Indio City Council
June 15, 2022

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 661 of 1168

Attachment A
ix
RESOLUTION NO. 10302

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
INDIO, CALIFORNIA, ADOPTING THE FISCAL YEAR 2022-2023

OPERATING AND CAPITAL BUDGET
WHEREAS, the City Council of the City of Indio held budget a study session on May 4, and May 18, 2022, to consider a proposed 2022-2023 budget with a term commencing on July 1, 2022 and ending June 30, 2023; and, WHEREAS, the proposed 2022-2023 budget provides for service levels necessary to respond to the high standards of the community which are deemed appropriate by the City Council and concurrently provides a work force to accomplish them; and
WHEREAS, the City Council hereby determines and finds that each proposed expenditure of public funds reflected in the 2022-2023 budget advances the public health, safety or general welfare and thereby serves the community's interests; and, WHEREAS, the City Council intends to use the proposed 2022-2023 budget as a guide for determining City priorities; and,

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO,

CALIFORNIA, DOES HEREBY FINDS, DETERMINES AND RESOLVES AS FOLLOWS:

Section 1.The foregoing recitals are true and correct and are hereby adopted by the City Council.

Section 2.The recommended 2022-2023 budget for the City of Indio, as detailed in the budget document entitled “City of Indio, California, Recommended Budget, Fiscal Year 2022-2023,” filed with the City Clerk, and summarized as follows:

Fiscal Year 2022-2023, Budget: Three Hundred Seven Million, Five Hundred Sixty- Three Thousand, Eight Hundred Eighty-Eight Dollars ($307,563,888), is hereby approved and adopted as the operating and capital budget for the City of Indio for Fiscal Year 2022-2023, beginning July 1, 2022.

Section 3.The City Council recognizes that the proposed 2022-2023 budget will require adjustments from time to time, and accordingly, the City Manager is authorized to redistribute allocated budgeted amounts within a department.

Section 4. This resolution shall take effect immediately.

Section 5. The City Clerk shall certify to the adoption of this resolution.

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 662 of 1168

Attachment A
x
PASSED, APPROVED AND ADOPTED this 15 TH day of June, 2022 by the following
vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________

WAYMOND, FERMON MAYOR
ATTEST:
________________________________

CYNTHIA HERNANDEZ, CMC

CITY CLERK
APPROVED AS TO FORM:
________________________________
ROXANNE M. DIAZ

CITY ATTORNEY

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 663 of 1168 Attachment B
RESOLUTION NO. 10303

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO

APPROVING THE CAPITAL IMPROVEMENT PROGRAM FOR
FISCAL YEAR 2022-2023
THE INDIO CITY COUNCIL DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council hereby makes the following findings:

A. The Indio City Council desires to develop a proactive Capital Improvement Program to meet the community’s needs for future services, programs, and facilities.

B. On M a y 2 5 , 2 0 2 2 , the Planning Commission adopted Resolution No. 2 0 2 5 finding that the Capital Improvement Program for Fiscal Year 2022-2023 is consistent with the City’s General Plan.

C. On June 15, 2022, the City Council held a duly noticed public hearing on the proposed Capital Improvement Program, including those projects funded by development impact fees as required by Government Code Section 66002.

Section 2. The City Council hereby finds that it can be seen with certainty that there is no possibility that the approval of this Capital Improvement Program may have a significant effect on the environment. The Capital Improvement Program is a prioritizing and funding allocation program and cannot and does not have the potential to cause a significant effect on the environment. No physical activity will occur until all required environmental review is conducted at the time the physical improvements prioritized in the Capital Improvement Program are undertaken at a future unspecified date. Accordingly, the approval of this Capital Improvement Program is therefore exempt from the environmental review requirements of the California Environmental Quality Act pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations.

Section 3. That certain document entitled the “City of Indio, California, FY 2022-2023 Capital Improvement Program,” a copy of which is attached in the Section titled “CIP Program,” is hereby approved.

Section 4. That the City’s FY 2022-23 Capital Improvement Program (“CIP”) identifies for each capital project, the project scope, location, approximate time-frame, estimated cost and funding sources for the project, including those partially or fully funded with development impact fees (DIF).

Section 5. That eleven (11) projects below are DIF funded and make up a small portion of an overall larger Capital Improvement Program managed by the Public Works Department, as listed below:

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 664 of 1168 2 Project Description Proposed DIF Funding
Jackson St. Bridge @ Storm Channel –
Seismic Retrofit (BR0109) DIF Storm Drain: $220,000
Ave. 44 Bridge over the Coachella Valley
Storm Channel (BR1101) DIF Storm Drain: $221,623
Madison Street Imps. (ST503C) DIF Roads: $758,400
DIF Storm Drain: $45,000
Ave. 50 Widening Jefferson St. to Jackson
St. (ST2004) DIF Strom Drain: $249818
Jefferson St. Widening Ave. 38 to Ave. 40
(ST2203) DIF Roads: $120,000
Ave. 52 Imps. Monroe St. to Madison St.
(ST2204) DIF Roads: $220,000
Jefferson St. and Highway 111 Intersection
(ST2211)
DIF Storm Drain: $162,853
DIF Roads: $270,299
Civic Center Storm Drain Project (SD2201) DIF Storm Drain: $35,428 Jackson St. Intersection Ave. 50 Imps.
(TS1901) DIF Storm Drain: $783,259
Monroe St. & Ave. 41 Traffic Signal
(TS2001) DIF Traffic Signals: $277,597
Ave. 44 & Lago Vista Traffic Signal (TBD) DIF Traffic Signals: $100,000 Section 6. By approval of the FY 2022-2023 Capital Improvement Program, it is the intent of the City Council to revise the plan each year by continuing to identify capital improvement projects and by re-prioritizing existing capital improvements as needed to serve the community.

Section 7.This Resolution shall take effect immediately upon adoption.

Section 8.The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED at a regular meeting of the Indio City Council held on this 15th day of June, 2022 by the following vote.

Ayes:

Noes:

Absent:

Abstain:

ATTEST:

Waymond Fermon, Mayor

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 665 of 1168 3 Cynthia Hernandez, CMC City
Clerk
APPROVED AS TO FORM:

Roxanne Diaz
City Attorney

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 666 of 1168 Attachment C
RESOLUTION NO. 10304

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO,

CALIFORNIA, DETERMINING AND ESTABLISHING AN
APPROPRIATIONS LIMIT FOR FISCAL YEAR 2022-23
WHEREAS, pursuant to Article XIII-B of the State Constitution and Section 7910 of the State Government Code, all government entities must adopt an annual appropriations limit; and
WHEREAS, Exhibit C1 set forth in the 2022-2023 Operating and Capital Budget, details the base year appropriation limit, the various adjustment factors from fiscal year 1982-83 through fiscal year 2022-23 and the appropriation limit for all these years, is incorporated herein as though set forth in full; and
WHEREAS, pursuant to Government Code Section 7910, the documentation used for the determination of the appropriations limit has been available to the public prior to this meeting.

NOW THEREFORE, THE INDIO CITY COUNCIL DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. That the City Council specifically selects the following annual adjustment factors for determining the appropriation limit pursuant to California Constitution, Article XIII-B, Section B, Subdivision (c):
a.Population Adjustment Factor
The population adjustment factor selected for fiscal year 2022-23 is the change in population with the City of Indio over the prior year. b. The Cost of Living Adjustment Factor
The cost of living adjustment factor selected for fiscal year 2022-23 is the percentage change in California per capita personal income from the preceding year.

Section 2. The City Council establishes the General Fund appropriations limit for the City of Indio for fiscal year 2022-23 at $146,630,617 in accordance with the figures contained in Exhibit C1. The appropriation limit established for fiscal year 2022- 23 is calculated pursuant to Proposition 111.

Section 3. This resolution shall take effect immediately.

Section 4. The City Clerk shall certify to the adoption of this resolution.

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 667 of 1168 Attachment C
PASSED APPROVED AND ADOPTED this 15th day of June 2022.

AYES:

NOES:

ABSENT:

ABSTAIN:

_____________________________

WAYMOND FERMON, MAYOR
ATTEST:
___________________________

CYNTHIA HERNANDEZ, CMC

CITY CLERK
APPROVED AS TO FORM:
___________________________
ROXANNE M. DIAZ

CITY ATTORNEY

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 668 of 1168

CITY OF INDIO
FY2022/2023 BUDGET
Appropriation Limit Calculation
The Appropriation Limit Calculation is required by Article XIIIB of the California State Constitution.

It creates a restriction on the amount of revenue that a public agency can appropriate in any fiscal year. The limit is based on actual appropriations during the base 1979 fiscal year, with increases each subsequent year based on a formula comprised of population estimates and cost-of-living factors. There are no financial impacts from calculating the appropriations limit unless the amount of revenues received from "proceeds of taxes" comes close to or exceeds the Agency's appropriation limit.

The allowed growth between last fiscal year and the current fiscal year resulted in an increase in the City's appropriation limit. With an estimated available appropriation capacity of approximately 45%, the City appears to be in a very favorable position in relation to its Tax Spending Limit. This "cushion" acts as a protection against unforeseen circumstances that ultimately affect a City's appropriation limit, such as downturns in the State's economy, or fluctuating local revenue collections.

Appropriations Subject to the Limit
Fiscal Year 2022/2023 General Fund revenues 98,664,094
Less Non-proceeds of Taxes 18,413,494
Total Appropriations Subject to the Limit 80,250,600
Fiscal Year 2021/2022 Appropriation Limit 135,920,112
A. Cost of Living Adjustment - CPI 1.0755
B. Population Adjustment 1.0031
Change Factor (AxB) 1.0788
Increase in the appropriation limit 10,710,505
Fiscal Year 2022/2023 Appropriation Limit 146,630,617
Remaining appropriation capacity 66,380,017
Available capacity as a percent of the appropriation limit 45.27% Exhibit C1

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 669 of 1168

COST OF

LIVING POPULATION APPROPRIATION

FISCAL YEAR BASE AMOUNT CHANGE CHANGE LIMIT
1983 10,677,943 6.79% 5.47% 12,026,718
1984 12,026,718 2.35% 5.91% 13,036,828
1985 13,036,828 4.74% 4.69% 14,295,183
1986 14,295,183 3.74% 5.52% 15,648,429
1987 15,648,429 2.30% 2.89% 16,470,984
1988 16,470,984 3.04% 2.31% 17,363,748
1989 17,363,748 3.93% 2.51% 18,499,102
1990 18,499,102 4.98% 2.41% 19,888,387
1991 19,888,387 4.21% 2.73% 21,291,500
1992 21,291,500 4.14% 2.71% 22,773,855
1995 24,215,857 0.07% 1.43% 24,579,583
1996 24,579,583 4.72% 1.31% 26,076,930
1997 26,076,930 4.67% 1.58% 27,725,979
1998 27,725,979 4.67% 1.35% 29,412,563
1999 29,412,563 4.15% 1.81% 31,187,645
2000 31,187,645 4.53% 1.66% 33,141,613
2001 33,141,613 4.91% 1.73% 35,370,368
2002 35,370,368 7.82% 1.81% 38,826,598
2003 38,826,598 -1.27% 1.83% 39,035,003
2004 39,035,003 2.31% 4.27% 41,642,009
2005 41,642,009 3.28% 7.70% 46,319,473
2006 46,319,473 5.26% 9.88% 53,572,958
2007 53,572,958 3.96% 7.69% 59,974,926
2008 59,974,926 4.42% 7.66% 67,423,812
2009 67,423,812 4.29% 5.57% 74,233,617
2010 74,233,617 0.62% 1.57% 75,866,757
2011 75,866,757 -2.54% 1.64% 75,153,609
2012 75,153,609 2.51% 2.72% 79,136,750
2013 79,136,750 3.77% 1.62% 83,457,617
2014 83,457,617 5.12% 3.95% 91,202,484
2015 91,202,484 -0.23% 1.21% 92,087,148
2016 92,087,148 3.82% 2.22% 97,722,881
2017 97,722,881 5.37% 1.59% 104,602,572
2018 104,602,572 3.69% 1.53% 110,125,588
2019 110,125,588 3.67% 1.44% 115,819,081
2020 115,819,081 3.85% 1.37% 121,934,328
2021 121,934,328 3.73% 0.74% 127,409,179
2022 127,409,179 5.73% 0.90% 135,920,112
2023 135,920,112 7.55% 0.31% 146,630,617

CITY OF INDIO

APPROPRIATIONS LIMIT CALCULATION
Exhibit C1Page 11 of 19
AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 670 of 1168 Revised Exhibit D to Resolution No. 10305
1 RESOLUTION NO. 10305

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO

APPROVING A CITY-WIDE CLASSIFICATION AND COMPSENSATION

PLAN AND AUTHORIZING THE CITY MANAGER TO IMPLEMENT THE
SAME EFFECTIVE JULY 1, 2022.

WHEREAS, the City of Indio (“City”) currently maintains an approved salary schedule for all employees;
WHEREAS, the City's Classification and Compensation Plan requires updating to reflect the current base salary as well as the adjusted base salary effective July 1, 2022 for job classifications on a city-wide basis;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO HEREBY FINDS, DETERMINES AND ORDERS AS FOLLOWS:

Section 1.The City Council hereby approves and adopts the updated City Classification and Compensation Plan for all employees city-wide attached to this Resolution as Exhibit D1. The updated Classification and Compensation Plan for Fiscal Year 2022-2023 shall supersede all prior City salary schedules approved for this period, including any schedule previously adopted by City Council resolution.

Section 2. The City Council hereby amends Resolution No. 10232 to delete the position of Director of Communications and Marketing from the "at-will" employee group.

Section 3. The City Manager or his the designee is authorized to implement the attached Classification and Compensation Plan and amend it periodically, including the underlying class specifications, as may be necessary to accommodate a change in duties, assignments, titles, classifications, essential functions, qualifications or because of reorganization or consolidation as well as to implement provisions of the City’s negotiated labor agreements (Memorandum of Understandings), the Management, Confidential, and Unrepresented Resolution, and the At-Will Employees Resolution.

Section 4. Certification. The City Clerk shall certify to the adoption of this resolution.
/ / /
/ / /
/ / /
/ / /

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 671 of 1168 Revised Exhibit D to Resolution No. 10305
2 / / /
PASSED, APPROVED AND ADOPTED this 15th day of June, 2022. ________________________

WAYMOND FERMON
MAYOR
ATTEST:
_________________________

CYNTHIA HERNANDEZ, CMC

CITY CLERK

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 672 of 1168 Revised Exhibit D to Resolution No. 10305
3 Exhibit D1
Classification & Compensation Plan for
Fiscal Year 2022-2023 Effective as of
07/01/2022
Current
Changes
(effective
7/01/2022)
Monthly Salary Unit
Job Class Grade Status Grade Status Min $ Max $
Accountant 218 Active 5,639.65 8,332.34 MCU
Accounting Technician I 128 Active 3,600.04 5,318.89 ICEA Accounting Technician II 148 Active 3,977.68 5,876.85 ICEA Administrative Assistant 148 Active 3,977.68 5,876.85 ICEA Administrative Services Manager 281 Active 7,721.74 11,408.52 MGMT Assistant City Manager/Director of Finance 360 Active 390 Active 13,313.33 19,669.83 At-Will Asst. Gen. Mgr./Eng. & Water Resources 323 Active 323 Inactive 9,661.16 14,273.93 MGMT Assistant Engineer 222 Active 5,753.30 8,500.26 SEIU Assistant Planner 196 Active 5,053.58 7,466.44 SEIU Assistant Police Chief (1) 346 Active 360 Active 11,463.17 16,936.31 At-Will Associate Engineer 242 Active 6,356.79 9,391.86 SEIU Associate Planner 216 Active 5,583.68 8,249.65 SEIU Building Inspector I 183 Active 4,736.31 6,997.71 SEIU Building Inspector II 203 Active 5,233.12 7,731.71 SEIU Building Inspector Supervisor 218 Active 5,639.65 8,332.34 MGMT Chief Building Official 323 Active 340 Active 10,363.63 15,311.80 At-Will Chief of Police (1) 360 Active 390 Active 13,313.33 19,669.83 At-Will City Clerk Administrator 260 Active 360 Active 11,463.17 16,936.31 At-Will City Clerk Specialist 168 Active 4,394.91 6,493.28 UNREP City Engineer 333 Active 340 Active 10,363.63 15,311.80 At-Will City Manager 999 Active 529 Active 21,416.67 By Contract Exec Code Enforcement Aide 94 Active 3,038.52 4,489.27 ICEA Code Enforcement Manager 281 Active 7,721.74 11,408.52 MGMT Code Enforcement Officer I 154 Active 4,098.51 6,055.36 ICEA Code Enforcement Officer II 174 Active 4,528.40 6,690.52 ICEA Code Enforcement Supervisor 218 Active 5,639.65 8,332.34 MGMT Code Enforcement Technician 114 Active 3,357.26 4,959.86 ICEA Community Improvement Aide 78 Active 2,805.46 4,144.95 ICEA Community Program Administrator 161 Active 4,244.10 6,270.48 UNREP Community Program Aide 19 Active 2,090.29 3,088.17 P/T Community Program Assistant 121 Active 3,476.52 5,136.41 ICEA Community Service Officer I 113 Active 3,737.10 5,521.39 IPOA Community Service Officer II 133 Active 4,129.11 6,100.57 IPOA Community Services Manager 281 Active 7,721.74 11,408.52 MGMT Crime Analyst I 133 Active 4,129.11 6,100.57 IPOA Crime Analyst II 153 Active 4,562.23 6,740.49 IPOA Crime Scene Specialist 173 Active 5,040.78 7,447.52 IPOA Deputy City Manager 346 Active 370 Active 12,049.40 17,802.44 At-Will Development Analyst 208 Active 5,365.28 7,926.95 UNREP Development Services Manager 296 Active 8,321.57 12,294.76 MGMT Director of Community Development 346 Active 360 Active 11,463.17 16,936.31 At-Will Director of Economic Development 346 Active 360 Active 11,463.17 16,936.31 At-Will Director of Human Resources & Risk Mgmt 346 Active 360 Active 11,463.17 16,936.31 At-Will Director of Information Technology 323 Active 360 Active 11,463.17 16,936.31 At-Will Director of Public Works 346 Active 360 Active 11,463.17 16,936.31 At-Will

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 673 of 1168 Revised Exhibit D to Resolution No. 10305
4 Economic Development Manager 281 Active 7,721.74 11,408.52 UNREP Job Class Grade Status Grade Status Min Max Unit
Emergency Operations Center Mgr 281 Active 7,721.74 11,408.52 UNREP Engineering Technician I 141 Active 3,841.19 5,675.19 ICEA Engineering Technician II 161 Active 4,244.10 6,270.48 ICEA Environmental Programs Coordinator 258 Active 6,884.86 10,172.08 UNREP Equipment Operator I 138 Active 3,784.14 5,590.91 ICEA Equipment Operator II 158 Active 4,181.09 6,177.37 ICEA EXEC Assistant to the Chief of Police 195 Active 5,028.44 7,429.30 CONF EXEC Assistant to the City Manager 200 Active 5,155.42 7,616.90 CONF Facilities Maintenance Worker I 118 Active 3,424.88 5,060.12 ICEA Facilities Maintenance Worker II 138 Active 3,784.14 5,590.91 ICEA Finance Manager 281 Active 7,721.74 11,408.52 MGMT Finance Technician I 128 Active 3,600.04 5,318.89 ICEA Finance Technician II 148 Active 3,977.68 5,876.85 ICEA Fleet Mechanic I 138 Active 3,784.14 5,590.91 ICEA Fleet Mechanic II 158 Active 4,181.09 6,177.37 ICEA Fleet Mechanic Supervisor 228 Active 5,928.07 8,758.46 UNREP Fleet Services Operations Manager 281 Active 7,721.74 11,408.52 MGMT General Manager, Indio Water Authority 346 Active 360 Active 11,463.17 16,936.31 At-Will GIS Coordinator 204 Active 5,259.29 7,770.38 SEIU GIS Technician 161 Active 4,244.10 6,270.48 ICEA Graffiti Control Worker 118 Active 3,424.88 5,060.12 ICEA Greeter/Receptionist 74 Active 2,750.05 4,063.08 P/T Housing and Neighborhood Service Manager 281 Active 7,721.74 11,408.52 MGMT Housing Technician 141 Active 3,841.19 5,675.19 ICEA Human Resources Analyst 225 Active 5,840.02 8,628.37 CONF Human Resources Clerk 148 Active 3,977.68 5,876.85 CONF Human Resources Specialist 169 Active 4,416.89 6,525.76 CONF Information Technology Analyst 181 Active 4,689.30 6,928.24 CONF Information Technology Business Analyst 201 Active 5,181.19 7,655.00 CONF Information Technology Support Technician 165 Active 4,329.66 6,396.85 ICEA Intern 19 Active 2,090.29 3,088.31 PT
IWA Accountant 218 Active 5,639.65 8,332.34 UNREP IWA Accounting Technician I 128 Active 3,600.04 5,318.89 IWAEA IWA Accounting Technician II 148 Active 3,977.68 5,876.85 IWAEA IWA Administrative Coordinator 200 Active 218 Active 5,639.65 8,332.34 UNREP IWA Administrative Secretary 148 Active 3,977.68 5,876.85 IWAEA IWA Asset Management Coordinator 218 Active 5,639.65 8,332.34 IWAEA IWA Assistant Water Engineer (P/T) 211 Active 5,446.15 8,046.43 PT IWA Associate Water Engineer 242 Active 6,356.79 9,391.86 SEIU IWA Conservation and Outreach Coordinator 258 Active 6,884.86 10,172.08 UNREP IWA Conservation Specialist 123 Active 3,511.37 5,187.90 IWAEA IWA Customer Service Technician I 114 Active 3,357.26 4,959.86 IWAEA IWA Customer Service Technician II 144 Active 3,899.09 5,760.75 IWAEA IWA Data & Systems Manager 233 Active 6,077.77 8,979.62 MGMT IWA Engineering Water Technician I 145 Active 3,918.60 5,789.55 IWAEA IWA Engineering Water Technician II 165 Active 4,329.66 6,396.85 IWAEA IWA IT Support Technician 161 Active 4,244.10 6,270.48 ICEA IWA Junior Engineer 204 Active 5,259.29 7,770.38 SEIU

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 674 of 1168 Revised Exhibit D to Resolution No. 10305
5 IWA Management Analyst 188 Active 4,855.92 7,174.40 UNREP IWA Office Assistant 84 Active 2,890.68 4,270.85 IWAEA Job Class Grade Status Grade Status Min Max Unit
IWA Operations Manager 296 Active 8,321.57 12,294.76 MGMT IWA Operations Supervisor 250 Active 6,615.57 9,774.21 SEIU IWA Principal Water Engineer 292 Active 8,157.20 12,051.89 MGMT IWA Receptionist 205 Active 5,285.60 7,809.24 IWAEA IWA Senior Accounting Technician 168 Active 4,394.91 6,493.28 IWAEA IWA Senior Customer Service Tech 164 Active 4,308.09 6,365.01 IWAEA IWA Senior Water Mgmt Analyst 228 Active 5,928.07 8,758.46 UNREP IWA Senior Water Treatment Plant Operator 205 Active 5,285.60 7,809.24 IWAEA IWA Senior Water Utility Specialist 178 Active 4,619.64 6,825.33 IWAEA IWA Senior Water Utility Worker 164 Active 4,308.09 6,365.01 IWAEA IWA Water Conservation Specialist 128 Active 3,600.04 5,318.89 IWAEA IWA Water Operations Inspector I 183 Active 4,736.31 6,997.71 IWAEA IWA Water Operations Inspector II 204 Active 5,259.29 7,770.38 IWAEA IWA Water Programs Specialist 178 Active 4,619.64 6,825.33 IWAEA IWA Water Services Supervisor 228 Active 5,928.07 8,758.46 SEIU IWA Water Treatment Plant Operator I 165 Active 4,329.66 6,396.85 IWAEA IWA Water Treatment Plant Operator II 185 Active 4,783.78 7,067.83 IWAEA IWA Water Utility Specialist 158 Active 4,181.09 6,177.37 IWAEA IWA Water Utility Worker I 118 Active 3,424.88 5,060.12 IWAEA IWA Water Utility Worker II 138 Active 3,784.14 5,590.91 IWAEA Management Aide 178 Active 4,619.64 6,825.33 UNREP Management Analyst 208 Active 5,365.28 7,926.95 UNREP Manager of Engineering & Water Resources 311 Active 8,968.02 13,249.85 MGMT Manager of Finance & Customer Service 281 Active 7,721.74 11,408.52 MGMT Network Administrator 233 Active 6,077.77 8,979.62 SEIU Office Assistant 84 Active 2,890.68 4,270.85 ICEA Park & Landscape Inspector I 138 Active 3,784.14 5,590.91 ICEA Park & Landscape Inspector II 153 Active 4,078.10 6,025.22 ICEA Park & Landscape Supervisor 228 Active 5,928.07 8,758.46 SEIU Parks & Facilities Manager 261 Active 6,988.66 10,325.42 MGMT Parks & Facilities Project Coordinator 201 Active 5,181.19 7,655.00 UNREP Payroll Coordinator 195 Active 5,028.44 7,429.30 CONF Payroll Specialist 169 Active 169 Inactive 4,416.89 6,525.76 CONF Permit Technician I 135 Active 3,727.95 5,507.89 ICEA Permit Technician II 155 Active 4,118.98 6,085.62 ICEA Planning Technician I 141 Active 3,841.19 5,675.19 ICEA Planning Technician II 161 Active 4,244.10 6,270.48 ICEA Plans Examiner 224 Active 5,810.97 8,585.46 SEIU Police Administrative Officer 241 Active 6,325.16 9,345.15 MGMT Police Corporal 231 Active 6,731.79 9,945.90 IPOA Police Dispatch Supervisor 193 Active 4,978.51 7,355.53 MGMT Police Dispatcher I 133 Active 4,129.11 6,100.57 IPOA Police Dispatcher II 153 Active 4,562.23 6,740.49 IPOA Police Lieutenant 311 Active 10,032.64 14,822.78 PCU Police Officer 211 Active 6,092.68 9,001.66 IPOA Police Officer Trainee 184 Active 5,325.08 7,867.55 PT Police Sergeant 281 Active 8,638.40 12,762.86 PCU

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 675 of 1168 Revised Exhibit D to Resolution No. 10305
6 Police Training Specialist 163 Active 4,286.66 6,333.35 UNREP Principal Civil Engineer 288 Active 7,996.08 11,813.85 MGMT Principal Human Resources Analyst 281 Active 7,721.74 11,408.52 CONF Job Class Grade Status Grade Status Min Max Unit
Principal Planner 284 Active 7,838.13 11,580.49 UNREP Principal Water Management Analyst 258 Active 6,884.86 10,172.08 UNREP Project Construction Manager 271 Active 7,346.06 10,853.47 MGMT Property & Evidence Officer I 133 Active 4,129.11 6,100.57 IPOA Property & Evidence Officer II 153 Active 4,562.23 6,740.49 IPOA Public Works Administrative Coordinator 201 Active 218 Active 5,639.65 8,332.34 UNREP Public Works Inspector I 184 Active 4,759.99 7,032.68 ICEA Public Works Inspector II 204 Active 5,259.29 7,770.38 ICEA Records Specialist I 94 Active 3,038.52 4,489.27 ICEA Records Specialist II 114 Active 3,357.26 4,959.86 ICEA Records Supervisor 167 Active 4,373.04 6,460.96 MGMT Senior Accountant 241 Active 6,325.16 9,345.15 UNREP Senior Accounting Technician 168 Active 4,394.91 6,493.28 ICEA Senior Administrative Assistant 195 Active 5,028.44 7,429.30 ICEA Senior Building Permit Technician 168 Active 4,394.91 6,493.28 SEIU Senior Code Enforcement Officer 194 Active 5,003.42 7,392.33 ICEA Senior Economic Development Analyst 244 Active 6,420.51 9,486.03 UNREP Senior Engineer 269 Active 7,273.15 10,745.74 UNREP Senior Equipment Operator 178 Active 4,619.64 6,825.33 ICEA Senior Facilities Maintenance Worker 158 Active 4,181.09 6,177.37 ICEA Senior Finance Technician 168 Active 4,394.91 6,493.28 CONF Senior Fleet Mechanic 178 Active 4,619.64 6,825.33 ICEA Senior Planner 244 Active 6,420.51 9,486.03 UNREP Senior Records Specialist 134 Active 3,709.39 5,480.45 ICEA Senior Street Maintenance Worker 138 Active 3,784.14 5,590.91 ICEA Senior Water Engineer 262 Active 7,023.59 10,377.05 UNREP SPI Community Outreach Coordinator 186 Active 4,807.72 7,103.19 PT Street Maintenance Supervisor 228 Active 5,928.07 8,758.46 SEIU Street Maintenance Worker I 98 Active 3,099.75 4,579.74 ICEA Street Maintenance Worker II 118 Active 3,424.88 5,060.12 ICEA Supervising Plans Examiner 274 Active 7,456.79 11,017.06 MGMT Supervising Traffic Signal Technician 238 Active 6,231.25 9,206.38 SEIU Traffic Signal Technician I 160 Active 4,222.99 6,239.29 ICEA Traffic Signal Technician II 180 Active 4,665.96 6,893.77 ICEA (1) Does not include potential POST Certificate Pay at 5% for Advanced Cert or 10% for Advanced and Manamgement Certs

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 676 of 1168

Attachment E
RESOLUTION NO. 2022-13

A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY
OF INDIO, CALIFORNIA, ADOPTING THE FISCAL YEAR 2022-
2023 OPERATING BUDGET
WHEREAS, the Housing Authority of the City of Indio in conjunction with the City of Indio held budget study sessions on May 4 and May 18, 2022 to consider a proposed 2022-2023 budget, with a term commencing on July 1, 2022 and ending June 30, 2023; and,
WHEREAS, the annual budget as introduced reflects total appropriations of $243,057 and no fund balance utilized.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO,
CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

Section 1.Based upon the true and correct recitals above incorporated by this reference herein the recommended 2022-2023 budget for the Housing Authority of the City of Indio, as detailed in the budget document entitled “City of Indio, California, Recommended Budget, Fiscal Year 2022-2023,” filed with the City Clerk, and summarized as follows: Fiscal Year 2022-2023, Budget: Two Hundred Forty-Three Thousand and Fifty-Seven Dollars ($243,057), is hereby approved and adopted as the operating and capital budget for the City of Indio for Fiscal Year 2022-2023, beginning July 1, 2022.

Section 2.The Housing Authority recognizes that the proposed 2022-2023 budget will require adjustments from time to time, and accordingly, the City Manager is authorized to redistribute allocated budgeted amounts within a department.

Section 3. This resolution shall take effect immediately.

Section 4. The City Clerk shall certify to the adoption of this resolution.

PASSED, APPROVED AND ADOPTED this 15 th day of June, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 677 of 1168

Attachment E
________________________________

WAYMOND FERMON, MAYOR
ATTEST:
________________________________

CYNTHIA HERNANDEZ, CMC

CITY CLERK
APPROVED AS TO FORM:
________________________________
ROXANNE M. DIAZ

CITY ATTORNEY

AGENDA ITEM #9.3
City Resolutions Nos. 10302, 10303, 10304, 10305 and Indio Housing Autho... Page 678 of 1168 City of Indio
City Council
June 15, 2022

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Rob Rockwell, Asst. City Manager & Dir. Of Finance Subject: Adoption of Resolution No. 10310 of City Council of the City of Indio and Resolution No. 2022-13 of the Board of Directors of the Indio Public Financing Authority, each authorizing the issuance and sale of Lease Revenue Bonds, Series 2022B Series and 2022A capital of financing the certain , for improvements and the refinancing of outstanding lease revenue bonds previously issued in 2012.

RECOMMENDATION:

That the City Council adopt Resolution 10301 authorizing the financing of public improvements and approving a lease agreement and related documents and actions; and that the Indio Public Finance Authority Directors Resolution adopt of Board 2022 -public of financing the authorizing 13 improvements and approving a lease agreement and related documents and actions.

SUMMARY:

Approval of the attached resolutions enables the City and the Indio Public Financing Authority to issue:
(i) the Series 2022A Bonds (the “2022A Bonds”) to finance certain capital improvements, including but not limited to a new fire station no. 1, a new di spatch center, and a new public safety services building; and (ii) the Series 2022B Bonds (the “2022B Bonds” and, together with the 2022A Bonds, the “Bonds”) to finance certain capital improvements, including but not limited to a new city hall, and a new library building, and to refinance for debt service savings the outstanding lease revenue bonds previously issued in 2012.

BACKGROUND INFORMATION:

Staff recommends the issuance and sale of lease revenue bonds to finance the construction of a public safety services building, a replacement fire station, and a new dispatch center; cumulatively called the Public Safety Campus as well as a new city hall and library.

The Public Safety Campus project began with a large amount of research, including tours of va rious police and fire stations. Holt Architecture was brought on to design and capture the city's vision, while Tilden-Coil Constructors was hired as the construction management team. To complete the campus project, 23 construction vendors were hired by the city. The Public Safety Services building will consist of two stories and have over 22,500 square feet of space to house various public safety employees from Indio Police as well as Indio Fire. The Public Safety Services building is estimated to cost $ 17 million to construct. The new fire station will continue to serve as the headquarters for Indio Fire with a new modern design 14,000 square feet facility designed for front -line firefighters as well as administrative staff. The new Fire Station 86 will include four bays designed to facilitate quick and safe AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 679 of 1168 access both in and out of the building during emergency calls. The new fire station is expected to cost $16.2 million to construct. Lastly, the Dispatch Center will include updated communication equipment for front line 911 dispatchers. The Dispatch Center is expected to be nearly 7,500 square feet and will replace the current modular unit that the Indio Police Dispatch Unit utilizes today. The Dispatch Center is expected to cost $9.6 million to con struct. The Public Safety Campus is expected to be fully operational by Spring 2024.

The City Hall and Library Project consists of the design, construction and furnishing of an approximately 37,000 square foot, three-story City Hall and an approximately 6,500 square foot new Library building, adjacent to a remodeled 2,300 sq ft building (total of approximately 8,800 for the new Library). These two new facilities will be located near their current locations at 100 Civic Center Mall (Assessor’s Parcel Numbers 611-173-012, 611-173-020, and 611-212-041). The City Hall will house the Administrative departments of the City, including the City Manager’s Office, City Attorney’s Office, the City Clerk’s Office, the Finance Department, Public Works and Engineerin g, Human Resources, Risk Management, Information Technology, Community Development, Economic Development, and the Housing Authority. City Hall will also include a multi-purpose City Council Chambers. The Library will be a state -of-the art learning center that will complement the nearby expanding campus on the College of the Desert. Both facilities will include new parking, landscaping and lighting.

In May 2022, the City hired Tilden-Coil Constructors to serve as the construction manager for the City Hall and Library Project pursuant to a construction manager multi -prime contract. Under the construction manager multi-prime contract, Tilden-Coil will oversee the design and construction of the City Hall and Library Project, working with the City’s architec t, Holt Architecture, and contractors to review plans, invoices and change orders. The City will enter into contracts directly with an architect and various contractors for the design and construction of the City Hall and Library Project. The total cost of the City Hall and Library Project is expected to be approximately $55 million. The City currently expects to contribute approximately $1.6 million (primarily for design and other soft costs) to the City Hall and Library Project from available funds. T he design phase of the City Hall and Library Project is currently underway, and construction on the City Hall and Library Project is expected to begin in early 2023, with completion currently expected in late 2024 or early 2025.

The Bonds will be payable from and secured by semi-annual lease payments made by the City to the Authority (and assigned to the Trustee) pursuant to a sublease with respect to the City properties identified in the list below (the “Leased Properties”). Each year’s lease payments are a General Fund obligation of the City, which are appropriated on an annual basis by the City Council. There is no lien upon or pledge of any particular revenues received by the City for the lease payments.

Initial Leased Properties:

• Terra Lago Fire Station No. 5**
• Teen Center
• Police Department Building
• Chamber of Commerce
• Shadow Hills Fire Station No. 4**
• City Hall
• Berger Building
• Burr Street Park
• Senior Center *
• North Jackson Park *
• Indio Sports Park *

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 680 of 1168 • South Jackson Park *
• Miles Avenue Park *
*Currently a leased property of the outstanding Lease Revenue Refunding Bonds Series 2012. Assets will be released with the refinancing and will be added as a leased property of the Bonds. **Currently a leased property of the outstanding Lease Revenue Refunding Bonds Series 2016A&B. Assets will be released and will be added as a lease property of the Bonds.

Staff has been in the process of obtaining an underlying credit rating for the Bonds from Standard & Poor’s (“S&P”). The City’s outstanding Lease Revenue Bonds are currently rated ‘A+’ by S&P.

Additionally, staff, working with its consultants, has been in the process of obtaining municipal bond insurance (rated ‘AA’ by S&P) and a debt service reserve fund suret y for the Bonds. It is anticipated that all or a portion of the Bonds will obtain a municipal bond insurance policy and/or a debt service reserve fund surety.

Information regarding the City’s General Fund and related risks are disclosed to investors in the offering document for the Bonds (i.e., Preliminary Official Statement). If both 2022A Bonds and 2022B Bonds obtain municipal bond insurance, the Bonds will be combined into a single series and will be sold concurrently, using one common Preliminary Of ficial Statement, Continuing Disclosure Agreement and Bond Purchase Agreement (the “Financing Documents”). If only one series obtains municipal bond insurance, then the 2022A Bonds and 2022B Bonds will utilize separate Financing Documents. To provide for f lexibility, separate Financing Documents are provided to City Council and the Authority for approval. Further discussion of the legal and disclosure documents is provided below.

Series 2012 Refinancing:

As mentioned above, there is an opportunity to refinance the outstanding Lease Revenue Bonds Series 2012 Bonds for savings. In October 2012, the City through the Indio Public Financing Authority, sold the Lease Revenue Refunding Bonds Series 2012 in the total principal amount of $24,500,000, which were ori ginally issued to refinance the Authority’s 2007 Lease Revenue Bonds. The Series 2012 Bonds are currently outstanding in the principal amount of $17,275,000 with a fixed interest rate averaging approximately 4.79%. While the Series 2012 Bonds’ final maturity is November 1, 2037, the Series 2012 Bonds are eligible to be prepaid, in full, with no prepayment penalty beginning on November 1, 2022. Based on market conditions as of May 24, 2022, the City would save approximately $1.3 million in net gross total sa vings over the term of the allocable portion of the Series 2022B Bonds. Total net present value savings are estimated at $519,268 or approximately 3.0%. The refinancing portion of the Series 2022B Bonds will not extend the existing final term. The refinancing, however is necessary to free up existing property needed to secure the Series 2022B Bonds. The following table depicts the projected annual savings on a fiscal year basis through the end of the allocable portion of the Series 2022B Bonds.

AGENDA ITEM #9.4
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Bond Sizing (Not-to-Exceed Amounts):

In order to authorize the sale of the Bonds, staff must provide not -to-exceed amounts in the City Resolution and the Authority Resolution. In order to provide staff with maximum flexibility in determining the optimal size of the Bonds, staff requests: a no t to exceed principal amount of $145,000,000; a not to exceed true interest cost of 5.75%; and a not to exceed Underwriters’ discount of 0.20%. These limits have been included in the City Resolution and Authority Resolution to create a reasonable amount of flexibility for the City and the Authority, even though the final principal amount, true interest cost and underwriters’ discount are anticipated to be less.

Good Faith Estimates:

The good faith estimates discussed below, with respect to the Bonds, are provided in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided by Fieldman, Rolapp & Associates, Inc., the City’s Municipal Advisor, in consultation with the Underwriters and are based on assumptions of the estimated principal amount of the Bonds and on market interest rates prevailing at the time the estimate is prepared. The estimates reflect the combined totals for the Bonds, as follows:

Principal Amount: The Municipal Advisor informed the City that based on the City’s financing plan and current market conditions, the good faith estimate of the aggregate principal amount of the Bonds to be sold (the Estimated Principal Amount) is $131,210,000.

True Interest Cost of the Bonds : The Municipal Adviso r informed the City that its good faith estimate of the true interest cost of the Bonds, which is the rate necessary to discount the amounts payable on the respective principal and interest payment to the purchase price received for the Bonds, is 4.759%.

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 682 of 1168 Finance Charge of the Bonds : The Municipal Advisor informed the City that its good faith estimates of the finance charge for the Bonds, which is the sum of all fees and charges paid to third parties, or costs associated with the Bonds, is $1,272,701. Such fees and charges include fees for bond and disclosure counsel, municipal advisor, appraiser, escrow verification, trustee, rating agency, title insurance, municipal bond insurance, debt service reserve policy, printing and underwriting.

Detailed estimates of these fees for each party are below:
• Underwriting: $247,987 (0.189% of par)
• Municipal Bond Insurance: $511,578
• Debt Service Reserve Policy: $110,621
• City of Indio Staff Time: $0
• City of Indio Counsel: $6,000
• Bond/Disclosure Counsel: $100,000
• Municipal Advisor: $71,000
• Trustee & Trustee’s Counsel: $14,750
• Title Insurance: $80,000
• Dissemination Agent: $1,500
• Appraiser: $20,000
• Rating Agency (S&P): $75,750
• Escrow Verification: $1,750
• Printing: $2,000
• Statistics: $1,750
• Contingency: $29,016
These fees are all paid for with bond proceeds.

Amount of Proceeds to be Received: The Municipal Advisor informed the City that its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds—less s the finance charge of the Bonds, as estimated above, and any reserves funded with proceeds of the Bonds—is $122,051,283.

Total Payment Amount : The Municipal Advisor informed the City that its good faith estimate of the total payment amount of all payments the City will make to pay debt service on the Bonds calculated to the final maturity of the Bonds is $244,402,726.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the tr ue interest costs, the finance charges, the amount of proceeds received, and the total payment amount may differ from such good faith estimates due to:

1. The actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates;

2. The actual principal amount of the Bonds sold being different from the Estimated Principal Amount;

3. The actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates;

4. The actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates;

5. Other market conditions; or

6. Alterations in the City’s financing plan, delays in the financing, additional legal work (including federal tax law due diligence), or a combination of such factors.

AGENDA ITEM #9.4
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The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City and the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates and amortization of the Bonds will depend on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the control of the City and the Authority. If market rates change so that t he transaction is no longer financially beneficial, the City and the Authority can terminate the transaction at any time before the Bonds are sold to the Underwriters.

Bond Financing Legal Structure and Documents to be Approved by the City Council and th e Indio Public Financing Authority:

Legal Structure: The Authority is the issuer of the proposed Bonds. In connection with the issuance of the Bonds, the City will enter into a Ground Lease with the Authority, pursuant to which the City will lease certain City-owned property (Leased Property), to the Authority. Under a Lease Agreement, the Authority will lease the Leased Property back to the City. Under the Lease Agreement, the City will agree to make rental payments to the Authority for the beneficial use and occupancy of the Leased Property. Such rental amounts will be calculated to be sufficient in time and amount to pay the debt service payments on the Bonds. Pursuant to an Assignment Agreement, the Authority will assign certain rights under the Lease A greement to U.S. Bank Trust Company, N.A., as trustee (the “Trustee”) for the Bonds, including the right to receive the rental payments under the Lease Agreement. Due to the fact the Series 2022A Bonds will be secured by lease payments on the yet to be completed Public Safety Campus, the City will be required to fund capitalized interest on the Series 2022A through June 1, 2025, which represents the expected time period of construction (24 months) plus an additional 12 months.

The Bonds will be issued p ursuant to an Indenture of Trust to be entered into among the City, the Authority and the Trustee, which will govern certain key terms of the Bonds including, repayment dates, redemption terms, interest rate and rights and remedies of Bond owners.

The foregoing legal documents are drafted to allow for the issuance of additional series of bonds to finance subsequent phases of the Projects and/or other City improvements. The issuance of additional bonds will be subject to City Council and Authority approval. In addition, the foregoing legal documents allow for the substitution of property in place of the initial Leased Property, subject to certain conditions.

Disclosure Documents: Staff and the City’s financing team have prepared Preliminary Official Statements in connection with the offering of the Bonds. The Preliminary Official Statements present material information relating to the Bonds and the City’s finances and operations a nd will be used in the offering of the Bonds to potential investors.

The United States Securities Exchange Commission has stated that elected officials have certain responsibilities under federal securities law. If City Council members during their revie w of the Preliminary Official Statements determine that it contains any material false statements or omissions of material information, they should bring this to the attention of staff.

To comply with federal securities law, the City will enter into Cont inuing Disclosure Agreements in connection with the issuance of the Bonds. Under the Continuing Disclosure Agreements, the City will agree to annually provide certain financial information relating to the City and notices of certain enumerated events to the market. Such information will be provided through the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website.

AGENDA ITEM #9.4
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FINANCIAL SUMMARY:

Current FY Financial
Impact:
$0 In current year budget: N/A
Current FY General
Fund Impact:
$0 Budget adjustment: N/A
Next FY Financial
Impact:
$3,378,903 Strategic Objective: Community Infrastructure Source of funds: General Fund & Development
Impact Fee Revenue Fund-Org-Object
Reference:

Various

Additional Financial Details:

Debt service payment on the Bonds is a liability of the General Fund. Debt service payments will be made over thirty years in semi-annual payments and will be due semi-annually on November 1st and May 1st of each year with the first payment due on November 1, 2022. The estimated annual debt service of the 2022 Bonds is provided in the table below.

All financing-related costs will be paid from Bond proceeds.

The estimated annual payment for the new money borrowing, covering the cost of the Publ ic Safety Campus, city hall, and a library, is $7.6 million, excluding payments for the first three years (the capitalized interest period) that range from $2 -4.5 million a year. The estimated annual payment on the 2012 bond refunding is $1.36 million, saving the city about $185,000 a year and $1.36 million over the remaining 16-year term.

While no specific General Fund revenue source is dedicated to paying debt, the city's capacity to pay future bond debt is conceptually reliant on availability of Meas ure X sales tax revenue. Measure X receipts have historically been dedicated for one -time capital expenditures, like road maintenance, except for $1.2 million used to pay existing 2016 bond debt. For FY 2022/23, Measure X sales tax receipts are expected to total $15.6 million. Actual receipts will fluctuate with the economy; however, assuming Measure X revenue is used to cover 2016 bond debt ($1.2 million) and the average 2022 bond debt (Series A & B), approximately $6.8 million will remain available annu ally for other city priorities such as road rehabilitation. As sales tax revenue increases, so will the amount of discretionary Measure X resources for capital projects.

AGENDA ITEM #9.4
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ATTACHMENTS:

Att A City Reso 2022 LRB
Att B Authority Reso 2022 LRB
Att C Indenture 2022A LRB
Att D Ground Lease 2022A LRB
Att E Lease Agreement 2022A LRB
Att F Assignment Agreement 2022A LRB
Att G Bond Purchase Agreement 2022A LRB
Att H POS 2022A LRB
Att H&O Appendix A
Att I Indenture 2022B LRB
Att J Ground Lease 2022B LRB

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 686 of 1168 Att K Lease Agreement 2022B LRB
Att L Assignment Agreement 2022B LRB
Att M Bond Purchase Agreement 2022B LRB
Att N 2012 Bonds Escrow Agreement LRB
Att O POS 2022B LRB

APPROVAL(S):

Roxanne Diaz, City Attorney Approved - 09 Jun 2022
Rob Rockwell, Asst. City Manager & Dir. Of Finance Approved - 09 Jun 2022 Bryan H. Montgomery, City Manager Approved - 09 Jun 2022

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 687 of 1168 Attachment A
Stradling Yocca Carlson & Rauth
Draft of 6/8/22
1 4864-8873-4748v5/200973-0001
RESOLUTION NO. 10301

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO, CALIFORNIA

AUTHORIZING THE EXECUTION AND DELIVERY OF GROUND LEASES, LEASE

AGREEMENTS, INDENTURES, CONTINUING DISCLOSURE AGREEMENTS, AN

ESCROW AGREEMENT AND BOND PURCHASE AGREEMENTS IN CONNECTION

WITH THE ISSUANCE BY THE INDIO PUBLIC FINANCING AUTHORITY OF LEASE

REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $145,000,000,

AUTHORIZING THE DISTRIBUTION OF OFFICIAL STATEMENTS IN CONNECTION

WITH THE OFFERING AND SALE OF SUCH BONDS, AND AUTHORIZING THE

EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
WHEREAS, the City of Indio, California (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”);
WHEREAS, the City desires to prepay certain lease obligations entered into in connection with the Indio Public Financing Authority’s (the “Authority”) outstanding Indio Public Financing Authority Lease Revenue Refunding Bonds, Series 2012 (Public Capital Improvements) (the “2012 Bonds”);
WHEREAS, the City also desires to finance the costs of the acquisition, construction and/or installation of a new City public safety campus (the “Public Safety Project”) and City Hall (the “City Hall Project” and, together with the Public Safety Project, the “Projects”) and related improvements, facilities and equipment;
WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Indio Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “2022A Bonds”) for the purpose of financing the Public Safety Project;
WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Indio Public Financing Authority Lease Revenue Bonds, Series 2022B” (the “2022B Bonds” and, together with the 2022A Bonds, the “Bonds”) for the purpose of refunding the 2012 Bonds and the City’s lease obligations entered into in connection therewith, and financing the City Hall Project; WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into two separate Ground Leases between the City and the Authority (the “Ground Leases”) pursuant to which the City will lease certain real property (which real property shall consist of assets generally described as Fire Station # 5, the Teen Center, the Police Department Building, the Chamber of Commerce Building, Fire Station #4, City Hall, the Berger Building, Burr Street Park, the Senior Center Building, North Jackson Park, Indio Sports Park, South Jackson Park, Miles Avenue Park, the Public Safety Project and the City Hall and Library Project (“Leased Assets”) to the Authority, and two separate Lease Agreements between the City and the Authority (the “Lease Agreements”), pursuant to which the City will lease the applicable Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreements), which are

AGENDA ITEM #9.4
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2 4864-8873-4748v5/200973-0001
pledged to the owners of the applicable series of Bonds by the Authority pursuant to two separate Indentures by and among U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the City and the Authority (the “Indentures”); WHEREAS, in order to facilitate the refunding of the 2012 Bonds, the City, the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) will enter into an Escrow Agreement (the “Escrow Agreement”); WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; WHEREAS, the City and the Authority have selected the underwriters named in the Bond Purchase Agreements (as defined below), with Piper Sandler & Co., as representative of itself and Stifel, Nicolaus & Company, Incorporated (together, the “Underwriters”), of the Bonds and, in connection therewith, to purchase the Bonds from the Authority pursuant to two separate Bond Purchase Agreements (the “Bond Purchase Agreements”);
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), requires that, in order to be able to purchase or sell the Bonds, the Underwriters thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain enumerated events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a Continuing Disclosure Agreement (the “Continuing Disclosure Agreements”) with Willdan Financial Services, as dissemination agent for each series of the Bonds; WHEREAS, a form of the Preliminary Official Statement with respect to each series of Bonds (the “Preliminary Official Statements”) has been prepared; WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this resolution, held a public hearing on the financing of the Projects with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 100 Civic Center Mall, Indio, California on June 15, 2022;
WHEREAS, notice of such hearing was published once in The Desert Sun, a newspaper of general circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act);
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the

AGENDA ITEM #9.4
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3 4864-8873-4748v5/200973-0001
consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

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

1. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, the City Council hereby finds and determines that there are significant public benefits to the citizens of the City through the use of the Act to assist the City with respect to the subject matter hereof through the approval of the issuance of the Bonds and otherwise hereunder within the meaning of Section 6586(a)-(d), inclusive, of the Act, in that the issuance of the Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.

2. The forms of the Ground Leases and Lease Agreements, on file with the City Clerk, are hereby approved, and the Mayor of the City (or in his absence, the Mayor Pro Tem), or the City Manager or his designee (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Ground Leases and Lease Agreements in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Leases and Lease Agreements shall terminate no later than November 1, 2052 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.75%.

3. The forms of the Indentures, on file with the City Clerk, are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indentures in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $145,000,000, the final maturity date of the Bonds shall be no later than November 1, 2052, and the true interest cost applicable to the Bonds shall not exceed 5.75%; provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the applicable Bond Purchase Agreement.

4. The form of the Escrow Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof

5. The Bond Purchase Agreements, on file with the City Clerk, are hereby approved and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the acceptance thereof set forth in the Bond Purchase Agreements, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of

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the Bond Purchase Agreements by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters’ discount in excess of 0.20% of the aggregate principal amount of the applicable series of Bonds (not including any original issue discount or premium).

6. The issuance of not to exceed $145,000,000 aggregate principal amount of the Bonds, in one or more series, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the applicable Indenture as finally executed, is hereby approved.

7. The forms of the Preliminary Official Statements, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, are hereby approved, and the use of the Preliminary Official Statements in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statements are deemed final as of their respective dates date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).

8. The preparation and delivery of Official Statements, and their use in connection with the offering and sale of the applicable series of Bonds, is hereby authorized and approved. The Official Statements shall be in substantially the form of the applicable Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statements and any amendment or supplement thereto for and in the name and on behalf of the City.

9. The form of Continuing Disclosure Agreements, on file with the City Clerk, are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to enter into the Continuing Disclosure Agreements with Willdan Financial Services, as dissemination agent, or another third party, as selected by an Authorized Officer, in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced to the execution and delivery thereof.

10. The City Council hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond and Disclosure Counsel, Fieldman, Rolapp & Associates, Inc., as Municipal Advisor, and U.S. Bank Trust Company, National Association as Trustee, each to provide such services to the City as may be required to issue the Bonds. The Authorized Officers are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

11. Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on one or both series of the Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the applicable series of Bonds. Bond Counsel is hereby directed to make all changes to the Indentures, the Ground Leases, the Lease Agreements, the Bond Purchase Agreements, the Continuing Disclosure Agreements, the Preliminary

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Official Statements and the final Official Statements as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.

12. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased Assets, and taking any and all actions with respect to the 2012 Bonds, and all documents relating thereto in order to clear any title exceptions to the Leased Assets. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Furthermore, if the City Manager determines that issuing a single series of Bonds to refund the 2012 Bonds, finance the Public Safety Project and finance the City Hall Project is in the best interests of the City, the Bonds may be issued as a single series of Bonds consistent with the parameters set forth in this Resolution.

13. In accordance with Government Code Section 5852.1, there has been presented to this City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its municipal advisor with respect to the Bonds. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied.

14. This resolution shall take effect immediately upon its passage.

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PASSED, APPROVED AND ADOPTED this 15th of June, 2022, by the following vote:

AYES:

NOES:
_______________________________

WAYMOND FERMON, MAYOR
ATTEST:
________________________________

SABDI SANCHEZ, CITY CLERK

AGENDA ITEM #9.4
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Stradling Yocca Carlson & Rauth
Draft of 6/8/22
1 4882-3415-5292v5/200973-0001
RESOLUTION NO. 2022-13

RESOLUTION OF THE INDIO PUBLIC FINANCING AUTHORITY AUTHORIZING THE

EXECUTION AND DELIVERY OF GROUND LEASES, LEASE AGREEMENTS,

INDENTURES, ASSIGNMENT AGREEMENTS, AN ESCROW AGREEMENT AND BOND

PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF THE INDIO

PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, APPROVING THE

ISSUANCE OF SUCH BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $145,000,000, AUTHORIZING THE

DISTRIBUTION OF OFFICIAL STATEMENTS IN CONNECTION WITH THE

OFFERING AND SALE OF SUCH BONDS, AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS WHEREAS, the City of Indio, California (the “City”) desires to prepay certain lease obligations entered into in connection with the Indio Public Financing Authority’s (the “Authority”) outstanding Indio Public Financing Authority Lease Revenue Refunding Bonds, Series 2012 (Public Capital Improvements) (the “2012 Bonds”);
WHEREAS, the City also desires to finance the costs of the acquisition, construction and/or installation of a new City public safety campus (the “Public Safety Project”) and City Hall and library (the “City Hall and Library Project” and, together with the Public Safety Project, the “Projects”) and related improvements, facilities and equipment; WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “Indio Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “2022A Bonds”) for the purpose of financing the Public Safety Project; and WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “Indio Public Financing Authority Lease Revenue Bonds, Series 2022B” (the “2022B Bonds”) for the purpose of refunding the 2012 Bonds and prepaying the City’s lease obligations entered in connection with the 2012 Bonds, and financing the City Hall and Library Project; and WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into two separate Ground Leases between the City and the Authority (the “Ground Leases”) pursuant to which the City will lease certain real property and improvements thereon (which real property and improvements shall consist of assets generally described as Fire Station # 5, the Teen Center, the Police Department Building, the Chamber of Commerce Building, Fire Station #4, City Hall, the Berger Building, Burr Street Park, the Senior Center Building, North Jackson Park, Indio Sports Park, South Jackson Park, Miles Avenue Park, the Public Safety Project and the City Hall and Library Project (the “Leased Assets”) to the Authority, and two separate Lease Agreements between the City and the Authority (the “Lease Agreements”), pursuant to which the City will lease the applicable Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreements), which are pledged to the owners of the applicable series of Bonds by the Authority pursuant to two separate Indentures by and among U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the City and the Authority (the “Indentures”); and WHEREAS, the Authority and the Trustee desire to enter into two separate Assignment

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Agreements (the “Assignment Agreements”) in order to provide, among other things, that all rights to receive the applicable Base Rental Payments have been assigned without recourse by the Authority to the Trustee;
WHEREAS, in order to facilitate the refunding of the 2012 Bonds, the City, the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) will enter into an Escrow Agreement (the “Escrow Agreement”); WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; WHEREAS, the City and the Authority have selected the underwriters named in the Bond Purchase Agreements (as defined below), with Piper Sandler & Co., as representative of itself and Stifel, Nicolaus & Company, Incorporated (together, the “Underwriters”), of the Bonds and, in connection therewith, to purchase the Bonds from the Authority pursuant to two separate Bond Purchase Agreements (the “Bond Purchase Agreements”);
WHEREAS, a form of the Preliminary Official Statement with respect to each series of Bonds (the “Preliminary Official Statements”) has been prepared; WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this resolution, held a public hearing on the financing of the Projects with the proceeds of the issuance of the Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 100 Civic Center Mall, Indio, California on June 15, 2022;
WHEREAS, notice of such hearing was published once in The Desert Sun, a newspaper of general circulation in the City, at least five days prior to the hearing in accordance with Section 6586.5 of the Act;
WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, THE INDIO PUBLIC FINANCING AUTHORITY DOES HEREBY

RESOLVE, DETERMINE AND ORDER AS FOLLOWS

1. All of the recitals herein contained are true and correct and the Board of Directors so finds. The Board of Directors has determined and hereby finds that the Authority’s assistance in

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financing the Projects by the issuance of the Bonds will result in significant public benefits of the types described in Section 6586 (a) through (d), inclusive, of the Act, in that the issuance of the Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.

2. The forms of the Ground Leases and Lease Agreements, on file with the Secretary of the Authority, are hereby approved, and the Chair and the Executive Director of the Authority, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Ground Leases and the Lease Agreements, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreements and the Ground Leases shall terminate no later than November 1, 2052 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.75%.

3. The forms of the Indentures, on file with the Secretary of the Authority, are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indentures in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $145,000,000, the final maturity date of the Bonds shall be no later than November 1, 2052, and the true interest cost applicable to the Bonds shall not exceed 5.75%; provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the applicable Bond Purchase Agreement.

4. The issuance of not to exceed $145,000,000 aggregate principal amount of the Bonds, in one or more series, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the applicable Indenture as finally executed, is hereby approved.

5. The form of the Assignment Agreements, on file with the Secretary of the Authority, are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreements in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

6. The form of the Escrow Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Escrow Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

7. The Bond Purchase Agreements on file with the Secretary of the Authority are hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreements in substantially said forms, with such changes, insertions and omissions as the Authorized Officer executing the

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same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreements by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriters’ discount in excess of 0.20% of the aggregate principal amount of the applicable series of Bonds (not including any original issue discount or premium).

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

9. The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective investors for the Bonds a reasonable number of copies of the Preliminary Official Statements.

10. The preparation, execution and delivery of Official Statements, and their use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statements shall be in substantially the form of the applicable Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statements and any amendment or supplement thereto for and in the name and on behalf of the Authority.

11. The Board of Directors hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond and Disclosure Counsel, Fieldman, Rolapp & Associates, Inc., as Municipal Advisor, and U.S. Bank Trust Company, National Association as Trustee, each to provide such services to the Authority as may be required to issue the Bonds. The Authorized Officers are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the Bonds.

12. Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on one or both series of the Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the applicable series of Bonds. Bond Counsel is hereby directed to make all changes to the Indentures, the Ground Leases, the Lease Agreements, the Bond Purchase Agreements, the Continuing Disclosure Agreements, the Preliminary Official Statements and the final Official Statements as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.

13. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply

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with the terms and intent of this Resolution, including but not limited to, adding property to, substituting property for, or removing property from the Leased Assets, and taking any and all actions with respect to the 2012 Bonds, and all documents relating thereto in order to clear any title exceptions to the Leased Assets. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified. Furthermore, if the Executive Director determines that issuing a single series of Bonds to refund the 2012 Bonds, finance the Public Safety Project and finance the City Hall Project is in the best interests of the City, the Bonds may be issued as a single series of Bonds consistent with the parameters set forth in this Resolution.

14. In accordance with Government Code Section 5852.1, there has been presented to this Board of Directors in the Staff Report accompanying this Resolution certain good faith estimates provided to the Authority by its municipal advisor with respect to the Bonds. The Board of Directors hereby finds that the requirements of Section 5852.1 have been satisfied.

15. This resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED this 15th of June, 2022, by the following vote:

AYES:

NOES:
_______________________________

WAYMOND FERMON, CHAIR
ATTEST:
________________________________

CYNTHIA HERNANDEZ, SECRETARY

AGENDA ITEM #9.4
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Draft of 5/19/22
4884-5363-5356v3/200973-0001

INDENTURE
by and among

INDIO PUBLIC FINANCING AUTHORITY
and

CITY OF INDIO
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of _____ 1, 2022
Relating to
$___________

INDIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A

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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions .................................................................................................................. 2 Section 1.02 Equal Security .......................................................................................................... 12

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds ............................................................................................ 12 Section 2.02 Terms of Series 2022A Bonds.................................................................................. 12 Section 2.03 Form of Series 2022A Bonds ................................................................................... 14 Section 2.04 Transfer and Exchange of Bonds ............................................................................. 14 Section 2.05 Registration Books ................................................................................................... 14 Section 2.06 Execution of Bonds .................................................................................................. 14 Section 2.07 Authentication of Bonds........................................................................................... 15 Section 2.08 Temporary Bonds ..................................................................................................... 15 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 15 Section 2.10 Book-Entry Bonds .................................................................................................... 16

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2022A Bonds .............................................................................. 17 Section 3.02 Application of Proceeds of the Series 2022A Bonds ............................................... 17 Section 3.03 Costs of Issuance Fund............................................................................................. 18 Section 3.04 Project Fund.............................................................................................................. 18 Section 3.05 Conditions for the Issuance of Additional Bonds..................................................... 18 Section 3.06 Procedure for the Issuance of Additional Bonds...................................................... 20 Section 3.07 Additional Bonds...................................................................................................... 21

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2022A Bonds ........................................................................ 21 Section 4.02 Notice of Redemption............................................................................................... 22 Section 4.03 Selection of Bonds for Redemption ......................................................................... 23 Section 4.04 Partial Redemption of Bonds.................................................................................... 23 Section 4.05 Effect of Notice of Redemption ............................................................................... 23

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations...................................................................................... 23 Section 5.02 Flow of Funds........................................................................................................... 24 Section 5.03 Application of Net Insurance Proceeds .................................................................... 25 Section 5.04 Title Insurance .......................................................................................................... 26 Section 5.05 Reserve Fund ............................................................................................................ 26 Section 5.06 Rebate Fund.............................................................................................................. 27 Section 5.07 Investment of Moneys .............................................................................................. 27

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ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements .................................................................................. 28 Section 6.02 Compliance with Ground Lease and Lease Agreement ........................................... 28 Section 6.03 Observance of Laws and Regulations ...................................................................... 28 Section 6.04 Other Liens ............................................................................................................... 28 Section 6.05 Prosecution and Defense of Suits ............................................................................. 29 Section 6.06 Accounting Records and Statements ........................................................................ 29 Section 6.07 Recordation and Filing ............................................................................................. 29 Section 6.08 Tax Covenants .......................................................................................................... 29 Section 6.09 Continuing Disclosure .............................................................................................. 30 Section 6.10 Further Assurances ................................................................................................... 30

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default ..................................................................................................... 30 Section 7.02 Other Remedies of the Trustee ................................................................................. 30 Section 7.03 Non-Waiver .............................................................................................................. 31 Section 7.04 Remedies Not Exclusive........................................................................................... 31 Section 7.05 No Liability by the Authority to the Owners............................................................ 31 Section 7.06 No Liability by the City to the Owners .................................................................... 32 Section 7.07 No Liability of the Trustee to the Owners................................................................ 32 Section 7.08 Application of Amounts After Default..................................................................... 32 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds.................................... 32 Section 7.10 Limitation on Suits ................................................................................................... 32

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee ...................................................................................... 33 Section 8.02 Duties, Removal and Resignation of the Trustee ..................................................... 33 Section 8.03 Compensation of the Trustee.................................................................................... 34 Section 8.04 Protection of the Trustee .......................................................................................... 35

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted .............................................................. 37 Section 9.02 Effect of Supplemental Indenture............................................................................. 38 Section 9.03 Endorsement of Bonds; Preparation of New Bonds................................................. 38 Section 9.04 Amendment of Particular Bonds .............................................................................. 39 Section 9.05 Execution of Supplemental Indentures..................................................................... 39

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture ............................................................................................. 39 Section 10.02 Bonds Deemed To Have Been Paid ......................................................................... 40

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Section 10.03 Payment of Bonds After Discharge of Indenture ..................................................... 40

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties .................................................................. 41 Section 11.02 Successor Deemed Included in all References to Predecessor................................. 41 Section 11.03 Execution of Documents by Owners........................................................................ 41 Section 11.04 Waiver of Personal Liability .................................................................................... 41 Section 11.05 Destruction of Bonds................................................................................................ 41 Section 11.06 Funds and Accounts ................................................................................................. 41 Section 11.07 Article and Section Headings Gender and References............................................. 42 Section 11.08 Partial Invalidity ....................................................................................................... 42 Section 11.09 Disqualified Bonds ................................................................................................... 42 Section 11.10 Money Held for Particular Bonds............................................................................. 43 Section 11.11 Payment on Non-Business Days .............................................................................. 43 Section 11.12 California Law.......................................................................................................... 43 Section 11.13 Notices...................................................................................................................... 43 Section 11.14 Execution in Counterparts ........................................................................................ 44 Signatures .................................................................................................................................S-1 EXHIBIT A FORM OF SERIES 2022A BOND........................................................................A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION.......................................................B-1 EXHIBIT C DESCRIPTION OF PROJECT ..............................................................................C-1

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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of _____ 1, 2022, is by and among the INDIO PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF INDIO, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”); WITNESSETH:

WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of capital improvement projects of the City; WHEREAS, the Project (as defined herein) described in Exhibit C hereto includes the construction of the City’s proposed new public safety campus; WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon to the Authority pursuant to a Ground Lease, dated as of _____ 1, 2022, and the City will sublease the Property (as defined in the Lease Agreement (defined below)) back from the Authority pursuant to a Lease Agreement, dated as of _____ 1, 2022; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project, through the issuance by the Authority of bonds payable from the Base Rental Payments (defined below) to be made by the City under the Lease Agreement;
WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of _____ 1, 2022;
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of Indio Public Financing Authority Lease Revenue Bonds, Series 2022A (the “Series 2022A Bonds”), in the aggregate principal amount of $___________, in order to finance the Project described in Exhibit C hereto;
WHEREAS, the Series 2022A Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Authority and the City desire to provide for the issuance of Additional Bonds (defined below) payable from the Base Rental Payments on a parity with the Series 2022A Bonds (the Series 2022A Bonds and any such Additional Bonds being collectively referred to herein as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and

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WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized; NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Act” means the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Bonds” means Bonds other than the Series 2022A Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06 hereof. “Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of _____ 1, 2022, by and between the Authority and the Trustee.
“Authority” means the Indio Public Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative” means the Chair, the Vice Chair, the Executive Director or the Treasurer of the Authority, or any other person authorized by the Authority Board to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative” means the Mayor, the Mayor Pro Tem, the City Manager, the Treasurer or the Finance Director of the City, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture. “Authorized Denominations” means $5,000 or any integral multiple thereof. “Base Rental Payment Fund” means the fund by that name established in accordance with Section 5.02 hereof.

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“Base Rental Payments” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Beneficial Owner” means, whenever used with respect to a Book-Entry Bond, the person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such Book- Entry Bond by a Participant on the records of such Participant or such person’s subrogee. “Bonds” means the Series 2022A Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“Capitalized Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Indio, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means _____, 2022.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Agreement” means the Continuing Disclosure Agreement executed by the City in connection with the issuance of a Series of Bonds, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds, the Escrow Agreement and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel, fees and expenses of the municipal advisor, the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City. “Costs of Issuance Fund” means the fund by that name established in accordance with Section 3.03 hereof.
“DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof.

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“Federal Securities” means (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), and (b) obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America. “Fitch” means Fitch Ratings, Inc., New York, New York, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Ground Lease” means the Ground Lease, dated as of _____ 1, 2022, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date” means May 1 and November 1 of each year, commencing on [November 1, 2022].
“Lease Agreement” means the Lease Agreement, dated as of _____ 1, 2022, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

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“Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in DTC’s book- entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” means the original underwriter or underwriters of a Series of Bonds required to comply with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, in connection with the offering of such Series of Bonds.
“Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership

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-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
- Federal Agricultural Mortgage Corporation (Farmer Mac) Debt obligations
(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, and bankers’ acceptances (having maturities of not more than 30 days) of any bank (including the Trustee and any affiliate) the short-term obligations of which are rated “A-1” or “A-2” without regard to qualifier by a nationally recognized rating agency service.

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(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P or “Prime-1” by Moody’s. (7) Money market mutual funds rated “AAm” or “AAm-G” by a nationally recognized rating agency service, or better (including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise) but excluding such funds with a floating net asset value. (8) Investments in repurchase agreements which comply with the requirements of California Government Code Section 53601(j) pursuant to which the seller will repurchase the securities on or before a specified date and for a specified amount and will deliver the underlying securities to the Trustee by book entry, physical delivery, or by third party custodial agreement. The term “securities,” for the purpose of repurchase agreements, means securities of the same issuer, description, issue date and maturity.

Repurchase agreements are required to be collateralized by securities or cash authorized under California Government Code Section 53601(j)(2) as described below:
(a) To anticipate market changes and provide a level of security for all repurchase agreement transactions, the market value of securities that underlie a repurchase agreement shall be valued at 102% or greater for U.S. securities listed in paragraph (1) above and 105% for U.S. Government Agency securities listed in paragraph (3) above, of the funds borrowed against those securities and the value shall be adjusted no less frequently than weekly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102% or 105%, as applicable, no later than the next business day.
(b) Collateral will be limited to U.S. Treasury securities listed in paragraph (1) above and U.S. Government Agency securities listed in paragraph (3) above. Collateral will be held by an independent third party with whom the Trustee has a current custodial agreement. A clearly marked evidence of ownership (safekeeping/custody receipt) must be supplied to the Trustee and retained. The Trustee retains the right to substitute or grant substitutions of collateral. (9) State Obligations:
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s or “A” by S&P or Fitch, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated.

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(b) Direct, general short-term obligations of any state agency or subdivision described in (a) above and rated “A-1+” by S&P or “F1+” by Fitch or “Prime-1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P or Fitch or “Aa” or better by Moody’s. (10) Local Agency Investment Fund of the State of California. (11) Any investment agreement with a domestic or foreign bank or insurance company whose senior long-term debt obligations, deposit rating or claims-paying ability are rated, or guaranteed by an entity whose obligations are rated (at the time the investment is entered into) at least “A+” by S&P, “A1” by Moody’s” or “A+” by Fitch; provided, that prior written notice of an investment in the investment agreement is provided to S&P, and provided, further by the terms of the investment agreement:
(a) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at any time for purposes identified in this Indenture other than acquisition of alternative investment property upon not more than seven days prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date); provided that the Indenture specifically requires the Trustee or the City to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
(c) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;
(d) a guaranteed rate of interest is to be paid on invested funds and all future deposits, if any, required to be made to restore the amount of such funds to the level specified under the Indenture;
(e) the Trustee and the City receive the opinion of domestic counsel (which opinion shall be addressed to the City) that such investment agreement is legal, valid and binding and enforceable against the provider in accordance with its terms and of foreign counsel (if applicable);
(f) The investment agreement shall provide that if during the term thereof, the provider’s rating by any two of the following rating agencies, S&P, Moody’s, or Fitch, is withdrawn or suspended of falls below “A-” by S&P, “A3” by Moody’s, or “A-” by Fitch, the provider must at the direction of the City within ten (10) days of receipt of such downgrade, (i) deliver and grant, or cause to be delivered and granted, to a third party custodian a first priority security interest under the applicable Uniform Commercial Code, or other applicable law, in and to Permitted Collateral; or (ii) transfer the investment agreement and the rights and obligations of

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the provider thereunder to an entity reasonably satisfactory to the City and the Trustee whose long-term, senior unsecured debt obligations or claims-paying ability, or whose guarantor’s long term, senior unsecured debt obligations or claims-paying ability are rated at not less than “A-” by S&P, “A3” by Moody’s or “A-” by Fitch or its equivalent from another Rating Agency; or (iii) repay the principal of and accrued by unpaid interest on the investment with no penalty or premium to the City and the Trustee;
(g) the investment agreement shall state, and an opinion of counsel shall be rendered to the effect, that the Trustee has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Trustee is in possession); and (h) the investment agreement must provide that if during its term (A) the provider shall default in its payment obligations, the provider’s obligation under the investment agreement shall, at the direction of the City or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the City or Trustee, as appropriate.
(12) Pre-refunded municipal obligations rated “AAA” by S&P or Fitch or “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”);
(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and

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(f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Project” means the acquisition, construction and/or installation of a new City public safety campus, and related improvements, facilities and equipment, and such other capital facilities that may be financed from proceeds of Additional Bonds as set forth in a Supplemental Indenture. “Project Fund” means the fund of that name established pursuant to Section 3.04 hereof. “Property” has the meaning ascribed thereto in the Lease Agreement. “Rating Agency” means Fitch, Moody’s and S&P, or any one of such entities, as the context requires.
“Rebate Fund” means the fund by that name established in accordance with Section 5.05 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the period from the Closing Date through November 1, 2022 and, thereafter, the twelve-month period commencing on November 2 of each year during the term of the Lease Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book-Entry Bonds, in which the Authority

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makes certain representations with respect to issues of its securities for deposit by DTC or such successor depository.
“Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.05.
“Reserve Fund Requirement” means, with respect to the Series 2022A Bonds, an amount equal to $___________ and with respect to any Additional Bonds, such amounts as shall be determined in accordance with the Supplemental Indenture. “S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories” means The Depository Trust Company, New York, New York 10041-0099, Fax-(212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. “Series” means all of the Series 2022A Bonds or the Additional Bonds issued and designated under a Supplemental Indenture as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any bonds thereafter authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for (but not to refund) such bonds as herein provided. “Series 2022A Bonds” means the Indio Public Financing Authority Lease Revenue Bonds, Series 2022A issued hereunder.
“Supplemental Indenture” means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the time of issuance of a Series of Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Term Bonds” means the Bonds maturing on November 1, 20__ and on November 1, 20__, and any term maturities of an issue of Additional Bonds as specified in a Supplemental Indenture.” “Trustee” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority” and “Written Request of the Authority” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

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“Written Certificate of the City” and “Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of financing and/or refinancing the Project. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein.

Section 2.02 Terms of Series 2022A Bonds.
(a) The Series 2022A Bonds shall be designated the “Indio Public Financing Authority Lease Revenue Bonds, Series 2022A.” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds.
(b) The Series 2022A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2022A Bond shall have more than one maturity date. The Series 2022A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $___________, shall mature on November 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:

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Maturity Date
(November 1)
Principal
Amount
Interest
Rate
$ %
T
T
T Term Bond
(c) Interest on the Series 2022A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2022A Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2022A Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2022A Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2022A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a), interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2022A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022A Bonds who have provided account information and wiring instructions satisfactory to the Trustee. (d) The principal and premium, if any, of the Series 2022A Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

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(e) The Series 2022A Bonds shall be subject to redemption as provided in Article IV.

Section 2.03 Form of Series 2022A Bonds. The Series 2022A Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

Prior to any transfer of Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.

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

Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of an Authorized Officer of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be

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signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.07 Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series in Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.

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Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2022A Bonds shall initially be issued as Book-Entry Bonds.

Except as provided in subsection (c) of this Section, the registered Owner of all of the Book-Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same- day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount

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of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2022A Bonds. The Authority may, at any time, execute the Series 2022A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2022A Bonds and deliver the Series 2022A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

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

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Section 3.03 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof. There shall be additionally be deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is six months after the Closing Date, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Project Fund.

Section 3.04 Project Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.” The moneys in the Project Fund or the accounts therein shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit B. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amounts in the Project Fund are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Project Fund not needed for Project Fund purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section 5.02 hereof, or (b) to the City for use on eligible capital facilities, and the Project Fund shall be closed.

Investment earnings on amounts on deposit in the Project Fund shall remain on deposit in the Project Fund for application in accordance with this Section.

Section 3.05 Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2022A Bonds) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(1) The application of the proceeds of the sale of such Additional Bonds; (2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds;

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(3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on November 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on November 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and November 1 of each year, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(4) The redemption premiums and terms, if any, for such Additional Bonds;
(5) The form of such Additional Bonds;
(A) if necessary; that from such proceeds or other sources an amount shall be deposited in the Reserve Fund so that following such deposit there shall be on deposit in the Reserve Fund an amount at least equal to the Reserve Fund Requirement, as may be reduced after issuance of the Additional Bonds; and
(6) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
(c) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and
(d) The Ground Lease and the Lease Agreement shall have been amended, to the extent necessary, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City); and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds.

Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in this Section 3.05, no such issuance may occur if (1) an event of default (within the meaning of Article VI of the Lease Agreement) (or any event which, once all notice or grace periods have passed, would constitute such event of default) exists unless such event of default shall be cured upon

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such execution or issuance or (2) the Reserve Fund is not fully funded at the Reserve Fund Requirement.

Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.

Section 3.06 Procedure for the Issuance of Additional Bonds. At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issuance of such Additional Bonds, the amendment to the Lease Agreement requited by Section 3.05 hereof and the amendment to the Ground Lease, if any, required by Section 3.05 hereof, together with satisfactory evidence that provision has been made for such amendment to the Lease Agreement and such amendment to the Ground Lease, if any, to be recorded in the official records of the appropriate county;
(b) A Written Request of the Authority as to the delivery of such Additional Bonds;
(c) An opinion of Bond Counsel substantially to the effect that (i) the Indenture (including all Supplemental Indentures), the Lease Agreement (including the amendment thereto required by Section 3.05 hereof) and the Ground Lease (including any amendment thereto required by Section 3.05 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), and (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Base Rental Payments as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California);
(d) a Written Certificate of the Authority that the requirements of Section 3.05 hereof have been met;
(e) a Written Certificate of the City that the requirements of Section 3.05 hereof and Sections 5.01 and 5.02 of the Lease Agreement have been met, and a Written Certificate of the City as to the annual fair rental value of the Property, after giving effect to the issuance of the Additional Bonds, and to the use of proceeds received therefrom; and (f) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.

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Section 3.07 Additional Bonds. So long as any of the Bonds remain Outstanding, the Authority shall not issue any Additional Bonds or obligations payable from the Base Rental Payments, except pursuant to Sections 3.05 and 3.06 hereof.

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2022A Bonds.
(a) Extraordinary Redemption. The Series 2022A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of:
(i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, and (ii) eminent domain proceeds received pursuant to Section 7.01 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(b) Optional Redemption. The Series 2022A Bonds maturing on or after November 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after _____ 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 7.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption.
(c) Mandatory Sinking Fund Redemption. The Series 2022A Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount
* Final Maturity.

The Series 2022A Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

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Redemption Date
(November 1)
Principal
Amount
* Final Maturity.

In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments.

Section 4.02 Notice of Redemption. Unless otherwise provided in a Supplemental Indenture, notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice of redemption may state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.

Neither the failure to receive any notice so given, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of optional redemption of the Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

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Section 4.03 Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed by lot from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, (b) with respect to any redemption pursuant to Section 4.01(a) hereof and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

Section 4.04 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

Section 4.05 Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been given as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.

All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund and the Redemption Fund are hereby pledged to secure the payment of the principal of,

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premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets.

All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no taxing power.

Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund,” the “Redemption Fund,” the “Reserve Fund” and the “Capitalized Interest Fund.”
All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority with the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds:
(i) Interest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. (ii) Principal Fund. On the Business Day immediately preceding each November 1, commencing November 1, 20__, the Trustee shall transfer from the Base Rental Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such November 1, either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Sections 5.03 and 5.04 hereof and Section 7.01 of the Lease Agreement. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Series 2022A Bonds redeemed pursuant to the provisions of subsections (a) and (b) of Section 4.01 hereof and Additional

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Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(iv) Reserve Fund. All amounts on deposit in the Base Rental Payment Fund on November 2, to the extent not required to pay the principal of any Outstanding Bonds then having come due and payable, shall be transferred to the Reserve Fund, to the extent necessary to satisfy the Reserve Fund Requirement, to the extent such amounts are due and payable. (v) Capitalized Interest Fund. On the second Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Capitalized Interest Fund to the Interest Fund, the following amounts on the dates set forth below. All amounts remaining in the Capitalized Interest Fund following _____ 1, 20__ shall be transferred to the Interest Fund.

Date Amount
Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special fund entitled the “Insurance and Condemnation Fund” and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Each such Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account.

If the damage, destruction or loss was such that there resulted in a substantial interference with the City’s right to the use or occupancy of the Property and an abatement of Rental Payments results from such damage or destruction pursuant to Section 3.06 of the Lease Agreement, then the City shall be required either to (a) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Property or the portions thereof which have been damaged to the condition which existed prior to such damage or destruction, or (b) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, as

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set forth in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, in full of all the Outstanding Bonds or all of those Outstanding Bonds which would have been payable from that portion of the Base Rental Payments which are abated as a result of the damage or destruction. Funds to be applied to the redemption of Bonds in accordance with clause (b) above shall be deposited in the Redemption Fund. If the City is not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (a) above or to use such amounts to redeem Bonds as set forth in clause (b) above, then such proceeds shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.04 Title Insurance. Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, upon Written Request of the City, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then, upon Written Request of the City, the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.05 Reserve Fund. The Authority hereby agrees to establish a separate fund titled the “Reserve Fund” and within the Reserve Fund, the “Series 2022A Bonds Account,” which shall be held and maintained by the Trustee. The Trustee shall deposit into the Reserve Fund or accounts therein, any amounts transferred from the Base Rental Fund pursuant to Section 5.02(b)(iv) above. The Trustee may establish additional accounts in the Reserve Fund in connection with the issuance of Additional Bonds, if any. All moneys in the Reserve Fund and accounts therein shall be used and withdrawn by the Trustee solely for the purpose of funding the Interest Fund or the Principal Fund, in that order, in the event of any deficiency in either of such accounts on an Interest Payment Date.

On the final maturity date for the Bonds, amounts in the Reserve Fund shall be transferred to the Interest Fund and the Principal Fund to make the final payment on the Bonds, and the amount

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transferred shall be deemed to be a credit against the remaining Base Rental Payments to be made by the City under the Lease Agreement.

Section 5.06 Rebate Fund.
(a) The Trustee shall establish and maintain a special fund designated the “Rebate Fund.” There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Authority.

All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America.

Notwithstanding defeasance of the Bonds pursuant to Article X hereof or anything to the contrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority with the terms of the Tax Certificate. The Trustee may conclusively rely upon the Authority’s determinations, calculations and certifications required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Authority’s calculations. (b) Any funds remaining in the Rebate Fund after payment in full of all of the Bonds and after payment of any amounts described in this Section, shall be withdrawn by the Trustee and remitted to the Authority.

Section 5.07 Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority filed with the Trustee at least two Business Days in advance of the making of such investments. Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested. The Trustee may conclusively rely upon the Authority’s written instructions as to both the suitability and legality of the directed investments and such written direction shall be deemed to be a certification that such directed investments constitute Permitted Investments.

Subject to the provisions of Section 5.05 hereof, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained therein.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the cost thereof.

The Trustee may act as principal or agent in the making or disposing of any investment.

Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted

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Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.

Section 6.02 Compliance with Ground Lease and Lease Agreement. The Authority and the City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.

Section 6.03 Observance of Laws and Regulations. The Authority, the City and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

Section 6.04 Other Liens. The City will keep the Property and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option

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(after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform such agreements and covenants.

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof.

The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, the Indenture and the Assignment Agreement.

Section 6.05 Prosecution and Defense of Suits. The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owners may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.06 Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Base Rental Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions.

Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Lease Agreement, the Ground Lease and the Assignment Agreement, or memoranda thereof.

Section 6.08 Tax Covenants.
(a) Neither the Authority nor the City will take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on any tax-exempt Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Authority and the City will comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein, This covenant shall survive payment in full or defeasance of the Bonds.
(b) In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Trustee in any of the funds or accounts established hereunder, the Authority shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.

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(c) Notwithstanding any provisions of this Section, if the Authority shall provide to the Trustee an Opinion of Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent.

Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Agreement shall not constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 6.10 Further Assurances. Whenever and so often as requested to do so by the Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Ground Lease or the Lease Agreement.

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VI of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee shall give notice, as assignee of the Authority, of an event of default under the Lease Agreement to the City. In each and every case during the continuance of an event of default, the Trustee may and, at the direction of the Owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, and upon being indemnified to its reasonable satisfaction therefor, shall, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof.

Section 7.02 Other Remedies of the Trustee. Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee

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thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Notwithstanding any provision of this Indenture to the contrary, no event of default hereunder or under the Lease by the Authority or the City shall result in the acceleration of debt service on the Bonds hereunder.

Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.

If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then subject to any adverse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.04 Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

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Section 7.06 No Liability by the City to the Owners. Except for the payment when due of the Base Rental Payments and the performance of the other agreements and covenants required to be performed by it contained in the Lease Agreement, the Ground Lease or herein, the City shall not have any obligation or liability to the Owners with respect to the Trust Indenture or the preparation, execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.07 No Liability of the Trustee to the Owners. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.

Section 7.08 Application of Amounts After Default. All payments received by the Trustee with respect to the rental of the Property after a default by the City pursuant to Article VI of the Lease Agreement (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Ground Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VI of the Lease Agreement, shall be deposited into the Base Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable-prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and
(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable.

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds. All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners in respect of which such judgment has been recovered.

Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless (a) such Owner shall have previously

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given written notice to the Trustee of a continuing event of default, (b) the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder, (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings, and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Owners of a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners.

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee. The Authority hereby appoints and employs the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering this Indenture, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

Section 8.02 Duties, Removal and Resignation of the Trustee. The Authority may, by an instrument in writing, remove the Trustee initially a party hereto with 30-days’ prior notice and any successor thereto unless an event of default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be a banking corporation or association or trust company having (or if such banking corporation or association or trust company is a member of a bank holding company, its bank holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities. If such banking corporation or association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such banking corporation, association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Authority does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee.

Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.03 Compensation of the Trustee. The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City.

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its misconduct. The duty of the City to compensate and indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder.

Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of

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administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property.

Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.

The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto, The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

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The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, negligence or breach of an obligation hereunder.

The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof.

The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.

All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the City or the Authority of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

In acting or omitting to act pursuant to the Lease Agreement or Ground Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Lease Agreement, including, but not limited to, this Article VIII.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to

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the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.

The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Base Rental Payments and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. (b) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners for any one or more of the following purposes:

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(i) to add to the covenants and agreements of the Authority or the City in this Indenture contained, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;
(iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III hereof; (iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(v) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and
(vi) in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder. (c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without its prior written consent.

Section 9.02 Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. The City shall notify the rating agencies in accordance with Section 11.13 hereof upon the execution of any Supplemental Indenture.

Section 9.03 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority as

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to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.

Section 9.04 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.

Section 9.05 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, terminate become void and be completely discharged as to such Bonds.

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Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non- presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.

Section 10.02 Bonds Deemed To Have Been Paid. If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to give, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money, if any deposited with the Trustee at the same time, shall, as verified by an independent certified public accountant, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bonds, and (c) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to give as soon as practicable, a notice to the Owners of such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such Bonds, are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bonds.

Section 10.03 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

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ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee and the Owners.

Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 11.03 Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.

Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.

Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.06 Funds and Accounts. Any fund or account required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the

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Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.

The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.07 Article and Section Headings Gender and References. The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other gender. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.

Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law.

The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.09 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request, direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee

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shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

Section 11.10 Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.

Section 11.12 California Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.

Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Indio
100 Civic Center Mall
Indio, California 92201
Attention: City Manager
If to the Authority: Indio Public Financing Authority
c/o City of Indio
100 Civic Center Mall
Indio, California 92201
Attention: Executive Director
If to the Trustee: U.S. Bank Trust Company, National Association 633 West Fifth Street, 24th Floor,
Los Angeles, CA 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid,

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24 hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery at the address specified in this Section.

Section 11.14 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Authority and the City have caused this Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

INDIO PUBLIC FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

CITY OF INDIO
By:

City Manager
ATTEST:

City Clerk
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer

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EXHIBIT A
FORM OF SERIES 2022A BOND
No. ____ $___________

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

INDIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A

INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% November 1, 20__ ___________, 2022 ________
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: _________________________ DOLLARS
The Indio Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 in each year, commencing [November 1, 2022] (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to [October 15, 2022], in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at

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the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022A Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Indio (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.

This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of the Project (as defined in the Indenture), and is one of the series of bonds designated “Indio Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) in the aggregate principal amount of $___________. The Series 2022A Bonds are issued pursuant to the Indenture, dated as of _____ 1, 2022 (the “Indenture”), by and among the Authority, the City and the Trustee. This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2022A Bonds. The Series 2022A Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.

Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of _____ 1, 2022 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.

The Series 2022A Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).

The Series 2022A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with respect to all or a portion of the property leased under the Lease Agreement, to the extent such moneys are not used by the City for repair or replacement purposes as permitted by the Indenture, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and (ii) eminent domain proceeds received under the Lease Agreement, that have been deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

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The Series 2022A Bonds maturing on or after November 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after _____ 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption.

The Series 2022A Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount
$
*
* Final Maturity.

The Series 2022A Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Redemption Date
(November 1)
Principal
Amount
$
*
* Final Maturity.

Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.

Neither failure to receive any such notice so given, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2022A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2022A Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the

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Office of the Trustee. From and after the date fixed for redemption of any Series 2022A Bonds, interest on such Series 2022A Bonds will cease to accrue and become payable.

Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2022A Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2022A Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2022A Bond or Series 2022A Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected, or, (b) reduce the percentage of Bonds the consent of the owners of which is required to effect any such amendment or modification, or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the owners of all Bonds then outstanding.

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

All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.

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IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Chair and Secretary, all as of the Dated Date identified above.

INDIO PUBLIC FINANCING AUTHORITY
By:

Chair
Attest:

Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2022A Bonds described in the within-mentioned Indenture and registered on the Registration Books.

Date: _______________ U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Trustee
By:

Authorized Signatory

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[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.

Secretary of the Indio Public Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ____________________
Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor.

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

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EXHIBIT B

FORM OF PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR

DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies:
(i) that he/she is the duly appointed, qualified and acting _________ of the City of Indio, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.04 of the Indenture, dated as of _____ 1, 2022 (the “Indenture”), by and among the Indio Public Financing Authority (the “Authority”), the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 20__, the undersigned hereby requests the Trustee to disburse this date the following amounts from the Project Fund established under the Indenture, to the payees designated on the attached Exhibit 1;
(iii) that each obligation mentioned herein has been incurred by the City and is a proper charge against the Project Fund; and
(iv) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit 1, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture.

Dated: ______________ CITY OF INDIO
By:

Its:

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EXHIBIT 1

PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount

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EXHIBIT C

DESCRIPTION OF PROJECT

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RECORDING REQUESTED BY:

Indio Public Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian P. Forbath, Esq.
[Space above for Recorder’s use.]
This Ground Lease is recorded for the benefit of the City of Indio and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code. Lease term less than 35 years.

GROUND LEASE
by and between

CITY OF INDIO
and

INDIO PUBLIC FINANCING AUTHORITY
Dated as of _____ 1, 2022
Relating to
$__________

INDIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A

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GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of _____ 1, 2022, is by and between the CITY OF INDIO (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the INDIO PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, as lessee.

WITNESSETH:

WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of capital improvement projects of the City (the “Project”); WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to this Ground Lease, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of _____ 1, 2022 (the “Lease Agreement”);
WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the Base Rental Payments (as defined in the Lease Agreement) to be made by the City under the Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of _____ 1, 2022 (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of _____ 1, 2022 (the “Assignment Agreement”) by and between the Authority and the Trustee; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in the Lease Agreement shall have the same meaning in this Ground Lease.

ARTICLE II
LEASE OF THE PROPERTY; RENTAL
Section 2.01 Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property and all rights appurtenant thereto, including, but not limited to, rights of access, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.

Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged, and shall enter into the Lease Agreement.

ARTICLE III

QUIET ENJOYMENT
The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Ground Lease to (a) take possession of the Property, (b) if it deems it appropriate, cause an appraisal of the Property and a study of the then reasonable use thereof to be undertaken, and (c) relet the Property. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.

ARTICLE IV

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

Section 4.02 Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby

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leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.

Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.

All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a public corporation, and the Authority hereby releases each and every member, officer and employee of the City of and from any personal or individual liability under this Ground Lease. No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the Authority or to any other party whomsoever for anything done or omitted to be done by the City hereunder.

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

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

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

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

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ARTICLE V

ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing. This Ground Lease may be sold or assigned and the Property subleased, as a whole or in part, by the Authority without the necessity of obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The Authority shall, within 30 days after such an assignment, sale or sublease, furnish or cause to be furnished to the City a true and correct copy of such assignment, sale or sublease, as the case may be.

Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted Encumbrances, it will not mortgage, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.

ARTICLE VI
TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of issuance of the Series 2022A Bonds and shall remain in full force and effect from such date to and including November 1, 20__, unless such term is extended or sooner terminated as hereinafter provided.

Section 6.02 Extension; Early Termination. If, on November 1, 20__, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended beyond November 1, 20__. If, prior to November 1, 20__, all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.

Section 7.02 Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.03 Amendments, Changes and Modifications. This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.

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Section 7.04 Assignment to Trustee. The Authority and City acknowledge that the Authority has assigned its right, title and interest in and to this Ground Lease (but none of its obligations and none of its rights to provide consents or approvals hereunder) to the Trustee pursuant to certain provisions of the Assignment Agreement. The City consents to such assignment.

Section 7.05 Execution In Counterparts. This Ground Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.06 Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 7.07 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.

CITY OF INDIO
By:

Bryan Montgomery
City Manager
ATTEST:

Sabdi Sanchez
City Clerk

INDIO PUBLIC FINANCING AUTHORITY
By:

Bryan Montgomery
Executive Director
ATTEST:

Sabdi Sanchez
Secretary

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 763 of 1168 4866-2596-7388v3/200973-0001

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the Ground Lease to the Indio Public Financing Authority, a joint exercise of powers entity duly organized and existing under the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Indio Public Financing Authority, pursuant to authority conferred by resolution of the said Board of Directors adopted on ________, 2022, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: ________, 2022

INDIO PUBLIC FINANCING AUTHORITY
By:

Bryan Montgomery
Executive Director

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 764 of 1168 4866-2596-7388v3/200973-0001
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 765 of 1168 4866-2596-7388v3/200973-0001
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

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

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

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

AGENDA ITEM #9.4
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4866-2596-7388v3/200973-0001

EXHIBIT A

DESCRIPTION OF THE PROPERTY

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 767 of 1168 Stradling Yocca Carlson & Rauth Attachment E
Draft of 6/8/22
4865-5826-8700v4/200973-0001

LEASE AGREEMENT
by and between

CITY OF INDIO
and

INDIO PUBLIC FINANCING AUTHORITY
Dated as of _____ 1, 2022
Relating to
$__________

INDIO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A

AGENDA ITEM #9.4
Resolution No. 10301 of City Council of the City of Indio and a Resoluti... Page 768 of 1168

TABLE OF CONTENTS
Page
i
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ARTICLE I

DEFINITIONS
Section 1.01 Definitions .................................................................................................................. 2

ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property........................................................................................................ 4 Section 2.02 Term; Occupancy ....................................................................................................... 4

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments ................................................................................................ 4 Section 3.02 Additional Rental Payments ....................................................................................... 5 Section 3.03 Fair Rental Value........................................................................................................ 5 Section 3.04 Payment Provisions .................................................................................................... 6 Section 3.05 Appropriations Covenant............................................................................................ 6 Section 3.06 Rental Abatement ....................................................................................................... 6

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities........................................................................................... 7 Section 4.02 Additions to Property ................................................................................................. 7 Section 4.03 Installation of City’s Equipment ................................................................................ 8

ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ............................................................................................8 Section 5.02 Title Insurance ............................................................................................................ 9 Section 5.03 Additional Insurance Provision; Form of Policies ..................................................... 9 Section 5.04 Self-Insurance............................................................................................................. 9

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies ............................................................................................. 10 Section 6.02 Waiver ...................................................................................................................... 13

ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain....................................................................................................... 13 Section 7.02 Prepayment ............................................................................................................... 13

AGENDA ITEM #9.4
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TABLE OF CONTENTS
(continued)
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ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry ........................................................................................................... 14 Section 8.02 Liens ......................................................................................................................... 14 Section 8.03 Quiet Enjoyment....................................................................................................... 15 Section 8.04 Authority Not Liable ................................................................................................ 15 Section 8.05 Assignment and Subleasing...................................................................................... 16 Section 8.06 Title to Property........................................................................................................ 16 Section 8.07 Authority’s Purpose.................................................................................................. 16 Section 8.08 Representations of the City ...................................................................................... 16 Section 8.09 Representation of the Authority ............................................................................... 16

ARTICLE IX
NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR

RELEASE
Section 9.01 No Consequential Damages ..................................................................................... 17 Section 9.02 Use of the Property................................................................................................... 17 Section 9.03 Substitution or Release of, or Addition to, the Property .......................................... 17

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing......................................................................................................... 18 Section 10.02 Notices...................................................................................................................... 18 Section 10.03 Validity and Severability.......................................................................................... 18 Section 10.04 Net-Net-Net Lease.................................................................................................... 18 Section 10.05 Taxes......................................................................................................................... 19 Section 10.06 Section Headings ...................................................................................................... 19 Section 10.07 Amendments............................................................................................................. 19 Section 10.08 Assignment ............................................................................................................... 20 Section 10.09 Execution.................................................................................................................. 20 Signatures .................................................................................................................................S-1 EXHIBIT A DESCRIPTION OF THE PROPERTY.....................................................................A-1

EXHIBIT B CAPITALIZED INTEREST AND BASE RENTAL PAYMENT
SCHEDULE ..............................................................................................................B-1 EXHIBIT C DESCRIPTION OF PROJECT .................................................................................C-1 EXHIBIT D FORM OF CERTIFICATE REGARDING INSURANCE.......................................D-1