Indio City Council
September 17, 2025

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 102 of 381 IND-PSA rev20221214
Page | 8

(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.

S
ECTION 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, (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) I
NDEMNIFICATION 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 103 of 381 IND-PSA rev20221214
Page | 9

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.

S
ECTION 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 performed by any subconsultant or subcontractor for purposes of establishing a duty of care between any subconsultant or subcontractor and the City.

S
ECTION 19. CONTINUITY OF PERSONNEL.

Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services prior to and during any such performance.

S
ECTION 20. TERMINATION OF AGREEMENT.

(a) City may terminate this Agreement, with or without cause, at any time by giving 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 104 of 381 IND-PSA rev20221214
Page | 10

(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 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.

S
ECTION 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 presumptively thirty (30) days, but 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 the 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 Consultant. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 105 of 381 IND-PSA rev20221214
Page | 11

SECTION 23. C OOPERATION 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 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. N OTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or 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

To Consultant: [Insert Consultant Name]
Attn: [Insert Appropriate Party]
Address Line
Address Line
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. A UTHORITY 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.

S
ECTION 26. A DMINISTRATION 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.

SECTION 27. B INDING EFFECT.

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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 106 of 381 IND-PSA rev20221214
Page | 12

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. 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.

S
ECTION 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.

S
ECTION 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.

S
ECTION 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.

S
ECTION 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).

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 107 of 381 IND-PSA rev20221214
Page | 13

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. Wher e the requirements of one Document are more stringent then another the more stringent shall govern.

S
ECTION 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]

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 108 of 381 IND-PSA rev20221214
Signature Page

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
FOR [Insert description of services, e.g. Accounting Services] BETWEEN THE CITY OF INDIO AND [Insert Consultant’s Name]

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

CITY OF INDIO

ATTEST:

CITY CLERK

By:

Sabdi Sanchez, CMC
City Clerk Administrator

APPROVED AS TO FORM:

CITY ATTORNEY

By:

Bryan H. Montgomery
City Manager

CONSULTANT

By:

Its:

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 109 of 381 IND-PSA rev20221214
Exhibit A – Scope of Services
Page | 1

EXHIBIT “A”

SCOPE OF SERVICES

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 110 of 381 IND-PSA rev20221214
Exhibit B – Compensation
Page | 1

EXHIBIT “B”

COMPENSATION

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 111 of 381 IND-PSA rev20221214
Addendum 1 - Insurance
Page | 1

ADDENDUM “1”

INSURANCE
(A) INSURANCE REQUIREMENTS. Consultant shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Consultant, its agents, representatives or employees. 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:

1. M
INIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM 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.

A
UTOMOBILE 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.

P
ROFESSIONAL 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 112 of 381 IND-PSA rev20221214
Addendum 1 - Insurance
Page | 2

coverages set forth above, including commercial 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.
(B) 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. (C) O
THER REQUIREMENTS. Consultant agrees to 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 113 of 381 IND-PSA rev20221214
Addendum 1 - Insurance
Page | 3

endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory 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 right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6. General liability 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. This provision shall also apply to any excess/umbrella liability policies.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 114 of 381 IND-PSA rev20221214
Addendum 2 – Federal Funds
Page | 1

ADDENDUM “2"

FEDERAL FUNDS

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 115 of 381 Contact: Whitten Guajardo, Vice President Phone: (949) 620-0912 Email: [email protected] Website: www.blaisassoc.com Date: August 13, 2025

City of Indio Grant Services Proposal

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 116 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | i

CONTENTS
A. COVER LETTER 1
B. EXPERIENCE AND QUALIFICATIONS 3
C. SERVICE DELIVERY APPROACH 10
D. COST PROPOSAL 21
E. ACCEPTANCE OF CITY’S PROFESSIONAL SERVICES AGREEMENT 23 F. APPENDICES 24

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 117 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 1
A. COVER LETTER August 13, 2025 Mr. Bryan Montgomery City Manager City Manager’s Office City of Indio 100 Civic Center Mall Indio, California 92201 Subject: B&A Proposal for Provision of Grant Services to the City of Indio Dear Mr. Montgomery: Blais & Associates, LLC (B&A) is pleased to provide the City of Indio with the following grant services proposal for your consideration. It has been our privilege to serve the City of Indio as a trusted grant services partner for more than 10 years, securing over $58 million in grant funding, with a Return on Investment (ROI) of $58 per dollar spent on our services. B&A offers a range of grant funding services, including developing strategic funding plans, conducting research, evaluating project competitiveness, writing applications, and managing pre- and post-award administration. The City may engage us for any combination of these services as outlined in this proposal. Our approach to grant consulting is grounded in strategy, responsiveness, and partnership. We do not aim to write every available grant — we want to be good stewards of the City’s resources by collaborating closely with staff to vet projects thoughtfully, ensuring alignment with funding priorities, eligibility criteria, and competitiveness. This allows us to focus efforts on the most viable opportunities, increasing the likelihood of award and reducing the risk of expending effort on low-yield pursuits. A key strength of our service model is our research support, which provides City staff with on-demand access to our experienced staff. City staff can reach out anytime for assistance with questions, research requests, or guidance on eligibility and fit. Our team is also available to support grant management activities, including clarifying grant conditions, assisting with reporting requirements, or helping troubleshoot challenges post-award. This holistic approach ensures that grant development is not done in a silo, but is integrated into the City’s broader funding and planning objectives. Our goal is not only to help secure funding, but to serve as a long-term strategic partner in helping the City build a resilient, well-funded pipeline of projects.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 118 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 2
The primary location of services will be our California office. California Office 7545 Irvine Center Dr., Ste 200 Irvine, CA 92618

Company Name: Blais & Associates, LLC (doing business as “B&A Grant Services and Software”) Company Phone Number: (949) 589-6338 Company Fax Number: (469) 242-2290 Company Email: [email protected] The information presented in this proposal is true and correct. I will serve as your primary point of contact with respect to this proposal and am authorized to bind B&A to the terms of this proposal. All statements in this proposal, including proposal price, remain valid for 90 calendar days from the submission date. Main Point of Contact: Whitten Guajardo Main Point of Contact Phone Number: (949) 620-0912 Main Point of Contact Email: [email protected] We look forward to supporting the City in securing funding for key projects and providing efficient, effective grant services. Respectfully yours, Whitten Guajardo Vice President

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 119 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 3
B. EXPERIENCE AND QUALIFICATIONS B&A is a full-service Limited Liability Corporation (LLC) offering comprehensive grant consulting services. Since our founding in 2000, we have accumulated over 25 years of experience providing strategic grant research, writing, and management services to municipal governments, regional public agencies, and various specialized sectors. We work with cities, towns, water districts, and councils of governments, addressing needs in areas such as Public Works, Parks and Recreation, Transportation, Economic Development, Public Health, Public Safety/Fire, and Water. With offices in southern California and Texas, B&A’s team of over 25 professionals works remotely across the United States. This enables us to leverage a broad range of expertise in municipal government grant services. Mission. Our mission is to provide the highest quality, full-spectrum grant support services that empower our clients to identify, pursue, and implement programs improving the communities they serve. Our mission statement is: “We serve our clients with premier grant solutions that improve the quality of life for our communities.” Licensing. Although licensing is not required for grant consultants, B&A upholds professional standards through active memberships in the Grant Professionals Association (GPA), the National Grants Management Association (NGMA), and the American Grant Writers Association (AGWA). We adhere to the code of ethics established by these organizations, reflecting our commitment to excellence and integrity in grant consulting. B&A’S EXPERIENCE Over the past 25 years, B&A has successfully written more than 2,200 grant applications, securing over $1.5 billion in funding for our clients. In addition to grant writing, we have managed and reported on hundreds of grant agreements, overseeing over $600 million in awarded funds. Our expertise is best demonstrated by the wide range of funding agencies for which we have prepared successful grant applications on behalf of our clients. Table 1 provides a summary of the funding secured from various agencies, showcasing the diversity and scope of our achievements.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 120 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 4
Table 1 Summary of B&A Grant Agency Experience (Not Comprehensive) Funding Agency Applications Submitted Awarded Funds Federal Congressionally Directed Spending 56 $7,994,525 U.S. Department of Agriculture 22 $8,409,700 U.S. Department of Defense 2 $567,000 U.S. Department of Energy 19 $3,769,619 U.S. Department of Health and Human Services 25 $13,805,765 U.S. Department of Homeland Security 111 $57,572,550 U.S. Department of Housing and Urban Development 19 $16,534,380 U.S. Department of Justice 35 $5,830,848 U.S. Department of Labor 6 $960,814 U.S. Department of the Interior 114 $35,790,843 U.S. Department of Transportation 175 $358,361,419 U.S. Economic Development Administration 22 $17,045,901 U.S. Environmental Protection Agency 21 $678,200 California (State and County-Level Agencies) California Business, Consumer Services and Housing Agency 65 $81,689,051 California Conservation Agencies 15 $7,291,973 California Department of Corrections and Rehabilitation 20 $20,331,122 California Department of Education 12 $4,629,877 California Department of Finance 3 $5,923,606 California Department of Food and Agriculture 3 $7,250,000 California Department of Justice 11 $3,196,274 California Department of Public Health 16 $16,128,228 California Department of Transportation 348 $244,507,737 California Environmental Protection Agency 40 $7,090,608 California Governor’s Office 8 $3,143,945 California Natural Resources Agency 344 $236,802,521 California Office of Emergency Services 73 $15,369,214 California Public Utilities Commission 2 $556,846 California State Library 11 $14,470,872 California State Set-Asides 5 $1,000,000 California State Water Resources Control Board 36 $185,002,355 Strategic Growth Council 25 $33,501,207 Los Angeles County 10 $12,037,094

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 121 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 5
Table 1 Summary of B&A Grant Agency Experience (Not Comprehensive) Funding Agency Applications Submitted Awarded Funds Orange County 2 $380,000 Riverside County 9 $2,412,626 San Bernardino County 5 $651,901 San Francisco Bay Restoration Authority 1 $450,000 Regional Agencies Air Quality Management Districts 56 $11,279,495 Water Districts 6 $1,260,750 Councils of Governments/Metro Planning Organizations 103 $50,432,407 Transportation Agencies 129 $97,307,084 Foundations and Private Entities 133 $2,765,088 B&A’S EXPERIENCE WITH THE CITY OF INDIO B&A has proudly supported the City of Indio since 2014, building a deep and informed partnership grounded in institutional knowledge and a strong history of successful grant development. Our longstanding relationship enabled us to build a robust library of materials—including prior grant applications, reports, data, and institutional knowledge—that enables us to support the City’s funding goals. B&A has achieved some significant wins on behalf of the City. Recent grant awards include: • 2024 Local Partnership Program for the Interstate 10 Monroe Interchange Improvement Project. The City was awarded $14,263,000 to reconstruct and widen the Monroe interchange at I-10 and Monroe Street. • 2024 U.S. Department of Transportation FY24 Safe Streets for All for a planning grant. The City was awarded $400,000 to formalize a complete roadway safety action plan. • 2024 Active Transportation Program (ATP) – Cycle 6. The City was awarded $1,889,000 to construct 1.14 miles of protected bikeway (Class IV) and 1.02 miles of 6.5-foot wide sidewalks along Monroe Street. Our experience and proactive approach to helping the City secure grant funding position us to continue delivering support to the City and navigate the current changing grant landscape.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 122 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 6
REFERENCES The following references are from current B&A clients who receive similar grant consulting services to those B&A proposes to provide for the City (company confidential list). City of Anaheim Contact: Rudy Emami, Public Works Director Telephone: 714-765-4058 Email: [email protected] Services Since: 2010 B&A Services: Grant Funding Identification (Fact Sheets), Grant Research (Go/No-Go Consultation), Grant Writing, and Grant Management Recent Grants Awarded: 1) California State Water Resources Control Board Drinking Water State Revolving Fund - $42.4 million. 2) California Department of Transportation Local Transportation Climate Adaptation Program - $18 million. 3) U.S. Department of Transportation Rebuilding American Infrastructure with Sustainability and Equity- $5 million. City of Jurupa Valley Contact: Michael Flad, Assistant City Manager Telephone: 951-332-6464 Email: [email protected] Services Since: 2022 B&A Services: Grant Funding Identification (Fact Sheets), Grant Research (Go/No-Go Consultation), and Grant Writing Recent Grants Awarded: 1) California Board of State and Community Corrections Organized Retail Theft Prevention Program - $2.2 million. 2) California Department of Housing and Community Development Manufactured Housing Opportunity and Revitalization Program - $3 million. 3) San Bernardino County Transportation Authority Transportation Development Act Article 3 Bicycle and Pedestrian Facilities Program - $690,000.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 123 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 7
City of Colton Contact: Bill Smith, City Manager Telephone: 909-370-5051 Email: [email protected] Services Since: 2014 B&A Services: Grant Funding Identification (Fact Sheets), Grant Research (Go/No-Go Consultation), and Grant Writing Recent Grants Awarded: 1) California State Parks Land and Water Conservation Grant Program - $1 million. 2) California Department of Transportation Active Transportation Program - $2.8 million. 3) San Bernardino County Department of Behavioral Health Homeless Emergency Aid Program- $400,000. Yuba City Contact: Joshua Wolffe, P.E., Director of Public Works Telephone: 530-822-3288 Email: [email protected] Services Since: 2017 B&A Services: Grant Funding Identification (Fact Sheets), Grant Research (Go/No-Go Consultation), and Grant Writing Recent Grants Awarded: 1) California Department of Transportation Clean California Local Grant Program - $2.3 million. 2) California Office of Emergency Services Hazard Mitigation Grant Program - $4.8 million. 3) Sacramento Area Council of Governments Regional Surface Transportation Program - $1.9 million.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 124 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 8
KEY PERSONNEL B&A proposes a highly experienced team to provide grant support services to the City. B&A ORGANIZATIONAL CHART

TEAM QUALIFICATIONS AND ROLES

Natale Lessey, B&A’s Managing Director of Client Relationship Management, is responsible for client services and quality control. Natale joined B&A in 2007 and has managed hundreds of grant development projects worth hundreds of millions of dollars in funding. Natale is responsible for high-quality client services. She oversees all B&A Client Relationship Managers, providing strategic guidance on proposals and client interaction.

Sharon Campbell, B&A’s Managing Director of Grant Research, manages all grant research and tracking and develops research products as requested by the City. Sharon is responsible for maintaining a robust database of grant solicitations, requesting funding proposals for the B&A library, developing timely Fact Sheets for announced grant Notice of Funding Opportunities (NOFOs), providing materials to B&A associates for client distribution, attending webinars, and maintaining the B&A grant database.

ManagementJordan Carter, CEO Whitten Guajardo, Vice PresidentClient Relationship Management Natale LesseyManagingDirector
Client Relationship Managers
Grant Research
Sharon CampbellManaging Director
Grant Research Analysts
Grant Development
Susan WorleyManaging Director
Grant Writers
Grant Management
Ursula DrakeManaging Director
Grant Managers

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 125 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 9

Susan Worley, B&A’s Managing Director of Grant Development, is responsible for grant application development and quality control. Susan has won over $72 million in grant funding since joining B&A in 2016. Susan ensures the submission of compelling and well-crafted grant proposals, along with overseeing compliance with grant program guidelines to maximize win rates.

Ursula Drake, B&A’s Managing Director of Grant Management, oversees provision of all services related to pre- and post- award grant reporting, administration, and compliance. Ursula brings extensive legislative and federal and state government agency experience to B&A. She oversees and collaborates with the Grant Management Department to ensure compliance with grant agreement terms and conditions, along with preparation of accurate reports and maintenance of detailed records. B&A proposes a highly experienced team to provide grant support services to the City by assigning a dedicated Client Relationship Manager to serve as the primary point of contact to the City. This ensures consistency, clear communication, and strategic oversight. The Client Relationship Manager will collaborate closely with the City and our internal team of expert writers to deliver high-quality, competitive proposals tailored to the City’s funding priorities. DEPARTMENT’S CLIENT RELATIONSHIP MANAGER

Natale Lessey serves as Managing Director of Client Relations at B&A and has been the City’s dedicated Client Relationship Manager for more than 7 years. With over a decade of professional experience, Natale has developed an in-depth understanding of the City’s funding priorities and strategic goals. Her expertise in aligning projects with competitive grant opportunities has consistently supported the City in making well-informed, strategic funding decisions. Natale will continue to lead this work and will be supported by a team of experienced grant writers to ensure high-quality, timely deliverables. Her leadership and proven success in securing grants make her an invaluable asset to the City’s ongoing grant efforts. Appendices provides full resumes of the City’s dedicated Client Relationship Manager and key writing staff.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 126 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 10
C. SERVICE DELIVERY APPROACH B&A uses a proven methodology refined over two decades to ensure client success. NEEDS ASSESSMENT & GRANT STRATEGIC PLAN B&A’s long-standing working relationship with the City places us in a strong position to continue supporting existing efforts, with a clear understanding of the City’s funding needs. The City’s Needs Assessment is actively maintained by our team, allowing us to align emerging grant opportunities with priority projects. This existing knowledge enables B&A to proceed efficiently with ongoing work without the need to start from scratch. Rather than proposing a one-time Grant Strategic Plan, our approach leverages the familiarity we have built through ongoing communication and review of the City’s Capital Improvement Program (CIP), strategic plans, and budget documents. Key focus areas identified include: • Monroe I-10 Interchange – successfully secured $18 million, with $30 million pending • Jackson Street Improvements – successfully secured $6.9 million • Indio Sports Park Phase II – successfully secured $8.5 million, with $13.4 million pending • Affordable Housing Projects - $500,000 pending Our team remains prepared to refine and update this framework as priorities evolve, continuing to provide a forward-looking forecast of grant opportunities and targeted recommendations that support competitive applications. GRANT RESEARCH – GRANT MONITORING/INTELLIGENCE Actively Identify Grant Resources. As part of our ongoing work with the City, B&A will continue to systematically research and track grant opportunities daily across federal, state, regional, and local levels. Our team develops detailed Fact Sheets summarizing key information, including the funding agency, available funding, average award amounts, deadlines, eligibility, program details, and more. In addition, our membership to the League of Cities provides us with up-to-date knowledge regarding issues facing local and regional government agencies. B&A also monitors propositions and legislative activities to understand the potential impact on our clients and grant programs.

Our B&A Research Department develops and issues over 450 targeted grant Fact Sheets and summaries every year.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 127 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 11
B&A maintains a dedicated Grant Research Team responsible for monitoring and analyzing grant opportunities across federal, state, regional, and local agencies. Our team reviews and tracks new funding announcements daily to ensure that clients receive timely and relevant grant releases aligned with their funding priorities. B&A uses the following methods to keep informed on current opportunities and to search for specific grants: Method Description Grant Calendar B&A excels in understanding federal, state, and regional grant programs and their funding cycles. B&A’s expertise allows us to quickly align client needs with our grant calendars, ensuring clients capitalize on recurring annual programs.

Federal Funding B&A monitors the federal government’s web portal daily for grant announcements. The portal lists every grant announcement issued by federal agencies.

State Funding B&A maintains a comprehensive list of all state agencies and their grant portals, monitoring sites daily for new grant notices. B&A also stays current on bond measures or propositions that are passed through the general election process.

Foundation Funding
B&A receives the “RFP Bulletin” weekly via electronic mail from the Foundation Directory, which is the recognized portal for all foundation and not-for-profit funding nationwide. As relevant and/or requested, B&A summarizes targeted opportunities and forwards them to the City for consideration.

Local Funding There are several regional agencies and planning organizations that have funding programs, such as councils of governments and air quality management districts, all of which are also tracked.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 128 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 12
GRANT RESEARCH – MONTHLY GRANT ACTIVITY REPORT B&A recommends a monthly Grant Activity Report (GAR) call with City staff to review active grant opportunities, ongoing projects, submitted applications, awards, denials, and any special services provided. As part of our service engagement, B&A will provide a monthly Grant Activity Report (GAR) call. This structured monthly check-in with City staff serves as a key touchpoint to: • Review and assess open grant opportunities and upcoming deadlines. • Discuss the status of applications in-progress. • Ensure the City’s grant forecast and funding wish list are current and aligned with evolving priorities. • Maintain clear communication to keep all parties on track with deliverables and submission timelines. This proactive coordination ensures transparency and allows B&A and City staff to stay aligned on priorities and responsive to new funding opportunities as they arise. Additionally, B&A provides an annual Grant Roll-up Report summarizing program achievements and the City’s Return-on-Investment (ROI) for executive-level updates. The City’s full Roll-up Report can be viewed in Appendices.

Indio’s Current Roll-Up Report

1.COMPETITIVE GRANTS AWARDEDTOTAL$58,504,375Project Source Amount1.1Neighborhood Stabilization ProgramNSP2 $8,310,000.00

1.2Burr Street, Hjorth Street, Dr. Carreon, Dog ParkCalifornia Housing & Community Development Housing Related Parks Program $1,010,700.001.3Miles Avenue Park Master PlanCalifornia Housing & Community Development Housing Related Parks Program $732,925.001.4Dr. Carreon/Oasis Left Turn SignalCaltrans Highway Safety Improvement Program (HSIP) Cycle 7$100,000.001.5Monroe Signal ModificationCaltrans Highway Safety Improvement Program (HSIP) Cycle 7$368,800.001.6South Jackson ParkU.S. Soccer Foundation- Safe Places to Play$17,500.001.7Safe Routes to School PlanCaltrans Sustainable Transportation Planning Grant$246,000.001.8Dominguez ParkCalifornia State Parks- Land & Water Conservation Fund$87,577.001.9Miles Avenue Park ConstructionCalifornia Housing & Community Development Housing Related Parks Program $997,400.001.10Pedestrian Countdown HeadsCaltrans Highway Safety Improvement Program (HSIP) Cycle 8$250,000.001.11Road Diet ProjectCaltrans Highway Safety Improvement Program (HSIP) Cycle 8$330,120.001.12Complete Streets PlanCaltrans Sustainable Transportation Planning Grant$300,000.001.13Miles Avenue Park Sidewalk ProjectSB1 Active Transportation Program ATP Augmentation Cycle 3$2,983,000.001.14C.O.R.E. Department of Finance: Community-Based Transitional Housing$1,949,000.001.15Shadow Hills Water ManagementCNRA: Prop 1 Urban Rivers$486,625.001.16Multi-Modal Feasibility StudyCaltrans Sustainable Transportation Planning Grant$391,745.001.17Bike Share PlanSCAG Sustainability Planning Grant$200,000.001.18Alternative Fuel Vehicles & ChargingMSRC Local Government Partnership Grant$50,000.001.19Downtown Indio Jewel Community TCC PlanStrategic Growth Council Transformative Climate Communities$200,000.001.20Jackson Street & Avenue 50 Flood Prevention ProjectCoachella Valley Mountains Conservancy Prop 1$500,000.001.21South Jackson Park AccessibilityCalifornia State Parks- Land & Water Conservation Fund$625,000.001.22Local Roadway Safety PlanCaltrans- Local Roadway Safety Plan$72,000.001.23Indio Fire Station GeneratorCalOES Community Power Resiliency Grant$248,200.001.24Civic Center Storm Drain PipeUrban Flood Protection$4,114,572.001.25Indio Sports ParkCalifornia State Parks- Statewide Parks Program$8,500,000.001.26Jackson Street Corridor ProjectCaltrans Clean California Local Grant Program$4,997,670.001.27Broadband Last Mile Design & Engineering ProjectCalifornia Public Utilities Commission Local Agency Technical Assistance Program $256,746.001.28I-10 & Monroe Street InterchangeCongressionally Directed Community Projects$1,500,000.001.29Jackson Street & Avenue 50 Flood Prevention ProjectCoachella Valley Mountains Conservancy Prop 1$525,000.001.30Miles Avenue Park Irrigation ImprovementsCalifornia State Parks Per Capita Allocation Program$197,249.001.31Dominguez Park Playground ImprovementCalifornia State Parks Per Capita Allocation Program$87,000.001.32Broadband System Expansion Feasibility StudyCPUC Local Agency Technical Assistance$256,846.001.33Jackson Street and Avenue 50 Flood ProtectionCoachella Valley Mountains Conservancy Prop 1$889,000.001.34EV Charging Master PlanUS Dept. of Energy Energy Efficiency Conservation Block Grant$140,950.001.35Miles Avenue Park Public Green Space Project (Technical Review) Imperial Irrigation District - Trees for All Public Green Space$30,750.001.36Monroe Street & Interestate 10 Interchange ATP ProjectCaltrans Active Transportation Program (ATP)$1,889,000.001.37Comprehensive Safety Action PlanUS DOT FY24 Safe Streets and Roads for All$400,000.001.38Interstate 10 Monroe Interchange Improvements ProjectLocal Partnership Program - Formuliac$14,263,000.00 Return on investment$58 per dollar spent
Grant Activity SummaryClientCity of IndioPeriod:February 2014 - July 2025 (11 years) 7545 Irvine Center DriveIrvine Business Center, Suite 200Irvine, CA 92618Phone (949) 589-6338

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 129 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 13
GRANT RESEARCH – GRANT RESEARCH CONSULTATION The City can request grant research consultation at any time to investigate specific programs. B&A’s team ensures responsive and thorough research, including contacting funding agencies to assess program goals and gauge agency interest in the proposed project. This is particularly valuable to the City when evaluating a proposed project that may not initially appear to be eligible or competitive for the program. B&A’s extensive agency contacts provide actionable insights to guide decisions. SCOPE OF SERVICES TIMELINE Depending on the complexity of the grant and the activities involved, the timeline for completing the Scope of Services may range 14 to 45 days or longer, depending on the grant. This includes time for research, pre-positioning, eligibility vetting, and development of key deliverables. Our goal is to ensure the City has adequate time for internal review, coordination, and decision-making prior to any submission. The following matrix outlines B&A’s process for identifying and selecting appropriate grants to pursue on behalf of the City. Step Responsible Party Action Outcome/Decision Point 1. Grant Solicitation Identified B&A B&A identifies a grant opportunity aligned with the City’s funding needs. Grant Fact Sheet or Summary sent to the City. 2. Initial Review & Consultation City & B&A City reviews opportunity and schedules consultation with B&A to discuss interest, alignment, and eligibility. Determination if opportunity warrants further vetting.

3. Project Vetting B&A B&A conducts due diligence on project eligibility, competitiveness, alignment with grant criteria, and readiness. Go/No-Go Recommendation provide to City. 4. Request for Quote City If project is a “go,” City requests a grant quote from B&A. Formal quote process initiated. 5. Quote Provided B&A B&A prepares a fixed-fee not-to-exceed quote for the City to review. Quote reviewed for budget and timeline alignment. 6. Notice to Proceed City City provides written approval or Notice to Proceed (NTP) based on accepted quote. Grant development begins.

7. Grant Development B&A B&A drafts, reviews, and finalizes the full grant application package in coordination with the City. Application prepared for timely submission. 8. Grant Submission B&A Upon City’s approval to submit, B&A submits application. Confirmation of timely submission. 9. Award Monitoring B&A B&A monitors agency communication for award announcements. City notified of award status.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 130 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 14
GRANT APPLICATION DEVELOPMENT All B&A-written applications are custom-developed with tailored narratives and visuals. We never use templates or cut-and-paste methods. The following summarizes B&A’s systematic grant writing process: • Once the grant is approved for pursuit, B&A reviews guidelines, provides a quote for client approval, and coordinates meetings to gather key information. We manage all aspects of proposal development, ensuring submissions meet all the grant's evaluation criteria. • B&A creates a Timeline and Checklist with tasks, milestones, and responsibilities, coordinating with City staff to estimate time needed. We pride ourselves on handling most of the application independently and lead all necessary coordination. • B&A develops an application outline using the grant's narrative questions. Our writers craft compelling responses and lead a kickoff call to review the program, Timeline and Checklist, and next steps. • B&A begins with long-lead tasks, including research, staff and stakeholder meetings, and drafting main proposal elements such as the scope of work, budget, timeline, and justification. We interview key staff and consultants, as needed, to gather project details. • B&A provides budget guidance and justifications in alignment with City policies and personnel guidelines and in conformance with grant solicitation requirements. • B&A identifies stakeholder roles with staff and consultants and works with staff to select stakeholders for letters of support. B&A drafts and assists in distributing these letters for signatures. • B&A attends pre-proposal conferences and webinars hosted by the grant agency. We also gather data and photos from existing resources, including General Plans, California Communities Environmental Health Screening Tool (CalEnviroScreen), and Google Earth. • B&A calculates data including greenhouse gas reduction, water, and energy savings using tools accepted by most grant funding agencies including the California Air Resources Board (CARB) models. We also collaborate with engineering firms for advanced modeling, when needed.

Over the past 20 years, B&A has written more than 2,000 grant proposals winning over $1.5 billion in grant funding.

B&A grant applications are all custom-developed with unique support letters and graphics.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 131 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 15
• B&A provides 80 and 100 percent draft proposals, allowing time for City staff reviews. The 80 percent draft ensures technical accuracy and alignment with City goals, while the final draft incorporates edits, final adjustments, and secures necessary approvals for submission. • B&A handles hard copy printing and delivery or coordinates online submissions, including passwords and authorizations, to ensure on-time delivery. • B&A maintains a full project file containing all data and narrative, shared with City staff for future use once the grant application is submitted. All original work products are provided via our online cloud system in standard formats like Microsoft Word, Excel, PowerPoint, or other appropriate software. While the application is undergoing development, B&A will continually assess and score the project and application against the program requirements to ensure that it remains highly competitive. QUALITY CONTROL B&A applies the highest professional standards and a tiered internal review process led by senior staff to ensure quality grant deliverables. Once City approval is given, B&A submits the application or provides detailed guidance, depending on agency policy. All deliverables undergo the same thorough review process before each delivery for the 80/100 drafts and final draft, ensuring no work product goes to the City without having been thoroughly vetted and reviewed.

DEBRIEFINGS In the case that a grant proposal is denied, B&A will coordinate with staff and the granting agency to request a debriefing. Debriefings are extremely valuable because the team can receive recommendations to strengthen the proposal for the next grant cycle. 0%Development of initial draftReview of initial draft by senior B&A staff member 80%Opportunity for client comments Further revisions and additions by senior B&A staff member 100%Review of final draft by senior B&A staff memberFinal opportunity for client comments and inputFinal revisions made to application by B&A staff member Submission
Submission of application to funding agency
B&A maintains a comprehensive project file for the client’s records.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 132 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 16
LEGISLATIVE ADVOCACY Since the return of Congressional Directed Spending (CDS) in March 2021, B&A has helped clients secure over $125 million in successful earmark awards. Notably, our efforts have directly supported the City in obtaining over $1.5 million in CDS funding. We have experience working with City advocates to ensure local, regional, state, and federal delegations are well-informed on key funding priorities. In addition to research and grant development, B&A partners closely with City staff to support broader funding strategies through advocacy and legislative engagement, including: • Developing tailored Project Fact Sheets for priority initiatives • Preparing materials and talking points for annual Washington, DC trips • Assisting in the preparation and submission of CDS requests GRANT REPORTING AND MANAGEMENT SERVICES Grant administration requests are processed identically to grant writing requests – a scope of work is defined, and a quote is provided to the client for review and authorization. Although the City has yet to engage B&A for grant management services, B&A has provided pre- and post-award grant management assistance for hundreds of funding agreements for the past two decades. Our experience with federal compliance and reporting requirements is extensive and includes a myriad of topics including environmental law, human subject protection, prevailing wage, Build America Buy America, American Iron and Steel, and many others. Each assignment is approached with the same level of enthusiasm and attention because we know your ability to receive future grant awards is dependent on successfully managing and closing out current grant awards with no audit findings. For new grant awards, B&A reviews the grant agreement to ensure it aligns with the grant application and helps identify rules and regulations that may be of concern. B&A will work with City staff to collaborate and liaison with the funding agency to negotiate or clarify any ambiguities. B&A staff are experienced in drafting resolutions that may be required as a condition of receiving an award and can also assist in developing the accompanying staff reports or board agenda document. The objective is to ensure that a grant agreement is successfully executed on time, that the City can successfully administer the grant given the conditions of award, and that the agreement articulates the scope of work, budget, and schedule correctly.

B&A has provided pre- and post-award grant management assistance for hundreds of funding agreements in the past two decades.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 133 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 17
COMPREHENSIVE GRANT MANAGEMENT SERVICES B&A offers full-service grant management engagement to support successful implementation and administration of awarded funding. These services include: • Pre-Award Support: Assistance with pre-award activities in securing the grant agreement. • File Maintenance, Organization, and Grant Management Software (BGAPS): Review of grant documents, organization of compliance files, and updates to our BGAPS grant management system. Clients are provided with “view” access to track reports, deliverables, compliance requirements, and key communications. • General Grant and Project Management: Regular check-in calls with City staff and stakeholders, budget and scope amendments, issue resolution, and agency liaison support. • Reporting: Preparation and submission of all required financial reports, requests for reimbursements, progress and performance reports, and final closeout documentation. B&A’s grant managers are experts in federal and local grant administration. Our team is equipped to provide additional grant administration beyond the services listed above, tailored to the specific requirements of each grant. GRANT REPORTING AND MANAGEMENT SOFTWARE B&A developed a proprietary and patent-pending grant management software system called BGAPS TM, which improves the crucial link between a Program Manager’s efforts and the regulatory requirements, reporting, metrics tracking, document control, reimbursement process, and auditing. The software system streamlines the entire grant management process. It was developed specifically to meet the needs of program managers, finance, auditing, compliance, and executive staff. Auditors can also be provided with temporary and limited access to all documents needed for their review during an audit. B&A uses BGAPS extensively to develop and manage the program’s schedule, compliance requirements, metrics, budget, requests for reimbursements, and document storage/retention, and other items as identified throughout the performance period of the assignment. The BGAPS software-as-a-service (SaaS) system is Cloud-based and built on .Net MVC technology with Azure SQL as the backend and hosted on Microsoft Azure – some of the most trusted tools and names in the software development industry. Documents are protected and stored using Microsoft Azure blob storage. The entire system is built with three levels of redundancy and meets HIPAA security standards.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 134 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 18
RECENT GRANT AWARDS SECURED FOR OTHER CLIENTS B&A has a proven history, securing over 46 percent of client grant applications annually—far exceeding the typical 5–20 percent funding rate for most programs. This success is driven by our deep expertise in grant programs, daily research, and strategic guidance on “go” or “no-go” decisions to align with funding agency priorities. B&A helps clients stay informed about relevant grants, pursue appropriate opportunities, manage reporting, and close-out requirements for awarded grants. In the past five years, B&A developed over 839 grants for our California clients, securing over $659 million in grant funding. $52 million of these requests were for Congressionally directed spending and California legislature set asides. Recently, B&A secured 13 of 19 California Department of Transportation Sustainable Transportation Planning grant applications submitted on behalf of our clients, worth over $6.5 million in funding. This equates to a 68 percent success rate. Table 2 showcases highlights of our recent achievements. Table 2 Recent B&A Grant Success Funding Agency Grant Program Client Name Project Award Date Awarded Funds Federal Awards U.S. Department of Transportation Advanced Transportation Technology and Innovation City of Pomona Pomona Emerging Transportation Technologies 2024 $10,621,872 U.S. Department of Transportation Low or No Emission Program Omnitrans Omnitrans sbX Green Line Zero Emission Buses, Charging Infrastructure, and Workforce Development Project 2024 $8,447,218
U.S. Department of Transportation Safe Streets and Roads for All City of Riverside City of Riverside Neighborhood Safety Investment 2024 $7,448,000 Pipeline and Hazardous Materials Safety Administration
Natural Gas Distribution Infrastructure Safety and Modernization Long Beach Utilities Department
Natural Gas Pipeline Replacement & Leak Detection Implementation Project 2024 $6,806,640

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 135 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 19
Table 2 Recent B&A Grant Success Funding Agency Grant Program Client Name Project Award Date Awarded Funds Federal Emergency Management Agency (FEMA) Staffing for Adequate Fire and Emergency Response (SAFER) City of Montclair Hiring Firefighters 2024 $691,129 Bureau of Reclamation Water & Energy Efficiency Grant Program Lugert-Altus Irrigation District Ozark Canal Conversion Project (Phase 1) 2023 $5,000,000 Federal Railroad Administration Railroad Crossing Elimination Grant Program City of Banning Hargrave Grade Separation Planning Project 2023 $2,800,000 California Awards California Energy Commission Community Energy Reliability & Resilience Investment Program City of Anaheim Department of Public Utilities Distribution Switch Reliability & Automation Upgrades 2024 $7,453,938 California Board of State and Community Corrections Proposition 47 Grant Program City of Banning Banning Re-Entry & Community Safety Project 2024 $6,990,541 California Department of Housing and Community Development Permanent Local Housing Allocation City of Norwalk Norwalk ADU Program 2024 $3,556,572 California Coastal Conservancy State Coastal Conservancy Grant Program City of Anaheim Department of Community Services River Park 2024 $2,000,000 Fresno Council of Governments Active Transportation Program City of Coalinga Coalinga Perimeter Trail Interconnect Pacific South and Gregory North 2023 $2,606,000

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 136 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 20
B&A’s grant management roster includes over $295 million successfully managed grant dollars. Table 3 shows examples of funded grants administered by B&A. Table 3 Sample of B&A-Managed Grant Projects Funding Agency Grant Program Client Name Project Years Managed Grant Amount U.S. Department of Homeland Security Federal Emergency Management Agency (FEMA) Hazard Mitigation Program City of Anaheim Undergrounding High Voltage Electrical Line, Phase One (Project) 2024 - present $6,572,500 California Department of Water Resources Urban Community Drought Relief Program City of Yuba City City-Owned Property Turf Replacement and Commercial Property Turf Replacement 2024 – present $3,415,152 U.S. Department of Commerce Economic Development Administration Economic Adjustment Assistance Program
Los Angeles Tourism & Convention Board Los Angeles Tourism & Convention Board Marketing Plan 2023 – 2024 $7,500,000 Caltrans Clean California Local Grant Program City of Farmersville 198 Gateway and Downtown Improvements 2022 – present $4,333,906 U.S. Department of Homeland Security Federal Emergency Management Agency (FEMA) Hazard Mitigation Program Rancho California Water District Vail Dam Hazard Mitigation Project, Phase One (Project and Management) 2021 – present $3,716,699 U.S. Department of Homeland Security Federal Emergency Management Agency (FEMA) Hazard Mitigation Program City of Anaheim Undergrounding High Voltage Electrical Line, Phase One (Management) 2021 – present $868,500 U.S. Department of Housing and Community Development
Community Development Block Grant Program City of Farmersville Farmersville Environmental Clearance and Engineering Planning for Alley Improvement Project 2020 – 2023 $250,000

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 137 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 21
D. COST PROPOSAL In accordance with the instructions outlined in the RFP, B&A has submitted a cost proposal under a separate cover. Below is a summary of B&A’s standard hourly rates and pricing for additional services beyond the base scope. B&A HOURLY BILLING RATES Personnel Hourly Rate Associate Grant Staff $150 Senior Associate Grant Staff $180 Technical Director $230 STANDARD FEE SCHEDULE Description Fee Professional Services Fixed Fee or Time & materials basis (see table above), based on City preference External Consultants (e.g., BCA analysis) Cost – no markup Mileage Prevailing standard IRS rate Travel (tolls, taxi, airfare, hotel) Cost – no markup Printing, Copying, Binding, etc. Cost – no markup Shipping, Express Mail, or Courier Cost – no markup Each project is independently analyzed to determine the projected scope of work. B&A provides a quote for client review and approval prior to beginning work. This streamlined approach allows B&A to serve as a good steward of the City’s resources to serve as an efficient and effective grant services provider. B&A may adjust rates annually to align with the cost of doing business. All external consultant fees and direct out-of-pocket expenses are billed at cost (without markup). Our proposed rates remain valid for a period of 90 calendar days from the date of submission of this fee schedule. B&A actively integrates the following “cost saving” practices into its operational procedures: • All out-of-pocket expenses are billed at cost, with no markup to our clients. • B&A utilizes company discounted commercially available printing services (e.g., Staples), as needed, for bulk printing, copying, and binding support, to minimize direct costs. • B&A utilizes company discounted commercially available shipping and delivery services (e.g., FedEx, UPS, or USPS), as needed, for delivery of hard copy materials, significantly reducing expenses. • Receipts for direct expenses can be provided upon request.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 138 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 22
PROPOSED PAYMENT SCHEDULE B&A proposes the following payment structure for consulting services: 1. Monthly Invoicing B&A will invoice the City on a monthly basis, based on actual hours worked and activities completed in the prior month. Each invoice will include a detailed breakdown of hours, tasks performed, and associated costs. 2. Hourly Billing Structure Services will be billed at the agreed-upon hourly rates outlined in the Cost Proposal. B&A will track time against each project or task, ensuring transparency and accountability for all billed work. 3. Payment Terms Payment is due within 30 days of invoice receipt, unless otherwise negotiated. Late payments may be subject to interest as permitted by law. 4. Cap and Budget Monitoring If a not-to-exceed cap is established, B&A will monitor progress toward that cap and provide regular budget updates to ensure services stay within the authorized limit. 5. Optional Flat-Rate or Milestone-Based Payments (If Applicable) For defined projects, B&A is open to establishing flat-rate or milestone-based billing structures (e.g., payment upon completion of a deliverable, application submission, or reporting cycle), pending mutual agreement.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 139 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 23
E. ACCEPTANCE OF CITY’S PROFESSIONAL SERVICES AGREEMENT B&A affirms that we have reviewed the City’s Standard Professional Services Agreement and have no requested revisions. We are prepared to fully comply with the terms and conditions as outlined in the agreement and are ready to execute the contract upon award.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 140 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 24
F. APPENDICES The following information is attached: • Staff Resumes • City of Indio’s Roll-up Report

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 141 of 381

GRANT RESEARCH, WRITING, & MANAGEMENT | 1
Natale
Lessey
Managing
Director

Natale possesses over a decade of experience in the
municipal grant realm. Natale’s extensive career has
spanned millions of dollars of grant wins, as well as
management of multi-million dollar grants post-award.

Natale oversees the Client Relationship Management
Department and ensures each client receives top-notch
service from their dedicated Client Relationship
Manager.

PROFESSIONAL CREDENTIALS
• Bachelor of Arts, English, California State
University, Fullerton

PROFESSIONAL ORGANIZATIONS
• Grant Professionals Association, Member
• American Grant Writers Association, Member
• National Grants Management Association,
Member

EMPLOYMENT HISTORY
• Blais & Associates, LLC (2013-Present)
• The Ecology Center
• Circle of Help Foundation
• Stephan Kachani Inc.

UNIQUE SKILLS
• Maintains detailed and technical involvement in day -to-day client management for B&A and guiding Client Relationship Managers using exceptional communication skills, ensuring ongoing staff and client engagement. • Adept communicator with the capacity to efficiently assess client needs and identify optimum grant opportunities, specific to unique clients and situations. • Expert grant writer, with the ability to develop high-complexity grant applications with maximum efficiency while navigating complex granting requirements and programs.
• Experienced in both writing and managing grants for municipal clients. • Possesses expertise in identifying, researching, and understanding grants. Vets opportunities to identify grants appropriate for each client. Regularly provides strategic guidance to clients to maximize win rate.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 142 of 381

GRANT RESEARCH, WRITING, & MANAGEMENT
Annabeth Anderson Grant Writer Annabeth is a skilled professional technical writer and editor with numerous years of experience in creating, designing, and editing documents tailored to specific audiences. With a proven track record of success, she is recognized as a detail-oriented and creative thinker who excels in a deadline-driven environment. Annabeth has extensive experience researching and writing grant proposals for municipal departments, nonprofits, and community-based organizations. While with the City of Summersville, she provided grant services to the Nicholas County Health Department (NCHD) and Nicholas Intervention Coalition (NIC). For NCHD, she secured five of seven grant applications, including National Association of County and City Health Officials (NACCHO), and the Center for Disease and Control Prevention (CDC) grants. She also helped NIC win a CDC Drug-Free Communities grant along with four other successful foundation and local government grants. Her work has focused on rural public health, substance use prevention, and community reintegration. Annabeth currently serves on the Nicholas County Health Department Board of Directors, reinforcing her commitment to community health initiatives. .

PROFESSIONAL CREDENTIALS • Bachelor of Arts, English/Technical Writing, West Virginia State University • Masters in Information Systems from University of Phoenix PROFESSIONAL ORGANIZATIONS • Grant Professionals Association, Member • American Grant Writers Association, Member • National Grants Management Association, Member • Nicholas County Health Department Board of Directors EMPLOYMENT HISTORY • Blais & Associates, LLC (2022-Present) • City of Summersville UNIQUE SKILLS • Ability to research and write effective proposals and applications to secure grant funding from local organizations, foundations, and businesses. • Strong communication and organization skills, enabling the creation, design, and editing of documents targeted for specific audiences. • Proficient in using different styles and tones of writing to effectively communicate technical information. • Experienced in managing and prioritizing multiple projects and deadlines, while maintaining a high level of attention to detail. • Skilled in conducting research and analysis to ensure accuracy and relevance of information in written materials. • Ability to work effectively with subject matter experts and technical professionals to create accurate and informative content.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 143 of 381

GRANT RESEARCH, WRITING & MANAGEMENT
Christine
Rose
Grant Writer

Christine has a wealth of experience in securing funding for clients from various sources. With a background in the
California legislature and grant writing for an advocacy firm, Christine brings a unique perspective to each proposal, crafting compelling narratives that inspire funders to invest in the mission. Christine has a proven track record of writing persuasive and factually accurate grant proposals to secure seven-figure grants for clients. Christine's expertise also extends to coordinating the grant application process, grant projects, and grant reporting. Christine is skilled at
conducting extensive research and writing proposals and applications that align with grantors' goals and funding objectives.

PROFESSIONAL CREDENTIALS
• Master of Arts, History, California Polytechnic
State University, San Luis Obispo
• Bachelor of Arts, History, California State
University, Sacramento

PROFESSIONAL ORGANIZATIONS
• Grant Professionals Association, Member
• American Grant Writers Association, Member
• National Grants Management Association,
Member

EMPLOYMENT HISTORY
• Blais & Associates, LLC (2024-Present)
• Townsend Public Affairs, Inc.
• California State Assembly

UNIQUE SKILLS
• Comprehensive knowledge of the grant application process, including researching grantors and developing a strategic approach to each grant proposal.
• Ability to create persuasive and factual grant proposals that have secured seven-figure grants for clients. • Proficiency in project management, including coordinating the application process and managing multiple project timelines to ensure that all deadlines are met.
• Experience in collaborating with program directors and financial officers to ensure compliance with grant procedures and appropriateness of expenditures.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 144 of 381

GRANT RESEARCH, WRITING & MANAGEMENT SERVICES
Kyra Croninger Grant Writer Kyra has extensive experience in grant writing and technical applications for state and government agencies. With a background in marketing, publicity, and creative design, Kyra brings a unique blend of technical precision and creative storytelling to every proposal, crafting compelling narratives that resonate with funders. Kyra excels at producing persuasive and detail-oriented grant applications, ensuring alignment with grantors' goals and funding priorities. Kyra is passionate about combining technical skill, creativity, and meticulous attention to detail to achieve impactful results in grant writing and beyond.

PROFESSIONAL CREDENTIALS • Bachelor of Science, History, Benedictine College • Bachelor of Science, Theology, Benedictine College PROFESSIONAL ORGANIZATIONS • Grant Professionals Association, Member • American Grant Writers Association, Member • National Grants Management Association, Member EMPLOYMENT HISTORY • Blais & Associates, LLC (2023-Present) • Spiritual Life Center UNIQUE SKILLS • Extensive expertise in crafting complex and persuasive technical grant applications tailored to the goals and objectives of state and government agencies. • Adept at collaborating with stakeholders to gather necessary data, align goals, and ensure compliance with application requirements. • Strong research skills to identify funding opportunities and align proposals with grantors' priorities and objectives. • Proven ability to manage multiple responsibilities, from technical grant writing to client communication, ensuring efficiency and high-quality outcomes.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 145 of 381

1.COMPETITIVE GRANTS AWARDED TOTAL $58,504,375
Project Source Amount

1.1Neighborhood Stabilization ProgramNSP2 $8,310,000.00

1.2Burr Street, Hjorth Street, Dr. Carreon, Dog ParkCalifornia Housing & Community Development Housing Related Parks Program $1,010,700.00

1.3Miles Avenue Park Master Plan California Housing & Community Development Housing Related Parks Program $732,925.00

1.4Dr. Carreon/Oasis Left Turn Signal Caltrans Highway Safety Improvement Program (HSIP) Cycle 7$100,000.00

1.5Monroe Signal Modification Caltrans Highway Safety Improvement Program (HSIP) Cycle 7$368,800.00

1.6South Jackson Park U.S. Soccer Foundation- Safe Places to Play $17,500.00

1.7Safe Routes to School Plan Caltrans Sustainable Transportation Planning Grant $246,000.00

1.8Dominguez Park California State Parks- Land & Water Conservation Fund$87,577.00

1.9Miles Avenue Park Construction California Housing & Community Development Housing Related Parks Program $997,400.00

1.10Pedestrian Countdown Heads Caltrans Highway Safety Improvement Program (HSIP) Cycle 8$250,000.00

1.11Road Diet Project Caltrans Highway Safety Improvement Program (HSIP) Cycle 8$330,120.00

1.12Complete Streets Plan Caltrans Sustainable Transportation Planning Grant $300,000.00

1.13Miles Avenue Park Sidewalk Project SB1 Active Transportation Program ATP Augmentation Cycle 3$2,983,000.00

1.14C.O.R.E. Department of Finance: Community-Based Transitional Housing$1,949,000.00

1.15Shadow Hills Water Management CNRA: Prop 1 Urban Rivers $486,625.00

1.16Multi-Modal Feasibility Study Caltrans Sustainable Transportation Planning Grant $391,745.00

1.17Bike Share Plan SCAG Sustainability Planning Grant $200,000.00

1.18Alternative Fuel Vehicles & ChargingMSRC Local Government Partnership Grant $50,000.00

1.19Downtown Indio Jewel Community TCC PlanStrategic Growth Council Transformative Climate Communities$200,000.00

1.20Jackson Street & Avenue 50 Flood Prevention ProjectCoachella Valley Mountains Conservancy Prop 1 $500,000.00

1.21South Jackson Park Accessibility California State Parks- Land & Water Conservation Fund$625,000.00

1.22Local Roadway Safety Plan Caltrans- Local Roadway Safety Plan $72,000.00

1.23Indio Fire Station Generator CalOES Community Power Resiliency Grant $248,200.00

1.24Civic Center Storm Drain Pipe Urban Flood Protection $4,114,572.00

1.25Indio Sports Park California State Parks- Statewide Parks Program $8,500,000.00

1.26Jackson Street Corridor Project Caltrans Clean California Local Grant Program $4,997,670.00

1.27Broadband Last Mile Design & Engineering ProjectCalifornia Public Utilities Commission Local Agency Technical Assistance Program $256,746.00

1.28I-10 & Monroe Street Interchange Congressionally Directed Community Projects $1,500,000.00

1.29Jackson Street & Avenue 50 Flood Prevention ProjectCoachella Valley Mountains Conservancy Prop 1 $525,000.00

1.30Miles Avenue Park Irrigation ImprovementsCalifornia State Parks Per Capita Allocation Program $197,249.00

1.31Dominguez Park Playground ImprovementCalifornia State Parks Per Capita Allocation Program $87,000.00

1.32Broadband System Expansion Feasibility StudyCPUC Local Agency Technical Assistance $256,846.00

1.33Jackson Street and Avenue 50 Flood ProtectionCoachella Valley Mountains Conservancy Prop 1 $889,000.00

1.34EV Charging Master Plan US Dept. of Energy Energy Efficiency Conservation Block Grant$140,950.00

1.35Miles Avenue Park Public Green Space Project (Technical Review) Imperial Irrigation District - Trees for All Public Green Space$30,750.00

1.36Monroe Street & Interestate 10 Interchange ATP ProjectCaltrans Active Transportation Program (ATP) $1,889,000.00

1.37Comprehensive Safety Action Plan US DOT FY24 Safe Streets and Roads for All $400,000.00

1.38Interstate 10 Monroe Interchange Improvements ProjectLocal Partnership Program - Formuliac $14,263,000.00 Return on investment
$58 per dollar spent
Grant Activity SummaryClient
City of IndioPeriod:

February 2014 - July 2025 (11 years)
7545 Irvine Center Drive
Irvine Business Center, Suite 200
Irvine, CA 92618
Phone (949) 589-6338

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 146 of 381

2. COMPETITIVE GRANTS UNDER
REVIEW/AWAITING AWARD TOTAL $89,138,027
Project Source Amount

2.1 Monroe Street & Interestate 10 Interchange Project FY25 Congressionally Directed Spending/Community Projects (Padilla) $10,000,000.00

2.2 Monroe Street & Interestate 10 Interchange Project FY25 Congressionally Directed Spending/Community Projects (Ruiz) $10,000,000.00

2.3 Indio Community EV Charging Project (Resubmission of R1) US DOT Charging and Fueling Infrastructure Program R2 $150,577.00

2.4 Indio Sports Park Phase II CA State Parks - Outdoor Recreation Legacy Partnership (ORLP) $7,500,000.00

2.5 Monroe Street & Interestate 10 Interchange Project FY26 Congressionally Directed Spending/Community Projects (Schiff) $10,000,000.00

2.6 Monroe Street & Interestate 10 Interchange Project FY26 Congressionally Directed Spending/Community Projects (Padilla) $10,000,000.00

2.7 Monroe Street & Interestate 10 Interchange Project FY26 Congressionally Directed Spending/Community Projects (Ruiz) - Resubmission
$5,000,000.00

2.8 Owner-Occupied Rehabiltation Program HCD HOME Investment Partnership Program $500,000.00

2.9 I-10 Monroe Street Exchange SCAG Surface Transportation Block Program $30,000,000.00

2.10 Indio Sports Park Phase II CA State Parks - Land & Water Conservation Fund (LWCF) $5,987,450.00

3. COMPETITIVE GRANTS UNDER
DEVELOPMENT TOTAL $0
Project Source Amount

3.1 None at this time $0.00
$0.00
- American Planning Association Inland Empire Award: Better Neighborhood Program (2014) - APA California Opportunity & Empowerment Award: Better Neighborhood Program (2014) - Grant Activity Reports developed and reviewed monthly with staff to evaluate open grant opportunities. - Assist staff in reviewing potential projects for highly competitive applications. - Maintain working "Wish List" of emerging needs and known priority projects to identify potential funding sources. - Track federal, state, and regional funding announcements and develop Fact Sheets for staff’s consideration. - Assist staff in facilitating support letters for earmark requests. - Review and editing/enhancements of funding applications developed by staff.

OTHER B&A ACTIVITIES
Details

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 147 of 381 Contact: Whitten Guajardo, Vice President Phone: (949) 620-0912 Email: [email protected] Website: www.blaisassoc.com Date: August 13, 2025

City of Indio Grant Writing Services Cost Proposal

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 148 of 381 GRANT RESEARCH, WRITING, & MANAGEMENT | 1
D. COST PROPOSAL
Task Description Frequency Monthly Cost Annual Cost MONTHLY COSTS Grant Research & Monitoring, Fact Sheet Development Grant monitoring; Development of grant summaries and fact sheets. Monthly Fixed Fee $2,022 $24,264 Grant Consultation, Project Vetting
Distribution of targeted grant opportunities, summaries, and fact sheets; Develop Monthly Grant Activity Reports (GARs); Scheduled calls to review opportunities and grants in-progress; Go/no-go consultation; Coordination calls; Develop Year-End Grant Roll-Up Reports.

Billed Upon Usage 15 hours/month 180 hours/year at a Blended Hourly Rate $165/hour $2,475 $29,700 Not-to-Exceed Monthly/Annual Budget $4,497 $53,964 GRANT DEVELOPMENT – Quoted Upon Request Grant Proposal Development & Submittal* Full scope collaborative grant writing development to include submission (cost will vary by application complexity and client involvement).

This estimates three mid-complexity grants at $8,400 each per year. $2,100 $25,200 This estimates three high-complexity grants at $16,400 each per year. $4,100 $49,200 *Estimated Monthly/Annual Budget **(monthly fee reflects a breakdown of the annual fee – paid on a per project basis) $10,697** $128,364 GRANT Management – Quoted Upon Request Grant Management* Pre- and post-award grant management services Quoted upon request with grant agreement. $1,550 $18,600 *Estimated Monthly/Annual Budget **(monthly fee reflects a breakdown of the annual fee – paid on a per project basis) $12,247** $146,964 *Grant development & grant management fees dependent upon usage B&A quotes both grant development and grant management services based on the level of effort, providing the City with cost savings by allowing services to be utilized only as needed. For grant development, each effort is quoted according to the resources required to deliver a full, compliant, and competitive application — with costs varying depending on the complexity, scope, and requirements of the specific grant program. This tailored approach ensures accurate assessment of the writing and coordination needed for each opportunity. Grant management services are similarly quoted based on the level of effort dictated by the grant agreement. Additional details on B&A’s grant management services and BGAPS software can be found in the Optional Add-On Services section on the following page.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 149 of 381 GRANT RESEARCH, WRITING & MANAGEMENT | 2
OPTIONAL ADD-ON SERVICES: GRANT MANAGEMENT & BGAPS SOFTWARE Task Description Frequency Monthly Cost Annual Cost
Grant Management Services
Pre- and post-award grant management services including file maintenance and organization utilizing BGAPS (client has View access); report development and submission; general grant and project management; compliance/regulation requirements review, oversight and advisement; collaboration/liaison services with client team and grantor agency; budget and scope amendments; and other troubleshooting and advisement, as needed (cost will vary by grant/financial assistance agreement, complexity and client involvement).

Quoted upon request with grant agreement. One full-service grant management project estimated $750 to $1,550/month, based on level of effort, complexity, frequency of reporting.

Estimated Range: $750 to $1,550
Estimated Range: $9,000 to $18,600
BGAPS Grant Management Software Proprietary grant management software system. 30-day FREE trial then monthly fee for license. $1,200 $14,400 BGAPS Licensing Option Please note the following important clarifications: 1. Standalone Licensing Option – A BGAPS license may be purchased independently of full-service GM support. Clients interested in managing their own grants may opt for a standalone BGAPS license at a rate of $1,200/month or $14,400/year. This licensing fee is not applicable if the City engages B&A for full-service Grant Management. Training and technical support is included in this license option. 2. Optional Add-On – Clients selecting the Standalone Licensing Option (above) will have the option to request B&A grant management staff to provide setup and data entry services for up to three (3) grant agreements as part of the initial license fee. 3. Free Demo Available – B&A offers a complimentary demonstration of the BGAPS platform to help clients evaluate its functionality and determine if the license-only option meets their needs. B&A is available to further explore the above grant management options with the City, as needed. These services are offered as optional add-ons that can be leveraged based on the City’s specific needs and preferences.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 150 of 381 GRANT RESEARCH, WRITING & MANAGEMENT | 3
STANDARD FEE SCHEDULE Description Fee Professional Services Fixed Fee (B&A’s Standard) External Consultants (e.g., BCA analysis) Cost – no markup Mileage Prevailing standard IRS rate Travel (tolls, taxi, airfare, hotel) Cost – no markup Printing, Copying, Binding, etc. Cost – no markup Shipping, Express Mail, or Courier Cost – no markup B&A performs work on a fixed fee not-to-exceed basis. Each project is independently analyzed to determine the projected scope of work. B&A provides a fixed fee not-to-exceed quote for client review and approval prior to beginning work. Any additional one-off requests or activities that fall outside of the scope of work are performed and billed at a time and materials basis. This streamlined approach enables B&A to serve as a good steward of the client’s capital resources and be the most efficient and effective grant services provider possible. B&A may adjust rates annually to align with the cost of doing business. Our proposed rates remain valid for a period of 90 calendar days from the date of submission of this fee schedule. Invoices are provided monthly and are payable within 30 days of receipt. B&A actively integrates the following “cost saving” practices into its operational procedures: • All out-of-pocket expenses are billed at cost, with no markup to our clients. • B&A utilizes company discounted commercially available printing services (e.g., Staples), as needed, for bulk printing, copying, and binding support, to minimize direct costs. • B&A utilizes company discounted commercially available shipping and delivery services (e.g., FedEx, UPS, or USPS), as needed, for delivery of hard copy materials, significantly reducing expenses. • Receipts for direct expenses can be provided upon request.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 151 of 381 PROFESSIONAL SERVICES AGREEMENT*

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND
[CONTRACTOR],
A [STATE & TYPE OF CORP]
Form Approved January 7, 2025

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 152 of 381 PSA Revised 1/2025
1 | P a g e

PROFESSIONAL SERVICES AGREEMENT

FOR GRANT WRITING SERVICES TO

BETWEEN THE CITY OF INDIO AND BLAIS & ASSOCIATES LLC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this __ TH day of ___________, 202_ (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation organized as a general law city and ___________, a [STATE AND TYPE OF CORP, sole proprietorship, or partnership] (“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 issued a Request for Proposals (“RFP”) to obtain professional grant services—including research, application development, and post-award support—for various City departments.

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 _______ (the “Effective Date”) and continue in effect until the tasks described are

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 153 of 381 PSA Revised 1/2025
2 | P a g e
completed, but in no event later than 202_, unless sooner terminated or otherwise extended by written agreement of the Parties. All days set out are calendar days.
(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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 154 of 381 PSA Revised 1/2025
3 | P a g e
The City’s _______ 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.
(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 $175,000, 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 155 of 381 PSA Revised 1/2025
4 | P a g e
(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
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,

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 156 of 381 PSA Revised 1/2025
5 | P a g e
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 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 157 of 381 PSA Revised 1/2025
6 | P a g e
(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 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 158 of 381 PSA Revised 1/2025
7 | P a g e
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
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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 159 of 381 PSA Revised 1/2025
8 | P a g e
(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 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 160 of 381 PSA Revised 1/2025
9 | P a g e
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.

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)

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 161 of 381 PSA Revised 1/2025
10 | P a g e
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.

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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 162 of 381 PSA Revised 1/2025
11 | P a g e
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 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 163 of 381 PSA Revised 1/2025
12 | P a g e
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 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 164 of 381 PSA Revised 1/2025
13 | P a g e
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 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: [INSERT COMPANY & THEIR CONTACT
INFO]
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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 165 of 381 PSA Revised 1/2025
14 | P a g e
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.

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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 166 of 381 PSA Revised 1/2025
15 | P a g e
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 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 167 of 381 PSA Revised 1/2025
16 | P a g e
(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]

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 168 of 381 PSA Revised 1/2025
17 | P a g e
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:

Its: [TITLE]
Attachments:

Exhibit A- Scope of Services
Exhibit B- Compensation
Attachments - Continued

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 169 of 381 PSA Revised 1/2025
18 | P a g e
Exhibit C- Insurance (Addendums 1-3)
Exhibit D- Conflict of Interest Form
Exhibit E- Levine Act Statement
Exhibit F- Request for Proposal (if used)
Exhibit G- Consultant’s Proposal (if used)

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 170 of 381 PSA Revised 1/2025
1 | P a g e
Exhibits
EXHIBIT “A”

SCOPE OF SERVICES

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 171 of 381 PSA Revised 1/2025
1 | P a g e
Exhibits
EXHIBIT “B”

COMPENSATION

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 172 of 381 PSA Revised 1/2025
1 | P a g e
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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 173 of 381 PSA Revised 1/2025
2 | P a g e
Exhibits
coverage at least as broad as the primary coverages set forth above, including commercial 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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 174 of 381 PSA Revised 1/2025
3 | P a g e
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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 175 of 381 PSA Revised 1/2025
4 | P a g e
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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 176 of 381 PSA Revised 1/2025
5 | P a g e
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 non-contributory 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

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 177 of 381 PSA Revised 1/2025
6 | P a g e
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.

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 178 of 381 PSA Revised 1/2025
1 | P a g e
Exhibits
ADDENDUM “2"

FEDERAL FUNDS

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 179 of 381 PSA Revised 1/2025
1 | P a g e
Exhibits
ADDENDUM “3"
BONDS

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 180 of 381 PSA Revised 1/2025
2 | P a g e
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:
__________________________________________________________________ __________
________________________________
____________________________
Brian Montgomery, City Manager Consultant Signature and Title
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.
________________________________
____________________________
Brian Montgomery, City Manager Consultant Signature and Title

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 181 of 381 PSA Revised 1/2025
3 | P a g e
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)
(NAME)

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 182 of 381 PSA Revised 1/2025
4 | P a g e
Exhibits
( NAME OF COMPANY)
EXHIBIT “F”

REQUEST FOR PROPOSAL

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 183 of 381 PSA Revised 1/2025
5 | P a g e
Exhibits
EXHIBIT “G”
CONSULTANT’S PROPOSAL

Award of a Professional Services Agreement to Blais & Associates, Inc. i... Page 184 of 381 City of Indio
City Council
September 17, 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: Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat located at 82707 Miles Ave.

RECOMMENDATION:

Staff recommends that the City Council approve a Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat located at 82707 Miles Ave.

SUMMARY:

Downtown Indio is experiencing sustained momentum in its ongoing renaissance, with over $200 million in public and private investments. Opened businesses, including The Place, Studio B, “World Famous” Repairland, Rosemary HiFi, Gabino’s Creperie, Italitica, Indio Taphouse, Victoria’s Café, and Rocks and Records, have helped reenergize the downtown and establish it as a vibrant center for food, music, art, and community. The completion of the College of the Desert campus expansion has further anchored Downtown as a hub for innovation and activity. That momentum continues with the soon-to-open Donna Forte, Desert Beer Company, and Everbloom, which will add even more vitality to the area. The proposed lease is consistent with the Downtown Specific Plan and will support continued revitalization by encouraging new investment, generating additional sales tax revenue, and contributing to the growing creative and cultural landscape of Downtown Indio.

BACKGROUND INFORMATION:

The proposed lease with FFA Touring, LLC dba The Desert Rat, marks a significant milestone in the ongoing revitalization of Downtown Indio. Desert Rat plans to lease a City-owned suite at 82707 Miles Avenue, encompassing approximately 5,357 square feet, and transform it into a combined Brooklyn-style soda fountain, bagel shop, and intimate live music venue.

During the day, the venue will serve fresh kettle-boiled bagels, rotating cream cheese blends, and artisanal sodas, creating a vibrant community space open seven days a week from morning to night.

Evenings will feature a diverse schedule of live music, from local bands to nationally recognized acts, along with film nights, open mics, themed events, and family-friendly activities.

The project is led by a locally grounded team with extensive experience in music production, event management, and brand development. The venue will also host the relocation of “World Famous” Repairland, a well-known instrument repair shop that attracts musicians regionally and nationally.

AGENDA ITEM #11.7
Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 185 of 381 Desert Rat's vision includes activating the space year-round with events, markets, workshops, and cultural experiences designed to attract residents and visitors downtown. This lease will establish a unique cultural landmark in Downtown Indio, expand its music and dining offerings, and support the City's strategic goal of creating a vibrant, all-day destination for residents and visitors.

In terms of the General Plan, the property on Miles Avenue is within the Downtown Specific Plan zoned Downtown-Core (DT-C) characterized by lively, pedestrian-oriented retail and restaurant uses. Goal ED-7 of the General Plan states that an economic development goal is to have “A City with the destination hospitality, retail, and entertainment opportunities to meet the needs of visitors and residents.” Additional restaurant hospitality uses will conform to such a goal as part of the City's economic development strategy. Accordingly, the proposed lease is consistent with the General Plan in is property the lease the that of Council City the find that recommends staff and conformance with the General Plan.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
180,000 In current year budget: Yes
Current FY General
Fund Impact:
180,000 Budget adjustment: No
Next FY Financial
Impact:

Strategic Objective: Downtown Destination
Source of funds: General Fund Fund-Org-Object
Reference:
1011190 -553005

Additional Financial Details:

General Fund Impact

Tenant Improvement Expense is $180,000

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

Premises: The building is located at 82707 Miles Ave. The property consists of 5,357 square feet of leasable space.

Permitted Use of Premises: The Premises shall open and be used solely for the operation of a music venue, bagel shop, and soda fountain shop.

Lease Term: The term of the Agreement is five (5) years with mutually agreed-upon extensions.

Rent Commencement Date: Eighteen (18) months after the lease commencement date

Rent: The rent shall be $2,678.50 per calendar month during the Term, prorated for any partial calendar month in the Term.

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

Condition of Premises: Tenant is accepting the Premises in their current “as-is” condition, without representation or warranty, express or implied.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 186 of 381

Tenant Improvements:

The first is the Tenant’s initial improvements that are paid for by the Tenant with their own capital.

The second type of improvements are those paid for with the tenant improvement allowance. All tenant improvements are subject to review and approval by the City.

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

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

Tenant Improvement Allowance: Landlord is providing the Tenant with a tenant improvement allowance of One Hundred Eighty Thousand Dollars ($180,000) that will be utilized for the actual costs of design and construction of certain Improvements.

ATTACHMENTS:

Attachment 1 - Lease Agreement (The Desert Rat)

APPROVAL(S):

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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 187 of 381

CITY OF INDIO COMMERCIAL LEASE AGREEMENT
SINGLE-TENANT – 82707 MILES AVE

This Commercial Lease Agreement (this “Lease”), dated the 1st day of October, 2025, for reference purposes only, is made by and between the CITY OF INDIO , a California municipal corporation (“Landlord”), and FFA TOURING, LLC dba THE DESERT RAT , a California limited liability company, (“Tenant”). Landlord and Tenant are sometimes referred to in this Lease individually as a “Party”, and collectively as “Parties.”

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

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within a building located at 82707 Miles Ave , 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 October 1, 2025 (“Commencement Date”) and continue for a period of five (5) years and shall expire on August 31, 2030 (“Expiration Date”) unless terminated earlier pursuant to provisions herein.

Notwithstanding the lease term stated above, Landlord and Tenant agree that, upon mutual consent, the lease may be extended to a total term of six (6) years, provided Tenant meets specific performance milestones. These milestones shall include adherence to the construction timeline and opening to the public by the date mutually agreed upon in writing. If Tenant fails to meet these milestones, Landlord shall have the right to terminate the lease at the conclusion of the fourth (4th) lease year.

Tenant shall have the option to renew the lease f or an additional two (2) years and shall give one hundred eighty (180) days written notice prior to the Expiration Date. Parties shall negotiate in good faith the monthly rental amount for that renewal, the first year of which shall be 3-5% above the monthly rental amount in the preceding lease year.

1.4 Due Diligence Period . Notwithstanding anything herein to the contrary, Tenant shall have a period of ninety (90) days from the Term Commencement 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 n Entertainment venue, musical instrument repair shop, soda fountain, and bagel shop. 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 188 of 381 2 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 April 1, 2027, 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.”

April 1, 2027 to August 31, 2030 - $2,678.50 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: Entertainment venue, musical instrument repair shop , soda fountain and bagel shop related uses.

1.8 Tenant Improvements. Landlord shall grant to Tenant an allowance of up to One Hundred and Eighty Thousand Dollars ($180,000) (“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%): Thirty-Six Thousand Dollars ($36,000) upon the issuance of building permits.

B. 60 Percent (60%): An amount not to exceed One Hundred Eight Thousand Dollars ($108,000) upon receipt by Landlord of “adequate documentation” of Tenant’s expenses for Tenant Improvements, not to be paid more often than monthly.

C. 20 Percent (20%): Thirty-Six Thousand Dollars ($36,000) upon thirty (30) days of opening, provided all lien releases are in place and are approved by Landlord in its sole and absolute discretion.

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

ARTICLE II
CONDITION OF PREMISES; DELIVERY OF PREMISES

2.1 Condition of Premises . Tenant has examined the Premises and agrees to take possession of the Premises in an “as is” condition. Tenant hereby acknowledges: (a) that it has been advised to satisfy itself with respect to the condition of the Premises (including but not limited

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 189 of 381 3 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 r egulations 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 su ch matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises and/or the terms of this Lease; and (c) that neither Landlord, nor any of Landlord’s agents, has made any ora l 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 possibl e.

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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 190 of 381 4 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 whic h Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof.

No provision of this Lease shall be construed as obligating Landlord to perform any repairs, 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 Mont hly 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 t o such other address as Landlord may from time to time designate in writing.

3.2 Rent Adjustment and Improvements . In consideration of the eighteen 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 full -service 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 t he 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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 191 of 381 5 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.

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 a nd 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 192 of 381 6 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 sha ll also be responsible for compliance with all applicable codes. Tenant shall be responsible for payment of 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 healt h 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”).

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 193 of 381 7 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.

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 haz ardous 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 Mater ials. 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), disbur sements 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 assert ed 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 194 of 381 8 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, 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 a nd 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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 195 of 381 9 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, 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 th ereof, 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 a ll 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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 196 of 381 10 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 dama ged or destroyed unless this Lease shall cease and terminate under the provisions of Article 14.

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 Prem ises, 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 a ffect the provisions below; and

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 197 of 381 11 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 Party shall cause each insurance policy obtained by it to provide t hat 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,

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 198 of 381 12 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 fixtur es; 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.

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.

Additionally, if any utility infrastructure serving the Premises —such as water lines, drainage systems, sewer tie-ins, or electrical service—requires upgrading or replacement, the cost of such improvements shall be shared equally between Landlord and Tenant, with each party responsible for fifty percent (50%) of the cost, provided such upgrades will benefit the long-term functionality and value of the building. The Tenant shall obtain a minimum of three bids for the work and Landlord shall have final approval of the contractor selected.

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

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

1.5 of this Agreement.

B. All alterations, improvements , or additions in, on or about the Premises, whether temporary or permanent in character, shall immediately become Landlord’s property and

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 199 of 381 13 at the expiration of the Term of this Lease shall remain on the Premises without compensation to Tenant.

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

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

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

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

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

ARTICLE VIII
DAMAGE AND DESTRUCTION; CONDEMNATION

8.1 Damage or Destruction of Premises . Unless as the result of negligence or intentional unlawful act of Tenant, if during the term of this Lease, any portion of the Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Premises untenable, the obligations under this Lease may be suspended while such portion of the Premises remains untenable. In the event of such damage, Tenant shall give Landlord notice of such untenable conditions and the Landlord shall elect in its sole discretion, whether to repa ir 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 200 of 381 14 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 ent ity, 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 as of the date hereof, the membership interests in Tenant or the partnership interests in Tenant, as the case m ay 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 wit h 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 201 of 381 15 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 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 202 of 381 16 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 al l 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.

10.3 Early Termination of Tenancy. Intentionally Omitted

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 m ade 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 203 of 381 17 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.

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 L ease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution , or other judicial seizure of substantially all of

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 204 of 381 18 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.

(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) r emove 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 205 of 381 19 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.

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 t his Lease. After Tenant's D efault 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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 206 of 381 20 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 other remedies available to Landlord at law or in equity, by st atute 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 re solution 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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 207 of 381 21 To Landlord: To Tenant:

City of Indio FFA TOURING, LLC dba THE DESERT RAT
100 Civic Center Mall 84211 Novello Dr
Indio, CA 92201 Indio, CA 92203
Attn: City Manager Attn: Ashley and Jayce Levi

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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 208 of 381 22 13.8 No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work as a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub- tenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or sub-tenancies.

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

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

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

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

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

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

(Signatures on following page)

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 209 of 381

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
Director of City Clerk Services

Date: ___________________________

APPROVED AS TO FORM:

By: ____________________________
Steven G. Pacifico
City Attorney

Date: ___________________________

TENANT:

FFA TOURING, a California
limited liability company

By: ____________________________
Ron Mesh, FFA Touring LLC
Member

Date: ___________________________

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 210 of 381

2 EXHIBIT “A”

Premises/Lease Plan

82707 Miles Ave. Indio, CA 92201

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 211 of 381

3 EXHIBIT “B”

General Rules and Regulations

1. Business shall operate at a minimum of seven (7) days per week and at least six (6) hours per day

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. Outdoor dining is allowed as long as it meets Downtown Specific Plan and a permit is obtained.

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.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 212 of 381

4 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 roto- rooter service), and any grease traps and exhaust systems servicing the Premises, as Landlord shall deem necessary.

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

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

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

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 213 of 381

5 obligation to admit any person (Tenant or otherwise) to any office of Landlord without specific instruction from Landlord.

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 214 of 381

6 EXHIBIT “C”

Schedule of Performance

To be included prior to the execution of the agreement

Commercial Lease Agreement with FFA Touring, LLC dba The Desert Rat loca... Page 215 of 381 City of Indio
City Council
September 17, 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: License Agreement between the City of Indio and Brenda Beltran for the use of City Property Downtown for the curation of 'Mercado Indio', a vendor market experience with a not-to-exceed amount of $12,000.

RECOMMENDATION:

Staff recommends that the City Council approve a License Agreement between the City of Indio and Brenda Beltran for the use of City-owned property in Downtown Indio for the development and operation of Mercado Indio, a curated vendor market experience.

SUMMARY:

The License Agreement grants authorization to Brenda Beltran, (referred to as the 'Licensee'), to coordinate, conduct, uphold, and oversee the operations of a Vendors Market located on City- owned property in the downtown area. Brenda Beltran, operating as the "Licensee," is poised to lead the revitalized City of Indio Vendor Market under the new brand Mercado Indio. With an impressive background as the Retail Director of well-regarded markets such as Fog City Flea, Market Market, Mojave Flea Trading Post Yucca Valley, and Mojave Flea Trading Post Palm Springs, Ms. Beltran brings a wealth of experience and a proven track record in curating vibrant and successful vendor experiences. Mercado Indio is envisioned as more than just a marketplace—it’s a celebration of Indio’s rich culture, creative spirit, and entrepreneurial drive. The market will feature a thoughtfully curated mix of regular and rotating vendors, spotlighting local artisans, makers, and small businesses. By enhancing the vendor experience and creating an engaging community destination, Mercado Indio will play a key role in the continued revitalization of Downtown Indio, while supporting and complementing surrounding brick-and-mortar businesses.

BACKGROUND INFORMATION:

The Economic Development department released a Request for Proposals for a Vendor Market Operator on August 7, 2025 seeking creative and innovative proposals from qualified firms or individuals for the organization, operation, maintenance, and management of a local vendor market experience. Potential formats may include, but not limited to, a Farmer’s Market, Mercado, Night Market, or other dynamic vendor-driven models that activate City-owned property located on the Northwest corner of Bliss Avenue and Towne Street and foster community engagement. Proposal deadline was set for August 29, 2025 at 3:00pm; of which five (5) proposals were submitted.

 CV Harvest Box
 Warmth, LLC
AGENDA ITEM #11.8
License Agreement between the City of Indio and Brenda Beltran for the u... Page 216 of 381  Best Food Trucks
 Brenda Beltran
 Latinos Americanos Magazine

Proposal evaluations were completed on September 4, 2025 by staff.

The agreement is structured as an initial one-year term, with the City retaining the option to extend for an additional year at its discretion. This partnership aims to reimagine the Vendor Market as a cornerstone of community engagement and economic vitality in Downtown Indio.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$12,000 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment: No
Next FY Financial
Impact:

Strategic Objective: Downtown Destination
Source of funds: Fund-Org-Object
Reference:
1011174-521079

ALTERNATIVES:

Not approve the License Agreement

ATTACHMENTS:

Attachment 1 - 2025 RFP - Vendor Market Operator
Attachment 2 - Vendor Market Proposal - Brenda Beltran
Attachment 3 - License Agreement - B.Beltran

APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 10 Sep 2025 Steven Graham Pacifico, City Attorney Approved - 11 Sep 2025 Ruby D. Walla, Director of Finance Approved - 11 Sep 2025 Bryan H. Montgomery, City Manager Approved - 11 Sep 2025

License Agreement between the City of Indio and Brenda Beltran for the u... Page 217 of 381 i

City of Indio

REQUEST FOR PROPOSALS
to provide

Vendor Market Operator

Date of Issuance: Thursday, August 7, 2025

RESPONSES MUST BE RECEIVED NO LATER THAN
3:00 pm, Friday, August 29, 2025

License Agreement between the City of Indio and Brenda Beltran for the u... Page 218 of 381 ii

Table of Contents
I. PURPOSE ..................................................................................................... 1 II. BACKGROUND .............................................................................................. 1 III. SCOPE OF SERVICES .................................................................................... 1 IV. SCHEDULE .................................................................................................... 2 V. NO CONTACT CLAUSE ................................................................................... 2 VI. SUBMITTAL FORMAT .................................................................................... 2 VII. AGREEMENT FOR PROFESSIONAL SERVICES ................................................ 3 VIII. GENERAL ADMINISTRATIVE INFORMATION ................................................. 3 IX. SUBMITTAL DUE DATE ................................................................................. 4 X. SELECTION PROCESS ................................................................................... 4 XI. ACCEPTANCE/REJECTION/MODIFICATION .................................................. 5 XII. AUTHORITY TO WITHDRAW ......................................................................... 5 XIII. AWARD OF CONTRACT ................................................................................. 5 XIV. ATTACHMENTS ............................................................................................. 5

License Agreement between the City of Indio and Brenda Beltran for the u... Page 219 of 381 Page | 1

I. PURPOSE
The City of Indio (“City”) is seeking creative and innovative proposals from qualified firms or individuals for the organization, operation, maintenance, and management of a local vendor market experience. Potential formats may include, but not limited to, a Farmer’s Market, Mercado, Night Market, or other dynamic vendor-driven models that activate City-owned property located on the Northwest corner of Bliss Avenue and Towne Street and foster community engagement. The Indio Vendor Market is envisioned as a dynamic, inclusive and community-focused destination that highlights the diversity of local entrepreneurs, artisans, growers, and makers.

The City welcomes proposals that demonstrate originality, economic viability, community benefit, and alignment with the City of Indio’s missions and core values.

Proposals must be submitted via email no later than 3:00 pm, Friday August 29, 2025.

For inquiries regarding this Request for Proposal (RFP) please direct all questions to Vanessa Castillo, Events Coordinator to be contacted via email at [email protected]. Please note ALL questions and responses regarding this RPF must be submitted in writing and through email.

II. BACKGROUND
The City of Indio, incorporated in 1930, is the largest city in the Coachella Valley and boasts a vibrant community that embraces diversity and unity . With a population of nearly 100,000 residents, Indio has grown to be a significant hub of cultural and economic activity within the region. Throughout its rich history, Indio has continually evolved and adapted, shaping its identity as a dynamic and forward-thinking general law municipality. As a city committed to progress and community well -being, Indio offe rs its residents and visitors a wide range of amenities, cultural events, and recreational events. Its scenic landscapes, combined with a welcoming atmosphere, makes Indio a remarkable place to live, work and explore.

III. SCOPE OF SERVICES
The City seeks qualified firms or individuals who shall manage the Vendor Market and will collaborate closely with City Staff, ensuring a smooth coordination and adherence to all City policies. They will also handle staffing, equipment operation, and overall production while devising an effective annual marketing and advertising strategy to promote the Vendor Market series through various social medial channels.
• Vendor Market is scheduled to run a minimum of once per week, excluding major holidays, or as jointly determined with the City. • Vendor Market will be active from October 1st to May 30th annually.

License Agreement between the City of Indio and Brenda Beltran for the u... Page 220 of 381 Page | 2

• Days and hours of operation are open for discussion (previously scheduled every Saturday from 9:00 a.m. – 1:00 p.m.)
• If a suitable location is secured by or before April 1, the Vendor Market may continue indoors during the months of June through September as granted per an amendment to the Professional Services Agreement. • The City Manager retains the discretion to alter the schedule in case of emergencies or disasters.
• Cost and Fees: The selected contractor shall be solely responsible for all costs associated with planning, organizing and executing the event. The City of Indio shall be consulted regarding expenses as needed, and reserves the right to review and provide input on cost-related decisions, as it relates to marketing, set-up, etc.
• Marketing and Advertising: All marketing and advertising efforts related to the Vendor Market must be reviewed and approved by the City, including management of associated social media accounts.
• Communication: The selected contractor shall respond to all communications from the City within 24 hours, to ensure timely coordination and effective project management.
• Cancellation: The selected contractor must notify the City of Indio of any proposed cancellation of a scheduled Vendor Market no less than 24 hours in advance. Cancellations must be submitted in writing via email to the designated City representative, along with a clear explanation of the reason for cancellation (e.g., inclement weather, staffing issues, emergencies).
• Participation in the Vendor Market is subject to vendor type restrictions and must support the objectives of Downtown Revitalization efforts. • The Vendor Market must prioritize vendor types that complement – not compete with – existing brick -and-motar businesses located in Downtown Indio.
• As part of the City’s downtown revitalization strategy, the selected contractor shall not accept applications from vendors whose primary offerings significantly overlap with existing downtown businesses, including (but not limited to) coffee, prepared foods, or retail goods that are already well-represented within the immediate area. • A current list of restricted or limited vendor categories will be provided by the City and updated periodically. All vendor applications must be reviewed and approved by the City prior to confirmation. The contractor is expected to maintain a balanced, diverse vendor mix that enhances the overall downtown experience and supports the long -term economic development goals of the City.

IV. SCHEDULE
All responses to this RFP should be submitted to Indio City Hall in accordance with the instructions provided in the “Request for Proposals – Format” section. The deadline for submission is 3:00 p.m. PDST on Friday August 29, 2025. It is crucial to note that any responses received after this specified date and time will not be considered.

License Agreement between the City of Indio and Brenda Beltran for the u... Page 221 of 381 Page | 3

The City proposes an aggressive schedule for the review and selection process as outlined below. The schedule may be modified and extended if the need arises.

DEADLINES:

Release of RFP August 7, 2025
Submittal of Questions Deadline August 15, 2025 by 12:00PM City Response to Questions by August 22, 2025, by 5:00PM Proposal Due Date August 29, 2025 by 3:00PM

Interview Finalists (tentative) Week of September 8, 2025 Award of contract (tentative) September 17, 2025

V. NO CONTACT CLAUSE
Between the date that the city releases the RFP and the time the City Council awards the contract, all communication between the city and proposers regarding this RFP, should be submitted in writing and via email . Because the city’s elected City Councilmembers will make the final decision and in fairness to all respondents, any ex parte contact between proposers and any individual City Councilmembers or other City Staff during the above stated period, is strongly discouraged and may subject the proposer to disqualification.

VI. SUBMITTAL FORMAT
All respondents must submit proposals in accordance with the specifications outlined below. Submissions must be in PDF format and limited to no more than ten (10) single-sided pages. Proposals should be brief, clear, and concise; lengthy narratives and elaborate promotional materials are strongly discouraged.

Only emailed proposals will be accepted. Submissions must be received no later than 3:00 p.m. PDST on Friday, August 29, 2025, and should be sent to:

Vanessa Castillo, Events Coordinator at [email protected].

All proposals must include:

A. Cover Page / Executive Summary
• Firm name, address, phone, website, and key contact.
• Overview of the firm’s approach and unique capabilities.

B. Experience and Qualifications
• Description of relevant experience in organization, operation, maintenance and management.
• List of at least three (3) references for similar municipal clients. • Qualifications of key personnel.

C. Work Plan / Service Delivery Approach

License Agreement between the City of Indio and Brenda Beltran for the u... Page 222 of 381 Page | 4

• Detailed approach to providing the requested services. • Proposed timeline for completing the tasks in the Scope of Services.

D. Cost Proposal
• Hourly rates and/or retainer fees for services.
• Any additional fees for specific tasks
• Proposed payment schedule.

E. Acceptance of City’s Professional Services Agreement • Indicate if your firm can comply with the City’s Standard Professional Services Agreement.
• List any requested revisions.

VII. AGREEMENT FOR PROFESSIONAL SERVICES
The City of Indio Standard Agreement for Professional Services (Attachment 2) is included for review and comment. The firm’s submission of a proposal indicated affirmative compliance of such terms, unless the proposal indicates that compliance is not possible. Proposed revisions should be addressed in the cover letter. The City reserves the right to make any revisions to the proposed professional services agreement.

VIII. GENERAL ADMINISTRATIVE INFORMATION
Each respondent understands and agrees that the City, its departments, their officers, employees or agents are not responsible for:
a. Any costs incurred by a respondent in the preparation, delivery or presentation of a proposal.
b. Any costs incurred by a respondent in meeting the criteria as a result of making or submitting a proposal or subsequently in entering into a formal agreement with the City.
c. Any errors, inaccuracies or misstatements related to the information or data supplied to any consultant by the City. The use of such information or data provided by the City, its officers, employees or agents is intended to be used at the sole discretion and risk of the firm in the preparation of a proposal pursuant to this Request for Proposal only.
d. The selected firm shall comply with any and all applicable Federal and State laws pertaining to employment.

All proposals submitted to the City of Indio in response to this RFP shall become the property of the City and will not be returned; and such proposals, after the contract is awarded, are subject to the California Public Records Act.

IX. SUBMITTAL DUE DATE
The submittal package must be received on/or prior to the submittal date and

License Agreement between the City of Indio and Brenda Beltran for the u... Page 223 of 381 Page | 5

time specified in "Section IV - Schedule" of this RFP. Submittals arriving after the deadline will not be considered.

X. SELECTION PROCESS
After the receiving deadline, each proposal will be reviewed in a timely manner by the selection committee. The committee will rank the proposals for contract negotiations based upon the materials submitted. A copy of the Evaluation Criteria is provided in Attachment 1.

Respondents who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the Selection Committee. This provides an opportunity for the respondent to clarify or elaborate on the proposal.

These are fact- finding and explanation sessions only and do not include negotiation. The City will schedule the time and location of these presentations.

Oral presentations are an option of the City may or may not be conducted.

Notwithstanding, the City will be the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP. The City reserves the right to award the contract(s) in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion, including negotiating with one or more of the proposers for the same service.

The City of Indio will open contract negotiations with the highest-ranked proposer.

The successful firm will be expected to enter into the Agreement for Professional Services with the City of Indio. Should negotiations with the top- ranked firm dissolve, the City of Indio will begin contract negotiations with the next ranked firm, and so forth until an agreement is reached.

XI. ACCEPTANCE/REJECTION/MODIFICATION
The City of Indio reserves the right to accept, reject, modify or cancel in whole or in part, this Request for Proposal. The City reserves the right to accept or reject any and all proposals, negotiate modifications to proposals that it deems acceptable, to request and consider additional information from any proposer and to waive minor irregularities and technical defects in this proposal process.

The
City reserves the right to seek new proposals when it determines that it is in the best interest of the City to do so.

XII. AUTHORITY TO WITHDRAW
The City of Indio reserves the right to withdraw this Request for Proposal (RFP)

License Agreement between the City of Indio and Brenda Beltran for the u... Page 224 of 381 Page | 6

without prior notice. The City of Indio makes no representation that any agreement will be awarded to any firm as a result of having responded to this request.

XIII. AWARD OF CONTRACT
Based on the outcome of the Selection Committee’s evaluation of proposals, a recommendation will be submitted to the City Council for consideration of award.

An award of a contract occurs when the contract is approved by the Indio City Council. Selection of a proposer with whom the City enters into contract negotiations with or a recommendation of an award by the Selection Committee or any other party does not constitute an award of a contract.

The contract shall be in accordance with the attached Agreement for Professional Services and shall be reimbursed at Actual Costs plus Fixed Fee for time and materials incurred per period.

XIV. ATTACHMENTS
Attachment 1. Evaluation Sheet
Attachment 2. City of Indio Standard Agreement for Professional Services

License Agreement between the City of Indio and Brenda Beltran for the u... Page 225 of 381 Page | 7

ATTACHMENT 1

Evaluation Sheet

License Agreement between the City of Indio and Brenda Beltran for the u... Page 226 of 381 Page | 8

REQUEST FOR PROPOSALS EVALUATION

Project Name: City of Indio – Vendor Market Operator
Firm:

Reviewer: Date:

Operator Understanding & Approach – (25 points maximum) • Clarity in describing the proposer’s understanding of the City’s Vendor Market needs and priorities.
• Clear explanation of the proposed approach to identifying, preparing, and managing a local Vendor Market.
• Inclusion of innovative strategies or best practices for organization, maintenance and management of a local Vendor Market.

Cost Proposal – (25 points maximum)
• Reasonableness, clarity, and transparency of the proposed fee structure and rates. • Flexibility and alignment of the cost proposal with the City’s budget constraints and funding cycles.
• Overall value proposition relative to the scope of services offered.

Relevant Experience & Qualifications– (20 points maximum) • Demonstrated success in organization, maintenance and management of a local Vendor Market.
• Qualifications and experience of key personnel, including any sub-consultants. • Strong references from similar municipal or public-sector projects.

Implementation Plan & Timeline– (20 points maximum)
• Feasibility and thoroughness of the proposed timeline for performing the Scope of Services.
• Clear identification of key milestones, deliverables, and any dependencies or critical deadlines.
• Coordination strategy with City staff to ensure successful weekly Vendor Market events.

References & Overall Value– (10 points maximum)
• Quality and relevance of references provided, including demonstrated success in comparable work.
• Overall value and fit of the proposal in meeting the City’s needs for effective grant services
Reviewer’s Signature
Contract Administrator's Initials Date

Operator Understanding & Approach 25
Cost Proposal 25
Relevant Experience & Qualifications 20
Implementation Plan & Timeline 20
References & Overall Value 10
Total 100

License Agreement between the City of Indio and Brenda Beltran for the u... Page 227 of 381 Page | 9

ATTACHMENT 2

City of Indio Standard Agreement for Professional Services

License Agreement between the City of Indio and Brenda Beltran for the u... Page 228 of 381

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND
[***NAME***]
[***INSERT ENTITY TYPE AND STATE OF
INCORPORATION***]

Form Approved 09/01/2022

License Agreement between the City of Indio and Brenda Beltran for the u... Page 229 of 381 IND-PSA rev20221214
Page | 1

PROFESSIONAL SERVICES AGREEMENT
FOR [Insert description of services, e.g. Accounting Services] BETWEEN THE CITY OF INDIO AND [Insert Consultant’s Name] THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this [ ] day of [ ], 20[ ] (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and [Insert Consultant’s Name], [Insert entity, state of corporation and type of entity, e.g. a California corporation, a limited partnership, a limited liability company] (“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 [Insert method of solicitation, e.g. issuance of request for proposals, direct contract] the performance of the [Insert same brief description as above] 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.

O

PERATIVE 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 [Insert Date, recommend using end of current fiscal year], commencing on Effective Date, unless otherwise extended by written agreement of the Parties.

License Agreement between the City of Indio and Brenda Beltran for the u... Page 230 of 381 IND-PSA rev20221214
Page | 2

(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.

S
ECTION 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 Se ction 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 [Insert Contract Amount] , 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

License Agreement between the City of Indio and Brenda Beltran for the u... Page 231 of 381 IND-PSA rev20221214
Page | 3

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 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.” S
ECTION 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

License Agreement between the City of Indio and Brenda Beltran for the u... Page 232 of 381 IND-PSA rev20221214
Page | 4

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) I
NTELLECTUAL 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, proc esses, 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.

S
ECTION 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.

License Agreement between the City of Indio and Brenda Beltran for the u... Page 233 of 381 IND-PSA rev20221214
Page | 5

(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.

S
ECTION 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, 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 are in any manner officials, officers, employees or agents of City.

(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. 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