Indio City Council
September 18, 2023

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 214 of 1306 Confidential
08/28/2023 3

REQUEST FOR QUALIFICATIONS (RFQ)

INFRASTRUCTURE & PERMITS
Item Qty Amount
Custom Canopies 4 3743.54
Table Linens 4 289.50
Tables 10 989.89
Pos System 2 597.80
Folding Picnic Bench w/Umbrella *** 5 2332.03
Dept of Health Permits 10 1700.00
Total Ask from City 9750.00
City of Indio In-Kind Participation
City of Indio Item
Advertising Marketing To be a part of all advertising that the city plans on implementing on their behalf
Space & Utilities Utilities Water, Power, Porta Potty, Hand washing stations for visiting customers and for Vendor
use.

Location Barricades / Signage If necessary, any closing of space/road & provide event signage
Local Indio Vendors Recommendations Anyone that may contact the city for information/interest, and or anyone from the
city that may recommend being a part of the
farmer’s market.
*** Folding Picnic Bench
w/umbrella
Guest/Customer Relations Provide shaded seating for those coming to the farmer’s market. Tables will be picnic
bench style and with umbrellas color
matching the letters in the new Indio Sign.

Yellow, Green, Blue, Orange, & Red - or
whatever the city deems acceptable.

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 215 of 1306 Confidential
08/28/2023 4
Addendum Attachments:
1A. Images from CVharvestbox hosted Farmer’s Market – Palm Desert 1B. Examples of Custom branding of Canopies and Forward-Facing tables – For Indio Farmer’s Market 1C. Examples of Folding Picnic Tables with Colorful Market Umbrellas matching New Colorful City of Indio Sign

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 216 of 1306 1 LICENSE AGREEMENT BETWEEN THE CITY OF

INDIO AND
SMITH & FIELDS LLC DBA SMITH & FIELDS LLC DBA CVharvestbox FOR

USE OF CITY PROPERTY

FOR A FARMERS MARKET ON CITY-OWNED PROPERTY
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of September __, 2023 (“Effective Date”), by and between the City of Indio (hereinafter "City"), a California municipal corporation, and Smith & Fields LLC a California Limited Liability Corporation doing business as CVharvestbox (hereinafter "Licensee").

RECITALS
A. Licensee desires to organize, operate, maintain and manage a Farmers' Market in the City on property owned and maintained by City pursuant to the terms of this Agreement.

B. City desires to allow Licensee to use the City property pursuant to the terms stated in this Agreement.

NOW, THEREFORE, in consideration of the mutual obligations contained herein and for good and valuable consideration, the sufficiency of which is acknowledged by the Parties, City and Licensee agree as follows:

1. License Area. The real property permitted to be used under this Agreement is a portion (“Farmers’ Market Area”) of that certain property located at 45235, 45285 Towne Street and the roadway right-of-way of Bliss Street from Oasis Street to Towne Street in the City of Indio, California (“City Property”). The City Property and Farmers’ Market Area are more particularly described in Exhibit “A-1”, attached hereto and incorporated herein by this reference. Licensee’s use of the Farmers’ Market Area shall bein accordance with the Site Plan, attached hereto as Exhibit “A-2” and incorporated herein by this reference. Licensee shall not modify the Site Plan without obtaining prior written approval from the City Manager.

2. Grant of License; Use of License Area. City hereby grants Licensee a revocable license to use the property referenced as the Farmers’ Market Area for the development, organization, operation, maintenance, and management of a farmers' market, as defined in California Health and Safety Code Section 113742 and in accordance with and pursuant to all applicable permits and laws, including but not limited to Article 15, Chapter 4, Division 104, Part 7 of the California Health and Safety Code, commencing with Section 114350. The Licensee shall use the Farmers’ Market Area only for the purpose of operating and maintaining a weekly farmers’ market at its sole cost and expense and pursuant to the terms and conditions specified in this Agreement, including the Rules and Regulations set forth in Exhibit B (“Farmers’ Market”) and for no other uses whatsoever.

3. Term of License. This Agreement shall be effective from the Effective Date through August 1, 2024 (“Term”), with the ability to extend the License for one year upon the City Manager's discretion, unless terminated earlier. So long as Licensee is not then in default under this Agreement, Licensee may request that the license be renewed and the City Manager is authorized to approve or deny the extension in his sole discretion This Agreement may be renewed for up to four (4) additional one-year terms (each a “Renewed Term"). Each Renewed Term shall commence, if at all, upon the expiration of the immediately preceding Term and end

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 217 of 1306 2 twelve (12) months later. Licensee shall request renewal, if at all, by giving written notice to City of its interest in renewing the Agreement within ninety (90) days prior to expiration of the thencurrent Term.

4. Period of Use. Licensee shall operate the Farmers’ Market between the hours of 10:00 a.m. and 2:00 p.m. every Saturday, except those Saturdays which fall on or are adjacent to major holidays, and/or others as determined and agreed to between Licensee and City, or in the event of emergency or disaster in the discretion of the City Manager. The Farmers’ Market will not operate on Saturday, December 2, 2023, due to the annual Tamale Festival that will take place, otherwise agreed to by both parties. The Farmers’ Market shall be held from October to June of each year and will be held in the remaining months (July through September) if a suitable indoor location is found or the Parties agree that the Farmers’ Market may be held outdoors. The participants and vendors may set up their stalls between the hours of 7:00 a.m. and10:00 a.m. and take down between 2:00 p.m. and 3:30 p.m. City reserves the right to periodically review the seasonal operation period and hours of operation for the farmers’ market and limit the season, frequency of events, or hours of operation, in the City Manager’s discretion.

5. Permits. Licensee shall obtain and maintain during the Agreement term all necessary licenses, and permits required by law, including a City encroachment permit, for the operation of the Farmers’ Market.

6. Compliance with Laws and Regulations.
a. Laws. Licensee shall at all times comply with, and shall pay all costs, expenses, penalties and fines which may be incurred or required to be paid in order to comply with, any and all permitting requirements, laws, statutes, labor codes, ordinances, rules and regulations, including any and all laws or regulations relating to hazardous materials, toxic materials, substances or waste, or public health, safety and welfare and the protection of the environment, the Americans with Disabilities Act of 1990, 42 U.S.C. Sections 12101 et seq., as amended, covenants and restrictions of record, life and fire safety and similar requirements, including those of the State of California, the County of Riverside , City, or other applicable public agency (“Laws”) which apply to the operation and use of the Farmers’ Market Area or any portion thereof, including those requiring additions to be made to, or safety appliances or devices to be maintained or installed in, on or about the Farmers’ Market Area or any portion thereof under any Laws now or hereafter adopted, enacted or made and applicable to the Farmers’ Market Area or any portion thereof, and payment of any fees, charges or assessments arising out of or in any way related to the Farmers’ MarketArea or any portion thereof as a source of adverse environmental impacts or effects. Licensee shall not permit or suffer any mechanic's lien to be filed against the Farmers’ Market Area, or any interest of City or Licensee therein, and shall immediately discharge any such lien.
b. Rules and Regulations. Licensee shall and shall require that all participants and vendors of the farmers’ market, comply with the Rules and Regulations attached hereto as Exhibit B and incorporated herein by reference.

7. Exercise of Due Care. Licensee shall ensure that Licensee and its participants and vendors, and its and their employees, observe and exercise all necessary caution and discretion so as to avoid personal injuries and property damage.

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 218 of 1306 3 8. Insurance. Licensee shall obtain and maintain for the duration of this Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with use of the Farmers’ Market Area by Licensee or its invitees, agents, representatives, employees, or subcontractors. The insurance will be obtained from an insurance carrier authorized to do business in the State of California. The insurance carrier is required to have an A.M. Best Rating of not less than "A-VII":
a. Coverages and Limits. Licensee, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless the Risk Manager approves a lower amount.

These minimum amounts of coverage will not constitute any limitations or cap on Licensee’s indemnification obligations under this Agreement.
b. Commercial General Liability Insurance with a minimum $1,000,000 limitper occurrence. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. Such insurance shall name the City, its officials, agents, volunteers and employees additional insureds.
c. Automobile Liability Insurance Licensee will have coverage of any and all personal vehicles utilized as part of the Farmers Market operation. Such insurance shall have limits required by law.
d. Workers' Compensation and Employer's Liability Insurance. Licensee asserts that she has no employees, however, if employees are hired, Licensee shall obtain Workers' Compensation and Employer Liability insurance that complies with State law. Licensee hereby grants toCity a waiver of any right to subrogation for injuries covered by the Workers’ Compensation policy and agrees to obtain an endorsement to the policy whereby the insurer waives any such right.
e. Notice of Cancellation. All policies required herein shall be in forceduring the life of this Agreement and any extensions of it and will not be canceled without at least forty-five (45) days prior written notice to City sent pursuant to the notice provisions of this Agreement. f. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Licensee will furnish certificates of insurance evidencing compliance with the insurance requirements, and the additional insured endorsement to the Commercial General Liability policy.
g. Failure to Maintain Coverage. If Licensee fails to maintain any of these insurance coverages, then City will have the option to declare the Licensee in breach ormay purchase replacement insurance at Licensee’s expense.

9. Hold Harmless. To the extent permitted by law, Licensee, as a material part of the consideration to be rendered by City under this Agreement, shall exercise it privileges hereunder at its own risk and shall indemnify, defend, reimburse and hold harmless City, its officers, officials, employees, agents, representatives, volunteers, and each of them (collectively, “City Parties”), from and against any and all demands,claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of any kind (collectively, “Claims”), arising in any manner out of (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the City Property, or any part thereof including the Farmers’ Market Area, whether such injury, death, damage or destruction is caused by the person or property of Licensee, its officers, directors, members, employees, agents, consultants, contractors or subcontractors, invitees, guests, or visitors (collectively,“Licensee Parties), relating to any use or activity under this Agreement, (b) any failure by Licensee to faithfully observe or perform any of the terms, covenants or conditions of this Agreement, (c) the use of the Farmers’ Market Area or any activities conducted hereon by Licensee or Licensee Parties, (d) any release or discharge,

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 219 of 1306 4 or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee or Licensee Parties, on, in, under or about the City Property, including the Farmers’ Market Area, or into the environment, or (e) any failure by Licensee to faithfully observe or perform any terms, covenants or conditions of this Agreement; except solely to the extent of Claims resulting directly from the sole negligence or willful misconduct of City or City Parties. In addition to Licensee's obligation to indemnify City, Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. The foregoing indemnity shall include, without limitation, reasonable attorneys', experts’ and consultants' fees and costs, investigation and remediation costs and all other reasonable costs and expenses incurred by C it y a n d C i t y Pa r t i e s , including, without limitation, damages for decrease in the value of the City Property (including the Farmers’ Market Area) and claims for damages or decreases in the value of adjoining property. Licensee's obligations under this Section shall survive the expiration or other termination of this Agreement.

Neither City nor City Parties shall have liability to Licensee or Licensee Parties as the result of damage or loss to property or injury or death to any such person arising on the Farmers’ Market Area or out of the farmers’ market events conducted on the Farmers’ Market Area, except for damages to Licensee property caused by the sole negligence or willful misconduct of City. The parties intend that damages and/or costs and all other terms implying an amount tied to liability shall include consequential damages. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this Section.

10. Alterations. Licensee shall make no alterations, additions or improvements tothe Farmers’ Market Area or any part thereof without prior written approval of City. No stakes or other equipment shall be attached to the City Property, including the Farmers’ Market Area.

11. Maintenance of Premises. Licensee shall keep and maintain the City Property free and clear of any and all trash, refuse, garbage, debris or litter arising from or incidental to its use of the Farmers’ Market Area. Licensee shall keep and maintain the City Property, including the Farmers’ Market Area, in a clean, safe, orderly manner, with clear pedestrian areas. Licensee shall not commit, suffer or permit any waste to remain on the City Property, including the Farmers’ Market Area. At the end of the market day, Licensee shall require their vendors to remove all trash from the site. Licensee only (not their vendors) will have access to a dumpster in the City Hall parking lot for 4-5 bags of trash. Licensee is ultimately response to remove all produce and other market products, debris, rubbish, boxes, booths, stands, structures, and materials of any sort resulting from the use of the Farmers’ Market Area and shall leave the City Property, including the Farmers’ Market Area in a clean, safe condition.

12. Traffic Control Plan. Licensee shall be required to obtain an encroachment permit (at no cost) from the City’s Public Works Department for use of the Farmers’ Market Area. In conjunction with such permit, Licensee shall submit a traffic control plan or entry and exit plan to the farmers’ market showing ingress, egress, delivery routes, and parking or such other information as required by the Public Works Department (“Traffic Control Plan”). Licensee shall, at its sole costs and expense, ensure compliance with the Traffic Control Plan and any other requirements of the encroachment permit throughout the Term of this Agreement. Such Traffic Control Plan may be modified from time to time as determined by the City.

13. Vendor List. Licensee shall, on a quarterly basis, submit an updated Vendor List to City for the preceding quarter and estimated future expectations for same.

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 220 of 1306 5 14. Termination; Suspension. This Agreement may be terminated and the license revoked by the City Manager or Licensee for convenience and with or without cause upon thirty (30) days advance written notice to the other party. Notwithstanding the foregoing to the contrary, City may, in the sole and absolute discretion of the City Manager, terminate or suspend this Agreement on shorter notice as follows:
a. Immediately, City may, in the sole and absolute discretion of the City Manager, terminate this Agreement if (i) Licensee discontinues or abandons operations; (ii) Licensee is adjudged bankrupt or is reorganized under any bankruptcy law; (iii) Licensee fails to keep in force any required insurance policies or bonds; or (iv) Licensee fails to comply with any provision of this Agreement.
b. Immediately, City may, in the sole and absolute discretion of the City Manager, terminate or suspend this Agreement due to emergency circumstances, including due to any health or similar orders by the County and/or State of California, in the sole and absolute discretion of the City Manager.

15. Notice. Notices required hereby shall be deemed to have been fully given when served personally on Licensee or City or when deposited in the United States mail, postage prepaid, and addressed as follows:

To City:

City of Indio, CA
Attention: City Manager
100 Civic Center Mall
Indio, CA 92201
To Licensee:

Smith & Fields, LLC dba CVharvestbox
Ellie Herrera-Campos, Co-Owner/Operator
51270 Avenida Vallejo
La Quinta, CA 92253

16. Independent Contractor. Licensee is an independent contractor and is not an employee of City. Furthermore, City and Licensee are not partners, co-venturers, or in a joint enterprise. Wherever the term "Farmers' Markets" is used herein, the term shall mean, be interpreted, and include Licensee, its grower members, officers, and agents.

17. Subcontracts. No portion of the farmers’ market or any obligations in this Agreement shall be subcontracted without prior written consent of City. In the event Licensee desires to subcontract some or all of the work or obligations specified in this Agreement, Licensee shall furnish City with the names, qualifications, and experience ofthe proposed subcontractor. Licensee shall remain fully liable to City for the farmers’ market events and responsible for the work or obligations to be handled by any approved subcontractor and shall assure compliance with all requirements of this Agreement.

18. Community Outreach; Signs. Licensee shall be responsible for community outreach and publicizing the farmers’ market events, including the signage and advertising. The City may assist Licensee in sharing promotional content on the City’s web pages upon their discretion. All

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 221 of 1306 6 signage and advertising shall be conducted in compliance with City of Indio Municipal Code. City agrees to cooperate with Licensee in strategizing its marketing approach as City deems appropriate. Prior, written approval must be granted by the City for any use of the City logo or any representation that the City is sponsoring the event.

19. Amendment. This Agreement may be amended by a written instrument signed by both parties.

20. Applicable Law and Venue. This Agreement is made, entered into, and shall be performed in the City of Indio, California, and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of theCounty of Riverside.

21. Taxes. Licensee recognizes and understands that it is responsible for the payment of all City, County, State, and Federal taxes required by law.

22. Personal to Licensee. This Agreement and rights granted hereunder are personal to Licensee and may not be transferred in whole or part without the priorwritten consent of City, which City may withhold in its sole and absolute discretion.

23. Entire Agreement. This Agreement, including all Exhibits (which are hereby incorporated by reference), contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement.

No waiver of any condition in or breach of, and no alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by the waiving party.

24. City Obligations. The City shall reimburse the Licensee for the following:
a. The purchase of four (4) Custom Canopies including taxes and shipping costs not to exceed $3,800
b. The purchase of four (4) Table Linens including taxes and shipping costs not to exceed $300
c. Obtainment of Department of Health Permits not to exceed $1,700 The City will also provide to the Licensee for their use during the Farmers’ Market events:
a. Ten (10) Six (6) foot long tables
*The City will provide storage space for the tables and will grant the Licensee access. The Licensee will also be responsible for the reasonable maintenance of the tables.

25. Miscellaneous. This Agreement shall be deemed to be jointly prepared the parties and any ambiguities or uncertainties herein shall be construed neither for nor against either of the parties. The words "including" and "included," shall be interpreted as though followed by the words "without limitation." The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. The individual executing this Agreement on behalf of Licensee has full power and authority to execute and deliver the Agreement onbehalf of Licensee. This Agreement is not intended and shall not be construed to createany third-party benefit. If any action is brought by either party against the other under this

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 222 of 1306 7 Agreement, the prevailing party shall be entitled to recover, and the other party agrees to pay, all attorneys' and other fees and costs fixed by the court.

IN WITNESS WHEREOF, this Agreement is entered into as of the Effective Date.

CITY OF INDIO
Bryan H. Montgomery, City Manager
ATTEST:

Sabdi Sanchez, City Clerk Administrator
APPROVED AS TO FORM:

Steven Graham Pacifico, City Attorney
LICENSEE:

Smith & Fields LLC dba CVharvestbox
Ellie Herrera-Campos, Co-Owner/Operator

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 223 of 1306 8 EXHIBIT A
Depiction of City Property and Farmers Market Area

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 224 of 1306 10 EXHIBIT B
Rules and Regulations for Licensee and Vendors

1. The dumping of wastes and food byproducts is illegal in storm drains and is prohibited.

2. Outdoor cleaning of food service equipment shall be within the vendor’s self-contained units as approved by the City.

3. Trash generated from each event shall be removed daily and not left on the premises.

Licensee, not their vendors, shall have access to a dumpster in the City Hall parking lot for a minimal amount of trash (Up to 5 Trash Bags).

4. Wastewater from vehicle and equipment washing shall not be discharged into the storm drain system.

5. Any and all Environmental Health Permits required by the County of Riverside’s Environmental Health Division shall be continuously maintained and observed throughout the Term of the Agreement.

6. The Farmers’ Market Area and City Property must be cleaned and all garbage and trash removed. Vendor’s and Farmers’ Market equipment and property must be removed after each farmers’ market event.

7. Licensee must install portable toilet facilities as required by the City depending on the expected attendance for the market; the facilities must be installed the day of each event, and removed at the end of that day. The City Manager may provide for an exception in order for the portable toilets to be removed the following morning no later than 9:00 am, reserving the right to rescind that exception with three days’ notice. The portable toilets must be installed in the location identified in the Licensee’s site plan, unless otherwise directed by the City Manager or Public Works Department. Portable toilets must be locked if left overnight. The City may assist in providing portable toilets or providing financial assistance to the Licensee upon the City Manager’s Discretion.

8. The Traffic Control Plan and the terms of the city-issued encroachment permit shall be complied with at all times during Farmers’ Market events.

9. Event hours shall be clearly posted at all times during the Farmers’ Market events.

10. A City of Indio or other governmental agency information booth may be permitted, but no political activity shall take place at any Farmers’ Market event.

11. Licensee shall have the market manager present and available at all Farmers’ Market events. The name and contact information for the market manager shall be provided to the City Manager.

12. Vendor fees and selection of vendors for participation in the Farmers’ Market are at the discretion of the Licensee’s market manager.

13. Vendors and participants shall comply, and Licensee is responsible for ensuring that such vendors and participants are in compliance, with: (a) any and all requirements for

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 225 of 1306 11 participating in a “Farmers’ Market” (as such term is defined in Section 113742 of the California Health and Safety Code and Article 6.5, Title 3 of the CaliforniaAdministrative Code), (b) any and all Laws as defined in Section 7.a. of the Agreement, (c)insurance requirements set forth in Section 9 of the Agreement, and (d) Licensee’s own rules and regulations.

14. Any and all collateral materials for publicity or advertising which include the City’s logo are subject to prior written approval by the City Manager.

15. Licensee shall provide all equipment, including any generators necessary to supplement electrical power available in the Farmers’ Market Area, necessary for the safe operation of the Farmers’ Market.

16. Licensee shall establish a varied mix of producers, food vendors (non-agricultural) and vendors (non-agricultural/non-food) at the Farmers’ Market to provide a diverse selection of products.

17. Licensee shall receive, process, and respond to all City customer concerns related to the operation of the Farmers’ Market.

18. Licensee shall ensure that all food vendors who work with any type of grease material have tarps underneath their cooking areas and utilize tarps over their food areas. Licensee shall ensure that all food vendors who have cooking grills, ovens, smokers or broilers that create heat and smoke are not to be placed where the smoke and grease will cause damage to any green space within or adjacent to the Farmers’ Market Area.

19. Licensee, during and after use, shall maintain the Farmers’ Market Area in a safe, sanitary, neat, and tidy condition. Upon the conclusion of the Farmers’ Market, Licensee shall return the Farmers’ Market Area in as good a condition and repair as the property existed prior to the commencement of the Farmers’ Market. The Farmers’ Market Area shall be clean of litter, refuse, rubbish, and personal property, all trash barrels shall be emptied and all debris removed from adjacent areas (lawns, planters, landscaping, sidewalks, etc.). Licensee shall properly dispose of all trash from the Farmers’ Market.

20. Licensee shall cooperate with and allow access to the Farmers’ Market to all representatives of the City and representatives of other governmental agencies with jurisdiction over the Farmers’ Market at such times as they determine necessary.

21. Licensee shall provide a safe and healthful environment for vendors and customers by setting and enforcing safety measures at all times before, during, and after events.

Examples include, but are not limited to, taping of all exposed cords, immediately cleaning spills, not blocking curb ramps or any other access ramps at any time before, during or after the event, etc.

License Agreement between the City of Indio and Smith & Fields LLC dba C... Page 226 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Mike Washburn, Chief of Police
Subject: Accept a Fiscal Year 2023-2024 State of California - Office of Traffic Safety (OTS) grant under the Selective Traffic Enforcement Program (STEP) in the amount of $70,000 and authorize the City Manager or his designee to execute all necessary grant documents on behalf of the City of Indio.

RECOMMENDATION:

Accept a Fiscal Year 2023-2024 State of California - Office of Traffic Safety (OTS) grant under the Selective Traffic Enforcement Program (STEP) in the amount of $70,000, authorize the City Manager or his designee to execute all necessary grant documents on behalf of the City of Indio, and direct the Finance Department to adjust appropriation and estimated revenue as reflected in the financial details section of this staff report.

SUMMARY:

The State of California's Office of Traffic Safety (OTS) awarded the City of Indio a Selective Traffic Enforcement Program (STEP) grant in the amount of $70,000 to support additional training and trafficspecific enforcement efforts within the City. The enforcement efforts include: DUI checkpoints, DUI saturation patrols, collaborative enforcement efforts, and specific enforcement efforts focused on traffic safety education, distracted driving, and pedestrian and bicycle safety.

BACKGROUND INFORMATION:

The State of California's Office of Traffic Safety’s mission is to administer traffic safety grant funds provided by the National Highway Traffic Safety Administration (NHTSA). The grant funds are intended to create and keep programs to address current and future traffic safety needs. OTS also mounts public awareness campaigns and acts as a primary traffic safety resource in order to enlist the help of the general public and the media to reinforce the ongoing education and enforcement efforts of local agencies.

The City of Indio has historically received grants from OTS to support our Traffic Unit's enforcement and training efforts with the latest grant awarded in Fiscal Year 2019. The purpose of the STEP grant is to utilize best practice strategies to reduce the number of individuals injured or killed in collisions involving alcohol and other factors. The strategies include special enforcement operations encouraging enforcement and public awareness in areas with a high number of crash factors. The program's strategies are also designed to earn media attention to enhance the overall deterrent effect.

In addition to the staffing resources provided by the grant program, the grant will fund DUI checkpoint supplies and equipment.

AGENDA ITEM #8.8
Accept a Fiscal Year 2023-2024 State of California - Office of Traffic S... Page 227 of 1306 FINANCIAL SUMMARY:

Current FY Financial
Impact:
$70,000 In current year budget: No
Current FY General
Fund Impact:
0 Budget adjustment: Yes
Next FY Financial
Impact:
0 Strategic Objective: Public Safety
Source of funds: Office of Traffic Safety - OTS Fund-Org-Object Reference:
225 - Various
Additional Financial Details:

Increase appropriations:
225-511016 Overtime $ 64,015.00
225-524028 Travel & Training $ 4,536.00
225-531060 Small Tools and Equipment $ 1,449.00
$ 70,000.00
Increase estimated revenue:
225-402325 State Grant $ 70,000.00
ATTACHMENTS:

Attachment 1: Indio - PT24092 - Grant agreement
APPROVAL(S):

Mike Washburn, Chief of Police Approved - 11 Sep 2023
Steven Graham, City Attorney Approved - 12 Sep 2023
Alan Garcia, Accountant Approved - 12 Sep 2023
Bryan H. Montgomery, City Manager Approved - 12 Sep 2023

Accept a Fiscal Year 2023-2024 State of California - Office of Traffic S... Page 228 of 1306 9/7/2023 9:06:49 AM Page 1 of 16
State of California – Office of Traffic Safety

GRANT AGREEMENT

GRANT NUMBER
PT24092

1. GRANT TITLE
Selective Traffic Enforcement Program (STEP)

2. NAME OF AGENCY 3. Grant Period
Indio From:

To:
10/01/2023
09/30/2024 4. AGENCY UNIT TO ADMINISTER GRANT
Indio Police Department

5. GRANT DESCRIPTION
Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary crash factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary crash factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and pedestrian crashes, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect.

6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $70,000.00

7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement:
 Schedule A – Problem Statement, Goals and Objectives and Method of Procedure  Schedule B – Detailed Budget Estimate and Sub-Budget Estimate (if applicable)  Schedule B-1 – Budget Narrative and Sub-Budget Narrative (if applicable)  Exhibit A – Certifications and Assurances
 Exhibit B* – OTS Grant Program Manual
 Exhibit C – Grant Electronic Management System (GEMS) Access *Items shown with an asterisk (*), are hereby incorporated by reference and made a part of this agreement as if attached hereto.

These documents can be viewed at the OTS home web page under Grants: www.ots.ca.gov.

We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

8. Approval Signatures
A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL
NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

Erika Martinez
Division Chief of Support Services
[email protected]
(760) 541-4521
46800 Jackson Street
Indio, CA 92201
NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

Bryan Montgomery
City Manager
[email protected]
(760) 391-4015
100 Civic Center Mall
Indio, CA 92201
(Signature) (Date) (Signature) (Date)
C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

Rob Rockwell
Assistant City Manager/Finance Director
[email protected]
(760) 391-4029
100 Civic Center Mall
Indio, CA 92201
NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

Barbara Rooney
Director
[email protected]
(916) 509-3030
2208 Kausen Drive, Suite 300
Elk Grove, CA 95758
(Signature) (Date) (Signature) (Date)

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10. PROJECTED EXPENDITURES
FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED

EXPENDITURES

AGREEMENT
TOTAL $70,000.00

AMOUNT ENCUMBERED BY THIS DOCUMENT
I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above.
$70,000.00

PRIOR AMOUNT ENCUMBERED FOR THIS

AGREEMENT
$ 0.00
OTS ACCOUNTING OFFICER’S SIGNATURE DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE $70,000.00
E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY 9. SAM INFORMATION NAME: Carolyn Vu SAM #:

REGISTERED
ADDRESS:

CITY:

ZIP+4:

L852WV7G8PK5
100 CIVIC CENTER MALL
INDIO
92201-4434
ADDRESS: 2208 Kausen Drive, Suite 300
Elk Grove, CA 95758

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State of California – Office of Traffic Safety

GRANT AGREEMENT
Schedule A

GRANT NUMBER
PT24092

1. PROBLEM STATEMENT
The City of Indio is home to about 91,000 (2022 Census estimation) residents and an additional approx.35,000 part-time residents during the Winter/Spring seasons within 33 square miles. The community is located within the Coachella Valley in Southern California, which is home to longstanding events such as the Coachella and Stagecoach Music Festivals which brings a combined 400,000 additional visitors within a three-week period. We have 405 roadway miles in our city, with 13.2 miles consisting of 6-lane major arterial roads and 52.6 miles of 4-lane boulevard roadways.

Between January 1, 2020 and January 1, 2023, the Indio Police Department reports 633 injury crashes, which resulted in 14 fatalities. During this time period, there were 12 Driving Under the Influence (DUI) injury crashes which resulted in 3 fatalities. The Indio Police Department believes a targeted deployment of saturation patrols is an effective strategy to identify and apprehend drug and alcohol-impaired drivers. Comparative studies have also shown that saturation patrols (when compared to DUI checkpoints) are the most effective method of detecting and apprehending DUI offenders, as measured in arrests per hour (Greene, 2003). Between January 1, 2020, and January 1, 2023, the Indio Police Department reports 10 fatal crashes. Due to the increase in population, pedestrian-related crashes has significantly increased over the years.

There is a common misconception that pedestrians believe they have the "Right of way," at all times when on a roadway. The Traffic Unit conducts several enforcement and education services in the community that relates to pedestrians, such as the Safe Routes to School Program. The regular duties and responsibilities of a traffic officer include, but are not limited to, conducting DUI saturation patrols and other traffic enforcement operations. Staff members in this unit must also devote a significant amount of their regular working hours to conducting in-depth investigations of traffic crashes, specifically those involving serious injuries and fatalities. For example, a single fatal traffic crash investigation could take several months to complete, significantly reducing the investigating officer's unencumbered patrol time. The Indio Police Department plans to conduct best practice strategies (i.e. distracted driving, impaired driving enforcement, and bicycle/pedestrian safety events) on an overtime basis to meet grant objectives. The Indio Police Department wants the resources to completely support our Traffic Unit's efforts to improve roadway safety.

2. PERFORMANCE MEASURES
A. Goals:

1. Reduce the number of persons killed in traffic crashes.

2. Reduce the number of persons injured in traffic crashes.

3. Reduce the number of pedestrians killed in traffic crashes.

4. Reduce the number of pedestrians injured in traffic crashes.

5. Reduce the number of bicyclists killed in traffic crashes.

6. Reduce the number of bicyclists injured in traffic crashes.

7. Reduce the number of persons killed in alcohol-involved crashes.

8. Reduce the number of persons injured in alcohol-involved crashes.

9. Reduce the number of persons killed in drug-involved crashes.

10. Reduce the number of persons injured in drug-involved crashes.

11. Reduce the number of persons killed in alcohol/drug combo-involved crashes.

12. Reduce the number of persons injured in alcohol/drug combo-involved crashes.

13. Reduce the number of motorcyclists killed in traffic crashes.

14. Reduce the number of motorcyclists injured in traffic crashes.

15. Reduce hit & run fatal crashes.

16. Reduce hit & run injury crashes.

17. Reduce nighttime (2100 - 0259 hours) fatal crashes.

18. Reduce nighttime (2100 - 0259 hours) injury crashes.

B. Objectives: Target Number

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1. Issue a press release announcing the kick-off of the grant by November 15. The kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at [email protected], and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release.
1 2. Participate and report data (as required) in the following campaigns; Quarter 1:

National Walk to School Day, National Teen Driver Safety Week, NHTSA Winter Mobilization; Quarter 3: National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Bicycle Safety Month, National Click it or Ticket Mobilization; Quarter 4: NHTSA Summer Mobilization, National Child Passenger Safety Week, and California's Pedestrian Safety Month.
10 3. Develop (by December 31) and/or maintain a “DUI BOLO” program to notify patrol and traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated DUI BOLOs should be distributed to patrol and traffic officers monthly. 12 4. Send law enforcement personnel to the NHTSA Standardized Field Sobriety Testing (SFST) (minimum 16 hours) POST-certified training. 3 5. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired Driving Enforcement (ARIDE) 16 hour POST-certified training. 3 6. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 3

7. Conduct DUI/DL Checkpoints. A minimum of 1 checkpoint should be conducted during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUI/DL checkpoints, departments should issue press releases that mention DL's will be checked at the DUI/DL checkpoint. Signs for DUI/DL checkpoints should read "DUI/Driver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre-approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUI/DL Checkpoint screeners should be DRE- or ARIDE-trained.
2 8. Conduct DUI Saturation Patrol operation(s). 4

9. Conduct Traffic Enforcement operation(s), including but not limited to, primary crash factor violations.
5 10. Conduct highly publicized Distracted Driving enforcement operation(s) targeting drivers using hand held cell phones and texting.
2 11. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in areas or during events with a high number of pedestrian and/or bicycle crashes resulting from violations made by pedestrians, bicyclists, and drivers. 2 12. Conduct Traffic Safety educational presentation(s) with an effort to reach community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety.
4 13. Participate in highly visible collaborative DUI Enforcement operations. 2

14. Participate in highly visible collaborative Traffic Enforcement operations. 2

15. Send law enforcement personnel to DUI Checkpoint Planning and Management training.
2 3. METHOD OF PROCEDURE
A. Phase 1 – Program Preparation (1st Quarter of Grant Year)  The department will develop operational plans to implement the “best practice” strategies outlined in the objectives section.
 All training needed to implement the program should be conducted in the first quarter.  All grant related purchases needed to implement the program should be made in the first quarter.  In order to develop/maintain the “DUI BOLOs,” research will be conducted to identify the “worst of the worst” repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. The DUI BOLO may include the driver’s name, last known address, DOB,

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description, current license status, and the number of times suspended or revoked for DUI. DUI BOLOs should be updated and distributed to traffic and patrol officers at least monthly.  Implementation of the STEP grant activities will be accomplished by deploying personnel at high crash locations.

Media Requirements Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO.

B. Phase 2 – Program Operations (Throughout Grant Year)  The department will work to create media opportunities throughout the grant period to call attention to the innovative program strategies and outcomes.

Media Requirements
The following requirements are for all grant-related activities:
 Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant-related activities to the OTS PIO at [email protected] for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated.
 The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator.
 Pre-approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material.

However, copy the OTS PIO at [email protected] and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public.
 If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at [email protected] for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated.
 Press releases, social media posts and alerts on platforms such as NextDoor and Nixle reporting immediate and time-sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant-related activity is happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.).
 Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at [email protected] and your Coordinator with embargoed date and time or with “INTERNAL ONLY: DO NOT RELEASE” message in subject line of email.  Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at [email protected] for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date.
 Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant-related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval.

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 Submit a draft or rough-cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective) to the OTS PIO at [email protected] and copy your OTS Coordinator for approval prior to the production or duplication.  Use the following standard language in all press, media, and printed materials, space permitting:

Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration.  Space permitting, include the OTS logo on all grant-funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format-appropriate logos, or if space does not permit the use of the OTS logo.  Email the OTS PIO at [email protected] and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant-related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event.

If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grantrelated event or program. Media and program highlights are to be reflected in QPRs.  Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year.
 Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted.

C. Phase 3 – Data Collection & Reporting (Throughout Grant Year)

1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30)

2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30)
 Collect and report quarterly, appropriate data that supports the progress of goals and objectives.  Provide a brief list of activity conducted, procurement of grant-funded items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments.
 Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities.
 Collect, analyze and report statistical data relating to the grant goals and objectives.

4. METHOD OF EVALUATION
Using the data compiled during the grant, the Grant Director will complete the “Final Evaluation” section in the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary of the grant’s accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed.

5. ADMINISTRATIVE SUPPORT
This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion.

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State of California – Office of Traffic Safety

GRANT AGREEMENT
Schedule B

GRANT NUMBER
PT24092

FUND NUMBER CATALOG

NUMBER (CFDA)

FUND DESCRIPTION TOTAL AMOUNT
164AL-24 20.608 Minimum Penalties for Repeat
Offenders for Driving While
Intoxicated
$40,000.00
402PT-24 20.600 State and Community Highway
Safety
$30,000.00

COST CATEGORY FUND
NUMBER

UNIT COST OR
RATE

UNITS TOTAL COST TO
GRANT
A. PERSONNEL COSTS
Straight Time
$0.00
Overtime
DUI/DL Checkpoints 164AL-24 $12,500.00 2 $25,000.00
DUI Saturation Patrols 164AL-24 $2,500.00 4 $10,000.00
Collaborative DUI Enforcement 164AL-24 $1,500.00 2 $3,000.00 Benefits for 164AL OT @ 1.45% 164AL-24 $38,000.00 1 $551.00 Traffic Enforcement 402PT-24 $2,200.00 5 $11,000.00
Distracted Driving 402PT-24 $2,000.00 2 $4,000.00
Pedestrian and Bicycle Enforcement 402PT-24 $2,000.00 2 $4,000.00 Collaborative Traffic Enforcement 402PT-24 $1,500.00 2 $3,000.00 Traffic Safety Education 402PT-24 $775.00 4 $3,100.00
Benefits for 402PT OT @ 1.45% 402PT-24 $25,100.00 1 $364.00 Category Sub-Total $64,015.00
B. TRAVEL EXPENSES
In State Travel 402PT-24 $4,536.00 1 $4,536.00
$0.00
Category Sub-Total $4,536.00
C. CONTRACTUAL SERVICES
$0.00
Category Sub-Total $0.00
D. EQUIPMENT
$0.00
Category Sub-Total $0.00
E. OTHER DIRECT COSTS
DUI Checkpoint Supplies 164AL-24 $1,449.00 1 $1,449.00
Category Sub-Total $1,449.00
F. INDIRECT COSTS
$0.00
Category Sub-Total $0.00
GRANT TOTAL $70,000.00

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State of California – Office of Traffic Safety

GRANT AGREEMENT
Schedule B-1

GRANT NUMBER
PT24092

BUDGET NARRATIVE

PERSONNEL COSTS
DUI/DL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Collaborative DUI Enforcement - Overtime for grant funded Collaborative DUI Enforcement operations conducted by appropriate department personnel
Benefits for 164AL OT @ 1.45% - 1.45% Medicare
Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Collaborative Traffic Enforcement - Overtime for grant funded Collaborative Traffic Enforcement operations conducted by appropriate department personnel
Traffic Safety Education - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel.

Benefits for 402PT OT @ 1.45% - 1.45% Medicare

TRAVEL EXPENSES
In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include the OTS Traffic Safety Law Enforcement Forum and the California Traffic Safety Summit. All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds.

CONTRACTUAL SERVICES
-

EQUIPMENT
-

OTHER DIRECT COSTS
DUI Checkpoint Supplies - On-scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, reflective banners, electronic flares, PAS Device/Calibration Supplies, heater, propane for heaters, fan, anti-fatigue mats, and canopies.

Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. Each item must have a unit cost of less than $5,000 (including tax and shipping).

INDIRECT COSTS
-

STATEMENTS/DISCLAIMERS
There will be no program income generated from this grant.

Nothing in this “agreement” shall be interpreted as a requirement, formal or informal, that a particular law enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under.

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State of California – Office of Traffic Safety

GRANT AGREEMENT
Exhibit A

GRANT NUMBER
PT24092
Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 or Section 1906, Public Law 109-59, as amended by Section 25024, Public Law 117-58) The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies, and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following:

GENERAL REQUIREMENTS
The State will comply with applicable statutes and regulations, including but not limited to:
 23 U.S.C. Chapter 4—Highway Safety Act of 1966, as amended;  Sec. 1906, Public Law 109-59, as amended by Sec. 25024, Public Law 117-58;  23 CFR part 1300—Uniform Procedures for State Highway Safety Grant Programs;  2 CFR part 200—Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards;
 2 CFR part 1201—Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

NONDISCRIMINATION
(applies to all subrecipients as well as States)
The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to nondiscrimination (“Federal Nondiscrimination Authorities”). These include but are not limited to:
 Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);
 49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);  28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964);  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
 Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex);  Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age);
 The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federallyfunded or not);  Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38;  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and LowIncome Populations (preventing discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);
 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP));
 Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and  Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation).

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The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regulations,” respectively.

GENERAL ASSURANCES
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
“No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal financial assistance from DOT, including NHTSA.” The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted.

SPECIFIC ASSURANCES
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:

1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in 49 CFR part 21 will be (with regard to an “activity”) facilitated, or will be (with regard to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.

2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source:
“The [name of Recipient], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.”

3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred in every contract or agreement subject to the Acts and the Regulations.

4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.

5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith.

6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property.

7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.

8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property.

9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.

10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.

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By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub-recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.

The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient.

THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103)
The Subgrantee will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about:

1. The dangers of drug abuse in the workplace;

2. The grantee's policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation, and employee assistance programs;

4. The penalties that may be imposed upon employees for drug violations occurring in the workplace;

5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a);
c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will—

1. Abide by the terms of the statement;

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction;
e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted—

1. Taking appropriate personnel action against such an employee, up to and including termination;

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above.

POLITICAL ACTIVITY (HATCH ACT)
(applies to all subrecipients as well as States)
The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds.

CERTIFICATION REGARDING FEDERAL LOBBYING
(applies to all subrecipients as well as States)

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

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2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions;

3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

RESTRICTION ON STATE LOBBYING
(applies to subrecipients as well as States)
None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(applies to all subrecipients as well as States)

INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES)

1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment.

4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.

6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.

7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or

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otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website
(https://www.sam.gov/).

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS—

PRIMARY TIER COVERED TRANSACTIONS

1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal.

INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or

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otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website
( https://www.sam.gov/).

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION—

LOWER TIER COVERED TRANSACTIONS

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

BUY AMERICA
(applies to subrecipients as well as States)
The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation.

CERTIFICATION ON CONFLICT OF INTEREST
(applies to subrecipients as well as States)

GENERAL REQUIREMENTS
No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward. Based on this policy:

1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents. a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations.

2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct.

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DISCLOSURE REQUIREMENTS
No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities. Based on this policy:

1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict.

2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict.

3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States)
The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists.

POLICY ON SEAT BELT USE
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references.

POLICY ON BANNING TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving companyowned or rented vehicles, Government-owned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

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City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Purchase of internet, cable, and voice services from Charter Communications, DBA Spectrum, for three years not to exceed $130,000 per year.

RECOMMENDATION:

Approve the purchase of internet, cable, and voice services from Charter Communications, LLC, dba Spectrum, for three years in an amount not to exceed $130,000 per year.

SUMMARY:

The City has used Spectrum for internet, data, cable, and voice services for several years across all City sites. Staff requests authorization to continue to purchase these services from Spectrum for fiscal years 2023-2024, 2024-2025, and 2025-2026 in an amount not to exceed $130,000 per year.

BACKGROUND INFORMATION:

In the past year the City has added several services with Spectrum which has increased our costs with Spectrum above the City Manager's authorization. In April of 2023, the City of Indio went out to bid for phone services for it's City Hall and Police Department. After the bids were received Spectrum came in as the low bid and the City is currently working with Spectrum to port the City Hall and Police Department's phone numbers from the current provider to Spectrum. In May of 2023, City Council approved the agreement between the Indio Police Department and Riverside County for the use of PSEC radio system. For the Police Department to utilize PSEC, it requires two dedicated point to point data connections between the City of Indio and Riverside County Sheriff, one connection in Riverside and the other is at the Riverside County EOC. The City contracted with Spectrum to provide the connections as required by Riverside County. As the Public Safety Campus is being build the City will increase its internet connection for the Police Department from a 300/30 connection to a 1Gig connection and increase the number of cable boxes, which will increase the costs for internet and cable.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$130,000 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment: No
Next FY Financial
Impact:
$130,000 Strategic Objective: Public Safety
AGENDA ITEM #8.9
Purchase of internet, cable, and voice services from Charter Communicati... Page 245 of 1306 Source of funds: IT ISF Fund-Org-Object
Reference:

Multiple
Additional Financial Details:

All costs have been budgeted in the IT ISF in following GL Accounts:
602-524004 Cable
602-524008 Communications
602-524026 Phone.

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City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Mike Washburn, Chief of Police
Subject: Resolution No. 10394, Extending Participation in the Riverside County Abandoned Vehicle Abatement Service Authority.

RECOMMENDATION:

Adopt Resolution No. 10394, extending participation in the Riverside County Abandoned Vehicle Abatement Service Authority.

SUMMARY:

Acceptance of staff’s recommendation will continue to allow the City of Indio to remove and dispose of abandoned, wrecked, dismantled, or inoperative vehicles and seek time and cost reimbursement through the Riverside County Abandoned Vehicle Abatement Service Authority.

BACKGROUND INFORMATION:

In 1990, the California State Legislature enacted legislation allowing for the creation of county-based vehicle service authorities pursuant to the provisions of Vehicle Code Section 22710. Participation in this program must be renewed by the service authority every ten (10) years and can only done so with a majority approval of all participating member jurisdictions.

In June 1994, the Riverside County Abandoned Vehicle Abatement Service Authority (AVA Service Authority) was formed. It imposed a one-dollar vehicle registration fee on vehicles registered to all owners with addresses in the County of Riverside. Since then, participation has been renewed twice, once in 2004 and the other in 2014. Participation is currently rescheduled to sunset in 2024 unless a majority of participating members extend their involvement in the AVA Service Authority.

Since the program's inception in 1994, the AVA Service Authority has distributed more than $35 million to participating jurisdictions within Riverside County. Currently, twenty-four (24) member cities, along with Riverside County, participate in the AVA Service Authority. County-wide, over 189,000 abandoned, wrecked, or inoperative vehicles have been abated and removed from service. Since 2012, the City of Indio has abated over 2000 vehicles and been reimbursed approximately $490,000.00 by the AVA Service Authority.

Participating jurisdictions are currently in the process of adopting their respective resolution approving the 10-year extension of the AVA Service Authority. Adopting resolution 10394 is the first step in the formal process of renewing the AVA Service Authority. Once each member jurisdiction approves their participation in AVA Service Authority, the Riverside County Board of Supervisors will vote to ratify a ten (10) year extension of the program.

AGENDA ITEM #8.10
Resolution No. 10394 , Extending Participation in the Riverside County A... Page 247 of 1306 Therefore, staff recommends that the City Council adopt Resolution No. 1,0394, extending the Abandoned Vehicle Abatement Program until May 14, 2034.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$23,000 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Public Safety
Source of funds: Abandoned Vehicles Fund Fund-Org-Object Reference:
219
Additional Financial Details:
219-511016 $ 10,000
219-521064 $ 3,000
219-531060 $ 10,000
ATTACHMENTS:

Attachment 1 - Resolution 10394
APPROVAL(S):

Mike Washburn, Chief of Police Approved - 07 Sep 2023
Steven Graham, City Attorney Approved - 07 Sep 2023
Alan Garcia, Accountant Approved - 08 Sep 2023
Bryan H. Montgomery, City Manager Approved - 08 Sep 2023

Resolution No. 10394 , Extending Participation in the Riverside County A... Page 248 of 1306 1 RESOLUTION NO. 10394

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

CALIFORNIA, AUTHORIZING THE EXTENSION OF THE SERVICE FEE

COLLECTED ON BEHALF OF THE RIVERSIDE COUNTY

ABANDONED VEHICLE ABATEMENT SERVICE AUTHORITY UNTIL
MAY 2024
WHEREAS, the Riverside County Abandoned Vehicle Abatement Service Authority was formed on or about June 1, 1994, pursuant to the provisions of California Vehicle Code §§ 9950.7 and 22710 enacted by the Legislature in 1990 which authorize the establishment of a service authority and imposition of a service fee on all registered motor vehicles located within a county; and
WHEREAS, beginning in June 1994 and continuing to the present, the Riverside County Abandoned Vehicle Abatement Service Authority has been the recipient of service fees collected on its behalf by the California Department of Motor Vehicles; and WHEREAS, the service fees received by the Riverside County Abandoned Vehicle Abatement Service Authority are used to reimburse local governmental agencies for a portion of their costs incurred as a result of the abatement, removal and disposal as public nuisances of any abandoned, wrecked, dismantled, or inoperative vehicles or parts thereof; and
WHEREAS, the Riverside County Abandoned Vehicle Abatement Service Authority apportions and distributes service fee proceeds to each member agency according to the formula set forth in California Vehicle Code §§ 22710; and WHEREAS, since the establishment of the Abandoned Vehicle Abatement program in June 1994, it has disbursed $35,128,331.25 in service fee proceeds to member agencies and caused the abetment of approximately 189,776 abandoned, wrecked, dismantled, or inoperative vehicles located in various cities and the unincorporated area of Riverside County; and
WHEREAS, the service fee collected as part of the Abandoned Vehicle Abatement Service Authority program is set to expire in May 2024; and WHEREAS, the Legislature recently amended California Vehicle Code § 9250.7 to allow for an extension of the service fee collected as part of the Abandoned Vehicle Abatement program in increments of up to 10 years each if the board of supervisors of the county, by a two-thirds vote, and a majority of the cities comprising a majority of the population of the incorporated areas within the county adopt resolutions providing for the extension of the service fee; and

Resolution No. 10394 , Extending Participation in the Riverside County A... Page 249 of 1306 2 WHEREAS, it is desirable to the City of Indio to have the Abandoned Vehicle Abatement program continue beyond its current termination date of May 2024.

NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Indio, California approves the extension of the service fee collected on behalf of the Riverside County Abandoned Vehicle Abatement Service Authority until May 14, 2024.

PASSED, APPROVED AND ADOPTED this 18th day of September 2023. _____________________________________

OSCAR ORTIZ
MAYOR
ATTEST:
________________________________

SABDI SANCHEZ, CMC

CITY CLERK ADMINISTRATOR

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City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Bryan White, Fire Chief
Subject: Resolution No. 10389 acknowledging receipt of a report made by the Fire Chief of Indio Fire Department regarding compliance with the annual inspection of certain identified occupancies pursuant to sections 13146.2 and 13146.3 of the California Health and Safety Code.

RECOMMENDATION:

Adopt Resolution No. 10389 acknowledging receipt of a report made by the Fire Chief of Indio Fire Department regarding compliance with the annual inspection of certain identified occupancies pursuant to sections 13146.2 and 13146.3 of the California Health and Safety Code.

SUMMARY:

Senate Bill (SB) 1205 was approved on September 27, 2018, which requires annual reporting to the City Council on fire departments compliance of state mandated inspections of certain occupancies. In accordance with California Health and Safety Codes 13146.2, 13146.3, and 13146.4 all identified occupancy’s have been inspected.

BACKGROUND INFORMATION:

California Health and Safety Code Sections 13145 and 13146 mandate City and County Fire Departments to enforce building standards adopted by the State Fire Marshal. Included in these standards are requirements for annual inspections of identified hotels, motels, lodging house, and apartment houses, as well as identified private and public schools.

In September 2018, the State of California approved SB 1205 adding Health and Safety Code Section 13146.4 which became effective on January 1, 2019, requiring City and County Fire Departments to report annually to its administering authority or City Council, a State Mandate Compliance report.

California Health & Safety Code Section 13146.2 and 13146.3 requires all fire departments, including the Indio Fire Department, that provide fire protection services to perform annual inspections in every building identified as a public or private school, hotel, motel, lodging house, apartment house, and certain identified residential care facilities for compliance with the building standards, known as “E” occupancies and “R” occupancies. The Indio Fire Department identified and inspected 35 “E” occupancies and 123 “R” occupancies during the reporting period of July 1, 2022, through June 30, 2023.

AGENDA ITEM #8.11
Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 251 of 1306 As required by the Health and Safety, the Indio Fire Department is required to provide its report and in turn, the City Council is required to acknowledge receipt of the Indio Fire Department’s report and its compliance with California Health and Safety Code Sections 13146.2 and 13146.3.

ATTACHMENTS:

Attachment 1 - Resolution No. 10389 - Fire Code Sections 13146.2 & 13146.3 Attachment 2 - Senate Bill No. 1205
APPROVAL(S):

Matthew Griffith, Assistant Fire Marshal Approved - 24 Aug 2023 Bryan H. Montgomery, City Manager Approved - 24 Aug 2023

Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 252 of 1306

INDIO OFFICE OF THE FIRE MARSHAL
46-990 Jackson Street • Indio, California 92201
Phone (760) 391-4057 • Fax (760) 775-3710 • Indio.org
RESOLUTION NO. 10389

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

ACKNOWLEDGING RECEIPT OF A REPORT BY THE INDIO FIRE CHIEF

REGARDING COMPLIANCE WITH THE ANNUAL INSPECTION OF CERTAIN OCCUPANCIES PURSUANT TO SECTIONS 13146.2 and 13146.3 OF THE

CALIFORNIA HEALTH AND SAFETY CODE
WHEREAS, California Health & Safety Code Section 13146.4 was added in 2018 and became effective on January 1, 2019.

WHEREAS, fire protection services are provided to the City of Indio by the County of Riverside, through its Cooperative Fire Program Fire Protection Reimbursement Agreement with the California Department of Forestry and Fire Protection and as used herein shall be referred to as the “Indio Fire Department”
WHEREAS, California Health & Safety Code Section 13146.4 requires all fire departments, including Indio Fire Department, that provide fire protection services, to report annually to its administering authority on its compliance with Health & Safety Code Sections 13146.2 and 13146.3.

WHEREAS, California Health & Safety Code Section 13146.2 and 13146.3 requires all fire departments, including Indio Fire Department, that provide fire protection services to perform annual inspections in every building used as a public or private school, hotel, motel, lodging house, apartment house, and certain residential care facilities for compliance with building standards, as provided (“Inspections”).

WHEREAS, the Indio Fire Department has conducted the Inspections for the period covering July 1, 2022, through June 30, 2023; and
WHEREAS, the Council of the City of Indio intends this Resolution to fulfill the requirements of the California Health & Safety Code 13146.4 regarding acknowledgment of Indio Fire Department’s compliance with California Health and Safety Code Sections 13146.2 and 13146.3.

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

Section 1. The above recitals are true and correct and are incorporated herein.

Section 2. The Indio Fire Department has reported to the City Council that it has completed 100% of the annual inspections of the identified Group E occupancies, buildings, structures and/or facilities in the City of Indio for the time period of July 1, 2022 to June 30, 2023. Group E occupancies, for the purposes of this Resolution, are generally those public and private schools, used by more than six persons at any one time for educational purposes through the 12th grade.

Section 3. The Indio Fire Department has reported to the City Council that is has completed 100% of the annual inspections of the identified Group R occupancies, buildings, structures and/or

Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 253 of 1306 facilities in the City of Indio for the time period of July 1, 2022 to June 30, 2023. Residential Group R occupancies, for the purposes of this Resolution, are generally those occupancies containing sleeping units, and include hotels, motels, apartments (three units or more), etc. as well as other residential occupancies (including a number of residential care facilities). These residential care facilities have a number of different sub-classifications, and they may contain residents or clients that have a range of needs, including those related to custodial care, mobility impairments, cognitive disabilities, etc. The residents may also be non-ambulatory or bedridden.

Section 4. The Indio City Council hereby expressly acknowledges the measure of compliance of Indio Fire Department with Health and Safety Code sections 13146.2 and 13146.3 in the City of Indio for the time period of July 1, 2022 to June 30, 2023, as described in Sections 2 and 3 of this Resolution.

Section 5. This Resolution shall become effective immediately upon its adoption.

Section 6. The City Clerk shall certify to the adoption of this resolution.

PASSED, APPROVED AND ADOPTED this 18th day of September 2023. __________________________________

OSCAR ORTIZ
MAYOR
ATTEST:
____________________________

SABDI SANCHEZ, CMC

CITY CLERK ADMINISTRATOR

Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 254 of 1306 ?»\ 33%Am,
/ LEGISLATIVE INFORMATION
3," .,,4°,m3m,n Calilomia Law Publications Other Resources My Subscriptions My Favoriies SB-1205 Fire protection services: inspections: compliance reporting. (?.017~2G1?) SHARE THIS: .- DIM Published: O9/27/301! 09:00 PM
Senate Bill No. 1205
CHAPTER 854
An act to add Section 13146.4 to the Health and Safety Code, relating to ?re protection. [ Approved by Governor September 27, 2018. Filed with Secretary of State September 27, 2018. 1
LEGISLATIVE COUNSEI.'S DIGEST
SB 1205, Hill. Fire protection services: inspections: compliance reporting.

Existing law requires the chief of any city or county fire department or district providing fire protection services and his or her authorized representatives to inspect every building used as a public or private school within his or her )l.lrlSdiCll0l'I, for the purpose of enforcing speci?ed building standards, not less than once each year, as provided. Existing law requires every city or county ?re department or district providing ?re protection services that is required to enforce speci?ed building standards to annually inspect certain structures, including hotels, motels, lodging houses, and apartment houses, for compliance with building standards, as provided.

This bill would require every city or county fire department. city and county fire department, or district required to perform the above-described inspections to report annually to is administering authority, as de?ned, on the department's or district's compliance with the above-described inspection requirements, as provided. The bill would require the administering authority to acknowledge receipt of the report in a resolution or a similar formal document. To the extent this bill would expand the responsibility of a local agency, the bill would create a statemandated local program.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.

This bill would provide that, if the Commission on State Mandates determines that the bill contains costs mandated by the state, reimbursement for those costs shall be made pursuant to the statutory provisions noted above.

Vote: majority Appropriation: no Fiscal Committee: yes Local Program: yes THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

SECTION 1. Section 13146.4 I5 added to the Health and Safety Code, to read:
13146.4. (a) Every city or county fire department, city and county ?re department, or district required to perform an annual inspection pursuant to Sections 13146.2 and 13146.3 shall report annually to its administering authority on its compliance with Sections 13146.2 and 13146.3. (b) The report made pursuant to subdivision (a) shall occur when the administering authority discusses is annual budget, or at another time determined by the administering authority.

Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 255 of 1306 (c) The administering authority shall acknowledge receipt of the report made pursuant to subdivision (a) in a resolution or a similar formal document.
(d) For purposes of this section, "administering authority" means a city council, county board of supervisors, or district board, as the case may be.

SEC. 2. If the Commission on State Mandates determines that this act contains costs mandated by the state, reimbursement to iocai agencies -and school districts for those costs shall be made pursuant to Part 7 (commencing with Section 17500) of Division 4 of Title 2 of the Government Code.

Resolution No. 10389 acknowledging receipt of a report made by the Fire ... Page 256 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Timothy Wassil, Public Works Director
Subject: Second Reading of Ordinance No. 1797, an Ordinance of the City Council of the City of Indio, acting as the Legislative Body of the City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services) authorizing the levy of a special tax within Annexation Area No. 83 annexed to said District
RECOMMENDATION:

Approve Second Reading of Ordinance No. 1797, an Ordinance of the City Council of the City of Indio, acting as the Legislative Body of the City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services) authorizing the levy of a special tax within Annexation Area No. 83 annexed to said District
ATTACHMENTS:

Attachment No. 1 - Ordinance No. 1797 - Annex No. 83
AGENDA ITEM #8.12
Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 257 of 1306 1 ORDINANCE NO. 1797

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF INDIO,

CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF
INDIO COMMUNITY FACILITIES DISTRICT NO. 2004-1 (LAW

ENFORCEMENT, FIRE AND PARAMEDIC SERVICES) AUTHORIZING
THE LEVY OF A SPECIAL TAX WITHIN ANNEXATION AREA NO. 83

ANNEXED TO SAID DISTRICT
WHEREAS, on June 21, 2023, the City Council (the “Council”) of the City of Indio, California (the “City”), adopted Resolution No. 10373 stating its intention to annex certain properties, consisting of (Parcel Map No. 38493) (“Annexation Area No. 83”), into City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services) (the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, (the “Act”); and
WHEREAS, notice was published as required by law relative to the intention of the Council to annex Annexation Area No. 83 into the District; and WHEREAS, on August 16, 2023 this Council held a noticed public hearing as required by law relative to the determination to proceed with the annexation of Annexation Area No. 83 into the District and the rate and method of apportionment and manner of collection of the special tax to be levied within Annexation Area No. 83 to finance certain public services; and
WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the annexation of Annexation Area No. 83 were heard and a full and fair hearing was held; and
WHEREAS, the Council subsequent to said hearing adopted Resolution No. 10383 determining the validity of prior proceedings relative to the annexation of Annexation Area No. 83 annexed Annexation Area No. 83 into the District and authorized the levy of a special tax within Annexation Area No. 83; and WHEREAS, the Council subsequent to said hearing adopted Resolution No. 10384 which called an election within Annexation Area No. 83; for August 16, 2023 on the proposition of levying a special tax; and
WHEREAS, on August 16, 2023 an election was held within Annexation Area No. 83 in which the eligible electors approved by more than two-thirds vote the proposition of levying a special tax;

NOW THEREFORE, BE IT ORDAINED, BY THE CITY COUNCIL OF THE CITY OF INDIO AS FOLLOWS:

Section 1. A special tax is levied within the boundaries of Annexation Area No. 83 pursuant to the formula set forth in Exhibit “A” attached hereto and incorporated by

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 258 of 1306 2 reference in an amount necessary to finance a portion of the cost of providing law enforcement, fire and paramedic services that are in addition to those provided in the territory within Annexation Area No. 83 prior to the annexation of Annexation Area No. 83 respectively, into the District.

Section 2. This legislative body is hereby further authorized each year, by resolution adopted as provided in section 53340 of the Act, to determine the specific special tax rate and amount to be levied for the next fiscal year, except that the special tax rate to be levied shall not exceed the maximum rate set forth in Exhibit “A.” Section 3. All of the collections of the special tax shall be used as provided for in the Act and this Ordinance.

Section 4. The above authorized special tax shall be collected in the same manner as ordinary ad valorem taxes are collected and shall be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes.

Section 5. The Mayor shall sign this ordinance and the City Clerk shall attest to such signature. The City Clerk is directed to cause the title and summary or text of this ordinance, together with the vote thereon, in the form attached as Exhibit B, to be published within fifteen (15) days after its passage at least once in a newspaper of general circulation published and circulated within the territorial jurisdiction of the City, and to post at the main office of the City a certified copy of the full text of the adopted ordinance along with the names of the Council Members voting for and against the ordinance.

Section 6. This ordinance relating to the levy of the special tax takes effect and shall be in force from and after 30 days from the date of final passage. A copy of this ordinance shall be transmitted to the Clerk of the Board of Supervisors of Riverside County, the Assessor and the Treasurer-Tax Collector of Riverside County.

PASSED, APPROVED, and ADOPTED this 18th day of September 2023.

_____________________________

OSCAR ORTIZ
MAYOR
ATTEST:
_________________________

SABDI SANCHEZ, CMC

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 259 of 1306 3 CITY CLERK ADMINISTRATOR

EXHIBIT A

RATE AND METHOD OF APPORTIONMENT

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 260 of 1306 Error! Unknown document property name.

RATE AND METHOD OF APPORTIONMENT FOR
CITY OF INDIO COMMUNITY FACILITIES DISTRICT NO. 2004-1
(LAW ENFORCEMENT, FIRE and PARAMEDIC SERVICES)
A Special Tax as hereinafter defined shall be levied on all Assessor’s Parcels in Community Facilities District No. 2004-1 of the City of Indio (“CFD No. 2004-1”) and collected each Fiscal Year commencing in Fiscal Year 2004-05, in an amount determined by the City Council of the City of Indio, through the application of the Rate and Method of Apportionment as described below. All of the real property in CFD No. 2004-1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s parcel number.
“Assessor’s Parcel Map” means an official map of the County Assessor of the County designating parcels by Assessor’s parcel number.
“CFD Administrator” means an official of the City, or designee thereof, responsible for providing for the levy and collection of the Special Taxes. “CFD No. 2004-1” means City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services).
“City” means the City of Indio.
“City Council” means the City Council of the City.
“Commercial or Industrial Property” means for each Fiscal Year, property for which a building permit for new construction of a commercial or industrial use building was issued after May 1, 2004.
“County” means the County of Riverside.
“Developed Multi-Family Residential Property” means for each Fiscal Year, all Taxable Property for which a building permit for new construction of a multi-family dwelling with two or more units was issued after May 1, 2004 and prior to June 30 of the prior Fiscal Year, exclusive of property for which the property owner pays Transient Occupancy Taxes or the property owner has entered into an agreement with the City pursuant to which such property owner pays Transient Occupancy Taxes.

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 261 of 1306 2 “Developed Property” means for each Fiscal Year, all Developed Multi-Family Residential Property and Developed Single-Family Residential Property. “Developed Single-Family Residential Property” means for each Fiscal Year. All Taxable Property for which a building permit for new construction of a single-family dwelling unit was issued after May 1, 2004 and prior to June 30 of the prior Fiscal Year. Excluding any Developed Single-Family Restricted Residential Property. “Fiscal Year” means the period starting July I and ending on the following June 30. “Resolution of Formation” means the resolution adopted by the City as authorized by Section 53325.1 of the California Government Code.
“Special Tax” means the special tax.to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.
“State” means the State of California.
“Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD No. 20041 which are not exempt from the Special Tax pursuant to law or Section E below. “Transient Occupancy Taxes” means those taxes payable to the City pursuant to Ordinance No. 408, as it may be amended from time to time. “Undeveloped Property” means, for each Fiscal Year, all Assessor’s Parcels not classified as Developed Property or Commercial or Industrial Property.

B. ASSIGNMENT TO LAND USE CLASSES
Each Fiscal Year, all Taxable Property within CFD No. 2004-1 shall be classified as Developed Single-Family Residential Property, or Developed Multi-Family Residential Property, and shall be subject to Special Taxes in accordance with the rate and method of apportionment determined pursuant to Sections C and D below.

C. MAXIMUM SPECIAL TAX

1. Developed Single-Family Residential Property
a. Maximum Special Tax - The 2004-05 Maximum Special Tax for each Assessor’s Parcel classified as Developed Single-Family Residential Property shall be $524.44
b. Increase in the Maximum Special Tax - On each. July 1, commencing on July 1, 2005. The Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 262 of 1306 3 2. Developed Multi-Family Residential Property
a. Maximum Special Tax - The 2004-05 Maximum Special Tax for each Assessor’s Parcel classified as Developed Multi-Family Residential Property shall be $524.44 multiplied by the number of separate dwelling units applicable to such Assessor’s Parcel.
b. Increase in the Maximum Special Tax - On each July 1, commencing on July 1. 2005. The Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2004-05 and for etch following Fiscal Year, the City Council shall levy the Special Tax at the Maximum Special Tax on all Developed Single-Family Residential Property and Developed Multi-Family Residential Property.

E. EXEMPTIONS; EXCLUSIONS
No Special Tax shall be levied on Undeveloped Property, Commercial or Industrial Property or for Developed Property developed as part of a development with less than 4 units.

In the event that a Developed Multi-Family Residential Property that has been excluded from a levy of the Special Tax by reason of the payment by the property owner of Transient Occupancy Tax, and should that payment be terminated, such Assessor Parcel shall not longer be excluded from Developed Multi-Family Residential Property and will be subject to the Special Tax.

F. APPEALS AND INTERPRETATIONS
Any taxpayer may file a written appeal of the Special Tax on his/her property with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes.

During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the calculation of the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall eliminate or reduce the Special Tax on the appellant’s property and/or provide a refund to the appellant. If the CFD Administrator disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has 30 days in which to appeal to the Board by filing a written notice of appeal with the Board Secretary. Provided that the appellant is current in his/her payments of Special Taxes. The- second appeal must specify the reasons for its disagreement with the CFD Administrator’s determination.

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 263 of 1306 4 G. MANNER OF COLLECTION
The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 2004-1 may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.

H. PREPAYMENT OF THE SPECIAL TAX
The Special Tax may not be prepaid.

I. TERM OF THE SPECIAL TAX
The Annual Maximum Special Tax shall be levied in perpetuity or until Law Enforcement, Fire and Paramedic Services are no longer being provided by the City within CFD No. 2004-1, whichever is earlier. The Maximum Annual Special Tax shall be reviewed by the City Council at the end of each ten year period.

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 264 of 1306 Error! Unknown document property name.

EXHIBIT B
NOTICE OF ADOPTION OF ORDINANCE NO. 1797
NOTICE IS HEREBY GIVEN that on January 19, 2022, at the Council Chambers of the City of Indio, 100 Civic Center Mall, Indio, California 92201, the City Council of the City of Indio, in its capacity as the legislative body of the City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services), held a public hearing and adopted Ordinance No. 1797. A summary of Ordinance No. 1797 follows and is marked as Exhibit “A”. At said time and place the testimony of all interested persons or taxpayers for or against said ordinance was heard.

Ordinance No. 1797 was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

CITY COUNCIL OF THE CITY OF INDIO,

ACTING AS THE LEGISLATIVE BODY OF

THE CITY OF INDIO COMMUNITY
FACILITIES DISTRICT NO. 2004-1 (LAW

ENFORCEMENT, FIRE AND PARAMEDIC

SERVICES)
Dated: _________________, 2023 By
Cynthia Hernandez, CMC
City Clerk of the City of Indio

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 265 of 1306 2 EXHIBIT “A”

TO NOTICE OF ADOPTION OF ORDINANCE

BEFORE THE CITY COUNCIL OF THE CITY OF INDIO IN ITS CAPACITY AS

THE LEGISLATIVE BODY OF THE CITY OF INDIO COMMUNITY FACILITIES DISTRICT NO. 2004-1 (LAW ENFORCEMENT, FIRE AND PARAMEDIC

SERVICES)

IN THE MATTER OF
Authorizing the Levy of a
Special Tax Within Annexation
Area No. 83 Annexed to City of
Indio Community Facilities
District No. 2004-1 (Law
Enforcement, Fire and
Paramedic Services)
) ORDINANCE NO. 1797 SUMMARY
)
)
)
)
)
)
The ordinance authorizes the levy of an annual special tax within Annexation Area No. 83 annexed to City of Indio Community Facilities District No. 2004-1 (Law Enforcement, Fire and Paramedic Services) (the “District”), collected in the same manner as ordinary ad valorem taxes, in an amount necessary to finance a portion of the cost of providing law enforcement, fire and paramedic services that are in addition to those provided in the territory within Annexation Area No. 83 prior to the annexation of Annexation Area No. 83 respectively, to the District, which is necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within Annexation Area No. 83
DATED: ____________________, 2023 CITY OF INDIO
By:

Cynthia Hernandez, CMC
City Clerk of the City of Indio

Second Reading of Ordinance No. 1797 , an Ordinance of the City Council ... Page 266 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Mike Washburn, Chief of Police
Subject: Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks and the upfitting costs in the amount of $352,161.72.

RECOMMENDATION:

Authorize the purchase of four (4) Ford F-150 trucks and two (2) Ford Maverick trucks from Fiesta Ford, for an amount not to exceed $287,448.72, based upon the lowest bid; and authorize the upfitting of those six (6) police support vehicles by Dana Safety for a cost not to exceed $64,713.00.

SUMMARY:

Six (6) police support vehicles have met the criteria for replacement. The timely replacement of aged and worked police support vehicles ensures that Police Department personnel continue to have reliable vehicles for the course of their work. Replacing aged and worked vehicles also helps the City avoid excessive repair and maintenance costs that tend to rise as vehicles age. After significant research efforts by Police Department staff working in conjunction with Fleet Maintenance staff, procuring the vehicles from our local Ford dealer, Fiesta Ford, is the City’s best available option as we are including a five-year/100,000 mile service contract. We are also seeking police equipment upfitting for the six vehicles to be performed by Dana Safety as they have the available equipment to begin work on the vehicles once received by Ford.

BACKGROUND INFORMATION:

The City solicited quotes from various Ford dealers. Those quotes are summarized below. Shortly after receiving quotes from three vendors, the City was informed that the Ford Motor Company was no longer taking orders, presumably because orders exceeded available stock. However, the Ford fleet ordering bank has re-opened and the City is now able to place orders for the necessary vehicles.

Staff is recommending Fiesta Ford as they are offering a five-year/100,000 mile service contract.

Ford F-150 Truck
Fiesta Ford, Indio, CA $56,420.14
(Includes 5-year/100,000 Mile Service Contract)
Duval Ford, Jacksonville, FL $52,797.86
Ford Maverick Truck
Fiesta Ford, Indio, CA $30,884.08
(Includes 5-year/100,000 Mile Service Contract)
Duval Ford, Jacksonville, FL $39,914.98
AGENDA ITEM #8.13
Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 267 of 1306 Staff is also recommending Dana Safety Supply perform the upfitting of the police support equipment due to its track record of providing comprehensive services with other municipal, state, and federal law enforcement agencies. The proposed vehicle upfitting service is poised to expedite the overall delivery timeframe and will ensure the cohesiveness of having a single installation company for all necessary equipment.

The Indio Police Department is also requesting this purchase be conducted pursuant to the "Limited availability/ sole source" exemption under Section 33.116 (C)(4)(b) of the Indio Municipal Code. Dana Safety Supply, Inc. works with a wide array of equipment manufacturers to source the various equipment needed to upfit the vehicles within a reasonable timeframe. The working relationship with safety equipment manufacturers results in cost savings, expedited equipment delivery, and overall installation time.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$352,161.72 In current year budget: Yes
Current FY General
Fund Impact:
$0.00 Budget adjustment: No
Next FY Financial
Impact:
$0.00 Strategic Objective: Public Safety
Source of funds: Vehicle Replacement Fund Fund-Org-Object Reference:
603-555003 – Vehicle
Replacement Fund
Additional Financial Details:

The cost of the purchase in the amount of $352,161.72 will be paid for through the Vehicle Replacement Fund 603-555003
ATTACHMENTS:

Attachment 1: Fiesta Ford Vehicle Bid
Attachment 2: Maverick Upfitting Quote
Attachment 3: F-150 Upfitting Quote
APPROVAL(S):

Mike Washburn, Chief of Police Approved - 11 Sep 2023
Steven Graham, City Attorney Approved - 12 Sep 2023
Alan Garcia, Accountant Approved - 12 Sep 2023
Bryan H. Montgomery, City Manager Approved - 12 Sep 2023

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 268 of 1306 FIEsTrr
@ ffi *eul,l;#,"tlrrro
Four f150 crew police lncluding sales & dmv fees and service contract 5years/100000miles 5s6420.1,4 x4 = S225680.s6
Two maverick including sales & dmv fees and service contract 5year/100000 miles 530884.08 x2 = 6L768.'J.5
s22s680.s6
+61768.15
TorAL 5287,448.72

RON OLSON

FLEET DIRECTOR

FIESTA FORD
78-99o^ @ o frgoro. Crurrpor+trrUa 922o.3
WtrIW.FIEST,IFE'RD.COM PHdhuE 060 772-aOOO

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 269 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:
1 N 1 a6OM10JYID INFO 0.0000 0.00

VEHICLE INFORMATION
Warehouse: LOSA
VEHICLE INFORMATION-2024 Ford Maverick White
1 Y 1 a6OM10JYIT MISC 1,795.0000 1,795.00
lSOUNDOFF (ENNLB0107S-26J) A/W B/W
Warehouse: LOSA
1 Y 1 a6OM10JYIU EGTTE794H 1,984.0000 1,984.00

SOI OPTICOM PREEMPTION LED MODULE
Warehouse: LOSA
1 Y 1 a6OM10K05U ETCPRSP01 480.0000 480.00
SOI 8 Button Controller w/ Slide Switch; Kit includes:

Warehouse: LOSA
1 Y 1 a6OM10K107 ETSS100J 148.0000 148.00
SOI 100J SERIES COMPOSITE SPEAKER
Warehouse: LOSA
100J series composite speaker w/ universal bail brkt-100 watt 1 Y 1 a6OM10K1UL MISC 96.0000 96.00
SoundOff (ETISSI-07+) IGNITION SECURITY SYSTEM
Warehouse: LOSA
Ignition Security System (I.S.S.), Standard Model
08/09/23
05:05:50 PM
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Print Date
Printed By: Patrick Hope
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a6OM10K1UL

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 270 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:
1 Y 1 a6OM10K1UM BK1526FDT21F150 485.0000 485.00
SMC LIGHT READY PUSH BUMPER 2021 FORD
Warehouse: LOSA
LIGHT-READY PB450LR4 MPOWER
2 Y 2 a6OM10K3JS EMPS2STS2B 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED STUD MNT BLUE
Warehouse: LOSA
PART#SOI-EMPS2STS2Bmpower® 4" Fascia Light w/ Stud Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Blue
Mount on push bumper
2 Y 2 a6OM10K3YJ EMPS2STS2A 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED STUD MNT AMBER
Warehouse: LOSA
mpower® 4" Fascia Light w/ Stud Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Amber Mount on push bumper
1 Y 1 a6OM10K4CF EMPS2QMS2B 115.0000 115.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT BLUE
Warehouse: LOSA
mpower® 4" Fascia Light w/ Quick Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Blue Mount between tailgate and bumper
08/09/23
05:05:50 PM
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Printed By: Patrick Hope
Continued on Next Page
a6OM10K4CF

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 271 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:
2 Y 2 a6OM10K4O5 EMPS2QMS2B 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT BLUE
Warehouse: LOSA
mount on right side of truck, front fender and side of bed 2 Y 2 a6OM10K547 EMPS2QMS2A 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT AMBER
Warehouse: LOSA
mount on left side of truck, front fender and side of bed 1 Y 1 a6OM10LSOD MISC 950.0000 950.00
Console, Arm Rest, Cup Holder
Warehouse: LOSA
1 Y 1 a6OM10K5S3 19439 0.0000 0.00

GJ FACEPLATE HARRIS RADIO
Warehouse: LOSA
1 Y 1 a6OM10K64O 17133 0.0000 0.00

GAMBER FACEPLATE
Warehouse: LOSA
1 Y 1 a6OM10K6KA 3130-0156 0.0000 0.00
GJ MCS 4 BLANK FILLER PANEL
Warehouse: LOSA
1 Y 1 a6OM10K6VL 3130-0152 0.0000 0.00
GJ MCS 1/2 BLANK FILLER PANEL
Warehouse: LOSA
08/09/23
05:05:50 PM
Page No. 3
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM10K6VL

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 272 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:
1 Y 1 a6OM10K791 3130-0155 0.0000 0.00
GJ 3 BLANK FILLER PLATE
Warehouse: LOSA
1 Y 1 a6OM10K7MX 3130-0153 0.0000 0.00
GJ 1 BLANK FILLER PANEL FOR MCS CONSOLE
Warehouse: LOSA
1 Y 1 a6OM10K83F EMPS2QMS2A 115.0000 115.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT AMBER
Warehouse: LOSA
mpower® 4" Fascia Light w/ Quick Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Amber Mount between tailgate and bumper
1 Y 1 a6OM10K83U 221016-0002 295.0000 295.00
UNI 6' SPOTLIGHT BLACK (335) S04 LH
Warehouse: LOSA
1 Y 1 a6OM10K8HQ 6001-3001B 125.0000 125.00
CE TH Series Time Delay Relay, 200 A
Warehouse: LOSA
2 Y 2 a6OM10K8VM 8028B 14.0000 28.00
CE RT Fuse Block 6 Pos w/ LED Indication, Bulk
Warehouse: LOSA
08/09/23
05:05:50 PM
Page No. 4
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM10K8VM

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 273 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:
1 Y 1 a6OM10K993 8030B 9.0000 9.00
CE RT Screw Terminal 12 Circuit Dual Level Busbar, Bul
Warehouse: LOSA
1 Y 1 a6OM10K9MZ CB-150A 25.0000 25.00
BI MANUAL RESET CIRCUIT BREAKER 150A
Warehouse: LOSA
1 Y 1 a6OM10KA0F HSN4032 56.0000 56.00
Motorola 13 Watt Amplified External Speaker
Warehouse: LOSA
1 Y 1 a6OM10KAEB MISC 250.0000 250.00

ANTENNA KIT
Warehouse: LOSA
1 Y 1 a6OM10KAEC INSTALL KIT 225.0000 225.00
MISC INSTALLATION SUPPLIES I.E.

Warehouse: LOSA

LOOM, WIRE, HARDWARE, CONNECTORS, ETC
************************************************
1 N 1 a6OM10KAER INSTALL 2,700.0000 2,700.00

DSS INSTALLATION OF EQUIPMENT
Warehouse: LOSA
08/09/23
05:05:50 PM
Page No. 5
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM10KAER

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 274 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
DUVAL FORD (For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
497018
Customer No. DUVALF
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
904-388-2144

RICHARD TACKETT
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT PPAY & ADD TO INVOICE 2/10 NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
26-80154997700
Quote Date
08/09/23
E-mail: E-mail:

Approved By:

Approve All Items & Quantities
Quote Good for 30 Days
08/09/23
05:05:50 PM
Page No. 1
Print Time
Print Date
Printed By: Patrick Hope
Order Total
Freight
Subtotal
10,801.00

0.00 10,801.00
a6OM10KAER

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 275 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
1 N 1 a6OM0JKKAE INFO 0.0000 0.00

VEHICLE INFORMATION
Warehouse: LOSA
VEHICLE INFORMATION-2023 Ford F-150 PPV White
1 Y 1 a6OM0JKKAT MISC 1,795.0000 1,795.00
lSOUNDOFF (ENNLB0107S-26J) A/W B/W
Warehouse: LOSA
1 Y 1 a6OM0JKKAU EGTTE794H 1,984.0000 1,984.00

SOI OPTICOM PREEMPTION LED MODULE
Warehouse: LOSA
1 Y 1 a6OM0JKMIB ETCPRSP01 480.0000 480.00
SOI 8 Button Controller w/ Slide Switch; Kit includes:

Warehouse: LOSA
1 Y 1 a6OM0JKMX3 ETSS100J 148.0000 148.00
SOI 100J SERIES COMPOSITE SPEAKER
Warehouse: LOSA
100J series composite speaker w/ universal bail brkt-100 watt 1 Y 1 a6OM0JKNC9 MISC 96.0000 96.00
SoundOff (ETISSI-07+) IGNITION SECURITY SYSTEM
Warehouse: LOSA
Ignition Security System (I.S.S.), Standard Model
08/09/23
09:11:06 AM
Page No. 1
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM0JKNC9

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 276 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
1 Y 1 a6OM0JKNCA BK1526FDT21F150 485.0000 485.00
SMC LIGHT READY PUSH BUMPER 2021 FORD
Warehouse: LOSA
LIGHT-READY PB450LR4 MPOWER
2 Y 2 a6OM0JKNLE EMPS2STS2B 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED STUD MNT BLUE
Warehouse: LOSA
PART#SOI-EMPS2STS2Bmpower® 4" Fascia Light w/ Stud Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Blue
Mount on push bumper
2 Y 2 a6OM0JKNZP EMPS2STS2A 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED STUD MNT AMBER
Warehouse: LOSA
mpower® 4" Fascia Light w/ Stud Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Amber Mount on push bumper
1 Y 1 a6OM0JKODL EMPS2QMS2B 115.0000 115.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT BLUE
Warehouse: LOSA
mpower® 4" Fascia Light w/ Quick Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Blue Mount between tailgate and bumper
08/09/23
09:11:06 AM
Page No. 2
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM0JKODL

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 277 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
2 Y 2 a6OM0JKOR2 EMPS2QMS2B 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT BLUE
Warehouse: LOSA
mount on right side of truck, front fender and side of bed 2 Y 2 a6OM0JKP42 EMPS2QMS2A 115.0000 230.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT AMBER
Warehouse: LOSA
mount on left side of truck, front fender and side of bed 1 Y 1 a6OM0JKP4I 7170-0882-02 950.0000 950.00
GJ 2021 F-150 WIDE BODY CONSOLE
Warehouse: LOSA
7170-0882-02
1 Y 1 a6OM0JKPIE 7160-0220 239.0000 239.00
GJ MONGOOSE 9 LOCKING SLIDE ARM W/TILT SWIVEL
Warehouse: LOSA

MOUNTS TO POST OR TO FLAT SURFACE (DASH, DOGHOUSE, OR

CONSOLE)
************************************************************ ***
1 Y 1 a6OM0JKPX5 19439 0.0000 0.00

GJ FACEPLATE HARRIS RADIO
Warehouse: LOSA
08/09/23
09:11:06 AM
Page No. 3
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM0JKPX5

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 278 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
1 Y 1 a6OM0JKQBW 17133 0.0000 0.00

GAMBER FACEPLATE
Warehouse: LOSA
1 Y 1 a6OM0JKQOI 3130-0156 0.0000 0.00
GJ MCS 4 BLANK FILLER PANEL
Warehouse: LOSA
1 Y 1 a6OM0JKR2E 3130-0152 0.0000 0.00
GJ MCS 1/2 BLANK FILLER PANEL
Warehouse: LOSA
1 Y 1 a6OM0JKRE3 3130-0155 0.0000 0.00
GJ 3 BLANK FILLER PLATE
Warehouse: LOSA
1 Y 1 a6OM0JKRQP 3130-0153 0.0000 0.00
GJ 1 BLANK FILLER PANEL FOR MCS CONSOLE
Warehouse: LOSA
1 Y 1 a6OM0JKS2E EMPS2QMS2A 115.0000 115.00
SOI MPOWER FASCIA 4" 6-LED QUICK MNT AMBER
Warehouse: LOSA
mpower® 4" Fascia Light w/ Quick Mount, 18" hard wire w/ sync option, SAE Class 1 & CA Title 13, 9-32 Vdc, Black Housing, 6 LED, Single Color - Amber Mount between tailgate and bumper
08/09/23
09:11:06 AM
Page No. 4
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM0JKS2E

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 279 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
1 Y 1 a6OM0JKS2F 221016-0002 295.0000 295.00
UNI 6' SPOTLIGHT BLACK (335) S04 LH
Warehouse: LOSA
1 Y 1 a6OM0JKSFU 6001-3001B 125.0000 125.00
CE TH Series Time Delay Relay, 200 A
Warehouse: LOSA
2 Y 2 a6OM0JKSR5 8028B 14.0000 28.00
CE RT Fuse Block 6 Pos w/ LED Indication, Bulk
Warehouse: LOSA
1 Y 1 a6OM0JKT2V 8030B 9.0000 9.00
CE RT Screw Terminal 12 Circuit Dual Level Busbar, Bul
Warehouse: LOSA
1 Y 1 a6OM0JKTEK CB-150A 25.0000 25.00
BI MANUAL RESET CIRCUIT BREAKER 150A
Warehouse: LOSA
1 Y 1 a6OM0JKTSX HSN4032 56.0000 56.00
Motorola 13 Watt Amplified External Speaker
Warehouse: LOSA
1 Y 1 a6OM0JKU6C MISC 250.0000 250.00

ANTENNA KIT
Warehouse: LOSA
08/09/23
09:11:06 AM
Page No. 5
Print Time
Print Date
Printed By: Patrick Hope
Continued on Next Page
a6OM0JKU6C

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 280 of 1306 Telephone: 800-845-0405

DANA SAFETY SUPPLY, INC
4809 KOGER BLVD
GREENSBORO, NC 27407
City of Indio
100 Civic Center Mall
Indio, CA 92201
(For Pickup - LOSA)

CANOGA PARK
9035 Independence Avenue
Canoga Park, CA 91304
Sales Quote
496918
Customer No. INDIO
Sales Quote No.

Bill To Ship To
Contact:

Telephone: Telephone:

Contact:
760-541-4502
Andres Coronel
Ship Via F.O.B. Customer PO Number Payment Method
GROUND SHIPMENT QUOTED FREIGHT NET30
Entered By Resale Number Salesperson Ordered By
Patrick Hope Patrick Hope -Losa
Order
Quantity
Extended
Price
Unit
Price Tax Item Number / Description Approve Quantity
Quote Date
08/09/23
E-mail: E-mail: [email protected]
1 Y 1 a6OM0JKU6T INSTALL KIT 225.0000 225.00
MISC INSTALLATION SUPPLIES I.E.

Warehouse: LOSA

LOOM, WIRE, HARDWARE, CONNECTORS, ETC
************************************************
1 N 1 a6OM0JKU6U INSTALL 2,700.0000 2,700.00

DSS INSTALLATION OF EQUIPMENT
Warehouse: LOSA
Approved By:

Approve All Items & Quantities
Quote Good for 30 Days
08/09/23
09:11:06 AM
Page No. 6
Print Time
Print Date
Printed By: Patrick Hope
Order Total

8.750 % Sales Tax
Freight
Subtotal
11,769.75
729.75

0.00 11,040.00
a6OM0JKU6U

Purchase of four (4) Ford F-150 trucks and two (2) Ford Mavericks trucks... Page 281 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Carl S. Morgan, Dir. Of Economic Development Subject: Approval of a Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oasis Street.

RECOMMENDATION:

Approval of a Commercial Lease Agreement with Rosemary HiFi, LLC.

SUMMARY:

Staff received a proposal from Rosemary HiFi, LLC, to open a Hi-Fi Bar in Downtown Indio. Rosemary HiFi seeks to lease 45120 Oasis Street, which accounts for approximately 1,260 square feet of space.

Rosemary HiFi's mission is to bring people together through the magic of vinyl, high-quality music experiences, and community. The bar will be a 21+ space with a carefully curated experience featuring, music, natural wines, and craft beers. Staff recommends approval of the proposed lease with Rosemary HiFi as it represents another business choosing to invest in Downtown Indio.

Downtown Indio is in the middle of a renaissance with 18 new projects under construction or planned to start in the near future. With over $200 million in public and private investments coming to Downtown, which include Indio Taproom, Italica, Gabinos Creperie, Desert Beer, Co, Little Street Music Hall, College of the Desert campus expansion and Child Development Center, and over 110 mixed-use apartment units. The proposed lease is consistent with this long-range planning document and will stimulate new investment, create new jobs and generate additional sales tax revenues for the community.

BACKGROUND INFORMATION:

Adopted in April 2020, the Downtown Specific Plan created the blueprint for the revitalization of Downtown Indio. The goal of the Downtown Specific Plan is to promote economic development and revitalization to make Downtown Indio a compelling local and regional destination.

On August 16, 2023, the City Council authorized staff to negotiate a lease of the City-owned property located at 45120 Oasis Street consisting of 1,260 square feet of space.

In terms of the General Plan, the property on Oasis Street is within the Downtown Specific Plan zoned Downtown-Core (DT-C) characterized by lively, pedestrian-oriented retail and restaurant uses. Goal ED-7 of the General Plan states that an economic development goal is to have “A City with the destination hospitality, retail, and entertainment opportunities to meet the needs of visitors and residents.” Additional entertainment and hospitality uses will conform to such a goal as part of the City's economic development strategy. Accordingly, the proposed lease is consistent with the General AGENDA ITEM #8.14
Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 282 of 1306 Plan and staff recommends that the City Council find that the lease of the property is in conformance with the General Plan.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$45,000 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Downtown & Hwy 111
Revitalization
Source of funds: ARPA Fund-Org-Object
Reference:
241-523006
Additional Financial Details:

The salient terms of the Building Lease Agreement are as follows:

Premises: The building is located at 45120 Oasis Street (Attachment 1). The property consists of a one-story building of approximately 1,260 square feet.

Permitted Use of Premises: The Premises shall open and be used solely for the operation of the retail Lounge Bar to be open a minimum of 5 days a week.

Lease Term: The term of the Agreement is five (5) years.

Rent Commencement Date: Twelve (12) months from when the Landlord delivers the keys to the tenant.

Rent: The rent shall be $630.00 per calendar month during the Term, prorated for any partial calendar month in the Term.

Security Deposit: Tenant shall pay the Security Deposit of $3,000 to Landlord on the date Tenant signs and delivers a counterpart of this Lease to Landlord.

Condition of Premises: Tenant is accepting the Premises in their current “as-is” condition, without representation or warranty, express or implied. The first is the Tenant’s initial improvements that are paid for by the Tenant with their own capital. The second type of improvements are those paid for with the tenant improvement allowance. All tenant improvements are subject to review and approval by the City.

Prevailing Wages: In making the tenant improvements, the Tenant shall comply with the prevailing wage laws.

Possessory Interest Taxes and Utilities: Tenant shall be responsible for the payment of all real property taxes on Tenant’s possessory interest and all charges for gas, electricity, telephone service, water, sewer service, trash removal, and other utilities and services furnished to the Property during the Term.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 283 of 1306 Tenant Improvement Allowance: Landlord is providing the Tenant with a tenant improvement allowance of Forty-Five Thousand Dollars ($45,000) that will be utilized for the actual costs of design and construction of certain Improvements.

ATTACHMENTS:

Attachment 1- Rosemary HiFi Lease
APPROVAL(S):

Carl S. Morgan, Dir. Of Economic Development Approved - 31 Aug 2023 Steven Graham, City Attorney Approved - 01 Sep 2023
Alan Garcia, Accountant Approved - 07 Sep 2023
Bryan H. Montgomery, City Manager Approved - 07 Sep 2023

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 284 of 1306

CITY OF INDIO COMMERCIAL LEASE AGREEMENT
SINGLE-TENANT - 45120 OASIS STREET
This Commercial Lease Agreement (this “Lease”), dated the 18th day of September, 2023, for reference purposes only, is made by and between the CITY OF INDIO, a California municipal corporation (“Landlord”), and ROSEMARY HIFI, LLC, a California limited liability company, (“Tenant”). Landlord and Tenant are sometimes referred to in this Lease individually as a “Party”, and collectively as “Parties.”

ARTICLE I
PREMISES; EFFECTIVE DATE; TERM; DUE DILIGENCE PERIOD; MONTHLY RENT; DEPOSIT; USE; TENANT IMPROVEMENTS

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within a building located at 45120 Oasis Street, approximately located as shown by the shaded area and arrow on Exhibit “A” entitled “Lease Plan” (“Premises”).

1.2 Effective Date. This Lease shall not become effective until it has been approved by the governing body of Landlord and executed by the Parties.

1.3 Term. The lease term shall commence on September 18, 2023 (“Commencement Date”) and continue for a period of five years (5) and shall expire on September 18, 2028 (“Expiration Date”) unless terminated earlier pursuant to provisions herein. Tenant shall have the option to renew the lease for an additional two (2) years and shall give one hundred eighty (180) days written notice prior to the Expiration Date. Parties shall negotiate in good faith the monthly rental amount for that renewal, the first year of which shall be 3-5% above the monthly rental amount in the preceding lease year.

1.4 Due Diligence Period. Notwithstanding anything herein to the contrary, Tenant shall have a period of twelve (12) months from the Effective Date of the Lease (“Due Diligence Period”) to conduct due diligence activities, including making all Tenant Improvements, conducting any inspections, testing, investigations, studies, obtaining of permits, variances and approvals that are reasonably necessary to build and operate the Premises as a lounge bar. Tenant shall have a right of access to the Premises during the Due Diligence Period. Tenant acknowledges that all of the terms and conditions of this Lease shall apply during the Due Diligence Period, including, without limitation, the insurance and indemnification requirements herein. Tenant shall promptly repair any and all damage to the Premises caused by the inspections, testing, investigations, and studies permitted by this Section. Should Tenant be unable to obtain Permits within the Due Diligence Period, parties may extend the Due Diligence Period by written amendment to this Lease.

1.5 Monthly Rent. Tenant shall pay to Landlord, commencing on September 18, 2024, the following sums as Monthly Rent. Monthly Rent shall be paid in the matter specified in Section

3.1 of this Lease, entitled “Payment of Rent.”

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 285 of 1306 2 September 18, 2024 to September 18, 2028 - $630 per month

1.6 Security Deposit. Tenant shall deposit with Landlord a security deposit for the Premises in the amount of Three Thousand Dollars ($3,000) (“Deposit”). The Deposit shall be subject to the terms and conditions contained in Section 3.3 of this Lease.

1.7 Permitted Use. Tenant agrees to use the Premises for the following purpose(s), and for no other purpose: Lounge Bar.

1.8 Tenant Improvements. Landlord shall grant to Tenant an allowance of up to Forty Five Thousand Dollars ($45,000) (“Tenant Improvement Allowance”) for the construction of improvements, as set forth in the Schedule of Performance in Exhibit “C,” attached hereto and incorporated herein (“Tenant Improvements”), as follows:

A. 20 Percent (20%): Nine Thousand Dollars ($9,000) upon the issuance of building permits.

B. 60 Percent (60%): An amount not to exceed Twenty Seven Thousand Dollars ($27,000) upon receipt by Landlord of “adequate documentation” of Tenant’s expenses for Tenant Improvements, not to be paid more often than monthly.

C. 20 Percent (20%): Nine Thousand Dollars ($9,000) upon thirty (30) days of opening, provided all lien releases are in place and are approved by Landlord in its sole and absolute discretion.

As used in subsection B above, “adequate documentation” of Tenant’s expenses for the construction of the Tenant Improvements shall consist of signed invoices and/or receipts from vendors, contractors, and/or subcontractors for services, product, and/or supplies rendered/provided, or to be rendered/provided with respect to the construction of the Tenant Improvements.)

ARTICLE II
CONDITION OF PREMISES; DELIVERY OF PREMISES

2.1 Condition of Premises. Tenant has examined the Premises and agrees to take possession of the Premises in an “as is” condition. Tenant hereby acknowledges: (a) that it has been advised to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements, and compliance with the Americans with Disabilities Act), and applicable zoning, municipal, county, state and federal laws, ordinances and regulations and any covenants or restrictions of record (collectively “Applicable Laws”) and the present and future suitability of the Premises for Tenant’s intended use; (b) that Tenant has made such investigation as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises and/or the terms of this Lease; and (c) that neither Landlord, nor any of Landlord’s agents, has made any oral or

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 286 of 1306 3 written representations or warranties with respect to said matters other than as set forth in this Lease.

As required by California Civil Code No 1938, an ADA Survey has not been conducted by a Certified Access Specialist for the Premises. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, Landlord may not prohibit Tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of Tenant, if requested by Tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

2.2 Delivery of Premises. Landlord agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Tenant by the Commencement Date of this Lease, as specified in Section 1.3. If, despite said efforts, Landlord is unable to deliver possession as agreed, Landlord shall not be subject to any liability therefore, nor shall such failure affect the validity of this Lease. Tenant shall not, however, be obligated to provide Monthly Rent or perform any other obligations under this Lease, until it receives possession of the Premises. If possession is not delivered within thirty (30) calendar days after the Commencement Date, Tenant may, by notice in writing after the end of such thirty (30) calendar day period, cancel this Lease and the Parties shall be discharged from all obligations hereunder.

2.3 Landlord Access. Landlord, and its authorized agents, representatives, and employees, may enter the Premises at any time in case of emergency, and otherwise at reasonable hours, with advanced written notice to: (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, lenders, insurers or tenants; (iii) determine whether Tenant is complying with all its obligations hereunder; (iii) take possession due to any uncured, material breach of this Lease in the manner provided herein; (iv) perform any covenants of Tenant which Tenant fails to perform; and (v) repair, alter, or improve the Premises or any portion of the Premises, and may for such purposes erect, use and maintain scaffolding, pipes, conduits, and other structures in and through the Premises where reasonably required by the nature of the work to be performed; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference with the operation of Tenant’s business as reasonably possible.

Tenant hereby waives any claim for damages, including but not limited to interference with business, lost profits, and any other incidental or consequential damages of any sort whatsoever, for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof.

No provision of this Lease shall be construed as obligating Landlord to perform any repairs,

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 287 of 1306 4 alterations, or improvements except as otherwise expressly agreed to be performed by Landlord in this Lease.

2.4 Vehicle Parking. Intentionally Omitted.

ARTICLE III
PAYMENT OF MONTHLY RENT; SECURITY DEPOSIT; LATE CHARGES

3.1 Payment of Rent. Monthly Rent shall be paid in advance on or before the first calendar day of each month during the Term. If the Term commences on a calendar day other than that first calendar day of the month or ends on a calendar day other than that last calendar day of a calendar month, then Monthly Rent will be appropriately prorated by Landlord based on the actual number of calendar days in such month. If the Term commences on a calendar day other than the first calendar day of a calendar month, then the prorated Monthly Rent for such month shall be paid on or before the first calendar day of the Term. Monthly Rent shall be paid to Landlord without written notice or demand, and without offset, in lawful money of the United States of America at Landlord' s address, or to such other address as Landlord may from time to time designate in writing.

3.2 Rent Adjustment and Improvements. In consideration of twelve months’ rent abatement provided for in section 1.5 hereof, Tenant will, at its sole cost and expense, design and construct tenant improvements for a lounge bar [example: design and perform tenant improvements to upgrade and replace the HVAC system]. All changes are subject to the City’s written approval.

3.3 Security Deposit. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions related to the payment of Monthly Rent, Landlord may use, apply, or retain all or any part of the Deposit for the payment of rent, any other sum in default, or for the payment of any other amount Landlord may spend or become obligated to spend by reason of Tenant' s default, or to compensate Landlord for any other loss or damage Landlord may suffer by reason of Tenant' s default. If any portion of the Deposit is so used, applied, or retained, Tenant shall with five (5) calendar days after written demand deposit cash with the Landlord in an amount sufficient to restore the Deposit to its original amount. Landlord shall not be required to keep the Deposit separate from its general funds, and Tenant shall not be entitled to any interest earned on the Deposit. The Deposit shall not be deemed a limitation on Landlord' s damages or a payment of liquidated damages or a payment of rent due for the last month of the Term.

A. Tenant specifically waives the provisions of California Civil Code Section 1950 which provides that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant, or to claim the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omissions of Tenant or Tenant's officers, agents, employees, independent contractors, or otherwise.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 288 of 1306 5 B. If Tenant faithfully and timely performs every provision of this Lease to be performed by it, the Deposit or balance of the Deposit shall be returned to Tenant within sixty (60) calendar days after the expiration of the Term. Landlord may deliver the funds deposited under this Lease by Tenant to the purchaser of the Premises in the event that the Premises is sold, and after such time, Landlord shall have no further liability to Tenant with respect to the Deposit.

3.4 Late Charges. Tenant hereby acknowledges that late payment by Tenant of the Monthly Rent or any other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed upon Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of Monthly Rent or any other sums due from Tenant under this Lease, shall not be paid within ten (10) days after the time set forth in this Lease for payment thereof, Tenant shall thereupon pay to Landlord a late charge equal to ten percent (10%) of the overdue amount. Landlord and Tenant agree that this late charge represents a reasonable sum considering all of the circumstances existing on the date of this Lease, including the relationship of the sum to the loss to Landlord that could be reasonably anticipated by such nonpayment by Tenant and the anticipation that proof of actual damages sustained by Landlord would be costly or inconvenient to determine. Landlord and Tenant agree that such late charge shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord at law, in equity, or under this Lease. Landlord, at its option, may deem any such overdue amounts and/ or late charges so unpaid to be owing, nonpayment of which shall, in addition to any other rights and remedies available to Landlord, give rise to those rights and remedies of Landlord set forth in Section 12.2 of this Lease.

ARTICLE IV
USE; COMPLIANCE WITH LAWS; NON-DISCRIMINATION

4.1 Use. The Premises shall be used only for the purposes set forth in Section 1.7 and purposes incidental to that use and in accordance with the General Rules and Regulations attached hereto as Exhibit “B.” Tenant shall use the Premises in a careful, safe, and proper manner and shall not use the Premises for any disreputable business or purpose. Tenant shall not use or permit the Premises to be used or occupied for any purpose or in any manner prohibited by any applicable law, ordinance order, rule, regulation, or other governmental requirement. Tenant shall not commit waste or suffer or permit waste to be committed in, on, or about the Premises. Tenant shall conduct its business and control its employees, agents, and invitees in such a manner so as not to create a nuisance or a risk of fire or other hazard, or that would violate, suspend, void, or increase the rate of fire or liability or any other insurance of any kind at any time carried by Landlord upon the Premises.

4.2 Signs. Any signs to be installed by Tenant shall be subject to the prior written approval of Landlord and shall be installed by a sign contractor approved by Landlord. All required permits for signs shall only be obtained by the approved sign contractor who shall also be responsible for compliance with all applicable codes. Tenant shall be responsible for payment of

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 289 of 1306 6 all sign costs including installation costs, permits and costs to repair the Premises resulting from the installation or removal of such sign.

4.3 Compliance with Laws. Tenant shall comply with all applicable laws, ordinances, orders, rules, regulations, and other governmental requirements relating to the use, condition, or occupancy of the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in a proceeding brought against it by any governmental entity that Tenant has violated any such governmental requirement shall be conclusive as between the Landlord and the Tenant and shall constitute grounds for declaration of default, material breach, forfeiture, and termination of this Lease by Landlord.

4.4 Compliance with Environmental Laws. Tenant and the Premises shall remain in compliance with all applicable laws, ordinances, orders, rules and regulations regulating, relating to, or imposing liability of standards of conduct concerning any Hazardous Materials, or pertaining to occupational health or industrial hygiene, occupational or environmental conditions on, under, or about the Premises, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C Section 25288 et seq.]; the California Hazardous Substances Account Act [H & S C Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state or local law, ordinance, order, rule or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Premises, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (“Environmental Laws”).

A. Tenant shall immediately notify Landlord in writing and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Premises or compliance with Environmental Laws. Tenant shall promptly cure and have dismissed with prejudice and of those actions and proceedings to the satisfaction of Landlord. Tenant shall keep the Premises free of any lien imposed pursuant to and Environmental Law.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 290 of 1306 7 B. For the purpose of Section 4.4, the term “Hazardous Materials” shall include, without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances,” “hazardous wastes,” “extremely hazardous wastes,” or “restricted hazardous wastes,” or stated to be known to cause cancer or reproductive toxicity, under any Environmental Law. Tenant shall not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of any Hazardous Materials. Tenant shall promptly notify Landlord in writing if Tenant has or acquires notice or knowledge that any Hazardous Materials have been or are threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Premises; and if any Hazardous Materials are found on the Premises, Tenant, at its sole cost and expense, shall immediately take such action as is necessary to detain the spread of and remove the Hazardous Material to the complete satisfaction of Landlord and the appropriate governmental authorities.

C. Landlord shall, at Landlord’s sole cost and expense, have the right at all reasonable times and from time to time to conduct environmental audits of the Premises, and Tenant shall cooperate in the conduct of those audits.

D. If Tenant fails to comply with the forgoing covenants pertaining to Hazardous Materials, Landlord may cause the removal (or other cleanup acceptable to Landlord) of any Hazardous Materials from the Premises. The costs of Hazardous Materials removal and any other cleanup (including transportation and storage costs) will be owing under this Lease, whether or not a court has ordered the cleanup, and those costs will become due and payable on demand by the Landlord. Tenant shall give Landlord, its agents and employees, access to the Premises to remove or otherwise cleanup any Hazardous materials. Landlord, however, has no affirmative obligation to remove or otherwise cleanup any Hazardous Materials, and this Lease shall not be construed as creating any such obligation.

E. For any Hazardous Material brought on site due to Tenant’s occupancy, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord and at Tenant’s sole cost), and hold Landlord and Landlord’s elected and appointed officials, officers, employees, agents, successors and assigns free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and expenses and fees and expenses incurred in investigating, defending or prosecuting any litigation, claim or proceeding) that may at any time be imposed upon, incurred by, or asserted or awarded against Landlord in connection or arising out of: (i) any Hazardous Material on, in, under or affecting all or any portion of the Premises, (ii) any violation or claim of violation of any Environmental Law by Tenant; or (iii) the imposition of any lien for the recovery of costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on, in, under or affecting all or any portion of the Premises.

Tenant’s indemnification shall survive the expiration and termination of this Lease.

4.5 Non-Discrimination. Tenant herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the requirement that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex,

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 291 of 1306 8 genetic information, gender, gender identity, gender expression, marital status, age, national origin, or ancestry, in the leasing, use, occupancy, tenure, or enjoyment of the Premises, nor shall the Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants, sub-tenants, or vendees in the Premises herein leased.

ARTICLE V

TAXES AND UTILITIES

5.1 Possessory Interest Tax/Property Taxes. Tenant recognizes and understands that this Lease may create a possessory interest subject to taxation and that Tenant may be subject to the payment of taxes levied on such interest. Tenant shall pay all taxes including without limitation any possessory interest, real estate and personal property taxes and assessments assessed, levied, confirmed or imposed during the Term of this Lease, whether or not now customary or within the contemplation of Landlord and Tenant: (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises, or by the cost or value of the leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to the improvements is in Tenant or Landlord; (ii) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Premises; (iii) upon the Premises and all personal property, furniture, fixtures and equipment, and all replacements, improvements, or additions to them, whether owned by Landlord or Tenant; and (iv) upon this transaction or any document to which Tenant is a party creating or transferring and interest or an estate in the Premises.

5.2 Utilities. Tenant shall pay the appropriate suppliers for all water, gas, power, electricity, light, heat, telephone, facsimile, internet, and other utilities and communications services used by Tenant on the Premises during the Term, including the taxes thereon, whether or not the services are billed directly to Tenant. Tenant shall procure, or cause to be procured, without cost to Landlord, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any of the services to and upon the Premises. Landlord, upon request of Tenant, shall at the sole expense and liability of Tenant, join with Tenant in any application required for obtaining and continuing any of the services.

ARTICLE VI
INSURANCE; INDEMNIFICATION; WAIVER AND RELEASE

6.1 Minimum Insurance Requirements. Tenant, at its sole cost and expense, commencing on the date Tenant is given access to the Premises, and continuing during the Term, shall procure, pay for, and thereafter keep in full force and effect the following types of insurance, in at least the amounts and in the forms specified below:

A. Commercial General Liability (CGL) with limits no less than Two Million Dollars ($2,000,000.00) per occurrence basis including products and completed operations,

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 292 of 1306 9 property damage, bodily injury and personal & advertising injury with limits no less than Two Million Dollars ($2,000,000) per occurrence. Tenant shall maintain in force liability insurance, at all times during the term of this Lease and any renewal or extension thereof, which shall insure and indemnify Landlord, the City Council and each member thereof, and every officer and employee of Landlord against liability or financial loss resulting from any suits, claims or actions brought by any person or persons and from all costs and expense of litigation brought against Landlord, the City Council and every member thereof for any injury to persons and/or damage to property in, on or about the Premises by reason of the use or occupation by Tenant or by any other person or persons of the Premises and the activities of Tenant.

B. A policy or policies of Workers Compensation insurance in the amount required by the State of California.

C. Property Insurance against all risk of loss at full replacement cost with no coinsurance penalty provision at Tenant’s cost and expense, shall be obtained and at all times during the term hereof maintain in effect covering (1) all improvements included in the Premises; (ii) Tenant’s trade fixtures, furnishings, equipment, and inventory of merchandise located in the Premises; and (2) all alterations, additions, and changes made in or to the Premises during the term of this Lease at Tenant’s expense, providing protection to the extent of not less than one hundred percent (100%) of the insurable value of all said items against any peril included under insurance industry practices in the jurisdiction of the Premises within the classification “fire and extended coverage,” together with insurance against vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage, if sprinklers are installed, and including “use and occupancy” and/or “business interruption” coverage. Tenant hereby waives any and all rights of recovery against Landlord for any loss occurring to such items on account of fire or other casualty, and the aforesaid policies of insurance shall contain appropriate provision recognizing this release by Tenant and waiving all right of subrogation by the insurance carrier. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the items so insured in the event of loss on account of fire or other casualty.

D. Automobile Liability: Covering any auto, or if Tenant has no owned autos, hired, and non-owned autos, with limits no less than the amount required by law per accident for bodily injury and property damage.

E. Plate Glass Insurance: Plate glass insurance covering all plate glass on the Premises at full replacement value; provided that Tenant shall be permitted to self-insure plate glass insurance.

F. Insurance covering all of Tenant’s Improvements and Tenant’s Alterations, in an amount not less than their full replacement value from time to time, including replacement cost endorsement, providing protection against any peril included within the classification Fire and Extended Coverage, sprinkler damage, vandalism, malicious mischief and such other additional perils as covered in an “all risks” standard insurance policy. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Article 14.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 293 of 1306 10 G. Business Interruption Insurance: Commercially reasonable business interruption insurance.

6.2 Delivery of Evidence of Tenant’s Insurance. Each such insurance policy or certificate thereof shall be delivered to Landlord by Tenant on or before the effective date of such policy and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) calendar days prior to the expiration dates of the expiring policies. In the event that Tenant shall fail to insure or shall fail to furnish Landlord the evidence of such insurance as required by Article VI, Landlord may from time to time acquire (without any obligation to do so) such insurance for the benefit of Tenant or Landlord or both of them for a period not exceeding one (1) year, and any premium paid by Landlord shall be recoverable from Tenant. Tenant’s compliance with the provisions of Article VI shall in no way limit Tenant’s liability under any of the other provisions of this Lease. Landlord may at any time, and from time to time, inspect and/or copy any and all insurance policies required by this Lease.

6.3 Other Insurance Requirements. The insurance to be acquired and maintained by Tenant shall be with companies admitted to do business in the State of California and companies of Best’s Rating Guide of A or better. Tenant shall deliver to Landlord, prior to taking possession of the Premises, a certificate of insurance evidencing the existence of the policies required hereunder, and such certificate shall certify that the policy:

A. Names Landlord and any other entities designated by Landlord as additional insureds under the Commercial General Liability policy; B. Shall not be canceled or altered without thirty (30) calendar day’s prior written notice to Landlord;
C. Insures performance of Tenant’s indemnity set forth in this Lease; D. Provide that no act or omissions of Tenant shall affect or limit the obligations of the insurer with respect to other insureds or including Landlord; E. Include all waiver of subrogation rights endorsements necessary to affect the provisions below; and
F. Provide that the commercial general liability policy and the coverage provided shall be primary, that Landlord although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord by reasons of acts or omissions of Tenant, and that coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant.

6.4 Mutual Waiver of Subrogation. The Parties hereto release each other and their respective authorized employees, agents, and representatives, from any and all claims, demands, loss, expense, or injury to any person, or to the Premise or to personal property, including, but not limited to, furnishings, fixtures or equipment located therein, caused by or resulting from perils, events, or happenings which are the subject of insurance in force at the time of such loss. Each

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 294 of 1306 11 Party shall cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither Party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy in effect as required by this Lease.

6.5 No Ownership. Nothing contained in Article VI shall be construed as creating or implying the existence of: (i) any ownership by Tenant of any fixtures, additions, alterations, or improvements in or to the Premises, or (ii) any right on Tenant’s part to make any addition, alteration, or improvement in or to the Premises.

6.6 Indemnity. Tenant agrees, except as to the sole negligence or willful misconduct of Landlord, to fully indemnify, defend, and hold Landlord, its elected and appointed officials, officers, employees, agents, successors and assigns, free and harmless from any and all third-party claims, liability, loss, damage, costs, or expenses, including attorney fees, resulting from Tenant’s occupation or use of the Premises, specifically including, without limitation, any claim of liability, loss or damage arising by reason of:

A. The death or injury of any person or persons, including Tenant or any person who is an employee, agent, guest, or customer of Tenant, or by reason of the damage or destruction of any property, including property owned by Tenant or any person who is an employee, agent, guest, or customer of Tenant, and caused or allegedly caused by either the condition of the Premises, or some act or omission of Tenant or of some agent, contractor, employee, servant, guest, or customer of Tenant on the Premises;
B. Any work performed on the Premises or materials furnished to the Premises at the instruction or request of Tenant; and
C. Tenant’s failure to perform any provision of this Lease, or to comply with any requirement of local, state, or federal law or any requirement imposed on Tenant or the Premises by any duly authorized governmental agency or political subdivision.

6.7 Waiver and Release. Tenant waives and releases all claims against Landlord, its employees, and agents with respect to the matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease. In addition, Tenant agrees that Landlord, its elected and appointed officials, employees, agents, successors and assigns shall not be liable for any loss, injury, death, or damage (including consequential damages) to persons, property, or Tenant’s business occasioned by theft; acts of God; public enemy; injunction; riot; strike; insurrection; war; terrorism; court order; order of governmental body or authority; earthquake; fire; explosion; falling objects; water; rain; snow; leak or flow of water, or by dampness or from the breakage, leakage, obstruction, or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, or light fixtures; or from construction, repair, or alteration of the Premises; or from any acts or omissions of any visitor of the Premises; or from any cause beyond Landlord’s control.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 295 of 1306 12 ARTICLE VII
REPAIRS AND MAINTENANCE; ALTERATIONS

7.1 Tenant Obligations. Tenant shall maintain in good condition and repair, the entirety of the Premises (except that portion of Premises to be maintained by Landlord under Section 9.2 below), including the Improvements and all Fixtures, and the HVAC systems, as well as the landscaping and all parking areas (collectively “Premises Systems”). Notwithstanding the foregoing, in case of complete HVAC failure or breakage that is beyond repair as documented by a third-party professional, Landlord and Tenant shall equally pay for the replacement of the HVAC system with Landlord and Tenant each paying fifty percent (50%) of the cost. In such case, Tenant shall obtain at least three bids, with Landlord having final approval of the contactor for such work

7.2 Alterations. Tenant shall not make any alterations, improvements or additions in, on or about any of the Premises, without first obtaining Landlord’s prior written consent.

A. No later than ninety (90) day following the effective date of this Agreement, Tenant shall be responsible for preparing all necessary plan documents and any and all other information required pursuant to Indio City Code Chapter 151, et. seq. and submit such documents to the Community Development and/or Building Departments of the City of Indio in order to obtain a building permit for all alterations, improvements, or additions in, on or about the Premises contemplated by this Agreement and further described in Section 1.8 of this Agreement. Tenant’s failure to comply with this timeline shall be deemed a breach of the Agreement; and further, under no circumstances shall Tenant’s failure to comply with this provision extend the period of time within which Tenant must initiate payment of rent, as further described and specified in Section

1.5 of this Agreement.

B. All alterations, improvements, or additions in, on or about the Premises, whether temporary or permanent in character, shall immediately become Landlord’s property and at the expiration of the Term of this Lease shall remain on the Premises without compensation to Tenant.

C. By notice given to Tenant no less than ninety (90) calendar days prior to the expiration of the Term of this Lease, Landlord may require that any alterations, improvements, or additions in, on or about the Premises be removed by Tenant. In that event, Tenant shall remove the alterations, improvements or additions at Tenant’s sole cost and expense and shall restore the Premises to the condition in which the Premises was before the alterations, improvements, and additions were made, reasonable wear and tear accepted.

7.3 Mechanic’s Liens. Tenant shall pay or cause to be paid all costs and charges for:
(i) work done by Tenant or caused to be done by Tenant, in or to the Premises, and (ii) all materials furnished for or in connection with such work. Tenant shall indemnify the Landlord against and hold the Landlord and the Premises free, clear and harmless of and from any liens or claims of liens arising out of any work performed, materials furnished, or obligations incurred by the Tenant, and Tenant shall be responsible for the removal of any such liens and all costs to remove same.

Failure to remove any such liens within thirty (30) calendar days of written request by Landlord shall constitute a default of this Lease. At its election, but without having any obligation to do so,

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 296 of 1306 13 the Landlord may pay such liens not so removed by the Tenant and the amount expended by Landlord shall be paid by Tenant within fifteen (15) calendar days after delivery of a statement for the expense.

7.4 Landlord Obligations. Landlord shall be responsible for maintenance and repair of the heating, ventilation, and air conditioning systems for the Premises and general, mechanical, electrical, lighting, plumbing systems, structural roof, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, fixtures and appurtenances to the Premises.

Notwithstanding the foregoing, Landlord will be responsible for repairs and maintenance of latent defects within the Premises.

ARTICLE VIII
DAMAGE AND DESTRUCTION; CONDEMNATION

8.1 Damage or Destruction of Premises. Unless as the result of negligence or intentional unlawful act of Tenant, if during the term of this Lease, any portion of the Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Premises untenable, the obligations under this Lease may be suspended while such portion of the Premises remains untenable. In the event of such damage, Tenant shall give Landlord notice of such untenable conditions and the Landlord shall elect in its sole discretion, whether to repair the Premises or to cancel this Lease with respect thereto. It shall notify Tenant in writing of its election within thirty (30) calendar days after service of notice by Tenant. In the event that Landlord elects not to repair the Premises or portion thereof, this Lease shall be deemed canceled as of the date the damage occurred with respect to the applicable portion(s).

8.2 Condemnation. If all or any part of the Premises shall be condemned or taken as a result of the exercise of the power of eminent domain, including any conveyance or assignment in lieu of any condemnation or taking, this Lease shall terminate as to the part so taken as of the date of taking, and in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by notice to the other within thirty (30) calendar days after the date of such taking; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Premises. In any event, Landlord shall be entitled to any and all compensation, damages, income, rent, awards and any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the bonus value of any unexpired Term of this Lease or otherwise; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award against the taking entity, specifically for its relocation expenses or for the taking of any personal property or trade fixtures belonging to Tenant, so long as such separate award to Tenant does not diminish any award otherwise due Landlord as a result of such condemnation or taking.

ARTICLE IX
ASSIGNMENT; SUBLETTING; PROCESSING

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 297 of 1306 14 9.1 Assignment and Subletting. Tenant shall not assign, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily, or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation, a limited liability company or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof, the membership interests in Tenant or the partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required.

Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law.

A. In the event that Tenant should desire to sublet the Premises or any part thereof, or assign this Lease, Tenant shall provide Landlord with written notice of such desire at least sixty (60) calendar days in advance of the proposed effective date of such subletting or assignment. Such notice shall include: (i) the name of the proposed subtenant or assignee; (ii) the nature of business to be conducted by the proposed subtenant or assignee in the Premises; (iii) the terms and conditions of the proposed assignment or sublease including but not limited to a detailed description of all compensation in cash or otherwise which Tenant would be entitled to receive in connection with such assignment or sublease; and (iv) the most recent financial statements or other financial information concerning the proposed subtenant or assignee as Landlord may require. At any time within thirty (30) calendar days following receipt of Tenant’s notice, Landlord may by written notice to Tenant elect to: (i) terminate this Lease as to the space affected by the proposed subletting or assignment, as of the effective date of the proposed subletting or assignment; (ii) consent to the proposed subletting of the Premises or assignment of this Lease; or (iii) disapprove of the proposed subletting or assignment. Landlord may elect to terminate this Lease as to the space affected by the proposed assign or subletting in its sole and absolute discretion. If Landlord does not elect to terminate this Lease, however, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment.

B. Subject to obtaining Landlord’s consent in accordance with the requirements of Section 9.1, in order for any assignment or sublease to be binding on Landlord, Tenant must deliver to Landlord, promptly after execution thereof, an executed copy of such sublease or assignment whereby the subtenant or assignee shall expressly assume all obligations of Tenant under this Lease as to the portion of the Premises subject to such assignment or sublease.

Any purported sublease or assignment will be of no legal force or effect unless and until the proposed sublease has been consented to, in writing, by Landlord and a fully executed copy thereof has been received by Landlord.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 298 of 1306 15 C. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant or any guarantor of Tenant, of its or their obligations, or alter the primary liability of Tenant and its guarantor(s), if any, to provide Monthly Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of payments by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent or further assignment, subletting, hypothecation or third party use or occupancy. In the event of default by any assignee or successor of Tenant in the performance of any of the terms of this Lease, Landlord may proceed directly against Tenant and/or its guarantor(s), if any, without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant and/or its guarantor(s), if any, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant and/or its guarantor(s), if any, or any successor of Tenant of liability under this Lease.

D. Landlord shall have the unconditional right to sell, encumber, pledge, convey, transfer, and/or assign any and all of its rights and obligations under the Lease without the consent of or notice to Tenant or any guarantor(s) of Tenant’s obligations hereunder.

9.2 Processing Fee. Tenant agrees to pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) and an additional amount for reasonable attorney’s fees incurred in conjunction with the processing and document review of any requested transfer, assignment, subletting, license, or concession agreement, change of ownership, mortgage or hypothecation of the Lease or Tenant' s interest in and to the Premises

ARTICLE X
HOLDING OVER; SALE OF PREMISES; TERMINATION

10.1 No Right to Holdover. Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. If, without objection by Landlord, Tenant holds possession of the Premises after expiration of the Term, Tenant shall become a Tenant from month-to-month upon the terms herein specified, except that the monthly rent shall equal to one hundred and fifty percent (150%) of the monthly rent payable by Tenant at the expiration of the Term. In addition, Tenant shall continue to pay all other amounts due to Landlord hereunder. Each Party shall give the other notice at least one (1) month prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy. If, after objection by Landlord thereto, Tenant holds possession of the Premises after expiration of the Term, Tenant shall constitute a Tenant at sufferance and without in any way waiving the wrongful holding over of the Premises by Tenant, Landlord shall be entitled to receive for each month or portion thereof during which Tenant wrongfully holds over at the Premises monthly rent equal to two hundred percent (200%) of the monthly rent payable by Tenant at the expiration of the Term together with all other amounts otherwise due to Landlord hereunder. Landlord' s receipt of increased monthly rent under this Section 10.1 shall not constitute an extension of the Term nor shall it constitute a waiver of Tenant' s wrongful holding over and shall not prejudice any other rights or remedies available to Landlord under this Lease or by law.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 299 of 1306 16 10.2 Sale of Premises. In the event Landlord, or any successor owner of the Premises, shall sell or convey the Premises, all liabilities and obligations on the part of the Landlord, or such successor owner, under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant agrees to attorn to such new owner.

10.3 Early Termination of Tenancy. Notwithstanding any provision of this Lease to the contrary, Landlord reserves the right, in its sole and absolute discretion, and independent of whether or not Tenant may or may not be in default of this Lease, to terminate this Lease at any time by providing sixty (60) days advance written notice to Tenant of such termination. In such event, Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefore. Tenant shall owe Landlord for all loss and damages which Landlord may suffer by reason of such failure of Tenant to vacate.

ARTICLE XI
SUBORDINATION; ESTOPPEL CERTIFICATES

11.1 Subordination. This Lease and the rights of Tenant hereunder are subject and subordinate to any ground or underlying lease and the lien of the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any and all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations and replacements thereof. Tenant agrees that any ground or underlying landlord or lender may at its option, unilaterally elect to subordinate in whole or in part, such ground or underlying lease or the lien of such mortgage or deed or trust to this Lease. Such subordination or priority of this Lease, as the case may be, shall be effective without the necessity of executing any further instrument or agreement to effect such subordination or priority; provided, however, that Tenant agrees to execute, acknowledge, and deliver to Landlord upon demand any and all instruments required by Landlord or any such ground or underlying Landlord or lender evidencing the subordination or priority of this Lease, as the case may be. Tenant hereby irrevocably appoints Landlord as its agent and attorney-in-fact to execute, acknowledge, and deliver any such instruments in the name of and on behalf of Tenant if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) calendar days after written request therefore.

11.2 Estoppel Certificates. At any time and from time to time, Tenant shall execute, acknowledge and deliver to Landlord, within five (5) calendar days after request by Landlord, a certificate certifying, among other things: (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification); (ii) the date, if any, to which monthly rent (if applicable) and other sums payable hereunder have been paid; (iii) that no notice has been received by Tenant of any default which has not been cured except as to defaults specified in said certificate; and (iv) such other matters as reasonably may be requested by Landlord.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 300 of 1306 17 ARTICLE XII
DEFAULT; REMEDIES; DISPUTE RESOLUTION

12.1 Default; Breach.

A. Default. A “Default” by Tenant is defined as a failure by Tenant to observe, comply with, or perform any of terms, covenants, conditions, or rules applicable to Tenant under this Lease, and shall include but not be limited to:
(1) Failure to provide the Monthly Rent set forth in Section 1.5 or other amounts owing pursuant to the terms of this Lease.
(2) Vacation or abandonment of the Premises or a disruption in services for a period time exceeding five (5) calendar days.
(3) Failure by Tenant to provide Landlord with reasonable evidence of insurance required under this Lease.
(4) Failure by Tenant to timely deliver to Landlord any instrument or assurances required pursuant to this Lease, including an estoppel certificate pursuant to Section

11.2 of this Lease.
(5) Failure by Tenant to provide Landlord with reasonable written evidence (in duly executed original form, if applicable) of compliance with Applicable Requirements and Applicable Laws when requested.
(6) Occurrence of any of the following events: (i) the making by Tenant of any general arrangement or assignment for the benefit of creditors; (ii) Tenant’s becoming a “debtor” as defined in 11 U.S. Code Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution, or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this Subparagraph 12.1(A)(6) is contrary to any applicable law, such provision shall be of no force or effect, and shall not affect the validity of the remaining provisions. (7) Failure of Tenant to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of one (1) calendar day following written notice thereof by or on behalf of Landlord to Tenant. (8) Tenant making or furnishing any warranty, representation, or statement to Landlord in connection with this Lease, or any other agreement made by Tenant for the benefit of Landlord, which is or was false or misleading in any material respect when made or furnished.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 301 of 1306 18 (9) Assignment or sublease of this Lease or any portion of the Premises, or attempt to assign or sublease this Lease or any portion of the Premises, by Tenant in violation of Section 9.1.
(10) Tenant committing waste on the Premises.
(11) Failure of Tenant to otherwise perform, satisfy, or abide by any of the terms, covenants, conditions, or provisions of this Lease.

B. Breach. In the event that Tenant is in Default of this Lease, Landlord shall notify Tenant in writing of the nature of the Default and of the corrective action to be taken. If corrective action is not commenced within ten (10) business days after receipt of written notice and not completed within thirty (30) days thereafter, or longer, if Tenant is diligently pursing corrective action, such failure by Tenant shall constitute a “Breach,” and Landlord may pursue those remedies set forth in Section 12.2.

12.2 Remedies. On the occurrence of Tenant’s Breach of this Lease, Landlord shall have the right to pursue any one or more of the following remedies in addition to any other remedies now or later available to Landlord, either in law or equity, which remedies shall not be exclusive, but shall instead be cumulative: (i) remove all persons and property from the Premises and repossess same, in which case any and all of Tenant’s property that Landlord removes from the Premises may be stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant; or (ii) allow Tenant to remain in full possession and control of the Premises.

A. If Landlord chooses to repossess the Premises, then this Lease will automatically terminate in accordance with the provisions of California Civil Code Section 1951.

In the event of such termination of the Lease, Landlord may recover from Tenant:
(1) The worth at the time of award of the unpaid rent which had been earned at the time of termination, including interest at the maximum rate allowed by law; (2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, including interest at the maximum rate allowed by law; (3) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (4) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant' s failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 302 of 1306 19 B. “The worth at the time of the award,” as used in Section 12.2(A) shall be computed by allowing interest at the maximum rate allowed by law. “The worth at the time of the award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank at the time of the award, plus one percent (1%).

C. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, lost rents, eviction costs, attorney's fees, brokers' commissions, expenses of remodeling the Premises required by the re-letting, and like costs. Re-letting can be for a period shorter or longer than the remaining Term. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, unless Landlord notifies Tenant that Landlord elects to terminate this Lease. After Tenant's Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign its interest in this Lease, or sublet all or a portion of the Premises, but Tenant shall not be released from liability or its obligations under this Lease. Landlord's consent to a proposed assignment or subletting shall be as required in Section

9.1. D. If Landlord elects to re-let the Premises, then any rent that Landlord receives from re-letting shall be applied to the payment of: (i) first, any indebtedness from Tenant to Landlord other than rent due from Tenant; (ii) second, all costs incurred by Landlord in re-letting, including costs for maintenance; and (iii) third, Rent due and unpaid under this Lease.

E. After deducting the payments referred to in Section 12.2, any sum remaining from any rent that Landlord receives from re-letting shall be held by Landlord and applied in payment of future rent as rent becomes due under this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. If, on the date rent is due under this Lease, the rent received from any re-letting is less than the rent due on that date, then Tenant shall pay to Landlord, in addition to the remaining rent due, all costs which Landlord incurred in re-letting, including without limitation maintenance, that remain after applying the rent received from the re-letting, as provided in Section 12.2.

12.3 Continuation after Breach. Even though Tenant has breached this Lease and/or abandoned the Premises, this Lease shall continue in full force and effect for so long as Landlord does not terminate Tenant’s right to possession as provided in Section 12.2 above, and Landlord may enforce all its rights and remedies under this Lease. In such event, Landlord may exercise all of the rights and remedies of a Landlord under California Civil Code Section 1951.4, or any successor statute. Acts of maintenance or preservation or efforts to re-let the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.

12.4 Other Relief. In the event of re-entry or taking possession of the Premises, Landlord shall have the right but not the obligation to remove all or any part of the trade fixtures, furnishings, equipment, and personal property located in the Premises and to place the same in storage at a public warehouse at the expense and risk of Tenant or to sell such property in accordance with applicable law. The remedies provided for in this Lease are in addition to any

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 303 of 1306 20 other remedies available to Landlord at law or in equity, by statute or otherwise. Any amounts so expended by Landlord shall be immediately payable by Tenant.

12.5 Landlord's Right to Cure Default. All agreements and provisions to be performed by Tenant under any of the terms of this Lease shall be at its sole cost and expense. If Tenant shall fail to perform any other act on its part to be performed hereunder and such failure shall not be cured within the applicable cure period provided for herein, if any, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant's part to be made or performed as provided in this Lease. All sums so paid by Landlord and all necessary incidental costs shall be on Tenant's account and shall be payable to Landlord on demand.

12.6 Dispute Resolution. Any dispute arising out of or relating to this Lease, or breach thereof, shall be first submitted to the senior management of each Party for resolution during a thirty (30) calendar day dispute resolution period. Notice must be in writing and served pursuant to Section 13.1 herein. The foregoing dispute resolution period shall run concurrently with any notice and cure periods provided for herein.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Attorneys’ Fees. Should any action or proceeding be commenced by Landlord to enforce the provisions provided in this Lease, or should any litigation be commenced between the parties to this Lease concerning said Property, this Lease, or the rights and duties of either in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted as the result of said litigation, to a reasonable sum for its attorneys’ fees.

13.2 Notice. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, return receipt requested, telegraphed, delivered or sent by telex, telecopy or cable and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if mailed, three (3) business calendar days after the date of posting by the United States post office, (iii) if given by telegraph or cable, one (1) business calendar day after the date delivered to the telegraph company with charges prepaid.

To Landlord: To Tenant:

City of Indio Rosemary HiFi, LLC
100 Civic Center Mall 28621 Avenida La Vista
Indio, CA 92201 Cathedral City, CA 92234
Attn: City Manager Attn: Adrian Romero

A. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept, or the inability to deliver because of

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 304 of 1306 21 changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent.

B. Tenant hereby agrees that service of notice in accordance with the terms of this Lease shall be in lieu of the methods of service specified in Section 1161 of the California Code of Civil Procedure Section 1161. The provisions of California Code of Civil Procedure Section 1013(a), extending the time within which a right may be exercised or an act may be done, shall not apply to a notice given pursuant to this Lease.

13.3 Tenant Reports. On the fifteenth (15th) day of each calendar month, during the Term hereof, Tenant shall submit to Landlord a statement in writing certified to be correct (if Tenant is a corporation, the statement shall be certified by an officer of the corporation, by an officer of Tenant) as to total gross sales, from all sources, for the proceeding calendar month.

13.4 Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

13.5 Captions. Any captions to, or headings of, the sections or subsections of this Lease are solely for the convenience of the parties hereto, are not a part of this Lease, and shall not be used for the interpretation or determination of the validity of this Lease or any provision hereof.

13.6 Amendment of Agreement. The terms of this Lease may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.

13.7 Waiver. The waiver by Landlord or Tenant of any agreement, condition, or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision herein contained, nor shall any custom or practice which may grow up between the Parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Tenant or Landlord in strict accordance with said terms. The subsequent acceptance of any payment hereunder by Landlord shall not be deemed to be a waiver of any breach by Tenant of any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular amount so accepted. Specifically, Landlord may accept any payment from Tenant and apply same to any amount owing hereunder notwithstanding any stated intent or instruction on the part of Tenant to the contrary and without waiving or compromising any claim that such payment was less than the payment actually due from Tenant.

13.8 No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work as a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub-tenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or sub-tenancies.

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

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 305 of 1306 22 13.10 Fees and Other Expenses. Except as otherwise provided herein, each of the Parties shall pay its own fees and expenses in connection with this Lease, including any permit or license fees which Tenant may be required to obtain pursuant to its occupancy.

13.11 Authority to Execute Agreement. Landlord and Tenant represent and warrant that the individuals who have signed this Lease have the legal power, right and authority to enter into this Lease so as to bind each Party for whom they sign to perform as provided herein.

13.12 Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Tenant shall be responsible for the acts or omissions of its subtenant(s), if any.

13.13 Incorporation of Exhibits. Each of the Exhibits to this Lease are incorporated by reference as though fully set forth herein.

13.14 Entire Agreement. This Lease supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between Tenant and Landlord as to the subject matter hereof. No subsequent agreement, representation, or promise made by either Party hereto, or by or to any employees or agents of either Party shall be of any effect unless it is in writing and executed by the party to be bound thereby. (Signatures on following page)

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 306 of 1306 IN WITNESS WHEREOF, the Parties hereto have executed this Lease as of the calendar day and year written below.

LANDLORD:

CITY OF INDIO, a California
municipal corporation
By: ____________________________
Bryan H. Montgomery
City Manager

Date: __________________________
ATTEST:

By: _____________________________
Cynthia Hernandez
City Clerk

Date: ___________________________
APPROVED AS TO FORM:

By: ____________________________
Steven P. Graham
City Attorney
TENANT:

Rosemary HiFi, LLC
By: ____________________________
Adrian Romero
Founder/Owner
Date: ___________________________

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 307 of 1306 2 EXHIBIT “A”
Premises/Lease Plan
(Inserted behind this page)

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 308 of 1306

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 309 of 1306 3 EXHIBIT “B”
General Rules and Regulations

1. Business shall operate at a minimum of five (5) days per week.

2. All floor areas of the Premises (including vestibules, entrances and air returns), doors, fixtures, windows, and plate glass shall be maintained by Tenant, in a clean, safe and good condition.

3. All trash, refuse and waste materials shall be stored in adequate containers, approved by Landlord and regularly removed from the Premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard or nuisance to any tenant. In the event that any tenant shall fail to remedy such a health or fire hazard or nuisance within five (5) days after written notice by Landlord, Landlord may remedy and/or correct such health or fire hazard or nuisance at the expense of Tenant.

Tenant must obtain a separate temporary dumpster to receive its move-in merchandising debris, and construction debris from any tenant improvements or alterations. Should it be necessary for Landlord to have Tenant's solid or liquid rubbish cleaned up, the cost for such cleaning shall be charged back to Tenant along with an administrative fee of fifteen per cent (15%).

4. No portion of the Premises shall be used for lodging purposes. No cooking is allowed on the Premises unless Tenant is a restaurant.

5. Neither sidewalks nor walkways shall be used to display, store or place any merchandise, equipment or devices, except in connection with sidewalk sales held with Landlord's prior written approval in each instance.

6. No public telephone, newsstand, shoeshine stand, refreshment, vending or other coin operated machine shall be installed or placed on the sidewalk or walkway area adjacent to the Premises or on the Common Facilities without Landlord's prior written approval in each instance. No public telephones are allowed within or outside of the Premises (other than Landlord provided public telephones).

7. No person or persons shall use the Premises, or any part thereof, for conducting therein a second-hand store, auction, distress or fire sale or bankruptcy sale, or "going out of business" sale or "lost our lease" sale, without Landlord's prior written consent in each instance.

8. No portion of the Premises shall be used for the storage of any merchandise, materials or other properties, other than those reasonably necessary for the operation of Tenant's business. Landlord may, from time to time, inspect the Premises to ensure compliance with the foregoing provisions.

9. No display areas of the Premises shall be left vacant, and Tenant shall not black out or otherwise obstruct the windows of the Premises, without Landlord's prior written consent. Signs in the windows may be limited and must be approved by the Landlord in writing.

10. Landlord shall have the absolute right to enter upon the Premises to perform such cleaning and clearing of the pipes and drains servicing the Premises (including rotoPage 29 of 31 AGENDA ITEM #8.14 Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 310 of 1306 4 rooter service), and any grease traps and exhaust systems servicing the Premises, as Landlord shall deem necessary.

11. If Tenant shall operate a carry-out food operation, including food and/or soft drink vending machines as well as any ice cream store, Tenant shall pay Landlord for all sidewalk and walkway cleanup work (including without limitation steam cleaning), that Landlord shall determine is necessary to preserve the sanitation, cleanliness and clean appearance of the Center. Tenant shall pay Landlord on an estimated month basis, adjusted annually, and will be responsible for a cleanup of not less than one hundred feet (100') in radius from the entrance(s) to the Premises.

12. The sidewalks, exits and entrances shall not be obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the Premises.

13. Tenant shall not alter any lock or install any new or additional locks or any bolts on any door of the Premises without the prior written consent of Landlord (except as to safes and vaults of the Tenant). Installation of floor safes will require prior written approval by Landlord and must remain with the Premises at termination.

14. The toilet rooms and urinals, wash bowls and other apparatus therein shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be placed therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees, invitees, contractors or agents, shall have caused it.

15. Tenant shall not use, keep or permit to be used or kept, any noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Premises by reason of noise, odors, and/or vibrations, or interfere in any way with other tenants or those having business therein. Tenant shall not make or permit to be made any loud or disturbing noises or disturb or interfere with neighbors’ use and enjoyment of their property, whether by the use of any musical instrument, radio, television, video or audio recording, shouting, or in any other manner. Tenant shall not throw anything out of doors.

16. Landlord will direct electricians as to where and how electrical, telephone, television and cable wires are to be introduced to the Premises. No boring or cutting for wires will be allowed without the prior consent of Landlord. The location of telephone call boxes and other office equipment in the Premises shall be subject to the approval of Landlord. All such consents and approvals by the Landlord must be in writing.

17. Tenant shall be responsible for assuring that doors to the Premises are not left unlocked during non-business hours, except while moving furniture or other items in or out of the Premises.

18. Landlord reserves the right to exclude or expel from the Premises any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or is violating the rules and regulations of the Premises.

19. The requirements of Tenant will be attended to only upon application to Landlord’s designated property manager. Employees of Landlord shall have no obligation to perform any work for Tenant or do anything outside their regular duties for Tenant unless under special instructions from Landlord, and no employee shall have any obligation to admit any person (Tenant or otherwise) to any office of Landlord without specific instruction from Landlord.

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 311 of 1306 5 EXHIBIT “C”
Schedule of Performance
To be included prior to the execution of the agreement

Commercial Lease Agreement with Rosemary HiFi, LLC, located at 45120 Oas... Page 312 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Carl S. Morgan, Dir. Of Economic Development Subject: Approve Amendment No. 3 to the Lease Agreement between the City of Indio and Miles DTI.

RECOMMENDATION:

Approve Amendment No. 3 to the Lease Agreement between the City of Indio and Miles DTI.

SUMMARY:

Staff has received a request from Miles DTI (Tenant) for a Third Amendment to the Lease Agreement (Attachment 1) dated December 1, 2021. The Third Amendment requests an additional $200,000 Tenant Improvement (T.I.) allowance of which $160,000 will be repaid to the City in additional monthly rent of $1,950 to be paid over the initial seven (7) year term of the lease. The request for additional T.I. allowance is due to increased costs associated with the upgrade of the roof, HVAC, electrical, gas, and water systems to serve the restaurants within the premises. Additionally, there has been a significant increase in construction costs and inflation since the execution of the Lease. At that time, construction costs were estimated at $700,000, which has now escalated to over $1,200,000, representing a substantial 58% increase. The additional TI. allowance is required to complete the buildout and get the restaurants open for business. The tenant has provided a detailed budget (Attachment 2) showing the investment made to date and the amount that is required to complete the buildout. Staff recommends the approval of the Third Amendment to the Commercial Lease agreement between the City of Indio and Miles DTI LLC to increase the T.I. allowance BACKGROUND INFORMATION:

On December 1, 2021, the City Council approved a lease for the real property located at 82851 and 82867 Miles Avenue, Indio, California. The Lease included provisions for a T.I. Allowance of $375,000 towards Tenant Improvement (Attachment 3).

The First Amendment was executed on November 1, 2022, to which the Rent Commencement Date was extended to June 1, 2023 (Attachment 4).

The Second Amendment was executed on May 23, 2023, to further extend the Rent Commencement Date to November 1, 2023 (Attachment 5).

The proposed Third Amendment is to enhance the Tenant Improvement provisions as follows:

Increase of T.I. Allowance: Section 3.2 of the Work Letter will be amended to augment the T.I.

Allowance by an additional $200,000, which will be disbursed from Landlord to Tenant upon execution AGENDA ITEM #8.15
Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 313 of 1306 of the Third Amendment. Of this amount, $160,000 will be repaid to the Landlord through an additional rent of equal monthly installments of $1,950.00 over the initial seven-year lease term, starting from the Rent Commencement Date. and the remaining is an outright allowance of $40,000.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$200,000 In current year budget: Yes
Current FY General
Fund Impact:
$200,000 Budget adjustment: No
Next FY Financial
Impact:
0 Strategic Objective: Downtown & Hwy 111
Revitalization
Source of funds: General Fund - Economic
Development
Fund-Org-Object
Reference:
101-1175-523006
ATTACHMENTS:

Attachment 1- Miles DTI Third Amendment to Lease
Attachment 2- Budget
Attachment 3- Commercial Lease with Miles DTI
Attachment 4- 1st Amendment to Lease executed
Attachment 5- 2nd Amendment to Lease- fully executed
APPROVAL(S):

Carl S. Morgan, Dir. Of Economic Development Approved - 30 Aug 2023 Steven Graham, City Attorney Approved - 31 Aug 2023
Alan Garcia, Accountant Approved - 01 Sep 2023
Bryan H. Montgomery, City Manager Approved - 01 Sep 2023

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 314 of 1306

Third Amendment to Commercial Lease

THIRD AMENDMENT TO COMMERCIAL LEASE
This Third Amendment to Commercial Lease (“3rd Amendment”) is made and effective August 16, 2023 (“Effective Date”), by and between the City of Indio (“Landlord”), on one hand; and Miles DTI LLC, a California limited liability company (“Tenant”), on the other hand. Landlord and Tenant are sometimes hereinafter individually referred to as a “Party” and/or collectively referred to as the “Parties.”

RECITALS
A. The Parties entered into that certain Commercial Lease dated December 1, 2021 (“Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord that certain real property commonly known and numbered as 82851 and 82867 Miles Avenue, Indio, California (the “Premises”). All capitalized terms not otherwise defined herein shall have the same meaning as used in the Lease.

B. Pursuant to Section 3 of the Work Letter attached as Exhibit “B” to the Lease (the “Work Letter”), Tenant is entitled to payment from Landlord in the sum of Three Hundred SeventyFive Thousand Dollars ($375,000.00) towards certain Tenant Improvement Costs, referred to as the TI Allowance.

C. Landlord and Tenant now desire to increase the TI Allowance by the sum of Forty Thousand Dollars ($40,000.00) and provide for a separate allowance payable to Tenant in the sum of One Hundred Sixty Thousand Dollars ($160,000.00) towards Tenant Improvement Costs to be repaid to Landlord, all on the terms and conditions contained in the Lease together with this 3rd Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, Landlord and Tenant agree as follows:

Section 1. Increase of TI Allowance.

Section 3.2 of the Work Letter is hereby amended to increase the TI Allowance by the sum of Forty Thousand Dollars ($40,000.00), payable by Landlord to Tenant upon the Parties’ execution of his 3rd Amendment.

Section 2. Additional Allowance.

Tenant shall be afforded an additional allowance in the sum of One Hundred Sixty Thousand Dollars ($160,000.00) towards Tenant Improvement Costs (the “Additional Allowance”), payable by Landlord to Tenant upon the Parties’ execution of this 3rd Amendment. Tenant shall repay the Additional Allowance to Landlord in equal monthly installments of $1,905.00 commencing upon the Rent Commencement Date and the first of each month thereafter over the course of the initial Term of the Lease as Additional Rent.

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 315 of 1306

Third Amendment to Commercial Lease
Section 3. Other Lease Provisions.

In all respects not specifically amended herein, the Lease shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this 3rd Amendment as of the Effective Date hereof.

LANDLORD: CITY OF INDIO TENANT: MILES DTI LLC
By: ______________________________ By: ______________________________ Bryan H. Montgomery, City Manager Roman M. Whittaker, Managing Member of Romanhead LLC, its Member/Manager
By: __________________________________________
James A. Paige, Manager of Little Bar Palm Desert
LLC, its Member/Manager

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 316 of 1306 Paid as of
8/7/23
Due as of
8/7/23
Future
Estimate TOTAL 8/7/23
Construction
Construction - AV $ 4,860 $ 5,000 $ 9,860
Construction - Cabinets & Countertops $ 10,000 $ 12,500 $ 22,500 Construction - Demo & Cleanup $ 48,410 $ 48,410
Construction - Drywall $ 36,400 $ 36,400
Construction - Electrical $ 34,283 $ 5,000 $ 15,000 $ 54,283 Construction - Fire Sprinklers $ 42,927 $ 40,000 $ 82,927 Construction - Garage Doors $ 21,000 $ 21,000 $ 42,000
Construction - Grease Trap & Sewer $ 114,156 $ 50,000 $ 164,156 Construction - General Contractor $ 35,500 $ 25,000 $ 50,000 $ 110,500 Construction - HVAC $ 101,076 $ 20,000 $ 121,076
Construction - Plumbing $ 36,675 $ 40,000 $ 76,675
Construction - Stucco $ - $ 13,000 $ 13,000
Construction - Tile $ 20,000 $ 10,000 $ 30,000
Total Construction $ 505,287 $ 70,000 $236,500 $ 811,787 Design & Engineering
D&E - Architecture $ 10,500 $ 10,500
D&E - Electrical $ 6,700 $ 6,700
D&E - HVAC $ 4,925 $ 4,925
D&E - Kitchen $ 6,000 $ 6,000
D&E - Plumbing $ 6,900 $ 6,900
D&E - Printing $ 730 $ 730
D&E - Renderings $ 1,000 $ 1,000
D&E - Structural $ 2,000 $ 2,000
Total Design & Engineering $ 38,755 $ - $ - $ 38,755
Materials
Materials - AV $ 2,757 $ 5,000 $ 7,757
Materials - Cabinets & Countertops $ 5,420 $ 5,420
Materials - Décor $ 1,223 $ 20,000 $ 21,223
Materials - Doors & Windows $ 17,584 $ 5,000 $ 22,584
Materials - Electrical $ 26,894 $ 10,000 $ 36,894
Materials - Exterior $ 288 $ 30,000 $ 30,288
Materials - General $ 27,976 $ 27,976
Materials - HVAC $ 44,356 $ 5,000 $ 49,356
Materials - Plumbing $ 36,853 $ 10,000 $ 46,853
Materials - Tile $ 13,849 $ 13,849
Total Materials $ 177,200 $ - $ 85,000 $ 262,200
Permits & Fees
Permits & Fees - City Fees $ 1,618 $ 1,618
Permits & Fees - Fire Dept $ 1,983 $ 1,983
Permits & Fees - Health Dept $ 2,005 $ 2,005
Permits & Fees - Indio Water $ 217 $ 217
Permits & Fees - So Cal Gas $ 8,696 $ 8,696
Permits & Fees - Valley Sanitary $ 690 $ 690
Total Permits & Fees $ 15,210 $ - $ - $ 15,210
$ -
Total Improvements $ 736,451 $ 70,000 $321,500 $ 1,127,951 $ -
Restaurant Equipment $ 30,409 $ 75,000 $ 105,409
Liquor License $ 7,998 $ 7,998
$ -
Total $ 774,858 $ 70,000 $396,500 $ 1,241,358

CONTRIBUTIONS
City of Indio $ 253,125 $ 121,875 $ 375,000
Miles DTI LLC $ 530,383 $ 70,000 $ 266,000 $ 866,383
TOTAL CONTRIBUTIONS $ 783,508 $ 70,000 $ 387,875 $ 1,241,383 Miles DTI, LLC

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 317 of 1306

COMMERCIAL LEASE
This Commercial Lease (“Lease”) is dated December 1, 2021 for reference purposes only, by and between the City oflndio (“Landlord”), on one hand; and Miles DTI LLC, a California limited liability company (“Tenant”), on the other hand. The “Effective Date” will be the later of (1) the date the Landlord signs it upon approval by its City Council, or (2) the date the Tenant signs it. Landlord and Tenant are sometimes hereina?er individually referred to as a “Party” and/or collectively referred to as the “Parties,” as follows:

ARTICLE 1

SUMMARY OF BASIC LEASE INFORMATION
The following provisions of this Article 1 summarize for convenience only certain key terms of the Lease delineated more fully in the Articles and Sections which follow. In the event of a con?ict between the provisions of this Article 1 and the balance of the Lease, the latter shall control.

1.1 Landlord: City of Indio.

1.2 Tenant: Miles DTI LLC, a California limited liability company

1.3 [INTENTIONALLY DELETED]

1.4 Premises: The building located at 82851 and 82867 Miles Avenue, Indio, California consisting of approximately 8,800 square feet of?oor area (the “Building”) and the land located on the exterior areas ofthe Building as depicted in the Site Plan and legal description attached hereto as Exhibit “A” Tenant intends to divide the Building into 3 distinct units with 3 separate entrances at the north side ofthe Building depicted as Units 1, 2 and 3 in the Floor Plan attached as Exhibit “1” to the Work Letter attached hereto as Exhibit “B.”

1.5 Permitted Use of Premises: The Premises shall be used and occupied as one or more ?ill-service restaurant(s) and bar(s) (subject to obtaining required liquor licenses).

1.6 Lease Term: Seven (7) years, with two five (5) year options (collectively, the ”Term” or “Lease Term”).

1.7 Rent Commencement Date: November 1, 2022.

1.8 Minimum Rent: $0.15 per square foot ofthe Building per month for the first 3 years ofthe initial Term, $0.30 per square foot of the Building per month for years 4-7 of the initial Term, $0.75 per square foot of the Building per month for the for the first 5-year option Term, and $1.00 per square foot of the Building per month for the for the second 5-year option Term. No Base Rent shall be payable for the months of June, July and August, as long as the business is open and operating during those months.

1.9 Percentage Rent: 3% of annual Gross Sales made from or upon Unit 3 of the Premises and the outdoor area(s) of Premises occupied as part of Unit 3 exceeding $500,000, and therea?er 6% of annual Gross Sales made from or upon Unit 3 of the Premises and the outdoor area(s) of Premises occupied as part of Unit 3 exceeding $1,000,000, plus 10% of all rents collected by Tenant under subleases of Unit 1 with third parties (non-af?liates of Tenant) commencing November 1, 2023.

COMMERCIAL
of2l
Landlord’s Initi Tenant’s Initial

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 318 of 1306 bmoulgonieml?in rg rumanes 1 rel I ma

1.10 Addresses for Notices
To Landlord: To Tenant:

The City of Indio Miles DTI LLC
Attn.: City Manager Attn.: Roman Whittaker
100 Civic Center Mall 80853 Kebon Drive
Indio, CA 92201 Indio, CA 92201

1.1] Security Deposit: Three Thousand Dollars ($3,000)

1.12 0ption(s) to Extend: Check the applicableblank:
( I None
(_X_) See Extension Option Rider attached to this Lease

1.13 Purchase Option: Check the applicable blank:
( ) None
LX_) See First Rights Rider attached to this Lease

1.14 Tenant Improvements and Tenant Improvement Allowance: Check the applicable blank:
( | None
(_X) See Work Letter attached to this Lease
ARTICLE 2

PREMISES

2.1 Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, as of the Effective Date, at the rental and upon the covenants and conditions hereinafter set forth, the commercial space referred to herein as the Premises and described in Section 1.4. Landlord and Tenant acknowledge and agree that Tenant will construct the Tenant Improvements (as de?ned in the Work Letter attached as Exhibit “B”).

2.2 Building. The Premises includes the Building and exterior portions of the Building as shown on the Site Plan attached as Exhibit “A.” The approximate ?oor area of the Building is set forth in Section 1.4. The Premises are to be constructed as provided in the Work Letter and the actual Floor Area in the Building is subject to veri?cation as provided below. The term “Floor Area,” as used in this Lease, means all areas held for the exclusive use of a Tenant measured from the interiorsurface of exterior walls (and extensions, in the case of openings) and from the center of interior demising walls.

2.3 Verifying the Floor Area. Within forty-?ve (45) days after the construction of the Tenant Improvements, Tenant will have the Floor Area of the Building measured and certi?ed in writing to Landlord. If Tenant fails to timely deliver such certi?cation to Landlord or Landlord otherwise disputes Tenant’s measurement, the Parties may have the Floor Area of the Building measured and certi?ed by an independent architect mutually acceptable to the Parties, in which event both Landlord and Tenant agree to abide by this measurement. The cost of the measurement by an architect mutually acceptable to Landlord and Tenant will be borne equally by Landlord and Tenant. If the measurement reveals a Floor Area of the Building that is different from the Floor Area set forth in Section 1.4, then Minimum Rent and all other charges payable by Tenant under this Lease that are determined with reference to the Floor Area of the Building will be adjusted to re?ect the actual Floor Area of the Building as certi?ed.

COMMERCIAL LEASE

Landlord’s Initials Tenanfs Initials

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 319 of 1306 ARTICLE 3
TERM

3.1 Duration of Lease Term. This Lease shall become legally binding as of the Effective Date and shall remain in ?lll force and effect thereafter until the expiration of the Lease Term, unless sooner terminated as provided in this Lease. Said Lease Term shall commence on the Rent Commencement Date.

3.2 Acceptance of the Premises. Landlord shall use its best efforts to give Tenant possession of the Premises on or as nearly as possible to the Effective Date. Tenant acknowledges that Tenant has already inspected the Premises, and Tenant accepts the Premises in its existing condition, “AS IS”, without representation or warranty (except as otherwise expressly provided in Section 4.1) and subject to all matters of record and all defects and conditions, whether patent or latent, and subject further to all legal requirements such as taxes, assessments, zoning, use permit requirements and building codes, based solely on Tenant’s own inspection, analysis and evaluation and not in reliance on any information provided by or on behalf of Landlord. Tenant shall commence the construction of the Tenant Improvements as described in Exhibit “B” promptly after delivery of possession and shall diligently prosecute such construction to completion no later than the Rent Commencement Date and shall open the Premises for business no later than the Rent Commencement Date as further provided in Section 4.3.

3.3 Holding Over. In the event that Tenant holds over the Premises beyond the expiration or earlier termination of this Lease, Tenant’s occupancy will be considered a tenancy from month to month (terminable on ninety (90) days’ notice by either Party at the Minimum Rent and Additional Rent payable under this Lease during the last full month before the date of expiration or earlier termination of this Lease, subject to all of the terms and conditions in this Lease including, but not limited to, Tenant’s Purchase Option.

3.4 Surrender of the Premises. At the expiration of the Lease Term or earlier termination of the Lease, Tenant shall remove all of its Personal Property from the Premises and surrender possession of the Premises to Landlord in broom clean condition and good state of repair, except ordinary wear and tear, damage or destruction covered by Article 12, and any repairs Landlord is obligated to perform hereunder. Any Personal Property not timely removed may be disposed of or retained by Landlord without liability to Tenant, AND TENANT HEREBY WAIVES ANY AND ALL STATUTES AND OTHER LAWS TO THE CONTRARY.

ARTICLE 4

POSSESSION, USE AND OPERATION

4.1 Permitted Uses. Tenant shall use the Premises solely for the purpose or purposes speci?ed in Section 1.5 (“Permitted Use”). Notwithstanding the foregoing, Tenant may request a change in Tenant’s Permitted Use which shall be approved by Landlord in advance and in Landlord’s sole discretion. Landlord warrants and represents to Tenant that there exist no zoning restrictions, laws, statutes, or other restrictions that in any way prohibit the use of the Premises as a typical restaurant or bar as such establishments operate in California as of the Commencement Date of this Lease. In the event of any breach of any of the warranties or representations of Landlord under the preceding sentence Tenant is unable to procure or maintain any of Tenant’s permits through no fault of Tenant for the conduct of Tenant’s business for the Permitted Use, or for any other use that Tenant, in its good faith businessjudgment, determines to engage in at the Premises; or in the event any laws are enacted or changed with the result that Tenant cannot conduct its business in the Premises for the Permitted Use, or for any other use that Tenant, in its good faith business judgment, determines to engage in at the Premises, then Tenant will have the right to terminate this Lease by giving Landlord thirty (30) days’ written notice of such termination.

4.2 Duties and Prohibited Conduct. Tenant shall neither cause nor permit any Hazardous Material to be used, generated, stored, transported, handled or disposed of on or about the Premises or the Building. “Hazardous Materials” shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is

COMMERCIAL LEASE
of 2l
Landlord’s Tenant’s Initials

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 320 of 1306

undInrd'slm1' W
or becomes regulated by any local governmental authority, the State of California or the United States Government, including, but not limited to, any material or substance defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” “hazardous material” or “toxic pollutant” under California law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.

Except as otherwise provided herein, Tenant shall, at its cost, comply with all laws relating to the use, occupancy, maintenance, repair and alteration of the Premises. As to its leasehold estate, Tenant and all persons in possession thereof will conform to and will not violate the terms of any matters of record affecting the realty underlying the Premises, whether now existing or hereafter created. Tenant’s use and occupation of the Premises, and the condition of the Premises, shall, at Tenant’s sole cost and expense, comply in all material respects with (a) all Applicable Regulations in effect now or after the Effective Date including, without limitation, the laws and regulations referred to in Section 4.8 of this Lease; and (b) all restrictions, covenants and encumbrances of record with respect to the Premises and/or the Building. As to its leasehold estate, Tenant and all persons in possession thereofwill conform to and will not violate the terms of any matters of record affecting the realty underlying the Premises, whether now existing or hereafter created.

4.3 Covenant to Open. Tenant covenants to open for business to the public with the Premises fully fixturized, and stocked with merchandise and inventory no later than the Rent Commencement Date.

4.4 Compliance with Laws. Tenant shall not cause or permit the Premises to be used in any way that:
(i) constitutes a violation of any law, ordinance, or governmental regulation or order regulating the manner of use by Tenant of the Premises, including, without limitation, any law ordinance, regulation or order relating to Hazardous Materials (“Applicable Laws”) or (ii) constitutes a nuisance or waste. Tenant shall obtain, at its sole cost and expense, all governmental permits, licenses and authorizations of whatever nature required by any governmental agencies havingjurisdiction over Tenant’s use or improvement of the Premises (except as otherwise provided under the Work Letter).

4.5 [INTENTIONALLY DELETED]

4.6 Signs and Advertising. Tenant shall have the right to place on the Premises any signs which are permitted by applicable zoning ordinances and municipal or private restrictions. Tenant shall repair all damage to the Premises or the Building resulting from the removal of signs installed by Tenant. Tenant may exhibit or affix ?ags, pennants, banners or similar items and may display or place handbills or other advertising devices on or to the exterior of the Building, and Tenant may use advertising media that can be heard or experienced outside the Premises, including without limitation, ?ashing lights, searchlights, loudspeakers, phonographs, radios or television, to the extent permitted under Applicable Laws.

4.7 [INTENTIONALLY DELETED]

4.8 Patriot Act. Tenant represents, warrants and certi?es that neither Tenant nor any of its af?liates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, of?cers, directors, representative or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) if the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List, “SDN List”) or under any statute, executive order (including without limitation the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental statutes, regulations, orders or directives. Such persons are referred to herein as “Blocked Persons.” Tenant also represents, warrants and certi?es that is no engaging in this transaction, directly or indirectly, on behalf of any Blocked Person. Tenant acknowledges and agrees to Landlord’s legal obligations (1) not to do business with Blocked Persons; and (2) to freeze any assets of Blocked Persons which may come into Landlord’s possession. Tenant releases Landlord from any liability to Tenant for any actions taken by Landlord in good faith efforts to comply with the foregoing obligations. Tenant agrees to defend, indemnify and hold harmless Landlord or

COMMERCIAL LEASE
Tenant’s Initial

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 321 of 1306 mlia
any of its af?liates, agents, directors, of?cers, employees or otherwise from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorneys’ fees and costs) arising from or related to any breach ofthis Section 4.8.

4.9 De?nition of “Applicable Regulations”. “Applicable Regulations” shall mean all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each governmental agency having jurisdiction over the Premises, including, without limitation, all health, building, ?re, safety and other codes, ordinances and requirements, all applicable standards of the National Board of Fire Underwriters and the Americans with Disabilities Act, and all policies or rules of common law, in each case, as amended, and any judicial or administrative interpretation, including any judicial order, consent, decree or judgment applicable to the Tenant.

4.10 [INTENTIONALLY DELETED]
ARTICLE 5
RENT

5.1 Rent Commencement Date. Tenant’s obligation to pay any amount of Minimum Rent under this Lease shall commence upon the Rent Commencement Date.

5.2 Minimum Rent. Tenant agrees to pay as Rent for the use and occupancy of the Premises the Minimum Rent speci?ed in Section 1.8. Tenant shall pay the Minimum Rent in monthly installments on the ?rst day of each calendar month, without setoff, deduction, prior notice or demand.

5.3 Percentage Rent. In addition to the Minimum Rent, Tenant agrees to pay the Percentage Rent speci?ed in Section 1.9. Tenant will furnish or cause to be furnished to Landlord a statement of the annual Gross Sales of Tenant within ninety (90) days after the close of the twelfth (l2‘“)month succeeding the Rent Commencement Date and each successive twel?h (l2”‘)month therea?er through the end of the Lease Term. These statements will be certi?ed as an accurate accounting of Tenant’s Gross Sales by an authorized representative of Tenant and will include a calculation of any Percentage Rent owing for such ?scal year. Tenant will pay Percentage Rent to Landlord commencing in the calendar month in which Tenant’s Gross Sales for the ?scal year ?rst exceed the applicable break points speci?ed in Section 1.9. Thereafter, the Percentage Rent will be paid monthly on all Gross Sales made during the remainder of such ?scal year within thirty (30) days after the close of each month. Concurrently with Tenant’s delivery to Landlord of Tenant's annual Gross Sales statement, Tenant will pay any remaining unpaid Percentage Rent due for such ?scal year. All reports of Gross Sales submitted by Tenant to Landlord will be deemed conclusive and binding on Tenant unless Tenant corrects the reports within one (1) year after the date Tenant submits the reports to Landlord. The term “Gross Sales,” as used in this Lease, means the actual amount received by Tenant from all food, beverages, merchandise and services sold in or from Unit 3 of the Premises and the outdoor area(s) of Premises occupied as part of Unit 3, excluding therefrom the following: (a) sales taxes, excise taxes, gross receipts taxes, luxury taxes, or similar taxes imposed by governmental entities on the sale of merchandise or services; (b) proceeds from the sale of ?xtures, equipment, or other property that is not stock in trade; (c) any exchange or transfer of merchandise between stores or warehouses of Tenant or any subtenant, licensee, or concessionaire; (d) returns to shippers or manufacturers; (e) cash or credit refunds to customers; (t) sums and credits received in settlement of claims for loss or damage to merchandise; (g) interest, carrying charges, or other ?nance charges in respect of sales made on credit; (h) sales to employees at a discount or per employee allowances; (i) accounts receivable that have been determined to be uncollectible for federal income tax purposes during such ?scal year; 0) sublease rents or other consideration received in connection with an assignment, sublease, license, concession, or other grant of a right of occupancy with respect to any portion of the Premises, except as otherwise provided in Section 1.9; (k) sales of merchandise ordered over the internet or by catalog regardless of place of order or delivery; (l) fees and charges paid to all credit card and check veri?cation companies; (m) gift certi?cates until redeemed (at Premises); (n) the amount of discounts granted on sales; (0) premiums on credit insurance; and (p) bulk sales of merchandise (collectively, Exclusions from Gross Sales).

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5.4 Tenant's Record-Keeping Obligations and Landlord's Audit Rights. At the time of a sale or other transaction, Tenant will record the sale or other transaction in the same manner as Tenant customarily records sales. For a period of three (3) years following the submittal of its certi?ed annual statement for each ?scal year, Tenant will keep and maintain ?ill and accurate books of account and records relative to transactions from the subject Premises in accordance with Tenant’s accounting practices. Landlord, at any time within one (1) year after receipt of any certi?ed annual statement and after at least thirty (30) days’ prior written notice to Tenant, may cause an audit to be made of Tenant’s records and books reasonably necessary to audit Gross Sales; provided that in no event will Landlord have the right to (i) audit books and records that do not pertain exclusively to the subject Premises speci?ed in Sections 1.9 and 5.3, (ii) conduct any such audit more than once in any given ?scal year. All such inspections and audits must be conducted by a certi?ed public accountant that is not paid on a contingency basis. The failure of Landlord to conduct an audit within one (1) year after Tenant has delivered to Landlord its annual statement of Gross Sales will constitute a waiver by Landlord of its right to dispute Gross Sales as speci?ed in Tenant’s annual Gross Sales statement. Tenant will make all such books and records available for the audit at Tenant’s executive of?ce or accounting of?ce. Any such audit will be conducted in a manner so as to minimize interference with Tenant’s business operations. Landlord will providea copy to Tenant of the audit results within ?fteen (15) days after Landlord’s receipt of the results, and Tenant will have the right to reasonably dispute them. If the audit discloses any overpayment by Tenant of Percentage Rent, Landlord will refund to Tenant the amount of the overpayment within ??een (15) days following Landlord’s receipt of the audit. lf the audit discloses an underpayment of Percentage Rent, Tenant will pay to Landlord the amount of the underpayment within thirty (30) days following Tenant’s receipt of a copy of the audit results. If the audit discloses an underreporting of Gross Sales in excess of three percent (3%) of the reported Gross Sales, and additional Percentage Rent is due as a result of the understatement, then Tenant will also pay to Landlord the reasonable cost of conducting the audit (as evidenced by invoices or other reasonable supporting documents delivered to Tenant) within thirty (30) days following Landlord’s written demand. Despite any other provisions in this Lease, regardless of audit results, Tenant is not responsible for the payment of any Landlord audit expenses that are contingent in any manner on the results of the audit, including the amount recovered by the audit. Landlord agrees that any information obtained by Landlord as a result of any such audit or inspection will be held in strict con?dence by Landlord and will not be disclosed to any third party.

5.5 Additional Rent. All costs and expenses payable under this Lease by Tenant, and all damages, costs and expenses that Landlord could incur by reason of Tenant’s default, shall be deemed “Additional Rent.” In the event of Tenant’s nonpayment of Additional Rent, Landlord shall have all the same rights and remedies as Landlord has for the nonpayment of Minimum Rent. The terms “Rental” and “Rent” as used in this Lease shall mean Minimum Rent, Percentage Rent and Additional Rent

5.6 Utility Charges. Tenant agrees, at its own expense, to directly pay to the appropriate utility company the cost of all utilities used upon the Premises from and alter Landlord’s delivery ofthe Premises to Tenant.

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5.10 Address for Payments. Tenant shall pay all Rental and other payments to Landlord at the address set forth in Section 1.10 of this Lease, or at such other place as may from time to time be designated by Landlord in writing at least ten (10) days prior to the next ensuing payment date.

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ARTICLE 6

UTILITIES

6.1 Utilities. Tenant shall pay for all public and other utilities and related services rendered or furnished to the Premises, including water, sewer, gas, electricity, telephone, refuse and garbage collection or disposal, and related connection charges or deposits unless otherwise expressly agreed in writing by Landlord, excluding street sidewalk and street sweeping, for which Landlord shall be responsible.

ARTICLE 7

INDEMNITY AND INSURANCE

7.1 Indemnity by Tenant. Landlord shall not be liable for, and Tenant shall defend (unless Landlord waives its right to such defense, and in any event with counsel satisfactory to Landlord), indemnify and protect Landlord from any claim, demand, liability, judgment, award, ?ne, mechanics’ lien or other lien, loss, damage, expense, charge or cost of any kind or character (including actual attorney fees, actual expert fees and court costs) arising directly or indirectly from (a) any labor dispute involving Tenant or its contractors or agents, (b) the construction, repair, alteration, improvement, use, occupancy or enjoyment of the Premises by Tenant, its subtenants, agents, employees, contractors or invitees, or (c) a breach of Tenant’s obligations hereunder (hereinafter referred to as “Claims”); provided, however, Tenant shall have no obligation to defend, indemnify or protect Landlord from Claims to the extent caused by the grossly negligent, willful or criminal acts of Landlord and/or its agents. Tenant’s obligations under this Section 7.1 shall survive the expiration or earlier termination of this Lease.

7.2 Tenant’s Insurance Obligation. Tenant further covenants and agrees that, from and after delivery of the Premises to Tenant, Tenant will carry and maintain, at itssole cost and expense, the following types of insurance, in the amounts speci?ed and in the form hereina?er provided for:

7.2.1 . Commercial general liability insurance for personal injury and property damage with coverage limits of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence and, in the aggregate, insuring against any and all liability of the insured with respect to the Premises or arising out of the maintenance, use or occupancy thereof. All such insurance shall speci?cally insure the performance by Tenant of the indemnity agreement contained in Section 7.1.

7.2.2 Workers’ Compensation. The amount of workers’ compensation insurance requiredby the State of California for the bene?t of Tenant’s employees.

7.2.3 Plate Glass. Insurance covering full replacement cost of all plate glass on the Premises Tenant shall have the option either to insure commercially or to self-insure the risk.

7.2.4 Bui1der’s Risk Insurance. Contingent liability and broad form “builder's risk” insurance covering the Tenant Improvements during course of construction, with coverage in an amount equal to the replacement cost of the Tenant Improvements.

7.2.5 . Insurance covering Tenant’s (1) merchandise; (2) Fixtures; (3) the Tenant Improvements as speci?ed in Exhibit “B” and Improvements permitted under Article 8; and (4) Personal Property from time to time in, on or upon the Premises, in an amount not less than one hundred percent (100%) of their full replacement cost, providing protection against any peril included within the classi?cation “All Risks,” including, without limitation, coverage for sprinkler and ?ood damage and theft. Any policy proceeds shall be used for the repair or replacementof the property damaged or destroyed unless this Lease isterminated under the provisions of Article 12.
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7.3 Form of Policies. All policies ofinsurance required under Section 7.2 shall be issued by insurance companies quali?ed to do business in the state where the Building is located and holding a general policyholder's rating of not less than “A” and a ?nancial rating of not less than “Class VIII” as rated in the most current available “Best’s” Insurance Reports. All such policies shall contain cross-liability endorsements and shall name Landlord, Landlord’s mortgagees or bene?ciaries, Landlord’s property and asset management companies, and such additional individuals or entities as Landlord shall from time to time designate as “Additional Insureds.” Executed copies of such insurance policies or certi?cates thereof shall be delivered to Landlord within ten (10) days after the earlier of substantial completion of the Premises or Tenant’s entry onto the Premises with Landlord’s consent and, thereafter, executed copies of renewal policies or certi?cates thereof shall be delivered to Landlord within thirty (30) days prior to the expiration of the term of each such policy. As o?en as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All policies of insurance delivered to Landlord must contain a provision that the company writing said policy will give to Landlord twenty (20) days’ notice in advance of any cancellation, lapse, reduction in the amount of coverage or other adverse change respecting such insurance. All public liability, property damage and other casualty policiesshall be written as primary policies, not contributing with or secondary to coverage which Landlord may carry. If Tenant fails to procure any such policy of insurance, or to deliver any such policy or certi?cate, Landlord may, at its option, procure such policy for the account of Tenant, and the cost thereof, along with a Two Hundred Fifty Dollar ($250) administrative processing fee, shall be paid in ?lll to Landlord as Additional Rent within ten (10) days after delivery to Tenant of invoice therefor.

7.4 Landlord’s Insurance Obligation. Landlord is a public entity, and a member of good standing of the California Joint Powers Insurance Authority (CIPIA), which provides to Landlord and its other members a legally adequate self-insurance and pooled commercial insurance program providing protection for the following liabilities and/or risks: (a) public liability for bodily injury and property damage arising from Landlord’s ownership and/or operation of the Building with coverage limits at least equal to those Tenant is required to maintain in accordance with Subsection 7.2.1; and (b) any peril insurable under an All Risks policy covering the Building of which the Premises are a part, excluding earthquake and ?ood coverage, and exclusive of any item insured by Tenant pursuant to Subsection 7.2.5, in an amount which is equal to the Building’s full replacement cost.

7.5 Subrogation. Tenant, for itself and its insurers, and to the extent and on the condition that Landlord carries and maintains at all times the insurance required under Section 7.4, hereby waives any right of subrogation against Landlord and its insurers. Landlord, for itself and its insurers, hereby reserves any right of subrogation against Tenant and its insurers.

ARTICLE 8
TENANT’S RIGHT TO MAKE IMPROVEMENTS; MECHANICS’ LIENS

8.1 Improvements. At Tenant’s own expense, after giving Landlord written notice pursuant to the terms of this Lease of its intentions to do so, and without limiting Tenant’s right to remove and/or replace Personal Property in accordance with Section 1l.1, Tenant may, from time to time after completion of all work in accordance with Exhibit “B,” make such nonstructural alterations, replacements, additions, changes and/or improvements (collectively, “Improvements”) to the Tenant Improvements previously completed in accordance with Exhibit “B” or to prior Improvements as Tenant may ?nd necessary or convenient for its purposes, provided that the value of the Premises is not thereby diminished.

8.2 Construction Requirements. Except for cosmetic improvements performed directly by Tenant or its sublessees, the Tenant Improvements and any other Improvements to be made to the Premises shall be made under

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the supervision of a competent architect, licensed general contractor and/or licensed structural engineer and made in accordance with plans and speci?cations approved by Landlord and permitted by the City of Indio in its governmental capacity. Landlord’s approval of such plans and speci?cations shall create no liability or responsibility on the part of Landlord for their completeness, design suf?ciency or compliance with laws. The Tenant Improvements and any other Improvements to be made to the Premises shall be constructed strictly in accordance with the laws and ordinances relating thereto in a good and workmanlike manner and diligently prosecuted to completion. The Tenant Improvements and any other Improvements that are permanently af?xed to the Premises shall not be removed by Tenant but shall become a part of the Premises upon the expiration or earlier termination of this Lease.

8.3 Tenant’s Covenants. Except as otherwise provided in the Work Letter attached as Exhibit “B,” Tenant agrees that it shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in the prosecution of any work, done, or caused to be done, on the Premises, and Tenant will keep the Premises free and clear of all mechanics’ liens and other such liens on account of work done for Tenant or persons claiming under Tenant. If Tenant desires to contest any such claim of lien, it shall either (a) post a mechanics’ lien release bond issued by a responsible corporate surety in an amount suf?cient to satisfy statutory requirements therefor in the state where the Building is located; or (b) furnish Landlord with adequate security for the amount ofthe claim plus estimated costs and interest; and (c) promptly pay or cause to be paid all sums awarded to the claimant on its suit. Tenant shall forthwith notify Landlord in writing pursuant to the terms of this Lease of any claim of lien ?led against the Premises or the commencement of any action affecting the title thereto. Landlord or its representatives shall have the right to go upon and inspect the Premises at all reasonable times and shall have the right to post and keep posted thereon notices of non-responsibility or such other notices which Landlord may deem to be proper for the protection of Landlord’s interest in the Premises.

8.4 Landlord's Right to Cure. If Tenant shall be in default of any of its covenants in this Article, by failing to provide security for or satisfaction of any mechanic’s or other such lien, then Landlord may (but shall not be obligated to), in addition to any other rights or remedies it may have, discharge said lien by (a) paying the claimant an amount suf?cient to settle and discharge the claim; (b) posting a mechanics’ lien release bond; or (c) taking such action as Landlord shall deem appropriate, and, in any such event, Tenant shall pay as Additional Rent, on Landlord’s demand, all costs (including reasonable attorney fees) incurred by Landlord in settling and discharging said lien together with interest thereon in accordance with Section 21.7, from the date of Landlord’s payment of said costs.

Landlord’s payment of said costs shall not waive any default of Tenant under this Article.

ARTICLE 9
PERSONAL PROPERTY; FIXTURES

9.] Removal and Replacement. Subject to the provisions of Sections 3.4 and 9.2, all ofTenant’s trade ?xtures, furniture, furnishings, signs and other personal property not permanently af?xed to the Premises (collectively referred to herein as “Personal Property”) shall remain the property of Tenant. Tenant shall, at its expense, immediately repair any damage occasioned to the Premises by reason of the removal of any such Personal Property.

9.2 Fixtures. The Tenant Improvements and any other personal property installed in the Premises that becomes realty under applicable law are collectively referred to in this Lease as “Fixtures” and shall become the property of Landlord upon the expiration or earlier termination of this Lease.

9.3 Landlord’s Security Interest. Tenant hereby grants Landlord a ?rst-priority security interest in Tenant’s merchandise, Fixtures and Personal Property located on the Premises to secure Tenant’s performance of any and all of Tenant's obligations under this Lease. To perfect said security interest, Tenant agrees to execute and deliver to Landlord such ?nancing statements required by the applicable Uniform Commercial Code as Landlord may request.

Tenant shall not ?irther encumber Tenant’s merchandise, Fixtures or Personal Property located in the Premises.

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