Indio City Council
July 16, 2025

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 116 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND

BALANCE SHEET
JUNE 30, 2022
Assets:

Pooled cash and investments (Note 4) $ 36,088,124
Total Assets $ 36,088,124
Liabilities and Fund Balance:

Liabilities:

Accounts payable $ 1,280
Total Liabilities 1,280
Fund Balance:

Assigned for Measure X 36,086,844
Total Fund Balance 36,086,844
Total Liabilities and Fund Balance $ 36,088,124
See Accompanying Notes to Financial Statements.
4

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 117 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND

STATEMENT OF REVENUES, EXPENDITURES, AND

CHANGES IN FUND BALANCE
FOR THE YEAR ENDED JUNE 30, 2022
Revenues:

Taxes $ 17,298,154
Total Revenues 17,298,154
Expenditures:

Current:

Public works 5,047
Capital outlay 169,353
Total Expenditures 174,400
Other Financing Sources (Uses):

Contribution to City (Note 5) (1,169,259)
Net Change in Fund Balance 15,954,495
Fund Balance, Beginning of the Year 20,132,349
Fund Balance, End of the Year $ 36,086,844
See Accompanying Notes to Financial Statements.
5

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 118 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND

STATEMENT OF REVENUES, EXPENDITURES, AND

CHANGES IN FUND BALANCE - BUDGET AND ACTUAL
FOR THE YEAR ENDED JUNE 30, 2022
Variance with
Original Final Actual Final Budget
Revenues:

Taxes $ - - $ 17,298,154 $ $ 17,298,154
Total Revenues - 17,298,154 - 17,298,154
Expenditures:

Current:

Public works 4,500,000 4,500,000 5,047 4,494,953
Capital outlay 260,000 260,000 169,353 90,647
Total Expenditures 4,760,000 4,760,000 174,400 4,585,600 Excess (Deficiency) of Revenues
Over (Under) Expenditures (4,760,000) (4,760,000) 17,123,754 21,883,754 Other Financing Sources (Uses):

Contribution to City (7,303,485) (7,303,485) (1,169,259) 6,134,226 Net Change in Fund Balance (12,063,485) (12,063,485) 15,954,495 28,017,980 Fund Balance, Beginning of the Year 12,022,852 12,022,852 20,132,349 8,109,497 Fund Balance, End of the Year $ (40,633) $ (40,633) $ 36,086,844 $ 36,127,477 Budgeted Amounts
See Accompanying Notes to Financial Statements.
6

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 121 of 1774 6833/(0(17$5<,1)250$7,21
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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 122 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND

BUDGETARY COMPARISON SCHEDULE

BY PROJECT
FOR THE YEAR ENDED JUNE 30, 2022
Variance
Final Budget Actual Over / (Under)
Project Description:

Judgment Obligation Bond $ 1,169,259 1,170,882 $ $ (1,623) PD Body Worn Cameras 200,000 169,353 (30,647)
Public Safety Campus 5,047 3,000,000 (2,994,953)
Total $ 4,370,882 $ 1,343,659 $ (3,027,223)
10

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 128 of 1774 1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com
INDEPENDENT ACCOUNTANTS’ REPORT
To the Honorable Mayor and Members of the City Council
City of Indio, California
We have performed the procedures enumerated below on the utility users tax revenues received through Measure S, approved by the voters of the City of Indio, California (the “City”), and the expenditures related to those revenues over the past ten (10) fiscal years (“Measure S Revenues and Expenditures”). The City’s management is responsible for the Measure S Revenues and Expenditures.

The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of providing additional analysis and transparency to the stakeholders regarding the Measure S utility users tax revenues received by the City, and the expenditure of those revenues. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

The procedures and the associated findings are as follows:

Procedure No. 1: We obtained and reviewed the City Ordinance and Ballot Measure describing the purpose and allowable expenditures for Measure S funding.

Observation: The purpose of the increase in utility users tax from 3% to 6% through the passage of Measure S was to offset state budget cuts and to limit cuts to police, fire, other public safety services, public works projects, senior services, parks and recreation services, and other general City services. Exhibit A illustrates the usage of Measure S revenues over the past ten fiscal years.

We noted that the additional revenues received from Measure S were spent in accordance with the Ballot Measure.

Procedure No. 2: We recalculated the amount of additional utility users tax that Measure S has generated since its passage by the voters.

Observation: Measure S has generated an additional $50.9 million in utility users’ tax since fiscal year 2013/14. Exhibit B illustrates the total utility users tax for each of the last ten fiscal years (fiscal years 2013-14 through 2022-23), and an estimation of what utility users tax would have been without the passage of Measure S over the same period.

Procedure No. 3: We identified the expenditure categories which were supported by Measure S revenues and verified that they were allowable under the provisions of the Ballot Measure approved by voters.

Observation: Measure S revenues have primarily supported public safety (average 66.4%) and public works (average 12.4%) expenditures. Other expenditure categories supported by Measure S revenues are general government, community development, community services, debt service, and other. All of these other categories averaged less than 10% of total support from Measure S. Exhibit A illustrates the usage of Measure S revenues for the past ten fiscal years. All of these expenditure categories are considered allowable under the terms of the Ballot Measure and City Ordinance.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 129 of 1774 To the Honorable Mayor and Members of the City Council
City of Indio, California
We were engaged by management of the City to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the AICPA. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Measure S Revenues and Expenditures. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

Brea, California
January 12, 2024

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EXHIBIT A
USAGE OF MEASURE S REVENUES (LAST 10 YEARS)
FISCAL YEAR 2013/14 THROUGH 2022/23
Expenditure Category 2013/14 2014/15 2015/16 2016/17 2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 General Government 8.4% 8.0% 8.1% 7.3% 7.7% 7.3% 10.3% 12.9% 13.3% 15.3% Public Safety 70.3% 63.0% 67.4% 68.0% 67.8% 61.4% 64.4% 65.5% 66.8% 49.5% Public Works 9.9% 8.7% 10.7% 11.9% 11.6% 20.2% 15.5% 10.3% 9.7% 20.3% Community Development 6.4% 10.2% 8.5% 7.8% 6.9% 6.8% 5.8% 7.2% 5.7% 7.8% Community Services 3.5% 2.7% 4.3% 4.3% 4.7% 3.7% 4.0% 3.9% 4.4% 3.5% Other 0.7% 6.7% 0.4% 0.1% 0.8% 0.1% - 0.2% 0.1% 2.0%
Debt Service 0.8% 0.6% 0.7% 0.6% 0.6% 0.5% - - - 2.5%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%
100.0%
2013/14 2014/15 2015/16 2016/17 2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 Percentage of expenditure
Fiscal Year
Usage of Measure S (Last 10 Years)
General Government Public Safety Public Works Community Development Community Services Other Debt Service

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EXHIBIT B

EFFECT OF MEASURE S ON UTILITY USERS TAX REVENUE
FOR THE FISCAL YEARS 2013/14 THROUGH 2022/23
Total Utility Users Estimated Estimated
Total Utility Less: Tax Subject to Utility Users Tax Increase Due Fiscal Year Users Tax Cable UUT 1 Measure S Increase Without Measure S To Measure S 13/14 $ 8,387,643 $ 571,012 $ 7,816,631 $ 3,908,316 $ 4,479,327 14/15 8,753,087 521,567 8,231,520 4,115,760 4,637,327
15/16 8,573,210 537,464 8,035,746 4,017,873 4,555,337
16/17 8,534,925 539,016 7,995,909 3,997,955 4,536,970
17/18 8,512,701 580,566 7,932,135 3,966,068 4,546,633
18/19 8,019,337 534,674 7,484,663 3,742,332 4,277,005
19/20 7,972,183 507,776 7,464,407 3,732,204 4,239,979
20/21 8,417,318 461,539 7,955,779 3,977,890 4,439,428
21/22 9,542,953 611,126 8,931,827 4,465,914 5,077,039
22/23 10,771,596 546,883 10,224,713 5,112,357 5,659,239 Total $ 95,883,982 $ 5,968,093 $ 89,915,889 $ 44,957,949 $ 50,926,033 Notes to the Exhibit:
1 Cable Utility Users Tax was not subject to Measure S increases, and is therefore excluded from the rest of the calculation.

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 138 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND
Balance Sheet
June 30, 2023
Assets:

Pooled cash and investments (Note 4) $ 47,172,561
Total Assets $ 47,172,561
Fund Balance:

Assigned for Measure X $ 47,172,561
Total Fund Balance $ 47,172,561
4

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 139 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND
Statement of Revenues, Expenditures, and
Changes in Fund Balance
For the Year Ended June 30, 2023
Revenues:

Taxes $ 18,547,946
Total Revenues 18,547,946
Expenditures:

Capital outlay 6,289,079
Debt Service
Principal 675,000
Interest 496,870
Total Expenditures 7,460,949
Excess of Revenues over Expenditures 11,086,997
Other Financing Sources (Uses):

Transfers in (Note 5) 47,291,467
Contribution to City (Note 5) (47,292,747)
Net Change in Fund Balance 11,085,717
Fund Balance, Beginning of the Year 36,086,844
Fund Balance, End of the Year $ 47,172,561
5

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 140 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND
Statement of Revenues, Expenditures, and
Changes in Fund Balance - Budget and Actual
For the Year Ended June 30, 2023
Variance with
Original Final Actual Final Budget
Revenues:

Taxes $ - - $ 18,547,946 $ $ 18,547,946
Total Revenues - 18,547,946 - 18,547,946
Expenditures:

Capital outlay 1,899,830 - 6,289,079 (4,389,249)
Debt Services
Principal 6,173,413 - 675,000 5,498,413
Interest - - 496,870 (496,870)
Total Expenditures 1,899,830 - 7,460,949 (4,389,249)
Excess (Deficiency) of Revenues
Over (Under) Expenditures (1,899,830) - 11,086,997 12,986,827 Other Financing Sources (Uses):

Transfers in 47,391,467 - 47,291,467 (100,000)
Contribution to City (39,219,504) - (47,292,747) (8,073,243) Net Change in Fund Balance - 6,272,133 11,085,717 4,813,584 Fund Balance, Beginning of the Year (1,336,841) (1,336,841) 36,086,844 37,423,685 Fund Balance, End of the Year $ (1,336,841) $ 4,935,292 $ 47,172,561 $ 42,237,269 Budgeted Amounts
6

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 142 of 1774 &,7<2),1',2&$/,)251,$
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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 144 of 1774

CITY OF INDIO, CALIFORNIA

MEASURE X FUND
Budgetary Comparison Schedule
By Project
For the Year Ended June 30, 2023
Variance
Final Budget Actual Over / (Under)
Project Description:

Misc median Landscaping Improvement 136,688 1,000,000 $ (863,312) Jefferson West Entry Median Imporvements at Indio Blvd 16,584 750,000 (733,416) $ Hwy 111 Median landscaping - 3,000,000 (3,000,000) $
Golf center hwy 11 Landscaping - 200,000 (200,000) $
Oasis Rd Beautification 52,215 1,000,000 $ (947,785)
Ave 48 Oleander Replacement - 65,000 $ (65,000)
Downtown Shade trees - 400,000 $ (400,000)
Downtown Gateway signage 48,655 800,000 $ (751,345)
PMS Street Rehabilitation 2,680,423 2,680,423 $ -
Herbert Hoover Elem Pedestrian Improv 1,203,520 1,203,520 $ - Street Sign Master Arm Replacement 29,391 250,000 $ (220,609) Indio Sports Park 151,501 1,000,000 $ (848,499)
South Jackson Park and Soccer 494,456 1,344,500 $ (850,044) Downtown Living Room 678,286 1,800,000 $ (1,121,714)
John Nobles Park - 2,000,000 $ (2,000,000)
Indio Sports Park Phase II - 2,500,000 $ (2,500,000)
Miles Avenue Skate Park - 1,000,000 $ (1,000,000)
Park & Playground Upgrades 155,280 2,000,000 $ (1,844,720) Pickleball at patton Park 220,858 900,000 $ (679,142)
Dog Park Miles Ave Park 20,991 300,000 $ (279,009)
Indio Market/John Nobles - 2,000,000 $ (2,000,000)
Public Safety Campus 56,539 5,000,000 $ (4,943,461)
Demo Church - Smurr 37,686 100,000 $ (62,314)
Downtown Façade - 500,000 $ (500,000)
Museum 123,062 210,000 $ (86,938)
Hwy 111 corridor - 700,000 $ (700,000)
I-10 at Monroe 182,944 8,414,611 (8,231,667)
Total $ 41,118,054 $ 6,289,079 $ (34,828,975)
10

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 146 of 1774 7RWKH+RQRUDEOH0D\RUDQG0HPEHUVRIWKH&LW\&RXQFLO &LW\RI,QGLR&DOLIRUQLD
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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 147 of 1774 ()RXUWK6WUHHW6XLWH
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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 148 of 1774 7RWKH+RQRUDEOH0D\RUDQG0HPEHUVRIWKH&LW\&RXQFLO &LW\RI,QGLR&DOLIRUQLD
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14

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 149 of 1774 City of Indio
Measure S Utility Users Tax
Indio, California
Independent Accountants’ Report on
Applying Agreed-Upon Procedures to
Measure S Revenues and Expenditures
For the Year Ended June 30, 2024

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 150 of 1774 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707
INDEPENDENT ACCOUNTANTS’ REPORT ON

APPLYING AGREED-UPON PROCEDURES
To the Honorable Mayor and the Members of the City Council of the City of Indio
Indio, California
We have performed the procedures enumerated below on the City of Indio, California’s (the “City”) compliance with Measure S utility users tax revenues received by the City, and the expenditure of those revenues (“Measure S Revenues and Expenditures”) for the year ended June 30, 2024. The City’s management is responsible for the Measure S Revenues and Expenditures.

The City’s management has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting users in determining whether the entity complied with the specified requirements. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

The procedures and associated findings are as follows:

1. We obtained and reviewed the City Ordinance and Ballot Measure describing the purpose and allowable expenditures for Measure S funding.

Finding: No exceptions were noted. The purpose of the increase in utility users tax from 3% to 6% through the passage of Measure S was to offset state budget cuts and to limit cuts to police, fire, other public safety services, public works projects, senior services, parks and recreation services, and other general City services. Exhibit A illustrates the usage of Measure S revenues over the past ten fiscal years. We noted that the additional revenues received from Measure S were spent in accordance with the Ballot Measure.

2. We recalculated the amount of additional utility users tax that Measure S has generated since its passage by the voters.

Finding: No exceptions were noted. Measure S has generated an additional $42.3 million in utility users’ tax since fiscal year 2014-15. Exhibit B illustrates the total utility users tax collected for the last ten fiscal years from July 1, 2014 through June 30, 2024, and an estimate of the utility users tax revenue would have been without the passage of Measure S over the same period.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 151 of 1774 To the Honorable Mayor and the Members of City Council
of the City of Indio
Indio, California

2 3. We identified the expenditure categories which were supported by Measure S revenues and verified that they were allowable under the provisions of the Ballot Measure approved by voters.

Finding: No exceptions were noted. Since the fiscal year 2014-15, Measure S revenues have primarily supported public safety (average 66.1%) and public works (average 11.8%) expenditures. Other expenditure categories supported by Measure S revenues are general government, community development, community services, debt service, and other services averaging less than 10% of total expenditures. Exhibit A illustrates the usage of Measure S revenues over the past ten fiscal years. All expenditure categories are considered allowable under the terms of the Ballot Measure and City Ordinance.

We were engaged by the City’s management to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on compliance with specified requirements.

Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the information and use of City Council and the management of the City and is not intended to be and should not be used by anyone other than those specified parties.

Santa Ana, California
March 31, 2025

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 152 of 1774 City of Indio
Exhibit A
Usage of Measure S Revenues
For the Last Ten Fiscal Years
3 Fiscal Year 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Expenditure Category:

General government 8.0% 8.1% 7.3% 7.7% 7.3% 10.3% 12.9% 13.3% 14.0% 10.0% Public safety 63.0% 67.4% 68.0% 67.8% 61.4% 64.4% 65.5% 66.8% 68.0% 69.1% Community development 10.2% 8.5% 7.8% 6.9% 6.8% 5.8% 7.2% 5.7% 4.7% 4.9% Community services 2.7% 4.3% 4.3% 4.7% 3.7% 4.0% 3.9% 4.4% 4.2% 4.3% Public works 8.7% 10.7% 11.9% 11.6% 20.2% 15.5% 10.3% 9.7% 9.1% 10.1% Others 6.8% 0.3% 0.1% 0.7% 0.1% - 0.2% 0.1% - 1.4%
Debt service 0.6% 0.7% 0.6% 0.6% 0.5%- - - -0.2%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 0%
20%
40%
60%
80%
100%
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24

USAGE OF MEASURE S REVENUES

FOR THE LAST TEN FISCAL YEARS
General government Public safety Community development Community services Public works Others Debt service

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 153 of 1774 City of Indio
Exhibit B
Effect of Measure S on Utility Users Tax Revenue
For the Last Ten Fiscal Years
4 Fiscal Year
Total Utility
Users Tax
Less:

Cable Utility
Users Tax1
Total Utility Users
Tax Subject to
Measure S Increase
Estimated Utility
Users Tax Without
Measure S
Estimated Increase
Due To Measure S
2014-15 8,753,087 $ 521,567 $ 8,231,520 $ 4,637,327 $ 4,115,760 $ 2015-16 8,573,210 537,464 8,035,746 4,555,337 4,017,873 2016-17 8,534,925 539,016 7,995,909 4,536,970 3,997,955 2017-18 8,512,701 580,566 7,932,135 4,546,633 3,966,068 2018-19 8,019,337 534,674 7,484,663 4,277,005 3,742,332 2019-20 7,972,183 507,776 7,464,407 4,239,979 3,732,204 2020-21 8,417,318 461,539 7,955,779 4,439,428 3,977,890 2021-22 9,542,953 611,126 8,931,827 5,077,039 4,465,914 2022-23 10,771,596 546,883 10,224,713 5,659,239 5,112,357 2023-24 10,929,249 517,288 10,411,961 5,723,268 5,205,981 Total 90,026,559 $ 5,357,899 $ 84,668,660 $ 47,692,225 $ 42,334,334 $ Note:
1 Cable Utility Users Tax was not subject to Measure S increases, and is therefore excluded from the calculation of total UUT subject to Measure S Increase.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 154 of 1774 Measure X Fund
of the City of Indio, California
Indio, California
Independent Auditors’ Reports
and Financial Statements
For the Year Ended June 30, 2024

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 155 of 1774

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 156 of 1774 Measure X Fund of the City of Indio, California
For the Year Ended June 30, 2024
Table of Contents
Page
Independent Auditors’ Report:

Report on the Audit of the Financial Statements ................................................................................................. 1 Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed In Accordance with Government Auditing Standards .................................................................................... 5 Financial Statements:

Balance Sheet ............................................................................................................................................................ 9 Statement of Revenues, Expenditures, and Change in Fund Balance ..................................................................... 10 Notes to the Financial Statements ........................................................................................................................... 11 Supplementary Information:

Statement of Revenues, Expenditures, and Change in Fund Balance – Budget and Actual ................................... 15 Budgetary Comparison Schedule By Project .......................................................................................................... 16

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 158 of 1774 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707
INDEPENDENT AUDITORS’ REPORT
To the Honorable Mayor and Members of the City Council
of the City of Indio
Indio, California
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of the Measure X Fund (the "Fund") of the City of Indio, California (the "City"), as of and for the year ended June 30, 2024, and the related notes to the financial statements, as listed in the table of contents.

In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Fund of the City as of June 30, 2024, and the change in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (“Government Auditing Standard”). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter
As discussed in Note 1, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the City, as of June 30, 2024, the changes in its financial position, or where applicable, it’s cash flows for the year then ended in accordance with accounting principles generally accepted in United States of America. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 159 of 1774 To the Honorable Mayor and Members of the City Council
of the City of Indio
Indio, California

2 Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS and Government Auditing Standards, we  exercise professional judgment and maintain professional skepticism throughout the audit.  identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.  evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Supplementary Information
Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund’s financial statements. The Schedule of Revenues, Expenditures, and Change in Fund Balance – Budget and Actual and the Budgetary Comparison Schedule by Project are presented for the purpose of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the Schedule of Revenues, Expenditures, and Change in Fund Balance – Budget and Actual and Actual and the Budgetary Comparison Schedule by Project are fairly stated, in all material respects, in relation to the financial statements as a whole.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 160 of 1774 To the Honorable Mayor and Members of the City Council
of the City of Indio
Indio, California

3 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated February 28, 2025, on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control over the financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance.

Santa Ana, California
February 28, 2025

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 161 of 1774 4 This page intentionally left blank.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 162 of 1774 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER

MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH

GOVERNMENT AUDITING STANDARDS
Independent Auditors’ Report
To the Honorable Mayor and Members of the City Council
of the City of Indio
Indio, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (“Government Auditing Standards”), the financial statements of the Measure X Fund (the “Fund”) of the City of Indio, California (the “City”), as of and for the year ended June 30, 2024, and the related notes to the financial statements and have issued our report thereon dated February 28, 2025.

Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over the Fund’s financial reporting (“internal control”) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weakness. However, material weaknesses or deficiencies may exist that were not identified.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 163 of 1774 To the Honorable Mayor and Members of the City Council
of the City of Indio
Indio, California

6 Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Fund’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Santa Ana, California
February 28, 2025

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 164 of 1774

FUND FINANCIAL STATEMENTS
7

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8

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 166 of 1774 ASSETS:

Pooled cash and investments $ 45,475,717
Total assets $ 45,475,717
FUND BALANCE:

Assigned for Measure X $ 45,475,717
Total fund balance $ 45,475,717
Measure X Fund of the City of Indio
Balance Sheet
June 30, 2024
See accompanying Notes to the Financial Statements.
9

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 167 of 1774 REVENUE:

Taxes $ 18,304,651
Total revenues 18,304,651
EXPENDITURES:

Capital outlay 14,838,991
Debt Service:

Principal 1,980,000
Interest 3,182,504
Total expenditures 20,001,495
NET CHANGE IN FUND BALANCE (1,696,844)
FUND BALANCE:

Beginning of year 47,172,561
End of year $ 45,475,717
Measure X Fund of the City of Indio
Statement of Revenues, Expenditures, and Change in Fund Balance For the Year Ended June 30, 2024
See accompanying Notes to the Financial Statements.
10

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 168 of 1774 Measure X Fund of the City of Indio
Notes to Financial Statements
For the Year Ended June 30, 2024
11 Note 1 – Summary of Significant Accounting Policies
A. The Reporting Entity
The Measure X Fund (the “Fund”) of the City of Indio, California (the “City”) was formed to account for resources received and used from the City's Measure X Transactions and Use Tax. The City performs all administrative and accounting functions. Complete financial statements of the City can be obtained from the City's Finance Department.

B. Basis of Presentation
The financial statements of the Fund have been prepared in conformity with generally accepted accounting principles (“GAAP”) as applied to governmental units. The Government Accounting Standards Board (“GASB”) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The accompanying financial statements present only information pertain to the Fund and are not intended to present the financial position, changes in financial position, or cash flows of the City.

C. Measurement Focus and Basis of Accounting
The Fund’s financial statements are presented using the “current financial resources” measurement focus. This means that only current assets and current liabilities are generally included on their balance sheet. The statement of revenues, expenditures, and change in fund balance present increases (revenues) and decrease (expenditures) in net current assets.

The activities of the Fund are reported in various governmental funds of the City. Governmental funds are accounted for using the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when they become susceptible to accrual (i.e. both measurable and available). Measurable means that the amount of the transaction can be estimated, or otherwise determined. Available means the funds are collectible within 60 days after year-end. Expenditures are generally recognized when the related liability is incurred.

The Measure X revenues are reported in the General Fund of the City. Capital projects activities are reported as capital outlays, including the acquisition or construction of capital facilities and other capital assets in the Capital Projects Fund. Debt service activities for the repayment of City’s Judgment Obligation Bonds, Series 2017 and Lease Revenue Refunding Bonds, Series 2022A are reported in the Debt Service Funds.

D. Cash and Investments
The Fund’s cash balance was pooled with various other City funds for deposit and investment purposes. The City’s Treasurer is responsible for the cash management of the Fund’s cash balance, which pools available cash for investment purposes. The cash and cash equivalents are considered to be cash on hand, demand deposits, and shortterm investments with original maturity of three months or less from the date of acquisition. Each City fund owns a share of pooled cash and investments, which are separately maintained, and interest income was apportioned based on its average month-end cash balances to the total of the pooled cash and investments.

E. Fund Balance
Governmental fund balance represents the net current assets of the fund. Net current assets generally represent a fund's cash and receivables, less its liabilities. The fund balance is designated as assigned for the purposes allowable under the provisions of the Measure X ballot measure.

Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 169 of 1774 Measure X Fund of the City of Indio
Notes to Financial Statements (Continued)
For the Year Ended June 30, 2024
12 Note 2 - Pooled Cash and Investments
The Fund participates in the City's pooled cash and investments (the “pool”). At June 30, 2024, the cash and investment balance of $45,475,717 represents the Fund's share of the pool. Information relating to the City's cash and investments can be found in the City's basic financial statements.

Note 3 – Commitments and Contingencies
The Fund is subject to litigation arising in the normal course of business. In the opinion of legal counsel there is no pending litigation, which is likely to have a material adverse effect on the financial position of the Fund.

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SUPPLEMENTARY INFORMATION
13

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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 172 of 1774 Variance with
Final Budget
Positive
Original Final Actual (Negative)
REVENUES:

Taxes 18,500,000 $ 18,500,000 $ 18,304,651 $ 195,349 $
Total revenues 18,500,000 18,500,000 18,304,651 195,349 EXPENDITURES:

Capital outlay 19,114,996 19,114,996 14,838,991 4,276,005 Debt Service:

Principal 1,480,000 1,480,000 1,980,000 (500,000)
Interest and fiscal charges 738,981 738,981 3,182,503 (2,443,522) Total Expenditures 21,333,977 21,333,977 20,001,495 1,332,482 NET CHANGE IN FUND BALANCE (2,833,977) (2,833,977) (1,696,844) (1,137,133) FUND BALANCE:

Beginning of year 47,172,561
End of year $ 45,475,717
Notes:

Before the beginning of the fiscal year, the City Manager submits to the City Council a proposed budget for the year commencing the following July 1. Public hearings are then conducted to obtain taxpayer comments and the budget is subsequently adopted through passage of a resolution.

All appropriated amounts are as originally adopted or as amended by the City Council and lapse at year-end. Encumbrances and continuing appropriations are rebudgeted on July 1 by City Council action. Original appropriations may be modified by supplementary budget revisions and transfers among budget categories. The City Council approves all budget changes at the department level. The City Manager is authorized to make budget transfers within departments.

Budgeted Amounts
Measure X Fund of the City of Indio
Statement of Revenues, Expenditures, and Changes in Fund Balance - Budget to Actual For the Year Ended June 30, 2024
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Receive and File the Measure X and Measure S Annual Reports for Fiscal Y... Page 173 of 1774 Variance with
Final Budget
Final Positive
Budget Actual (Negative)
Project Description:

Avenue 44 Bridge at the Wash 1,050,000 $ 262,595 $ 787,405 $ Oasis Rd Beautifcation and "diet" from Indio Blvd to Hwy 111 1,600,000 99,175 1,500,825 Misc. Roadway Landscaping Improvements 441,330 4,000,000 3,558,670 Jefferson West Entry Median Improvements at Indio Blvd 750,000 1,836 748,164 Downtown Shade Trees 400,000 - 400,000
Downtown Gateway Signage 800,000 324,476 475,524
PMS Street Rehabilitation 10,300,000 10,300,000 -
Street sign mast arm replacements (new branding) 250,000 192,716 57,284 South Jackson Park and Soccer Park Improvements 934,500 850,044 84,456 Downtown Living Room Project 2,200,000 - 2,200,000
Indio Sports Park - Phase 1 1,000,000 75,356 924,644
Miles Avenue Skate Park 103,014 1,000,000 896,986
Dog Park at Miles Avenue Park 450,000 279,009 170,991
John Nobles Park 600,000 - 600,000
Indio Sports Park - Phase 2 500,000 - 500,000
Pickleball Courts 750,000 - 750,000
Downtown Facade, Signage Improvements 700,000 245,275 454,725 Hwy 111 Corridor Façade, Signage Improvements 700,000 - 700,000 Police Department Headquarter Renovations 675,000 - 675,000 Library and City Hall - Fixtures and Furniture 650,000 4,252 645,748 Outdoor living Room Stage Equipment and LED Screen 250,000 250,000 - I-10 at Monroe Street Interchange Project 12,000,000 163,325 11,836,675 Downtown Property Purchase 2,900,000 1,246,588 1,653,412 Total $ 14,838,991 44,459,500 $ 29,620,509 $
Note:

The budget amounts presented in this schedule reflect a multiyear budget, as several projects span multiple fiscal years.

Measure X Fund of the City of Indio
Budgetary Comparison Schedule by Project
For the Year Ended June 30, 2024
See accompanying Notes to the Financial Statements.
16

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City Council
July 16, 2025

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Bryan White, Fire Chief
Subject: Second Reading of Ordinance No. 1820, adopting the Fire Hazard Severity Zones as recommended by the California Department of Forestry and Fire Protection Pursuant to Government Code Section 51178.

RECOMMENDATION:

Staff recommends that the City Council adopt Ordinance No. 1820, adopting the Fire Hazard Severity Zones as recommended by the California Department of Forestry and Fire Protection Pursuant to Government Code Section 51178.

SUMMARY:

On June 18, 2025, the City Council introduced for first reading Ordinance No. 1820, adopting the Fire Hazard Severity Zones as recommended by the California Department of Forestry and Fire Protection Pursuant to Government Code Section 51178. The ordinance is presented for second reading and final adoption.

ATTACHMENTS:

Attachment 1 - Ordinance No. 1820 Fire Hazard Severity Zones AGENDA ITEM #10.5
Second Reading of Ordinance No. 1820, adopting the Fire Hazard Severity ... Page 175 of 1774 1 ORDINANCE NO. 1820

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

CALIFORNIA, ADOPTING THE FIRE HAZARD SEVERITY ZONES

AS RECOMMENDED BY THE CALIFORNIA DEPARTMENT OF

FORESTRY AND FIRE PROTECTION PURSUANT TO
GOVERNMENT CODE SECTION 51178
WHEREAS, the California Department of Forestry and Fire Protection (CAL FIRE), pursuant to Government Code Section 51178, has developed updated Fire Hazard Severity Zone (FHSZ) maps for areas within Local Responsibility Areas (LRAs); and
WHEREAS, Government Code Sections 51175 through 51189 require local jurisdictions to adopt the FHSZ maps by ordinance, and to enforce the building standards for new structures in Very High Fire Hazard Severity Zones as established in the California Building Code and California Fire Code; and
WHEREAS, adoption of the FHSZ map will help the City reduce the risk of wildfire through updated planning and building standards and enable better protection of life, property, and natural resources; and WHEREAS, the City of Indio desires to adopt the FHSZ map as recommended by CAL FIRE to comply with state law and to ensure the health, safety, and welfare of the community.

THE CITY COUNCIL OF THE CITY OF INDIO DOES ORDAIN AS
FOLLOWS:

Section 1. RECITALS
That the foregoing recitals are true and correct and are herein adopted by this
reference.

Section 2. DESIGNATION OF FIRE HAZARD SEVERITY ZONES
That the City of Indio hereby adopts and designates the Fire Hazard Severity Zones within the City as recommended by the California Department of Forestry and Fire Protection and presented in the map titled: “City of Indio Fire Hazard Severity Zones Map,” as maintained and published by the California Department of Forestry and Fire Protection.

This map is incorporated by reference and shall serve as the official FHSZ designation within the Local Responsibility Area for the City of Indio.

Second Reading of Ordinance No. 1820, adopting the Fire Hazard Severity ... Page 176 of 1774 2 Section 3. AVAILABILITY OF THE MAP
The official Fire Hazard Severity Zones map is available for public review:
• In the Office of the City Clerk, City of Indio, located at 100 Civic Center Drive, Indio, CA 92201; and
• Electronically in the City’s official website at:
https://www.indio.org/home/showpublisheddocument/5459/63880416 4790400000
Section 4. SEVERABILITY
That, should any provision, section, paragraph, sentence or word of this ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words of this ordinance as hereby adopted

Section 5. REPEAL OF CONFLICTING PROVISIONS
That all the provisions of the Municipal Code as heretofore adopted by the City of Indio that are in conflict with the provisions of this ordinance are hereby repealed.

Section 6. EFFECTIVE DATE
That this ordinance shall be effective thirty days after the second reading of the ordinance.

Section 7. CERTIFICATION
That the City Clerk shall certify to the passage of this ordinance and shall cause the same to be published according to law.

PASSED, APPROVED AND ADOPTED this _____ day of _______, 2025. ______________________________

GLENN MILLER
MAYOR
ATTEST:
______________________________

SABDI SANCHEZ, MMC

Second Reading of Ordinance No. 1820, adopting the Fire Hazard Severity ... Page 177 of 1774 3 DIR. OF CITY CLERK SERVICES

Second Reading of Ordinance No. 1820, adopting the Fire Hazard Severity ... Page 178 of 1774 City of Indio
City Council
July 16, 2025

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Conflict: Yes Member: Elaine Holmes
Subject: Amendment No. 1 to the Commercial Lease Agreement between the City of Indio and IORA Hospitality, LLC for an additional Tenant Improvement Allowance of $70,000.

RECOMMENDATION:

Staff recommends that the City Council authorize the City Manager to negotiate and execute Amendment No. 1 to the Commercial Lease Agreement between the City of Indio and IORA Hospitality, LLC for an additional Tenant Improvement Allowance of $70,000 SUMMARY:

Staff has received a request from IORA Hospitality, LLC (Tenant) for a First Amendment to the Commercial Lease Agreement dated June 1, 2024. The proposed amendment includes a request for an increase in the Tenant Improvement (T.I.) allowance by $70,000. This additional allowance would be repaid to the City through an increase in monthly rent of $1,458.33 over a period of fortyeight (48) months. The request is due to a more than 40% increase in costs related to tariffs and construction, bringing the total estimated build-out cost to $228,000. The tenant has submitted a detailed budget outlining the remaining expenses necessary to complete the restaurant, which is anticipated to open within four (4) months.

BACKGROUND INFORMATION:

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

On August 16, 2023, the City Council authorized staff to negotiate a lease of the City-owned property located at 45238 Oasis Street consisting of 1,771 square feet of space.

On December 06, 2023, the City Council approved a Commercial Lease Agreement with IORA Hospitality.

Increase of T.I. Allowance: Article 1.8 of the Building Lease will be amended to augment the T.I.

Allowance by an additional $70,000, which will be disbursed from Landlord to Tenant upon execution of the First Amendment. The increased TI Allowance amount will be repaid to the Landlord through an additional rent of equal monthly installments of $1,458.33, paid over forty-eight (48) months.

AGENDA ITEM #10.6
Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 179 of 1774 FINANCIAL SUMMARY:

Current FY Financial
Impact:
$70,000 In current year budget: No
Current FY General
Fund Impact:
$70,000 Budget adjustment: Yes
Next FY Financial
Impact:

Strategic Objective: Downtown Destination
Source of funds: General Fund Fund-Org-Object
Reference:
1011175-553005
Additional Financial Details:

Additional Tenant Improvement Expense: $70,000
A transfer from the City Manager's Contingency fund (1011190-591003) to the Economic Development - Building fund (1011175-553005) will be made to cover this expense.

ATTACHMENTS:

Attachment 2- Disco Rabbit Cost revised
Attachment 3- MELT_LEASE_AGREEMENT
APPROVAL(S):

Steven Graham Pacifico, City Attorney Approved - 08 Jul 2025 Ruby D. Walla, Director of Finance Approved - 10 Jul 2025 Bryan H. Montgomery, City Manager Approved - 10 Jul 2025

Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 180 of 1774

EXHIBIT A
J.R. COTTEN CONSTRUCTION, INC.

DISCO RABBIT

CODE DESCRIPTION OF WORK COST
6-030 Framing 997
6-050 Cabinetts/Counter tops 3,500
7-020 Roofing 1,200
7-040 Insulation 1,146
8-010 Doors 1,555
9-020 Drywall 5,123
9-035 Paint 6,000
9-050 Flooring 8,000
9-080 T-bar/Ceiling repair 2,200
10-010 Bathroom Accessories 750
9-090 FRP 6,800
15-010 Plumbing 6,620
15-030 HVAC & Walk in Cooler 9,500
16-010 Electrical 15,990
TOTAL $69,381

Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 181 of 1774

CITY OF INDIO COMMERCIAL LEASE AGREEMENT
SINGLE-TENANT - 45238 OASIS STREET
This Commercial Lease Agreement (“Lease”), dated the 1st day of June 2024, for reference purposes only, is made by and between the CITY OF INDIO, a California municipal corporation (“Landlord”), and IORA Hospitality dba MELT California limited liability company, (“Tenant”). Landlord and Tenant are sometimes referred to in this Lease individually as a “Party”, and collectively as “Parties.”

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

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within a building located at 45238 Oasis Street, approximately located as shown by the shaded area and arrow on Exhibit “A” entitled “Lease Plan” (“Premises”).

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

1.3 Term. The lease term shall commence on June 1, 2024 (“Commencement Date”) and continue for a period of Five years (5) and shall expire on June 30, 2029 (“Expiration Date”) unless terminated earlier pursuant to provisions herein. Tenant shall have the option to renew the lease for two (2) additional three (3) year terms and shall give sixty (60) days written notice prior to the Expiration Date. Parties shall negotiate in good faith the monthly rental amount for that renewal, the first year of which shall be 3-5% above the monthly rental amount in the preceding lease year.

1.4 Due Diligence Period. Notwithstanding anything herein to the contrary, Tenant shall have a period of twelve (12) months from the Effective Date of the Lease (“Due Diligence Period”) to conduct due diligence activities, including making all Tenant Improvements, conducting any inspections, testing, investigations, studies, obtaining of permits, variances and approvals that are reasonably necessary to build and operate the Premises as a fast casual restaurant. Tenant shall have a right of access to the Premises during the Due Diligence Period.

Tenant acknowledges that all of the terms and conditions of this Lease shall apply during the Due Diligence Period, including, without limitation, the insurance and indemnification requirements herein. Tenant shall promptly repair any and all damage to the Premises caused by the inspections, testing, investigations, and studies permitted by this Section. Should Tenant be unable to obtain Permits within the Due Diligence Period, parties may extend the Due Diligence Period by written amendment to this Lease.

1.5 Monthly Rent. Tenant shall pay to Landlord, commencing on June 1, 2025, the following sums as Monthly Rent. Monthly Rent shall be paid in the matter specified in Section 3.1 of this Lease, entitled “Payment of Rent.”














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 182 of 1774 2 June 1, 2025 to June 30, 2029 - $885.50 per month

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

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

1.8 Tenant Improvements. Landlord shall grant to Tenant an allowance of up to Sixty Two Thousand Dollars ($62,000) (“Tenant Improvement Allowance”) for the construction of improvements, as set forth in the Schedule of Performance in Exhibit “C,” attached hereto and incorporated herein (“Tenant Improvements”), as follows:

A. 20 Percent (20%): Twelve Thousand Four Hundred Dollars ($12,400) upon the issuance of building permits.

B. 60 Percent (60%): An amount not to exceed Thirty Seven Thousand Two Hundred Dollars ($37,200) upon receipt by Landlord of “adequate documentation” of Tenant’s expenses for Tenant Improvements, not to be paid more often than monthly.

C. 20 Percent (20%): Twelve Thousand Four Hundred Dollars ($12,400) upon thirty (30) days of opening, provided all lien releases are in place and are approved by Landlord in its sole and absolute discretion.

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

ARTICLE II
CONDITION OF PREMISES; DELIVERY OF PREMISES

2.1 Condition of Premises. Tenant has examined the Premises and agrees to take possession of the Premises in an “as is” condition. Tenant hereby acknowledges: (a) that it has been advised to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements, and compliance with the Americans with Disabilities Act), and applicable zoning, municipal, county, state and federal laws, ordinances and regulations and any covenants or restrictions of record (collectively “Applicable Laws”) and the present and future suitability of the Premises for Tenant’s intended use; (b) that Tenant has made such investigation as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises and/or the terms 













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 183 of 1774 3 of this Lease; and (c) that neither Landlord, nor any of Landlord’s agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease.

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 184 of 1774 4 Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof.

No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations, or improvements except as otherwise expressly agreed to be performed by Landlord in this Lease.

2.4 Vehicle Parking. Intentionally Omitted.

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

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

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 185 of 1774 5 B. If Tenant faithfully and timely performs every provision of this Lease to be performed by it, the Deposit or balance of the Deposit shall be returned to Tenant within sixty (60) calendar days after the expiration of the Term. Landlord may deliver the funds deposited under this Lease by Tenant to the purchaser of the Premises in the event that the Premises is sold, and after such time, Landlord shall have no further liability to Tenant with respect to the Deposit.

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

ARTICLE IV
USE; COMPLIANCE WITH LAWS; NON-DISCRIMINATION

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 186 of 1774 6 all sign costs including installation costs, permits and costs to repair the Premises resulting from the installation or removal of such sign.

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 187 of 1774 7 B. For the purpose of Section 4.4, the term “Hazardous Materials” shall include, without limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances,” “hazardous wastes,” “extremely hazardous wastes,” or “restricted hazardous wastes,” or stated to be known to cause cancer or reproductive toxicity, under any Environmental Law. Tenant shall not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of any Hazardous Materials. Tenant shall promptly notify Landlord in writing if Tenant has or acquires notice or knowledge that any Hazardous Materials have been or are threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Premises; and if any Hazardous Materials are found on the Premises, Tenant, at its sole cost and expense, shall immediately take such action as is necessary to detain the spread of and remove the Hazardous Material to the complete satisfaction of Landlord and the appropriate governmental authorities.

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

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 188 of 1774 8 genetic information, gender, gender identity, gender expression, marital status, age, national origin, or ancestry, in the leasing, use, occupancy, tenure, or enjoyment of the Premises, nor shall the Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants, sub-tenants, or vendees in the Premises herein leased.

ARTICLE V

TAXES AND UTILITIES

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

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

ARTICLE VI
INSURANCE; INDEMNIFICATION; WAIVER AND RELEASE

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 189 of 1774 9 property damage, bodily injury and personal & advertising injury with limits no less than Two Million Dollars ($2,000,000) per occurrence. Tenant shall maintain in force liability insurance, at all times during the term of this Lease and any renewal or extension thereof, which shall insure and indemnify Landlord, the City Council and each member thereof, and every officer and employee of Landlord against liability or financial loss resulting from any suits, claims or actions brought by any person or persons and from all costs and expense of litigation brought against Landlord, the City Council and every member thereof for any injury to persons and/or damage to property in, on or about the Premises by reason of the use or occupation by Tenant or by any other person or persons of the Premises and the activities of Tenant.

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

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

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 190 of 1774 10 G. Business Interruption Insurance: Commercially reasonable business interruption insurance.

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 191 of 1774 11 Party shall cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither Party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy in effect as required by this Lease.

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 192 of 1774 12 ARTICLE VII
REPAIRS AND MAINTENANCE; ALTERATIONS

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

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

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

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

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

Failure to remove any such liens within thirty (30) calendar days of written request by Landlord shall constitute a default of this Lease. At its election, but without having any obligation to do so, the Landlord may pay such liens not so removed by the Tenant and the amount expended by Landlord shall be paid by Tenant within fifteen (15) calendar days after delivery of a statement for the expense.

7.4 Landlord Obligations. Landlord shall be responsible for maintenance and repair of the roof, exterior walls and structural components of the Premises (including structural floor) and all meter, 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 assumes 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 













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 193 of 1774 13 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.

ARTICLE VIII
DAMAGE AND DESTRUCTION; CONDEMNATION

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

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

ARTICLE IX
ASSIGNMENT; SUBLETTING; PROCESSING

9.1 Assignment and Subletting. Tenant shall not assign, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily, or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation, a limited liability company or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding 













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 194 of 1774 14 as of the date hereof, the membership interests in Tenant or the partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required.

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

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

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

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

C. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant or any guarantor of Tenant, of its or their obligations, or alter the primary liability of Tenant and its guarantor(s), if any, to provide Monthly Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of payments by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent or further assignment, subletting, hypothecation or third party use or occupancy. In the event of default by any assignee or successor of Tenant in the performance of any of the terms of this Lease, Landlord may proceed directly 













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 195 of 1774 15 against Tenant and/or its guarantor(s), if any, without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant and/or its guarantor(s), if any, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant and/or its guarantor(s), if any, or any successor of Tenant of liability under this Lease.

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

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

ARTICLE X
HOLDING OVER; SALE OF PREMISES; TERMINATION

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

10.2 Sale of Premises. In the event Landlord, or any successor owner of the Premises, shall sell or convey the Premises, all liabilities and obligations on the part of the Landlord, or such successor owner, under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant agrees to attorn to such new owner.














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 196 of 1774 16 10.3 Early Termination of Tenancy. Notwithstanding any provision of this Lease to the contrary, Landlord reserves the right, in its sole and absolute discretion, and independent of whether or not Tenant may or may not be in default of this Lease, to terminate this Lease at any time by providing sixty (60) days advance written notice to Tenant of such termination. In such event, Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefore. Tenant shall owe Landlord for all loss and damages which Landlord may suffer by reason of such failure of Tenant to vacate.

ARTICLE XI
SUBORDINATION; ESTOPPEL CERTIFICATES

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 197 of 1774 17 ARTICLE XII
DEFAULT; REMEDIES; DISPUTE RESOLUTION

12.1 Default; Breach.

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 198 of 1774 18 (9) Assignment or sublease of this Lease or any portion of the Premises, or attempt to assign or sublease this Lease or any portion of the Premises, by Tenant in violation of Section 9.1.
(10) Tenant committing waste on the Premises.
(11) Failure of Tenant to otherwise perform, satisfy, or abide by any of the terms, covenants, conditions, or provisions of this Lease.

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

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 199 of 1774 19 B. “The worth at the time of the award,” as used in Section 12.2(A) shall be computed by allowing interest at the maximum rate allowed by law. “The worth at the time of the award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank at the time of the award, plus one percent (1%).

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

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 200 of 1774 20 other remedies available to Landlord at law or in equity, by statute or otherwise. Any amounts so expended by Landlord shall be immediately payable by Tenant.

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

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

ARTICLE XIII

GENERAL PROVISIONS

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

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

To Landlord: To Tenant:

City of Indio IORA Hospitality, LLC
100 Civic Center Mall 45238 Oasis Street
Indio, CA 92201 Indio, CA 92201
Attn: City Manager Attn: Justin Jenkins















Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 201 of 1774 21 A. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent.

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

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

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

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

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

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

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













Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 202 of 1774 22 13.9 Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of California.

13.10 Fees and Other Expenses. Except as otherwise provided herein, each of the Parties shall pay its own fees and expenses in connection with this Lease, including any permit or license fees which Tenant may be required to obtain pursuant to its occupancy.

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

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 203 of 1774 IN WITNESS WHEREOF, the Parties hereto have executed this Lease as of the calendar day and year written below.

LANDLORD:

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

Date: __________________________
ATTEST:

By: _____________________________
Sabdi Sanchez
City Clerk

Date: ___________________________
APPROVED AS TO FORM:

By: ____________________________
Steven P. Graham
City Attorney
TENANT:

IORA Hospitality, a Limited Liability
Corporation
By: ____________________________
Justin Jenkins
Member
Date: ___________________________

















 






Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 204 of 1774 2 EXHIBIT “A”
Premises














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 205 of 1774 3 EXHIBIT “B”
General Rules and Regulations

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

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

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

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

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

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

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

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

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

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

10. Landlord shall have the absolute right to enter upon the Premises to perform such cleaning and clearing of the pipes and drains servicing the Premises (including rotorooter service), and any grease traps and exhaust systems servicing the Premises, as Landlord shall deem necessary.














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 206 of 1774 4 11. If Tenant shall operate a carry-out food operation, including food and/or soft drink vending machines as well as any ice cream store, Tenant shall pay Landlord for all sidewalk and walkway cleanup work (including without limitation steam cleaning), that Landlord shall determine is necessary to preserve the sanitation, cleanliness and clean appearance of the Center. Tenant shall pay Landlord on an estimated month basis, adjusted annually, and will be responsible for a cleanup of not less than one hundred feet (100') in radius from the entrance(s) to the Premises.

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

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

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

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

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

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

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

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














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 207 of 1774 5 EXHIBIT “C”
Schedule of Performance
To be included prior to the execution of the agreement














Amendment No. 1 to the Commercial Lease Agreement between the City of In... Page 208 of 1774 City of Indio
City Council
July 16, 2025

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Conflict: Yes Member: Elaine Holmes
Subject: Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $140,000, to provide all audio/visual technician services for future City-hosted events.

RECOMMENDATION:

Staff recommends that the City Council approve the Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $140,000, to provide all audio/visual technician services for future City-hosted events.

SUMMARY:

Staff recommends that the City Council approve a Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $140,000, to provide all audio/visual technician services for future City-hosted events. The City of Indio hosts a variety of community events throughout the year, which require professional audio/visual services to ensure successful and seamless operations, including sound, lighting, and technical support for live performances, film screenings, and other multimedia elements. Bids were received from the following: WTS Events - $168,849. Rhythm Tech Productions, LLC - $125.288.75. A1 Party Rentals - Does not provide full AV services. T-Rev Productions - No response. Rhythm Tech Productions, LLC is an established leader in the audio/visual industry and is highly qualified to provide the necessary professional audio/visual support for these events. Their expertise in delivering highquality, well-managed AV services has been proven in previous City events, making them an ideal partner for this agreement. This agreement would formalize their role in providing these services for upcoming City events.

BACKGROUND INFORMATION:

Rhythm Tech Productions, LLC. was awarded the Center Stage audio system contract for $172,192.79, approved with City Council on February 21, 2024. The company installed all audio and visual equipment currently used at Center Stage.

Rhythm Tech Productions, LLC has provided and responsible for all audio/visual technician services, including but not limited to the following events:
 Second Saturday Events (9)
 Movie Nights (12)
 Independence Day Block Party
AGENDA ITEM #10.7
Professional Services Agreement between the City of Indio and Rhythm Tec... Page 209 of 1774  Black History Month Event
 Chella
 Echo Lounge
 Asada Fest
 Dia de Los Muertos Altar and Movie Night
 State of the City Address
 Tree Lighting Ceremony
 Indio BBQ Festival
Rhythm Tech Productions, LLC has provided these services for previous events and has demonstrated exceptional expertise in delivering high-quality audio/visual support.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$140,000 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Festivals, Events, Arts &
Culture
Source of funds: Fund-Org-Object
Reference:
1011174-521079
ALTERNATIVES:

Not approve PSA.

ATTACHMENTS:

Attachment A: PSA - Rhythm Tech Productions, LLC
Attachment B: Estimate_2124_from_Rhythm_Tech_Productions_LLC Attachment C: Estimate_WTS Events_Annual AV Support 7-1-2025 - 6-30-2025 APPROVAL(S):

Steven Graham Pacifico, City Attorney Approved - 11 Jul 2025 Ruby D. Walla, Director of Finance Approved - 11 Jul 2025 Bryan H. Montgomery, City Manager Approved - 11 Jul 2025

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 210 of 1774

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND

RHYTHM TECH PRODUCTIONS, LLC
Form Approved January 7, 2025

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 211 of 1774 PSA Revised 1/2025
1 | Page

PROFESSIONAL SERVICES AGREEMENT

FOR AUDIO/VISUAL TECHNICIAN SERVICES

BETWEEN THE CITY OF INDIO AND RHYTHM TECH PRODUCTIONS, LLC THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 16TH day of July, 2025 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation organized as a general law city and Rhythm Tech Productions, LLC, a California Limited Liability Company (“Consultant”).

For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and collectively referred to as the “Parties.”

RECITALS

1. City has sought by direct contract [or Request for Proposals] the performance of Audio/Visual Technician Services services pertaining to City hosted events.

2. Consultant was selected by City to perform those services on the basis of Consultant’s demonstrated competence, professional qualifications and licensure necessary for the satisfactory performance of the services required.

3. Pursuant to the Chapter 33.116 of the Indio Municipal Code, the City has authority to enter into this Agreement.
a. The City Manager has the authority to execute this Agreement [$5000 - $75,000 or less] OR
b. The City Council has the authority to execute this Agreement [over $75,000]

4. The Parties now desire to formalize the selection of Consultant for performance of those services defined and described with particularity in Section 2 “Scope of Services and Schedule of Performance” of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT
(a)Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement shall commence on July 1, 2025 (the “Effective Date”) and continue in effect until the tasks described are completed, but in no event later than July 1, 2026, unless sooner terminated or otherwise extended by written agreement of the Parties. All days set out are calendar days.

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(b)The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration, on the same terms and conditions, including compensation as set forth in Section 4 “Compensation and Method of Payment.” (c) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by City Council.

SECTION 2. SCOPE OF SERVICES, SCHEDULE AND SCHEDULE OF PERFORMANCE (a)SCOPE OF SERVICES. Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant shall at all times faithfully, competently and to the best of their ability, experience and talent perform the services and tasks set forth in Exhibit “A” “Scope of Services” incorporated as if fully set forth here (hereinafter, the “Services”) and the City agrees to retain and does hereby retain Consultant to provide the Services. (b)SCHEDULE OF PERFORMANCE. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement. Thereafter, the City, in its sole discretion, may choose not to enforce Section 21, “Default” of this Agreement and may instead allow Consultant to continue performing the Services.
(c) ADDITIONAL SERVICES. Consultant shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 3. CITY REPRESENTATIVE.

The City’s Director of Economic Development Director shall represent it in all matters regarding the administration of this agreement, review and approval of all products submitted by consultant, but shall have no authority to enlarge the tasks to be performed.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.

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(a)Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $140,000, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 24, “Notices” hereof. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority under Indio Municipal Code Section 33.116 (C)(2) without prior approval by the City Council.
(b)Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subconsultant contracts.

Subconsultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment for labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City’s Representative shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice.
(d)Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. (e) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. RESERVED

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SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
(a) INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT. For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or subconsultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and subconsultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials includes all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 7. CONSULTANT’S BOOKS AND RECORDS.

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(a)Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement.

Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures.
(b)Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant’s address indicated for receipt of notices, “Section 24,” of this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors in interest and authorized representatives.

SECTION 8. INDEPENDENT CONSULTANT.
(a)Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b)The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees, subconsultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents

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are in any manner officials, officers, employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against or bind City in any manner.
(c) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Except for the fees paid to Consultant as provided herein, the City shall not pay salaries, wages or other compensation to consultant for performing services hereunder. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services in the same geographic area as are required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Consultant’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement and that such licenses are in good standing. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 11. RESERVED

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SECTION 12. NONDISCRIMINATION.

Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement.

SECTION 13. RESERVED
SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subconsultant. To the extent applicable, Consultant further covenants that it has not contacted with nor is performing any services, directly or indirectly, with any developer or property owner or entity owning property within the City (or a study area) and further covenant and agrees that it shall provide no service or enter into any agreement with any developer or property owner or firm or partnership owning property within the City or the study area prior to completion of work under this Agreement. Consultant further agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
(b) City understands and acknowledges that Consultant may be, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties.

Consultant is unaware of any stated position of City relative to such projects.

Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Consultant may perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) During the term of this Agreement, Consultant shall complete a Form 700 as determined by the City’s Filing Officer.
(e)Consultant has completed the Levine Act statement attached as Exhibit E. (f) UNDUE INFLUENCE: Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer to employee of the City has or will receive

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compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

Violation of this provision shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.
(g)During the time of their tenure with the City and for one thereafter, no member, officer or employee of City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the services under this Agreement shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connect with the services performed under this Agreement.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder.

City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Unless Consultant is adverse to City, Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (d) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.

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SECTION 16A. INDEMNIFICATION. (NON-DESIGN PROFESSIONALS) INDEMNIFICATION BY CONSULTANT. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives, volunteers and agents (“Indemnified Parties”) from and against any and all losses, liabilities, demands, cost and expenses, including attorney’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct.

DUTY TO DEFEND. In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions.

Payment by City is not a condition precent to enforcement of this provision.

In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of City or its officers, employee, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant shall not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.

SECTION 16B. INDEMNIFICATION. (DESIGN PROFESSIONALS)
IF THIS CONSULTANT IS A DESIGN PROFESSIONAL AS DEFINED IN CAL. CIV.

CODE § 2782.8, this Section shall supersede and replace all other indemnity provisions contained in the City's specifications, which shall have no force and effect.

DESIGN PROFESSIONAL INDEMNITY OBLIGATIONS. To the maximum extent permitted by law, Consultant shall defend, hold harmless and indemnify City, and any and all of its elected and appointed officials, officers, employees, agents, and designated volunteers (collectively, “Indemnitees”), from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorneys’ fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant
Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by Agency in direct proportion to the Consultant’s proportionate percentage of fault.

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Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the parties cannot mutually agree on Consultant’s percentage of fault, the parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnify and defense cost reimbursement owed to the City.

APPLICABLE TO ALL CONSULTANTS:

PROMPT PAYMENT OF JUDGEMENT. Consultant shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities incurred due to Consultant’s.

CLAIMS. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.

SECTION 17. INSURANCE.

Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Addendum “1” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

INSURANCE DOES NOT EXCUSE INDEMNIFICATION OBLIGATION. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

NONWAIVER OF RIGHTS. Indemnitees do not and shall not waive any rights that they may possess against Consultant on the basis of acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.

WAIVER OF RIGHT OF SUBROGATION. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

SECTION 18. ASSIGNMENT.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer

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this Agreement or any portion of this Agreement, the performance of any of Consultant’s duties or obligations under this Agreement nor any monies due under this Agreement, without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subconsultants. Before retaining or contracting with any subconsultant for any services under this Agreement, Consultant shall provide City with the identity of the proposed Subconsultant, a copy of the proposed written contract between Consultant and such subconsultant which shall include an indemnity provision identical to the one provided herein identifying City as an indemnified party, or an incorporation of the indemnity provision provided therein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

Consultant may use assistants, under its direct supervision, to perform some of the services under this Agreement. Consultant shall provide City at least fourteen (14) days’ notice prior to the departure of such assistant from this employe. Should such assistant leave Consultant’s employ, the City shall have the option to immediately terminate this Agreement. Upon such termination, Consultant’s sole compensation shall be payment for actual services performed up to, and including the date of termination or as otherwise agreed to in writing with the City.

SECTION 19. RESERVED
SECTION 20. TERMINATION OF AGREEMENT.
(a)City may terminate this Agreement, with or without cause, at any time by giving prior written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b)Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d)Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This

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final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. (e)Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement.

Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 21. DEFAULT.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is thirty (30) days, which may be extended or reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on approved invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Consultant shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of either Party. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the

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Services shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, delivered by a reputable document delivery service (i.e. Federal Express) which provides a receipt showing the date and time of delivery; or U.S. mail, certified mail, postage prepaid and return receipt requested, addressed as follows:

TO CITY: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201
cc: City Representative E-mail
TO CONSULTANT: Rhythm Tech Productions, LLC
Attn: Tyrone Jackson
264 N. Pennsylvania Avenue
Colton, CA 92324
cc: [email protected]
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.

Should signatory of this Agreement be unauthorized to bind Consultant, such signor shall be personally liable for the obligations set forth in this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Indio Municipal Code.

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SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City in the same manner as the Agreement was approved. . Notwithstanding, the City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Indio Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California.

In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEY’S FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits and Addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. All prior or

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contemporaneous agreements, understandings, representations or statements, oral or otherwise, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth here and upon each party’s own independent investigation of any and all facts such party deems materials.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s) and all other parts, provisions or representations herein shall remain in full force or effect. .

SECTION 34. INCORPORATION AND CONFLICTING TERMS.
(a)The following documents are incorporated and made part of this Agreement by this reference:

1. Insurance requirements (“Addendum 1”)

2. All Exhibits and Addendums

3. All amendments

4. Consultant’s proposal, if any

5. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement (“Funding Restrictions”) (b)The documents listed above shall be referred to collectively as the “Agreement Documents.” The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, Exhibits and Addendums, and Consultant’s proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.

SECTION 35. TIME OF ESSENCE.

Time is of the essence for each and every provision of this Agreement.

SECTION 36. FEDERAL FUNDS.

In the event the Services are funded either in whole or in part by a federal grant, Consultant shall comply with the requirements of Addendum “2” “Federal Funds.”
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

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

CITY CLERK
By: ___________________________
Sabdi Sanchez, MMC
Director of City Clerk Services
APPROVED AS TO FORM:

CITY ATTORNEY
By: ___________________________
Steven Graham Pacifico
City Attorney
CONSULTANT:

By:

Tyrone Jackson
Its: Owner & Manager
Attachments:

Exhibit A- Scope of Services & Compensation
Attachments - Continued

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Exhibit B- Insurance (Addendums 1-3)
Exhibit C- Conflict of Interest Form
Exhibit D- Levine Act Statement

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Exhibits
EXHIBIT “A”

SCOPE OF SERVICES & COMPENSATION

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Exhibits

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Exhibits
EXHIBIT “C”
INSURANCE - ADDENDUM “1”
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

Consultant shall provide the following scope and limits of insurance:

MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance:

GENERAL LIABILITY INSURANCE. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

WORKERS’ COMPENSATION INSURANCE. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial

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Exhibits
general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability and employer’s liability policies.

PROOF OF INSURANCE. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein.

Insurance certificates and endorsements must be approved by the Agency’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

DURATION OF COVERAGE. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.

PRIMARY/NONCONTRIBUTING. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency’s own insurance or self-insurance shall be called upon to protect it as a maned insured.

CITY’S RIGHT OF ENFORCEMENT. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced Agency has the right but not the duty to obtain the insurance It deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments.

In the alternative, Agency may cancel this Agreement.

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Exhibits
ACCEPTABLE INSURERS. All insurance policies shall be issued by an Insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Agency’s Risk Manager.

WAIVER OF SUBROGATION. All Insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its n right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.

ENFORCEMENT OF CONTRACT PROVISIONS (NON ESTOPPEL). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.

REQUIREMENTS NOT LIMITING. Requirements of specific coverage features or limits obtained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.

Specific reference to a given coverage feature Is for purposes of clarification only as it pertains to given issue and is not intended by any party or Insured lo be all Inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available Insurance proceeds in excess of the specified minimum limits of Insurance and coverage shall be available to the Agency.

NOTICE OF CANCELLATION. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant's insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant's failure to renew any of the required insurance coverages, or insurer's cancellation or non-renewal.

PROHIBITION OF UNDISCLOSED COVERAGE LIMITATIONS. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.

SEPARATION OF INSUREDS. A severability of interest provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to

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Exhibits
each insured against whom claim is made or suit is brough, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

PASS THROUGH CLAUSE. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively "Subcontractor'"), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant's Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor's scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant's requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability lo the amount of insurance coverage provided by its Subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the Subcontractors, and others engaged in the project and/or services, will be submitted to the Agency.

CITY’S RIGHT TO REVISE SPECIFICATIONS. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant's compensation.

SELF-INSURED RETENTIONS. Any self-insured retentions must be declared to and approved by Agency. Agency reserves the right to require that self-insured retentions by eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

TIMELY NOTICE OF CLAIMS. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

ADDITIONAL INSURANCE. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

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Exhibits
OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
(A)OTHER REQUIREMENTS. Consultant shall deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with.

The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Consultant shall be primary and any insurance or self- insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own

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Exhibits
right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6. General liability, automobile liability and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies.

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Exhibits
ADDENDUM “2"

FEDERAL FUNDS

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Exhibits
ADDENDUM “3"
BONDS

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Exhibits
EXHIBIT “D”

CONFLICT OF INTEREST FORM

CONSULTANT FINANCIAL DISCLOSURES
Consultant will comply with all conflict of interest laws and regulations including, without limitations, City’s Conflict of Interest Code (on file in the City Clerk’s Office). It is incumbent upon the Consultant to notify the City of any staff changes relating to this Agreement. The City Manager has made the following determination and Consultant, by his/her signature, acknowledges said determination as set out in FPPC Regulation 18701(a) 02.

A. In accomplishing the scope of services of this Agreement, all officers, employees, and/or agents of Consultant will be performing a specialized function (subject to review and approval of the City Council), and therefore, is unlikely to have a conflict of interest arise. No disclosures are required of any officers, employees, and/or agents of Consultant. Consultants duties are as follows:
__________Audio/Visual Technician Services________
____________________________
Bryan Montgomery, City Manager
____________________________
Tyrone Jackson, Owner & Manager
B. In accomplishing the scope of services of this Agreement, Consultant will be performing a specialized service for the City, and there is substantial likelihood that the Consultant may make or participate in making, a governmental decision, which may have a foreseeable material effect on a financial interest. As a result, the Consultant shall be subject to the Disclosure Category “Consultant” of the City’s Conflict of Interest Code.
____________________________
Bryan Montgomery, City Manager
____________________________
Tyrone Jackson, Owner & Manager

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Exhibits

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Exhibits
EXHIBIT “E”

LEVINE ACT STATEMENT
California Government Code § 84308, commonly referred to as the “Levine Act,” precludes an officer of a local governmental agency from participating in the award of a contract if he or she receives any political contributions totaling more than $500 in the 12 months preceding the pendency of the contract award, and for three months following the final decision, from the person or company awarded the contract. This prohibition applies to contributions to the officer, or received by the officer on behalf of any other officer, or on behalf of any candidate for office or on behalf of any committee.

This statement must be provided for the company and for each consultant who will work with the City.

City of Indio Council Members as of the date of this document:

Glenn Miller
Elaine Holmes
Oscar Ortiz
Waymond Ferrmon
Ben Guitron IV

1. Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City of Indio Council Member in the 12 months preceding the date of the issuance of this RFP?____ YES NO
If so, that Council member is: ___________________

2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make any political
contributions of more than $500 to any City of Indio Council Member in the three months following the award of the
contract?____ YES NO
If so, that Council member is: ___________________
Answering yes to either of the two questions above does not preclude the City of Indio from awarding a contract to your firm. It may, however, preclude the identified Council Member from participating in the contract award process for this contract.

DATE (SIGNATURE OF CONSULTANT)
Tyrone Jackson
Rhythm Tech Productions, LLC

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Exhibits

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Exhibits

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 243 of 1774 By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).

Rhythm Tech Productions, LLC.
264 N. Pennsylvania Ave.

Colton, CA 92324 US
+17608985692
[email protected]
Estimate

ADDRESS
City of Indio
100 Civic Center Mall
Indio, CA 92201

SHIP TO
City of Indio
100 Civic Center Mall
Indio, CA 92201
ESTIMATE # 2124
DATE 07/04/2025

DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
City of Indio Annual A/V Support
7/1/2025 - 6/30/2025
Annual Event Schedule Requiring
A/V Support:

Second Saturdays (9 events)
Movie Nights in the Park (12
screenings)
Independence Day Block Party
Black History Month Celebration
Chella
Echo Lounge
Asada Fest
Día de Los Muertos Altar & Movie
Night
State of the City Address
Tree Lighting Ceremony
Indio BBQ Festival
Labor AV Tech AV tech on site to run audio, power
points and videos for Second
Saturday
9 3,500.00 31,500.00
Labor Video
Tech
Video Tech on site for video wall.

Price per Tech, Movie Night
12 500.00 6,000.00
Security and
Liability for
Equipment
Independence Day Block Party 1 19,237.50 19,237.50
Security and
Liability for
Equipment
Black History Month Celebration 4,500.00
Security and
Liability for
Chella 1 8,842.00 8,842.00

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 244 of 1774 By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).

DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
Equipment
Security and
Liability for
Equipment
Echo Lounge 2,500.00
Security and
Liability for
Equipment
Asada Fest 1 8,842.00 8,842.00
Security and
Liability for
Equipment
Día de Los Muertos Altar & Movie
Night
1 1,500.00 1,500.00
Security and
Liability for
Equipment
State of the City Address 1 31,160.25 31,160.25
Security and
Liability for
Equipment
Tree Lighting Ceremony 1 6,707.00 6,707.00
Security and
Liability for
Equipment
Indio BBQ Festival 1 4,500.00 4,500.00
Please be sure to Note the Invoice# you are
paying. Thank you
To secure the event date, we kindly request a
signed copy of this estimate or purchase order.

Thank you and we look forward to assisting
with your event.

SUBTOTAL 125,288.75
TAX 0.00
TOTAL $125,288.75
Accepted By Accepted Date

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 245 of 1774 WTS Events, Inc.
8560 Vineyard Ave, Suite
205
Rancho Cucamonga,
California 91730
Voice: (909) 466-6075
Fax:

Phone:

Fax:

Cell:

Email:

Job Provided on 7/8/2025 for:

City of Indio
100 Civic Center Mall
Indo, CA 92201
Quote By:

Our Job #:

Job Status:

Travel:

Delivery:

Show Start:

Show End:

Strike/PickUp:

Daniel Keranen
355629
Quote Only
7/1/2025

6/30/2026
Job Site:

Room:

Address:

Contact:

Phone:

City of Indio
100 Civic Center Mall,
Indio, California 92201

Invoice To:

City of Indio
100 Civic Center Mall,
Indo, California 92201
Terms:50/50
PO:

Description: City of Indio Annual A/V Support 7/1/2025 - 6/30/2025 WTS Events, Inc.
8560 Vineyard Ave, Suite
205
Rancho Cucamonga,
California 91730
Voice: (909) 466-6075
Fax:

Phone:

Fax:

Cell:

Email:

Job Provided on 7/8/2025 for:

City of Indio
100 Civic Center Mall
Indo, CA 92201
Quote By:

Our Job #:

Job Status:

Travel:

Delivery:

Show Start:

Show End:

Strike/PickUp:

Daniel Keranen
355629
Quote Only
7/1/2025

6/30/2026
Job Site:

Room:

Address:

Contact:

Phone:

City of Indio
100 Civic Center Mall,
Indio, California 92201

Invoice To:

City of Indio
100 Civic Center Mall,
Indo, California 92201
Terms:50/50
PO:

Description: City of Indio Annual A/V Support 7/1/2025 - 6/30/2025 Second Saturdays
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
9 AV tech on site to run audio, power points and videos for Second Saturday Second Saturdays Total: $42,525.00
Movie Nights in the Park
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
12 Video Tech on site for video wall. Price per Tech, Movie Night Movie Nights in the Park Total: $8,100.00
Independence Day Block Party
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Independence Day Block Party
Independence Day Block Party Total: $25,970.00
Black History Month Celebration
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Black History Month Celebration
Black History Month Celebration Total: $6,075.00

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 246 of 1774 Chella
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Chella
Chella Total: $11,936.00
Echo Lounge
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Echo Lounge
Echo Lounge Total: $3,375.00
Asada Fest
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Asada Fest
Asada Fest Total: $11,842.00
Día de Los Muertos Altar & Movie Night
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Día de Los Muertos Altar & Movie Night
Día de Los Muertos Altar & Movie Night Total: $2,000.00 State of the City Address
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 State of the City Address
State of the City Address Total: $41,906.00

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 247 of 1774 Tree Lighting Ceremony
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Tree Lighting Ceremony
Tree Lighting Ceremony Total: $9,045.00
Indio BBQ Festival
Start: Jul 1 2025 12:00AM
End: Jun 30 2026 12:00AM
Quantity Description
1 Indio BBQ Festival
Indio BBQ Festival Total: $6,075.00
Rental Total: $168,849.00
Job Total: $168,849.00

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 248 of 1774 City of Indio
City Council
July 16, 2025

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Professional services agreement between the City of Indio and Thirdwave Corporation for an IT Master Plan in the amount of $99,990 RECOMMENDATION:

Staff recommends that the City Council approve the professional services agreement between the City of Indio and Thirdwave Corporation for an IT Master Plan in the amount of $99,900 SUMMARY:

Staff requests approval to proceed with the development of a citywide IT Master Plan to support long-term technology planning, cybersecurity enhancements, infrastructure modernization, and digital service delivery. This initiative will ensure that IT resources are aligned with and will support the City's recently adopted Strategic Plan for the next five years. Following a competitive procurement process, a cross-departmental review team selected Thirdwave Corporation as the preferred consultant to lead development of the plan. Council authorization is required to enter into an agreement with the selected firm and begin the project.

BACKGROUND INFORMATION:

The City of Indio last completed an Information Technology (IT) Master Plan in 2020. While that plan provided a useful foundation for technology modernization at the time, the City’s operational demands, service expectations, and risk environment have evolved significantly in the years since.

New technology trends, cybersecurity threats, digital service models, and the City’s recently adopted Strategic Plan all highlight the need for an updated, forward-looking IT roadmap.

To address this need, the City issued a Request for Proposals (RFP) on May 19, 2025, to solicit qualified firms to assist in the creation of a new IT Master Plan. The RFP closed on June 20, 2025, and generated strong interest — with the City receiving nine proposals from firms experienced in municipal IT strategy development.

A cross-departmental evaluation committee, reviewed the proposals based on technical approach, team qualifications, relevant experience, and cost. After evaluating written proposals, the committee selected Thirdwave Corporation as the most qualified and responsive proposer.

The selected firm will lead a collaborative planning process that includes department interviews, infrastructure and systems assessments, benchmarking against peer agencies, and integration with the goals outlined in the City’s 2025 Strategic Plan. The resulting plan will guide the City’s technology priorities and investments over the next five years.

AGENDA ITEM #10.8
Professional services agreement between the City of Indio and Thirdwave ... Page 249 of 1774 FINANCIAL SUMMARY:

Current FY Financial
Impact:
$99,990.00 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Organizational
Excellence
Source of funds: Information Technology ISF Fund-Org-Object Reference:
602-521064
ATTACHMENTS:

Professional Services Agreement_Thirdwave
APPROVAL(S):

Ian Cozens, Director of Information Technology Approved - 30 Jun 2025 Jennifer A. Mizrahi, Assistant City Attorney Approved - 02 Jul 2025 Ruby D. Walla, Director of Finance Approved - 07 Jul 2025 Bryan H. Montgomery, City Manager Approved - 07 Jul 2025

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Page | 1

PROFESSIONAL SERVICES AGREEMENT

FOR AN IT MASTER PLAN
BETWEEN THE CITY OF INDIO AND Thirdwave Corporation
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 16 day of July, 2025 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and Thirdwave Corporation, Thirdwave Corporation a California Corporation (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. City has sought by issuance of request for proposals the performance of the IT Master Plan defined and described particularly in Section 2, “Scope of Services and Schedule of Performance” of this Agreement.

2. Consultant was selected by City to perform those services.

3. Consultant was selected by City on the basis of Consultant’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

4. Pursuant to the Chapter 33 of the Indio Municipal Code, City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.

5. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 “Scope of Services and Schedule of Performance” of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT
(a) Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is through June 30, 2026, commencing on Effective Date, unless otherwise extended by written agreement of the Parties. (b) The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration on the same terms and conditions, including compensation as set forth in Section 4 “Compensation and Method of Payment.”
(c) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year

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when sufficient funding is not appropriated and authorized for the subsequent fiscal year.

City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by City Council.

SECTION 2. SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE (a) SCOPE OF SERVICES. Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant agrees to perform the services and tasks set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and the City agrees to retain and does hereby retain Consultant for the Services.
(b) SCHEDULE OF PERFORMANCE. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce Section 21, “Default” of this Agreement and may instead allow Consultant to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Consultant shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $99,990, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 24, “Notices” hereof.

Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority under Indio Municipal Code Section 33.116 (C)(2) without approval by the City Council.
(b) Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subconsultant contracts. Subconsultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently

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review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
(e) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
(a) INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT. For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created specifically for the Project by Consultant or its employees, agents, or subconsultants, including copyrights in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and subconsultants to promptly execute and deliver, upon request by

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the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials includes all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 7. CONSULTANT’S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant’s address indicated for receipt of notices, “Section 24,” of this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors in interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City,

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whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
(b)
expressly conferred in writing by City.
(c) The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees, subconsultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (d) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Consultant’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement and that such licenses are in good standing. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 11. PREVAILING WAGE LAWS.
(a) Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the

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performance of other requirements on certain “public works” and “maintenance” projects.

To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees,
(b)
and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws. (c) It is the understanding of City and Consultant that Prevailing Wage Laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

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(c) City understands and acknowledges that Consultant will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

SECTION 16. INDEMNIFICATION.
(a) INDEMNIFICATION BY CONSULTANT. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or subconsultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs,

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(collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, any goods provided or performance of Services by Consultant, its officers, agents, employees, representatives, subconsultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. (b) INDEMNIFICATION FROM SUB-CONSULTANTS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant, subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement and this section.

SECTION 17. INSURANCE.

Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Addendum “1” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subconsultants.

If in the performance of its duties Consultant utilizes subconsultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making subconsultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 17 “Insurance.” The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performedby any subconsultant or subcontractor for purposes of establishing a duty of care between any subconsultant or subcontractor and the City.

SECTION 19. CONTINUITY OF PERSONNEL.