Indio City Council
September 18, 2023

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 326 of 1306

9.4 Personal Property Taxes. Tenant shall pay before delinquency all taxes (including sales and use taxes), assessments, license fees and public charges levied, assessed or imposed upon its business operation as well as upon its merchandise, and Personal Property. In the event any such items of property are assessed with property of Landlord, then, and in such event, such assessment shall be equitably divided between Landlord and Tenant. Landlord shall determine the basis of dividing any such assessment and such determination shall be binding upon both Landlord and Tenant.

9.5 Possessory Interest Taxes. Tenant shall pay all possessory interest taxes (a form of property tax payable by tenant’s of exempt landlords, such as Landlord) assessed to Tenant, it being understood that Landlord is obligated under the California Revenue & Taxation Code to report possessory interests it creates.

ARTICLE 10

ASSIGNMENT AND SUBLETTING

10.1 Assignment and Subletting. Tenant may assign this Lease or sublet the whole or any portion of the Premises and may grant licenses and concessions, all subject to Landlord’s consent, which consent may not be unreasonably withheld as long as the any use or occupancy of the Premises is in accordance with Section 1.5.

Notwithstanding the foregoing, Landlord shall not be obligated to give such consent unless Tenant ?rst delivers to Landlord copies of any and all such assignments, subleases and licenses. A Change in Control of Tenant shall be deemed to constitute an assignment requiring Landlord’s consent. For purposes of the preceding sentence, a “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the bene?cial ownership of securities representing more than ??y percent (50%) of the combined voting power of Tenant is acquired by any person or entity, (ii) the merger or consolidation of Tenant with or into another entity where the bene?cial owners of Tenant, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, bene?cially own, directly or indirectly, securities representing in the aggregate ??y percent (50%) or more of the combined voting power of the securities of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Tenant immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of Tenant’s assets to an entity, other than a sale or disposition by Tenant of all or substantially all of the Tenant’s assets to an entity, at least ?fty percent (50%) of the combined voting power of the voting securities of which are owned directly or indirectly by bene?cial owners of Tenant, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of Tenant immediately prior to such sale or disposition. Any Change in Control, assignment, sublease or license of the Premises without the prior written consent of Landlord shall be void and shall constitute an Event of Default. No Change in Control, assignment, sublease or license shall release Tenant from its obligations and liabilities hereunder. If for any reason this Lease is terminated prior to the expiration of the Term, Landlord agrees the termination will not result in a termination of any sublet within the Premises authorized by Landlord and any such sublet will continue for the duration of its respective term and any extensions of that term as a direct lease between Landlord under this Lease and the subtenant under the sublet, with the same force and effect as if Landlord under this Lease had originally entered into the sublet as the Landlord under the sublet. Landlord will, on request, execute such agreements evidencing and agreeing to the foregoing as each subtenant reasonably requires.

ARTICLE 11
REPAIRS AND MAINTENANCE; RIGHT OF ENTRY

11.1 Tenant’s Obligations. Tenant agrees to repair, maintain in good and tenantable condition and replace, as necessary, the Tenant Improvements and all Fixtures and other equipment installed in the Premises, and maintain the Premises and every part thereof (except that portion of Premises to be maintained by Landlord under Section 11.2) in good and tenantable condition. All replacements made by Tenant in accordance with this Section

11.1 shall be oflike size, kind and quality to the items replaced as they existed when originally installed and shall be

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subject to Landlord’s written approval. Tenant shall keep sewers and drains open and clear and shall use the same only for designated purposes.

11.2 Landlord’s Obligations. Subject to Section 11.1, Landlord shall repair, maintain in good and tenantable condition and replace, as necessary, the roof, exterior walls and structural components of the Premises (including the structural ?oor) and all meters, pipes, conduits, equipment (excluding heating, ventilation and air conditioning equipment), components and facilities that supply the Premises with utilities (except as the appropriate utility company has assumed these duties); provided however that Landlord shall not be required to make repairs necessitated by reason of any acts or omissions of Tenant, including negligence or willful misconduct of Tenant or anyone claiming under Tenant, by reason of the failure of Tenant to perform or observe any conditions or agreements of this Lease, or by reason of Improvements made by Tenant or anyone claiming under Tenant. Landlord shall also be responsible for the removal and/or abatement of any Hazardous Materials within the Building that existed prior to Landlord’s delivery of possession of the Premises to Tenant. If any such costs exceeds the fair market value of the Premises, Landlord may elect to terminate this Lease by giving notice thereof to Tenant within ??een (15) days following Landlord’s determination that such cost will exceed the fair market value of the Premises; provided, however, Tenant may rescind Landlord’s election to so terminate this Lease by paying to Landlord the difference between such cost and the fair market value of the Premises within thirty (30) days from the date Landlord gives such termination notice to Tenant, in which event this Lease shall not terminate and Landlord shall diligently prosecute the required work to completion.

11.3 Right of Entry. Tenant shall permit Landlord and Landlord’s agents to enter the Premises at all reasonable times for any of the following purposes: (a) To inspect the Premises; (b) To maintain the Building; (c) To make repairs to the Premises as Landlord is obligated to or may elect to make; (d) To make repairs, alterations or additions to any other portion of the Building; (e) To post notices of non-responsibility for alterations, additions or repairs undertaken by Tenant; (f) To install a leasing sign in the Premises front window during the ?nal sixty (60) days of the Term; (g) To show the Premises to prospective purchasers or lenders and, during the ?nal one hundred eighty (180) days of the Term, to prospective tenants; and (h) To install, use and maintain pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises, whether located within or without the Premises.

Landlord may exercise this right of entry without any abatement of Rent to Tenant for any loss of occupancy or quiet enjoyment of the Premises, unless Landlord is negligent or acts with willful disregard of Tenant’s business interests when making this entry.

11.4 Trash Removal; Recycling. Tenant will deposit trash and recyclables only within receptaclesto be regularly emptied at Tenant’s cost and expense.

11.5 Pest Control. Tenant, at Tenant’s expense, will cause the Premises to be treated for termites, rodents, and other pests and vermin as often as Landlord considers reasonably necessary.

11.6 [INTENTIONALLY DELETED]
ARTICLE 12

RECONSTRUCTION AND CONDEMNATION

12.] Insured Casualty. In the event the Premises are damaged by ?re or other perils covered by Tenant’s or Landlord’s insurance, Tenant or Landlord, as applicable,shall:

12.1.1 . Within a period of ninety (90) days thereafter, Landlord shall commence repair, reconstruction and restoration (collectively referred to as “Reconstruction” in this Article) of that portion of the Premises described as Tenant Improvements in Exhibit “B” and prosecute the same diligently to completion. If the cost of Reconstruction exceeds the amount of insurance proceeds actually received by and available to Landlord for Reconstruction, Landlord may elect to terminate this Lease by giving notice thereof to Tenant within

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?fteen (15) days following Landlord’s determination that the cost of Reconstruction will exceed the insurance proceeds; provided, however, Tenant may rescind Landlord’s election to so terminate this Lease by paying to Landlord the difference between the cost of Reconstruction and the insurance proceeds within thirty (30) days from the date Landlord gives such termination notice to Tenant, in which event this Lease shall not terminate and Landlord shall diligently prosecute the Reconstruction to completion.

12.1.2 [INTENTIONALLY DELETED]

12.2 Uninsured Casualty. In the event the Premises are damaged by any act of war, nuclear reaction, nuclear radiation or radioactive contamination, or any other casualty not covered by Tenant’s or Landlord’s insurance to any extent whatsoever, Landlord shall have the election, and shall within ninety (90) days following the date of such damage give Tenant written notice of Landlord’s election, either (i) to commence Reconstruction of that portion of the Premises described as Tenant Improvements in Exhibit “B” and prosecute the same diligently to completion, in which event this Lease shall continue in full force and effect; or (ii) not to perform such Reconstruction of such portion of the Premises, in which event this Lease shall cease and terminate not later than sixty (60) days after Landlord’s notice of its election to terminate.

12.3 Construction Provisions. In the event of any Reconstruction of the Premises under this Article, said Reconstruction shall substantially conform to the provisions of Exhibit “B” and shall cover all of the work set forth therein under Tenant Improvements. Landlord shall reconstruct the Premises only to the extent of the work described as Tenant Improvements in Exhibit “B.” Tenant, at its sole cost and expense, shall replace its merchandise, Fixtures and Personal Property.

12.4 Release of Liability. Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other party coincident with the surrender of possession of the Premises to Landlord, except for its obligations which have theretofore accrued and are then unpaid.

12.5 Abatement of Rent. In the event of Reconstruction as herein provided, then the Minimum Rent shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired, commencing upon the date of the casualty and continuing until the date Tenant recommences normal business in the portion of the Premises affected by the Reconstruction. Tenant shall continue the operation of its business on the Premises during any such period to the extent reasonably practicable from the standpoint of prudent business management, and the obligation of Tenant to pay Percentage Rental, if applicable, and Additional Rent shall remain in full force and effect.

Tenant shall not be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises, the Building of which the Premises are a part, Tenant’s Personal Property, or any inconvenience or annoyance occasioned by such damage, Reconstruction or replacement.

12.6 [INTENTIONALLY DELETED]

12.7 Condemnation.

12.7.1 . If any portion of the Premises or the Building shall be permanently taken under any right of eminent domain, or any transfer in lieu thereof, and such taking renders the Premises unsuitable, in the reasonable judgment of Landlord, for Tenant’s business operations, then Tenant may terminate this Lease by giving written notice to Landlord within twenty (20) days after such taking. In addition, if at least twenty percent (20%) of the Building or the real property upon which the Building is situated shall be permanently taken under any right of eminent domain, or any transfer in lieu thereof, then Landlord may terminate this Lease by giving written notice to Tenant within twenty (20) days after such taking. In the event of such termination, Tenant shall thereupon be released from any liability thereafter accruing hereunder. If this Lease is not so terminated, Landlord shall repair and restore the Premises and/or the Building, as the case may be, as practicable (but shall not be required to expend more than the amount of the award received by Landlord for such purpose), and this Lease shall continue, of2l
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Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 329 of 1306 but commencing with the date on which Tenant is deprived of the use of any portion of the Premises or of any rights under this Lease, the Minimum Rent shall be proportionately abated or reduced, based on the extent to which Tenant’s use of the Premises is impaired, as reasonably determined by Landlord.

12.7.2 Award. Any and all awards payable by the condemning authority or other governmental agency in connection with a taking under the right of eminent domain shall be the sole property of Landlord; provided, however, that nothing contained herein shall prevent Landlord and Tenant from prosecuting separate claims in any condemnation proceeding for the values of their respective interests. Landlord and Tenant each hereby waive the provisions of any law, allowing either party to petition a court to terminate this Lease, or otherwise to terminate this Lease, in the event of a condemnation of the Premises.

12.8 No Relocation Assistance. Tenant acknowledges that Tenant may be displacedfrom the Premises, but Tenant hereby agrees that Landlord shall have no obligation to Tenant under the California Relocation Assistance and Real Premises Acquisition statutes and guidelines. Tenant, after diligent review and consideration of possible impacts, hereby waives and forever releases Landlord, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Landlord’s behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities,or claims for further compensation, known or unknown, based upon or relating to the California Relocation Assistance and Real Premises Acquisition statutes and guidelines and Landlord’s subsequent use and development of the Premises, or Tenant’s displacement therefrom. By such release, Tenant expressly waives its rights, if any, under California Civil Code Section 1542 which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT T0 EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
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ARTICLE 13
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ARTICLE 14
DEFAULTS BY TENANT; REMEDIES

14.] Events of Default. The occurrence of any of the following shall constitute a default (“Event of Default”) by Tenant and a breach of this Lease, and the notices provided in this Section 14.1 shall be in lieu of, and not in addition to, any notice required by California law as a condition precedent to the commencement of legal action against Tenant for possession of the Premises: '

14.1.1 Failure to Pay Rent. Failure to pay any amount of Minimum Rent, Percentage Rent, Additional Rent, or any other charge under this Lease when due in accordance with the provisions of this Lease, and the continuance of such failure for a period of ten (10) days a?er written notice from Landlord to Tenant specifying the nature of such failure.

14.1.2 Other Curable Defaults. Failure to perform fully and promptly any covenant or condition of this Lease, other than those speci?ed in Subsection 14.1.1, above, and the continuance of such failure for a reasonable period not to exceed thirty (30) days; provided, however, that if such failure not involving a hazardous condition cannot reasonably be cured within such period, Tenant shall not be deemed to be in default hereunder if Tenant promptly commences such cure within such period and thereafter diligently pursues such cure to completion within a reasonable time.

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14.1.3 Non-Curable Defaults. Maintaining, committing or permitting on the Premises waste, a nuisance, or use of the Premises for any unlawful purpose; entering into an occupancy transaction contrary to the provisions of Article 10;Tenant or any guarantor of this Lease becomes a debtor in any case ?led under the Bankruptcy Code or similar law providing relief to bankrupt or insolvent debtors; and committing any other breach of the Lease which is not capable of cure.

14.2 Landlord's Rights and Remedies. If an Event of Default occurs, Landlord will have the right to terminate Tenant’s right to possession by any lawful means, in which case this Lease will terminate. In the event of such termination, Tenant’s obligation to pay Rent that would become due after the date of termination will cease. The parties further acknowledge that Landlord has no right under the Lease to accelerate Rent (i.e., declare future Rent to be immediately due and payable or recover the present value of future Rent). If Landlord does not elect to terminate the Lease, the Lease will remain in effect whether or not Tenant has abandoned the Premises, and Landlord will have the right to collect Minimum Rent and Additional Rent as it falls due. Whatever remedy Landlord elects, Landlord will be obligated to take all reasonable steps to mitigate its damages. The remedies expressly set forth in this Lease are exclusive, and Landlord waives all other remedies Landlord may have at law or in equity.

14.3 Tenant’s Right of Redemption. If within thirty (30) days after the termination ofthis Lease under Section 14.2 Tenant cures the default, then Landlord will accept such cure as if it occurred within the applicable cure period and the Lease will continue in ?lll force and effect, notwithstanding any other provision to the contrary.

14.4 [INTENTIONALLY DELETED]

14.5 Cu re of Tenant’s Default. Should Tenant fail to pay and discharge when due and payable any lien or claim for labor or materials, or any claim for damages arising out of the repair, alteration, maintenance and use of the Premises to be paid by Tenant under this Lease, or should Tenant fail to provide or evidence the provision of any insurance policy as required by this Lease, or should Tenant fail to fully pay or perform any sum to be paid or any covenant or agreement to be performed by Tenant, as provided for in this Lease, after ten (10) days’ written notice from Landlord (except as provided to the contrary in Section 14.1, above, or unless Landlord is required to cure Tenant’s failure in performance to correct an unsafe condition or to obtain insurance to have been provided or evidenced by Tenant, in which event said prior written notice shall not be required), then Landlord may, at its option and without waiving or releasing Tenant from any of Tenant’s obligations hereunder, pay any such lien, claim, or charge, or settle or discharge any action therefor or satisfy anyjudgment thereon, or obtain any such insurance, or pay any such sum or perform any such covenant or agreement. All costs, expenses and other sums incurred or paid by Landlord in connection therewith, together with interest at the maximum rate permitted by law per annum on such costs, expenses, and sums from the date incurred or paid by Landlord,shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord upon demand, and any default therein shall constitute a breach of the covenants and conditions ofthis Lease.

14.6 [INTENTIONALLY DELETED]

14.7 No Waiver. The waiver by Landlord of any breach or partial performance of any term, covenant or condition contained in this Lease shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach thereof, or of any other term, covenant or condition contained in this Lease.

14.8 Right to Cure. If Tenant fails to perform any of Tenant’s af?rmative duties or obligations under this Lease within thirty (30) days after written notice from Landlord, Landlord may (but will have no obligation to) perform the duty or obligation on Tenant’s behalf; provided that in the event of an emergency, Landlord will only be obligated to provide such notice, if any, as is reasonable under the circumstances (which may be telephonic or given a?er Landlord has taken action under this Section 14.8. Tenant will pay to Landlord within thirty (30) days after receipt of Landlord’s invoice, as Additional Rent, the actual, out-of—pocketcosts and expenses of performance.

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ARTICLE 15
DEFAULTS BY LANDLORD; REMEDIES

15.] Events of Default. Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after notice by Tenant to Landlord specifying the nature of Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and therea?er diligently prosecutes the same to completion.

15.2 Tenant’s Rights and Remedies. If Landlord commits a default and fails to cure it as described in Section l5.l, Tenant will have all rights and remedies available at law and in equity including the right to (a) cure any such default, in which event Landlord will reimburse Tenant for the reasonable cost incurred,’including attorney fees, within ?fteen (15) days following receipt from Tenant of invoices or other reasonable evidence of the amount of the costs; (b) pursue the remedy of speci?c performance or injunction; (c) seek money damages; or (d) terminate the Lease by giving notice to Landlord, in which event Landlord and Tenant will be relieved ofobligations accruing under the Lease from and after the termination. If Landlord fails to pay Tenant any amount due Tenant within ?fteen (15) days following receipt of Tenant’s invoice or other evidence, Tenant may, despite any other provisions in this Lease, deduct and offset such amount from any monetary obligation of Tenant owing Landlord under this Lease. Tenant’s rights and remedies will be cumulative and not exclusive. The performance of each obligation of Landlord in this Lease is a condition precedent to the right of Landlord to collect Minimum Rent, Percentage Rent or Additional Rent under this Lease or to enforce this Lease against Tenant. Notwithstanding the foregoing, Landlord’s liability under this Section 15.2 shall not exceed Three Hundred Thousand Dollars ($300,000.00).

ARTICLE 16
SUBORDINATION; ATTORNMENT; ESTOPPEL

16.1 Subordination and Attornment. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, or upon the Building and to any renewals, re?nancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises or Building, and Tenant agrees to execute and deliver to Landlord without cost, within ten (10) days following Landlord’s written request, any instrument that may be deemed necessary to further effect the subordination. In the event that Tenant should fail to execute any instrument of subordination herein required to be executed by Tenant promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant’s name, place and stead, it being agreed that such power is one coupled with an interest. Tenant covenants and agrees to attorn to the transferee of Landlord’s interest in the Building by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any encumbrance or underlying lease of the Building, or operation of law (without any deductions or setoffs), if requested to do so by the transferee, and to recognize the transferee as the lessor under this Lease.

16.2 Estoppel Certi?cate. Tenant shall at any time and not later than ?ve (5) days following Landlord’s written request, execute, acknowledge and deliver to Landlord, without charge, a written statement, in form provided by Landlord, certifying that this Lease is unmodi?ed and in full force and effect (or if there have been modi?cations, that the same is in full force and effect as so modi?ed), stating the dates to which Minimum Annual Rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges

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Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 332 of 1306 a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Tenant’s failure to provide this statement within this time period shall be deemed Tenant’s admission that the facts as set forth in Landlord’s form are true and complete, and any purchaser, mortgagee, bene?ciary, or trustee under a deed of trust, or ground lessor, may rely on it, and with respect to any reliance, Tenant shall be bound by Landlord’s form; however, Tenant’s failure to provide this statement within the time period speci?ed shall, without further notice by Landlord, constitute a default under this Lease.

ARTICLE 17

SECURITY DEPOSIT

17.1 Security Deposit. On or before the commencement of the Tenant Improvements, Tenant shall deposit with Landlord the Security Deposit as de?ned in Section 1.11, above. The Security Deposit shall be held by Landlord without liability for interest as security for the faithful performance by Tenant of all of its obligations under this Lease. If any of the Rental herein reserved or any other sum payable by Tenant to Landlord shall be overdue or paid by Landlord on behalf of Tenant, or if Tenant shall fail to perform any of its other obligations under this Lease, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply said entire Security Deposit, or so much thereof as may be necessary, to compensate Landlord for Minimum Rent, Additional Rent, and any loss or damage sustained by Landlord as a result thereof, and Tenant shall forthwith upon demand restore said Security Deposit to the original sum deposited. Should Tenant comply with all of said obligations and promptly pay all the Rentals when due and all other sums payable by Tenant to Landlord, said Security Deposit shall be refunded in ?ill to Tenant a?er Tenant has surrendered possession of the Premises to Landlord at the expiration or earlier termination of the Lease Term. lf Landlord claims deductions against the Security Deposit, Landlord shall return any remaining portion to Tenant. Landlord may deliver the funds deposited hereunder by Tenant to the purchaser or assignee of Landlord's interest in the Premises in the event that such interest is transferred and thereupon Landlord shall be discharged from any further liability with respect to such Security Deposit.

ARTICLE 18
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ARTICLE 19

ALTERNATIVE DISPUTE RESOLUTION

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19.1 Alternative Dispute Resolution. If a dispute arises out of or relates to this Lease, or the breac thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle h the dispute by mediation administered by IVAMS ] at its Inland Empire hearing location befor resorting to arbitration, litigation, or some other dispute resolution procedure. Therea?er, any dispute, claime or controversy arising out of or relating to this Lease or the breach,termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by binding arbitration administered by IVAMS at its Inland Empire hearing location, andjudgment on the award rendere by the arbitrator may be entered in any court havingjurisdiction thereof. The arbitrator shall have the right tod impos any and all remedies available at law or in equity including, but not limited to, temporary, preliminary and permanent e injunctive relief and speci?c performance. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If all Parties to the dispute agree, a mediator involved in the Parties’ mediation of the dispute may be asked to serve as the arbitrator. Within ?fteen (15) days after the commencement of arbitration, if the Parties are otherwise unable to agree to the selection of a person to act as an arbitrator from the panel of neutrals, then the Parties shall select one person per side from said panel of neutrals, who will then select a third person to act as arbitrator. If the arbitrator so selected is unable or fails to so serve, then an arbitrator shall be selected by IVAMS. Consistent with the expedited nature of arbitration, each Party will, upon the |www.ivams.com

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written request of the other Party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing Party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within ninety (90) days following the appointment of the arbitrator. At the request of a Party, the arbitrator shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. The Parties shall be limited to a maximum of two (2) depositions per side, and shall be held within thirty (30) days ofthe making of a request. Additional depositions may be scheduled only with the permission of the arbitrator for good cause shown. Each deposition shall be limited to one (1) one day’s duration. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or con?dential information. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages.

The Parties shall bear an equal share of all mediation and arbitration fees and costs. Statutory costs pursuant to Code §l033.5 are recoverable by the prevailing Party, except that if any Party initiates legal action or arbitration without ?rst attempting to resolve the matter through mediation as provided herein, or any Party otherwise refuses to submit to mediation a?er request has been made prior to the initiation of legal action or arbitration, then that Party shall not be entitled to recover attorney fees or costs even if deemed the prevailing party in such action or arbitration. The prevailing Party shall submit the statutory costs to the arbitrator within ten (10) days after receiving the arbitration award. Objections to the cost bill shall be made within ten (10) days after receipt of the cost bill by the non-prevailing Party. The arbitration award is not ?nal until the arbitrator makes a ?nal ruling on the cost bill, which shall be made no longer than thirty (30) days from the original date of the arbitration award, unless the Parties agree otherwise. If the arbitrator fails to award costs pursuant to this provision, the prevailing Patty can seek recovery in the superior court at the time the prevailing Party seeks to compel the award. The arbitration award shall be in writing, shall be signed by the arbitrator, and shall include a statement setting forth the reasons for the disposition of each claim. The Parties understand that, by submitting their disputes to arbitration, they are waiving their right to a trial by judge or jury with regard to the matters set forth herein. The Parties further understand that, other than to the extent permissible under California law, there is no right to an appeal or a review of an arbitrator’s award as there would be a right of appeal or review ofajudge orjury’s decision.

BY SIGNING THIS LEASE, EACH OF THE PARTIES ARE AGREEING TO HAVE ANY DISPUTE

ARISING OUT OF THE MATTERS INCLUDED IN THE ABOVE ARBITRATION PROVISION DECIDED

BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW, AND EACH OF THE PARTIES

ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY SIGNING THIS AGREEMENT, EACH OF THE PARTIES ARE GIVING

UP THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ABOVE ARBITRATION PROVISION. IF YOU REFUSE TO

SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.

YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. BY SIGNING THIS

AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND

UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ABOVE ARBITRATION PROVISION TO NEUTRAL ARBITRATION.

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Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 334 of 1306 ARTICLE 20

MISCELLANEOUS

20.1 Entire Agreement, Modi?cations and Waiver. This Lease constitutes the entire agreement between the Parties with respect to such terms as are included herein and the Patties acknowledge that they have not executed this instrument in reliance on any promise or representation or warranty not contained herein. This Lease supersedes and replaces all prior negotiations and/or proposed agreements. This Lease may not be contradicted by evidence of any prior or contemporaneous oral or written agreement. No alteration, supplement, modi?cation or amendment of this Lease shall be binding unless executed in writing by all of the Parties hereto. No waiver of any of the provisions ofthis Lease shall be deemed or shall constitute a waiver ofany other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

20.2 Applicable Law, Jurisdiction and Venue. This Lease shall be deemed to have been entered into and shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of California. Notwithstanding any agreement to arbitrate provided herein, the Riverside County Superior Court, Palm Springs Branch, shall have jurisdiction over the Parties as to the matters presented herein.

20.3 Construction. The language of this Lease shall be construed as a whole according to its fair and logical meaning and not strictly for or against any of the Parties, including the Party primarily responsible for drafting and preparation of this Lease, under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting hereof. It is also agreed and represented by the Parties that this Lease was the result of extended negotiations between the Parties, and that each of the Parties were of equal or relatively equal bargaining power. In no way whatsoever shall it be deemed that this Lease is a contract of adhesion, is unreasonable or unconscionable, or that any Party entered into this Lease under duress, including any economic duress. This Lease imposes numerous ?nancial and other obligations on Landlord and Tenant, and each of them was urged, and had ample time, to consult an attorney before entering this Lease.

20.4 Section Headings, Gender and Syntax. The section and paragraph headings contained in this Lease are for reference purposes only and shall not affect in any way the construction or interpretation of this Lease.

Whenever in this Lease the context so requires, the masculine or feminine or neuter gender and the singular and plural number shall be deemed to refer and include the other.

20.5 Additional Documents. To the extent that it is necessary or appropriateto prepare and execute any additional documents in order to effectuate this Lease, the Parties agree to do so in a timely manner.

20.6 Binding on Successors. This Lease shall be binding on and inure to the bene?t of the Parties hereto and their respective heirs, legal representatives, successors, assigns, executors and administrators.

20.7 No Third-Party Rights. Except as otherwise expressly set forth herein, nothing contained in this Lease is intended to confer any right or bene?t upon any person or entity other than the Parties hereto and their SLICCCSSOFS.

20.8 Severability. If any provision of this Lease is held invalid or unenforceable, in whole or in part, by any court of ?nal jurisdiction, it is the intent of the Parties that all other provisions of this Lease be construed to remain fully valid, enforceable and binding on the parties in all respects as if such invalid or unenforceable provision were omitted. Any court of ?nal jurisdiction will have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision that most accurately represents the intention of the Parties.

COMMERCIAL LEASE
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Landlord’s Initials Tenant’s In t als

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 335 of 1306

20.9 Attorney Fees. Whether or not legal action or arbitration is commenced, dismissed or pursued to award or judgment for the enforcement of this Lease, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Lease, the successful or prevailing party or parties shall be entitled to recover reasonable attorney fees and other costs and expenses incurred, in addition to any other relief to which it or they may be entitled, except as otherwise provided in Section l9.l. In addition to the aforementioned fees, costs and expenses, the prevailing party in any legal action, arbitration or other proceeding on this Lease shall be entitled to its attorney fees, and all other fees, costs and expenses incurred in any post-judgment proceedings to collect or enforce any judgment. This provision for the recovery of post-judgment fees, costs and expenses is separate and several and shall survive the merger of this Agreement into anyjudgment on this Agreement.

Notwithstanding the provisions ofCivil Code §l7l 7, the term “prevailing party” as used herein shall include, without limitation,the party as to whom a lawsuit is dismissed, either with or without prejudice, unless the dismissal is obtained pursuant to settlement of the case.

20.10 Counterparts, Fax and Electronic Transmission. This Lease may be executed in counterpart and exchanged by facsimile, email or other electronic means, and all original, facsimile or electronic counterparts, when taken together, shall be valid as one instrument as though signed in original on a single page.

20.11 Authorization. Any Party signing this Lease on behalf of an entity or another person hereby represents and warrants that such Party has authority to sign on behalf of the indicated person or entity. Each of the Parties represents and warrants that it has full and complete authority to enter into and execute this Lease.

20.12 Force Majeure. The occurrence of any of the following events shall excuse such obligations of Landlord or Tenant as are thereby rendered impossible or reasonably impracticable for so long as such event continues:
lockouts; labor disputes; acts of God; inability to obtain labor, materials or reasonable substitutes therefor; governmental restrictions, regulations or controls; judicial orders; enemy or hostile governmental action; civil commotion; ?re or other casualty; and other causes beyond the reasonable control of the Party obligated to perform.

20.13 Time of Essence. Time is hereby made of the essence of each of the promises, covenants, agreements and conditions herein contained to be kept, observed and performed by the Parties.

20.14 [INTENTIONALLY DELETED]

20.15 Recordation. Tenant shall have the right to record a Memorandum of this Lease in the form attached hereto as Exhibit “C.”

20.16 Mortgage by Landlord. Landlord may, at any time, without the consent of Tenant, contract to and/or perform any encumbrance, pledge, mortgage, deed of trust, or hypothecation respect to an interest in Landlord, the Lease, the Premises, the realty underlying the Premises, and/or any portion of or interest in the realty or improvements in the Building owned or hereafter acquired by Landlord.

20.17 Notices. All notices, approvals, requests, demands and other communications permitted or required to be given under this Lease shall be in writing and shall be and deemed duly served or given when actually delivered, either by personal service or delivery by overnight courier service which confirms delivery in writing, or upon inability to deliver or refusal of acceptance shown on the return receipt or the courier services con?rmation. Communications for the purposes of notification or access may be delivered via e-mail. Such notices shall be addressed to the addresses of the parties set forth in Section l.l0. Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this Section 20.17 by written notice thereof to the other Party. Rejection or other re?isal to accept or the inability to deliver notice because of an invalid address or changed address of which no notice was given shall be deemed to constitute receipt of the notice.

COMMERCIAL LEASE

Landlord’s Tenant’s Initials

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 336 of 1306

20.18 Exhibits and Riders. All Exhibits, Schedules and Riders referenced in this Lease and attached hereto are hereby incorporated into this Lease by this reference.

20.19 [INTENTIONALLY DELETED]

20.20 Landlord’s Lien. Landlord shall have at all times a valid lien for all Rentals and other sums of money becoming due hereunder from Tenant, upon all goods, wares, equipment, ?xtures, furniture and other personal property of Tenant situated on the Premises, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall ?rst have been paid and discharged. Notwithstanding the previous sentence, while Tenant is not in default in the payment of Rent or other charges under this Lease, it may sell in the ordinary course of business, trade or replace any of said items free of this security interest, and the security interest shall, then, apply to the newly acquired items. This security interest shall be subordinate to the lien of any security interest hereinafter given to any lending institution as security for a bona ?de business loan to Tenant that is used primarily in the operation of Tenant's business in the Premises, provided that such ?nancing arrangement shall include the right of the Landlord (which right Tenant hereby grants to Landlord), at Landlord’s option, to cure any default of Tenant thereunder and assume the position of Tenant therein. lfLandlord at any time, by reason ofsuch default, is compelled to pay or elects to pay a sum of money, or to do any act that will incur the obligation to pay a sum of money, or is compelled to incur any cost, including, without limitation, reasonable attorneys‘ fees in instituting, prosecuting, or defending any action of proceeding to enforce Landlord's rights as a secured party, the money paid by Landlord, together with interest, shall be repaid to Landlord by Tenant immediately upon demand. Tenant will execute upon Landlord's request a financing statement and security agreement evidencing Landlord's security interest in Tenant's personal property in form properly completed for ?ling and recording. Tenant warrants to Landlord that there are no prior liens or security interests on said personal properties. Upon the default in the performance of any of the obligations of Tenant under this Lease, Landlord shall immediately have the remedies of a secured party under the California Uniform Commercial Code, in addition to any remedy which Landlord may have under the terms and provisions of this Lease independently of said security interest.

20.21 Assignee Notice. If any part of the Premises is at any time subject to a mortgage or a deed of trust, and this Lease or the Rent due from Tenant hereunder are assigned to a mortgagee(s), trustee(s) or bene?ciary(ies) (“Assignee” for the purposes of this Section 20.21 only) and Tenant is given written notice of the assignment including the post of?ce address of the Assignee, then Tenant shall also give written notice of any default by Landlord to Assignee, specifying the default in reasonable detail and affording Assignee a reasonable opportunity to make performance for and on behalf of Landlord. If and when Assignee has made performance on behalf of Landlord, the default shall be deemed cured.

20.22 Certi?ed Access Specialist (CASp) Disclosure. The Premises have not undergone inspection by a Certi?ed Access Specialist (CASp), as de?ned in Civil Code §l938. A CASp can inspect the Premises and determine whether the 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 Premises, Landlord may not prohibit Tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of Tenant, if requested by Tenant. Landlord and Tenant will mutually agree upon 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. [SIGNATURES ON NEXT PAGE]

COMMERCIAL LEASE

Landlord’s Tenant’s Initials

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 337 of 1306 LL,
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IN WITNESS WHEREOF, the Parties hereto have executed this Lease as of the Effective Date hereof.

LANDLORD: CITY OF INDIO
Dated 2021 By:

City
TENANT:

Dated: 2021 By:

Roman M Member of
Romanhead LLC, its Member/Manager
2021 By
J A. Paige, Manager of Little Desert
its Member/Manager

COMMERCIAL LEASE

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Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 338 of 1306 EXHIBIT “A”

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Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 340 of 1306 EXHIBIT “A”

LEGAL DESCRIPTION
APN: 611-173-001
THE WESTERLY 100 FEET OF LOTS 1, 2 AND 3 IN BLOCK "G" OF INDIO, IN THE CITY OF INDIO, COUNTY OF RIVERSIDE, ST ATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10, PAGE 461 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, CALIFORNIA.

APN: 6] 1-173-002
THE EAST 60 FEET OF LOTS 1, 2 AND 3 IN BLOCK G OF INDIO, AS SHOWN BY MAP ON FILE IN BOOK IO, PAGE 461, OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.

EXCEPT THEREFROM THE EAST 10 FEET OF SAID LOTS, AND THE SOUTH 10 FEET OF THE PORTION

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 341 of 1306 EXHIBIT “B”

WORK LETTER
This Work Letter (“Work Letter”) is made and entered into by and between City of lndio, in its proprietary non-governmental capacity (“Landlord”), and Miles DTI LLC, a California limited liability company (“Tenant”), and is dated as of the Effective Date of the Commercial Lease (“Lease”) by and between Landlord and Tenant to which this Work Letter is attached. The agreements set forth in this Work Letter shall have the same force and effect as if set forth in the Lease. Capitalized terms used, but not otherwise de?ned in this Work Letter, have the meanings ascribed to those terms in the Lease. The following provisions are added to the Lease, and, in the event of con?ict between this Work Letter and the Lease, this Work Letter shall control. Landlord reserves all of its governmental rights and powers with respect to the matters described in the Lease and/or this Work Letter.

1. Tenant Improvements; Design and Construction.

1.1 Tenant will be responsible for all improvements to the Premises necessary for Tenant to utilize the Premises for the use set forth in Section 1.5 ofthe Lease, including the design, fabrication, and installation of Tenant’s signage (“Tenant’s Work”). The Parties shall comply with the Final Plans (as hereinafter de?ned) in performing the works of improvement provided herein, except that Tenant is not required to comply with the requirements of this Work Letter if the Tenant Improvements do not require the preparation of plans or issuance of a building permit (e.g., painting, ?ooring, or minor cosmetic work). All works of improvement described herein shall constitute the “Tenant Improvements” hereunder. Tenant will construct the Tenant Improvements using contractors duly licensed by the California Contractors State License Board, except cosmetic improvements performed directly by Tenant or its sublessees. Tenant shall complete the Tenant Improvements no later than the Rent Commencement Date.

1.2 Tenant intends to divide the Building into 3 distinct units with 3 separate entrances at the north side of the Building depicted as Units 1, 2 and 3 in the Floor Plan attached as Exhibit “l” to this Work Letter.

Tenant shall make those improvements to the Premises set forth herein, which improvements shall include the following minimum capital improvements as to at least Phase 1: Phase 1-necessary roof repairs; installation of new air conditioning units and necessary I-IVAC upgrades and distribution (stubbed to each Unit); necessary electrical upgrades and wiring (stubbed to each Unit); necessary gas line upgrades and distribution (stubbed to each Unit); necessary plumbing upgrades and distribution (stubbed to each Unit); grease trap installation (stubbed to each Unit); installation of ?re sprinkler and ?re suppression systems (stubbed to each Unit); necessary upgrades to windows and doors at north side of the Building; enclosure of the adjacent outdoor area of Premises and related improvements to permit the service of alcohol in said outdoor area; fabrication of bathrooms servicing the entire Building for use by all Units; distribution of HVAC, electrical, plumbing, gas lines, and ?re sprinkler/?re suppression systems for Units 2 and 3; fabrication of full service kitchen, including vent hooding, and installation of walk-in cooler for use by Units 2 and 3; fabrication of bar in Units 2 and 3; installation of lighting in Units 2 and 3; and all other improvements and installations for the operation of a full-service bar and grill in Unit 3 and sushi bar (or other restaurant use) in Unit 2.

Phase 2—distribution of HVAC, electrical, plumbing, gas lines, and ?re sprinkler/?re suppression systems for Unit 1; installation of lighting in Unit 1; and all other improvements and installations for the operation of a full service restaurant or complimentary use in Unit 1. All capitalimprovements and ?xtures shall remain af?xed to the Premises upon expiration of the Term or earlier termination of the Lease. Tenant shall post a “Notice of Non-Responsibility” on behalf ofLandlord in plain site on the front door(s) ofthe Building and will indemnify Landlord from any and all issues arising from the performance of the Tenant Improvements.

2. Plans.

2.1 Landlord and Tenant have approved the Site Plan attached as Exhibit “A” to the Lease as well as the Floor Plan for the build-out of the Tenant Improvements attached as Exhibit “1” to this Work Letter.

Tenant will provide Landlord with more detailed plans and speci?cations for the Tenant Improvements (“Preliminary Plans”) for Landlord’s approval within ninety (90) days of the Effective Date of the Lease. Upon approval of the

WORK LETTER

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 342 of 1306 Preliminary Plans by Landlord, which shall not be unreasonably withheld or delayed, such plans shall thereafter constitute the “Approved Plans.”

2.2 Landlord and Tenant acknowledge that the Approved Plans may not depict certain structural elements of the Building and/or Various elements of the Building systems that may result in material modi?cations to the ?nal plans and speci?cations for the Tenant Improvements. Furthermore, the Approved Plans may require modi?cation to account for the requirements of building codes and other legal requirements of applicable governmental entities, including, but not limited to, Title 24 and the Americans with Disabilities Act (collectively the “Building Codes”). Within thirty (30) days of Landlord’s approval of the Approved Plans, Tenant will cause to be prepared ?nal plans and speci?cations in substantial conformity with the Approved Plans taking into account (i) Structural Modi?cations, (ii) the requirements of the Building Codes, (iii) other modi?cations resulting from physical constraints of the Premises, and (iv) modi?cations requested by Tenant and consented to by Landlord, which consent will not be unreasonably withheld or delayed (the “Final Plans”). Tenant agrees that, in addition to other factors and considerations Landlord may take into account, it will not be unreasonable for Landlord to withhold its consent to any requested modi?cations to the Final Plans (i) if such requested modi?cations would not comply with the Building Codes, (ii) if such requested modi?cations would delay the completion of the Tenant Improvements beyond the Scheduled Completion Date (as hereinafter de?ned), (iii) if such requested modi?cations would not increase the value of the Tenant Improvements, or (iv) if such requested modi?cations would increase the burden on the Building systems, either during construction or a?er completion of same.

2.3 Upon approval of the Final Plans, Tenant will submit the same to the department of building and safety for the jurisdiction in which the Building is located for necessary plan checks and approvals, and Landlord shall cooperate with Tenant’s efforts to obtain such approvals. Tenant shall cause all work to be done in compliance with all applicable building codes and other applicable laws, ordinances, regulations, and orders of all federal, state, county, and local governmental agencies or entities having jurisdiction over the Premises. Tenant shall not permit any component of any Tenant Improvement work to be commenced until all building permits and other governmental permits, licenses and approvals required in connection with such component of the work have been issued

2.4 Notwithstanding the provision of this Section 2, Landlord shall not be deemed to have reviewed any plans, drawings or speci?cations from an engineering or technical standpoint, and Landlord shall have no liability whatsoever to Tenant or any third party based on or arising out of any patent or latent defect in the design or construction of the Tenant Improvements or other work, whether or not such defect is actually known or apparent to Landlord.

3. Tenant Improvement Costs; Tenant Improvement Allowance; Prevailing Wages.

3.1 The term “Tenant Improvement Costs” as used in this Work Letter includes, without limitation, the following: (i) all design fees, engineering fees, and consultants’ fees incurred by Tenant in connection with the design and engineering of the Tenant Improvements, including the costs of all plans and speci?cations; (ii) Title 24 fees; (iii) testing and inspection costs; (iv) the cost of materials, labor, and supplies; (vi) the general contractor’s overhead and pro?t; and (vii) all other costs expended or to be expended in connection with performance of Tenant’s Work.

3.2 Landlord is obligated to pay Three Hundred Seventy-Five Thousand Dollars ($375,000.00) towards the Tenant Improvement Costs (“TI Allowance”) and shall disburse the TI Allowance to Tenant in four (4) equal installments subject to a ten percent (10%) retainage amount during the course of Tenant’s Work. The ?rst installmentwill be payable upon issuance of a permit for the work to be performed under the Final Plans. The second installment will be payable on the completion of one-third (1/3) of Tenant’s Work; the third installment will be payable on the completion of two-thirds (2/3) of Tenant’s Work, and the remaining installment and retainage will be payable on the completion of Tenant’s Work and Tenant’s opening for business to the public. The second and third disbursements will be conditioned on Tenant’s providing the information as reasonably required by Landlord con?rming that the required percentage of the Tenant’s Work has been performed and that there are no liens ?led or claimed against the Premises. The ?nal disbursement, which will include the retainage, will be conditioned on the

WORK LETTER

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 343 of 1306 it
LLC
following: (i) issuance ofa Certi?cate of Occupancy for the Premises by the appropriate governmental authority(ies); (ii) delivery of a ?nal waiver of liens from Tenant’s contractors; and (iii) completion of Tenant’s Work, Tenant’s opening for business to the public, and remittance of Tenant’s initial payment of Rent.

3.3 Tenant shall pay (and cause its contractors to pay) prevailing wages for all works of improvement performed upon the Premises and paid from the TI Allowance in accordance with California Labor Code §I720 et seq., and Tenant shall comply and cause its contractors to comply therewith. Tenant shall defend, indemnify and hold Landlord harmless from all claims, liabilities, losses, damages, costs and expenses arising from any failure by Tenant to do so.

4. Delay

4.] The term “Force Majeure Delay” as used in this Work Letter means any (i) actual delay in the design and/or completion of Tenant Improvements attributable to any strike, lockout, or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, further order claimingjurisdiction, act of public enemy, war, riot, terrorism, sabotage, blockade, embargo, or materials shortage; (ii) actual delay in the design and/or completion of Tenant Improvements due to changes in any applicable laws, including the Americans with Disabilities Act; (iii) actual delay in the design and/or completion of Tenant Improvements attributable to terrorist act, lightning, earthquakes, ?re, storm, hurricane, tornado, ?ood, washout, explosion, or any other similar industry-wide or Building-wide cause beyond the reasonable control of the party from whom performance is required, or any of its contractors, or other representatives; (iv) any actual delay in the design and/or completion of Tenant Improvements resulting solely from Landlord not responding to requests for authorization or approval within the time period provided for response to such request or, if no such time is stated, beyond a reasonable time therefor; and (v) any actual delay in the design and/or completion of Tenant Improvements attributable solely to the acts or failures to act, whether willful, negligent, or otherwise, of Landlord, its agents, or contractors, to the extent contrary to the terms hereof. Any prevention, delay, or stoppage due to any Force Majeure Delay will excuse the performance of Tenant for a period of time equal to any such prevention, delay, or stoppage, including the obligation of Tenant to pay Rent.

IN WITNESS WHEREOF, the Parties hereto have executed this Work Letter as of the Effective Date hereof.

LANDLORD: OF INDIO
City
TENANT: DTI LLC
By
Roman M ing Member of
Romanhead LLC, Member/Manager
By:

Jam Paige, Manager of Little Bar Palm Desert
Member/Manager

WORK LETTER

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EXTENSION OPTION RIDER
This Extension Option Rider (“E0 Rider”) is made and entered into by and between City of Indi (“Landlord”) and Miles DTI LLC, a California limited liability company (“Tenant”), and is dated as of the Effective o Date of the Commercial Lease (“Lease”) by and between Landlord and Tenant to which this EO Rider is attached.

The agreements set forth in this EO Rider shall have the same force and effect as if set forth in the Lease. Capitalized terms used, but not otherwise de?ned in this E0 Rider, have the meanings ascribed to those terms in the Lease. Th e following provisions are added to the Lease, and, in the event of conflict between this E0 Rider and the Lease, this EO Rider shall control.

1. Extension Options. Tenant shall have two (2) options (“Option”) to extend the Lease Term for a period of ?ve (5) additional years each, (individually and collectively, the “Option Term(s)”). Such Option shall be exercised if at all, by Tenant’s written notice of its election to extend the Lease Term (“Option Notice”) not earlie r than one hundred eighty (180) days prior to expiration of the initial Lease Term or Option Term, as applicable, an d not later than ninety (90) days prior to expiration of the initial Lease Term or Option Term, as applicable. If Tenant fails to timely deliver to Landlord the Option Notice as provided herein, such failure shall cause the Option to b e cancelled, void and of no further force or effect. Upon the exercise of the Option set forth herein, the term “Lease Term” shall include the initial Lease Term and the applicable Option Term(s). The Option Term(s) shall be on the same terms, covenants and conditions as the initial Lease Term, subject to Rent increases per Section 2, below.

2. Option Term Rent. The Minimum Rent payable pursuant to Section 1.8 of the Lease shall be $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 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.

3. Default. If Tenant is in default of any term or provision of the Lease as of the date when Tenant attempts to exercise any Option granted herein, Tenant’s exercise of such Option shall be deemed null and void.

IN WITNESS WHEREOF, the Parties hereto have executed this EO Rider as of the Effective Date hereof.

LANDLORD: OF INDIO
City
TENANT: LLC
By
M. Whittaker, Managing Member of
Romanhead LLC, its Member/Manager
By
Paige, Manager of Little Bar Palm Desert
LLC, its Member/Manager

EXTENSION OPTION RIDER
Page I ofl

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 346 of 1306 Rggln of First Offer
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FIRST RIGHTS RIDER
This First Rights Rider (“FR Rider”) is made and entered intoby and between City of Indio (“Offeror”) and Miles DTI LLC, a California limited liability company (“Offeree”), and is dated as of the Effective Date of the Commercial Lease (“Lease”) by and between Offeror (as Landlord) and Offeree (as Tenant) to which this FR Rider is attached. The agreements set forth in this FR Rider shall have the same force and effect as if set forth in the Lease.

Capitalized terms used, but not otherwise defined in this F0 Rider, have the meanings ascribed to those terms in the Lease. The following provisions are added to the Lease, and, in the event of con?ict between this F0 Rider and the Lease, this F0 Rider shall control.

1. . In the event Offeror proposes to list or otherwise market the real property describedin the Lease (the “Property”) for sale at a speci?ed sale price, the Offeror shall ?rst offer to sell the Property to Offeree by delivering a notice (“Purchase Offer Notice”) to Offeree stating (i) its good faith intention to sell the Property, and (ii) the price, terms, and conditions on which it proposes to sell the Property. By written noti?cation given by Offeree (“Purchase Acceptance Notice”), within thirty (30) days a?er the giving of the Offer Notice (“Purchase Acceptance Period”), Offeree may elect to purchase the Property on the terms and conditionsspeci?ed in the Purchase Offer Notice. If the Purchase AcceptanceNotice is not timely given, then Offeror may, during the one hundred eighty (180) day period following the expiration of the Purchase Acceptance Period (“180—DaySale Period”), offerto sell the Property to any third party at a price not lessthan, and on terms and conditionsnot materially more favorable to Offeror than,those specified in the Purchase Offer Notice. If Offeror does not complete the sale of the Property before the end of the 180—DaySale Period, the right of first offer provided hereunder shall be deemed to be revived and the Property shall not be offered for sale or sold unless first reoffered to Offeree in accordance with this FR Rider.

2. Except as otherwise provided in Section 1 of this FR Rider, any sale of the Property shall be pursuant to a written offer (“Offer”) from a Quali?edPurchaser (de?ned below) setting forth the terms and conditions for such proposed purchase
A “Quali?ed
Purchaser” for purposes of this FR Rider shall be an independentthird party that is not directly or indirectly or controlledby or under common control with Offeree that will purchase the Property for its own account. receives an Offer that Offeror is willing to accept, Offeror shall give Offeree a copy of the Offer and certify to that the proposed purchaser is a Quali?edPurchaser (“Sale Offer Notice”). By written noti?cation given by Offeree (“Sale Acceptance Notice”), withinforty-?ve (45) days after the giving of the Sale Offer Notice (“Sale Acceptance Period”), Offeree may elect to purchase the Property on the terms and conditions speci?ed in the Sale Offer Notice.

If the Sale Acceptance Notice is not timely given, then Offeror may, during the sixty (60) day period following the expiration of the Sale Acceptance Period (“60-Day Sale Period”), sell the Property on the terms and conditionsset forth in the Offer, free and clear of any rights of Offeree under this right of ?rst refusal with respect to that sale only.

Offeror may not make any changes in the terms and conditions of the Offer that are materially more favorable to Offeror than those provided under the Offer. If Offeror does not complete the sale of the Property before the end of the 60-Day Sale Period, the right of ?rst refusal providedhereunder shall be deemed to be revived and the Property shall not be offered for sale or sold unless ?rst reoffered to Offeree in accordance with this FR Rider.

3. Consummation of Sale. On delivery of the Purchase Acceptance Notice or SaleAcceptanceNotice in accordance with Sections 1 or 2 of this FR Rider, Offeror and Offeree shall forthwith proceed to consummate the sale and purchase of the Property on the terms and conditions set forth in the Purchase Offer Notice or O?'er, as applicable.

4. Term. The term of this FR Rider shall begin on the Rent Commencement Date as providedunder the Lease and shall terminate at midnight on October31, 2039. Notwithstanding the foregoing, the parties agree that the Property shall not be offered for sale to Offeree or any third party or otherwise sold to Offeree or any third party until or after November 1, 2025.
[SIGNATURES ON NEXT PAGE]

FIRST RIGHTS RIDER

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 347 of 1306 L ,iIs
IN WITNESS WHEREOF, the Parties hereto have executed this FR Rider as of the Effective Date hereof.

LANDLORD: CITY OF INDIO
S
TENANT:

By
of
Romanhead LLC, its Member/Manager
By
J A. Paige, Manager of Little Bar Palm Desert
L Member/Manager

FIRST RIGHTS RIDER

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 348 of 1306 EXHIBIT “C”

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 349 of 1306

RECORDING REQUESTEDBY
AND WHEN RECORDED MAIL TO:

Roman M. Whittaker
80853 Kebon Drive
Indio, CA 92201
APN: 61 1-173-001 SPACE ABOVE nus LINE FOR RECORDER‘S USE 611-173-002

MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE (“Memorandum”) is dated as of 2021 and is entered into by and between the CITY OF INDIO, a municipal corporation (“Landlord”) and MILES DTI LLC, a California limited liability company (“Tenant”).

RECITALS
A. Landlord and Tenant executed that certain Commercial Lease dated December 1, 2021 (the “Lease”) affecting the land described on the attached Exhibit “A” (the “Property”).

B. Landlord and Tenant now desire to record this Memorandum in order to, among other things, comply with law requiring that municipal leases be recorded, giving constructive notice of the existence of the Lease, and permitting the Tenant and its lender(s) to obtain title insurance, if desired.

AGREEMENT
NOW, THEREFORE, in considerationof the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Ground Lease. Landlord has leased the Property to Tenant, and Tenant has leased the Property from Landlord, for a term of 7 years, commencing on November 1, 2022, subject to two 5-year extension options in favor of the Tenant, and upon and subject to the terms and conditions set forth in the Lease. The Lease is hereby incorporatedherein by this reference.

2. Rights of First Offer and First Refusal. The Lease affords Tenant both a right of ?rst offer to purchase the Property in the event Landlord proposes to offer or sell the Property and a right of first refusal to purchase the Property on the same terms as Landlord may receive an offer to purchase the Property from a third-party. Such rights are effective until October 31, 2039. [SIGNATURES ON NEXT PAGE]

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 350 of 1306 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum as of the date and year ?rst written above.

LANDLORD CITY OF INDIO
TENANT:

By:

Roman M. Member of
Romanhead LLC, its Member/Manager
Manager of Little Bar Palm Desert

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 351 of 1306 .5 2OZ‘befo
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 Anotary publicorother officercompletingthis certificateverifies onlythe identityofthe individualwho signed the document to whichthis certificate is attached, and not the truthfulness, accuracy, or validityofthat document.

State of California
County of BE’ }
'« On 2 I0: re me, Q.

Date Here Insert Name Title of Officer
personally appeared N M0
Name(s) of Signer(s)
subscribed
me i
or the entity
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing Nota?g?g??imcd?gornia paragraph is true and correct. 3 c..llZ:2‘l:’: if3333512 ’ WITNESS my hand and of?cial seal.

MyComm.ExpiresOct 1, 2022
Place Notary Seal and/or Stamp Above
Signature
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:

C! Corporate Of?cer — Title(s):

El Partner— D Limited III General
El individual D Attorney in Fact
El Trustee El Guardianof Conservator
D Other:

Signer is Representing
©2017 National Notary Association
Number of Pages:

Signer's Name:

El Corporate Of?cer — Tit|e(s)
D Partner— El Limited D General
El Individual D Attorney in Fact
El Trustee El Guardianof Conservator
El Other:

Signer is Representing:

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 352 of 1306 cknowleded to me thahe/they executed the éame
capacttyéeg), b @; er/their signa ur on the instrument the upon behalfo persontekacted. execute the instrument.
ce to be the rson(3)\whose nameT§)j§5are

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validitvof that document.

State of California _ _ County of Riverside )
on December 10, 2021 before me, Sabdi Sanchez, Notary Public (insert name and title of the officer)
personally appeared Roman M.Whittaker
who proved to me on the basis of satisfactory eviden
subscribed to the within instrument and a i
ir authorized and that n
or the entity fwhich the
I certify under PENALTYOF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal
Signature (Seal)

SABDISANCHEZ
NotaryPublic- California
RiversideCounty
Commission# 2257512
MyComm.ExpiresOct 1, 2022
2

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 353 of 1306 James A. Pai‘ge proved ti on
,

CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
A Notary Public or other officer completing this certi?cate veri?es only the identity of the individual who signed the document to which this certi?cate is attached, and not the truthfulness, accuracy or validity of that document. A‘ STATE OF }
}ss
COUNTY OF }
On W’ B. 7.02 I .before me, Notary Public,
personally appeared , who me the basis of satisfactory evidence to be the person(s) whose name(s) is/a-re‘subscribed to the within instrument and acknowledged to me that he/s-l-rc7‘t'l‘E:"y executed the same in his/he#t-heir authorizedcapacity(ies), and that by his/hei-i‘theirsignature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal (Seal)
NAYANP. GHELANI
. Notary Public- California
RiversideCounty
Commission# 7.341606
Comm.ExpiresJan 20, 1025

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 354 of 1306 EXHIBIT “A”

LEGAL DESCRIPTION
APN: 611-173-001
THE WESTERLY 100 FEET OF LOTS 1, 2 AND 3 IN BLOCK "G" OF INDIO, IN THE CITY OF INDIO, COUNTY OF RIVERSIDE, ST ATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 10,PAGE 461 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, CALIFORNIA.

APN: 611-173-002
THE EAST 60 FEET OF LOTS 1, 2 AND 3 IN BLOCK G OF INDIO, AS _SHOWN BY MAP ON FILE IN BOOK IO, PAGE 461, OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.

EXCEPT THEREFROM THE EAST 10 FEET OF SAID LOTS, AND THE SOUTH 10 FEET OF THE PORTION OF SAID LOT 3 HEREIN DESCRIBED FOR ALLEY PURPOSES.

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 355 of 1306

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 356 of 1306

SECOND AMENDMENT TO COMMERCIAL LEASE
This Second Amendmentto Commercial Lease (“2“"Amendment”) is made and effective May 23, 2023 (“Effective Date”), by and between the City of Indio (“Landlord”), on one hand; and Miles DTI LLC, a California limited liabilitycompany (“Tenant”), on the other hand. Landlord and Tenant are sometimes hereinafter individuallyreferred 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”), with a Rent Commencement Date (as de?ned under the Lease) of November l, 2022.

B. The Parties entered into that certain First Amendment to Commercial Lease dated November 1, 2022 (“1“ Amendment”), pursuant to which the Rent Commencement Date was extended to the earlier of either June l, 2023, or the date Tenant opens the Premisesfor business.

C. Landlord and Tenant now desire to further extend the Rent Commencement Date to November 1, 2023, on the terms and conditions contained in the Lease together with this 2”“ Amendment.

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

Section 1. Extended Term.

Section 1.7 of the Lease and Section 2 of the 15’Amendment are hereby amended to extend the Rent Commencement Date to November 1, 2023.

Section 2. Other Lease Provisions.
ln all respects not speci?cally amended herein, the Lease shall remain unchanged and in full force and effect.
[SIGNATURE PAGE FOLLOWS]

Second Amendment to Commercial Lease

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 357 of 1306 IN WITNESS WHEREOF, the Parties have executed this 2”“Amendment as of the Effective Datehereof.

LANDLORD: CITY OF INDIO
oman M. Whitt g ember of
Romanhead LLC, its Member/Manager
.

James A. Paige, Manager of Little Bar Palm Desert
LLC, its Member/Manager

Second Amendment to Commercial Lease

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 358 of 1306 IN WITNESS WHEREOF, the Parties have executed this 2"“Amendment as of the Effective Date hereof.

LANDLORD: CITY OF INDIO TENANT: MILES DTI LLC
By:

H 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

Second Amendment to Commercial Lease

Amendment No. 3 to the Lease Agreement between the City of Indio and Mil... Page 359 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Leila Namvar, Public Arts Analyst
Subject: Bravo Project: Approve the design concept by artist Sara Dabbagh to be located at the northwest corner of Avenue 50 and Madison Streets (south of the Bravo residential community) and authorize the City Manager and City Attorney to negotiate and finalize the terms of the agreement for a total amount of $100,000.

RECOMMENDATION:

Approve the design concept by artist Sara Dabbagh to be located at the northwest corner of Avenue 50 and Madison Street (south of the Bravo residential community) and authorize the City Manager and City Attorney to negotiate and finalize the terms of the agreement for a total amount of $100,000.

SUMMARY:

On June 13, 2023, the Public Arts Commission reviewed the design concept by artist Sara Dabbagh and made a recommendation to the City Council to review and approve the location (Attachment B) and a project budget of up to $100,000.00. At the above-noted meeting, the Commission made the recommendation to the City Council unanimously. Therefore, staff is requesting that the City Council review and approve this project, should it be found suitable for this site.

BACKGROUND INFORMATION:

Sara Dabbagh is from Toronto Canada. Her proposed concept design concept offers an implication of color, playfulness, joyfulness, and vibration. Her work offers simplicity and yet it is thoughtprovoking. The Public Arts Commission expressed their desire to install her proposed design concept, which includes 15 panels of painted steel (and/or painted aluminum) with a height of 6’, a width of 18”, and a thickness of one and a half inches to be installed on a circular concrete pad in the shape of a wheel with an arraignment that starts from the outside of the wheel and ends inside the wheel. Her concept design and complete proposal are attached to this report as Attachment A.

It should be noted that the Bravo property owner, Mr. Claudio Bravo, is in support of the artwork. The email communication between the staff and Mr. Bravo is attached to this staff report as Attachment C.

Staff is requesting that the City Council review and approve the design concept by artist Sara Dabbagh to be located at the northwest corner of Avenue 50 and Madison Street (south of the Brava residential community) and authorize the City Manager and City Attorney to negotiate and finalize the terms of the agreement between the City and the artist Sara Dabbagh for the total amount of $100,000.

AGENDA ITEM #8.16
Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 360 of 1306 FINANCIAL SUMMARY:

Current FY Financial
Impact:
$100,000 In current year budget: No
Current FY General
Fund Impact:

None Budget adjustment: No
Next FY Financial
Impact:

Depend on the timeline it may
impact
Strategic Objective: Community
Beautification
Source of funds: Public Arts Fund Fund-Org-Object
Reference:
203521064
ALTERNATIVES:

1. Continue the request pending submission of additional information.

2. Refer the item back to the Public Arts Commission.

ATTACHMENTS:

Attachment 1 - Design Concept
Attachment 2 - Location
Attachment 3 - Mr. Bravo's Support Email
APPROVAL(S):

Scott Trujillo, Deputy City Manager Approved - 04 Sep 2023 Steven Graham, City Attorney Approved - 05 Sep 2023
Bryan H. Montgomery, City Manager Pending
Scott Trujillo, Deputy City Manager Pending
Rob Rockwell, Asst. City Manager & Dir. Of Finance Pending

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 361 of 1306 Attachment A
Sara Dabbagh Resume
and
Design Concept

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 362 of 1306 Graphic Designer
Art director
Project manager
[email protected]
https://www.behance.net/saradabbagh
Professional Experiences
RAP. by Marc Kandalaft Design Inc. - Montreal, 2012 – Present Freelance Graphic Designer, Art director
STRUCTURE - Graphic designer, Montreal, 2019 – 2021
BCF Business Law - Freelance Graphic Designer, Montreal, 2019 – Present HEC Montréal - Freelance Graphic Designer, Montreal, 2017 – 2018 STAND MTL - Freelance Graphic Designer, Montreal, 2017 – 2018

EXHIBITIONS
10th Anniversary of Mekic Gallery (Group exhibition- Sculpture) – 2021 Day to day, Mekic Gallery (Group exhibition- Photography) – 2014 Saint-Étienne International Design Biennale – 2010
Bang-Bang Exhibition, Graphic Design & Curator at Spacekraft Pompadour, Lyon, France – 2010
Folklore exhibition, Graphic Design, and exhibition curator at Spacekraft Pompadour, Lyon, France – 2010
Education
Salette College, 2018 – 2019
Interactive and web design
HEC Montréal, 2015 – 2018
DESS Communication - Marketing
ENBA Lyon - FRANCE
(National School of Fine Arts)
Master of Plastic Expression,
Specialising in Graphic Design,
Space and Object.

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 363 of 1306 Artist Statement
Dear Madam/Sir,
My art is inspired by the beauty and complexity of the natural world. I am fascinated by the way light, color, and texture interact with each other to create visual landscapes. My work is an exploration of these elements, and I use a variety of techniques and materials to bring my vision to life.

As an artist, I draw inspiration from the rich history of human art. I am fascinated by the ways our ancestors used art to tell stories, express emotions, and document their experiences. The simplicity and directness of their art are what I strive to capture in my work.

Through my art, I aim to create a dialogue between the ancient and the modern, blending elements of early human art with contemporary techniques and ideas. My work is a reflection of my journey as an artist, as I seek to explore the deeper meaning of my existence the timeless beauty of the natural world.

I believe that art has the power to connect people across time and space, to bridge cultures and generations, and to inspire us to strive for a better world. Whether through the simple lines of a cave painting or the complex compositions of a contemporary masterpiece, art can touch our hearts and minds in ways that words alone cannot. As an artist, I am committed to using my talents to make a positive impact in the community and to bring people together through the beauty and power of art.

Please do not hesitate to contact me for more information.

Best Regards,
Sara Dabbagh

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 364 of 1306

COLORFUL

PLAYFUL
JOYFUL

VIBRANT
LIVELY

CHEERFUL

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 365 of 1306

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 366 of 1306

MATERIAL

1. Painted stainless steel.

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 367 of 1306 Concept Design
15 Painted steels 50 cm
X2 Meters

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 368 of 1306

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 369 of 1306 Maintenance
For new finishes, it is recommended to wait at least 30 days after painting before any cleaning, polishing, or waxing* is attempted to allow the finish to fully cure. Fully cured finishes should be routinely cleaned to remove dirt, hard water spots/staining, or other forms of environmental or biological contamination. *Caution: Although polishes or waxes can be used to clean and protect gloss finishes, their use over lowgloss finishes may result in an increased gloss level.

General Maintenance Guidelines:
• Remove animal droppings or tree sap upon discovery, as they can do permanent damage to the finish. • Use mild detergent water solution utilizing a soft wash mitt or cloth followed by a thorough clean water rinse.
• Dry with a damp chamois, microfiber towel, or soft cloth. • Full gloss finishes: If polishing or waxing is desired, apply with a soft, damp, cloth-covered sponge, and buff with a soft microfiber cloth. The procedure is best to be performed in the cooler hours of the day, avoiding direct sunlight if possible.
• Low-gloss finishes: polishing or waxing is generally NOT recommended. If polishing or waxing is desired, be sure to use a product specifically designed for low gloss finishes and follow all manufacturer’s recommendations. Always test the product in an inconspicuous area before using it on the entire surface.

Precautions:
• Do not wash*, polish, or wax a finish that is less than 30 days old. • Do not use abrasive detergents or harsh chemicals to clean surfaces. • Exposure to water sprinklers on the painted surface can cause hard water stains. • Use caution when cleaning painted surfaces with a pressure washer. DO NOT use pressure washers that exceed 1,200 psi.
• Do not use a mechanical polisher or buffer on low-gloss finishes. • For low-gloss finishes, do not use any type of wax, polish, or any other product made for full-gloss finishes.
• Once a low-gloss finish has become damaged or glossy, the original low-gloss appearance cannot be restored without refinishing.
• Do not use chemical cleaners on acrylic or polycarbonate. *If necessary, gently wash a new finish with clean water and a soft wash mitt and dry immediately.

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 370 of 1306 Attachment B: Location

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 371 of 1306 Location: Northwest corner of Avenue 50 and Madison Street (south of Bravo residential community).

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 372 of 1306 Claudio Bravo
Leila Namvar
Scott Trujillo
Re: Bravo artwork
Thursday,June 15, 2023 9:18:19 AM
WARNING: External email. Please verify sender before opening attachments or clicking on links.

Is my pleasure, I am building the most exclusive residencial project ever built in Indio, and this Art Work will give a very unique look also, Im here anything you need.

Much Blessings
On Thu, Jun 15, 2023 at 5:04 PM Leila Namvar <[email protected]> wrote:

Dear Mr. Bravo,
You made my day! Thank you for being so supportive. I will contact you when we are getting ready to install the artwork. Also, I will provide you with an update about the City Council’s decision.

Thank you and have a wonderful day,
Leila
Leila Namvar
Public Arts Analyst
[email protected]
Direct: 760-541-4258
81678 Avenue 46
Indio CA 92201
www.indio.org | GIS Map |
P Please consider the environment before printing this email.

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 373 of 1306 From: Claudio Bravo
Sent: Thursday, June 15, 2023 9:02 AM
To: Leila Namvar <[email protected]>
Cc: Scott Trujillo <[email protected]>
Subject: Re: Bravo artwork
WARNING: External email. Please verify sender before opening attachments or clicking on links.

Dear Leila, I think is an AMAZING IDEA , and it will look AMAZING there, I APPROVE IT 1000%.

Let me know if you need any help from me, Im here to help anything the City of Indio needs.

Best Regards
On Thu, Jun 15, 2023 at 4:34 PM Leila Namvar <[email protected]> wrote:

Dear Mr. Bravo,
I am the staff of the City’s Public Arts Program. On July 13, 2023, the City’s Public Arts Commission made a recommendation to the City Council to install the attached artwork at the trail-head (Lot H) that per the Tract Map has been dedicated to the City of Indio.

Please note the artwork still needs to go before the City Council for their review and approval.

The concept artwork proposed by the artist Sara Dabbagh is attached. Her proposal is colorful, lively, and cheerful. Her work offers simplicity and yet is thought-provoking. The artwork includes a circular concrete pad resembling a wheel and 15 colorful polished

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 374 of 1306 steel panels to be installed on the circular concrete pad (in the shape of a wheel) with an arraignment that starts from the outside of the wheel and ends inside of the wheel as delineated in the attached pdf document.

If the City Council approves the artwork, the City’s Public Arts Fund will pay for its fabrication, installation, and maintenance.

Please let me know if you have any questions.

Thanks,
Leila
Leila Namvar
Public Arts Analyst
[email protected]
Direct: 760-541-4258
81678 Avenue 46
Indio CA 92201
www.indio.org | GIS Map |
P Please consider the environment before printing this email.

Bravo Project: Approve the design concept by artist Sara Dabbagh to be l... Page 375 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: First Amendment of the Master Services and Purchasing Agreement with Axon Enterprise Inc. to provide for the purchase of five (5) Da-Jiang Innovations (DJI) drones with the applicable accessories and a one-year subscription with Axon Air in the amount of $28,447.18.

RECOMMENDATION:

Approve the first amendment of the Master Services and Purchasing Agreement with Axon Enterprise Inc. to provide for the purchase of five (5) Da-Jiang Innovations (DJI) drones and a one-year subscription with Axon Air in the amount of $28,447.18, and direct the Finance Department to adjust appropriations as reflected in the Financial Details section of this staff report.

SUMMARY:

Staff is requesting the first amendment of the Master Services and Purchasing Agreement with Axon Enterprise Inc. for the purchase of five (5) Da-Jiang Innovations (DJI) drones, the necessary equipment, and the Axon Air software (Attachment 1). The proposed amendment will allow for a oneyear pilot program with Axon Air and DJI drones. If no unforeseen issues come to light during the pilot project, it will become a permanent Indio Police Department program. The Indio Police Department utilizes Axon Body Worn cameras along with Evidence.com, which integrates all Axon products used by Indio Police for ease of retention to include possible evidence stemming from the DJI drones. Staff is also seeking the City Council's approval for the purchase of the drones, in compliance with AB 481 and Indio Municipal Ordinance no. 1776, as it is considered a military equipment item. The proposed Unmanned Aircraft System (UAS) program equipment will be purchased through Axon Enterprise Inc.

The program will be multi-faceted and have several different uses in the interest of public safety for Indio. The drones will allow a more expeditious response to incidents like lost or missing individuals, and document crime and traffic accident scenes, among other potential deployments throughout the course of everyday police functions.

BACKGROUND INFORMATION:

City Council approved the original five-year Master Services and Purchasing Agreement with Axon Enterprise on March 2, 2022, for a comprehensive suite of Axon equipment and software (Attachment 2). This included the purchase of 90 Body-Worn Cameras (BWCs), 70 Axon TASER 7’s, and all related equipment, licensing, and digital storage for Axon-related evidence in the amount of $848,383.

The proposed amendment will include the purchase of five (5) Da-Jiang Innovations (DJI) drones and a one-year subscription with Axon Air to support our one-year pilot Unmanned Aircraft System (UAS) project.

AGENDA ITEM #8.17
First Amendment of the Master Services and Purchasing Agreement with Axo... Page 376 of 1306 Staff is seeking to implement the five drones for use by the Field Services and Investigative Services Divisions. The drones will be portable and can be quickly put into service to aid officers and other personnel for more expeditious service to residents. The Patrol Unit and Investigation Bureau will be assigned certified operators, which will have continuous access to the drones.

The UAS Program will aid police functions by providing an aerial view that will not otherwise be made available to our personnel. The program will provide direct assistance during time-sensitive investigations and operations, such as search and rescue operations in rural and mountainous hike trails, special events, natural disasters, critical incidents, traffic collisions, and other police operations.

Providing real-time information will greatly improve the time spent during these incidents and has the potential to result in better outcomes for those involved.

The Indio Police Department will adhere to Indio Municipal Code Chapter 105: Drone Regulations directly referencing Federal Aviation Administration (FAA) standards and procedures. The Indio Police Department will also establish and adhere to IPD Policy 614 Unmanned Aerial System (UAS) (Attachment 3). The Indio Police Department will also remain in compliance with AB481, Indio Ordinance no. 1776, IPD Policy 708 - Addendum A (Attachment 4) will be amended to reflect the addition of the military equipment and conduct yearly reports/audits of Military Equipment. In anticipation of this pilot project, during the April 13, 2023, City Council meeting, the 2022 Annual Report of Military Equipment was received and filed by Council, which listed the proposed equipment as a planned purchase for 2023.

Finally, the Indio Police Department is also requesting this software upgrade be conducted pursuant to the "limited availability/sole source" exemption under Section 33.116 (C)(4)(b) of the Indio Municipal Code. Axon Enterprise Inc. contains proprietary hardware and software components that are not commercially available except through Axon and its channel partners (Attachment 5).

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$28,477.18 In current year budget: No
Current FY General
Fund Impact:
$0.00 Budget adjustment: Yes
Next FY Financial
Impact:
$0.00 Strategic Objective: Public Safety
Source of funds: Enhancing Law Enforcement
Activities Subaccount (ELEAS)
Fund-Org-Object
Reference:
221 - Various
Additional Financial Details:

A budget adjustment is requested utilizing the Police Department's Enhancing Law Enforcement Activities Subaccount (ELEAS), a non-General Fund special revenue account. The requested budget adjustment is as follows:

Increase appropriations:
221-531060 Small Tools & Minor Equipment $12,168.00
221-531018 Computer Supplies & Software $ 9,756.18
221-555005 Machinery & Equipment $ 6,523.00
Total $28,447.18

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 377 of 1306 Expected offset:
221-305005 Unassigned Fund Balance $28,447.18
ATTACHMENTS:

Attachment 1: Indio PD (CA) - Axon Air Amendment
Attachment 2: Axon 2022 5yr Master Services and Purchasing Agreement Attachment 3: IPD Policy 614 Unmanned Aerial System UAS Operations Attachment 4: Addendum A - Military Equipment Policy Final Attachment 5: Axon AIR Sole Source US - Indio PD
APPROVAL(S):

Mike Washburn, Chief of Police Approved - 12 Sep 2023
Steven Graham, City Attorney Approved - 13 Sep 2023
Alan Garcia, Accountant Approved - 13 Sep 2023
Bryan H. Montgomery, City Manager Approved - 13 Sep 2023

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 378 of 1306 First Amendment to the Master
Services and Purchasing Agreement

This First Amendment (“Amendment”) is between Axon Enterprise, Inc. (f/k/a Taser International, Inc.), a Delaware corporation (“Axon”), and the Indio Police Department (“Agency”). This Amendment is effective as of the last signature date on this Amendment (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”.

Axon and Agency are parties to a Master Services and Purchasing Agreement by and between the Indio Police Department and Axon Enterprise, Inc. dated April 4, 2022 (“Agreement”).

The Parties wish to incorporate further changes into the Agreement in order to expand the scope of offered products.

The Parties therefore agree as follows:

1. The attached documents are hereby incorporated into the Agreement:
a. Axon Application Programming Interface Appendix
b. Quote Q-433155-45176.608KP

2. All other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Each representative identified below declares that the representative is authorized to execute this Amendment as of the date of signature.

Axon Enterprise, Inc. Agency
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 379 of 1306

First Amendment to the Master
Services and Purchasing Agreement

Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services are included on the Quote.

1. Definitions.

1.1. “API Client” means the software that acts as the interface between Agency’s computer and the server, which is already developed or to be developed by Agency.

1.2. “API Interface” means software implemented by Agency to configure Agency’s independent API Client Software to operate in conjunction with the API Service for Agency’s authorized Use.

1.3. “Axon Evidence Partner API, API or AXON API” (collectively “API Service”) means Axon’s API which provides a programmatic means to access data in Agency’s Axon Evidence account or integrate Agency’s Axon Evidence account with other systems.

1.4. “Use” means any operation on Agency’s data enabled by the supported API functionality.

2. Purpose and License.

2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency. Axon may monitor Agency’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon Agency’s use of API Service. Agency will not use API Service for commercial use.

2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency’s Use in connection with Agency’s API Client.

2.3. Axon reserves the right to set limitations on Agency’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3. Configuration. Agency will work independently to configure Agency’s API Client with API Service for Agency’s applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate.

Agency will inform Axon promptly of any updates. Upon Agency’s registration, Axon will provide documentation outlining API Service information.

4. Agency Responsibilities. When using API Service, Agency and its end users may not:

4.1. use API Service in any way other than as expressly permitted under this Agreement;

4.2. use in any way that results in, or could result in, any security breach to Axon;

4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;

4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

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First Amendment to the Master
Services and Purchasing Agreement

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon’s API manual.

5. API Content. All content related to API Service, other than Agency Content or Agency’s API Client content, is considered Axon’s API Content, including:

5.1. the design, structure and naming of API Service fields in all responses and requests;

5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports; and

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

5.5. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to:

5.6. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

5.7. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

5.8. misrepresent the source or ownership; or

5.9. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices).

6. API Updates. Axon may update or modify the API Service from time to time (“API Update”). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency’s API Client required as a result of such API Update. API Updates may adversely affect how Agency’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service. Axon will provide support for 1 year following the release of an API Update for all depreciated API Service versions.

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1 Q-433155-45176.608KP
Q-433155-45176.608KP
Issued: 09/07/2023
Quote Expiration: 09/30/2023
Estimated Contract Start Date: 10/01/2023
Account Number: 110850
Payment Terms: N30
Delivery Method:

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
46800 Jackson St.
46800 JACKSON ST
INDIO,
CA
92201-6040
USA
Indio Police Department- CA
46800 JACKSON ST
INDIO
CA
92201-6040
USA
Email:

Kyle Panasewicz
Phone: +1 4803294734
Email: [email protected]
Fax: (480) 905-2071
Gabriel Corona
Phone: (760) 541-4583
Email: [email protected]
Fax:

Quote Summary Discount Summary
Program Length 12 Months Average Savings Per Year $1,084.00 TOTAL COST $26,943.32
ESTIMATED TOTAL W/ TAX $28,447.18 TOTAL SAVINGS $1,084.00 Payment Summary
Date Subtotal Tax Total
Apr 2023 $26,943.32 $1,503.86 $28,447.18
Total $26,943.32 $1,503.86 $28,447.18
Axon Enterprise, Inc.
17800N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

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Quote Unbundled Price: $28,027.32
Quote List Price: $28,027.32
Quote Subtotal: $26,943.32
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
CLASS1UAS AXON AIR, CLASS1 UAS BUNDLE3 12 $183.34 $183.34 $165.01 $5,940.24 $0.00 $5,940.24 CLASSMUAS AXON AIR, CLASSM UAS BUNDLE2 12 $116.67 $116.67 $105.00 $2,520.08 $0.00 $2,520.08 A la Carte Hardware
12341 AXON AIR, DJI MAVIC MINI2 FLY MORE BUNDLE2 $648.00 $648.00 $1,296.00 $113.40 $1,409.40 100689 AXON AIR,DJI MAVIC
3 ENTERPRISE SERIESBATTERY KIT
3 $659.00 $659.00 $1,977.00 $172.98 $2,149.98
100684 AXON AIR,DJI MAVIC3 THERMAL (NA)SP PLUS1 $5,998.00 $5,998.00 $5,998.00 $524.83 $6,522.83 100683 AXON AIR,DJI MAVIC3 ENTERPRISE (NA)SP PLUS2 $3,958.00 $3,958.00 $7,916.00 $692.65 $8,608.65 A la Carte Software
100112 AXON AIR, E.COM PILOT DATA LIC4 12 $30.00 $27.00 $1,296.00 $0.00 $1,296.00 Total $26,943.32 $1,503.86 $28,447.18Page 8 of 52 AGENDA ITEM #8.17 First Amendment of the Master Services and Purchasing Agreement with Axo... Page 383 of 1306 Page
3 Q-433155-45176.608KP
Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date A la Carte 100683 AXON AIR,DJI MAVIC 3 ENTERPRISE (NA)SP PLUS 2 09/15/2023 A la Carte 100684 AXON AIR,DJI MAVIC 3 THERMAL (NA)SP PLUS 1 09/15/2023 A la Carte 100689 AXON AIR,DJI MAVIC 3 ENTERPRISE SERIES-BATTERY KIT 3 09/15/2023 A la Carte 12341 AXON AIR, DJI MAVIC MINI 2 FLY MORE BUNDLE 2 09/15/2023 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date AXON AIR, CLASS1 UAS BUNDLE 100579 AXON AIR, UAS LICENSE (CLASS 1)3 10/01/2023 09/30/2024 AXON AIR, CLASS1 UAS BUNDLE 100584 AXON AIR, ADVANCED STREAMING ADD-ON3 10/01/2023 09/30/2024 AXON AIR, CLASS1 UAS BUNDLE 100586 AXON AIR, API INTEGRATIONS ADD-ON3 10/01/2023 09/30/2024 AXON AIR, CLASSM UAS BUNDLE 100582 AXON AIR, UAS LICENSE (CLASS M)2 10/01/2023 09/30/2024 AXON AIR, CLASSM UAS BUNDLE 100584 AXON AIR, ADVANCED STREAMING ADD-ON2 10/01/2023 09/30/2024 AXON AIR, CLASSM UAS BUNDLE 100586 AXON AIR, API INTEGRATIONS ADD-ON2 10/01/2023 09/30/2024 A la Carte 100112 AXON AIR, E.COM PILOT DATA LIC4 10/01/2023 09/30/2024

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Payment Details
Apr 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year1 100112 AXON AIR, E.COM PILOT DATA LIC4 $1,296.00 $0.00 $1,296.00 Year1 100683 AXON AIR,DJI MAVIC3 ENTERPRISE (NA)SP PLUS2 $7,916.00 $692.65 $8,608.65 Year1 100684 AXON AIR,DJI MAVIC3 THERMAL (NA)SP PLUS1 $5,998.00 $524.83 $6,522.83 Year1 100689 AXON AIR,DJI MAVIC3 ENTERPRISE SERIES-BATTERY KIT3 $1,977.00 $172.98 $2,149.98 Year1 12341 AXON AIR, DJI MAVIC MINI2 FLY MORE BUNDLE2 $1,296.00 $113.40 $1,409.40 Year1 CLASS1UAS AXON AIR, CLASS1 UAS BUNDLE3 $5,940.24 $0.00 $5,940.24 Year1 CLASSMUAS AXON AIR, CLASSM UAS BUNDLE2 $2,520.08 $0.00 $2,520.08 Total $26,943.32 $1,503.86 $28,447.18

Page
5 Q-433155-45176.608KP
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. Ifa tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered intoa prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

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6 Q-433155-45176.608KP
\s1\ \d1\
Signature Date Signed
9/7/2023

DocuSign Envelope ID: 449CB3A5- 8CFD- 4F4F- 96CD- 2E10AA60AA99 Ak, AXENMaster Services and Purchasing Agreement between Axon and Agency This
Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation (" Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively " Parties". This Agreement governs Agency' s purchase and use of the Axon Devices and Services detailed inthe Quote Appendix ("Quote"). It is the intent ofthe Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency forthe same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows: Definitions.

Axon
Cloud Services" means Axon' s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence. com and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my. evidence. com. Axon Device" means all hardware provided by Axon under this Agreement. Quote" means anoffer tosell and is only valid for devices and services onthe quote atthe specified prices. Any terms within Agency' s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes inthe deployment estimated ship date may change charges inthe Quote. Shipping dates are estimates only. Axon is not responsible fortypographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. Term.

This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). All
subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7plans begin after shipment ofthe applicable Axon Device. If Axon ships the Axon Device in the first half ofthe month, the start date is the 1st of the following month. If Axon ships the Axon Device inthe second half ofthe month, the start date is the 15th ofthe following month. For purchases solelyof Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion ofthe Subscription Term, the Subscription Term will automatically renew for an additional5 years (" Renewal Term"). For purchase of TASER 7as a standalone, Axon may increase pricing toits then - current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives asigned Quote or accepts apurchase order, whichever isfirst. 3
Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations arenon -cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends apast due account tocollections, Agency isresponsible for collection and attorneys' fees. 4 Taxes. Agency isresponsible for sales and other taxes associated withthe order unless Agency provides Axon avalid tax exemption certificate. 5
Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery tothe common carrier. Agency is responsible for any shipping charges inthe Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state orfederal law. I
Itle: L I mei Department:

Legal Version:

13.0 Release Date: 3/31/ 2021 Page 1 of 22

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 388 of 1306 DocuSign Envelope ID: 449CB3A5- 8CFD- 4F4F- 96CD- 2E10AA60AA99 AA\k AXON Master Services and Purchasing Agreement between Axon and Agency
Warranty.

7. 1 Hardware Limited Warranty. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency' s execution of the Acceptance Form , except Signal Sidearm, which Axon warrants for 30 months from the date of Agency' s execution of the Acceptance Form. Axon warrants its Axon -manufactured accessories for 90-days from the date of Agency's execution of the Acceptance Form. Used conducted energy weapon (" CEW') cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1- year hardware warranty through the extended warranty term. Non -Axon manufactured Devices are not covered by Axon' s warranty. Agency should contact the manufacturer for support of non -Axon manufactured Devices.

7. 2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon' s sole responsibility is to repair or replace the Device with the same or like Device, at Axon' s option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of ( a) the remaining warranty of the original Axon Device or ( b) 90- days from the date of repair or replacement.

If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon' s property. Before delivering a Axon Device for service, Agency must upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Axon for service.

7. 3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices'). Spare Axon Devices are intended to replace broken or non- functioning units while Agency submits the broken or nonfunctioning units, through Axon' s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.

7. 4 Limitations. Axon' s warranty excludes damage related to: ( a) failure to follow Axon Device use instructions; ( b) Axon Devices used with equipment not manufactured or recommended by Axon; c) abuse, misuse, or intentional damage to Axon Device; ( d) force majeure; ( e) Axon Devices repaired or modified by persons other than Axon without Axon' s written permission; or ( f) Axon Devices with a defaced or removed serial number.

7. 4. 1 To the extent permitted by law, the above warranties and remedies are exclusive.

Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.

7. 4.2 Axon' s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon' s Service deliverables SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

Title: L I ftle]
Department: Legal
Version: 13. 0
Release Date: 3/ 31/ 2021 Page 2 of 22

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 389 of 1306 DocuSign Envelope ID: 449CB3A5-8CFD-4F4F-96CD-2E10AA60AA99 AXONMaster Services and Purchasing Agreement between
Axon and Agency
9 Axon Device Warnings. See www. axon. com/ legLal for the most current Axon Device warnings. 10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency' s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency' s election not to utilize any portion of an Axon bundle. 12 Insurance. Axon will maintain General Liability ($ 2, 000, 000), Workers' Compensation ($ 1, 000, 000), and Automobile Liability ($ 1, 000, 000) insurance. Upon request, Axon will supply certificates of insurance. 13 Indemnification. Axon will indemnify Agency' s officers, directors, and employees (" Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third -party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation.
14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.
15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third -parry' s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon' s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon' s IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third -party not approved by Axon; ( b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; ( c) use of Axon Devices and Services other than as permitted in this Agreement; or ( d) use of Axon software that is not the most current release provided by Axon. 16 Actency Responsibilities. Agency is responsible for (a) Agency' s use of Axon Devices; ( b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and ( c) a dispute between Agency and a third -party over Agency' s use of Axon Devices. 17 Termination.

17. 1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon' s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

17. 2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

17. 3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.

Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer' s suggested retail price (" MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non -appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.
18 Confidentiality. " Confidential Information" means nonpublic information designated as confidential or, Title: Lidej
Department: Legal
Version: 13. 0
Release Date: 3/ 31/ 2021 Page 3 of 22

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 390 of 1306 DocuSign Envelope ID: 449CB3A5- 8CFD- 4F4F- 96CD- 2E10AA60AA99 19 AXON Master Services and Purchasing Agreement between X Axon and Agency given
the nature of the information or circumstances surrounding disclosure, should reasonably be understood tobe confidential. Each Party will take reasonable measures toavoid disclosure, dissemination, or unauthorized useofthe other Party's Confidential Information. Unless required by law, neither Party will disclose theother Parry's Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. General.

19. 1 Force Majeure. Neither Party will be liable for any delay orfailure toperform due toa cause beyond a Party' sreasonable control. 19.
2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority tobind the other. This Agreement does not create apartnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 19. 3 Third - Party Beneficiaries. There are no third - party beneficiaries under this Agreement. 19. 4 Non - Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19. 5 Export Compliance. Each Party will comply withall import andexport control laws and regulations. 19. 6 Assignment. Neither Party may assign this Agreement without the other Party' s prior written consent.

Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposesoffinancing, merger, acquisition, corporate reorganization, or sale of all or substantially allits assets. This Agreement is binding upon the Parties respective successors and assigns. 19.
7 Waiver. No
waiver of
waiver
that right.
or

19. delay by either Party in exercising any right under this Agreement constitutesa 8 Severability. If a court of competent jurisdiction holds any portion ofthis Agreement invalid or unenforceable, the remaining portions ofthis Agreement will remain in effect. 19. 9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19. 10 Governing Law. The laws of the state where Agency is physically located, without reference toconflict oflaw rules, govern this Agreement andany dispute arising from it. The United Nations Convention forthe International Sale of Goods does not apply tothis Agreement. 19. 11 Notices. All notices must be in English. Notices posted on Agency' s Axon Evidence site are effective upon posting. Notices by email are effective onthe sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon:

Axon Enterprise, Inc. Agency: Indio Police Department Attn:

Legal Attn: 17800
N. 85th Street Street Address: 46800 Jackson St Scottsdale, Arizona 85255 City, State, Zip: Indio, CA 92201 legal@axon. com Email: 19.
12 Entire Agreement. This Agreement, including the Appendices and any SOW( s), represents the I Itle: L I mej Department:

Legal Version:

13. 0 Release Date: 3/31/ 2021 Page 4 of 22

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 391 of 1306 DocuSign Envelope ID: 449CB3A5-8CFD-4F4F-96CD-2E10AA60AA99 entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.

AXON:

Axon Enterprise, Inc.
by:

Wiz, i
Signature:' s naas+ 3+rwa2a
Name:

Bobby Driscoll
Title:

VP, Assoc. General counsel
Date: 3/ 31/ 2022 1 4: 45 PM MST
i de: ; 1 we I
Department: Legal
Version: 13. 0
Release Date: 3/ 31/ 2021
AGENCY:

Indio Police Department

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 392 of 1306 DocuSign Envelope ID: 449CB3A5- 8CFD- 4F4F- 96CD- 2E10AA60AA99 A AXON Master Services and Purchasing Agreement
Axon Cloud Services Terms of Use Appendix
Definitions.

Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.

Agency Content includes Evidence but excludes Non -Content Data.

Evidence" is media or multimedia uploaded into Axon Evidence as ' evidence' by an Agency.

Evidence is a subset of Agency Content.

Non -Content Data" is data, configuration, and usage information about Agency' s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content.

Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Access.

A. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (" TASER Data"). Agency may not upload nonTASER Data to Axon Evidence Lite.

B. Where an authorized user is required to " click through" or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

D. Upon Agency's written request, Axon shall provide Agency with a copy of its annual American Institute of Certified Public Accountants Service Organization Control ( SOC) 1 type 2 report and SOC 2 type 2 report ( for all Trust Services Principles), or successor form of SOC reports.

E. Axon will use its best efforts, but not less than commercially reasonable efforts, to ensure that no computer viruses, worms, malware, or similar items ( collectively, a " Virus") are introduced into Agency's computing and network environment by the Services, and that, where it transfers a Virus to Agency through the Services, it shall reimburse Agency the actual, documented cost incurred by Agency to remove and/or recover from the Virus, including the costs of persons employed by Agency to perform such services.

Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon' s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to ( a) perform troubleshooting, maintenance, or diagnostic screenings; and ( b) enforce this Agreement or policies governing use of the Axon products.
4 Security. A. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a Title: Title]
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comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. At all times during the term hereof, Axon agrees to comply with the most current Federal Bureau of Investigation Criminal Justice Information Services Security Policy and any and all Addendum( s) thereto.

B. Notwithstanding the foregoing, and without limiting Axon' s obligation of confidentiality herein, Axon shall be responsible for establishing, maintaining, and providing a written description to Agency of, a data privacy and information technology security program, including physical, technical, administrative, and organizational safeguards, that is designed to: ( a) ensure the security and confidentiality of the Agency Content; ( b) protect against any anticipated threats or hazards to the security or integrity of the Agency Content; ( c) protect against unauthorized disclosure, access to, or use of the Agency Content; ( d) ensure the proper disposal of Agency Content; and, ( e) ensure that all employees, and authorized agents, and subcontractors of Axon, if any, comply with all of the foregoing. The information technology security program shall incorporate data encryption safeguards that are compliant with, or are substantially similar to those comprising NIST FIPS- 140- 3. In no case shall the safeguards of Axon' s data privacy and information security program used to protect Agency Content be less stringent than the safeguards used by Axon for its own data.

C. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Agency Content or the physical, technical, administrative, or organizational safeguards put in place by Axon that relate to the protection of the security, confidentiality, or integrity of Agency Content, Axon shall, as applicable: ( a) notify Agency as soon as practicable but no later than forty- eight ( 48) hours of becoming aware of such occurrence; ( b) cooperate with Agency in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Agency; ( c) in the case of personally identifiable information (" PII"), at Agency' s sole election, ( i) notify the affected individuals who comprise the PH as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798. 82, or, in the absence of any legally required notification period, within five ( 5) calendar days of the occurrence; or, ( ii) reimburse Agency for any costs in notifying the affected individuals; ( d) in the case of PII, provide third -party credit and identity monitoring services to each of the affected individuals who comprise the PI for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve ( 12) months following the date of notification to such individuals; e) perform or take any other actions required to comply with applicable law as a result of the occurrence; ( f) without limiting Axon' s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Agency for any and all claims and liabilities, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Agency in connection with the occurrence up to the limits of Axon' s Cyber Liability policy required herein for any negligent act or omission; ( g) be responsible for recreating lost Agency Content as reasonably required by Agency and without charge to Agency; and, ( h) provide to Agency a detailed plan within ten ( 10) calendar days of the occurrence describing the measures Axon will undertake to prevent a future occurrence.
5 Aagency Responsibilities. Agency is responsible for ( a) ensuring Agency owns Agency Content; b) ensuring no Agency Content or Agency end user' s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and ( c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user' s access to Axon Cloud Services.

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Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency' s account or Agency Content, or if account information is lost or stolen.

Privacy.

A. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon reasonable access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; ( b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems.

B Axon is provided a limited license to access Agency Content for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Agency Content only to the extent necessary in the providing of the Services. Axon shall: ( a) keep and maintain Agency Content in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; ( b) use and disclose Agency Content solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; ( c) allow access to Agency Content only to those employees and authorized agents of Axon who are directly involved with and responsible for providing the Cloud Services; and, ( d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Agency Content, or any form of aggregated or anonymized data derived from Agency Content of from Agency' s use of the Cloud Services, for Axon' s own purposes or for the benefit of anyone other than Agency without Agency's prior written consent.Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at htt;)s:// www.axon. com/ lecial/ cloud- services- privacy- pol Ic. 7 Axon Body 3 Wi- Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/ GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi- Fi Positioning for Agency' s Axon Cloud Services tenant. When Wi- Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. (" Skyhook") to facilitate the Wi- Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency' s Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.
9 Location of Storage. Axon may transfer Agency Content to third -party subcontractors for storage.

Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership ofAgency Content remains with Agency. Any and all cloud based storage iite: Limej
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used in the performance of the Services shall comply with ISO/IEC 27001 through 27018, as applicable. Notwithstanding Axon' s use of any such third party providers, Axon shall remain primarily responsible for performance of this Agreement. 10 Suspension. Axon may temporarily suspend Agency' s or any end user' s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user' s use of or registration for Axon Cloud Services may ( a) pose a security risk to Axon Cloud Services or any third -party; ( b) adversely impact Axon Cloud Services , the systems, or content of any other customer; ( c) subject Axon, Axon' s affiliates, or any third -party to liability; or ( d) be fraudulent.

Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency' s Axon Records Subscription Term, Agency will be entitled to receive Axon' s Update and Upgrade releases on an if -and -when available basis.

The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term (" Axon Records Subscription") An " Update" is a generally available release of Axon Records that Axon makes available from time to time. An " Upgrade" includes ( i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/ or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.

New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the ( 1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 13 Axon Claud Services Restrictions. Agency and Agency end users ( including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

13. 1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;

13. 2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same;

13. 3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

13. 4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;

13. 5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;

13. 6 remove, alter, or obscure any confidentiality or proprietary rights notices ( including copyright and trademark notices) of Axon' s or Axon' s licensors on or within Axon Cloud Services; or

13. 7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code.

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14 After Termination. Axon will not delete Agency Content for 90- days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90- days and will thereafter, unless legally prohibited, delete all Agency Content.

Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.
15 Post -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon' s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.
16 U. S. Government Rights. If Agency is a U. S. Federal department or using Axon Cloud Services on behalf of a U. S. Federal department, Axon Cloud Services is provided as a " commercial item," commercial computer software," " commercial computer software documentation," and " technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U. S. Government and these terms fail to meet the U. S. Government' s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.
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Axon Customer Experience Improvement Program Appendix
Axon Customer Experience Im rovement Program ( ACEIP). The ACEIP is designed to accelerate Axon' s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products ( collectively, " ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program ( including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

1. 1 ACEIP Tier 1.

1. 1. 1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content ( collectively, " ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual Privacy Preserving Technique( s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted.

This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency' s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices For example; ( a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources ( including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; ( b) when extracting license plate data to improve Automated License Plate Recognition ( ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; ( c) when extracting audio of potential acoustic events ( such as glass breaking or gun shots), very short segments (< 1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

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applicable to the Agency Content or ACEIP Content (" Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice ( by updating the list of Use Case at htips://www.axon. com/scieiwand providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) (" New Use Case").

1. 1. 2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1. 1. 1, within 30 days of receiving the Agency' s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency.

1. 2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon' s services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de -identified data.

Check this box if Agency wants to help further improve Axon' s services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https:// www, axon. com/ sales- terms- and- conditions and incorporated herein by reference.

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Professional Services Appendix
Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date.
2 Body -Worn Camera Full Service ( BWC Full Service). BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on -site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on -site services are appropriate. If Agency requires more than 4 consecutive on - site days, Agency must purchase additional days. BWC Full Service options include:

System set up and configuration
Instructor -led setup of Axon View on smartphones (if applicable) Configure categories and custom roles based on Agency need Register cameras to Agency domain
Troubleshoot IT issues with Axon Evidence and Axon Dock (" Dock") access One on -site session included
Dock configuration
Work with Agency to decide the ideal location of Docks and set configurations on Dock Authenticate Dock with Axon Evidence using admin credentials from Agency On -site assistance, not to include physical mounting of docks Best practice implementation planning session
Provide considerations for the establishment of video policy and system operations best practices based on Axon' s observations with other agencies Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management
Provide referrals of other agencies using the Axon camera devices and Axon Evidence Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step- by- step explanation and assistance for Agency' s configuration of security, roles & permissions, categories & retention and otherspecific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency' s in- house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on -site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go -live training and support sessions
Assistance with device set up and configuration
Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go -live review
3 Body -Worn Camera Starter Service ( BWC _Starter . BWC Starter includes advance remote project planning and configuration support and one day of on -site Services and a professional services manager to work closely with Agency to assess Agency' s deployment and determine which Services are appropriate. If Agency requires more than 1 day of on -site Services, Agency must purchase additional on -site Services. The BWC Starter options include:

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System set up and configuration ( Remote Support)
Instructor -led setup of Axon View on smartphones ( if applicable) Configure categories & custom roles based on Agency need Troubleshoot IT issues with Axon Evidence and Axon Dock (" Dock") access Dock configuration
Work with Agency to decide the ideal location of Dock setup and set configurations on Dock Authenticate Dock with Axon Evidence using " Administrator" credentials from Agency Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency' s in- house instructors who can support Agency' s Axon camera and Axon Evidence training needs after Axon' s has fulfilled its contracted on -site obligations End user go -live training and support sessions
Assistance with device set up and configuration
Training on device use. Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies. and categories & roles guide
4 Body -Worn Camera Virtual 1- Day Service ( BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package, except one day of on -site services. 5 CEW Services Packages. CEW Services Packages are detailed below - System set up and configuration
Configure Axon Evidence categories & custom roles based on Agency need.

Troubleshoot IT issues with Axon Evidence.

Register users and assign roles in Axon Evidence.

For the CEW Full Service Package: On - site assistance included For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).

Ideally, Project Manager will be assigned to Agency 4- 6 weeks before rollout Best practice implementation planning session to include:

Provide considerations for the establishment of CEW policy and system operations best practices based on Axon' s observations with other agencies Discuss the importance of entering metadata and best practices for digital data management Provide referrals to other agencies using TASER CEWs and Axon Evidence For the CEW Full Service Package: On -site assistance included For the CEW Starter Package, Virtual assistance included System Admin and troubleshooting training sessions
On -site sessions providing a step- by- step explanation and assistance for Agency' s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
Provide training on the Axon Evidence to educate instructors who can support Agency' s subsequent Axon Evidence training needs.

For the CEW Full Service Package: Training for up to 3 individuals at Agency For the CEW Starter Package: Training for up to 1 individual at Agency Title: L I itiej
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TASER CEW inspection and device assignment
Axon' s on -site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go -live review
For the CEW Full Service Package: On -site assistance included.

For the CEW Starter Package: Virtual assistance included. 6 Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon' s on -site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.

Return of Old Weapons
Axon' s on -site professional service team will ship all old weapons back to Axon' s headquarters.

Axon will provide Agency with a Certificate of Destruction Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course.
7 Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on -site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed -upon installation date( s). Installation includes:

Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testinq of Siqnal Sidearm device
Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

Delivery of Services. Axon personnel will work Monday through Friday, 8: 30 a. m. to 5: 30 p. m., except holidays. Axon will perform all on -site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices (" User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices ( whether performed by Agency or Axon), Agency must prepare the location( s) where Axon Devices are to be installed Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it Department: Legal
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12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services.
13 Agency Network. For work performed by Axon transiting or making use of Agency' s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency' s network from any cause. i itie: L i mej
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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1- year Hardware Limited Warranty.
2 Officer Safety Plan. If Agency purchases an Officer Safety Plan (" OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.
3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month (" OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body -worn camera (" BWC Upgrade") as scheduled in the Quote.

If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon' s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.
5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote (" Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single -bay Axon Dock, the Dock Upgrade will be a single -bay Axon Dock model that is the same or like Axon Device, at Axon' s option. If Agency originally purchased a multi -bay Axon Dock, the Dock Upgrade will be a multi -bay Axon Dock that is the same or like Axon Device, at Axon' s option.
6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7 Upgrade Chime. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.
8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.

Termination. IfAgency' s payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9. 1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9. 2 Axon will not and has no obligation to provide the Upgrade Models.

9. 3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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TASER 7 Appendix
This TASER 7 Appendix applies to Agency' s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon.

Duty Cartridge Replenishment Plan. If the Quote includes " Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia ( collectively, " Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically.

Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5- year term, which includes the hardware manufacturer' s warranty plus the 4- year extended term.
4 Trade- in. If the Quote contains a discount on CEW- related line items, including items related to OSP, then that discount may only be applied as a trade- in credit, and Agency must return used hardware and accessories associated with the discount ("Trade -In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade -In Units within the timeframe below, Axon will invoice Agency the value of the tradein credit. Agency may not destroy Trade -In Units and receive a trade- in credit.

Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days
100 to 499 officers 90 days _
500+ officers 180 days
TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.

Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies.

Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.
3 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:

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8. 1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.

8. 2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non -appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.

8. 3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan.

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Axon Auto -Tagging Appendix
1 Scope. Axon Auto -Tagging consists of the development of a module to allow Axon Evidence to interact with Agency' s Computer -Aided Dispatch (" CAD") or Records Management Systems (" RMS").

This allows end users to auto -populate Axon video meta -data with a case ID, category, and location - based on data maintained in Agency' s CAD or RMS.
2 Support. For thirty days after completing Auto -Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto -Tagging subscription.

Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon' s performance of Auto -Tagging Services requires Agency to:

4. 1 Make available relevant systems, including Agency' s current CAD or RMS, for assessment by Axon ( including remote access if possible);

4.2 Make required modifications, upgrades or alterations to Agency' s hardware, facilities, systems and networks related to Axon' s performance of Auto -Tagging Services;

4. 3 Provide access to the premises where Axon is performing Auto -Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto -Tagging Services;

4. 4 Provide all infrastructure and software information ( TCP/ IP addresses, node names, network configuration) necessary for Axon to provide Auto -Tagging Services;

4. 5 Promptly install and implement any software updates provided by Axon;

4. 6 Ensure that all appropriate data backups are performed;

4. 7 Provide assistance, participation, and approvals in testing Auto -Tagging Services;

4. 8 Provide Axon with remote access to Agency' s Axon Evidence account when required;

4. 9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and

4. 10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up- to- date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency' s relevant computers, network systems, and CAD or RMS solely for performing Auto -Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

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Service Level Agreement
Appendix
This Service Level Agreement ( SLA) is a policy governing the use of the Evidence. COMTM Service Offerings Service Offerings) under the MSPA.

Definitions.

Downtime" are periods of time, measured in minutes, in which the Service Offering is Unavailable to the Agency. Downtime does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described in Exclusions.

Incident" a period of time in which the Agency experiences Downtime.

Maximum Available Minutes" is the total accumulated minutes during a Service Month for the Service Offering.

Monthly Uptime Percentage" is ( Maximum Available Minutes - Downtime) / Maximum Available Minutes " 100.

Scheduled Downtime" are periods of time, measured in minutes, in which the Service Offering is unavailable to the Agency and in which the period of time falls within scheduled routine maintenance or planned maintenance timeframes.

Service Month" is a calendar month at Coordinated Universal Time ( UTC).

Unavailable" and " Unavailability" is when the Service Offering does not allow for the upload of evidence files, viewing of evidence files or interactive login by an end -user. 2 Service Level Ob-ective. Axon will use commercially reasonable efforts to make the Service Offerings available 99. 99% of the time.
3 Guaranteed Service Level and Credits. If Axon fails to make the Service Offering available to the defined Monthly Uptime Percentage availability levels, the Agency may be entitled to Service Credits. Service Credits are awarded as days of Service Offering usage added to the end of the Service Offerings subscription term at no charge to the Agency.

Monthly Uptime Percentage Service Credit in Days
Less than 99. 9% 3
Less than 99. 0% 7
4 Requestinc Service Credits. In order for Axon to consider a claim for Service Credits, the Agency must submit the claim to Axon' s customer support, including all information necessary for Axon to validate the claim, including but not limited to: ( i) a detailed description of the Incident; ( ii) information regarding the time and duration of the Incident; ( iii) the number and location( s) of affected users ( if applicable); and ( iv) descriptions of your attempts to resolve the Incident at the time of occurrence.

4. 1 Axon must receive the claim within one month of the end of the month in which the Incident that is the subject of the claim occurred. For example, if the Incident occurred on February 12th, Axon must receive the claim and all required information by March 31 st.

4. 2 Axon will evaluate all information reasonably available to Axon and make a good faith determination of whether a Service Credit is owed. Axon will use commercially reasonable efforts to process claims during the subsequent month and within forty five ( 45) days of receipt. The Agency must be in compliance with all Axon agreements in order to be eligible for a Service Credit.

If Axon determines that a Service Credit is owed to the Agency, Axon will apply the Service Credit i itie: L i iuej
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to the end of the Agency' s Service Offering subscription term. Service Credits may not be exchanged for or converted to monetary amounts.
5 Service Maintenance. Maintenance will take place according to Axon' s prevailing Maintenance Schedule, which may be found at: https:/iwww.axon. com/trusUMaintenance. Maintenance periods may periodically result in the Service Offerings being Unavailable to the Agency. Downtime falling within Scheduled Routine or Planned maintenance is Scheduled Downtime and is not eligible for Service Credits
Emergency maintenance may have less than a 24-hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by Axon. Emergency maintenance falling outside Scheduled Routine or Planned maintenance is eligible for Service Credits
6 Exclusions. The Service Commitment does not apply to any unavailability, suspension or termination of the Service Offerings, or any other Evidence.com performance issues: ( a) caused by factors outside of Axon' s reasonable control, including any force majeure event, terrorism, sabotage, virus attacks, or Internet access or related problems beyond the demarcation point of the Service Offerings ( including Domain Name Server issues outside Axon' s direct control); ( b) that result from any actions or inactions of the Agency or any third party; ( c) that result from the Agency' s communication delays, including wrong, bad or missing data, improperly formatted, organized or transmitted data received, or any other data issues related to the communication or data received from or through the Agency; ( d) that result from Agency equipment, software or other technology and/ or third party equipment, software or other technology ( other than third party equipment within Axon' s direct control); ( e) that result from any maintenance as provided for pursuant to this SLA; or f) arising from Axon' s suspension and termination of Agency' s right to use the Service Offerings in accordance with this Agreement.

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614
Indio Police Department
Indio PD Policy Manual
Copyright Lexipol, LLC 2023/02/28, All Rights Reserved.

Published with permission by Indio Police Department
***DRAFT*** Unmanned Aerial System (UAS) Operations -
1 Unmanned Aerial System (UAS) Operations
614.1 PURPOSE AND SCOPE
The purpose of this policy is to establish guidelines for the use of an unmanned aerial system (UAS) and for the storage, retrieval and dissemination of images and data captured by the UAS. 614.1.1 DEFINITIONS
Definitions related to this policy include:

Unmanned Aerial System (UAS) - An unmanned aircraft of any type that is capable of sustaining directed flight, whether preprogrammed or remotely controlled (commonly referred to as an unmanned aerial vehicle (UAV)), and all of the supporting or attached systems designed for gathering information through imaging, recording or any other means.

Digital Multimedia Evidence (DME): Digital recording of images, sounds, and associated data.

Model Aircraft: A remote controlled aircraft used by hobbyists that is built, produced, manufactured, and operated for the purposes of sport, recreation, and/or competition Unmanned Aircraft System (UAS): A system that includes the necessary equipment, network, and personnel to control an unmanned aircraft.

Small Unmanned Aircraft Systems (sUAS): UAS systems that utilize UAVs weighing less than 55 pounds and are consistent with Federal Aviation Administration (FAA) regulations governing model aircraft.

UAS Flight Crewmember: A pilot, visual observer, payload operator or other person assigned duties for a UAS for the purpose of flight or training exercise.

Unmanned Aircraft Pilot: A person exercising control over a UA/UAV/UAS during flight.

Unmanned Aircraft (UA) or Unmanned Aerial Vehicle (UAV): An aircraft that is intended to navigate in the air without an on-board pilot. Also alternatively called Remotely Piloted Aircraft (RPA), Remotely Operated Vehicle (ROV), or Drone.
614.2 POLICY
Unmanned aerial systems may be utilized to enhance the department’s mission of protecting lives and property when other means and resources are not available or are less effective. Any use of a UAS will be in strict accordance with constitutional and privacy rights and Federal Aviation Administration (FAA) regulations.
614.3 PRIVACY
The use of the UAS potentially involves privacy considerations. Absent a warrant or exigent circumstances, operators and observers shall adhere to FAA altitude regulations and shall not intentionally record or transmit images of any location where a person would have a reasonable expectation of privacy (e.g., residence, yard, enclosure). Operators and observers shall take

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Indio PD Policy Manual
Unmanned Aerial System (UAS) Operations
Copyright Lexipol, LLC 2023/02/28, All Rights Reserved.

Published with permission by Indio Police Department ***DRAFT*** Unmanned Aerial System (UAS) Operations - 2 reasonable precautions to avoid inadvertently recording or transmitting images of areas where there is a reasonable expectation of privacy. Reasonable precautions can include, for example, deactivating or turning imaging devices away from such areas or persons during UAS operations. 614.4 PROGRAM COORDINATOR
The Chief of Police will appoint a program coordinator who will be responsible for the management of the UAS program. The program coordinator or designee will ensure that policies and procedures conform to current laws, regulations and best practices and will have the following additional responsibilities:
• Coordinating the FAA Certificate of Waiver or Authorization (COA) application process and ensuring that the COA is current.
• Ensuring that all authorized operators and required observers have completed all required FAA and department-approved training in the operation, applicable laws, policies and procedures regarding use of the UAS.
• Developing uniform protocol for submission and evaluation of requests to deploy a UAS, including urgent requests made during ongoing or emerging incidents.

Deployment of a UAS shall require written authorization of the Chief of Police or the authorized designee, depending on the type of mission.
• Developing protocol for conducting criminal investigations involving a UAS, including documentation of time spent monitoring a subject.
• Implementing a system for public notification of UAS deployment. • Developing an operational protocol governing the deployment and operation of a UAS including, but not limited to, safety oversight, use of visual observers, establishment of lost link procedures and secure communication with air traffic control facilities. • Developing a protocol for fully documenting all missions. • Developing a UAS inspection, maintenance and record-keeping protocol to ensure continuing airworthiness of a UAS, up to and including its overhaul or life limits. • Developing protocols to ensure that all data intended to be used as evidence are accessed, maintained, stored and retrieved in a manner that ensures its integrity as evidence, including strict adherence to chain of custody requirements. Electronic trails, including encryption, authenticity certificates and date and time stamping, shall be used as appropriate to preserve individual rights and to ensure the authenticity and maintenance of a secure evidentiary chain of custody.
• Developing protocols that ensure retention and purge periods are maintained in accordance with established records retention schedules. • Facilitating law enforcement access to images and data captured by the UAS. • Recommending program enhancements, particularly regarding safety and information security.
• Ensuring that established protocols are followed by monitoring and providing periodic reports on the program to the Chief of Police.

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Indio PD Policy Manual
Unmanned Aerial System (UAS) Operations
Copyright Lexipol, LLC 2023/02/28, All Rights Reserved.

Published with permission by Indio Police Department ***DRAFT*** Unmanned Aerial System (UAS) Operations - 3 614.5 USE OF UAS
Only authorized operators who have completed the required training shall be permitted to operate the UAS.

Use of vision enhancement technology (e.g., thermal and other imaging equipment not generally available to the public) is permissible in viewing areas only where there is no protectable privacy interest or when in compliance with a search warrant or court order. In all other instances, legal counsel should be consulted.

UAS operations should only be conducted during daylight hours and a UAS should not be flown over populated areas without FAA approval al . This agency has adopted the use of sUAS to provide an aerial visual perspective in responding to emergency situations and exigent circumstances, and for the following objectives:
• Situational Awareness: To assist decision makers (e.g., incident command staff; first responders; city, county, and state officials) in understanding the nature, scale, and scope of an incident—and for planning and coordinating an effective response. • Search and Rescue: To assist missing person investigations, AMBER Alerts, Silver Alerts, and other search and rescue missions.
• Tactical Deployment: To support the tactical deployment of officers and equipment in emergency situations (e.g., incidents involving hostages and barricades, support for large scale tactical operations, and other temporary perimeter security situations). • Visual Perspective: To provide an aerial visual perspective to assist officers in providing direction for crowd control, traffic incident management, special circumstances, and temporary perimeter security.
• Scene Documentation: To document a crime scene, accident scene, or other major incident scene (e.g., disaster management, incident response, large-scale forensic scene investigation).
614.6 PROHIBITED USE
The UAS video surveillance equipment shall not be used:
• To conduct random surveillance activities.
• To target a person based solely on individual characteristics, such as, but not limited to race, ethnicity, national origin, religion, disability, gender or sexual orientation. • To harass, intimidate or discriminate against any individual or group. • To conduct personal business of any type.

The UAS shall not be weaponized.

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Indio PD Policy Manual
Unmanned Aerial System (UAS) Operations
Copyright Lexipol, LLC 2023/02/28, All Rights Reserved.

Published with permission by Indio Police Department ***DRAFT*** Unmanned Aerial System (UAS) Operations - 4 614.7 RETENTION OF UAS DATA
Data collected by the UAS shall be retained as provided in the established records retention schedule. 1. All Digital Multimedia Evidence (DME) shall be handled in accordance with existing policy on data and record retention, where applicable.

2. All DME shall be securely downloaded at the completion of each mission. The sUAS-certified operators will record information for each file that shall include the date, time, location, and case reference numbers or other mission identifiers and identify the sUAS personnel involved in mission.

3. Officers shall not edit, alter, erase, duplicate, copy, share, or otherwise distribute in any manner sUAS DME without prior written authorization and approval of their supervisor or their designee.

4. All access to sUAS DME must be specifically authorized by the unit supervisor or their designee, and all access is to be audited to ensure that only authorized users are accessing the data for legitimate and authorized purposes.

5. Files should be securely stored in accordance with agency policy and state records retention laws and retained no longer than necessary for purposes of training or for use in an investigation or prosecution.

6. sUAS supervisory personnel shall manage all deployments and uses of sUAS to ensure that officers equipped with sUAS devices utilize them in accordance with policy and procedures defined herein.

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A. MILITARY USE EQUIPMENT

1. Robots: A remotely-controlled unmanned machine that operates on the ground, which is utilized to enhance the safety of the community and officers. (Desert Regional SWAT Asset) a. Description, quantity, capabilities, and purchase cost i. ICOR Technology Mini-CALIBER Robot, cost: $40,000, quantity: 1. Lightweight, modular and one-man portable, the Mini-CALIBER SWAT and EOD Robot is tested and recommended by the National Tactical Officers Association (NTOA). Designed for rapid tactical missions, the robot is simple to operate and quick to deploy for searching rooms, hallways, stairwells and confined spaces. With rubber tracks and articulating front and rear flippers, the Mini-CALIBER effortlessly climbs stairs. It also includes an extendible rotating claw arm that simplifies opening door handles.
b. Purpose
To be used to remotely gain visual/audio data, deliver CNT phone, open doors, clear buildings and deliver chemical munitions.
c. Authorized Use
Operators who have completed the required training shall be permitted to operate the robots. d. Expected Lifespan 8-10 years.
e. Fiscal Impact
Annual maintenance and battery replacement cost is approximately $600 (Batteries replaced at 3-4 years).
f. Training
All robot operators receive training annually during SWAT training days. g. Legal and Procedural Rules
It is the policy of the IPD to utilize a robot only for official law enforcement purposes and in a manner that respects the privacy of our community, pursuant to State and Federal law.

2. Armored Vehicles: Commercially produced wheeled armored personnel vehicle utilized for lawenforcement purposes. (Desert Regional SWAT Asset. Both armored vehicles are owned and maintained by the Palm Springs Police Department).
a. Description, quantity, capabilities, and purchase cost i. LENCO BEARCAT, cost: $300,000, quantity: 1. The Lenco BearCat is an armored vehicle that seats 10-12 personnel with an open floor plan that allows for the rescue of downed personnel. It can stop various projectiles, which provides greater safety to citizens and officers beyond the protection level of shield and personal body armor. ii. LENCO BEAR, cost: $600,000, quantity: 1. The Lenco BEAR, is an armored vehicle that seats 16-18 personnel with an open floor plan that allows for the rescue of downed personnel.

The Bear has increased ground clearance and a robust suspension which allows for an emergency response to almost any situation. It can stop various projectiles, which provides greater safety to citizens and officers beyond the protection level of shield and personal body armor. The Lenco BEAR features a heavy-duty hydraulic RAM mounted to the front of the vehicle. The removable RAM raises and lowers with interior controls and is capable of breaching doors, concrete barriers, and moving other large items. The RAM is a multipurpose tool, which can also be equipped with a 360-degree camera system and a delivery system for non- lethal munitions.
b. Purpose

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To be used in response to critical incidents to enhance officer and community safety, improve scene containment and stabilization, and assist in resolving critical incidents. c. Authorized Use
The use of armored vehicles shall only be authorized by a watch commander or SWAT commander, based on the specific circumstances of a given critical incident. Armored vehicles shall be used only by officers trained in their deployment and in a manner consistent with Department policy and training.
d. Expected Lifespan
Lenco BearCat and BEAR, 25 years.
e. Fiscal Impact
None. Maintenance is handled through the City of Palm Springs. f. Training
All drivers/operators shall attend formalized instruction and be trained in vehicle operations and practical driving instruction. BEAR drivers are required to obtain a Class B driver's license prior to use.
g. Legal and Procedural Rules
It is the policy of the Department to utilize armored vehicles only for official law enforcement purposes and pursuant to State and Federal law.

3. 40 MM Launchers and Rounds: 40MM Launchers are utilized by department personnel as a lesslethal tool to launch impact rounds. a. Description, quantity, capabilities, and purchase cost i. DEFENSE TECHNOLOGY, 40MM SINGLE SHOT LAUNCHER, #1425, cost: $1000, quantity: 26. The 40MM Single Launcher is a tactical single-shot launcher that features an expandable ROGERS Super Stoc™ and an adjustable Integrated Front Grip (IFG) with light rail. It will fire standard 40mm less-lethal ammunition, up to 4.8 inches in cartridge length. ii. PENN ARMS, 40MM PUMP MULTI-LAUNCHER, #P540-1, cost: $3,000, quantity: 4.

Penn Arms 40MM launchers are manufactured using 4140 hardened steel, 6061-T6 mil-spec anodized aluminum and DuPont super tough glass-filled nylon. These launchers are lightweight, versatile and used worldwide by police and corrections officers. It will fire standard 40mm less-lethal ammunition, up to 4.8 inches in cartridge length. iii. DEFENSE TECHNOLOGY, 40MM EXACT IMPACT SPONGE, #6325, cost: $29, quantity:

98. The eXact IMpact 40mm Sponge Round is a point-of-aim, point-of- impact direct-fire round. This lightweight, high-speed projectile consisting of a plastic body and sponge nose that is spin-stabilized via the incorporated rifling collar and the 40mm launcher's rifled barrel.

The round utilizes smokeless powder as the propellant, and, therefore, has velocities that are extremely consistent. Used for Crowd Control, Patrol, and Tactical Applications. iv. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT OC, #6320, cost: $30, quantity:

80. The 40mm Direct Impact® munition is a point-of-aim, point-of-impact direct-fire round. An excellent solution whether you need to incapacitate a single subject or control a crowd. When loaded with OC powder, the Direct Impact combines blunt trauma with the effects of an irritant powder, maximizing the potential for incapacitation. NOTE: The current 40mm OC munitions inventory is expired and is

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being retained in a secure location for training use only. v. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT MARKING, #6326, cost: $30, quantity: 26. The 40mm Direct Impact® munition is a point-of-aim, point-of-impact directfire round. An excellent solution whether you need to incapacitate a single subject or control a crowd. When loaded with a green marking agent, the Direct Impact can be used to indicate the aggressor in a crowd or riot situation to the team on the ground. NOTE: The current 40mm marking munitions inventory is expired and is being retained in a secure location for training use only.
vi. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT INERT, #6323, cost: $30, quantity: 3. The 40mm Direct Impact® munition is a point-of-aim, point-of-impact directfire round. An excellent solution whether you need to incapacitate a single subject or control a crowd. The black-nosed inert munition is a great option for training. NOTE: The current 40mm inert munitions inventory is expired and is being retained in a secure location for training use only.
b. Purpose
To limit the escalation of conflict where employment of lethal force is prohibited or undesirable.
c. Authorized Use
Situations for use of the less lethal weapon systems may include, but are not limited to:
i. Self-destructive, dangerous and/or combative individuals. ii. Riot/crowd control and civil unrest incidents.
iii. Circumstances where a tactical advantage can be obtained. iv. Potentially vicious animals.
v. Training exercises or approved demonstrations.
d. Expected Lifespan
Defense Technology #1425 40mm Single Launcher- 20 years. Penn Arms #P540-1 40mm Multi-Launcher- 25 years.

Defense Technology #6325 Exact Impact Sponge- 5 years. Defense Technology #6320 Direct Impact OC- 5 years.

Defense Technology #6326 Direct Impact Marking- 5 years. Defense Technology #6323 Direct Impact Inert- 5 years.
e. Fiscal Impact
Annual maintenance is approximately $50 for each launcher. Munitions need to be replaced at end of life (5-years) or as needed upon use.
f. Training
Sworn members utilizing 40MM less-lethal chemical agents or impact rounds are trained in their use by POST-certified less lethal and chemical agent instructors. g. Legal and Procedural Rules
Use is established under IPD Policy Section 308.6 and 308.9. It is the policy of the IPD to utilize the 40mm only for official law enforcement purposes, and pursuant to State and Federal law, including those regarding the use of force.

4. Combined Systems LC5 40MM Launching Cup: Cup that attaches to 12 gauge less-lethal shotguns which allow officers to launch canisters of chemical agents or smoke. a. Description, quantity, capabilities, and purchase cost COMBINED SYSTEMS LC5 40MM LAUNCHING CUP, cost: $315, quantity: 2. The

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LC5 Launching Cups are designed for the 5200 series grenades. The cups can be attached to virtually any 12ga shotgun and the munition is launched with the Combined Systems model 2600 launching cartridge.
b. Purpose
To limit the escalation of conflict where employment of lethal force is prohibited or undesirable.
c. Authorized Use
Situations for use of the less-lethal weapon systems may include, but are not limited to:
i. Self-destructive, dangerous and/or combative individuals. ii. Riot/crowd control and civil unrest incidents.
iii. Circumstances where a tactical advantage can be obtained. iv. Potentially vicious animals.
v. Training exercises or approved demonstrations.
d. Expected Lifespan
Combined Systems LC5 40MM Launching Cup- 25 years
e. Fiscal Impact
No annual maintenance. However, replacement costs to maintain an adequate supply. f. Training
Officers utilizing the launching cups are trained by POST-certified chemical agent instructors.
g. Legal and Procedural Rules
Use is established under IPD Policy Section 308..6. It is the policy of the IPD to utilize the 40mm launching cups to deliver chemical agents and/or smoke only for official law enforcement purposes, and pursuant to State and Federal law, including those regarding the use of force.

5. Distraction Devices: A device used to distract dangerous persons. a. Description, quantity, capabilities, and purchase cost i. COMBINED TACTICAL SYSTEMS, 7290M MINI FLASH-BANG, cost: $42, quantity:

9. The CTS 7290M Mini Flash-Bang is the newest generation in the evolution of the FlashBang. The Flash-Bang exhibits all of the same attributes as its larger counterpart but in a smaller and lighter package. Weighing in at just 15 ounces the new 7290M is approximately 30% lighter than the 7290 but still has the same 175db output of the 7290 and produces 6-8 million candela of light. The patented design of the 7290M, incorporates a porting system that eliminates movement of the body at detonation even if the top or bottom of the device should be in contact with a hard surface. In addition, internal adjustments have greatly reduced smoke output.
ii. COMBINED TACTICAL SYSTEMS, 7290-3 FLASH-BANG cost $109, quantity: 1. A non-bursting, non-fragmenting multi-bang device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations.
iii. COMBINED TACTICAL SYSTEMS, 7290-6 FLASH-BANG, cost $135, quantity: 1. A non-bursting, non-fragmenting multi-bang device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations.
iv. COMBINED TACTICAL SYSTEMS, 7290-9 FLASH-BANG, cost $146, quantity: 1. A

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non-bursting, non-fragmenting multi-bang device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations.
b. Purpose
A distraction device is ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other high-risk arrest situations. To produce atmospheric over- pressure and brilliant white light and, as a result, can cause short-term (6-8 seconds) physiological/psychological sensory deprivation to give officers a tactical advantage.

Can also be used as an option when confronted by vicious animals. c. Authorized Use
Diversionary Devices shall only be used:
i. By officers who have been trained in their proper use. ii. During barricaded subject and/or hostage situations. iii. During high-risk warrant services.
iv. When discouraging dangerous animals from attacking
v. During riotous situations or to restore or maintain order during civil disturbances. vi. Circumstances wherein distraction of violent and/or emotionally disturbed persons and/or those under the influence of alcohol/drugs is believed necessary to facilitate apprehension/custody.
vii. Situations wherein the Incident Commander or on-scene Supervisor deems their use necessary to safely resolve the incident.
viii. During training exercises.
d. Expected Lifespan
All of the above-listed distraction devices are single-use and expire after five years. e. Fiscal Impact
No annual maintenance. However, replacement costs to maintain an adequate supply. f. Training
Prior to use, officers must attend divisionary device training that is conducted by POST-certified instructors.
g. Legal and Procedural Rules
Use is established under IPD Policy Section 415. It is the policy of the IPD to utilize diversion devices only for official law enforcement purposes, and pursuant to State and Federal law regarding the use of force.

6. Rifles: Guns that are fired from shoulder level, having a longer, grooved barrel intended to make bullets spin and thereby have greater accuracy over a long distance. a. Description, quantity, capabilities, and purchase cost i. AMERICAN DEFENSE MANUFACTURING AR-15, 5.56 CALIBER RIFLE, MODEL UIC MOD1, cost: $1,200, quantity: 53. Built on a billet aluminum, fully ambidextrous upper and lower receiver set, the ADM UIC MOD 1 is the Law Enforcement Duty Carbine of the UIC line. Barrel lengths vary and include 11.5”, 14.5”, and 16” barrels. This is the standard AR-15 style rifle issued to officers and utilized by law enforcement agencies nationwide. ii. COLT M-4, .223 CALIBER RIFLE, MODEL LE6946CQB, cost: $1,400, quantity: 12. The LE6946CQB displays fresh ingenuity with a folding front sight for enhanced optical solutions, and a straight gas tube and a removable lower rail which provides

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modularity for under mounting accessories. The patented one-piece monolithic upper receiver incorporates a continuous Mil-Spec rail from the rear of the upper receiver to the front sight.

This feature affords unmatched repeatability for mounting optical systems, not found with separate handguard rail systems. Designed with accuracy in mind, its true free-floating barrel provides the enhanced accuracy necessary for long- range acquisition capability. This selectfire rifle is issued to SWAT operators assigned to the Desert Regional SWAT Team. iii. BUSHMASTER M-4, .223 CALIBER RIFLE, MODEL XM15-E25, cost: $1,100, quantity:

11. One of Bushmaster’s most popular rifles, the Patrolman’s Carbine is equipped with a 16” M4 Barrel, with a chrome-lined bore and chamber. The A2 birdcage-type flash hider was built to control muzzle flash, and the six-position telestock allows for quick and lightweight handling. This model also includes an A3 removable carry handle with 1/2 MOA elevation and 1/2 MOA windage adjustments. This is the standard AR-15 style rifle issued to officers and utilized by law enforcement agencies nationwide. iv. LWRC INTERNATIONAL MK12- 5.56mm cost: $2,500, quantity: 1. The Mk12 is equipped with an 18" Barrel, This firearm is gas-operated with a rotating bolt, along with a Surefire muzzle brake. It is equipped with a LaRue/Harris bipod (Quick-detach) & Surefire MINI suppressor and Geissele trigger. The rifle has a Magpul stock with a medium-range missionspecific optic. This rifle is primarily used in an overwatch capacity or during a SWAT callout to protect the community during large events. (City Parades, Music Festivals, SWAT. deployments).
v. REMINGTON .308 CALIBER RIFLE, MODEL 700, cost: $3,500, quantity 2. The Model 700 is a highly maneuverable member of the family. It's built for tack-driving accuracy with a 26" heavy-contour tactical-style barrel. It includes a bolt carrier group that reduces overall recoil and impulse and is easy to maintain and operate in all weather conditions. The rifle is equipped with a LaRue/Harris bipod, surplus sling, and a Leopold long-range scope. This rifle is primarily used in an overwatch capacity to protect the community during large events and during SWAT deployments.
vi. ACCURACY INTERNATIONAL .308 CALIBER RIFLE, cost $7,000, quantity 1. 28” barrel.

The AI .308 caliber rifle is a precision sniper rifle. It is a highly accurate and durable rifle that is easy to maintain and operate in all weather conditions. The AI features a Bolt-Connection System that dramatically increases the connection surface area between the barrel and upper receiver for increased stability, accuracy and consistency, traditionally only found in high-end bolt action rifles. The rifle is equipped with a LaRue/Harris bipod, sling, and long-range scope.

This rifle is primarily used in an overwatch capacity to protect the community during large events and during SWAT deployments. NOTE: This rifle is owned by the Palm Springs Police Department. However, it is currently being utilized by an Indio Police officer assigned to Desert Regional SWAT.
b. Purpose
To be used as precision weapons to address a threat with more precision and/or greater distances than a handgun, if present and feasible.
c. Authorized Use
Only members that are POST certified are authorized to use a rifle. d. Lifespan
American Defense Manufacturing rifles- 15 years.

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Colt M-4 rifles- 10 years.

Bushmaster rifles- 15 years.

LWRC International rifles- 10 years.

Remington 700 rifles- 10 years.

Accuracy International rifle- 10 years.
e. Fiscal Impact
Annual maintenance is approximately $50 for each rifle. f. Training
Prior to using a rifle, officers must be certified by POST instructors in the operation of the rifle.

Additionally, all members that operate any rifle are required to pass a range qualification annually.

Additional qualifications are in place for those assigned to Desert Regional SWAT. g. Legal and Procedural Rules
Use is established under IPD Policy Sections 300, 312 and 409. It is the policy of the IPD to utilize rifles only for official law enforcement purposes, and pursuant to State and Federal law regarding the use of force.

7. Chemical Agent and Smoke Canisters: Canisters that contain chemical agents that are released when deployed.
a. Description, quantity, capabilities, and purchase cost i. COMBINED TACTICAL SYSTEMS, CS BAFFLED CANISTER GRENADE , PYRO, LOW FLAME POTENTIAL, #5230B, cost: $45, quantity: 18. Pyrotechnic grenade designed for indoor use delivering a maximum amount of irritant smoke throughout multiple rooms with minimal risk of fire. The Baffled Grenade can be used in crowd control as well as tactical deployment situations by Law Enforcement and Corrections but was designed with the barricade situation in mind. Its applications in tactical situations are primarily to detect and/or dislodge barricaded subjects. The purpose of the Baffled Grenade is to minimize the risks to all parties through pain compliance, temporary discomfort, and/or incapacitation of potentially violent or dangerous subjects. The Baffled Grenade provides the option of delivering a pyrotechnic chemical device indoors, maximizing the chemicals’ effectiveness via heat and vaporization while minimizing or negating the chance of fire to the structure. ii. COMBINED TACTICAL SYSTEMS, RIOT CS SMOKE, #5230, cost: $34, quantity:

12. Large diameter burning grenade that discharges a high volume of smoke and chemical agent through multiple emission ports. Specifically for outdoor use and should not be deployed on rooftops, in crawl spaces or indoors due to potential fire hazards. Can be hand thrown or launched. Discharge duration can reach up to 40 seconds. iii. COMBINED TACTICAL SYSTEMS, WHITE SMOKE, #6210, cost: $32, quantity: 24.

White outdoor smoke grenades are used for obscuring tactical movement and signaling or marking a landing zone.
iv. COMBINED SYSTEMS, 40MM CS POWDER BARRICADE PENETRATING ROUND, #4431, cost: $25, quantity: 24. This round is a spin-stabilized, 4.1” long, CS powder-filled projectile that penetrates intermediate barriers and delivers irritant agents into an adjacent room. Effectiveness is dependent upon the type of weapon, angle of impact, environmental conditions, and the type of the intermediate barrier. The greatest probability for penetration occurs when the projectile impacts 90°

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perpendicular to the intermediate barrier. General usage in tactical situations involves intermediate barriers, such as single pane exterior windows, vehicle windows, pressed wood particle doors, 1-2 layers of wallboard, and interior hollow core doors. In a tactical deployment situation, the 40mm barricade penetrating round is primarily used to dislodge barricaded subjects from confined areas. Its purpose is to minimize the risks to all parties through pain compliance, temporary discomfort and/or incapacitation of potentially violent or dangerous subjects.
v. DEFENSE TECHNOLOGY, RIOT CONTROL CONTINUOUS DISCHARGE GRENADE, CS, #1082, cost: $29, quantity: 31. The Riot Control CS Grenade is designed specifically for outdoor use in crowd control situations with a high volume continuous burn that expels its payload in approximately 20-40 seconds through fourgas ports located on the top of the canister. This grenade can be used to conceal tactical movement or to direct the route of a crowd. The volume of smoke and agent is vast and obtrusive. This launchable grenade is 6.0 in. by 2.35 in. and holds approximately 2.7 oz. of active agent.

NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
vi. DEFENSE TECHNOLOGY, MILITARY STYLE SAF-SMOKE GRENADE, # 1063, cost $26, quantity: 8. The Saf-Smoke™ Grenade was designed for training, but may also be used in operations. The Saf-Smoke Grenade offers the same approximate burn times as the Spede-Heat™ Grenade in CN or CS and the Riot Control Grenade in CN or CS. The similar burn times may make it the appropriate choice for training or simulation deployment of chemical agent canisters. The Saf- Smoke formulation is considered to be less toxic than Hexachloroethane (HC) smoke. The Saf-Smoke Grenade emits a very white smoke. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
vii. DEFENSE TECHNOLOGY, POCKET TACTICAL GRENADE - SAF-SMOKE, #1017, cost $28, quantity: 8. The Pocket Tactical Saf-Smoke™ Grenade is small and lightweight.

TheSaf-Smoke™ will burn for approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. This is a launchable grenade; however, it is normally used as a signaling or covering device. Though it is slightly over four inches in length, it produces a smoke cloud so fast it appears to be an enveloping screen produced by a full-size tactical grenade. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
viii. DEFENSE TECHNOLOGY, POCKET TACTICAL GRENADE - CS, #1016, cost:
$24, quantity: 6. The Pocket Tactical CS Grenade is small and lightweight. The 0.9 oz. of active agent will burn approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. This is a launchable grenade; however, it is normally used as a signaling or covering device. Though this device is slightly over four inches in length, it produces a smoke cloud so fast it appears to be an enveloping screen produced by a full-size tactical grenade. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
ix. DEFENSE TECHNOLOGY, 37MM FERRET - CS, #1162, cost: $38, quantity: 12. The Ferret® 37 mm CS Round is a frangible projectile filled with chemical agent.

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Upon impacting the barrier, the nose cone ruptures and instantaneously delivers the .16 oz. agent payload inside a structure. These munitions are 4.8 in. by 1.5 in. and travels at 650fps within an effective range of 50 yards. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only. x. SABRE RED, PHANTOM AEROSOL GRENADE - OC, #AG-PTM-40 (MK-5), cost:
$13, quantity: 17. The SABRE Red 1.33% MC, 3.6 oz., MK-5 PHANTOM Evaporating Fog Delivery Aerosol Grenade empties in fourteen (14) seconds filling an area of 22,000 cubic feet in 60 seconds. PHANTOM’s evaporating fog delivery is more debilitating (inhalation effect) and simpler to clean up (fresh air) than traditional fog delivery systems, making PHANTOM the ideal extraction tool. b. Purpose
To limit the escalation of conflict where employment of lethal force is prohibited or undesirable.

Situations for the use of the less-lethal weapon systems may include, but are not limited to:
i. Self-destructive, dangerous and/or combative individuals. ii. Riot/crowd control and civil unrest incidents.
iii. Circumstances where a tactical advantage can be obtained. iv. Potentially vicious animals.
v. Training exercises or approved demonstrations.
c. Authorized Use
Only officers who have received POST certification in the use of chemical agents or have been trained by a POST-Certified instructor are authorized to use chemical agents. d. Expected Lifespan
All of the above-listed distraction devices are single-use and expire after five years. e. Fiscal Impact
No annual maintenance. However, replacement costs to maintain an adequate supply. f. Training
Sworn members utilizing chemical agent canisters are certified by POST less-lethal and chemical agents instructors. Desert Regional SWAT members conduct annual training for SWAT operators. g. Legal and Procedural Rules
Use is established under IPD Policy Section 308. It is the policy of the IPD to utilize chemical agents only for official law enforcement purposes, and pursuant to State and Federal law regarding the use of force.

8. Explosive Breaching Tools: Tools that are used to conduct an explosive breach. a. Description, quantity, capabilities, and purchase cost i. ROYAL ARMS REMINGTON 870 BREACHING SHOTGUN, cost: $795, quantity:

2. This weapon allows for breachers to safely utilize shotgun breaching rounds in order to destroy deadbolts, locks, and hinges. The stand-off that is attached to the end of the barrel allows for positive placement of the gun into the correct position and vents gases to prevent overpressure. This weapon, which is only utilized for breaching, can also defeat windows and sliding glass doors with a flashbang round. ii. ROYAL ARMS TESAR-2 BLACK CAP 425 GRAIN COPPER FRANGIBLE

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BREACHING ROUND, cost: $5 per round, quantity: 16. The round is fired from a breaching shotgun and is used to destroy deadbolts, locks and hinges. iii. ROYAL ARMS TESCR-3 GREEN CAP 375 GRAIN CLAYVON FRANGIBLE BREACHING ROUND, cost: $5 per round, quantity: 5. The round is fired from a breaching shotgun and is used to destroy all locks, cross-bolts and hinges. iv. ROYAL ARMS FB-82H 12-GAUGE 82 GRAIN FLASH BANG HARD BREACHING ROUND, cost: $5 per round, quantity: 5. The rounds are fired from a breaching shotgun and can be used as a diversionary round or to can be used to breach solid wood doors, light steel, sliders or car windows.
b. Purpose
To safely gain entry into a structure.
c. Authorized Use
Explosive breaching may only occur after authorization by the Incident Commander or SWAT Commander in the field and during training exercises.
d. Expected Lifespan Breaching
Shotgun- 25 years
Royal Arms TESAR-2 black cap 425 grain copper breaching round- 5 years Royal Arms TESR-3 green cap 375 grain clayvon frangible breaching round- 5 years Royal Arms FB-82H 12-gauge 82 grain flash-bang hard breaching round- 5 years e. Fiscal Impact
Annual maintenance is minimal. However, replacement costs to maintain an adequate supply. f. Training
All officers who use explosive breaching tools shall attend 40 hours of explosive breaching instruction and must additionally receive quarterly training for explosive operations. g. Legal and Procedural Rules
It is the policy of the IPD to utilize breaching tools only for official law enforcement purposes, and pursuant to State and Federal law.

9. Unmanned Aircraft System (UAS): An unmanned Aircraft along with the associated equipment necessary to control it remotely.
a. Description, quantity, capabilities, and purchase cost i. One (1) AXON AIR,DJI MAVIC 3 THERMAL (NA)SP PLUS $6,522.83 ii. Two (2) AXON AIR,DJI MAVIC 3 ENTERPRISE (NA)SP PLUS $8,608.65 iii. Two (2) AXON AIR, DJI MAVIC MINI 2 FLY MORE BUNDLE $1,409.40 b. Purpose
To be deployed when its view would assist officers or incident commanders with the following situations, which include but are not limited to:
i. Major collision investigations
ii. Search for missing or wanted persons
iii. Fires
iv. Major incidents
v. Calls for service
vi. Natural disaster management
vii. Crime scene photography
viii. SWAT, tactical, or other public safety and life preservation missions c. Authorized Use
Only assigned UAS operators who have completed the required training shall be permitted to operate any of the Unmanned Aerial Systems.

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d. Expected Life-span
All UAS equipment – 3 to 5 years
e. Fiscal Impact
Hardware costs $23,061.71 with no annual maintenance cost. f. Training
All Department UAS operators will be required to be licensed by the Federal Aviation Administration for UAS operation.

In addition, each operator will attend specialized training in UAS operation. g. Legal and Procedural Rules
Use is established under IPD Policy Section 614 – Unmanned Aerial System (UAS) Operations and FAA Regulation 14 CFR Part 107. It is the policy of IPD to utilize UAS only for official law enforcement purposes, and in a manner that respects the privacy of our community, pursuant to State and Federal law.

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First Amendment of the Master Services and Purchasing Agreement with Axo... Page 425 of 1306 3/1/2023
To: Indio Police Department
Re: Sole Source Letter for Axon Enterprise, Inc.’s Axon brand products and Axon Evidence (Evidence.com) Data Management Solutions1 and DJI Drones A sole source justification exists because the following goods and services required to satisfy the agency’s needs are only available by Axon Enterprise’s Axon Air application and DJI drones, and are only available for purchase through the authorized distributor listed below.

Axon Digital Evidence Solution Description
Axon Air System
• Purpose-built solution for law enforcement UAV programs • Supported applications on iOS and Android
• Automated tracking of pilot, aircraft, and flight logs • Unlimited Storage of UAV data in Axon Evidence (Evidence.com) • In application ingestion of data in Axon Evidence (Evidence.com) • Axon Aware integration for live streaming and situational awareness • Compatible with most drones used in public safety
• High-bandwidth wireless data transfer
• Live streaming with the Axon View application
• Axon takes control of the streaming information after it starts • Criminal Justice Information Services (CJIS) data compliance • Axon Air live stream is viewed through the Axon Respond operations platform • Axon Air is the only application for viewing streaming with Axon Respond • Any smart device can be used to view live streaming via the Axon Evidence ecosystem
Axon Evidence Data Management System
• Software as a Service (SaaS) delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • SaaS model reduces security and administration by local IT staff: no local installation required
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement
• Securely share digital evidence with other agencies or prosecutors without creating copies or requiring the data to leave your agency’s domain of control • Controlled access to evidence based on pre-defined roles and permissions and predefined individuals • Password authentication includes customizable security parameters: customizable password complexity, IP-based access restrictions, and multi-factor authentication support
• Automated category-based evidence retention policies assists with efficient database management
1 Axon is also the sole developer and offeror of the Evidence.com data management services.

Evidence.com is both a division of Axon and a data management product solution offered by Axon.

Evidence.com is not a separate corporate entity.

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 426 of 1306 • Ability to recover deleted evidence within seven days of deletion • Stores and supports all major digital file types: .mpeg, .doc, .pdf, .jpeg, etc. • Requires NO proprietary file formats
• Ability to upload files directly from the computer to Axon Evidence via an Internet browser
• Data Security: Robust Transport Layer Security (TLS) implementation for data in transit and 256-bit AES encryption for data in storage
• Security Testing: Independent security firms perform in-depth security and penetration testing
• Reliability: Fault- and disaster-tolerant infrastructure in at least 4 redundant data centers in both the East and West regions of the United States • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Axon Evidence is protected from local malware that may penetrate agency infrastructure • Stability: Axon Enterprise is a publicly traded company with stable finances and funding, reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information security program
• Dedicated information security department that protects Axon Evidence and data with security monitoring, centralized event log analysis and correlation, advanced threat and intrusion protection, and incident response capabilities • Redact videos easily within the system, create tags, markers and clips, search 7 fields in addition to 5 category-based fields, create cases for multiple evidence files

SOLE AUTHORIZED DISTRIBUTOR FOR

AXON BRAND PRODUCTS

SOLE AUTHORIZED REPAIR FACILITY

FOR AXON BRAND PRODUCTS
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791
Please contact your local Axon sales representative or call us at 1-800-978-2737 with any questions.

Sincerely,
Josh Isner
Chief Revenue Officer
Axon Enterprise, Inc.

Android is a trademark of Google, Inc., DJI is a trademark of DJI, iOS is a trademark of Cisco, and ISO is a trademark of the International Organization for Standardization and.
, AXON, Axon, Axon Air, and Axon Evidence are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2022 Axon Enterprise, Inc.

First Amendment of the Master Services and Purchasing Agreement with Axo... Page 427 of 1306 City of Indio
City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Steven Graham, City Attorney
Subject: Resolution No. 10396, Ratifying the City Manager's August 20, 2023 Proclamation of a Local Emergency Related To Hurricane Hilary.

RECOMMENDATION:

Adopt Resolution No. 10396, Ratifying the City Manager's August 20, 2023 Declaration of Local Emergency.

BACKGROUND INFORMATION:

California Government Code section 8630 and Indio City Code ("ICC") section 35.06(A) empower the City Manager, as the Director of Emergency Services, to proclaim the existence or threatened existence of a local emergency when conditions of disaster or extreme peril to the safety of persons and property exist within the territorial boundaries of the City of Indio, and the City Council is not in session. On August 20, 2023, City Manager Bryan Montgomery proclaimed that a local emergency existed as of August 20th, and had existed since August 19, 2023 within the City of Indio due to Tropical Storm Hilary. Under ICC Section 35.06(A), the City Manager May declare a state of local emergency for seven (7) days. After that, it must be ratified by the City Council.

On August 18, 2023, the National Weather Service issued a Tropical Storm Warning for portions of Southern California, including Riverside County as a result of Hurricane Hilary, which was forecast to bring heavy rain, flooding, lightning, and high speed wind gusts, among other potentially damaging conditions; necessitating the prepositioning of significant resources, including swift water rescue teams, mass care resources, transportation crews, flood control professionals and the California National Guard, to protect health and safety and preserve the lives and property of the people of the State of California. The National Weather Service issued a series of Flood Watches on August 18, 2023, warning of potential significant flooding between August 19, 2023, and August 22, 2023, in Riverside County.

On August 19, 2023, the Governor proclaimed a state of emergency to exist in several counties throughout the state, including Riverside County; and, on August 21, 2023, Riverside County’s Executive Officer proclaimed a state of emergency on behalf of the County Board of Supervisors to allow the county to deploy all available resources, actions and measures deemed necessary to ensure the safety of residents and property. Additionally, the danger in Riverside County was exacerbated by burn scars from the Apple/El Dorado, Fairview, Bonny, Reche, and Sunset fires which created potentially catastrophic flooding, mudslides and debris flows; which necessitated the issuance of evacuation to communities below the burn scar areas.

AGENDA ITEM #8.18
Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 428 of 1306 The storm system driven by Hurricane Hilary caused widespread flooding, mud and debris flows, wind damage, and debris flows throughout the City of Indio which damaged or destroyed roads in the City.

Consistent with the provisions of Government Code section 8558, conditions of extreme peril to the safety of persons and property existed due to Hurricane Hilary in the City of Indio and Riverside County.

Hurricane Hilary's impacts are beyond the control of local resources, services, personnel, equipment, and facilities, and these conditions warrant and necessitate the proclamation of a local emergency.

These apparent threatened conditions of disaster and extreme peril to the safety of persons and property within the City of Indio as a result of a series of impacts from Hurricane Hilary which began on August 19, 2023, directly affected the safety of persons and property within this City.

ATTACHMENTS:

Attachment 1 - Resolution No. 10396 - Proclamation of Local Emergency 4880-7833-3055 v.1
Exhibit A to Resolution - INDIO Proclamation of Emergency APPROVAL(S):

Steven Graham, City Attorney Approved - 12 Sep 2023
Bryan H. Montgomery, City Manager Approved - 12 Sep 2023

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 429 of 1306 RESOLUTION NO. 10396

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

PROCLAIMING AND AFFIRMING THE EXISTENCE OF A LOCAL EMERGENCY,

AND CONFIRMING AND RATIFYING PROCLAMATION BY CITY'S DIRECTOR OF

EMERGENCY SERVICES OF EXISTENCE OF A LOCAL EMERGENCY, IN

RESPONSE TO TROPICAL STORM HILARY
WHEREAS, the California Emergency Services Act, Government Code sections 8550 et seq., including sections 8558(c) and 8630, authorize the proclamation of a local emergency, when conditions of a disaster or extreme peril to the safety of persons and property exist within the territorial limits of a city. Government Code section 8558(c) defines "local emergency" conditions to include flood, storm, hazardous materials incident, sudden and severe energy shortage, or other conditions that are or are likely to be, beyond the control of the services, personnel, equipment and facilities of this City, requiring the combined forces of other political subdivisions to combat; and WHEREAS, Beginning on August 20, 2023, conditions of disaster or extreme peril to the safety of persons and property within the City have already caused flooding, major street and highway closures throughout Riverside County; including damage or threatened damage to City infrastructure included presenting imminent peril to the health, safety and welfare of City residents and businesses and to City staff and operations; and WHEREAS, Indio City Code (“ICC”) section 35.05 appoints the City Manager as the Director of Emergency Services (“Director”) and after consideration of all facts reasonably available presently then for review, and pursuant to his rights and responsibilities in ICC §

35.06; within his duties as heretofore outlined, on August 20, 2023, the City Manager acting as Disaster Director for the City of Indio, the Director of Emergency Services declared the existence, or threatened existence of a local emergency by issuing the “Proclamation of the Existence of a Local Emergency”, attached hereto as Exhibit “A”; and WHEREAS, pursuant to the provisions of Government Code section 8558(b), the Governor of the State of California issued a "Proclamation of a State of Emergency" ("Governor's Proclamation") declared that conditions of extreme peril to the safety of persons and property exist due to these storms, ordering and finding in relevant part as follows:

A The Office of Emergency Services shall provide assistance to local governments, if appropriate, under the authority of the California Disaster Assistance Act, Government Code section 8680 et seq., and California Code of Regulations, Title 19, section 2900 et seq.; (iii) As necessary to assist local governments and for the protection of public health and the environment, state agencies shall enter into contracts to arrange for the procurement of materials, goods, and services necessary to quickly assist with the response to and recovery from the impacts of Hurricane Hilary.

B. The Governor's Proclamation conclusively found that: (i) the conditions caused by Hilary, by reason of their magnitude, are or are likely to be beyond the control of the services, personnel, equipment, and facilities of any single local government and require the combined forces of a mutual aid region or regions to appropriately

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 430 of 1306 respond; and local authority is inadequate to cope with the magnitude of the damage caused by these storms pursuant to the provisions of Government Code section 8625(c); and
WHEREAS, on August 21, 2023, the County of Riverside followed suit, issuing a "Proclamation of a Local Emergency by the Director of Emergency Services" (the “Riverside Declaration”) declaring a countywide state of emergency noting, in relevant part:

Burn scars from the Apple/El Dorado, Fairview, Bonny, Reche, Sunset fires create conditions of dangerous and potentially catastrophic flooding, mudslides and debris flows necessitating the issuance of evacuations to communities below the burn scar areas; and
The storm system driven by Hurricane Hilary is causing major flooding, mudflows, road closures and damage to critical infrastructure across the County of Riverside and may continue to cause damage that will create great economic burden on effected communities.

WHEREAS, the health, safety and welfare of City residents, businesses, visitors and staff are of utmost importance to the City and additional future measures may be needed to protect the community. The mobilization of local resources, ability to coordinate interagency response, accelerate procurement of vital supplies, use mutual aid, and allow for future reimbursement by the state and federal governments will be critical to successfully responding to the present storm related state of emergency. The City may require additional assistance in the future, and proclamation of local emergency allows additional resources to flow to the City in a timely manner; and
WHEREAS, the recitals and findings of the Governor's Proclamation and Riverside Proclamation are referenced and incorporated herein as though set forth in full and are hereby adopted by reference as the recitals and findings of this Resolution; and WHEREAS, after consideration of all facts reasonably available for review, the City Council of the City of Indio desires to affirm that the existence of a state of emergency throughout the City existed at the time that the Director of Emergency Services issued his Proclamation of the Existences of a Local Emergency on August 20, 2023; and does hereby affirm the existence of a state of local emergency in the City of Indio for its effective duration.

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

Section 1. Recitals. The City Council hereby finds and believe that the above recitals are true and correct and incorporate them herein by reference.

Section 2. Ratification. The proclamation of the City Manager declaring a local emergency attached hereto as Exhibit “A”, is hereby ratified as required by California Government Code Section 8630(b).

Section 3. CDAA. As set forth in the California Government Code, Title 2, Division 1, Chapter 7.5 - California Disaster Assistance Act (CDAA), the City Council may seek financial assistance through CDAA. The City Manager is hereby authorized to request

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 431 of 1306 assistance under the CDAA on separate letterhead as the City Council has determined and certified that local resources are insufficient and the conditions created by Tropical Storm Hilary are beyond the control of the services, personnel, equipment, and facilities of the City of Indio.

Section 4. IDE. The City Manager is authorized and directed to submit an Initial Damage Estimate (IDE) to the California Governor’s Office of Emergency Services (OES) Regional Operations. The IDE shall identify the impacts and local response and recovery activities.

Section 5. OES Authority. The City Manager is further authorized and directed to submit and execute such records and documents as may be required by OES to secure financial assistance under the CDAA.

Section 6. Severability. If any subsection, sentence, clause, phrase, or word of this Resolution or any application of it to any person, structure, gathering, or circumstance is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, then such decision will not affect the validity of the remaining portions or applications of this Resolution.

Section 7. Publication. This Resolution and its contents will be published and promulgated in as widespread a manner as is reasonably feasible under the conditions prevailing during this local emergency.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Indio, California, at a regular meeting thereof held on the 18th day of September 2023. __________________________________

OSCAR ORTIZ, MAYOR
ATTEST:
________________________________

SABDI SANCHEZ, CMC

CITY CLERK ADMINISTRATOR

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 432 of 1306 EXHIBIT “A”

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 433 of 1306

PROCLAMATION OF THE EXISTENCE OF A LOCAL EMERGENCY
WHEREAS, the Governor of the State of California issued a Proclamation of a State of Emergency (the “California Proclamation”) related to Tropical Storm Hilary on August 19th, 2023; and
WHEREAS, the California Proclamation outlines just some of the potential issues as follows, “Tropical Storm Hilary is expected to prompt widespread evacuations and shelter-inplace orders; to threaten, damage, or destroy homes and critical infrastructure, including power and water lines, businesses, and roads; and to necessitate the deployment of search and rescue teams in areas impacted by significant debris flow” and finds that conditions of extreme peril to the safety of persons and property exist in Riverside County; and WHEREAS, California Government Code Section 8630 empowers an official designated by the Indio City Council to proclaim a local emergency when the City of Indio is affected or likely to be affected by a public calamity; and WHEREAS, Indio City Code (“ICC”) § 35.05 appoints the City Manager as the Director of Emergency Services (“Director”); and
WHEREAS, ICC § 35.06(A) empowers the Director to proclaim the existence or threatened existence of a local emergency if the City Council is not in session; and WHEREAS, the definition of local emergency provided in Government Code § 8558(c) is the “existence of conditions of disaster or of extreme peril to the safety of persons and property within the territorial limits of a … city” and includes flood, storm, sudden and severe energy shortage, or other conditions that are at present, or are likely to be, beyond the control of the services, personnel, equipment and facilities of this city; requiring the combined forces of other political subdivisions to combat; and WHEREAS, the City of Indio has been adversely impacted by the abovereferenced Tropical Storm in a manner that threatens local infrastructure and public health and safety, and which exceeds the capacity of the City to address with its own personnel and resources; and
WHEREAS, the City Manager, as Emergency Services Director of the City of Indio, does hereby find that:

1. Conditions of disaster or extreme peril to the safety of persons and property have arisen within the City of Indio, caused by Tropical Storm Hilary, and damage or threatened damage to City infrastructure presenting immediate peril to the health, safety and welfare of the residents and businesses of the City of Indio and to City staff and operations commencing on or about 7:00 P.M on the 20th day of August, 2023; and

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 434 of 1306

Bryan H. Montgomery
City Manager
Emergency Services Director

2. Such conditions are, or are likely to be, beyond the control of the services, personnel, equipment, and facilities of the City of Indio; and

3. The City Council of the City of Indio is not in session and cannot be immediately called into session.

NOW, THEREFORE, IT IS HEREBY PROCLAIMED, that a local emergency now exists throughout the City; and
IT IS FURTHER PROCLAIMED AND ORDERED that during the existence of said local emergency the powers, functions, and duties of the emergency organization of this City shall be those prescribed by state law, ordinances, and resolutions of this City, and by the City of Indio Emergency Plan.

IT IS FURTHER PROCLAIMED AND ORDERED that as soon as hereafter possible, this Proclamation be filed in the Office of the City Clerk of the City of Indio and that widespread publicity and notice be given of this Proclamation.

IT IS FURTHER PROCLAIMED AND ORDERED that said local emergency shall be deemed to continue to exist for the next seven (7) days, and hereafter by ratification of the City Council, or until its termination is proclaimed by the Indio City Council.

The foregoing Proclamation was approved this 20th day of August, 2023 at 7:00P.M.

APPROVED:

Resolution No. 10396 , Ratifying the City Manager's August 20, 2023 Proc... Page 435 of 1306 City of Indio
Indio Electric Finance Authority
September 18, 2023

STAFF REPORT
To: Indio Electric Finance Authority
From: Bryan Montgomery, Executive Director
Prepared by: Bryan Montgomery, Executive Director
Subject: IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70,000,000 aggregate principal amount of electric revenue bonds, approves the execution and delivery of certain documents in connection therewith, approves certain capital infrastructure improvement projects, approves the execution and delivery of project agreements in connection therewith, approves the execution and delivery of a cost reimbursement agreement and certain other matters.

RECOMMENDATION:

Adopt IEFA Resolution No. 2023-02 authorizing the issuance of electric revenue bonds not to exceed $70,000,000 aggregate principal amount, and approve the execution and delivery of certain documents in connection therewith, approves certain capital infrastructure improvement projects, approves the execution and delivery of project agreements in connection therewith, approves the execution and delivery of a cost reimbursement agreement and certain other matters.

SUMMARY:

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70,000,000 aggregate principal amount of electric revenue bonds, approves the execution and delivery of certain documents in connection therewith, approves certain capital infrastructure improvement projects, approves the execution and delivery of project agreements in connection therewith, approves the execution and delivery of a cost reimbursement agreement and certain other matters.

BACKGROUND INFORMATION:

The Indio Electric Financing Authority (the “Authority”) was created pursuant to a Joint Exercise of Powers Agreement, dated June 21, 2023 (the “JPA Agreement”), by and between the City of Indio (“Indio”) and the Imperial Irrigation District (“IID” and, together with Indio, the “Members”), for the express purpose of providing and enhancing electrical service within the territorial boundaries of Indio through the procurement, design, engineering, construction, financing, leasing, ownership, operation and maintenance of energy system improvements, system efficiency and reliability improvements and energy service enhancements (the “Capital Infrastructure Improvements”). The Authority has the power to exercise the common power of the Members and certain other powers authorized by law, including the power to provide electrical service and to establish the provision of such electrical service.

The Board of Directors of the Authority (the “Board”) adopted Resolution No. 2023-01 on July 19, 2023 (the “Surcharge Resolution”),authorizing the levy of acharge per kilowatt hour used by each AGENDA ITEM #9.1
IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 436 of 1306 class of customer applicable to all electric sales within the territorial boundaries of Indio (the “Surcharge”) for the provision and enhancement by the Authority of electrical service within the boundaries of Indio through implementation of the Capital Infrastructure Improvements that will interconnect with the IID electrical system. The Authority has previously entered into a Servicing Agreement (the “Servicing Agreement”) with IID pursuant to which IID will collect the Surcharge on IID’s monthly electric billing statements.

The Authority and Indio have identified the following Capital Infrastructure Improvements that are to be located within the territorial boundaries of Indio (collectively, the “2023 Projects,” each a “2023 Project”)and have undergone California Environmental Quality Act (CEQA”) review as further described in Attachment 5:
• Avenue 42 Project
• Dr. Carreon Project
• Northgate Project
• Avenue 40 Project
Based on the CEQA review and CEQA findings and determinations set forth in Exhibit A of the Resolution, Authority staff recommends the Board approve each of the 2023 Projects.

To provide funds for the 2023 Project, the Authority proposes to issue electric revenue bonds (the “2023 Bonds”) that will be payable from and secured by the Surcharge collected by IID (less amounts retained by IID for administrative costs and a bad debt allowance). Surcharge revenues will be transmitted by IID directly to U.S. Bank Trust Company, National Association, as trustee for the 2023 Bonds (the “Trustee”). The 2023 Bonds will be issued pursuant to a Master Indenture of Trust (the “Master Indenture”), as supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”), each between the Authority and the Trustee.

As required pursuant to the terms of the JPA Agreement, each 2023 Project will be implemented pursuant to a project agreement between the Authority and IID (each a “Project Agreement” and, collectively, the “Project Agreements”). Under each Project Agreement, the Authority will generally be responsible for the financing of each 2023 Project and causing IID to be generally responsible for the procurement, design, engineering, construction, operation and maintenance of the 2023 Projects. (See Attachment 6.)Upon termination of the JPA Agreement, and after the payment of all liabilities, costs, expenses and charges validly incurred under the JPA Agreement and payable by the Authority and assuming IID is still providing electrical service to Indio, the Authority will transfer fee title to each 2023 Project and improvements to IID pursuant to and in accordance with the terms of the JPA Agreement in their “AS IS” and “WHERE IS” condition under a quitclaim deed substantially in the form of Exhibit “C.” to the Project Agreement. With respect to the Avenue 42 Project and the Dr. Carreon Project, which are existing project sites and facilities owned and operated by IID, IID, as landlord, will lease to the Authority, as tenant, the project sites as required for implementation of the projects substantially in form of Exhibit “D” to the Project Agreement.

For certain 2023 Projects, the Authority and IID have agreed that, due to the long lead time for certain essential project components, including but not limited to transformers, the Authority may procure such components directly. In light of such lead times, Indio and the Authority have determined that the 2023 Project would benefit from obtaining such essential project components as soon as possible, and Indio has proposed advancing funds of Indio to procure such project components on behalf of the Authority. The Authority proposes to enter into a cost reimbursement agreement (the “Cost Reimbursement Agreement”) with Indio, whereby the Authority, from proceeds of the 2023 Bonds, would reimburse Indio for costs incurred by Indio in connection with the applicable 2023 Project.

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 437 of 1306 Authority staff, upon recommendation from its consultants, has determined not to obtain an underlying credit rating for the 2023 Bonds from a rating agency. Authority staff, working with its consultants, has, however, been in the process of obtaining municipal bond insurance (rated ‘AA’ by S&P) and a debt service reserve fund surety for the 2023 Bonds. It is anticipated that the 2023 Bonds will obtain a municipal bond insurance policy. The Authority will continue to evaluate if a debt service reserve fund surety or an underlying bond rating will be necessary.

Bond Sizing (Not-to-Exceed Amounts)
In order to authorize the sale of the 2023 Bonds, staff must provide not-to-exceed amounts in the Resolution. In order to provide the Authority’s staff with maximum flexibility in determining the optimal size of the 2023 Bonds, a not to exceed principal amount of $70,000,000, a not to exceed true interest cost of 6.75% and a not to exceed underwriters’ discount of 1.50%, has been included in the Resolution. While the estimated principal amount, true interest cost and underwriters’ discount are anticipated to be less than this, the thresholds are meant to create a reasonable amount of flexibility for the Authority.

Good Faith Estimates
The good faith estimates discussed below with respect to the 2023 Bonds are provided in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided by Fieldman, Rolapp & Associates, Inc., the Authority’s Municipal Advisor, in consultation with the Piper Sandler & Co., as the underwriter of the 2023 Bonds (the “Underwriter”), and are based on assumptions of the estimated principal amount of the 2023 Bonds and on market interest rates prevailing at the time such estimate is prepared.

Principal Amount: The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2023 Bonds to be sold (the Estimated Principal Amount) is $64,045,000.

True Interest Cost of the 2023 Bonds: The Municipal Advisor has informed the Authority that its good faith estimate of the true interest cost of the 2023 Bonds (which is the rate necessary to discount the amounts payable on the respective principal and interest payment to the purchase price received for the 2023 Bonds) is 5.32%.

Finance Charge of the 2023 Bonds: The Municipal Advisor has informed the Authority that its good faith estimates of the finance charge for the 2023 Bonds (which is the sum of all fees and charges paid to third parties, or costs associated with the 2023 Bonds) is $1,768,540. Such fees and charges include fees for bond and disclosure counsel, municipal advisor, appraiser, escrow verification, trustee, rating agency, municipal bond insurance, debt service reserve policy, printing and underwriting.

Detailed estimates of these costs and fees for each party are below:

City and Staff time and expenses: $15,000
Counsel to the Authority: $7,500
Bond/Disclosure Counsel: $250,000
Municipal Advisor: $65,000
Trustee: $6,000

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 438 of 1306 Trustee’s Counsel: $2,750
Utility Consultant: $305,000
Dissemination Agent: $1,520
Additional Costs of the Indio: $200,000
Indicative Rating: $100,000
Statistics: $750
Printing: $1,050
Contingency: $45,430
These costs and fees are all paid for with bond proceeds.

Amount of Proceeds to be Received: The Municipal Advisor has informed the Authority that its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the 2023 Bonds (less the finance charge of the 2023 Bonds) is $57,542,516.

Total Payment Amount: The Municipal Advisor has informed the Authority that its good faith estimate of the total payment amount of all payments the Authority will make to pay debt service on the 2023 Bonds calculated to the final maturity of the 2023 Bonds is $125,741,270.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2023 Bonds issued and sold, the true interest costs, the finance charges, the amount of proceeds received, and the total payment amount may differ from such good faith estimates due to:

1. The actual date of the sale of the 2023 Bonds being different than the date assumed for purposes of such estimates;

2. The actual principal amount of the 2023 Bonds sold being different from the Estimated Principal Amount;

3. The actual amortization of the 2023 Bonds being different than the amortization assumed for purposes of such estimates;

4. The actual market interest rates at the time of sale of the 2023 Bonds being different than those estimated for purposes of such estimates;

5. Other market conditions; or

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

The actual date of sale of the 2023 Bonds and the actual principal amount of 2023 Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the 2023 Bonds and other factors. The actual interest rates and amortization of the 2023 Bonds will depend on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the control of the Authority. If market rates change so that the transaction is no longer financially beneficial, the Authority can terminate the transaction at any time before the 2023 Bonds are sold to the Underwriter.

Bond Financing Legal Structure and Documents to be Approved by the Authority Legal Structure. The 2023 Bonds will be issued by the Authority pursuant to the terms of the Master Indenture, as supplemented by the First Supplemental Indenture, and will be payable from and secured by the Surcharge revenues remitted by IID. Under the Servicing Agreement, the Surcharge revenues will be remitted directly to the Trustee.

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 439 of 1306 The Master Indenture and First Supplemental Indenture contain certain key terms of the 2023 Bonds including, repayment dates, redemption terms, interest rate and rights and remedies of Bond owners.

In addition, the Master Indenture has been drafted to allow for the issuance of additional series of bonds to finance subsequent projects of the Authority. The issuance of additional bonds will be subject to Authority approval.

The 2023 Bonds will be sold on a public offering basis (sale of bonds on the open market), by the Underwriter pursuant to a Bond Purchase Agreement between Authority and the Underwriter. It is anticipated that the 2023 Bonds will obtain a municipal bond insurance policy.

Authority staff will return to the Board of Directors of the Authority for consideration of an offering document relating to the 2023 Bonds and the approval of a continuing disclosure certificate.

The sale of the 2023 Bonds is expected to occur in the beginning of December with a closing/settlement to occur before the end of the calendar year. The foregoing timeframes are subject to change depending on market conditions.

As required by the JPA Agreement, for each 2023 Project, the Authority and IID will enter into a Project Agreement, each setting forth the responsibilities of the respective parties with respect to the applicable 2023 Project. The proposed form of the Project Agreement is attached.

To allow for the procurement of 2023 Project components that have long lead times, the Authority proposes to enter into the Cost Reimbursement Agreement, pursuant to which Indio will advance the costs of certain project components and will procure such components on behalf of the Authority. The Authority will agree to reimburse Indio for costs incurred in connection with the 2023 Project with proceeds of the 2023 Bonds.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$0 In current year budget:

Current FY General
Fund Impact:

Budget adjustment:

Next FY Financial
Impact:

Strategic Objective:

Source of funds: Fund-Org-Object
Reference:

Additional Financial Details:

The 2023 Bonds will be payable from and secured by Surcharge revenues collected by IID (less amounts retain by IID for administrative costs and a bad debt allowance). The costs of the design, procurement, engineering and construction of the 2023 Project and the financing costs of the 2023 Bonds will be paid from proceeds of the 2023 Bonds.

ALTERNATIVES:

Not adopt the Resolution.

ATTACHMENTS:

Attachment 1 - IEFA Authorizing Resolution (2023 Bonds)

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 440 of 1306 Attachment 2 - Indenture - IEFA Electric Revenue Bonds
Attachment 3 - First Supplemental Indenture (ISSUER VERSION) - IEFA Electric Revenue Bonds Series 2023
Attachment 4 - Indio Electric Financing Authority 2023 Electric Revenue Bonds - Bond Purchase Contract-41571839-v2-c1
Attachment 5 - Form of Project Agreement_Authority and IID_Clean Copy Attachment 6 - City of Indio Resolution Approving Cost Reimbursement Agreement

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INDIO ELECTRIC FINANCING AUTHORITY
RESOLUTION NO. 2023-02

RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDIO
ELECTRIC FINANCING AUTHORITY: (1) AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $70,000,000 AGGREGATE PRINCIPAL

AMOUNT OF ELECTRIC REVENUE BONDS AND DELIVERY OF
CERTAIN DOCUMENTS IN CONNECTION THEREWITH, (2) APPROVING

CERTAIN CAPITAL INFRASTRUCTURE IMPROVEMENT PROJECTS

AND THE EXECUTION AND DELIVERY OF PROJECT AGREEMENTS, IN CONNECTION THEREWITH, (3) APPROVING THE EXECUTION AND
DELIVERY OF A COST REIMBURSEMENT AGREEMENT AND (4)

CERTAIN OTHER MATTERS
WHEREAS, the Indio Electric Financing Authority (the “Authority”), a public entity duly organized and existing under a Joint Exercise of Powers Agreement, dated June 21, 2023 (the “JPA”), between the City of Indio (“Indio”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (“State”), and the Imperial Irrigation District, an irrigation district that is duly organized and existing under and by virtue of the laws of the State (“IID”), was formed for the express purpose of providing and enhancing electrical service within the territorial boundaries of Indio through the procurement, design, engineering, construction, financing, leasing, ownership, operation and maintenance of energy system improvements, system efficiency and reliability improvements and energy service enhancements; and
WHEREAS, pursuant to the JPA, the Authority has the power, among other powers expressed therein, to provide electrical service, establish charges for the provision of such electrical service and procure, design, construct, finance, lease, own, operate and maintain electrical transmission facilities; and;
WHEREAS, pursuant to Resolution No. 2023-01, adopted by the Board of Directors of the Authority (the “Board”) on July 19, 2023 (the “Surcharge Resolution”), the Authority authorized the levy of a charge per kilowatt hour used by each class of customer applicable to all electric sales within the territorial boundaries of Indio (the “Surcharge”) for the provision and enhancement by the Authority of electrical service within the boundaries of Indio; and WHEREAS, the members of the Authority have determined that it is in the best interest of the members and electrical service users in the territorial boundaries of Indio for the Authority to raise funds from time to time for the purpose of financing or refinancing the implementation of capital infrastructure improvements to provide and enhance electrical service within the boundaries of Indio through the issuance of revenue bonds (the “Bonds”) payable from proceeds of the Surcharge; and
WHEREAS, the Board has determined that it is desirable to issue one or more series of Bonds (the “2023 Bonds”) for the purpose of the procurement, design, engineering, construction, financing, leasing, ownership, operation and maintenance of certain capital infrastructure improvements consisting of four projects located within the territorial boundaries of Indio that have undergone California Environmental Quality Act (“CEQA”) review identified as follows : (1) the

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Avenue 42 Substation Modification Project (the “Ave. 42 Project”), (2) the Dr. Carreon Modification Substation Project (the “Dr. Carreon Project”), (3) the Northgate Substation Project (the “Northgate Project”), and (4) the Avenue 40 Substation Project (the “Ave. 40 Project”) (collectively, the “2023 Projects”), as further described in Exhibit “A” hereto, the terms of which are incorporated herein by this reference; and
WHEREAS, the Board has determined that it is in the best interest of the Authority to enter into an Indenture (the “Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture”), each with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) in connection therewith and to approve certain other documents; and WHEREAS, the Board has determined that it is in the best interests of the Authority to approve each of the 2023 Projects based on the CEQA review undertaken for each of the 2023 Projects as further described in Exhibit “A” hereto and authorize the execution and delivery of project agreements for each of the 2023 Projects (collectively the “Project Agreements,” each a “Project Agreement”); and
WHEREAS, Indio has previously expended resources to analyze the Indio’s electric service needs, to identify capital infrastructure improvements that would enhance the reliability of electric service in the Indio and to develop a funding mechanism for such capital infrastructure improvements; and
WHEREAS, due to the long lead times for essential components of the 2023 Projects, the Authority and Indio have determined that it is in the best interests of the Authority and Indio for Indio to procure certain components of the 2023 Projects and to take other actions necessary and appropriate to advance the development and implementation of the 2023 Projects; and WHEREAS, the Authority and Indio desire to provide for the reimbursement of costs incurred by Indio relating to the 2023 Projects pursuant to a Cost Reimbursement Agreement (the “Cost Reimbursement Agreement”) between Indio and the Authority.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE INDIO ELECTRIC

FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

1. The Board hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the Authority and that the statements, findings and determinations set forth above and in the preambles of the documents approved herein are true and correct.

2. The Indenture in substantially the form on file with the Authority is hereby approved.

The Chair, Vice Chair, the Executive Director and Treasurer of the Authority, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed to execute and deliver the Indenture with such changes, insertions and omissions as may be approved by Bond Counsel and General Counsel to the Authority, said execution by an Authorized Officer being conclusive evidence of such approval.

3. The First Supplemental Indenture in substantially the form on file with the Authority is hereby approved. Each of the Authorized Officers is hereby authorized and directed to execute

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and deliver the First Supplemental Indenture with such changes, insertions and omissions as may be approved by Bond Counsel and General Counsel to the Authority, said execution by an Authorized Officer being conclusive evidence of such approval.

4. The issuance by the Authority of not to exceed $70,000,000 aggregate principal amount of 2023 Bonds, in accordance with the provisions set forth in the Indenture and the First Supplemental Indenture, in one or more series or subseries or additional series and subseries designations, as applicable, for purposes of financing the 2023 Projects is hereby authorized and approved.

5. The Bond Purchase Contract with Piper Sandler & Co., as underwriter of the 2023 Bonds, in substantially the form on file with the Authority is hereby approved. Each of the Authorized Officers is hereby authorized and directed to execute and deliver the Bond Purchase Contract with such changes, insertions and omissions as may be approved by Bond Counsel and General Counsel to the Authority, said execution by an Authorized Officer being conclusive evidence of such approval; provided, however, that in no event shall the principal amount of the 2023 Bonds exceed $70,000,000 nor shall the underwriter’s discount exceed 1.50% of the principal amount of the 2023 Bonds, nor shall the true interest cost of the 2023 Bonds exceed 6.75%.

6. Based on the CEQA review and CEQA findings and determinations set forth in Exhibit “A” hereto and incorporated herein by this reference, the Board hereby approves each of the 2023 Projects as further described in Exhibit “A” hereto and herby approves the Project Agreements in substantially the form on file with the Authority. Each of the Authorized Officers are hereby authorized and directed to execute and deliver the Project Agreement applicable to each of the 2023 Projects with such changes, inserts and omissions as may be approved by each of the Authorized Officers, said execution by an Authorized Officer being conclusive evidence of such approval.

7. The Cost Reimbursement Agreement, in substantially the form on file with the Authority, is hereby approved. Each of the Authorized Officers are hereby authorized and directed to execute and deliver the Cost Reimbursement Agreement with such changes, insertions and omissions as may be approved by Bond Counsel and the General Counsel to the Authority.

8. The Board hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond and Disclosure Counsel, Fieldman, Rolapp & Associates, Inc., as Municipal Advisor, and U.S. Bank Trust Company, National Association as Trustee, each to provide such services to the Authority as may be required to issue the 2023 Bonds. The Authorized Officers are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the 2023 Bonds.

9. Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on the 2023 Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the 2023 Bonds. Bond Counsel is hereby directed to make all changes to the Indenture, the First Supplemental Indenture, and the Bond Purchase Contract, as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.

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10. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

11. The JPA was duly filed with the California Secretary of State, in accordance with Government Code Section 6503.5.

12. In accordance with Government Code Section 5852.1, there has been presented to this Board in the Staff Report accompanying this Resolution certain good faith estimates provided to the Authority by its municipal advisor with respect to the 2023 Bonds. The Board hereby finds that the requirements of Section 5852.1 have been satisfied.

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

PASSED, APPROVED AND ADOPTED this 18th of September, 2023, by the following vote:
_______________________________

OSCAR ORTIZ, CHAIR

INDIO ELECTRIC FINANCING

AUTHORITY
ATTEST:
________________________________

SABDI SANCHEZ, SECRETARY

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EXHIBIT A
2023 PROJECTS DESCRIPTIONS
AVE. 42 PROJECT
Proposed Location:

The project site is located adjacent to the existing IID Avenue 42 Substation and is an approximately

4.6-acre portion of a 7.9-acre parcel identified as Assessor’s Parcel Number (“APN”) 606-091-004 in the City of Indio.

Proposed Project:

The proposed project includes construction of one additional 28 megavolt-amperes (MVA) substation transformer bank, resulting in a post-project condition of three (3) 28 MVA substation transformer banks on the project site that will interconnect with IID electrical facilities.

CEQA Review:

The proposed project has undergone CEQA review pursuant to a Notice of Exemption filed by Indio as lead agency on November 8, 2022.

DR. CARREON PROJECT
Project Location:

The project site is located adjacent to the existing IID Dr. Carreon Substation and is an approximately 3.11-acre parcel east of Monroe Street and identified as APN 614‐130‐036 in the City of Indio.

Project Description:

The proposed project includes the expansion of the existing Dr. Carreon Substation with construction of up to two (2) additional 28 MVA substation transformer banks on the project site that will interconnect with IID electrical facilities.

CEQA Review:

The proposed project has undergone CEQA review pursuant to a Notice of Exemption filed by Indio as lead agency on November 8, 2022.

NORTHGATE PROJECT
Project Location:

The proposed project site is approximately 2.3 acres and is a portion of APN 606-130-065.

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Project Description:

The proposed project involves the construction of a new electrical substation with up to two (2) 28 MVA electrical transformer banks on the proposed project site that will interconnect with IID electrical facilities.

CEQA Review
The 2007 Northgate Specific Plan Program Final Environmental Impact Report (State Clearinghouse Number 2006111116) (the “Northgate Crossing FEIR”) identified the proposed project as serving the potential need for a new substation in the vicinity of the Northgate Crossing SP area to provide electric power service to the planned development. A Notice of Determination was filed with the Clerk of the County of Riverside on June 22, 2007 and filed with the State Office of Planning and Research on June 25, 2007. Indio approved a Finding of Consistency with the Northgate Crossing FEIR with respect to the proposed project on November 9, 2022.

AVE. 40 PROJECT
Project Location:

The proposed project site is an approximately 2.32 acre site located within the southwestern corner of APN 691-110-007 east of Burr Street.

Proposed Project:

The proposed project involves the construction of a new electrical substation with up to two (2) 25 MVA electrical transformer banks that will interconnect with IID electrical facilities.

CEQA Review:

Indio prepared and circulated for comment a draft Environmental Impact Report (EIR) for the proposed Desert Retreat Specific Plan (State Clearinghouse Number 2022070300). The draft EIR evaluated the Desert Retreat Specific Plan and the proposed need for a new substation project to provide electric power service to the planned development, among other projects. Comments to the draft EIR were provided by interested persons and public agencies, including IID as a responsible agency regarding the proposed new electrical substation project. On August 16, 2023, the Indio City Council held a noticed public hearing and regular meeting and adopted resolutions conditionally approving the Desert Retreat Specific Plan and related actions and adopted Resolution No. 10388 certifying the final EIR. On August 17, 2023, a Notice of Determination was filed with the Clerk of the County of Riverside and the State Office of Planning and Research.

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Draft of 09/13/2023
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INDENTURE
between

INDIO ELECTRIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
________________________________
Dated as of December 1, 2023
________________________________
Relating To

INDIO ELECTRIC FINANCING AUTHORITY

ELECTRIC REVENUE BONDS

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TABLE OF CONTENTS
Page
i
4877-6603-9415/200973-0004

ARTICLE I
EQUALITY OF SECURITY; DEFINITIONS; CONTENT OF CERTIFICATES SECTION 1.01. Equality of Security ............................................................................................2 SECTION 1.02. Definitions ..........................................................................................................2 SECTION 1.03. Content of Certificates......................................................................................17

ARTICLE II

THE BONDS
SECTION 2.01. Authorization of Bonds.....................................................................................17 SECTION 2.02. Terms of the Bonds...........................................................................................18 SECTION 2.03. Form of Bonds ..................................................................................................18 SECTION 2.04. Execution of Bonds...........................................................................................18 SECTION 2.05. Transfer of Bonds .............................................................................................19 SECTION 2.06. Exchange of Bonds...........................................................................................19 SECTION 2.07. Bond Register ...................................................................................................19 SECTION 2.08. Temporary Bonds .............................................................................................19 SECTION 2.09. Bonds Mutilated; Lost; Destroyed or Stolen ....................................................20 SECTION 2.10. Use of Securities Depository ............................................................................20

ARTICLE III

ISSUANCE OF BONDS
SECTION 3.01. Issuance of Bonds.............................................................................................22 SECTION 3.02. Issuance of Additional Bonds...........................................................................22 SECTION 3.03. Proceedings for Issuance of Additional Bonds.................................................23 SECTION 3.04. Issuance of Refunding Bonds ...........................................................................24 SECTION 3.05. Limitations on the Issuance of Obligations Payable from the Trust Estate; Parity Obligations .................................................................................25 SECTION 3.06. Application of Proceeds....................................................................................26 SECTION 3.07. Designation of Parity Obligations ....................................................................26

ARTICLE IV

REDEMPTION, TENDER AND PURCHASE OF BONDS
SECTION 4.01. Terms of Redemption, Tender and Purchase....................................................26 SECTION 4.02. Notice of Redemption.......................................................................................26 SECTION 4.03. Partial Redemption of Bonds............................................................................27 SECTION 4.04. Effect of Redemption........................................................................................27

ARTICLE V
PLEDGE OF TRUST ESTATE; ESTABLISHMENT AND APPLICATION OF FUNDS AND

ACCOUNTS
SECTION 5.01. Pledge of Trust Estate; Revenue Fund..............................................................28 SECTION 5.02. Allocation of Moneys in the Revenue Fund.....................................................29 SECTION 5.03. Application of Interest Fund.............................................................................31 SECTION 5.04. Application of Principal Fund ..........................................................................31 SECTION 5.05. Establishment, Funding and Application of Bond Reserve Funds...................32 SECTION 5.06. Application of Redemption Fund .....................................................................35 SECTION 5.07. Rebate Fund......................................................................................................35