improvement Project budget includes ten (10) dual and five (5) single Level 2 EV charging stations for a total of 26 spaces at the City Hall campus.

The installation of the infrastructure for the charging stations is being funded through the Southern California Edison Charge Ready Program.

With the installation of city-owned EV charging stations, staff are proposing a fee schedule to address station usage reflective of what other Coachella Valley cities are charging. The objective of the proposed fee is to influence usage patterns and behavior to manage occupancy and availability of the charging connections, and to fully recover or offset the costs associated with program administration.

To achieve these goals, staff recommend implementing an "Electric Vehicle Charging Fee" that will reimburse the City for the direct costs incurred by the charging station. This fee will cover expenses such as electricity, maintenance, network fees, and staff time required to manage the station. Users will be charged for the duration of their use of the station.

Council also has the option to not set a fee and allow free charging. That option would result in maintenance of the equipment and power usage becoming a cost of the City’s General Fund.

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The EV charging stations have the capability to collect fees from users based on their connectivity. To initiate a charging session, users must connect to an EV charging station using a credit card or mobile app. Once the session is initiated, users gain access to one of the charging ports. The station can apply different fees or rates as determined by the station administrator, and these fees can be applied individually or combined.

Staff have conducted an analysis of the direct costs associated with charging a vehicle using the newly installed stations. The City cost being charged by SCE ranges between $0.27 per kWh (winter-off peak) and $0.64 per kWh (summer-peak) depending on the season. The network cost for the EV charging stations is $4,680 per year. The cost of electricity to run the EV charging stations is $206.83 per month, per meter and there is one meter per site.

The cost recovery for the power alone amounts to approximately $3.22 per hour. Most vehicles will gain a sufficient charge within a three-hour timeframe. Additional direct costs include maintenance fees, capital replacement, warranty coverage, and staff time dedicated to program management. Based on an estimated usage of 2000 hours per year, these additional costs per hour amount to approximately $2.32. Considering all these factors, the total fee for cost recovery is suggested to be set at $5.50 per hour, which would be the rate for the Electric Vehicle Charging Fee. The adoption of the EV Charging Fee should be re-evaluated after one year of operation, as the true times are revealed regarding usage.

While the staff proposes setting the Electric Vehicle Charging Fee at $5.50 per hour, we recommend implementing a discounted rate for an initial period of three hours. This will encourage community members to utilize the charging stations. As mentioned earlier, most vehicles can achieve a significant charge within three hours. After this initial discount period, users will be charged the full Electric Vehicle Charging Fee of $5.50 per hour. This fee structure promotes efficient use of the EV stations and allows users to self -regulate their charging time, preventing monopolization by a specific user and ensuring fair access for others.

Users of the EV stations will be notified of the Electric Vehicle Charging Fee through the EV charging station website, and the EV charging station mobile app. Additionally, users with a EV charging account will receive notifications via text message or email regarding the eventual price change. This transparent communication ensures that users are aware of the fee and can plan accordingly.

Based on the information regarding cost estimates, staff recommends the City Council adopt the attached resolution adopting the following fees:

Proposed Fee
Type of Fee Increment 1 Increment 2
Electric Vehicle Charging Fee $3.50 per hour $5.50 per hour

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The Finance Committee met on August 17, 2023, reviewed the proposed fee, and supports the staff recommendation.

City Staff also did a survey of the surrounding cities in the Coachella valley as indicated in the table above.

FISCAL IMPACT:

Additional revenue from the Electric Vehicle Charging Fee of $3.50 per hour for the first three hours, $5.50 per hour for usage over three hours.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

This project 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. The City acting as Lead Agency, has determined the Fee Establishment qualifies as being Statutorily Exempt from the environmental review requirements of the California Environmental Quality Act (“CEQA”) pursuant to Public Resources Code section 21080(b)(8) and CEQA Guidelines section 15273(a)(1).

ATTACHMENTS:

1. Resolution

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Electric Vehicle Charging Fee
At dais- September 7, 2023Staff Presentation

EV Charging Fee Proposal
•Choices
–Recover nothing,
City absorbs the
cost
–Recover enough to
partially offset the
cost
–Recover enough to
completely offset
the cost

Fee Considerations
Charging stations can have inactive cars if there is no incentive to leave Charging a nominally increasing fee will encourage drivers to leave once enough charge has been attained Fee structure can easily be changed at Council’s direction in the future

Questions?

City Hall EV Charging
City Hall EV Company Cost Price set by:

Cathedral
City Tesla & other Free - 4-hour limit City
Coachella ChargePoint Initial 4 hours free; $3 per hour thereafter City
Indio ChargePoint Initial 4 hours free; $2.00 per
hour thereafter City
La Quinta Tesla & other Free City
Palm Desert ChargePoint Free City
Palm
Springs ChargePoint
DC Fast Charger
Cost estimates:
$3.88 for 15 minutes
$7.75 for 30 minutes
$11.62 for 45 minutes
$15.50 for 1 hour

Level 2:
$2.05 for 1 hour
$4.09 for 2 hours
$6.14 for 3 hours
$8.18 for 4 hours
$10.23 for 5 hours
$13.43 for 6 hours
$17.79 for 7 hours
$22.14 for 8 hours
$26.50 for 9 hours
$35.99 for 10 hours
3rd party
(CSG EV LLC)
Rancho
Mirage Other Free with a 2-hour limit City

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RESOLUTION NO. 2023-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIAN WELLS,

CALIFORNIA, ESTABLISHING FEES FOR CITY-OPERATED ELECTRICAL

VEHICLE CHARGING STATIONS
WHEREAS, the City Council of the City of Indian Wells approved the purchase and installation of electric vehicle charging stations; and WHEREAS, the stations have been installed at the municipal golf course; and WHEREAS, the City now desires to adopt fees to recover the costs for usage of electric vehicle charging stations; and
WHEREAS, the City is authorized to adopt fees and charge such that the fees do not exceed the City’s reasonable costs; and
WHEREAS, as demonstrated in the City Council Staff Report dated September 7th, 2023, the amount of the proposed user fees do not exceed the City’s reasonable costs for providing said services.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIAN WELLS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Incorporation of Recitals. The City Council hereby FINDS and DETERMINES that the recitals of this Resolution are true and correct and are hereby incorporated into this Resolution as though fully set forth herein.

SECTION 2. The City Council hereby establishes the following fees for the use of City- operated electric vehicle charging station:

Electric Vehicle Charging Fee Amount
First Three Hours $3.50 per hour
Each hour after first three hours $5.50 per hour
SECTION 3. Conflicts with Other Resolutions. This Resolution shall repeal any other resolutions or portions thereof to the extent that such resolutions or portions thereof are in conflict with this Resolution.

SECTION 4. Severability. If any provision, clause, sentence or paragraph of this Resolution or the application thereof to any person or circumstances shall be held invalid, such invalidity shall not affect the other provisions of this Resolution, which can be given effect without the invalid provision or application and, to this end, the provisions of this Resolution are hereby declared to be severable.

ATTACHMENT #1

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City of Indian Wells
Resolution 2023-__

Page 2 ends

SECTION 5. CEQA. This action is statutorily exempt from the environmental review requirements of the California Environmental Quality Act (“CEQA”) pursuant to Public Resources Code section 21080(b)(8) and CEQA Guidelines section 15273(a)(1).

SECTION 6. Effective Date. Consistent with Government Code section 66017(a), the fees adopted by this Resolution shall take effect sixty (60) days following the adoption of this Resolution by the City Council.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Indian Wells, California, at a regular meeting held on this 7th day of September 2023. ________________________

DONNA GRIFFITH
MAYOR
CERTIFICATION FOR RESOLUTION NO. 2023-
I, Angelica Avila, City Clerk of the City of Indian Wells, California, DO HEREBY CERTIFY that the whole number of the members of the City Council is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted at a regular meeting of the City Council of the City of Indian Wells on the 7th day of September 2023, by the following vote:

AYES:

NOES:

ATTEST: APPROVED AS TO FORM:
___________________________ _______________________

ANGELICA AVILA TODD LEISHMAN

CITY CLERK CITY ATTORNEY

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INDIAN WELLS CITY COUNCIL
September 7, 2023
To: City Council
From: Finance Department
Prepared by: Kevin McCarthy, Finance Director
Subject: Golf Resort Management Agreement
RECOMMENDED ACTIONS:

Council AUTHORIZES the City Manager to execute a Golf Course Management Agreement with Troon Golf subject to non-substantive administrative edits and; FINDS the project to be exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15060.

BACKGROUND
Since 2009, Troon has served as the management company of the Indian Wells Golf Resort (the IWGR). Troon provides daily operations of the facility overseen by the General Manager. Troon employs all employees of the IWGR. The IWGR is separated into various Departments and Divisions, similar to the City of Indian Wells. These individual Departments and Divisions (e.g., Pro shop, banquets, golf, Vue Restaurant, Shots in the Night) are overseen by various directors and managers.

Over the years, the management agreement has been amended to memorialize changes in the operations of the IWGR, extension of terms and conditions, and more. In addition, the City and Troon entered into a Restaurant Lease Agreement for Troon to manage the Food & Beverage operations of the IWGR. The current management agreement is set to expire on June 1, 2024.

City Council Strategic Goal:

During the March 23, 2023, strategic planning session, the Council's consensus was to advise the City Manager to develop negotiation strategies and direct the City Manager to enter agreement negotiations with Troon Golf. These negotiation strategies were further developed into actionable goals and later categorized.

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The actionable goals in this new agreement fall into five key categories:

1. Establishing profitability requirements after routine capital repairs and replacements established by Council benchmarks and performance measures.

2. Reconfiguring management fee structure based upon adherence to the Annual Plan as defined in this agreement.

3. Implementing termination provisions based on poor financial performance.

4. Providing “Exceptional Customer Service” as defined in this agreement.

5. Providing “First-Class” services as defined in this agreement and the Troon operational standards and employee training manuals.

In addition, the Council also provided direction that if the City Manager and Troon could not come to favorable terms on a new agreement, the staff would notify Troon of the City’s intent to conduct a Request for Proposal process for management services of the IWGR.

FISCAL IMPACT:

The critical deal points listed below lie at the crux of this new agreement. Embedded are the City Council’s new benchmarks and financial performance measures. These benchmarks and financial performance measures permeate the Golf Resort’s operating budget, defined in this agreement as the “Annual Plan.”

Key Deal Points in the Agreement:

1. This Agreement replaces and supersedes all previous agreements and amendments.

2. Term Article VI: Extends Term to June 30, 2034.

3. Termination for Financial Performance Article VI: Adds new termination provision Section 6.5, allowing the City to terminate for poor financial performance.

4. Management Fees Article VII: Establishes new financial performance requirements for compensation. The financial performance expectations are derived from the Golf Resort’s Annual Plan. In the broadest of terms, Troon will earn a lower management fee than it currently does if it does perform to at least 95% of the Annual Plan, about the same if Troon reaches between 95.1% to 99.9% of the

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Annual Plan, and above what they earn now if they equal or outperform the annual plan.

5. Adds new F&B Incentive in Article VII: Adds new F&B Incentive Provision Section

7.2. Increasing food and beverage covers and customer service satisfaction is essential to the City (see Operational Performance Measures, Exceptional Customer Service, and First-Class benchmarks). This provision provides a financial incentive to develop further and expand the Food & Beverage program.

6. Adds Section 3.4 in Annual Plan Article III: Adds Council’s Benchmarks and Performance Measures. Establishes Troon’s responsibility to develop a rolling ten- year capital plan and budget limited to replacing existing equipment as a part of the Annual Plan.

7. Adds Section 3.15 Key Money: Troon agrees to contribute $1,250,000 as a key money contribution to be used by the City to cover the costs associated with the re-model or reinvention of the Vue Grille & Bar at the Golf Resort or any other mutually agreed upon capital project designed to expand ROI.

8. Adds Section 3.4 (b) clarifying language defining the City Council’s new Benchmarks and Performance Measures that the operator must meet. It further explains Financial Performance Measures, Operational Performance Measures, and Employee Performance Measures. The City uses these Benchmarks and Performance Measures as a part of the active management of the Agreement with Toon.

9. Adds clarifying language defining “Exceptional Customer Service” and “First Class” standards. These standards are part of the active management of the Agreement with Toon.

10. Adds Article IV Section 4.1(b) defining Competitors: Defines specific limitations of Troon providing management services to competitors of the Golf Resort.

11. Adds Article III Section 3.12 Prevailing Wages: Adds Prevailing Wage language in accordance with State Law.

OPTIONS:

1. Approve the new Golf Course Management Agreement with Troon Golf as presented.

2. Amend or modify the proposed agreement as presented.

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3. Direct Staff to proceed with a Request for Proposal for golf course management services.

4. Provide alternative direction to Staff.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

ATTACHMENTS:

1. Troon Agreement – Golf Course Management Agreement

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Indian Wells Golf Resort
Management Agreement
September 7, 2023
At dais- September 7, 2023
Staff Presentation

Achieving Commitments
•Council’s Strategic Planning Goal
•Advise negotiation strategies
•Direct the City Manager to enter agreement
negotiations with Troon Golf.

Actionable Goals
•Establish profitability requirements
•Reconfiguring management fee structure
•Termination provisions are based on poor
financial performance.
•Providing Exceptional F&B Experiences

New Agreement Current Agreement
1 Replaces and supersedes all previous agreements and
amendments Original plus Five Amendments
2 Term extends to 2034 Vs. Term ends in 2024
3 New Termination Provision for poor financial performance Vs. No such provision 4 Establishes new financial performance requirements for management fee Vs. Flat Fee with CPI
5 Adds F&B Incentive to improve financial performance and improve customer service satisfaction. Vs. No such provision or customer service goal 6 Adds Key Money Section: Troon will invest $1,250,000 at the Golf Resort Vs. No such provision
7 Adds clarifying language defining exceptional customer service and first-class Vs. Not clear.
8 Implements Council's Benchmarks and Performance Measures into the Annual Plan Vs. Not included in current agreement 9 Includes Capital Planning requirements into the Annual Plan Vs. Not included in current agreement New Troon Agreement
Substantial Contract Changes

New Agreement Current Agreement
New Language - on the advice of Bond, Tax, and Employment Counsel
1 Added required language required to ensure no inconsistent tax position. (16.20.)Vs. No such provision
2 Added required language to establish further that the contractual arrangement qualifies for the safe harbor under the IRS private-activity bond rule by ensuring that the City maintains substantial control as an owner. (3.4(c), (e), and (h); 3.5; 6.1;

16.20.)Vs. No such provision
3 Added language to further establish that Troon is an
independent contractor. (2.4(b).)Vs. No such provision
New Troon Agreement
Substantial Contract Changes

26529.00000\41624206.3
2023

GOLF COURSE MANAGEMENT AGREEMENT
between

THE CITY OF INDIAN WELLS,
a California Municipal Corporation
and
TROON GOLF, L.L.C.
a Delaware limited liability company
City Council Meeting: 9/7/2023
Supplemental Material:

General Business I.4- Revised Attachment

26529.00000\41624206.3

2 TABLE OF CONTENTS
INDIAN WELLS RESORT 2023GOLF COURSE MANAGEMENT AGREEMENT

ARTICLE I DEFINITIONS …................................................................................................... 1

1.1 DEFINED TERMS ............................................................................................................................................................. l

1.2 ACCOUNTING TERMS …............................................................................................................................................... 5 ARTICLE II RETENTION OF TROON .................................................................................. 5

2.1 AGREEMENT TO MANAGE .......................................................................................................................................... 5

2.2 STANDARDS OF PERFORMANCE: RELATIONSHIP BETWEEN CITY AND TROON ......................................... 5 ARTICLE III DUTIES AND OBLIGATIONS OF TROON .................................................. 6

3.1 LEADERSHIP .................................................................................................................................................................. 6

3.2 OPERATIONS ................................................................................................................................................................. 6

3.3 MARKETING .................................................................................................................................................................. 8

3.4 ANNUAL PLAN ………................................................................................................................................................ 10

3.5 HUMAN RESOURCES ………..................................................................................................................................... 11

3.6 MANAGEMENT SERVICES GENERALLY ……….................................................................................................. 12

3.7 MEETINGS .................................................................................................................................................................... 14

3.8 GOLF SHOP INVENTORY .......................................................................................................................................... 14

3.9 SPECIFIC OPERATING PROCEDURES .................................................................................................................... 14

3.10 CENTRALIZED SERVICES AND COSTS ................................................................................................................. 18

3.11 EQUIPMENT AND SUPPLIES .................................................................................................................................... 20

ARTICLE IV RESTRICTED ACTIVITIES OF TROON ...................................................... 21 ARTICLE V EMPLOYEES ..................................................................................................... 22 ARTICLE VI TERM ................................................................................................................. 22

6.1 TERM ........................................................................................................................................................................................ 22

6.2 TERMINATION BY CITY UPON THE OCCURRENCE OF CERTAIN EVENTS ............................................................. 22

6.3 TRANSITION TO NEW MANAGEMENT COMPANY OR OPERATOR ........................................................................... 23 ARTICLE VII MANAGEMENT FEES .................................................................................. 23

7.1 ANNUAL BASE FEE ............................................................................................................................................................... 23

7.2 ANNUAL INCENTIVE FEE .................................................................................................................................................... 23 ARTICLE VIII ACCOUNTS; WORKING FUNDS; DISBURSEMENT OF FUNDS; RECORDS AND REPORTS ........................................................................................................... 24

8.1 ACCOUNTS .............................................................................................................................................................................. 24

8.2 WORKING CAPITAL FUNDS AND WORKING CAPITAL SHORTFALLS ...................................................................... 25

8.3 DISBURSEMENTS ................................................................................................................................................................... 25

8.4 NET INCOME TO CITY .......................................................................................................................................................... 25

8.5 BOOKS AND RECORDS ......................................................................................................................................................... 25

8.6 REPORTS TO CITY ................................................................................................................................................................. 26

8.7 INSPECTION ............................................................................................................................................................................ 27

26529.00000\41624206.3

3 ARTICLE XIX INSURANCE .................................................................................................. 27

26529.00000\41624206.3

4 INDIAN WELLS RESORT
2023 GOLF COURSE MANAGEMENT AGREEMENT

THIS INDIAN WELLS RESORT 2023 GOLF COURSE MANAGEMENT AGREEMENT (the “Agreement”), effective ________, 2023 (“Effective Date”), is between the CITY OF INDIAN WELLS, a California municipal corporation (the “City”), whose address is 44-950 Eldorado Drive, Indian Wells, California 92210, and TROON GOLF, L.L.C., a Delaware limited liability company (“Troon”), whose address is 15044 N. Scottsdale Road, Suite 300, Scottsdale, Arizona, 85254, with respect to the following recitals:

RECITALS

A. The City is responsible for the operation of the Golf Resort at Indian Wells, located at 44- 500 Indian Wells Lane, City of Indian Wells, Riverside County, California, consisting of two eighteen (18) hole championship length golf courses (individually, a “Golf Course” and collectively, the “Golf Courses”), a driving range, clubhouse complex, food and beverage facilities, a golf shop, maintenance facility, Shots in the Night, and a training facility with indoor Trackman bays (collectively, the “Golf Resort”).

B. Troon is engaged in the management and operation of golf facilities.

C. The City desires to utilize the services and experience of Troon in connection with the management and operation of the Golf Resort, and Troon desires to render such services upon the terms and conditions outlined in this Agreement.

D. City and Troon previously entered into the Indian Wells Resort Golf Course Management Agreement dated June 1, 2009, as amended (the “Original Management Agreement”). This Agreement replaces and supersedes the Original Management Agreement and all other prior agreements as to its subject matter as of the Effective Date.

NOW THEREFORE, in consideration of the preceding Recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Troon agree as follows:

ARTICLE I
Definitions

1.1 Defined Terms. When used in this Agreement, the following terms shall have the meaning ascribed to them in this Article I unless the context clearly indicates a contrary intent:
“Affiliate” shall mean, with respect to any entity, (a) officers, directors, members, managers or employees of, or general partner in such entity, and (b) any individual, corporation, limited liability company, partner, partnership, trust or other entity which owns or controls, or is owned or controlled by, or is under common ownership or control with such entity. As used herein, the term “control” shall mean

26529.00000\41624206.3

5 the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of partnership interests or voting securities, by contract, by appointment to a managerial position, or otherwise.
“Affiliated Facilities” shall mean all golf course facilities managed or operated by Troon throughout the world (including, without limitation, if designated as such by Troon, golf facilities operated by an Affiliate of Troon).
“Annual Base Fee” shall have the meaning ascribed to that term in Article 7.1 of this Agreement. “Annual Incentive Fee” shall have the meaning ascribed to that term in Article 7.2 of this Agreement. “Annual Plan” shall have the meaning ascribed to that term in Article 3.4 of this Agreement. “Benchmarks and Performance Measures” means industry standard criteria and methods for measuring and evaluating performance. Benchmarks and Performance Measures incorporate market analytics, identify and compare market comp sets, including golf courses and restaurants, financial benchmarks, industry benchmarks, performance measurement, and financial and operational performance measures. Best practices include but are not limited to:
a) Financial Performance Measures: Revenue growth, profit margin, return on investment (ROI). b) Operational Performance Measures: Cycle time, customer satisfaction, defect rate. c) Employee Performance Measures: Sales performance, productivity, customer service ratings. “City” shall mean the City of Indian Wells, a California Municipal corporation, its employees, and elected officials.
“City Hotels” shall mean hotels located within the city limits of Indian Wells. “City Manager” shall mean the person holding the position of City Manager of the City of Indian Wells or the City Manager’s designee to whom Troon shall report. “Commencement Date” shall have the meaning ascribed in Article 6.1. “Compensation” shall mean the direct salaries and wages paid to or accruing for the benefit of the management staff and all other persons employed by Troon at the Golf Resort, excluding persons employed in food and beverage service, together with all fringe benefits payable to or accruing for the benefit of such employees, including employer’s contribution under the Federal Insurance Contributions Act (“FICA”), unemployment compensation, or other employment taxes, pension fund contributions, worker’s compensation, group life and accident and health insurance premiums, retirement, disability, and other similar benefits, but excluding (i) severance benefits unless approved in advance by the City and (ii) Employee Bonuses unless payable by Article 3.5(c).
“Easement Agreement” shall mean that certain Easement Agreement by and between the Redevelopment Agency of the City of Indian Wells and certain property owners as amended from time to

26529.00000\41624206.3

6 time, recorded as Document Number 117222, in the office of the County Recorder of the County of Riverside, California. The Easement Agreement is incorporated herein by reference as though fully set forth herein.
“Employee Bonuses” shall have the meaning ascribed to that term in Article 3.5(c). “Equipment and Supplies” shall mean all equipment and supplies used or useful at the Golf Resort, including, without limitation, the Golf Shop Inventory, golf course maintenance vehicles and equipment, driving range pickers and pullers, golf carts, rental golf clubs, and bags, green flags, janitorial equipment and supplies, office supplies, and all furniture, furnishings, fixtures, equipment, and supplies used in accordance with this Agreement.
“Exceptional Customer Service” is often linked to the operating qualities associated with “First-Class” as defined in this agreement. Exceptional customer service refers to a level of service that goes beyond the ordinary or expected standards. It involves delivering exceptional experiences and exceeding customer expectations to create long-lasting customer relationships, both internal and external. Exceptional customer service typically involves the following key characteristics:
a. Personalization: Understanding and addressing individual customer needs, preferences, and circumstances on a personalized level.

b. Responsiveness: Promptly and effectively addressing customer inquiries, concerns, and requests in a timely manner, showing a genuine willingness to help.

c. Proactive Communication: Anticipating and providing relevant information to customers before they even ask for it, keeping them informed and engaged throughout their interactions.

d. Empathy and Understanding: Demonstrating genuine empathy, actively listening to customers, and understanding their emotions, concerns, and perspectives.

e. Problem Solving: Taking ownership of customer issues or problems and working diligently to resolve them in a timely and satisfactory manner, going the extra mile to find solutions.

f. Consistency: Delivering a consistently high level of service across all customer touchpoints and interactions, ensuring a seamless and positive experience every time.

g. Going Above and Beyond: Going the extra mile to exceed customer expectations, anticipating their needs, and surprising them with unexpected gestures or benefits.

h. Professionalism and Courtesy: Displaying professionalism, respect, and courtesy in all customer interactions, regardless of the circumstances or challenges.

i. Continuous Improvement: Striving to continuously improve the quality of service provided by actively seeking feedback, analyzing customer experiences, and implementing changes to enhance future interactions.

26529.00000\41624206.3

7 j. Building Relationships: Fostering long-term relationships with customers by establishing trust, showing appreciation, and demonstrating a commitment to their satisfaction and success. “Executive Employees” shall mean the Golf Resort’s General Manager, Director of Golf, Golf Course Superintendent, and Controller.
“F&B Incentive Fee” shall have the meaning ascribed to it in Article 7.3.d “First-Class” shall mean an operational standard of quality and excellence similar to that found at luxury high-end resort golf facilities in the Western United States, including but not limited to optimum agronomic, maintenance, and playing conditions, exceptional customer service, professional staff, and efficient operations. First-Class shall further be defined as performance standards consistent with the Troon Golf Quality Standards. Being “First-Class” typically refers to possessing qualities or characteristics that are of the highest standard or rank. Below are common qualities associated with being First-Class that the City expects to be implemented into the Golf Resort operations:
a) Excellence: First-Class entities demonstrate exceptional quality, skill, or performance in their respective fields.
b) Proficiency: Exhibits a high level of expertise, competence, and mastery in their work or chosen area of focus.
c) Reliability: Being First-Class involves being consistently dependable and trustworthy, delivering consistent results or experiences.
d) Attention to Detail: First-Class entities pay meticulous attention to even the smallest details, ensuring precision and thoroughness in their work.
e) Innovation: First-Class entities are often characterized by their ability to think creatively and bring fresh ideas and approaches to their field, constantly pushing the boundaries of what is considered conventional.
f) Exceptional Service: First-Class service providers prioritize customer satisfaction, going above and beyond to exceed expectations and deliver an outstanding experience. g) Professionalism: First-Class entities adhere to high standards of conduct and maintain a respectful, courteous, and ethical approach in their interactions with others. h) Continuous Improvement: Being First-Class entails a commitment to ongoing learning, growth, and self-improvement. First-Class entities seek out new knowledge, refine their skills, and adapt to changing circumstances.
i) Superior Quality: First-Class products, services, or experiences exhibit a superior level of craftsmanship, performance, durability, or aesthetics.
j) Superior Attention to Customer Needs: First-Class entities understand and anticipate the needs and desires of their customers, tailoring their offerings to provide personalized solutions or experiences.
k) Consistency: First-Class entities maintain their high standards consistently over time, ensuring that their performance, products, or services consistently meet or exceed expectations. l) Reputation: First-Class entities have a strong and positive reputation in their field, often earning recognition and respect from peers, customers, or the community at large.

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8 “Golf Committee” shall mean the Indian Wells Golf Resort Advisory Committee that is established by the Indian Wells City Council.
“Golf Courses” shall have the meaning ascribed to that term in Recital A above. “Golf Resort” shall have the meaning ascribed to that term in Recital A above. “Golf Resort Expenses” shall mean all costs and expenses incurred in the operation, management, and maintenance of the Golf Resort (excluding the expenses related to food and beverage operations), including (a) all expenditures incurred by Troon in the performance of its obligations under this Agreement or expenditures incurred by City for the benefit of the Golf Resort; (b) the total fees paid to Troon pursuant to Article VII of this Agreement; (c) all expenses identified explicitly as “Golf Resort Expenses” in this Agreement; and (d) all other expenses agreed to by the City.

There shall be expressly excluded from Golf Resort Expenses the following costs and expenses of the Golf Resort, which shall be defined as “Fixed Charges”:
(A) Depreciation of the Improvements (if applicable) and FF&E, and amortization of financing costs, pre-opening expenses, organizational and other costs; (B) All debt service (including interest and principal) on any indebtedness related to the Facility;
(C) Rental payments pursuant to any ground lease;
(D) The cost of external (third-party) audits of Facility operations and/or with respect to Owner’s legal entity;
(E) Recurring and non-recurring Owner ownership costs, such as Owner’s legal entity administration and servicing fees;
(F) The Incentive Management Fee;
(G) Real estate (if applicable) and personal property taxes and assessments (including payments to tax escrow accounts, but without duplication with respect to taxes subsequently paid out of such tax escrow accounts);
(H) Payments pursuant to any equipment leases or installment sales contracts; (I) Such other cash expenditures (including capital replacements and major capital improvements as part of the Restoration Project and otherwise) which are normally treated as a capital expenditure under GAAP; and
(J) Property insurance premiums.
“Golf Shop Inventory” shall mean the merchandise usually sold at golf shops at First Class private and public golf course facilities, including, without limitation, clubs, bags, balls, clothes, shoes, gloves, hats, and other golf apparel and accessories.
“Gross Revenues” shall mean, for the Operational Year, all revenues generated from the operation of the Golf Resort and or its various components, determined on an accrual basis in accordance with generally accepted accounting principles consistently applied, including without limitation, greens fees, cart fees,

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9 rental fees, driving range revenue, golf shop revenue, lesson fees (payable to the Golf Resort), merchandise sales, frequent player card revenue, and any other revenue relating to the Golf Resort. Specifically excluded from the calculation of Gross Revenues are:
(a) Food and beverage revenues;
(b) Sales taxes, excise taxes, gross receipts, and similar taxes now or later imposed upon the sale of food, beverages, merchandise, or services; (c) That portion of any lesson fees charged by a golf professional which are not paid to the Golf Resort;
(d) The amount of any gratuities paid or given by a customer to Golf Resort employees or service charges added to customer billings which represent gratuities to Golf Resort employees; (e) Gross receipts received by licensees, vending companies, or concessionaires, except to the extent such proceeds are compensation for amounts that would otherwise constitute Gross Revenue hereunder;

(f) Interest income and revenues from the sale or mortgage of all or any part of the Golf Resort, revenues received on account of any casualty or condemnation, insurance proceeds (other than business interruption insurance), loan or financing proceeds, and any other revenues from any capital transaction;
(g) Grant Revenues or Insurance Reimbursements – Revenues from grants or insurance reimbursements shall not be included in gross revenue; and (h) Amounts paid by the City to cover Golf Resort expenses or other costs. “Gross Food and Beverage Revenues” shall mean, for the Operational Year, all revenues generated from the sale of food and beverages at the Golf Resort, determined on an accrual basis in accordance with generally accepted accounting principles consistently applied. Specifically excluded from the calculation of Gross Revenues are:
(a) Sales taxes, excise taxes, gross receipts, and similar taxes now or later imposed upon the sale of food and beverages;
(b) The amount of any gratuities paid or given by a customer to the Golf Resort; and (c) Employees or service charges added to customer billings representing gratuities to Golf Resort employees.
“Gross Operating Profit” or “GOP” shall mean the amount, if any, by which Gross Revenues exceed Golf Resort Expenses.

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10 “Implementation Goals and Deliverables” shall mean the Implementation Goals and Deliverables list which identifies key areas that are required in the Golf Resort Annual Plan as adopted by the City Council.
“Improvements” shall mean the Golf Resort clubhouse and all other buildings, structures, and improvements now located or hereafter constructed on the land encompassing the Golf Courses (the “Site”) and all fixtures and equipment attached to, forming a part of and necessary or desirable for the operation of such clubhouse and other buildings, structures or improvements (including, without limitation, heating, lighting, plumbing, sanitary system, air-conditioning, refrigeration, kitchen, elevators, and similar items) and such (i) restaurants, bars and banquet, meeting and other public areas, (ii) commercial space, including concessions and shops, (iii) garage and parking space, (iv) storage and service areas, (v) recreational facilities and areas, (vi) public grounds and gardens, (vii) permanently affixed signage and (viii) other facilities and appurtenances, all as presently exist on the Site or are hereafter added thereon during the Term.
“Initial Term” shall have the meaning ascribed in Article 6.1. “Key Money” shall have the meaning ascribed in Article 3.15. “Key Money Repayment Amount” shall have the meaning ascribed in Article 3.15. “Key Money Repayment Date” shall have the meaning ascribed in Article 3.15. “Legal Requirements” shall mean any and all laws, statutes, ordinances, codes, orders, rules, regulations, permits, licenses, authorizations, entitlements, official orders, and requirements of, or conditions imposed by, all federal, state and local government regulatory agencies and authorities which are as of the date hereof or hereafter become applicable to the Golf Resort, including, without limitation, any of the preceding relating in any way to hazardous materials or hazardous waste. “Management Fee(s)” shall mean the combination of the Annual Base Fee, the Annual Incentive Fee, and the F&B Incentive Fee.
“Net Operating Income” shall mean the amount, if any, by which Gross Operating Profit exceeds Fixed Charges calculated for the relevant period.
“NOI Deficiency” shall have the meaning ascribed in Article 6.5. “NOI Shortfall” shall have the meaning ascribed in Article 6.5. “Operating Contracts” shall mean all contracts now or hereafter entered into for the management, maintenance, and operation of the Golf Resort, including, without limitation, all such contracts for utilities to be provided for the Golf Resort and all such contracts for Equipment and Supplies. “Operational Year” shall mean July 1 to June 30 of each year during the Term of this Agreement.

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11 “Restaurant Lease Agreement” shall mean that certain Amended and Restated Restaurant Lease Agreement of even date herewith between Troon and City with respect to the operation of all food and beverage operations at the Golf Resort.
“Term” shall have the meaning ascribed in Article 6.1.
“Troon” shall mean Troon Golf, L.L.C.
“Troon Golf Quality Standards” shall mean a level of service that is suitable to a golf resort that is First-Class and that has above-average customer response. It includes providing superior attention to customer needs and high-quality service with compassion and warmth, all in accordance with the service level criteria and performance standards set forth in the Troon Golf Quality Standards Manuals on Agronomy, Food and Beverage, and Golf Operations as amended from time to time. The current Troon Golf Quality Standards have been reviewed by the City and shall be provided to the City upon request. The City shall be notified of any amendment to such standards implemented at the Golf Resort.

1.2 Accounting Terms. For purposes of this Agreement, all accounting terms not otherwise defined herein, in the Recitals, or in any exhibit shall have the meanings ascribed to them in conformity with generally accepted accounting principles (“GAAP”) consistently applied.

ARTICLE II
Replace and Supersede; Retention of Troon

2.1 Replace and Supersede. This Agreement replaces and supersedes the Original Management Agreement and all prior agreements as to its subject matter as of the Effective Date. From and after the Effective Date, the parties’ rights and obligations shall be governed by the terms and provisions of this Agreement. Prior to the Effective Date, the parties’ rights and obligations shall continue to be governed by the terms and provisions of the Original Management Agreement. For the avoidance of doubt, termination of the Original Management Agreement shall not result in any termination fees.

2.2 Agreement to Manage. City hereby appoints and retains Troon, and Troon hereby accepts such appointment and retention to act as a consultant to City and as manager of the Golf Resort during the Term with full power and authority to carry out all responsibilities of Troon under this Agreement and otherwise upon the terms and subject to the conditions hereinafter set forth.

2.3 Standards of Performance; Relationship Between City and Troon. Troon accepts the relationship of trust and confidence established between Troon and the City by the terms of this Agreement.

Troon shall report to the City Manager concerning the management and operation of the Golf Resort as a First-Class Golf Resort. Troon covenants with City to furnish its best skill and judgment in performing its obligations hereunder and shall at all times provide such consulting and managerial services to maintain the good name and business reputation of City and the Golf Resort. Troon shall perform its duties and obligations under this Agreement in an efficient, expeditious, prudent, and economical manner, consistent with the best interests of the City, in accordance with the standards followed by Troon in its role as course manager of similarly situated First-Class golf facilities operated by Troon, in accordance with the Troon

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12 Golf Quality Standards, and in such manner to maximize all Gross Revenues and minimize all Golf Resort Expenses, both as outlined in this Agreement and otherwise in connection with operation and maintenance of the Golf Resort.

Troon is entering into this Agreement as an independent contractor to provide the services outlined in this Agreement. Troon acknowledges that it is acquiring no rights whatsoever in the Golf Resort, or any portion thereof (including the Golf Courses and any trade names, trademarks, logos, emblems, and similar identifying materials of either the City or the Golf Resort) or the Equipment and Supplies, except a nonexclusive and revocable license, during the Term, to enter upon the Golf Resort and use the Equipment and Supplies if, and to the extent reasonably necessary, to carry out its obligations under this Agreement.

In acknowledging that Troon is acquiring no rights whatsoever in the Golf Resort (including any trade names, trademarks, logos, emblems, and similar identifying materials) or the Equipment and Supplies, Troon further agrees that it will not assert, in any legal action or otherwise, any right or interest in the Golf Resort, or any portion thereof. Troon shall not alter or improve any portion of the Golf Resort except as directed by the City or as expressly permitted under this Agreement.

ARTICLE III
Duties and obligations of Troon
In Troon’s role as manager of the Golf Resort, Troon shall perform and assume the following duties and obligations subject to the payment obligations of the City with respect to Golf Course Expenses:

3.1 Leadership.
(a) Troon will comprehensively analyze all aspects of the existing Golf Resort maintenance, operations, and marketing goals. Troon will work closely with the City in defining the ongoing goals and visions for the Golf Resort and will provide a new Annual Plan (as defined in Article 3.4 hereinafter) based upon these conclusions.
(b) Troon will adhere to the Troon Golf Quality Standards at the Golf Resort at all times during the Term.

(d) Troon will provide “Exceptional Customer Service” during the Term. Emphasis will be on “creating exceptional experiences” for our customers.

(e) Troon will provide consistent guidance and vision to the Golf Resort and take proactive steps to successfully operate the Golf Resort and adhere to annual operating expectations. (f) Troon will develop, support, and implement a culture of excellence within the Golf Resort based upon pride, respect, quality of service, and creating an exceptional experience for all patrons of the Golf Resort, including residents, hotel guests, and others.

3.2 Operations.

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13 (a) Troon will utilize commercially reasonable efforts to implement a First-Class maintenance program in accordance with the Troon Golf Quality Standards for the Golf Resort, which will result in optimum agronomic, turf, and playing conditions on a year-round basis, taking into consideration the Annual Plan approved by the City. Troon will perform a detailed analysis of the existing programs in place and, together with the Director of Agronomy, create a specific maintenance program for the Golf Resort as part of the Annual Plan. Troon’s goals for Golf Course maintenance, as outlined in the maintenance manual, will be:
i. Optimize the finest year-round agronomic conditions consistent with First-Class standards and achieve such conditions at the lowest possible cost. i. Maximize Troon’s national account buying power to save on Equipment and Supplies, including golf carts used in the operation of the Golf Resort. ii. Maximize playability while featuring the design strategy. iii. Maximize the presentation of the Golf Course in keeping with the overall theme of the Golf Resort.
(b) Troon will utilize commercially reasonable efforts to provide First-Class golf shop operations, including, but not limited to:
i. Effective tee sheet management utilizing its experience combined with modem point of sale systems, internet support, and reservation systems. Subject to technological availability, assist with the development of an extended tee time reservation system at all City Hotels, allowing full integration between such hotels and the Golf Resort.
ii. Focus staff priority on making the overall experience at the Golf Resort exceptional and memorable for all customers and on identifying opportunities to sell services and products to such customers.
(c) Troon will utilize commercially reasonable efforts to implement a premier outside services customer-service training program, recognizing that front-line employees usually interact most with the customer. Troon will build upon the existing theme presented by the staff. (d) Troon will utilize commercially reasonable efforts to provide a comprehensive employee training program for all employees at the Golf Resort, embodying the Troon Golf Quality Standards philosophy. The employee training program shall be consistent with a “First-Class” facility and “Exceptional Customer Service” as defined in this agreement. This training program shall provide all staff with such ongoing and additional training as is necessary to maintain the level of quality set forth in the Troon Golf Quality Standards and the Annual Plan.

(e) Troon will utilize commercially reasonable efforts to provide First-Class and effective golf shop merchandising programs, including:
i. Coordinating the quality and volume controls of the Golf Shop Inventory.

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14 ii. Pursuant to Article 3.11, taking advantage of Troon’s national accounts with Troon vendors. Merchandise and inventory buyers at the Golf Resort will not be restricted to using Troon’s national accounts exclusively. iii. Pursuing regional and national awards and recognition for the Golf Resort, including awards specific to the golf shop.
iv. Implementing carefully monitored plans that maximize gross profit and optimize Golf Shop Inventory levels.

3.3 Marketing.

Troon shall implement the marketing and brand management program that is adopted as part of the Annual Plan (the “Marketing and Brand Management Program”). (a) Troon will assist with preparing a progressive and specially tailored marketing campaign, maximizing all promotional opportunities, including utilizing marketing strategies used at other Affiliated Facilities.
(b) Troon will develop a comprehensive sales and marketing plan to effectively promote and increase the awareness and use of the Golf Resort. The sales and marketing plan will address group outings and special events, promote the use of the Golf Resort by City residents, market to the City Hotels and their guests, and increase the profile of the Golf Resort locally and nationally through effective public relations and advertising programs. i. Troon will develop and maintain close working relationships with the City Hotels, promoting mutual marketing, sales, and guest service; Troon will encourage open and productive lines of communication with each City Hotel’s General Manager, Director of Sales, and all City Hotels’ sales support staff. ii. Troon’s sales and marketing staff will routinely meet with City Hotels to discuss marketing and sales, stay-and-play packages, and develop new ideas and strategies.
iii. Troon will take advantage of the City’s relationship with Visit Greater Palm Springs in the promotion and marketing of the Golf Resort. (c) Troon will retain a sales and marketing director to support the Golf Resort. The sales and marketing director will oversee sales associates and assign tasks to appropriate members of the existing golf operations staff. In addition, if needed, to ensure a viable sales and marketing plan, Troon will recruit and hire additional sales staff as authorized in the Annual Plan. (d) Troon will review existing advertising programs and develop an effective strategy for future advertising programs. With its national buying power, Troon will take advantage of frequency discounts with major magazines and other advertising venues.

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15 (e) Troon will prepare creative advertisement concepts for print, radio, direct mail, internet, social media, etc., working when necessary with a designated graphic artist or ad firm.
(f) Troon will coordinate all public relations endeavors, working with the onsite staff and a designated PR firm when necessary. In addition, Troon will provide its expertise in developing well-written and well-timed press releases, make its regional and national media lists available, and supervise the coordination of this process. (g) Troon will develop all marketing collateral pieces, such as brochures, promotional fliers, scorecards, yardage books, etc. Troon will develop these materials with a designated graphic artist or ad firm.
(h) Troon will coordinate all website, internet, social media, or e-mail marketing efforts. In addition, Troon will examine the effectiveness and cost of existing programs and make recommendations for ongoing improvements. (i) Troon will recommend competitive events that would bring exposure and prestige to the Golf Resort at a reasonable cost. Troon will also consider TV events or other innovative promotional concepts that may achieve the same goals. (j) Troon will review and make recommendations for resident involvement programs and socials, community-related affiliations, charity involvement, support of local golf programs, junior golf promotions, and other public relations considerations. (k) Troon will prepare customized programs for the residents of the City, which programs may include privileges or preferences for residents reasonably requested by the City. The customized Indian Wells Resident Program includes Pro Shop and F&B discounts, special residents “nights,” and other resident-focused events promoting resident inclusion and connectedness.
(l) Troon shall offer a loyalty program (e.g., similar to the Troon Advantage program) whereby eligible customers of the Golf Resort may receive certain privileges at other participating Affiliated Facilities, subject to terms and conditions reasonably acceptable to Troon.
(m) Troon will extensively network with area resorts, travel agencies, airlines, golf holiday packages, golf wholesalers, and other assorted promotional agencies, generating interest and awareness for the Golf Resort.

As part of the Marketing and Brand Management Program, Troon shall provide cooperative sales and marketing services (the “Cooperative Sales and Marketing Services”) to the Golf Resort, which shall include:
i. System-wide sales and marketing activities for the Golf Resort and all golf facilities managed by Troon and its Affiliates, including national and

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16 international advertising, group sales promotion, public relations, and direct selling efforts for the benefit of the Golf Resort and the collective business development at all golf facilities managed by Troon;
ii. participation in the Troon central reservation system, which provides a regional, national, and international toll-free system for inquiries regarding customer bookings and for making, changing, and canceling reservations at the Golf Resort and Affiliated Facilities; iii. representation at golf industry sales and trade shows; iv. an inclusion on, and a hyperlink from, the Troon worldwide website to the Golf Resort worldwide website; and
v. such other additional sales and marketing services as Troon may determine may benefit the Golf Resort and the Affiliated Facilities or develop and promote further the Golf Resort or the Troon brand.

The Golf Resort shall pay, as a Golf Resort Expense, a reasonable monthly assessment in exchange for Troon’s provision and/or arranging for the provision of the Cooperative Sales and Marketing Services. The City shall pay the first (1st) assessment on the date of this Agreement (prorated for any partial month) and thereafter on the first (1st) day of each calendar month during the Term. The amount of the assessment shall be included in the Annual Plan. City acknowledges that the Golf Resort shall also be responsible for paying, in addition to the amount of the assessment, any third-party charges or costs associated with the Cooperative Sales and Marketing Services, which shall be provided without mark-up or profit by Troon and shall be a Golf Resort Expense.
3 .4 Annual Plan.
(a) On or before April 15 of each Operational Year, Troon shall prepare and submit to the City for its prior written approval a proposed budget for the Golf Resort for the next Operational Year, such proposed budget, as approved by the City in accordance with the terms of this Agreement, referred to hereafter as the “Annual Plan.” The Annual Plan shall include an operating budget containing estimates of all Gross Revenues and Golf Resort Expenses for the next Operational Year, including detailed expenditures for (i) property operation and maintenance, (ii) annual tree trimming and overseeding plan, (iii) repairs, replacements, and alterations which do not constitute Capital Improvements, (iv) Equipment and Supplies, (v) the Marketing and Brand Management Program and the Cooperative Sales and Marketing Services, (vi) a capital improvement program for the next Operational Year, (vii) and Employee Bonuses, including performance criteria and methods of calculation. The Annual Plan shall also include the Golf Course maintenance plan and the marketing and business plan for the Golf Resort for the next Operational Year.
(b) The Annual Plan shall comply with the City Council’s Implementation Goals and Deliverables identified in Exhibit (XX). The Implementation Goals and Deliverables list defines profitability expectations and identifies key areas that are in the new Golf Resort Annual Plan, including but not limited to:

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17 • Profitability
• The General Fund Amenity Subsidy
• Allocated Payroll
• Projected Net Operating Income by Department
• Operating strategies incorporated into the new budget. • Capital Budgeting
• Development of the New Concepts, the Business Plan, and the Marketing Plan

Benchmarks and Performance Measures shall be incorporated into the Annual Plan and include market analytics, identify and compare market comp sets including golf courses and restaurants, financial benchmarks, industry benchmarks, performance measurement, and financial, operational, and employee performance measures.
(c) The City shall discuss the Annual Plan at one or more public meetings. The City shall, in its sole discretion, consider adoption of the Annual Plan prior to July 1 of each year. In the event the Annual Plan is not adopted by July 1, pending its adoption, Troon shall continue to manage and operate the Golf Resort in accordance with the standards set forth in this Agreement at a level of expenditures comparable to those contained in the Annual Plan for the preceding Operational Year, until the City Council adopts an Annual Plan with any changes the City Council deems necessary or appropriate. (d) Troon shall comply, to the extent reasonably and commercially practical, with the applicable Annual Plan. Without the City’s prior written consent, the amount expended by Troon for Golf Resort Expenses shall not exceed the amount set forth in the Annual Plan. The City’s Finance Director shall approve transfers of budgeted line-item expenditures. Notwithstanding the above, Troon shall be permitted to make additional expenditures not authorized under the then applicable Annual Plan to the extent necessary to respond to an emergency threatening public health and safety or an imminent threat of substantial damage to the Golf Resort. In the event of an emergency that does not endanger public health and safety or an imminent threat to the Golf Resort but which materially impairs the ability of Troon to operate the Golf Resort in a usual manner or is necessary to comply with any applicable insurance requirements, Troon shall submit an emergency funding request to the City’s Finance Director or his or her designee and the City’s Finance Director shall take prompt action to respond to such submission.
(e) Troon shall develop and maintain a rolling ten-year capital plan and budget limited to the replacement of existing equipment as a part of the Annual Plan. Troon shall develop, maintain, and annually update a Comprehensive Capital Needs and Replacement Plan. The Comprehensive Capital Needs and Replacement Plan shall be presented to the City annually and considered for approval during the Annual Planning Cycle.

(f) Troon and the City Manager shall meet quarterly to review the implementation of the capital plan as adopted in the Annual Plan.

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18 (g) The parties acknowledge and agree that all capital expansion business development projects are under the City’s sole control and discretion.

(h) The City Manager and Troon shall meet quarterly to discuss the operating and financial performance of the Golf Resort. In addition to providing an analysis of the monthly financial statements, Troon shall provide updates on the City’s “Goals and Deliverables” and “Benchmarks and Performance Measures.” Troon shall provide the City with a report reconciling the budget for the immediately preceding quarter against actual revenue and expense, along with a schedule detailing any unplanned expenses in excess of $10,000 in such quarter approved by the City. The parties shall discuss amendments or revisions to the Annual Plan to take into consideration variables or events that did not exist or could not be anticipated by Troon or the City at the time the Annual Plan was prepared. The City Council shall, in its sole discretion, approve any material amendments or revisions to the Annual Plan. The City Manager, in consultant with the City Attorney, shall determine what is material at the City Manager’s discretion.

3.5 Human Resources.
(a) Consistent with law, Troon is solely responsible for all human resource issues, legal issues related to employees, and matters regarding Golf Resort employees and offers advice on improvements and direction. Subject to the City’s obligation to reimburse Troon for all Compensation, the City shall not interfere with any human resource issues or matters, including but not limited to employee hiring, compensation and benefits, discipline, termination, or reassignment. Troon will notify the City Manager of any significant human resources issues affecting the Golf Resort operations. (b) Troon shall employ all Golf Resort employees, which shall be reasonably necessary to efficiently operate the Golf Resort as contemplated in the Annual Plan. Troon shall recruit, hire, train, discharge, promote, and supervise the Executive Employees and, through the Executive Employees, manage the recruiting, hiring, training, discharge, promotion, and work of all other employees of the Golf Resort. The Compensation to be paid to all Golf Resort employees, including the management staff working at the Golf Resort, shall be a Golf Resort Expense to be paid as provided in Article 8.2 hereof. Subject to reimbursement as a Golf Resort Expense, Troon shall be solely responsible for the payment of all payroll taxes and the required withholding of taxes for Golf Resort employees, provided, however, that any failure to pay such taxes or withholding and any related fines and penalties shall be paid by Troon without reimbursement from City unless the failure to pay was the result of the failure by City to provide funds as required pursuant to Article VIII. (c) Notwithstanding the foregoing or anything to the contrary contained herein, the City shall be responsible for paying or reimbursing Troon for the year-end bonuses and incentives owed to Golf Resort employees (the “Employee Bonuses”) as a Golf Resort Expense, subject to the following criteria:
i. The Annual Plan shall establish criteria and objectives for payment of Employee Bonuses and the method of calculating such bonuses such that the City is not required to use its discretion at year’s end to determine Employee Bonuses.

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19 ii. In the event Golf Resort is profitable as a whole during the applicable Operational Year as reflected in the financial statements provided to the City pursuant to Article 8.6, Golf Resort employees will be entitled to collect a portion of their year-end bonus, as agreed to in the Annual Plan.
iii. As it relates to each individual Golf Resort employee, in the event their department is operating at or above the level of profitability (or budgeted loss) agreed upon in the Annual Plan, as reflected in the financial statements provided to the City pursuant to Article 8.6, such Golf Resort employee shall be entitled to collect a portion of their year-end bonus, as agreed to in the Annual Plan.
iv. Notwithstanding anything to the contrary contained herein, in no event shall Employee Bonuses cause the Golf Resort to fall below profitability for the applicable Operational Year. The parties agree that Employee Bonuses may be subject to pro-rata deductions to ensure Employee Bonuses do not bring the Golf Resort below profitability. By way of example, if the Golf Resort’s total profits for an Operational Year equal $100,000, Employee Bonuses paid out for that Operational Year may not exceed $100,000. For clarity and the avoidance of doubt, if the Golf Resort operates at an operational loss for an Operational Year, Golf Resort employees will not be entitled to Employee Bonuses for the applicable Operational Year.
(d) The General Manager of the Golf Resort shall be responsible for the day-to-day management and operation. The Director of Agronomy shall be a current Class A member of the Golf Course Superintendents Association, and the Director of Golf shall be a current Class A member of the Professional Golf Association or the Ladies Professional Golf Association unless the qualified candidate for either position has demonstrated adequate, relevant experience and knowledge as reasonably determined by Troon corporate leadership.
(e) Troon shall not change the General Manager without the City Manager’s prior written consent, provided, however, such consent shall not be necessary if (i) such employee voluntarily terminates his/her employment, or (ii) Troon terminates such employee for violations of law, fraud or acts involving moral turpitude; and provided further, that Troon promptly thereafter provides written notice to City stating the reasons therefor. The City shall have the right to provide input regarding any individual whom Troon intends to hire for this position, which input shall not be unreasonably delayed or withheld.

3.6 Management Services Generally.
(a) In performing the services outlined in Articles 3.1 to 3.5 above, Troon shall oversee and implement every aspect of the day-to-day management of the Golf Resort and, in connection therewith, will:
(i) Comply with all Legal Requirements, all governmental and other land use requirements, approvals, and agreements affecting the Golf Resort, any tee time reservation policy established by the City, and any applicable regulatory agreements, declarations of

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20 covenants, conditions, and restrictions, agreements with the community, and similar documents (including but not limited to the Easement Agreement). Notwithstanding the foregoing, the City shall provide Troon with a copy of any and all applicable documents related to regulatory agreements, community agreements, and recorded covenants applicable to the operation of the Golf Resort.
(ii) In consultation with the City’s Finance Director, Troon will coordinate the accounting and financial reporting functions of the Golf Resort. In addition, Troon will create a detailed cost analysis for each department, which will be reflected in the Annual Plan. (iii) Supervise all sales, marketing, advertising, promotion, and publicity developed by or on behalf of the City relating to the Golf Resort. Such promotion shall include providing complimentary golf privileges to those individuals deemed appropriate by the City in connection with the marketing and advertising of the Golf Resort. (iv) Maintain in full force and effect all Operating Contracts (other than such Operating Contracts as may be replaced by a new Operating Contract) necessary or appropriate for the ongoing management, maintenance, and operation of the Golf Resort in accordance with this Agreement.
(v) Coordinate all sales, marketing, and promotional efforts with the City Hotels, including expanding the existing business with the guests at the Golf Resort. (vi) Develop and implement an employee satisfaction survey to assess job satisfaction, identify areas of improvement, evaluate workplace conditions, enhance employee engagement, promote open and honest communication, retain and attract talent, and monitor progress over time. Troon shall maintain a competitive salary and benefits package among the Golf Resort’s competitive market set.
(vii) Develop and provide employee job descriptions and operational and procedural manuals.
(viii) Troon shall establish all fee schedules for the Golf Courses, food and beverage, and related services.
(ix) Supervise the play management on the Golf Courses and the golf shop operation, bag room, locker rooms, driving range, and golf carts. (x) Diligently pursue the collection of all sums due and owing to the City from all purchasers of goods and services relating to the Golf Resort. Provide a point-of-sale charging system integrated with all City Hotels, allowing hotel guests to charge for services and merchandise at the Golf Resort.
(xi) Subject to the Annual Plan, pay all Golf Resort Expenses when due.

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21 (xii) Coordinate golf activities and programs with community groups and outside agencies, and generally, represent the Golf Resort within and without the community as necessary to ensure maximum use and play.
(xiii) Troon shall provide the City with complimentary no-charge use of the Golf Resort for city-sponsored events and meetings. Food & Beverage, audio-visual, and other direct costs shall be charged to the City at cost rather than at the market rate. Provided, however, a market rate allocation shall be treated as Gross Revenue for any such event(s), and credit shall be allocated to Troon for purposes of calculation of Management Fees and any termination rights that are based on financial performance, provided, however, that such allocations for city-sponsored meetings shall not be included in financial statements. (xiv) Maintain in full force and effect, as a Golf Resort Expense, all permits, licenses, franchises, authorizations, approvals, consents, and variances, whether regulatory, governmental, quasi-governmental, or otherwise, designated by the City or necessary or appropriate for the Golf Resort. All such permits, licenses, franchises, authorizations, approvals, consents, and variances shall be the sole and exclusive property of the City. (xv) Immediately advise City of any discovery by Troon of any hazardous waste in, on, or about the Golf Resort and, promptly following such discovery, jointly determine with City the actions which should be taken to ensure that the presence of such hazardous waste in, on or about the Golf Resort will not constitute a violation of any Legal Requirement (unless such condition is caused by Troon or its employees), and upon approval by City of any action recommended by Troon promptly take, or cause to be taken such actions. (xvi) Comply with all federal, state, and local laws and regulations pertaining to the storage, use, and disposal of “hazardous or toxic wastes, substances, or materials” as defined by applicable law.
(xvii) Immediately advise the City of any discovery by Troon of any condition or event which may have a material adverse effect upon the Golf Resort or its operations. (xviii) Make recommendations to the City from time to time concerning improvements and modifications to the Golf Resort.

3.7 Meetings.
(a) Troon shall be available to meet with the City Manager either personally or by conference call as frequently as needed to ensure the successful performance of Troon’s duties hereunder and the Golf Resort’s operations. The parties shall meet not less than quarterly for a formal review of the Golf Resort operations. Both parties will be available for telephonic meetings upon reasonable notice to the other.
(b) The General Manager of the Golf Resort and other Golf Resort and City employees, as determined by the City Manager, shall make himself/herself available to meet quarterly with the directors of sales and golf of participating hotels in Indian Wells. The purpose of the quarterly meetings

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22 shall be to discuss guest services and operational issues relating to the Golf Resort and the hotels. In addition, the General Manager shall host quarterly “Coffee with the GM” events for guests to attend and meet the staff.

3.8 Golf Shop Inventory. Troon agrees to keep Golf Shop Inventory on hand at an amount contemplated in the Annual Plan for merchandise sales in the golf shop. This inventory amount will exclude any gifts or prizes ordered for specific groups or tournaments.

3.9 Specific Operating Procedures. In addition to the more general responsibilities of Troon as manager and operator of the Golf Resort, as provided in Article III, Troon shall operate and manage the Golf Resort in accordance with the following specific operating procedures:
(a) Golf Resort Hours of Operation. The Golf Resort shall be operated every day of the year and shall not be closed on holidays. Notwithstanding the preceding, Troon is expected to operate the Golf Resort profitably. Consistent with profitability and best business practices, Hours of Operation may include certain limitations during the summer and shoulder seasons.

Additionally, with the consent of the City, the Golf Resort may be closed to play by the general public for special events. After prior notice to the City and the general managers of the City Hotels, one Golf Course and the driving range may be closed simultaneously for winter over- seeding, and the second Golf Course may be closed for winter over-seeding after the first Golf Course has reopened.
(b) Fees and Charges. Troon shall present all Fees and Charges to the City during the presentation of the Annual Plan. The City’s adoption of the Annual Plan shall constitute approval of the Fees and Charges. Such Fees and Charges shall be comparative and competitive with other First-Class golf resorts in the Coachella Valley. All additional fees, charges, and prices for services at the Golf Resort shall be set by Troon and shall be comparative and competitive with other First Class golf resorts in the Coachella Valley. (c) Reservation of Golf Rounds. Troon shall comply with Articles 28.1, 28.2, and 28.3 of the Easement Agreement regarding reserving golf tee times. (d) Dress Code. Troon shall adopt and enforce a dress code for play and the food and beverage venues consistent with other First-Class golf facilities and resorts. This dress code shall apply to all visitors, golfers, and employees.
(e) Club Policy. Troon shall not allow the formation of formal men’s or women’s clubs or any other type of club membership in conjunction with the Golf Resort without the consent of the City.
(f) Handicap Service. During the Term, the City may desire to implement at the Golf Resort a United States Golf Association golf handicap service to both men and women resident golfers who patronize the Golf Resort. Upon the request of the City, Troon shall make the necessary arrangements to implement such a handicap system. The fee charged to golfers by Troon for such handicap service shall be an annual fee and shall not exceed two (2) times the fee charged to the Golf Resort by the Southern California Golf Association or the United States

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23 Golf Association, as the case may be, for providing the handicap service. If the golf handicap service is implemented at the Golf Resort, Troon shall not collect annual fees for the handicap service for any annual period that commences after the expiration of the Term. The handicap service shall not include any privileges to use the Golf Courses as part of its benefits other than the privileges otherwise available to the public.
(g) Starter Service and Marshals. Starter services shall be provided in the golf shop and shall include the assignment of tee times and carts and the collection of fees. While the Golf Courses are open for play, marshals shall closely monitor and control the speed of play and assist the slower golfers in maintaining golf play at acceptable levels. (h) Valet Parking. Troon shall provide a valet parking service to guests of the Golf Resort. Valet services will exemplify the Troon Golf Quality Standards experience, and Troon shall train and review all valet staff to ensure that Troon Golf Quality Standards are continually provided to all patrons and customers of the Golf Resort. Valet operations, including but not limited to hours, days of operation, and fees charged, will be included as part of the Annual Plan. Golf Resort employees may accept gratuities from customers for such services. (i) Club Cleaning. Golf club cleaning services shall be provided to golfers immediately upon their completion of golf play. There shall be no charge to the golfers for golf club cleaning services. Appropriate Golf Resort employees may accept gratuities from customers for such services.
(j) Tee Times. The tee times for each Golf Course shall be determined by Troon, in compliance with the Easement Agreement. “Starter” tee times shall not be reserved, and the starter shall not work in groups if it will result in not remaining “on schedule” throughout the day.
(k) Fivesome Play. No more than two (2) fivesomes per hour on each Golf Course shall be allowed. The play of all fivesomes shall be closely monitored, and the Golf Course marshals shall enforce playing time requirements to maintain a standard playing pace of not more than 2 hours and 15 minutes per nine (9) holes.
(l) Tournaments. Consecutive tee times, shotgun starting formats, and modified shotgun starting formats shall be acceptable forms of tournament reservations. During the appropriate seasons and provided the weather conditions permit such an arrangement when a full shotgun (use of all 18 holes) starting procedure is used, it shall be timed in such a manner so as to potentially accommodate two (2) full shotguns per day - one in the morning and one in the afternoon. To schedule a full shotgun tournament, a minimum of 100 green and cart fees must be reserved. In preparation for a tournament, Troon shall, if necessary, prepare tee settings, spectator areas, and tents for judges and players and mark hazards and damaged turf areas. Troon shall provide player identification cards for golf carts and, if necessary, provide “closest to the pin” and “longest drive” markers and scoring forms. Troon shall arrange food and beverage services, including box lunches and beverage carts if requested. Troon may charge a separate fee (but shall not make this fee mandatory as part of the tournament package).

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24 (m) Golf Shop. The golf shop shall be open every day that the Golf Courses are available for play. Notwithstanding the preceding, Troon is expected to operate the Golf Resort profitably, which may include certain limitations on operational hours during the summer and shoulder seasons. Troon shall employ a qualified merchandise manager for the golf shop, who will be responsible for promoting and increasing sales at the golf shop. Troon shall also employ merchandise sales personnel to work in the golf shop each day that the Golf Courses are open for play. In addition, space shall be provided in the golf shop for merchandise that the City may develop as part of its marketing and public relations programs, including such items as T-shirts, polo shirts, sun visors, license plate frames, coffee cups, and golf balls. (n) Golf Instruction. Troon shall either employ or retain golf instructors as independent contractors to provide golf lessons and instruction at the Golf Resort. All golf instructors must be certified Professional Golf Association or Ladies Professional Golf Association golf professionals or apprentices and shall be approved by the Director of Golf at the Golf Resort. All golf instruction fees shall be handled as a cash register transaction and reported in the same manner as green fees. Troon shall develop a golf instructional program offering individual and group lessons, video instruction, golf clinics, junior golf clinics, and golf schools. This golf instructional program shall complement golf package promotions offered by local hotels. A golf professional shall only be allowed to conduct golf lessons at the Golf Resort if they have first obtained the approval to do so from Troon; such approval may be conditioned on payment of an appropriate fee.
(o) Golf Driving Range. The driving range shall be open every day that the Golf Courses are available for play. Driving range balls shall be of the highest quality, and all cracked and worn range balls shall be removed daily. A driving range fee, if any, shall be charged as set by Troon in the Annual Plan.
(p) Golf Club Rentals and Bag Storage. Quality rental golf clubs and bags shall be available for customers of the Golf Resort. Storage space for golf bags shall be made available, and bag tags shall be placed on all golf bags stored at the Golf Resort with the hotel guest’s name printed on the bag tag.
(q) Golf Carts. Golf cart rentals shall be required for all golfers on the Golf Courses.

Troon shall not permit private golf carts on the Golf Courses. The Golf Resort shall maintain a minimum of 160 electrically powered golf carts. Golf carts shall be new when acquired and manufactured by a reputable firm. The golf cart fleet shall be replaced based on Troon’s condition assessment and recommendation with new units at least every seven (7) years. All golf carts shall be 4-wheel vehicles equipped with canopies, windshields, GPS, coolers, and sand containers and holders. Troon shall employ a full-time on-site cart mechanic qualified to repair and maintain the golf carts.
(r) Sale of Alcoholic Beverages. The City and Troon acknowledge that the sale of all food and beverage, including alcoholic beverages, at the Golf Resort and all revenues, expenses, and income related thereto shall be subject to the terms of the Restaurant Lease Agreement and any agreements entered into between City and Troon in connection therewith.

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25 (s) Office Operations. Troon shall employ an administrative staff at the Golf Resort.

The Golf Resort shall be equipped with all necessary equipment to administer the Golf Resort business efficiently. Upon the City’s written request, Troon shall provide the City with a written job description for each management position at the Golf Resort. The City shall keep these job descriptions confidential, subject to applicable public records disclosure laws. Troon shall maintain copies of all Troon corporate policies and procedures at the Golf Resort or its corporate office (e.g., human resource and personnel records), as such may be changed from time to time.
(t) Safety and Security. The Golf Resort shall comply with all applicable safety regulations of federal, state, and local governmental agencies, including without limitation any applicable requirements imposed by California Labor Code Articles 1720 et seq. and 6300 et seq. and regulations promulgated with respect thereto and applicable federal occupational, health, and safety laws and regulations. Troon shall take all reasonable actions to protect the safety of all Golf Resort employees and customers. The Golf Resort shall contain appropriate security systems, including video monitoring of cash operations, security alarm systems, motion detection sensors for after-hours control, and locks for the maintenance yard and perimeter gates. The alarm system at the Golf Resort shall be tied into an offsite monitoring station. Troon shall keep computer backup tapes for seven (7) days for all accounts payable and accounts receivable information. All records at the Golf Resort shall be held in fireproof files.
(u) Customer Service Survey Program. Troon shall develop and implement a customer service survey program or programs to receive feedback on all operation areas of the Golf Resort as part of the Annual Plan. The results must be readily available for review upon request. (v) Troon Golf Quality Standards Training Program. Before the commencement of each golf season at the Golf Resort, which is anticipated to commence on or about November 1st of each Operational Year during the Term, Troon shall implement a Troon Golf Quality Standards training program for all employees of Troon who come into contact with guests at the Golf Resort. Additionally, Troon shall train and review on an ongoing and continual basis all valet staff to ensure that the Troon Golf Quality Standards experience is provided to all patrons and customers of the Golf Resort. Troon shall also make its employees available to attend the City’s Exceptional Service Training Program as directed by the City. (w) Whitewater River. Troon shall maintain the landscaping within the Whitewater River area between Eldorado Drive and Fred Waring Drive. Troon shall provide the City with an annual budget in connection therewith. Based upon the annual agreed-upon budget, the Golf Resort shall invoice the City monthly for landscaping maintenance.

3.10 Centralized Services and Costs.
(a) Troon shall cause to be furnished to the Golf Resort certain services (“Centralized Services”) which are furnished generally on a central or regional basis to other Affiliated Facilities. Centralized Services shall include the following categories of services:

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26 i. “Payroll Administration,” which includes processing of bi-weekly payroll, including check printing and distribution; remittance of state and federal taxes; administration and processing of garnishments; issuance of W-2, and other procedures related to the maintenance of payroll records; ii. “Employee and Benefits Administration,” which includes administration of employee benefits, such as medical and flexible spending programs, monitoring of vacation and sick leave balances, COBRA notification, new hire paperwork, maintenance of personnel records, FMLA leave, 40l(k) audit fees, and termination issues;
iii. “Human Resources Compliance,” which includes the provision of Troon’s standardized materials for conducting compliance training (e.g., standards implementation, safety (including OSHA compliance), and harassment prevention), recruitment, and administration of employee reward and recognition programs; iv. “Internal Audit,” which includes periodic oversight, through Troon’s centralized internal audit function, of the Golf Resort’s operational and accounting control procedures;
v. “Technology Oversight,” which includes access to a computer application “help desk,” access controls (user ID administration), systems design/engineering, systems management methodologies, management of enterprise applications, and enterprise connectivity, as well as assistance from a regional technology manager to coordinate the implementation of new and upgraded technologies, oversight of hardware/software procurement, establishment of strategic technology goals, and monitoring service satisfaction; and
vi. “EPL/Fraud Insurance,” which includes the insurance cost for the Employers Practices Liability insurance and the Crime Coverage Policy.

Troon’s provision of the Technology Oversight services described above does not contemplate Troon acting as the provider of installation or training services to the Golf Resort; rather, it involves Troon acting in an engineering, managerial, and planning capacity in support of the Golf Resort’s information systems. Accordingly, services supplied to or on behalf of the Golf Resort for technology or information systems support will be provided by a third-party support vendor under the supervision of Troon, and the costs for such services will be a Golf Resort Expense.

From time to time, Troon may propose that additional central or regional services be furnished and included as part of Centralized Services for the benefit of the Affiliated Facilities or in substitution for services now performed at individual facilities, which may be more efficiently performed on a group basis.

Troon shall make any modification to the foregoing list of Centralized Services in conjunction with the Annual Plan, upon City approval.
(b) Centralized Services costs and expenses shall consist of the actual cost of the services without mark-up or profit to Troon or any Affiliate of Troon but shall include salary

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27 and employee benefit costs, cost of equipment used in performing such services, and overhead costs of the home office or any regional or other local office providing such services; provided, however, that costs attributed to corporate office accounting for Troon or any Affiliate of Troon shall not be included.
(c) Costs and expenses incurred in providing Centralized Services for Affiliated Facilities shall be allocated by Troon at all times on a fair and equitable basis, consistently applied among all Affiliated Facilities receiving such services, with such allocations to be adjusted to reflect the timing of the commencement or cessation of receipt of such services by any Affiliated Facility. As of the date hereof, Centralized Services are allocated to the Golf Resort by the following respective allocation methods:
i. “Payroll Administration” costs shall be allocated among Affiliated Facilities per Affiliated Facility basis according to the number of employees (full- time or part-time) at each Affiliated Facility.
ii. “Employee and Benefits Administration” costs shall be allocated among Affiliated Facilities per Affiliated Facility basis according to the number of employees (full-time or part-time) at each Affiliated Facility. iii. “Human Resources Compliance” costs shall be allocated among Affiliated Facilities per Affiliated Facility basis according to the number of 18-hole golf courses at each Affiliated Facility.
iv. “Internal Audit” costs shall be allocated among Affiliated Facilities per Affiliated Facility basis according to the number of 18-hole golf courses at each Affiliated Facility.
v. “Technology Oversight” costs shall be allocated among Affiliated Facilities per Affiliated Facility basis according to the number of 18-hole golf courses at each Affiliated Facility.
vi. “EPL/Fraud Insurance” costs shall be allocated among Affiliated Facilities, with respect to EPL Insurance, on a per Affiliated Facility basis according to the number of employees (full-time or part-time) at each Affiliated Facility, and with respect to Fraud Insurance, on a per Affiliated Facility basis according to the number of 18-hole golf courses at each Affiliated Facility.

Such allocation methodology may be amended equitably from time to time by Troon. (d) Costs of Centralized Services shall be payable monthly as Golf Resort Expenses and shall be included in the Annual Plan. The City may at any reasonable time review the records of Troon pertaining to such charges. In addition, if the equipment is installed and maintained at the Golf Resort in connection with the rendering of any Centralized Services, all costs thereof shall be charged to the operation of the Golf Resort either as a current expense or capitalized over a period of years.

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28 3.11 Equipment and Supplies. Subject to the approval of expenditures in the Annual Plan, in carrying out its duties hereunder, Troon shall arrange, on the City’s behalf, for procurement as a Golf Resort Expense of all Equipment and Supplies and other goods and services that Troon deems necessary for the normal and ordinary course of operation of the Golf Resort and to operate the Golf Resort in accordance with the Troon Golf Quality Standards and consistent with a First-Class facility. In arranging for the purchase of such goods and services, Troon may utilize its purchasing procurement and/or other group buying programs involving other Affiliated Facilities. In connection therewith, City shall be entitled to receive any and all price discounts or credits that are available under such programs for the specific item or service provided to the Golf Resort, provided that Troon may receive and retain a fee or other compensation from vendors and service providers that are not based on the price of the specific item or service but that is made available to Troon based on the aggregate purchases of such items or services during a particular time period for their services in making the benefit of volume purchases available to the Golf Resort or negotiating and implementing the arrangements with such vendors or service providers. In any and all events, the cost of any item and/or service purchased by the Golf Resort through such programs shall be competitive with that which would be charged by nonaffiliated third-party vendors in an arms-length transaction.

3.12. Prevailing Wages. Troon is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services identified in the Agreement (“Services”) are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Troon agrees to fully comply with such Prevailing Wage Laws. City has obtained a copy of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to perform the Services. These rates are on file with the City Clerk or may be obtained at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm . Troon shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Troon’s principal place of business and the project site. According to the provisions of 1775 of the Labor Code, Troon shall forfeit to the City, as a penalty, not more than $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by Troon or by any subcontractor under Troon, in violation of the provisions of this Agreement. The parties intend to effectuate the requirements of Sections 1771,1774,1775,1776,1777.5,1813, and 1815 of the Labor Code within the Agreement, and Troon shall, therefore, comply with such Labor Code sections to the fullest extent required by law. Troon shall defend, indemnify, and hold the City and its respective council members, elected and appointed officers, officials, directors, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.13 Registration/DlR Compliance. If the Services are being performed on a public works project of over $25,000, when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000, when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code Sections 1725.5 and 1771.1, Troon and all subcontractors must be registered with DlR. Troon shall maintain registration for the project’s duration and require the same of

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29 any subcontractors. This project may also be subject to compliance monitoring and enforcement by the DlR. Troon shall be responsible for complying with all applicable registration and labor compliance requirements, including submitting payroll records directly to the DlR. Any stop orders issued by DIR against Troon or any subcontractors that affect Troon’s performance of Services, including any delay, shall be Troon’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered a Troon-caused delay and shall not be compensable by the City. Troon shall defend, indemnify, and hold City and respective council members, elected or appointed officers, officials, directors, employees, agents, and volunteers free and harmless from any claim or liability arising out of stop orders issued by DIR against Troon or any subcontractor.

3.14 Labor Certification. By its signature hereunder, Troon certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such requirements before commencing the performance of the Services.

3.15 Key Money. (a) Troon agrees to contribute up to One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) as a key money contribution (the “Key Money”) to be used by the City to cover the costs associated with the reinvention of the Vue Grille & Bar at the Golf Resort. Troon agrees to pay the Key Money to the City on a pull-down basis, subject to the approval of applicable renovation plans and costs. The Key Money payment from Troon to City shall not be treated as an equity investment, and Troon shall not be entitled to any profit, interest, or dividend from the operation of the Golf Resort. Troon’s contribution of Key Money is based on managing the Golf Resort for the entire Initial Term. (b) In the event this Agreement or the Restaurant Lease is terminated early by City or Troon for any reason, the City shall be required to pay Troon the Key Money Repayment Amount (as hereinafter defined). “Key Money Repayment Amount” shall mean an amount equal to the pro-rata amount of the Key Money payment, based on the number of days remaining in the Initial Term (i.e., the Key Money amount divided by the total number of days in the Initial Term, multiplied by the number of days remaining in the Initial Term as of the termination date).
(c) In the event that the City’s obligation to pay Troon the Key Money Repayment Amount is triggered under Article 3.15(b) above, then the City shall pay Troon the Key Money Repayment Amount on or before the effective termination date of the Agreement (the “Key Money Payment Date”) and as a condition to termination for any reason.

ARTICLE IV
Restricted Activities of Troon

4.1 Without the prior written consent of the City, which consent may be granted or withheld in the City’s sole discretion, Troon shall not do, or cause or permit to be done, any of the following throughout the Term:

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30 (a) Borrow or lend money in the name of the Golf Resort or the City. (b) During the term of this agreement, Unless Troon first obtains the prior written consent from City, which shall not be unreasonably withheld, Troon shall not engage in managing any golf facility that are competitors of the Golf Resort.

Notwithstanding the provisions of Article 4.1(b) above, Troon and its Affiliates may, at any time during the Term, own, operate, or authorize the operation or lease of exclusively private golf clubs (having neither a resort nor a public component).

City's sole and exclusive remedy shall be to terminate this Agreement under Article 4.1(b).

Troon shall promptly provide written notice to the City of any such violation that would give the City the right to terminate this Agreement. City shall exercise such right of termination within thirty (30) days after receiving such notice by providing written notice thereof to Troon specifying a termination date of not less than seventy-five (75) days after the date City’s notice is given. As a condition to any termination by City under this Article 4.1(b), City shall pay to Troon all Management Fees (i.e., Base Management Fees, Incentive Management Fees) and other amounts due Troon under this Agreement for the period of time prior to the termination, including but not limited to the Key Money Repayment Amount, but City shall not be required to pay any penalty or termination fee upon such termination. If the City does not timely exercise its right to terminate this Agreement under this Article 4.1(b) with respect to any particular violation, such right shall be deemed waived with respect to such violation, but such waiver shall not affect the subsequent right of the City to terminate this Agreement under this Article 4.1(b) for any subsequent violations.
(c) Except for the Operating Contracts that the City or the Annual Plan approves, enter into any agreement directly or indirectly relating to the Golf Resort. (d) Assign, transfer, pledge, compromise, or release any of the claims of or debts due the City, except upon payment in full, or arbitrate or consent to the arbitration or settlement of any claim of or against the City or any other dispute or controversy involving the City. (e) Make, execute, or deliver in the name of the City, or concerning any of the assets of the City or the Golf Resort, any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, security instrument, deed, guarantee, indemnity bond or surety bond.
(f) In the name of or on behalf of the City, endorse any note or become a surety, guarantor, or accommodation party to any obligation.
(g) Violate any Legal Requirement or applicable rule, regulation, or order of any local board of fire underwriters or similar body, subject to notification by the City of local requirements as set forth in Article 3.6(a)(i).
(h) Commence or maintain in the name of or on behalf of the City any action or proceeding, whether judicial, administrative, or otherwise.

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31 (i) Make any deletion, addition, modification, improvement, or other alteration to the Golf Resort other than as expressly authorized by the City Manager or as approved in the Annual Plan.
(j) Expend any funds, except as expressly contemplated in the then current Annual Plan or this Agreement, unless as a result of an emergency or otherwise approved by the City Manager in writing.
(k) Make any amendments or alterations to, or fail to comply with, any reservation policy.
(l) Use any trade names, trademarks, logos, emblems, or similar identifying matters of the City or the Golf Resort except in connection with the operation and promotion of the Golf Resort.
(m) Hire additional Golf Resort employees if their combined compensation, along with the existing Golf Resort staff, exceeds the budget set for employee salaries and benefits in the current Annual Plan.

ARTICLE V
Employees

5.1 Golf Resort Employees. Troon shall use established procedures, techniques, and programs to hire and evaluate qualified employees. Subject to the obligation of Troon to observe applicable laws regarding such matters, the Annual Plan, and other terms of this Agreement, Troon shall have the authority to hire, establish Compensation and benefits for, promote, discharge, and supervise all employees in accordance with guidelines and employment policies (which shall include, without limitation, policies regarding safety in the workplace, equal employment opportunities, and job discrimination) proposed by Troon and agreed to by the City. Troon acknowledges and agrees that policies and procedures ensure Troon Golf Quality Standards and compliance with Troon’s obligations pursuant to this Agreement and that Troon remains responsible for Golf Resort employees. Except for the City’s obligation to reimburse Troon for Compensation, Employee Bonuses subject to Article 3.5(c), and other costs and expenses, the City is not responsible for Golf Resort employees, and employees of the Golf Resort are not City employees. As set forth with particularity elsewhere in this Agreement, including the Annual Plan, City shall be responsible for the payment of all costs and expenses incurred in connection with or relating to Golf Resort employees, which Troon provides in accordance with the terms of this Agreement.

5.2 Liability for Golf Resort Employees; Indemnity. Troon shall be solely responsible for any employment related liability, fine, penalty or award (including the cost of defense and attorney fees) with respect to claims, demands, arbitration, or litigation brought by an employee or employees of Troon at the Golf Resort for any reason, including without limitation, (a) employment claims arising out of the improper acts or omissions of a Troon employee; (b) the failure of an Executive Employee to properly supervise the Golf Resort employees or properly administer employment practices in accordance with the Golf Resort employment manual approved by City; or (c) the violation of federal, state or local laws, ordinances or regulations governing the employment or working conditions of the employees at the Golf

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32 Resort (collectively, "Claims"). Troon agrees to indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all Claims. Except for the proceeds of any insurance coverage described in Article 9.1, Troon shall not be entitled to any reimbursement by the City for Claims. As consideration for Troon's assumption of increased liability for its employees as set forth herein, Troon and City agree that City will pay to Troon an amount equal to Fifteen Thousand Dollars ($15,000) per full Operational Year for insurance deductible funding. The annual insurance deductible funding expense shall be a Golf Resort Expense as defined in the Agreement.

5.3 Exclusions. In no event shall Troon be required to implement any policy or procedure with respect to the operation of the Golf Resort which Troon reasonably believes would result in employee liability or a violation of applicable labor laws provided that Troon provides written notification of such objection in writing. Furthermore, Troon shall not be responsible for any Claims or damages to the extent that such Claims or damages are the result of working conditions at the Golf Resort, which were identified in writing as non-compliant by Troon and the City failed to provide the requisite funding to remedy such conditions after written notice to City which clearly identifies that Troon disclaims liability pursuant to this Article V.

5.4 Restaurant Employees. Troon acknowledges that the obligations of Troon pursuant to Article V shall apply to all employees who are engaged in F&B Operations.

ARTICLE VI
Term

6.1 Term. Subject to such earlier termination as set forth in Article 6.2, this Agreement shall commence on July 1, 2024 (the “Commencement Date”) and shall terminate on June 30, 2034 (the “Initial Term”). This Agreement is automatically extended for an additional term of five (5) years upon the mutual written agreement of City and Troon. Troon shall provide written notice to City on or about June 30, 2033, regarding the June 30, 2034 expiration date of the Agreement and, thereafter, City shall respond to Troon’s written notice on or before September 30, 2033, notifying Troon of its intent to renew or not renew the Agreement. In the Event the Term is extended to June 30, 2039, the Agreement may be extended for additional successive terms of five (5) years each by complying with the notice and response process described above. Specifically, Troon shall provide City with written notice approximately one year in advance of the expiration date of the extended term, and City shall respond on or before ninety (90) days after receipt of the written notice from Troon. If the City fails to respond to written notice regarding any Term extension prior to the commencement date of such extension, this Agreement shall automatically terminate on the final date of the then-current Term. The Initial Term, together with any renewal periods, shall be referred to as the “Term.”

6.2 Termination by City Upon the Occurrence of Certain Events. The City may terminate this Agreement immediately and without additional notice and without any additional compensation owing to Troon after the applicable termination date hereunder in the event that (i) Troon has committed an Event of Default which has not been cured in accordance with the terms of Article 12.1 hereof, (ii) Troon engages in conduct which materially impacts the reputation of the Golf Resort adversely after written notice from the City specifying in detail the conduct of Troon in that regard, and an opportunity to cure, or (iii) Troon files a petition of any type in bankruptcy, is declared bankrupt, becomes insolvent,

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33 makes an assignment for the benefit of creditors, or goes into liquidation or receivership. As a condition to any termination pursuant to this Article 6.2, the City shall pay Troon all Management Fees and other amounts due Troon under this Agreement for the period of time prior to the termination date, including, but not limited to, the Key Money Repayment Amount.

6.3 Termination without Cause. Notwithstanding any provision of this Agreement to the contrary, City shall have the right to terminate this Agreement without cause, in accordance with the provisions of Article 6.3. City shall exercise this right by providing written notice thereof to Troon during the period beginning on July 1, 2029, and ending on December 31, 2029 (and during the same periods of the 2031 and 2033 Operational Years), which notice shall specify a termination date of not less than one hundred eighty (180) days after the date such notice is given. If the City timely provides such notice, then this Agreement shall, subject to the remaining provisions of Article 6.3, automatically terminate on the specified date of termination. As a condition to such termination, City shall pay to Troon all Management Fees and other amounts due Troon under this Agreement for the period of time prior to the termination date, including, but not limited to, the Key Money Repayment Amount.

6.4 Transition to New Management Company or Operator. Subsequent to Troon receiving written notification of the termination or expiration of this Agreement pursuant to Articles 6.1 and 6.2 above, Troon shall cooperate reasonably with the City in the transition of management responsibility to a new management company or operator. In connection therewith, Troon agrees to provide all requested documents and information in its possession relating to the Golf Resort (other than Troon’s proprietary information) and shall provide appropriate training, assistance, and direction to the new management company or operator, and shall in good faith, endeavor to facilitate a smooth, seamless and efficient transition of management responsibility. Troon’s failure to comply with Article 6.3 shall be a material default under Article 6.2 (ii) of this Agreement.

6.5. Termination for Financial Performance.
(a) Notwithstanding any provision of this Agreement to the contrary, the City shall have the right on June 30, 2027 (and on the last day of each full Operational Year thereafter during the Term) to terminate this Agreement if a NOI Deficiency (as hereinafter defined) occurred during each preceding full Operational Year (including the Operational Year at the end of which such right arises). For purposes hereof (i) an “NOI Deficiency” shall be deemed to have occurred in any Operational Year if the actual Net Operating Income for such Operational Year (as reflected in the annual financial statement prepared pursuant to Article

8.6 for such Operational Year, subject to appropriate adjustments for City-sponsored events in accordance with Article 3.6(xiii)) does not equal or exceed eighty-five percent (85%) of the budgeted Net Operating Income contained in the Annual Plan for such Operational Year, and (ii) the “NOI Shortfall” for any Operational Year shall be the difference between eighty-five percent (85%) of such projected Net Operating Income for the Golf Resort for such Operational Year and the actual Net Operating Income of the Golf Resort for such Operational Year.

(b) City shall exercise its right to terminate this Agreement under this Article 6.5 by providing written notice thereof to Troon within thirty (30) days after receipt of the annual financial statement prepared pursuant to Article 8.6 for the third full Operational Year ending

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34 on June 30, 2027 (or such later Operational Year as may be applicable). The notice shall specify a termination date of not less than ninety (90) days after the date the notice is given.

Subject to the remaining provisions of this Article 6.5, this Agreement shall thereupon terminate at midnight on the termination date specified in City's written notice unless Troon, within thirty (30) days after receipt of such notice and with City’s consent, pays to City an amount equal to the NOI Shortfall for the two Operational Years in question. If City consents to accept payment from Troon of an amount equal to the NOI Shortfall and Troon timely pays such amount, then (i) the notice of termination shall be null and void, (ii) this Agreement shall remain in full force and effect, and (iii) the Operational Years for which Troon paid the NOI Shortfalls shall not thereafter be deemed to be Operational Years in which NOI Deficiencies occurred. If Troon fails to timely pay said amount, the notice of termination shall be deemed irrevocable, and this Agreement shall terminate on the termination date specified in the City's written notice. If the City does not timely exercise its right to terminate this Agreement after the full Operational Year ending on June 30, 2027 (or such later Operational Year as may be applicable), such right shall be deemed waived, but such waiver shall not affect the subsequent right of City to terminate this Agreement under this Article 6.5 (including on the last day of the next two (2) full Operational Years if NOI Deficiencies occur with respect thereto).

(c) Notwithstanding anything to the contrary contained in this Article 6.5, City's right to terminate this Agreement under this Article 6.5 (and the amount of any NOI Shortfalls to be paid by Troon hereunder) shall be reduced or eliminated to the extent that an NOI Deficiency in either of such Operational Years is attributable to (i) force majeure events as described in Article 10.3 below, or (ii) increases in expenses which are not within the control of Troon (e.g., utility rates, insurance premiums, and other such items).

(d) As a condition to any termination by City under this Article 6.5, City shall pay Troon all Management Fees and other amounts due Troon under this Agreement for the period of time prior to termination, including the Key Money Repayment Amount pursuant to Article

3.15(b), but City shall not be required to pay any penalty or termination fee upon such termination.

ARTICLE VII
Management Fees

7.1 Annual Base Fee. The City shall pay to Troon for each Operational Year during the Term an annual base fee (the “Annual Base Fee”), which is equal to (i) one and one-half percent (1.5%) of Gross Revenues in the event that Troon delivers between 0%-90.0% of budgeted Annual Plan; (ii) one and three-quarters percent (1.75%) of Gross Revenues in the event that Troon delivers between 90.1%-

95.0% of budgeted Annual Plan; (iii) two percent (2%) of Gross Revenues in the event that Troon delivers between 95.1%-99.9% of budgeted Annual Plan; or (iv) two and one-half percent (2.5%) of Gross Revenues in the event that Troon equals or exceeds 100% of budgeted Annual Plan.

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35 7.2. F&B Incentive Fee. Increasing Food & Beverage covers and customer service satisfaction is extremely important to the City. met the ,In the event the Gross Food and Beverage Revenues for an Operational Year exceed the budgeted Gross Food and Beverage Revenues in the Annual Plan, Troon shall be entitled to additional compensation of One Percent (1.0%) of Gross Food and Beverage Revenues, provided, however, that such amount shall not exceed ten percent (10%) of the total combined Annual Base Fee and Annual Incentive Fee for the applicable Operational Year (the “F&B Incentive Fee”).

The Annual Base Fee, and the F&B Incentive Fee shall each be paid yearly, within thirty (30) days after the City receives annual financial statements prepared in accordance with Article 8.6, subject to appropriate adjustments for City-sponsored events hosted in accordance with Article 3.6(xiii).

ARTICLE VIII
Accounts; Working Funds; Disbursement Of Funds; Records And Reports

8.1 Accounts.

Troon shall establish a bank account for the Golf Resort at a banking institution located in close proximity to the Golf Resort, such account to be in Troon’s name (the “Operating Account”). Troon will deposit in the Operating Account all monies received from the operation of the Golf Resort and all monies furnished by the City as working funds under this Agreement. Troon shall disburse the funds in the Operating Account for the purposes set forth in Articles 8.2, 8.4, and 8.5 below. Notwithstanding the provisions of the foregoing sentence, Troon shall be entitled to maintain funds in reasonable amounts in “cash register banks” or petty cash funds at the Golf Resort.

In addition to the Operating Account, Troon shall establish a payroll account, which shall be under the sole ownership and control of Troon or its designee. Amounts disbursed or to be disbursed by Troon from its payroll account shall be paid to and transferred by Troon from the Operating Account. Such payment and transfer of funds may occur at such time (whether prior or subsequent to the release by Troon of checks drawn on its payroll account) as Troon determines necessary to assure that it will have sufficient funds from Gross Revenues to satisfy its liabilities to the employees of the Golf Resort. Notwithstanding the foregoing, as continuing security for City’s obligation to pay the payroll and related costs for the Golf Resort employees, City shall, on or before July 1, 2023, deposit into Troon’s account and thereafter maintain throughout the Term an amount equal to at least one (1) bi-weekly payroll period’s total payroll and payroll- related costs (calculated based upon the average annual biweekly payroll and payroll-related costs, as determined using the then current Annual Plan, which amount shall be adjusted in January of each Operational Year based upon such Operational Year’s Annual Plan). The City agrees to replenish any deficiency in such funds within ten (10) calendar days following Troon’s request therefor.

8.2 Working Capital Funds and Working Capital Shortfalls. The City agrees to provide all funds as necessary to pay for all Golf Resort Expenses relating to the Golf Resort and to perform and satisfy City’s covenants and responsibilities under this Agreement. The performance of all activities by Troon hereunder shall be for and on account of the City. As approved in the Annual Plan or as otherwise provided in accordance with the terms of this Agreement, Troon shall be entitled to be reimbursed for all

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36 costs and expenses incurred by Troon as a result of Troon’s performance under this Agreement. Within five (5) days after Troon’s request, the City shall provide funds to be deposited in the Operating Account sufficient at all times to ensure the uninterrupted and efficient operation of the Golf Resort. This provision intends to ensure that any shortfall is made up, if necessary, on a month-by-month basis after reviewing and projecting an individual month’s operating results. If Troon is unable to perform any of its obligations under this Agreement because of the failure on the part of City to provide the funds in accordance with this Article VIII, such failure of performance on the part of Troon shall not be deemed a default on the part of Troon and shall not give rise to any right to termination, damages or any other remedy against Troon.

8.3 Disbursements. From the Operating Account (or, if appropriate, from “cash register banks” or petty cash funds available at the Golf Course), Troon is authorized to pay the following:
(i) the Management Fee; and
(ii) all Golf Resort Expenses when incurred.

All payments made by Troon hereunder shall be made from the Operating Account and petty cash funds. Troon shall not be required to make any advance or payment to or for the account of City or the Golf Resort except out of such funds, and Troon shall not be obligated to incur any liability or obligation for City’s or the Golf Resort’s account without assurances that City shall provide all necessary funds for the discharge thereof.

8.4 Excess Income transferred to City. If after payment of the Management Fee and all Golf Resort Expenses, and provided there are sufficient funds available in the Operating Account to satisfy the daily working capital needs of the Golf Resort, then any excess funds in the Operating Account shall be disbursed by Troon to the City. Troon shall maintain at all times, in its reasonable judgment, sufficient funds in the Operating Account to satisfy the daily working capital needs of the Golf Resort for the thirty (30) days following the disbursement. Troon shall calculate and process Excess Income on a monthly basis. Upon the expiration or earlier termination of this Agreement, all funds remaining in the Operating Account after payment of the Golf Resort Expenses and the Management Fee shall be disbursed by Troon to the City.

8.5 Books and Records. Troon shall keep complete and accurate books of account and such other records as are necessary to reflect the results of the operation of the Golf Resort. For this purpose, Troon agrees it will make available to the City, all books and records in Troon’s possession relating to the Golf Resort, including contract documents, invoices, and construction records. All books and records for the Golf Resort shall be located either at the Golf Resort or at Troon’s corporate office. All accounting records shall be maintained in accordance with generally accepted accounting principles and shall be maintained in an accrual format for each Operating Year. All such books, records, and reports shall be maintained separately from other facilities operated by Troon. Troon agrees to maintain reasonable and necessary accounting, operating, and administrative controls relating to the financial aspects of the Golf Resort, and such controls shall provide checks and balances designed to protect the Golf Resort, Troon, and the City. Troon shall deliver to City all of the financial and accounting books and records of the Golf Resort upon the expiration or earlier termination of this Agreement, and the City shall have the right to inspect and audit such books and records during such period as provided in Article 8.7 below.

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37 8.6 Reports to City. Troon shall deliver to the City the following financial statements in a form reasonably acceptable to the City:
(a) Within twenty (20) days after the end of each calendar month, a profit and loss statement, balance sheet, cash flow statement, and budget variance report showing the results of operation of the Golf Resort for such month and for the Operational Year to date, which statement shall include sufficient detail to reflect all Gross Revenues and Golf Resort Expenses; explicitly including:
(i) all revenues or other funds received expenses, and disbursements made by the relevant category of the Annual Plan and, in the case of unbudgeted revenues, receipts, expenses, and disbursements, an itemized list; (ii) a comparison of the amounts received and expended with the estimated receipts and expenses set forth in the Annual Plan, both for the preceding month and year-to-date;
(iii) a statement of all delinquent receivables and other charges for the use of the Golf Resort; and
(iv) include bank reconciliations.
(b) Within thirty (30) days after the end of each Operational Year, a profit and loss statement showing the result of the operation of the Golf Resort for such Operational Year, which statement shall include sufficient detail to reflect all Gross Revenues and Golf Resort Expenses, including Management Fee. If requested by the City, and at the sole expense of the City, these financial statements shall be certified by an independent certified public accountant acceptable to the City.
(c) In addition to the foregoing, all Golf Resort department heads will prepare a monthly variance report for their respective departments compared to the Annual Plan to be reviewed by the City and Troon. Troon shall hold weekly departmental staff meetings to monitor all Golf Resort Expenses closely.

8.7 Inspection. Upon seven (7) days prior written notice to Troon, which notice shall set forth the date and time that the City desires to inspect the books and records, the City or its authorized agents, auditors, or representatives shall have the right during regular business hours to review, inspect, audit, and copy the books, records, deposit receipts, canceled checks, and other accounting and financial information maintained by Troon in connection with the operation of the Golf Resort. All such books and records shall be made available to the City at the Golf Resort unless the City and Troon agree upon another location. The City, at its own expense, shall have the right to retain an independent accounting firm to audit the books and records of the Golf Resort on an annual basis. The inspection right of the City under this Article 8.7 shall remain in effect for a period of one (1) year following the termination or expiration of this Agreement.

ARTICLE IX

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38 Insurance

9.1 Insurance Requirements.
(a) Unless otherwise agreed in writing, the parties’ obligations with respect to the procurement and maintenance of the property, commercial general liability, and other insurance coverage for the Golf Resort throughout the Term (or at such other times during the Term as shall be appropriate depending upon the type of insurance required to be procured), shall be as set forth in this Article IX.
(b) Except as set forth in Article 9.3, all insurance provided under Article IX shall be effected by policies issued by insurance companies with sound financial strength and maintain a minimum rating of A:VII in Am Best’s Key rating guide or equivalent. If agreed to in writing by City and Troon, such insurance may be carried under Troon’s comprehensive country club insurance program covering the Golf Resort and other locations provided the policies within such program otherwise comply with all of the requirements set forth in this Article IX. (c) Certificates of insurance and endorsements shall be delivered to City or Troon, as applicable, on or before the date of this Agreement, and all insurance policies shall be renewed (or replaced, as appropriate) prior to their respective expiration dates. (d) All applicable insurance policies described in this Article IX shall be written in the name of Troon or City, with the other included as an additional insured thereon (as its interests may appear), except for worker’s compensation insurance and any other insurance with respect to which it is impractical or inappropriate to name City, or any other parties as a named insured or an additional insured.
(e) All property insurance policies shall be explicitly endorsed to the effect that the proceeds of any building, contents, or business interruption losses shall be made payable to the City (except for the proceeds of any business interruption insurance, which shall be payable to Troon as set forth herein). All such insurance policies shall also be explicitly endorsed to the effect that such policies shall only be canceled or materially changed with at least thirty (30) calendar days prior written notice to City and Troon.
(f) So long as this Agreement remains effective, Troon and the City shall have no rights of subrogation and respectively waive (i) any right to enforce any remedy which the other now has or hereafter may have hereunder or otherwise under applicable law, and (ii) any benefit of, and any right to participate in, any security interest(s) the other may now or hereafter hold in relation to such remedies. Neither City nor Troon shall have any claim against the other with respect to the failure of any insurance carrier to provide the coverage or protection placed with such carrier as contemplated by this Agreement.
(g) Certificates of insurance and endorsements shall be sent to City and/or Troon, as applicable, at the addresses shown in Article 15.3 below.

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39 (h) City and Troon shall review all coverage limits and deductible amounts set forth in this Article IX from time to time for the purpose of determining the coverage limits and deductible amounts then appropriate for properties similar in type and construction to the Golf Resort and for the nature of the business being conducted.

9.2 Insurance to be Maintained by Troon on Behalf of Golf Resort. At all times during the Term, Troon shall procure and maintain, as a Golf Resort Expense, the following insurance coverages:
(a) Comprehensive or commercial general liability insurance written on an “occurrence” basis against claims for personal injury (including bodily injury and death) and property damage, with a combined single limit for bodily injury and property damage of at least Two Million Dollars ($2,000,000);
(b) Fidelity bonds, with reasonable limits and deductibles approved by City, covering employees at the Golf Resort in job classifications normally bonded in the other Affiliated Facilities or as otherwise required by law, and comprehensive crime insurance; (c) Owned, hired, and non-owned automobile liability insurance covering all use of all automobiles, trucks, and other motor vehicles utilized by Troon and Troon’s employees in connection with this Agreement with a combined single limit for bodily injury and property damage of at least One Million Dollars ($1,000,000) per occurrence; (d) Employment practices liability coverage with a combined single limit of at least Two Million Dollars ($2,000,000.00) to cover any Golf Resort employees on Troon’s payroll and the Troon Executive Employees;
(e) Workers’ compensation and employer’s liability insurance of at least One Million Dollars ($1,000,000.00) per accident or disease as may be required under applicable laws covering all of Troon and its Affiliates’ employees employed at the Golf Resort; (f) Umbrella or excess liability coverage with a limit of not less than Ten Million Dollars ($10,000,000.00), which limit is applicable only to the Golf Resort and not shared with other facilities managed by Troon;
(g) Intentionally omitted;
(h) Intentionally omitted;
(i) Pollution insurance policy (not limited to Herbicide and Pesticide coverage) with a limit of not less than One Million Dollars ($1,000,000) per single occurrence, including coverage for on-site and off-site clean up as well as third-party coverage for on-site and off- site third party claims for bodily injury and property damage; (j) As of the date of this Agreement, liquor liability insurance having coverage terms at least as broad as those found in standard ISO forms. Such policy shall have an aggregate limit of at least One Million Dollars ($1,000,000) per single occurrence and in the aggregate.

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40 Troon shall be entitled, from time to time, to designate such higher limits as it deems reasonably necessary (or as required under any loan and/or plan documents). In the event that Troon, or Troon’s Affiliate, holds the liquor license for the Golf Resort, Troon shall be the named insured (and City shall be an additional insured) with respect to the foregoing insurance coverage; and (k) Professional liability (errors and omissions) insurance with a limit of not less than Two Million Dollars ($2,000,000.00) per claim. Any inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Troon agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement.
(l) Such other insurance in amounts as Troon and City, in their reasonable judgment, deem advisable for protection against claims, liabilities, and losses arising out of or in connection with the operation of the Golf Resort.
(m) Subcontractor Insurance. Troon shall ensure that its subcontractors provide and maintain types and limits of insurance appropriate for the risks involved with the subcontractor’s scope of work and services.

9.3 Insurance to be Maintained by City for the Golf Resort. (a) At all times during the Term, City shall procure and maintain “all-risk” property insurance for the full replacement value covering physical loss or damage to all buildings and improvements now existing or hereafter erected at the Golf Resort, which shall include extended coverage against such perils of fire, lightning, windstorm, collapse, and sprinkler leakage. Such policy shall also provide (i) comprehensive boiler and machinery coverage, including pressure vessels, air tanks, boilers, machinery pressure piping, heating, and air conditioning, (ii) earthquake coverage, if applicable and available at commercially reasonable rates in the region where the Golf Resort is located, (iii) flood coverage in an amount not to exceed $1,000,000 if the Golf Resort is not in a special flood hazard zone, and, if the Golf Resort is in a special flood hazard zone, flood coverage in an amount available at commercially reasonable rates through the applicable governmental agency, and (iv) business interruption insurance providing coverage against the loss of Gross Revenues of the Golf Resort in an amount no less than $1,000,000. Such policy shall also cover all equipment, fixtures, motors, machinery, furnishings, and furniture installed and owned or leased by the City and used in connection with the Golf Resort or with the buildings and improvements upon or above the Site, including all alterations, rebuilding, replacements, and additions thereto (as hereinafter defined) at the option of City. If any insurer, or any governmental agency or authority having jurisdiction over the Golf Resort, shall at any time require that the foundations be insured in order to relieve the insured from the responsibility as a co-insurer or for any other purpose, the obligations with respect to insurance herein shall henceforth be increased to the extent so required.
(b) To the extent not excluded under the insurance described in Article 9.3(c), the City shall provide comprehensive or commercial general liability insurance against claims for

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41 personal property (including bodily injury and death) and property damage, provided, however, that such coverage shall be secondary to the insurance policy described in Article 9.2(a). (c) City shall provide the insurance described in Article 9.3(a) pursuant to its self- insurance program administered by the California Joint Powers Insurance Authority (“JPIA”).

This municipal risk pool handles claims against the City. The City also maintains excess liability coverage for claims in excess of $5,000,000. The City shall keep in full force and effect during the Term its existing self-insurance retention program or similar coverage with limits of insurance and coverages as required by this Article 9.3. The city agrees to provide Troon, upon reasonable request, pertinent information regarding its coverage. For purposes of this Agreement: (i) Troon shall be included and/or treated as if it were an additional named insured under any self-insurance program maintained by the City or any excess liability coverage, and (ii) in connection with any self-insurance program maintained by the City, the City shall be deemed to have undertaken all duties, liabilities, and obligations which a reputable and recognized insurer would have had if insurance had been maintained instead of the self- insurance program.

ARTICLE X
Damage or Destruction; Eminent Domain; Force Majeure Events

10.1 Damage or Destruction. Should the Golf Resort be destroyed or substantially damaged by fire, flood, acts of God, or other casualty, the City, by written notice to Troon given within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement on the basis that the City does not choose to rebuild or restore the Golf Resort, and in such event, neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. For the purpose of this Article 10.1, the Golf Resort shall be deemed to have been substantially damaged if the estimated length of time required to restore the Golf Resort substantially to its condition and character just prior to the occurrence of such casualty shall be in excess of six (6) months, as indicated by an architect’s certificate or other evidence reasonably satisfactory to Troon. If this Agreement is not terminated in the event of damage to the Golf Resort either because (i) the damage does not amount to substantial damage as described above, or (ii) notwithstanding the destruction of or substantial damage to the Golf Resort, the City elects to restore the Golf Resort, then the City shall proceed, at the City’s own expense, with all due diligence to commence and complete restoration of the Golf Resort to its condition and character just prior to the occurrence of such casualty. If, as a result of any damage or destruction to the Golf Resort as provided in this Article 10.1, the responsibilities of Troon under this Agreement are substantially changed, then the parties shall meet and discuss in good faith appropriate modifications to this Agreement, including the Management Fees.

10.2 Eminent Domain. If all of the Golf Resort (or such a substantial portion of the Golf Resort so to make it unfeasible, in the reasonable opinion of the City, to restore and continue to operate the remaining portion of the Golf Resort for the purposes contemplated in this Agreement) shall be taken through the exercise (or by agreement in lieu of the exercise) of the power of an eminent domain, then upon the date that the City shall be required to surrender possession of the Golf Resort or of that substantial portion of the Golf Resort, this Agreement shall terminate, and neither party shall have any further

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42 obligation to the other party under this Agreement except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. If such taking of a portion of the Golf Resort shall not make it unfeasible, in the reasonable opinion of the City, to restore and continue to operate the remaining portion of the Golf Resort for the purposes contemplated in this Agreement, then this Agreement shall not terminate, and the City shall proceed, at the City’s own expense, with all due diligence to alter or modify the Golf Resort so as to render it a complete architectural unit which can be operated as a golf resort of substantially the same type and character as before. If, as a result of any alteration or modification of the Golf Resort as provided in this Article 10.2, the responsibilities of Troon under this Agreement are substantially changed, then the parties shall meet and discuss in good faith appropriate modifications to this Agreement including the Management Fees.

10.3 Force Majeure Events. As used in this Agreement, the term “Force Majeure Event” means declared or undeclared war, acts of terrorism, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies, accidents, fires, explosions, floods, earthquakes, or other acts of God, strikes, labor disputes, shortages of materials, or any other event not within the control of Troon and not caused by the gross negligence or intentional wrongful conduct of Troon. For purposes of this Agreement, any disruption to the operation of the Golf Resort caused by a capital improvement project shall also constitute a Force Majeure Event. If, as a result of the occurrence of a Force Majeure Event, the responsibilities of Troon under this Agreement are substantially changed, then the parties shall meet and discuss in good faith appropriate modifications to this Agreement including the Management Fees.

ARTICLE XI
Indemnification

11.1 Troon’s Indemnity. Troon agrees to indemnify, defend, and hold harmless City and its officials, officers, employees, agents and volunteers from and against any and all claims, demands, actions, lawsuits, proceedings, damages liabilities, judgments, penalties, fines, attorneys' fees, costs, and expenses, as follows:
(a) which result from any act or omission constituting active or passive negligence (including acts or omissions that do not meet industry standards), gross negligence, fraud or willful misconduct by a Troon employee; or
(b) which result from any action taken by Troon or a Troon employee relating to the Golf Resort (i) that is expressly prohibited by this Agreement, or that is not within the scope of Troon's duties under this Agreement, or (iii) that is not within Troon's delegated authority under this Agreement; or

(c) subject to Article V above, which result from Troon's material breach of any covenant or obligation contained in this Agreement. For purposes of this Section, the term "material" shall mean any breach resulting in liability in excess of $5,000.00.

Troon's indemnity obligations under this Article 11.1 shall not apply to Claims which are covered by the indemnity in Article 5.2 or to any acts taken (or omissions not taken) either at the written direction of City or with the express approval of City, provided, however that the approval of the Annual Plan, or

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43 any other general operating policy or procedure by City shall not be interpreted as "direction" or "approval" of a specific act or omission unless such act or omission is clearly and unambiguously contemplated thereby."

11.2 City’s Indemnity. The City agrees to indemnify and hold harmless Troon and its owners, officers, directors, employees, members and managers from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys’ fees, costs, and expenses:
(a) that result from an act or omission by Troon in connection with the management and operation of the Golf Resort (i) that is expressly directed by this Agreement, or (ii) that is within the scope of Troon’s duties under this Agreement, or (iii) that is within Troon’s delegated authority under this Agreement, or (iv) that was either at the direction of the City or with the written approval of the City unless, in each case, such act or omission would be an event for which Troon is required to indemnify the City under Article 11.1 above; or (b) which result from the City’s breach of this Agreement or any act or omission constituting active or passive negligence, gross negligence, or willful misconduct by the City or any officer, director, employee, or agent of the City; or (c) which otherwise arise from the operation or condition of the Golf Course or any activity occurring thereon unless, in each case, such matter would be an event for which Troon is required to indemnify the City under Article 11.1 above.

11.3 Nature of Indemnity. The indemnity obligations of Troon and the City set forth in this Article XI shall be offset to the extent of any applicable insurance proceeds paid to the indemnified party or on its behalf.

ARTICLE XII
Default

12.1 Events of Default. The occurrence of any one or more of the following events which are not cured in the time permitted shall constitute a default under this Agreement (“Event of Default”):
(a) Failure to Pay Sums Due. Either party’s failure to pay any sums payable under this Agreement when due and such failure shall continue for ten (10) days after written notice to the defaulting party specifying the item not paid.
(b) Failure to Comply. Either party’s failure to comply with any of the material covenants, agreements, terms, or conditions of this Agreement or such failure shall continue for thirty (30) days after written notice to the defaulting party specifying in detail the nature of such failure. Notwithstanding the foregoing, in the event any failure cannot with due diligence be cured within such thirty (30) day period, if the defaulting party proceeds promptly and diligently to cure the same and thereafter diligently prosecutes the curing of such failure, the

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44 time within which the failure may be cured shall be extended for such period as may be reasonably necessary for the defaulting party to cure the failure. (c) Breach of Restaurant Lease Agreement. The occurrence of an Event of Default under the Restaurant Lease Agreement.

ARTICLE XIII
Representations and Warranties
13 .1 Troon’s Representations. As a material inducement to the City to enter into this Agreement, Troon represents and warrants the following:
(a) Troon is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; that it is duly qualified to do business and is in good standing in the State of California; that it has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by Troon of Troon’s obligations hereunder will not violate or constitute a default under the terms and provisions of any agreement, law or court order to which Troon is a party or by which Troon is bound. (b) All actions required to be taken by or on behalf of Troon to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation of Troon enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally. (c) The person(s) executing this Agreement on behalf of Troon have full power and authority to bind Troon to the terms hereof.

13.2 City’s Representations. As a material inducement to Troon to enter into this Agreement, the City represents and warrants the following:
(a) The City is a California municipal corporation, validly existing and in good standing under the laws of the State of California; that it is duly qualified to do business and is in good standing in the State of California; that it has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by the City of City’s obligations hereunder will not violate or constitute a default under the terms and provisions of any agreement, law or court order to which the City is a party or by which the City is bound. (b) All actions required to be taken by or on behalf of the City to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation of the City enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally.

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45 (c) The persons executing this Agreement on behalf of the City have full power and authority to bind the City to the terms hereof.

ARTICLE XIV
Transfers and Assignments

14.1 Limitation on Troon. Troon shall not sell, convey, assign, transfer, hypothecate, pledge, or otherwise dispose of (or agree to do any of the foregoing) all or any part of its interest, if any, in this Agreement, or any contractual rights or obligations related hereto (except for Troon’s rights to receive payments hereunder), without the prior written consent of the City; provided, however, Troon may assign this Agreement to an entity that is similarly engaged in the golf management business and that employs the principal members of the current Troon management team.

14.2 Limitation on City. The City may assign or transfer this Agreement to a governmental agency related to the City or the Agency. The City may also assign and transfer its rights under this Agreement to a purchaser or new Golf Resort owner that assumes the City’s obligation hereunder.

Otherwise, the City may not assign or transfer its rights hereunder.

ARTICLE XV
Intellectual Property
15 .1 Intellectual Property
(a) During the Term, the Golf Resort shall be known by such tradename as may from time to time be determined by City (the “Golf Resort Tradename”). Troon acknowledges that the Golf Resort Tradename, together with any other names, service marks, trademarks, slogans, logos, designs, or the like owned by City or created by City during the Term that are now or hereafter used in the ownership or operation of the Golf Resort (together with the Golf Resort Tradename, the “City Marks”) are and shall continue to be the property of City. Troon shall not contest the City’s unrestricted and exclusive ownership of the City Marks or its right to grant others licenses to use the City Marks. During the Term, the City grants Troon a nonexclusive license to identify the Golf Resort as a golf facility managed by Troon on its website or in connection with advertising or other marketing materials used in connection with the promotion of the Golf Resort or in connection with marketing programs with Affiliates, which license shall expire upon the termination or expiration of this Agreement.

Notwithstanding the foregoing, any use of the City Marks in advertising, promotional, or marketing materials shall be subject to the approval of the City, which approval shall not be unreasonably withheld. Except as permitted above, Troon shall not use the Troon Marks (as defined below) in connection with the operation of the Golf Resort and shall not sell or place any items or equipment branded with the Troon Marks at the Golf Resort without the prior written consent of City.
(b) City acknowledges that the trademarks and/or service marks “Troon®,” “Troon Golf®,” and “Prive®” are and shall continue to be the sole property of Troon, together with any other names, service marks, trademarks, slogans, logos, designs or the like owned by Troon

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46 or its Affiliates or created by Troon or its Affiliates that are now or hereafter used in Troon’s management business (collectively, the “Troon Marks”). During the Term, as directed by the City, Troon may, subject to the prior written approval of the City on a case-by-case basis, display the Troon Marks at the Golf Resort in designated locations and on specified inventory, supplies, amenities, etc. The City shall not contest Troon’s unrestricted and exclusive ownership of the Troon Marks or its right to grant others licenses to use the Troon Marks. (c) City shall have the sole right and responsibility to handle disputes with third parties concerning the use of all or any part of the City Marks, and Troon shall, at City’s reasonable expense, cooperate with City in all such matters. The City need not initiate suit against imitators or infringers and may settle any dispute by grant of a license or otherwise. Troon shall not initiate any suit or proceeding to enforce or protect the City Marks. Both parties shall make every effort consistent with the foregoing to protect, maintain, and promote the City Marks and their distinguishing characteristics as standing for the Golf Resort. (d) Troon shall have the sole right and responsibility to handle disputes with third parties concerning the use of all or any part of the Troon Marks, and City shall, at Troon’s reasonable expense, cooperate with Troon in all such matters. Troon need not initiate suit against imitators or infringers and may settle any dispute by grant of a license or otherwise.

The City shall not initiate any suit or proceeding to enforce or protect the Troon Marks. Both parties shall make every effort consistent with the foregoing to protect, maintain, and promote the Troon Marks and their distinguishing characteristics as standing for golf facilities being operated or developed by, or by authorization from, Troon under the Troon Marks. (e) Upon any termination or expiration of this Agreement for any reason whatsoever, unless Troon, in its sole discretion, authorizes the City in writing to continue to use the Troon Marks, City shall cease all use of the Troon Marks. Upon any termination or expiration of this Agreement for any reason whatsoever, unless City, in its sole discretion, authorizes Troon in writing to continue to use the City Marks, Troon shall immediately cease all use of the City Marks. In addition, Troon shall cease all use of the Troon Marks at the Golf Resort and shall remove from the Golf Resort any signs or FF&E, operating equipment, operating supplies, inventory, amenities, supplies, or any other items containing the Troon Marks, or any similar designation on or prior to the termination date. Troon shall use reasonable efforts to minimize interruption to Golf Resort operations by reason of such removal. Notwithstanding the foregoing, after the termination of this Agreement, City and any successor operator of the Golf Resort may continue to use any property with the Troon Marks that City has paid for until it is consumed unless Troon elects to purchase such property at its book value.

ARTICLE XVI
Miscellaneous

16.1 Waiver. The waiver by either the City or Troon of any breach of any term, covenant, or condition herein contained shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition. No covenant, term, or condition of this Agreement shall be

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47 deemed waived by City or Troon unless such waiver is in writing and signed by the party against whom such waiver is asserted.

16.2 Entire Agreement. This Agreement sets forth all the covenants, promises, agreements, conditions, and understandings between the City and Troon, oral or written, relating to the subject matter of this Agreement. The City has made no representations or promises not expressly contained herein. No subsequent alterations, amendment, change, or addition to this Agreement shall be binding upon the City and Troon unless reduced to writing and signed by them.

16.3 Notices. Notices, statements, and other communications to be given under the terms of this Agreement shall be delivered in a timely fashion (and in any event within any time limits established elsewhere in this Agreement) and shall be in writing and delivered by hand (including pre-paid courier) or sent by a reputable overnight delivery service such as Federal Express and addressed as follows:

If to City:

City of Indian Wells
44-950 Eldorado Drive
Indian Wells, California 92210
Attention: City Manager
Phone: 760-346-2489

If to Troon:

Troon Golf, L.L.C.
15044 N. Scottsdale Road, Suite 300
Scottsdale, Arizona 85254
Attention: Legal Department
Phone: 480.477.0439

or at such other address as from time to time designated by the party receiving the notice in accordance with this Article 16.3. The date of service of such notices shall be the date such notices are delivered to the party to whom the notice is given.

16.4 City Bonds. In connection with the City’s issuance or refunding of any bonds or certificates of participation, Troon shall have the right to approve, which approval shall not be unreasonably withheld, any description of Troon or any description of this Agreement or of the City’s relationship with Troon under this Agreement, which description is contained in any prospectus or similar materials delivered in connection with such bonds or certificates of participation. The City agrees to furnish Troon copies of all such materials for such purpose at least twenty (20) days before delivering such materials to the addresses set forth in Article 15.3 above.

16.5 Interest. Interest shall accrue on any sums owed by either party hereto to the other party starting from the first date of delinquency and continuing until the full amount, including such interest is paid. Such interest shall accrue at a rate equal to the lesser of (a) the maximum rate of interest allowed by applicable law or (b) the rate of interest announced by Bank of America National Trust and Savings

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48 Association or its successors, as of such date of delinquency, as its “prime” or “reference” rate, plus two percent (2%).

16.6 Successors and Assigns. This Agreement is personal to the City and Troon, and except as otherwise provided herein, Troon shall have no right, power, or authority to assign this Agreement, or any portion hereof or any monies due or to become due hereunder, or to delegate any duties or obligations arising hereunder, either voluntarily, involuntarily or by operation of law, without the prior written approval of the City. Except as otherwise provided herein, Troon shall only have the right, power, or authority to subcontract its services, or any portion thereof, with the prior written approval of the City.

Any approval by the City of any subcontract of Troon’s services or any part thereof shall not be construed to make the City a party to such subcontract or to expose the City to any claims or liabilities arising thereunder. Without waiver of the foregoing provisions, all of the rights, benefits, duties, liabilities, and obligations of the parties hereto shall inure to the benefit of and be binding upon their respective successors and assigns.

16.7 Persons Indemnified. All agreements by either Troon or the City to indemnify or hold the other harmless contained in this Agreement shall inure to the benefit not only of the respective indemnitee but also to that of its and their subsidiaries and Affiliates and shall also inure to the benefit of the elected officials, directors, officers, members, managers, employees and agents of any of the foregoing.

16.8 Applicable Law. This Agreement and all provisions thereof, irrespective of the place of execution or performance, shall be construed and enforced in accordance with the laws of the State of California. Venue for any action arising out of this Agreement shall be Riverside County.

16.9 Cumulative Rights. The rights and remedies conferred upon the City and Troon in this Agreement and by law are cumulative.

16.10 Savings Clause. If any provisions of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder or substantially increase the burden on any party hereto, shall be held to be invalid or unenforceable to any extent, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

16.11 Attorney’s Fees. If any party fails to perform any of its obligations under this Agreement or if any dispute arises between the parties concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by any other party on account of such default and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorney’s fees and disbursements. Any such attorney’s fees and other expenses incurred by any party in enforcing a judgment in its favor under this Agreement shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorney’s fee obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.

16.12 Further Assurances. Troon and the City each agree to execute and deliver from time to time, promptly following any reasonable request therefore by the other party, any and all instruments, agreements, and documents, and promptly shall take such other actions as may be necessary or appropriate in the reasonable determination of the other party, to carry out the transaction described in this Agreement.

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49 16.14 Easements. Troon shall recognize and comply with all easements of record affecting the Golf Resort.

16.15 Publicity. Any commercial advertisements, press releases, articles, or other media information using the City’s name shall be subject to the prior approval of the City, which approval shall not be unreasonably withheld.

16.16 Possessory Interest. Pursuant to California Revenue and Taxation Code Section 107.6, the City hereby informs Troon that this Agreement may create a possessory interest subject to property taxation, and in such event, Troon may be subject to the payment of property taxes levied on such interest. The parties agree that in the event possessory interest property taxes are levied against Troon in connection with this Agreement, such taxes shall be considered a Golf Resort Expense and shall be paid from the Operating Account.

16.17 Conflict of Interest. The parties hereto hereby covenant that during the term of this Agreement, they will not employ any person to administer any portion of this Agreement that has an interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement.

16.18 No Third-Party Beneficiaries. This Agreement is not intended and shall not be deemed or construed to convey any rights, powers, or privileges on any person, firm, partnership, corporation, or other entity not a party hereto except as may be expressly provided herein to the contrary.

16.19 Time. Time is of the essence of this Agreement, and each provision hereof of which time is an element.

16.20 No Inconsistent Tax Position. Troon agrees that it is not entitled to and will not take any tax position that is inconsistent with being a service provider to the City with respect to the Golf Resort.

16.21 Mediation, Arbitration, and Dispute Resolution.
(a) Resolution by the Parties. The parties hereto desire, pursuant to the provision of this Article 16.21, to establish procedures to facilitate the informal and inexpensive resolution of any disputes arising out of or relating to this Agreement by mutual cooperation and without resorting to litigation. To accomplish this objective, the City and Troon agree to follow the procedures set forth below. If a dispute arises under this Agreement, the complaining party shall write a description of the alleged breach of contract or complaint and send it to the other party by certified or registered mail. This letter shall explain the nature of the complaint and refer to the relevant articles of the Agreement upon which the complaint is based. The complaining party shall also set forth a proposed solution to the problem, including a reasonably specific time frame within which the parties must act. The party receiving the letter must respond in writing within ten (10) days with an explanation, including references to the relevant parts of the Agreement and a response to the proposed solution. Within ten (10) days of receipt of this response, the parties must meet and discuss options for resolving the dispute.

The complaining party must initiate the scheduling of this resolution meeting. (b) Arbitration. If the dispute is not settled by the parties pursuant to the procedure set forth in Article 16.21(a) above, the parties agree to submit the dispute to binding arbitration

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50 with Judicial Arbitration & Mediation Services, Inc. (“JAMS”) or the American Arbitration Association (“AAA”), if JAMS does not have an office in Riverside County, California. The arbitration shall be held in Riverside County, California. The aggrieved party may initiate arbitration by sending written notice of an intention to arbitrate by registered mail or certified mail to all parties and JAMS or AAA. The notice must describe the dispute, the amount involved, and the remedy sought. Either party may seek equitable relief from the arbitration in addition to monetary damages. The parties may agree on a retired judge from the JAMS or AAA panel. If they are unable to agree, JAMS or AAA will provide a list of three (3) available judges, and each party may strike one. The remaining judge will serve as the arbitrator at the settlement conference. The arbitration shall be held in accordance with the provision of California law, except as expressly provided herein.
[Signatures Appear on the Following Page]

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51 IN WITNESS WHEREOF, the City and Troon have executed this Agreement as of the date first above written.

“CITY”

CITY OF INDIAN WELLS,
a California Municipal Corporation

By: _____________________________
Name: __________________________
Its: _____________________________

Approved as to form:

By: __________________________

“TROON”

TROON GOLF, L.L.C.,
a Delaware limited liability company

By: _____________________________
Name: __________________________
Its: _____________________________

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2023

GOLF COURSE MANAGEMENT AGREEMENT
between

CITY OF INDIAN WELLS,
a California Municipal Corporation
and
TROON GOLF, L.L.C.
a Delaware limited liability company
ATTACHMENT #1

Page 151 of 199 ends

Indian Wells City CouncilSeptember 7, 2023

Indian Wells City Council
September 7, 2023