Indio City Council
February 4, 2026

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 136 of 508 ReleaseofSecurities.
waterauthorityTheinspectionbyIW AoftheconstructionforconformancewiththeImprovementPlansshallnotbedeemedtoconferliabilityonIW AortheCityorotherwiseplacetheresponsibilityforproperlyconstructingandinspectingtheImprovementsuponIWA.b IW AisnotresponsibleanddoesnotowntheImprovementsuntiltheyareinspectedandapprovedandacceptedbyIW AandallfeesandchargesassociatedwiththeconstructionoftheImprovementsand/orotherfeesowedbyDevelopertotheIWAarepaidinfull.Untilsuchtime,DEVELOPERisresponsiblefortheImprovementsandisliableforalldamagetosaidfacilitieswithinthelimitsofImprovements.TheDevelopershallindemnifyIW A,itsgoverningboard,officersandemployeesforanyandallclaimsofanykindrelatingtotheconstructionoftheImprovementsincurredpriortotheIW A’sacceptanceofsaidfacilities. 0 AtnotimeduringconstructionorpriortoIWA’sacceptanceoftheImprovementsconstructedbyDEVELOPERshallDEVELOPER,itsagentsoremployees,populateorusetheImprovementsforanyunauthorizedpurpose,orpopulatetheImprovementswithnon-potablewateroranyotherchemicalorsubstancenotauthorizedinwritingbyIW A.7 SubjecttoapprovalbytheIW ABoard,thesecuritiesrequiredbythisAgreementshallbereleasedasfollows:a. Securitygivenforfaithfulperformanceofanyact,obligation,workoragreementshallbereleaseduponthefinalcompletionandacceptanceoftheactorwork,subjecttotheprovisionsofsubsection(b)hereof.b.TheIW AEngineermayreleaseaportionofthesecuritygivenforfaithfulperformanceofimprovementworkastheimprovementprogressesuponapplicationthereforebytheDEVELOPER;provided,however,thatnosuchreleaseshallbeforanamountlessthan25%ofthetotalimprovementsecuritygivenforfaithfulperformanceoftheimprovementworkandthatthesecurityshallnotbereducedtoanamountlessthan10%ofthetotalimprovementsecuritygivenforfaithfulperformanceuntilfinalcompletionandacceptanceoftheimprovementwork.InnoeventshalltheIW AEngineerauthorizeareleaseoftheimprovementsecurity,whichwouldreducesuchsecuritytoanamountbelow,thatrequiredtoguaranteethecompletionoftheimprovementworkandanyotherobligationimposedbythisAgreement.OncetheImprovementshavebeencompletedandaccepted,thesecuritydescribedinsection4A.above,shallbereleased. 0 Securitygiventosecurepaymenttothecontractor,hisorhersubcontractorsandtopersonsfurnishinglabor,materialsorequipmentshall,sixmonthsafterthecompletionandacceptanceofthework,bereducedtoanamountequaltothetotal 777
wclaimed?by?allrclaimantsiforwhoalien(s)havebeenfiledandofrwhiehenotieehas?beengiventothelegislativebody,plusanamountreasonablydeterminedbythe 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page7 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 137 of 508 rovements,PublicPropertyorP
LimitationsofDamages.Until
waterauthorityIW AEngineertoberequiredtoassuretheperformanceofanyotherobligationssecuredbytheSecurity.Thebalanceofthesecurityshallbereleaseduponthesettlementofallclaimsandobligationsforwhichthesecuritywasgivenorthepostingofastatutorylienreleasebondforsuchaclaim.d.Nosecuritygivenfortheguaranteeorwarrantyofworkshallbereleaseduntiltheexpirationofthewarrantyperiodanduntilanyclaimsfiledduringthewarrantyperiodhavebeensettled.Asprovidedinparagraph12,thewarrantyperiodshallnotcommenceuntilfinalacceptanceofalltheworkandImprovementsbytheIW ABoard.e.TheIW Amayretainfromanysecurityreleasedanamountsufficienttocovercostsandreasonableexpensesandfees,includingreasonableattorney’sfees.f. AnystatuteoflimitationswithrespecttotheobligationsofDEVELOPERshallnotapplytoanybondsorotherformsofsecurityprovidedpursuanttothisAgreement.TheSurety’sliabilityunderanybondsorotherformsofsecurityprovidedpursuanttothisAgreementshallbereleasedonlyuponfinalcompletionandIW A’sacceptanceoftheworkrequiredpursuanttothisAgreement.TheexpirationofanystatuteoflimitationswithrespecttoDEVELOPERshallnotbaranactionagainsttheSuretyunderthebondoranyotherformofsecurityprovidedpursuanttothisAgreement.8.InjurytoPublicImp , ublicUtilitvFacilitiesDEVELOPERshallreplaceorhavereplaced,orrepairorhaverepaired,asthecasemaybe,allpublicimprovements,publicutilityfacilitiesandsurveyingorsubdivisionmonumentswhicharedestroyedordamagedasaresultofanyworkunderthisAgreement.DEVELOPERshallbeartheentirecostofreplacementorrepairsofanyandallpublicorpublicutilitypropertydamagedordestroyedbyreasonofanyworkdoneunderthisAgreement,whethersuchpropertyisownedbytheUnitedStatesoranyagencythereof,ortheStateofCalifornia,oranyagencyorpoliticalsubdivisionthereof,orbytheIW Aoranypublicorprivateutilitycorporationorbyanycombinationofsuchowners.Anyrepairorreplacementshallbetothesatisfaction,andsubjecttotheapproval,oftheIW AEngineer.9 8,thtimeasallImprovements,necessaryto,provide,servicetoaparceloftheProjectrequiredbythisAgreementarefullycompletedandacceptedbyIW A,andIW AauthorizesconnectionofsuchpartofthePROJECTtoIW A’swatersystem,DEVELOPERshallnotalloworrequestpermitsforoccupancyofsuchparcelofthePROJECT.IW Ashallnot,norshallanyofficeroremployeethereof,beliableorresponsibleforanyaccident,lossordamage,regardlessofthecause,happeningoroccurringtoanythirdpartiesinprivitywiththeDEVELOPERpriortotheauthorizationbyIWAtoconnectthePROJECToranyunitorportionthereoftoIW A’spublicwatersystem,’in"accordance'withIW A’sruleS’and'regulations.All’such’risksshallbetheresponsibilityofandareherebyassumedbyDEVELOPER. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page8 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 138 of 508 IIN[51IIDwaterauthorityPermits.DEVELOPERshall,atDEVELOPER’Sexpense,obtainallnecessarypermitsandlicensesfortheconstructionandinstallationoftheimprovements,giveallnecessarynoticesandpayallfeesandtaxesrequiredbylaw.11.DefaultofDEVELOPER.a. DefaultofDEVELOPERshallinclude,butnotlimitedto,DEVELOPER’SfailuretotimelycommenceconstructionofthisAgreement;DEVELOPER’SfailuretotimelycompleteconstructionoftheImprovements;DEVELOPER’SfailuretotimelycureanydefectintheImprovements;DEVELOPER’Sfailuretoperformsubstantialconstructionworkforaperiodoftwenty(20)workingdaysaftercommencementofthework;DEVELOPER’Sinsolvency,appointmentofareceiver,orthefilingofanypetitioninbankruptcyeithervoluntaryorinvoluntarywhichDEVELOPERfailstodischargewithinthirty(30)workingdays;thecommencementofaforeclosureactionagainstthePROJECToraportionthereofnotdismissedwithin60days,oranyconveyanceinlieuorinavoidanceofforeclosure;orDEVELOPER’SfailuretoperformanyotherobligationunderthisAgreement,notcuredwithin30days.b TheIW AreservestoitselfallremediesavailabletoitatlaworinequityforbreachofDEVELOPER’SobligationsunderthisAgreement.TheIW Ashallhavetheright,subjecttothissection,todrawuponorutilizetheappropriatesecuritytomitigateIW AdamagesineventofdefaultbyDEVELOPER.TherightofIW AtodrawuponorutilizethesecurityisadditionaltoandnotinlieuofanyotherremedyavailabletoIW A.Itisspeci?callyrecognizedthattheestimatedcostsandsecurityamountsmaynotre?ecttheactualcostofconstructionorinstallationoftheimprovementsand,therefore,IW AdamagesforDEVELOPER’Sdefaultshallbemeasuredbythecostofcompletingtherequiredimprovements.ThesumsprovidedbytheimprovementsecuritymaybeusedbyIW AforthecompletionoftheImprovementsinaccordancewiththeImprovementPlansandspecificationscontainedtherein.

0. IntheeventofDEVELOPER’SdefaultunderthisAgreement,DEVELOPERauthorizesIW Atoperformsuchobligationtwenty(20)workingdaysaftermailingwrittennoticeofdefaulttoDEVELOPERandtoDEVELOPER’SSurety,and,Lagreestopay,the,entire,cos.t,of,.suchperformanceby,IW A., , ,, , 7,7 (1.AtthesolediscretionofIW A,followingDEVELOPER’Sdefaultnotcuredwithinthetimeperiodsspecifiedabove,IW Amaytakeovertheworkandprosecutethesametocompletion,bycontractorbyanyothermethodIWAmaydeemadvisable,fortheaccountandattheexpenseofDEVELOPER,andDEVELOPER’SSuretyshallbeliabletoIWAforanyexcesscostordamagesoccasionedIW Athereby;and,insuchevent,IW A,withoutliabilityforsodoing,maytakepossessionof,andutilizeincompleting'the’work;suchmaterials:appliances;plantandother'prop'erty '
5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page9 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 139 of 508 waterauthoritybelongingtoDEVELOPERasmaybeonthesiteoftheworkandnecessaryforperformanceofthework.e.FailureofDEVELOPERtocomplywiththetermsofthisAgreementnotcuredwithinthetimespecifiedaboveshallconstituteconsenttothefilingbyIW AofanoticeofviolationagainstallthelotsinthePROJECT,ortorequestthattheCityrescindtheapprovalorotherwisereverttheSUBDIVISIONtoacreage.TheremedyprovidedbythisSubsection0isinadditiontoandnotinlieuofotherremediesavailabletoIW A.DEVELOPERagreesthatthechoiceofremedyorremediesforDEVELOPER’SbreachshallbeinthediscretionofIW A.f IntheeventthatDEVELOPERfailstoperformanyobligation,hereunder,DEVELOPERagreestopayallcostsandexpensesincurredbyIW Ainsecuringperformanceofsuchobligations,includingcostsofsuitandreasonableattomey’sfees.g ThefailureofIWAtotakeanenforcementactionwithrespecttoadefault,ortodeclareabreach,shallnotbeconstruedasawaiverofthatdefaultorbreachoranysubsequentdefaultorbreachofDEVELOPER.12.Warranty.DEVELOPERshallguaranteeorwarrantytheworkdonepursuanttothisAgreementforaperiodofoneyearafterfinalacceptancebytheIW ABoardoftheworkandImprovementsagainstanydefectiveworkorlabordoneordefectivematerialsfurnished.Wherecertainimprovementsaretobeconstructedinphasesorsections,theoneyearwarrantyperiodshallcommenceafterIW Aacceptanceofthelastcompletedimprovement,IfwithinthewarrantyperiodanyworkorimprovementorpartofanyworkorImprovementdone,furnished,installed,constructedorcausedtobedone,furnished,installedorconstructedbyDEVELOPERfailstofulfillanyoftherequirementsofthisAgreementortheImprovementPlansandspecificationsreferredtoherein,DEVELOPERshallwithoutdelayandwithoutanycosttoIWA,repairorreplaceorreconstructanydefectiveorotherwiseunsatisfactorypartorpartsoftheworkorstructure.ShouldDEVELOPERfailtoactpromptlyorinaccordancewiththisrequirement,DEVELOPERherebyauthorizesIW AatIW A’soption,toperformtheworktwenty(20)workingdaysaftermailingwrittennoticeofdefaulttoDEVELOPERandtoDEVELOPER’SandagreestopaythecostofsuchworkbyIW A.Shouldthe,IW A?etermine,that,urgency,requiresrepairs,or,replac,ements,tobemadebefore, DEVELOPERcanbenotified,IW Amay,initssolediscretion,makethenecessaryrepairsorreplacementorperformthenecessaryworkandDEVELOPERshallpaytoIW Athecostofsuchrepairs.13.DEVELOPERNotAgentofIW A.NeitherDEVELOPERnoranyofDEVELOPER’SagentsorcontractorsareorshallbeconsideredtobeagentsofIW AinconnectionwiththeperformanceofDEVELOPER’SobligationsunderthisAgreement. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page10 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 140 of 508 OtherAgreements.

VestingofOwnership.D
FinalAcceptanceofWork.A
Indemnig/HoldHarmless
waterauthority14.
15 16.

17. 18
19 Inju?toWork.UntilsuchtimeastheimprovementsareacceptedbyIW A,DEVELOPERshallberesponsibleforandbeartheriskoflosstoanyoftheimprovementsconstructedorinstalled.UntilsuchtimeasallimprovementsrequiredbythisAgreementarefullycompletedandacceptedbyIW A,DEVELOPERwillberesponsibleforthecare,maintenanceof,andanydamagetosuchimprovement.IW Ashallnot,norshallanyofficeroremployeethereof,beliableorresponsibleforanyaccident,lossordamage,regardlessofcause,happeningoroccurringtotheworkorImprovementsspecifiedinthisAgreementpriortothecompletionandacceptanceoftheworkorimprovements.AllsuchrisksshallbetheresponsibilityofandareherebyassumedbyDEVELOPER.NothingcontainedinthisAgreementshallprecludeIW AfromexpendingmoniespursuanttoAgreementsconcurrentlyorpreviouslyexecutedbetweentheparties,orfromenteringintoAgreementswithotherDEVELOPERSfortheapportionmentofcostsofwater,orotherimprovements,pursuanttotheprovisionsoftheIW Aordinanceprovidingtherefore,norshallanythinginthisAgreementcommitIW Aofanysuchapportionment.DEVELOPER’SOBLIGATIONTOW ARNPUBLICDURINGCONSTRUCTION.UntilfinalacceptanceoftheImprovements,DEVELOPERshallgivegoodandadequatewarningtothepublicofeachandeveryknowndangerousconditionexistentinsaidimprovements,andwilltakeallreasonableactionstoprotectthepublicfromsuchdangerouscondition.EVELOPERshallpromptlydedicateorgranttoIW A,withoutcharge,anyandallrights,rights-of-wayorotherpropertyinterestsnecessarytoIW AsownershipandcontroloftheImprovementstobeconstructedpursuanttothisAgreement,whichareonpropertyownedorcontrolledbyDEVELOPER.UponacceptanceoftheworkonbehalfofIW AandrecordationoftheNoticeofCompletion,ownershipoftheimprovementsconstructedpursuanttothisAgreementshallvestinIW A.DEVELOPERshallexecuteanydocumentstoeffectuatethisprovision.cceptanceoftheworkonbehalfofIW AshallbemadebytheIW ABoarduponrecommendationoftheIW AEngineerafterfinalcompletionandinspectionofallimprovements.TheIW ABoardshallactupontheEngineer’s,,recommendatiomwithin,thirty,(3,0),days,from,the,date,the,IW A,Engineercertifiesthatthe,, workhasbeenfinallycompleted,asprovidedherein,oratsuchothertimedeemedreasonable.SuchacceptanceshallnotconstituteawaiverofdefectsbyIW A..IW AoranyofficeroremployeethereofshallnotbeliableforinjurytopersonsorpropertyoccasionedbyreasonoftheactsoromissionsofDEVELOPER,itsagentsoremployeesintheperformanceofthisAgreement.DEVELOPERagreestodefend,indemnifyandholdharmlessIW A,itsofficialsand ' * '
employeesfromanyandallclaims;*demands;*causesor'action;liability*orloss*ofanysort,becauseof,orarisingoutof,actsoromissionsofDEVELOPER,itsagentsor 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page11 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 141 of 508 SaleorDispositionofProject.
waterauthority

20. 21.22.
employeesintheperformanceofthisAgreement,includingallclaims,demands,causesofaction,liability,orlossbecauseof,orarisingoutof,inwholeorinpart,thedesignorconstructionoftheImprovements.ThisindemnificationandagreementtoholdharmlessshallextendtoinjuriestopersonsanddamagesortakingofpropertyresultingfromthedesignorconstructionofsaidSUBDIVISION,andtheImprovementsasprovidedherein,andinaddition,toadjacentpropertyownersasaconsequenceofthediversionofwatersfromthedesignorconstructionofpublicdrainagesystems,streetsandotherpublicimprovements.AcceptancebytheIW AoftheImprovementsshallnotconstituteanassumptionbytheIW AofanyresponsibilityforthedesignorconstructionoftheSUBDIVISIONortheImprovementspursuanttotheapprovedImprovementPlansormap,regardlessofanynegligentactionorinactiontakenbytheIW Ainapprovingtheplans,unlesstheparticularimprovementdesignwasspecificallyrequiredbyIW AoverwrittenobjectionbyDEVELOPERsubmittedtotheIW AEngineerbeforeapprovaloftheparticularimprovementdesign,whichobjectionindicatedthattheparticularimprovementdesignwasdangerousordefectiveandsuggestedanalternativesafeandfeasibledesign.AfteracceptanceoftheImprovements,theDEVELOPERshallremainobligatedtoeliminateanydefectindesignordangerousconditioncausesbythedesignorconstructiondefect,howeverDEVELOPERshallnotberesponsibleforroutinemaintenance.TheprovisionsofthisparagraphshallremaininfullforceandeffectfortenyearsfollowingtheacceptancebytheIW AofImprovements.ItistheintentofthisactionthatDEVELOPERshallberesponsibleforallliabilityfordesignandconstructionoftheImprovementsinstalledorworkdonepursuanttothisAgreementandthatIW Ashallnotbeliableforanynegligence,nonfeasance,misfeasanceormalfeasanceinapproving,reviewing,checking,orcorrectinganyplansorspecificationsorinapproving,reviewingorinspectinganyworkorconstruction.Theimprovementofsecurityshallnotberequiredtocovertheprovisionsofthisparagraph.SaleorotherdispositionofthispropertywillnotrelieveDEVELOPERfromtheobligationssetforthherein.IfDEVELOPERsellsthepropertyoranyportionofthepropertywithinthePROJECTtoanyotherperson,theDEVELOPERmayrequestanovationofthisAgreementandasubstitutionofsecurity.Uponapprovalofthenovationandsubstitutionofsecurities,theDEVELOPERmayrequestareleaseorreductionofthesecuritiesrequiredbythisAgreement.NothinginthenovationshallrelievetheDEVELOPERoftheobligationsunderthisAgreementfortheworkorimprovementdonebyDEVELOPER.TimeoftheEssence.TimeisoftheessenceofthisAgreement.TimeforCompletionofWork/TimeExtension.DEVELOPERshallcompleteconstructionoftheimprovementsrequiredbythisAgreementinaccordancewiththescheduleofperformanceattachedasExhibitCheretoandincorporatedherein(“ScheduleofPerformance”).TheIW A,inhisorhersolediscretion,mayauthorizeacceptanceofindividualImprovementstoaccommodatephasingofPROJECTdevelopment;provided,however,thatproductionfs’torageand'tr’ansrr?SSionneeds’mustbacampi’eteandadequateforeachphaseofPROJECTdevelopmentbeforetheyareconsideredforacceptance.In 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page12 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 142 of 508 LegalResponsibilities.Th
NoVestingofRights.P
Non—disturbanceofMapsandObligations.
waterauthority
23 24.

25. 26.
noinstancewillwaterservicebeprovidebyIW AtothePROJECT,oranypartorphasethereof,withoutcorrespondingsewerservice.IW Awillnotapproveoracceptanyon—siteimprovement,orpermitanyconnectiontotheImprovements,untilallrelatedimprovementshavebeencompletedandacceptedbyIW A.IntheeventgoodcauseexistsasdeterminedbytheIW AEngineer,thetimeforcompletionoftheimprovementshereundermaybeextended.TheextensionshallbemadebywritingexecutedbytheIW AEngineer.AnysuchextensionmaybegrantedwithoutnoticetoDEVELOPER’SSuretyandshallnotaffectthevalidityofthisAgreementorreleasetheSurety0rSuretiesonanysecuritygivenforthisAgreement.TheIW AEngineershallbethesoleandfinaljudgeastowhetherornotgoodcausehasbeenshowntoentitleDEVELOPERtoanextension.Delay,resultingfromanactofIW A,or‘byanactofGod’,whichDEVELOPER,couldnothavereasonableforeseen,orbystormorinclementweatherwhichpreventtheconductingofwork,andwhichwerenotcausedbyorcontributedtobyDEVELOPER,shallconstitutegoodcauseforanextensionoftimeforcompletion.Asaconditionofsuchextension,theIW AEngineermayrequireDEVELOPERtofurnishnewsecurityguaranteeingperformanceofthisAgreementasextendedinanincreasedamountasnecessarytocompensateforanyincreaseinconstructioncostsasdeterminedbytheIW AEngineer.eDEVELOPERshallkeepitselfinformedofalllocal,StateandFederalLawsandregulationswhichinanymanneraffectthoseemployedbyitorinanywayaffecttheperformanceofitsobligationspursuanttothisAgreement.TheDEVELOPERshallatalltimesobserveandcomplywithallsuchlawsandregulations.TheIW A,anditsofficersandemployees,shallnotbeliableatlaworinequitycausedbyfailureoftheDEVELOPERtocomplywiththissection.erforrnancebyDEVELOPERofthisAgreementshallnotbeconstruedtovestDEVELOPER’SrightswithrespecttoanychangeinanycapacityorservicefeeorregulationofIW A.ThisAgreementdoesnotrescind,replace,orotherwiseaffectanyobligationthattheDEVELOPERmayhaveunderanymaprecordedpursuanttotheSubdivisionLawstocompletethedesignandconstructionofanyimprovements,nordoesitalteranyobligationtotheDEVELOPERmayhaveunderanysuchmaptodedicateorotherwisetransferanyrealpropertyorimprovementstoIW Aortoanyotherpublicentity.PerformancebyDEVELOPERofthisAgreementshallnotbeconstruedtovestDEVELOPER’SrightswithrespecttoanychangeinanycapacityorservicefeeorregulationofIW A.Assignment.ThisAgreementmaynotbeassignedbyDEVELOPERinwholeorinpartWithoutthepriorwrittenconsentoftheIW A.IfassignedbyDEVELOPERpursuanthereto,thisAgreementshallapplyto,bindandinuretothebenefitofthePartiesandtheirrespectivesuccessorsandassigns. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page13 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 143 of 508 Non—LiabilityofOf?cialsandEnmloveesofIW A.N
GoverningLaw;Venue.T
NoThird-PartyBene?ciaries
Severability.Th
waterauthority27
28 29.
0official,representative,agent,attorney,consultantoremployeeofIW AshallpersonallybeliabletotheDEVELOPERintheeventofanydefaultbyIW AunderthetermsofthisAgreement.Notices.AllnoticesrequiredorprovidedforunderthisAgreementshallbeinwritinganddeliveredinpersonorsentbymail,postageprepaidandaddressedasprovidedinthisSection.Noticeshallbeeffectiveonthedateitisdeliveredinperson,or,ifmailed,onthedateofdepositintheUnitedStatesMail.NoticesshallbeaddressedasfollowsunlessawrittenchangeofaddressisfiledwiththeIW A:NoticetoIW A:IndioWaterAuthority83—101Avenue45Indio,California92201Noticeto(MajesticRealtyCo.)DEVELOPER:

Captions.ThecaptionsofthisAgreementareforconvenienceandreferenceonlyandshallnotdefine,explain,modify,limit,exemplify,oraidintheinterpretation,constructionormeaningofanyprovisionsofthisAgreement.LitigationorArbitration.Intheeventthatsuit,orarbitrationisbroughttoenforcethetermsofthisAgreement,theprevailingpartyshallbeentitledtolitigationcostsandreasonableattorney’sfees.hisAgreementandanydisputearisinghereundershallbegovernedbyandinterpretedinaccordancewiththelawsoftheStateofCalifornia,withvenueinRiversideCountySuperiorCourt.Amendment.ThisAgreementmaybeamendedormodifiedonlybyawritteninstrumentapprovedandsignedbytheParties..Nopersonorentityshallbedeemedtobeathird-partybeneficiaryhereofandnothinginthisAgreement(eitherexpressorimplied)isintendedtoconferuponanypersonorentity,otherthanIW AandtheDEVELOPER,anyrights,remedies,obligationsorliabilitiesunderorbyreasonofthisAgreement.eprovisionsofthisAgreementareseverable.IfanyportionofthisAgféé’r?é?t’isheld’i?V?lidbyaCOUI’tOfC'Or?pété?tju?édictién,andtheintent,rightsandobligationsofthePartieshereunderremainintactwithoutsubstantialchange,the 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page14 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 144 of 508

IINIDIID
IucoorationofRecitals.Th
Secretary
waterauthorityremainderoftheAgreementshallremaininfullforceandeffectunlessamendedormodifiedbythemutualconsentoftheparties.35 eRecitalstothisAgreementareherebyincorporatedintothetermsofthisAgreement.36EntireAgreement.ThisAgreementconstitutestheentireAgreementofthepartieswithrespecttothesubjectmatter.Allmodifications,amendments,orwaiversofthetermsofthisAgreementmustbeinwritingandsignedbytheappropriaterepresentativesoftheparties.InthecaseoftheIW A,theappropriatepartyshallbetheIW AManager. [Signaturescontinuedonnextpage]
INWITNESSWHEREOF,thisAgreementisexecutedbyIW A,byandthroughitsMayor

DEVELOPERINDIOW ATERAUTHORITY
MajesticRealtyCo.NameofOrganizationPresidentofIndioWaterAuthority RealEstateDeveloperTypeofOrganizationATTEST:
5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page15 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 145 of 508 zedignatui'e
waterauthority
S APPROVEDASTOFORMEdwardP.Roski,Jr.PrintNameChairmanoftheBoard GeneralCounselTitle NotarizedSignaturePrintNameTitle
5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page16 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 146 of 508 waterauthority EXHIBITALEGALDESCRIPTION
“Parcels1thru4inclusiveandParcelsa&BofParcelMapNo.38687,CityofIndio,CountyofRiverside,StateofCalifornia.” 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page17 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 147 of 508 r811Vi!IIN_ ll\_
waterauthority EXHIBITBSCOPEOFWORKFORllVIPROVEMENTS
W ATERIMPROVEMENTPLANSMAJESTICINDIORETAILFurnish&InstallApprox,7421fofnew12”Class250D.I.PfromPOCat(E)19”D.I.PatJeffertson/Indion.Furnish&Install,DomesticWater,IrrigationandFireServicelateralstoParcel1,2&3.Furnish&InstallPublicHydrantsalongNorthsideofIndioBlvd.fromBurrSt.towardsWest.Perattachedplans. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page18 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 148 of 508 Li]"ND“.waterauthority EXHIBITCSCHEDULEOFPERFORMANCE
W ATERMAINEXTENSIONFORPARCEL1INSTALL12”W ATERMAIN&APPURTENANCES11DAYSPRESSURETESTANDCHLORINATE5DAYSPERFORMTIE-INTOEXISTINGW ATERMAIN 2DAYSW ATERLATERALSFORPARCEL2INSTALLTHREEHOTTAPCONNECTIONS2DAYSINSTALLLATERALFORFUTURE10”DCDA(BYOTHERS)2DAYSINSTALL(2)FIREHYDRANTS 1DAYINSTALLTWO2”W ATERSERVICES1DAYW ATERLATERALSFORPARCEL3INSTALLTWOHOTTAPCONNECTIONS2DAYSINSTALLLATERALFORFURE10”DCDA(BYOTHERS)2DAYSINSTALLONEFIREHYDRANT 1DAYINSTALLTWO2”W ATERSERVICES1DAYRELOCATEEXISTINGFIREHYDRANT1DAYREMOVEEXISTINGFIREHYDRANT2DAYSREMOVETWOEXISTINGSERVICES2DAYSADJUSTEXISTINGBLOW—OFF 1DAYTOTALDURATION37DAYS 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page19 Appendix

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 149 of 508 80510IndieBlvd.IndioCA.92203
10/14/25
Pae
waterauthority
Engineer’sOpinionofProbableCostW ATERIMPROVEMENTSProjectName:Maiestic1114119Gateway TractNo.:ProjectAddress:Date:W ATERIMPROVEMENTSUNITCOSTDESCRIPTIONUNITQUANTITY(LABOR&EQUIPMENT)Includingthefollowing:Mobilization&DemobilizationEA3 $2,800ConstructionSurvey LS1 $1,350Traf?cControl LS1 $3,920NPDES— BMP’s N/AUnderCityPermitTrenchShoring(forpipes5’ordeeper)N/ATrenchRepair N/AUnderCityPermitWaterMain LF738 $158Fitting LS1 $176,410Hydrant EA6 $18,510DCDA 0FireService(LateralonlytoR/WEA3 $11,200ListOtherItemsasApplicableTotalofWaterImprovements:Contingency:(15%ofTotalWaterImprovements)TotalEstimate:PreparedBy:PBLAEngineering,IncAddress:1481FordStreetRedlands,CA92373 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025

TOTALCOST
$8,400$1,350$3,920
$116,604$176,410$111,060
$33,600
$451,344$67,702$519,046(Includeseal)
20

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 150 of 508 improvem
HundredNineteenThousandFortySixandN0/100Dollars$519,046,00) igns,or
inthisbond;otherwise,thisobligationshall
waterauthority
BondNo.024286841PremiumchargedisincludedinPAYMENTBONDchargeforperformancebond(LABORANDMATERIALS)ExecutedinduplicateKNOWALLPERSONSBYTHESEPRESENTSthat:WHEREAStheIndioWaterAuthority(“PublicAgency”),hasawardedto(“Principal”),MajesticRealtyCo.13191CrossroadsPkwyNorth,6th?r.CityofIndustry,CA.91746(NameandaddressofContractor)acontract(the“Contract”),whichisincorporatedhereinbythisreference,fortheworkdescribedasfollows:Off—SiteWatercutsfortheextensionofitswatermains,MajesticIndioGateway,Tract007-130,PM38687WHEREASPrincipalisrequiredunderthetermsoftheContractandtheCaliforniaCivilCodeto?leagoodandsufficientpaymentbondwiththePublicAgencytosecurethepaymentofclaimsoflaborers,mechanics,materialpersons,andotherpersonsasprovidedbylaw.NOW,THEREFORE,we,theundersignedPrincipal,andLibertyMutualInsuranceCompany,790TheCityDriveSouth,Suite200,Orange,CA92868(NameandaddressofSurety)(“Surety”)adulyadmittedsuretyinsurerunderthelawsoftheStateofCalifornia,asSurety,areheldand?rmlybounduntothePublicAgencyandallsubcontractors,laborers,materialpersons,andotherpersonsemployedintheperformanceoftheContractinthepenalsumofEiv_e( (the“PenalSum”),thisamountbeingnotlessthanonehundredpercent(100%)ofthetotalContractprice,inlawfulmoneyoftheUnitedStatesofAmerica,forthepaymentofwhichsumwellandtrulytobemade,webindourselves,ourheirs,executors,administrators,successors,andassigns,jointlyandseverally,firmlybythesepresents.THECONDITIONOFTHISOBLIGATIONISSUCHTHAT,iftheherebyboundedPrincipal,hisjher’or’its’heirSTexecutorsjadministratorsisucc'essors’orass’subc'ontra’ctors’shall'fail'tO” *
payanyofthepersonsnamedinSection3181oftheCaliforniaCivilCode,oranyamountsdueundertheUnemploymentInsuranceCodewithrespecttoworkorlaborperformedundertheContract,orforanyamountsrequiredtobededucted,withheld,andpaidovertotheEmploymentDevelopmentDepartmentfromthewagesofemployeesofthePrincipalandsubcontractorspursuanttoSection13020oftheUnemploymentInsuranceCode,withrespecttoworkorlaborperformedundertheContract,theSuretywillpayforthesameinanamountnotexceedingthePenalSumspeci?ed becomenullandvoid. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page21 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 151 of 508 (Signature)I’l?/A
waterauthority
Thisbondshallensurethebene?tofanyofthepeoplenamedinSection3181oftheCaliforniaCivilCodetogivearightofactiontosuchpersonsortheirassignsinanysuitbroughtuponthebond.Incaseasuitisbroughtuponthisbond,Suretyfurtheragreestopay,inadditiontothePenalSum,allcostsandreasonableexpensesandfees,includingreasonableattorneys’fees,incurredbythePublicAgencyinsuccessfullyenforcingsuchobligation,alltobetaxedascostsandincludedinanyjudgmentrendered.Further,theSurety,forvaluereceived,herebystipulatesandagreesthatnochange,extensionoftime,alteration,additionormodi?cationtothetermsoftheContract,oroftheworktobeperformedthereunder,orthespeci?cationsforthesame,shallinanywayaffectitsobligationsunderthisbond,anditdoesherebywaivenoticeofanysuchchange,extensionoftime,alteration,addition,ormodi?cationtothetermsoftheContractortotheworkortothespeci?cationsthereunder.SuretyherebywaivestheprovisionsofCaliforniaCivilCode2845and2849.INWITNESSWHEREOF,two(2)identicalcounterpartsofthisinstrument,eachofwhichshallforallpurposesbedeemedanoriginalhereof,havebeendulyexecutedbyPrincipalandSurety,onthedatesetforthbelow,thenameofeachcorporatepartybeingheretoaf?xedandthesepresentsdulysignedbyitsundersignedrepresentative(s)pursuanttoauthorityofitsgoverningbody.Dated:October22,2025“Principal” “Surety”MajesticRealtyCo. LibertyMutualInsuranceCompany13191CrossroadsPkwyNorth,6thFloor 790TheCityDriveSouth,Suite200CityofIndustry,CA91746 Orange,CA92868 By: By: (Signature)TracyAston,Attomey-in-Fact(Title) (Title) (Seal) (Seal)
Note:Thisbandmustbeexecutedduplicateanddated,allsignaturesmustbenotarized,andevidenceoftheauthorityofanypersonsigningasattorney-in—factmustbeattached. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page22 AppendixD 6417‘

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 152 of 508 (£31411§Jé?ambw97an 2614a;14mmMfg/x(who
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RENEEAWDANotaryPublit-(al?wlllaLesAngelsCountygCnmmlsslan11mmyCommExpiresApr13.24:21 Signatureof
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CALIFORNIAACKNOWLEDGMENTCIVILCODE§1189
Anotarypublicorotherofficercompletingthiscertificateverifiesonlytheidentityoftheindividualwhosignedthedocumenttowhichthiscertificateisattached,andnotthetruthfulness,accuracy,orvalidityofthatdocument.StateofCalifornia }CountyofOn Sbeforeme,Dot me?T't/epfthepersonallyappeared #9Nome(s)ofSigner(s)whoprovedtomeonthebasisofsatisfactoryevidencetobethepersonw)whosename‘s)islarvesubscribedtothewithininstrumentandacknowledgedtomethathe/she/theyexecutedthesameinhis/her/theirauthorizedcapacity(i2$),andthatbyNslher/theirsignaturelvs)ontheinstrumentthepersonls),ortheentityuponbehalfofwhichtheperson(s.)'acted,executedtheinstrument.

IcertifyunderPENALTYOFPERJURYunderthelawsoftheStateofCaliforniathattheforegoingparagraphistrueandcorrect.WITNESSmyhandandofficialseal.

SignaturePloceNotorySealand/orStompAbove NotaryPublicOPTIONALCompletingthisinformationcandeteralterationofthedocumentorfraudulentreottochmentofthisformtoonunintendedDescriptionofAttachedDocumentTitleorTypeofDocument:DocumentDate: NumberofPages:Signer(s)OtherThanNamed Signer'sName: Signer’sName:CorporateOfficer— CorporateOfficer— Title(s):Partner— LimGeneralPartner— LimitedGeneralIndividualAttorneyinFact IndividualAttorneyinFactT GuardianorConservatorTrusteeGuardianorConservatorOther:isRepresentingSignerisRepresenting:
©2019NationalNotaryAssociation
imed*bySig

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 153 of 508 Signaturl$fNotaxyPwic
CALIFORNIAALL-PURPOSEACKNOWLEDGMENTANotaryPublicorotherof?cercompletingthiscerti?cateveri?esonlytheidentityoftheindividualwhosignedthedocumenttowhichthiscerti?cateisattached,andnotthetruthfulness,accuracy,orvalidityofthatdocument.StateofCaliforniaCountyofLosAngelesOn beforemeBeckvGomez.NotarvPublicpersonallyappearedAstonwhoprovedtomeonthebasisofsatisfactoryevidencetobetheperson(s)whosename(s)is/aaaesubscribedtothewithininstrumentandacknowledgedtomethathe/she/theyEexecutedthesameinler'B/her/eheieauthorizedcapacity(i=%),andthatbyh?/her/ehe?ssignature(s)ontheinstrumenttheperson(s),ortheentityuponbehalfofwhichtheperson(s)acted,executedtheinstrument.IcertifyunderPENALTYOFPERIURYunderthelawsofNourSi??ffJgiromhtheStateofCaliforniathattheforegoingparagraphistrueOrunty andcorrect.Comm7.455974Comm.ExpiresJul30.2027WITNESSmyhandandof?cialseal.

Signature

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 154 of 508 1:in0! LosAngeles slateofseal,ammageanddamnlolandonusbefall 7mg
NathanJZangelle,
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POWEROFATTORNEYLibertyMutualInsuranceCompanySURETYTheOhioCasualtyInsuranceCompanyWestAmericanInsuranceCompanyCertificateNo:8214135-024029 KNOWNALLPERSONSBYTHESEPRESENTS:ThatTheOhioCasualtyInsuranceCompanyisacorporationdulyorganizedunderthelawsoftheStateofNewunderthelaws as 191219191991a)
a)2m>E:5
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hasnotbeenrevoked.INTESTIONYWHEREOF,Ihavehereuntosetmyhandandaf?xedthesealsofsaidCompaniesthisdayof 191219191991 es,nleasecall610-832-8240oremaor
Hampshire,thatLibertyMutualInsuranceCompanyisacorporationdulyorganizedunderthelawsoftheStateofMassachusetts,andWestAmericanInsuranceCompanyisacorporationdulyorganizedoftheStateofIndiana(hereincollectivelycalledthe‘Companies"),pursuanttoandbyauthorityhereinsetforth,doesherebyname,constituteandappoint,TracyAston:MeghanCurry:VanessaFonz:RosaE.Rivas;SamanthaRussell;MaryL.Yohnke allofthe CA eachindividuallyiftherebemorethanonenamed,itstrueandlawfulattomey-in—facttomake,execute, assuretyandasitsactanddeed,anyandallundertakings,bonds,recognizancesandothersuretyobligations,inpursuanceofthesepresentsandshallbeasbindingupontheCompaniesasiftheyhavebeendulysignedbythepresidentandattestedbythesecretaryoftheCompaniesintheirownproperpersonsINWITNESSWHEREOF,thisPowerofAttorneyhasbeensubscribedbyanauthorizedofficerorof?cialoftheCompaniesandthecorporatesealsoftheCompanieshavebeenaf?xedtheretothis3rddayofJune,2025. LibertyMutualInsuranceCompanyTheOhioCasualtyInsuranceCompanyWestAmericanInsuranceCompany AssistantSecretaryStateofPENNSYLV ANIASSCountyofMONTGOMERYOnthis3rddayofJune,2025_beforemepersonallyappearedNathanJZangerle,whoacknowledgedhimselftobetheAssistantSecretaryofLibertyMutualInsuranceCompany,TheOhioCasualtyCompany,andWestAmericanInsuranceCompany,andthathe,assuch,beingauthorizedsotodo,executetheforegoinginstrumentforthepurposescontainedbysigningonbehalfofthecorporationsbyhimselfasadulyauthorizedof?cer.INWITNESSWHEREOF,Ihavehereuntosubscribedmynameandaf?xedmynotarialsealatPlymouthMeeting,Pennsylvania,onthedayandyear?rstabovewritten CommonwealthofPennsylvania-NotarySealTeresaPastella,NotaryPublicMontgomeryCountyMycommissionexpiresMarch28,2029Commissionnumber1126044 NotaryThisPowerofAttorneyismadeandexecutedpursuanttoandbyauthorityofthefollowingBy—IawsandAuthorizationsofTheOhioCasualtyInsuranceCompany,LibertyMutualInsuranceCompany,andWestAmericanInsuranceCompanywhichresolutionsarenowinfullforceandeffectreadingasfollows:ARTICLEIV-OFFICERS:Section12.PowerofAttorney.Anyofficerorothero?icialoftheCorporationauthorizedforthatpurposeinwritingbytheChairmanorthePresident,andsubjecttosuchlimitationastheChairmanorthePresidentmayprescribe,shallappointsucha?omeysimfad,asmaybenecessarytoactinbehalfoftheCorporationtomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligations.Suchattorneysin—fact,subjedtothelimitationssetforthintheirrespectivepowersofattorney,shallhavefullpowertobindtheCorporationbytheirsignatureandexecutionofanysuchinstnimentsandtoattachtheretothesealoftheCorporationWhensoexecuted,suchinstrumentsshallbeasbindingasifsignedbythePresidentandattestedtobytheSecretary.Anypowerorauthoritygrantedtoanyrepresentativeorattorney-in-factundertheprovisionsofthisarticlemayberevokedatanytimebytheBoard,theChairman,thePresidentorbytheof?cerorof?cersgrantingsuchpowerorauthority.ARTICLEXIII—ExecutionofContracts:Section5.SuretyBondsandUndertakings.Anyof?ceroftheCompanyauthorizedforthatpurposeinwritingbythechairmanorthepresident,andsubjecttosuchlimitationsasthechairmanorthepresidentmayprescribe,shallappointsuchattomeys-in—fact,asmaybenecessarytoactinbehalfoftheCompanytomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligationsSuchattomeys—in-factsubjecttothelimitationssetforthintheirrespectivepowersofattorney,shallhavefullpowertobindtheCompanybytheirsignatureandexecutionofanysuchinstrumentsandtoattachtheretothesealoftheCompany.Whensoexecutedsuchinstnimentsshallbeasbindingasifsignedbythepresidentandattestedbythesecretary.Certi?catedDesignation— TherPresidentoftheCompany,actingpursuanttotheBylawsoftheCompany;authorizesNathanxl;ZangerlerAssistantSecretaryto'appointrsuchiattorneys-in-factasmaybenecessarytoactonbehalfoftheCompanytomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligations.Authorization—ByunanimousconsentoftheCompany'sBoardofDirectors,theCompanyconsentsthatfacsimileormechanicallyreproducedsignatureofanyassistantsecretaryoftheCompany,whereverappearinguponacerti?edcopyofanypowerofattorneyissuedbytheCompanyinconnectionwithsuretybonds,shallbevalidandbindingupontheCompanywiththesameforceandeffectasthoughmanuallyaf?xedl,ReneeCLlewellyn,theundersigned,AssistantSecretary,TheOhioCasualtyInsuranceCompany,LibertyMutualInsuranceCompany,andWestAmericanInsuranceCompanydoherebycertifythattheoriginalpowerofattorneyofwhichtheforegoingisafull,trueandcorrectcopyofthePowerofAttorneyexecutedbysaidCompanies,isinfullforceandeffectandOCT22025 LMS—12373LMICOCICW AICMuftiCo02/24 I.com.
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Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 155 of 508 ThousandFortySixandNO/100Dollars$519046.00)
waterauthority
BondNo.024286841PERFORMANCEBONDPremium:$10,786.00ExecutedinduplicateKNOWALLPERSONSBYTHESEPRESENTSthat:WHEREAStheIndioWaterAuthority(“PublicAgency”),hasawardedto(“Principal”),MajesticRealtyCo.13191CrossroadsPkwyNorth,6“1flr.CityofIndustry,CA.91746(NameandaddressofContractor)acontract(the“Contract”),whichisincorporatedhereinbythisreference,fortheworkdescribedasfollows:Off-SiteWaterimprovementsfortheextensionofitswatermains,MajesticIndieGateway,Tract007-130,PM38687WHEREASPrincipalisrequiredunderthetermsoftheContractto?leagoodandsufficientperformancebondwiththePublicAgencyforthefaithfulperformanceoftheContract.NOW,THEREFORE,we,theundersignedPrincipal,andLibertyMutualInsuranceCompany,790TheCityDriveSouth,Suite200,Orange,CA92868(NameandaddressofSurety)(“Surety”)adulyadmittedsuretyinsurerunderthelawsoftheStateofCalifornia,asSurety,areheldand?rmlybounduntothePublicAgencyinthepenalsumofFiveHundredNineteen( (the“PenalSum”),thisamountbeingnotlessthanonehundredpercent(100%)ofthetotalContractprice,inlawfulmoneyoftheUnitedStatesofAmerica,forthepaymentofwhichsumwellandtrulytobemade,webindourselves,ourheirs,executors,administrators,successors,andassigns,jointlyandseverally,firmlybythesepresents.THECONDITIONOF"II-HSOBLIGATIONISSUCHTHAT,iftheherebyboundedPrincipal,his,heroritsheirs,executors,administrators,successorsorassigns,shallinallthingsstandtoandabideby,andwellandtrulykeepandperformalltheundertakings,terms,covenants,conditionsandprovisionsintheContractandanyalterationthereofmadeasthereinprovided,onthePrincipalEsparttobekeptandperformedrallwithinthetimeandinthemannerthereinspecified,andinallrespectsaccordingtotheirtrueintentandmeaning,andshallindemnifyandholdharmlessthePublicAgency,itsofficers,agents,employees,andothersasthereinprovided,thenthisobligationshallbecomenullandvoid;otherwise,itshallbeandremaininfullforceandeffect.Incasesuitisbroughtuponthisbond,Suretyfurtheragreestopay,inadditiontothePenalSum,allcostsandreasonableexpensesandfees,includingreasonableattorneys’fees,incurredbythe’PublicAgency’i’n’successfullyenfOrcingsuchobligation,all’tobetaxed'a’scostsandincludedin "
anyjudgmentrendered.5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page23 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 156 of 508 (Siature)[gig/Wr- ?(SiymMO)
waterauthority
FURTHER,theSurety,forvaluereceived,herebystipulatesandagreesthatnochange,extensionoftime,alteration,additionormodi?cationtothetermsoftheContract,oroftheworktobeperformedthereunder,orthespeci?cationsforthesame,shallinanywayaffectitsobligationsunderthisbond,anditdoesherebywaivenoticeofanysuchchange,extensionoftime,alteration,additionormodi?cationtothetermsoftheContractortotheworkortothespeci?cationsthereunder.SuretyherebywaivestheprovisionsofCaliforniaCivilCode2845and2849.TheCityistheprincipalbene?ciaryofthisbondandhasallrightsofapartyhereto.INWITNESSWHEREOF,two(2)identicalcounterpartsofthisinstrument,eachofwhichshallforallpurposesbedeemedanoriginalhereof,havebeendulyexecutedbyPrincipalandSurety,onthedatesetforthbelow,thenameofeachcorporatepartybeingheretoaf?xedandthesepresentsdulysignedbyitsundersignedrepresentative(s)pursuanttoauthorityofitsgoverningbody.Dated:October22,2025“Principal” “Surety”MajesticRealtyCo. LibertyMutualInsuranceCompany13191CrossroadsPkwyNorth,6thFloor 790TheCityDriveSouth,Suite200CityofIndustry,CA91746 Orange,CA92868 By:TracyAston,Attomey-in-Fact(Title) (Title)
(Seal) (Seal)
Note:Thisbandmustbeexecutedduplicateanddated.allsignaturesmustbenotarized,andevidenceoftheauthorityofanypersonsigningasattomey-in-?zctmustbeattached. 5512282v2/024088.0026DevelopmentServicesProceduralGuidelines,UpdatedJanuary2025Page24 AppendixD

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 157 of 508 CALIFORNIAACKNOWLEDGMENTCIVILCODE§1189
Anotarypublicorotherofficercompletingthiscertificateverifiesonlytheidentityoftheindividualwhosignedthedocumenttowhichthiscertificateisattached,andnotthetruthfulness,accuracy,orvalidityofthatdocument.StateofCaliforniaCountyofOnOWW(97,2126’beforeme, W0Date P Here‘andTitleOf?cerpersonallyappearedA’I’IIIQName(s)ofSigner(s)whoprovedtomeonthebasisofsatisfactoryevidencetobethepersona)whosename(8)is/aresubscribedtothewithininstrumentandacknowledgedtomethatbe/she/tbeyexecutedthesameinhie/her/tbeirauthorizedcapacity(ies),andthatbyms/her/the’rrsignature(s)ontheinstrumenttheperson(s),ortheentityuponbehalfofwhichthepersonM’acted,executedtheinstrument.RENEEARANDANotLaryPubiic-CaliforniaIcertifyunderPENALTYOFPERJURYundertheCogmgsgigmcz?wulawsoftheStateofCaliforniathattheforegoingComm.ExpiresApr13,2027 paragraphistrueandcorrect.WITNESSmyhandandofficialseal.

SignaturePlaceNotarySealand/orStampAbove SignofNotaryPublicOPTIONALCompletingthisinformationcandeteralterationofthedocumentorfraudulentreattachmentofthisformtoanunintendeddocument.DescriptionofAttachedDocumentTitleorTypeofDocument:DocumentDate: umberofPages:Signer(s)OtherThanNamedAbove:Capacity(ies)ClaimedbySigner(s)Signer’sName: Signer’sName:CorporateOfficer— Tile(s) CorporateOfficer— Title(s):Partner— Limitedal Partner— LimitedGeneralIndividualAttorneyinFactIndividualAttorneyinFactTrusteeGuardianorConservatorTrusteeGuardianorConservatorOther: Other:presenting SignerisRepresenting ©2019NationalNotaryAssociation

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 158 of 508 Signal‘ fNotarylic
CALIFORNIAALL-PURPOSEACKNOWLEDGMENTANotaryPublicorotherof?cercompletingthiscerti?cateveri?esonlytheidentityoftheindividualwhosignedthedocumenttowhichthiscerti?cateisattached,andnotthetruthfulness,accuracy,orvalidityofthatdocument.StateofCaliforniaCountyofLosAngelesOnOCT222025beforeme,BeckvGomez.NotarvPublicpersonallyappearedTracvAstonwhoprovedtomeonthebasisofsatisfactoryevidencetobetheperson(s)whosename(s)is/?esubscribedtothewithininstrumentandacknowledgedtomethathe/she/?aeyexecutedthesameinhis/her/?heirauthorizedcapacityGes),andthatbyhigher/mailssignature(s)ontheinstrumenttheperson(s),ortheentityuponbehalfofwhichtheperson(s)acted,executedtheinstrument.IcertifyunderPENALTYOFPERJURYunderthelawsofBECKYGOMEZtheStateofCaliforniathattheforegoingparagraphistrueNotaryPublic-CaliforniaandcorrectOrangeCountyCommission4‘2455974Comm.ExpiresJul30,2027WITNESSmyhandandOf?cialseal Signature

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day
POWEROFATTORNEYLibertyMutualInsuranceCompanyTheOhioCasualtyInsuranceCompanyWestAmericanInsuranceCompany 19191991
CertificateNo:8214135-024029
WITNESSWHEREOF,Ihavehereuntosubscribedmynameandaf?xedmynotarialsealatPlymouthMeeting.Pennsylvania,onthedayandyear?rstabovewritten. 191219191991 es,com.nVeor 08call610-832-8240or
KNOWNALLPERSONSBYTHESEPRESENTS:ThatTheOhioCasualtyInsuranceCompanyisacorporationdulyorganizedunderthelawsoftheStateofNewHampshire,thatLibertyMutualInsuranceCompanyisacorporationdulyorganizedunderthelawsoftheStateofMassachusetts,andWestAmericanInsuranceCompanyisacorporationdulyorganizedunderthelawsoftheStateofIndiana(hereincollectivelymailedthe'Companies'),pursuanttoandbyauthorityhereinsetforth,doesherebyname,constituteandappoint,TracyAston;MeghanCurry;VanessaFong;RosaE.Rivas;SamanthaRussell;MaryL.Yolmke allofthecityof stateof CA eachindividuallyiftherebemorethanonenamed,itstrueandlawfulattomey-in-facttomake,execute,seal,adtnowledgeanddeliver,forandonitsbehalfassuretyandasitsactanddeed,anyandallundertakings,bonds,recognizancesandothersuretyobligations,inpursuanceofthesepresentsandshallbeasbindingupontheCompaniesasiftheyhavebeendulysignedbythepresidentandattestedbythesecretaryoftheCompaniesintheirownproperpersonsINWITNESSWHEREOF,thisPowerofAttorneyhasbeensubscribedbyanauthorizedofficerorof?cialoftheCompaniesandthecorporatesealsoftheCompanieshavebeenaffixedtheretothis3rddayofJune,2025. LibertyMutualInsuranceCompanyTheOhioCasualtyInsuranceCompanyWestAmericanInsuranceCompany NathanJ.Zangerte,AssistantSecretaryofPtyofOnthis3rd J.Zangerle,whoacknowledgedhimselftobetheAssistantSecretaryofLibertyMutualInsurancethathe,assuch,beingauthorizedsotodo,executetheforegoinginstrumentforthepurposescontainedbysigningonbehalfofthecorporationsbyhimselfasadulyauthorizedofficer.

SS
-NotaryTeresaPastella,NotaryPublicMontgomeryCountyMycommissionexpiresMarch28,2029Commissionnumber1126044 ,Pastella,NotaryPublicThisPowerofAttorneyismadeandexecutedpursuanttoandbyauthorityofthefollowingBy—lawsandAuthorizationsofTheOhioCasualtyInsuranceCompany,LibertyMutualInsuranceCompany,andWestAmericanInsuranceCompanywhichresolutionsarenowinfullforceandeffectreadingasfollows:ARTICLEIV—OFFICERS:Section12PowerofAttorneyAnyofficerorotherofficialoftheCorporationauthorizedforthatpurposeinwritingbytheChairmanorthePresident,andsubjecttosuchlimitationastheChairmanorthePresidentmayprescribe,shallappointsuchattomeys—in-fact,asmaybenecessarytoactinbehalfoftheCorporationtomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligations.Suchattomeysin—fact,subjecttothelimitationssetforthintheirrespectivepowersofattorney,shallhavefullpowertobindtheCorporationbytheirsignatureandexecutionofanysuchinstrumentsandtoattachtheretothesealoftheCorporationWhensoexecuted,suchinstrumentsshallbeasbindingasifsignedbythePresidentandattestedtobytheSecretaryAnypowerorauthoritygrantedtoanyrepresentativeorattorney-in-factundertheprovisionsofthisarticlemayberevokedatanytimebytheBoard,theChairman,thePresidentorbytheof?cerorof?cersgrantingsuchpowerorauthorityARTICLEXIII~ExecutionofContracts:Section5.SuretyBondsandUndertakingsAnyofficeroftheCompanyauthorizedforthatpurposeinwritingbythechairmanorthepresident,andsubjecttosuchlimitationsasthechairmanorthepresidentmayprescribe,shallappointsuchattomeys—in—fact,asmaybenecessarytoactinbehalfoftheCompanytomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligationsSuchattorneys-in-factsubjecttothelimitationssetforthintheirrespectivepowersofattorney,shallhavefullpowertobindtheCompanybytheirsignatureandexecutionofanysuchinstrumentsandtoattachtheretothesealoftheCompanyWhensoexecutedsuchinstrumentsshallbeasbindingasifsignedbythepresidentandattestedbythesecretary.Certi?cateofDesignation— ThePresidentoftheCompany,actingpursuanttotheBylawsoftheCompany,authorizesNathanJ.Zangerle,AssistantSecretarytoappointsuchattorneys-in-factasmaybenecessarytoactonbehalfoftheCompanytomake,execute,seal,acknowledgeanddeliverassuretyanyandallundertakings,bonds,recognizancesandothersuretyobligations,Authorization—ByunanimousconsentoftheCompany'sBoardofDirectors,theCompanyconsentsthatfacsimileormechanicallyreproducedsignatureofanyassistantsecretaryoftheCompany,whereverappearinguponacerti?edcopyofanypowerofattorneyissuedbytheCompanyinconnectionwithsuretybonds,shallbevalidandbindingupontheCompanywiththesameforceandeffectasthoughmanuallyaf?xedI,ReneeC.Llewellyn,theundersigned,AssistantSecretary,TheOhioCasualtyInsuranceCompany,LibertyMutualInsuranceCompany,andWestAmericanInsuranceCompanydoherebycertifythattheoriginalpowerofattorneyofwhichtheforegoingisafull,trueandcorrectcopyofthePowerofAttorneyexecutedbysaidCompanies,isinfullforceandeffectandhasnotbeenrevokedINTESTIONYWHEREOF,Ihavehereuntosetmyhandandaf?xedthesealsofsaidCompaniesthisdayofOCT2,22025 OCICW AICMul?Co02/24

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 160 of 508

Acceptance of Water Agreement from Majestic Realty Co. for the Majestic ... Page 161 of 508 City of Indio
City Council
February 4, 2026

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Jonathan Nicks, Assistant City Manager
Subject: course golf for amendment 2nd extension a of Approval 6-month management and related services with Landmark Golf Limited Partnership (Landmark Golf) for The Lights at Indio Golf Course (The Lights) in the amount of $117,000.

RECOMMENDATION:

Staff recommends that the City Council approve a six-month 2nd amendment extension for golf course management and related services with Landmark Golf Limited Partnership (Landmark Golf) for The Lights at Indio Golf Course (The Lights) in the amount of $117,000.

SUMMARY:

Staff recommends that the City Council approve a 6-month 2nd amendment with Landmark Golf to manage The Lights. This 2nd amendment will cover the remaining construction period of the new clubhouse and allow for anymore unexpected delays. As the clubhouse nears a completion date in March/April 2026, the City and Landmark Golf will negotiate a new professional services agreement for continued course golf provide to has services. Landmark management course golf Golf management services and enhance The Lights' appeal to golfers across the Coachella Valley.

BACKGROUND INFORMATION:

In 2013, the City issued a request for qualifications for golf course management services seeking an operator for the City's municipal golf course.

On June 18, 2014, the City entered into the first golf course management agreement with Landmark Golf.

On September 18, 2019, the City entered into the second golf course management agreement with Landmark for Golf Landmark with agreement second course golf This Golf. management management of the Lights expired on June 30, 2024.

On August 21, 2024, the City entered into the first amendment agreement to the second golf course management agreement with Landmark Golf. This amendment expired on December 31, 2025.

Landmark Golf's services include all aspects of golf course operations from managing the day-to- day golf operations such as the course, pro shop, food and beverage as well as providing and implementing a marketing strategy for the course, conducting promotional activities, providing an on-site manager and other employees and managing the postal center.

AGENDA ITEM #11.8
Approval of a 6-month 2nd amendment extension for golf course management... Page 162 of 508

Landmark Golf provides an operation that allows management to utilize golf industry practices in accommodating market-driven demands as market shifts may occur. Landmark Golf, over the past 12 years, has put forth every effort to position The Lights as a place to frequent in the eyes and minds of recreational golfers throughout the Coachella Valley.

Landmark Golf currently oversees the management of the City of La Quinta's golf course at the SilverRock Resort.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$117,00 In current year budget: Yes
Current FY General
Fund Impact:
$117,000 Budget adjustment: N/A
Next FY Financial
Impact:

NA Strategic Objective: Community Well-being
Source of funds: Golf Fund-Org-Object
Reference:
520-521036

ATTACHMENTS:
2nd amendment Landmark signature

APPROVAL(S):

Jonathan Nicks, Assistant City Manager Approved - 27 Jan 2026 Ruby D. Walla, Director of Finance Approved - 27 Jan 2026 Steven Graham Pacifico, City Attorney Approved - 30 Jan 2026 Bryan H. Montgomery, City Manager Approved - 30 Jan 2026

Approval of a 6-month 2nd amendment extension for golf course management... Page 163 of 508 IINIII.

SECONDAMENDMENTTOGOLFCOURSEANAGEMENTAGREEMENTYANDETWEENTHECITYOFD10AND

LANDMARKGOLFLIMITEDARTNERSHIP
ATED:FEBRUARY4,2026

Approval of a 6-month 2nd amendment extension for golf course management... Page 164 of 508 REMAINDERUNCHANGED.

SECONDAMENDMENTTOGOLFCOURSEMANAGEMENTAGREEMENT
ThisSecondAmendmenttotheGolfCourseManagementAgreementismadeandenteredintoasofthis4thdayofFebruary,2026,byandbetweentheCityofIndio(“City”),aCaliforniamunicipalcorporationandLandmarkGolfLimitedPartnership,anArizonalimitedpartnership(“Manager”).CityandManageraresometimeshereinafterreferredtoas“Party”andhereinaftercollectivelyreferredtoasthe“Parties.”RECITALSA.CityandManagerenteredintothatcertainGolfCourseManagementAgreementdatedSeptember11,2019(“UnderlyingAgreement”)fortheoperationandmanagementoftheIndioMunicipalGolfCourse.B.OnAugust21,2024,thePartiesenteredintoaFirstAmendmenttotheUnderlyingAgreement,whichextendedthetermoftheAgreementtoDecember31,2025.C.DuetounforeseenpowerissuesdelayingthecompletionofthenewclubhouseandtheCity’sdesiretogatheraccuraterevenueandexpensedataforthe2026/2027?scalyearbudgetingprocess,thePartiesnowdesiretofurtheramendtheAgreementtoextendthetermassetforthinthisSecondAmendment.OPERATIVEPROVISIONSNOW,THEREFORE,inconsiderationofthepromisesmadeandrecitedherein,thePartiesdoherebyenterintothisAmendmentwhichmodi?esandamendstheAgreementasfollows:1.AMENDMENTS.A.Section2.1,“TermofAgreement”(aspreviouslyamendedbytheFirstAmendment)isherebyfurtheramendedtoextendtheTermoftheAgreementfromDecember31,2025,toJune30,2026.B.Forthedurationofthisextension,theCityshallcontinuetopaytheManagerforitsservicesinaccordancewiththeFixedManagementFeeandPercentageManagementFeestructuresestablishedintheUnderlyingAgreementandFirstAmendment.2. Exceptasspeci?callymodi?edandamendedinthisSecondAmendment,allothertermsandconditionsoftheUnderlyingAgreementandtheFirstAmendmentremaininfullforceandeffectandbindingupontheParties.3.INTEGRATION.ThisAmendmentconsistsoftheentireunderstandingandagreementofthePartiesregardingthisextensionandsupersedesallpriornegotiationsorpreviousagreements,includingwrittenorverbalcommunicationsbetweenthePartieswithrespecttothisspeci?ctransaction.SecondAmendmenttoGolfCourseManagementAgreementPage1of3

Approval of a 6-month 2nd amendment extension for golf course management... Page 165 of 508 SEVERABILITY .

EFFECTIVEDATE.

APPLICABLELAW.

REFERENCES.

4. IfanyportionofthisAmendmentisdeclaredinvalid,illegal,orotherwiseunenforceablebyacourtofcompetentjurisdiction,theremainingprovisionsshallcontinueinfullforceandeffect.5. ThisAmendmentshallnotbecomeeffectiveuntilthedateithasbeenexecutedbytheappropriateauthoritiesoftheCityandtheManager.6. ThelawsoftheStateofCaliforniashallgoverntheinterpretationandenforcementofthisAmendment.7. AllreferencestotheAgreementincludealltheirrespectivetermsandprovisions.Allde?nedtermsutilizedinthisAmendmenthavethesamemeaningasprovidedintheAgreement,unlessexpresslystatedtothecontraryinthisAmendment.[SIGNATUREPAGEFOLLOWS] SecondAmendmenttoGolfCourseManagementAgreementPage2of3

Approval of a 6-month 2nd amendment extension for golf course management... Page 166 of 508 Lanmark
SECONDAMENDMENTTOGOLFCOURSEMANAGEMENTAGREEMENTINWITNESSWHEREOF,thePartiesheretohaveexecutedthisSecondAmendmenttotheAgreementonthedateandyear?rstwrittenabove.

CITYOFINDIO MANAGERGolfLimitedPartnership
BryanMontgomery,CityManagerGill,PresidentandCEO
ATTEST:

CITYCLERK
By:SabdiSanchez,MMCDirectorofCityClerkServices
APPROVEDASTOFORM:CITYATTORNEY
By:StevenGrahamPaci?coCityAttorney
SecondAmendmenttoGolfCourseManagementAgreementPage3Of3

Approval of a 6-month 2nd amendment extension for golf course management... Page 167 of 508 City of Indio
City Council
February 4, 2026

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Timothy Wassil, Public Works Director
Subject: Approve Amendment No. 2 to the existing Professional Services Agreement with Dynamic Building Maintenance in an amount not-to-exceed $199,587, for janitorial services for Public Safety Buildings A and C, Center Stage Restroom, Teen Center, and New City Hall for FY 2025/26, with a new contract total amount including amendment 1 and Amendment 2 for a total of $587,787

RECOMMENDATION:

City staff recommends that the City Council approve Amendment No. 2 to the existing Professional Services Agreement with Dynamic Building Maintenance in an amount not-to-exceed $199,587, for janitorial services for Public Safety Buildings A and C, Center Stage Restroom, Teen Center, and New City Hall for FY 2025/26, with a new contract total amount including amendment 1 and Amendment 2 for a total of $587,787, and authorize the City Manager to execute and amend the contract, including the addition of facilities as operational needs arise, provided such amendments are within the City Manager’s purchasing authority. Further authorize the Finance Director to appropriate and allocate funding for these services for a total contract amount not to exceed $662,787.

SUMMARY:

The City of Indio is amending its contract with Dynamic Building Maintenance (Dynamic) to expand janitorial services to additional facilities, including Public Safety Buildings A and C, Center Stage Restroom, Teen Center, and the New City Hall. Dynamic currently provides custodial services for all City-owned facilities and will continue to do so. Amendment 2 accommodates the increased square footage associated with the added City-owned facilities and newly expanded facilities.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$199,587.00 In current year budget: N/A
Current FY General
Fund Impact:
$199,587.00 Budget adjustment: Yes
Next FY Financial
Impact:
$0 Strategic Objective: Public Infrastructure
Source of funds: Building Custodial Fund-Org-Object
Reference:
604-523009

Additional Financial Details:

AGENDA ITEM #11.9
Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 168 of 508 At the time of the original budget approval, the City construction of the New City Hall was still underway, and Public Safety Buildings A and C, Teen Center, and Center Stage Restroom are being added to the City’s facilities inventory. As a result, janitorial services for these facilities were not included in Dynamic Building Maintenance’s scope of work or the adopted budget.

Amendment No. 2 increases the contract amount by $199,587 to account for the additional square footage and services, requiring a corresponding budget adjustment. This will bring the total contract amount to $584,787 for FY 2025/26, which includes the original contract amount and Amendments 1 and 2.

ALTERNATIVES:

On December 7, 2022, the City Council approved a Professional Services Agreement with Dynamic Building Maintenance in the amount of $200,400 annually for janitorial services at City facilities.

On May 7, 2025, the City Council approved Amendment No. 1 to expand services to include the restroom cleaning and other janitorial tasks across the City’s 13 parks and open spaces, including the new Indio Sports Park currently under development in the amount of $184,800.

Since that time, Dynamic has assumed responsibility for janitorial services at the newly completed Public Safety Buildings A and C, Center Stage Restroom, Teen Center, and the New City Hall.

These facilities were not included in the original scope of work or budgeted at the time of approval, resulting in the need for a contract amendment and corresponding budget adjustment.

Amendment No. 2 reflects the increased square footage and expanded scope of janitorial services required for the following facilities:

The amended custodial contract with Dynamic will cover the additional square footage associated with the new buildings. As these buildings were not included during the budget approval process, a budget adjustment will be required.

ATTACHMENTS:

Attachment 1 - Amendment 2 with Dynamic Building Maintenance (jm)v3

APPROVAL(S):

Juan Raya, City Engineer Approved - 29 Jan 2026
Timothy Wassil, Public Works Director Approved - 29 Jan 2026

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 169 of 508 Ruby D. Walla, Director of Finance Approved - 29 Jan 2026 Steven Graham Pacifico, City Attorney Approved - 30 Jan 2026 Bryan H. Montgomery, City Manager Approved - 30 Jan 2026

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 170 of 508 ATTACHMENT 1
AMENDMENT 2

WITH DYNAMIC BUILDING MAINTENANCE

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 171 of 508 2ND AMENDMENT TO AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND

DYNAMIC BUILDING MAINTENANCE

A CALIFORNIA CORPORATION
Form Approved January 7, 2025

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 172 of 508 PSA Revised 1/2025
1 | P a g e
2ND AMENDMENT TO AGREEMENT

FOR JANITORIAL SERVICES

BETWEEN THE CITY OF INDIO AND DYNAMIC BUILDING MAINTENANCE This Amendment No. 2 ("Amendment No. 2”) to the Professional Services Agreement is made and entered into this 4th day of February 2026 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation organized as a general law city and Dynamic Building Maintenance, a California Corporation (“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 and Consultant entered into an agreement entitled “Agreement for Janitorial Professional Services” dated December 7, 2022, (“Agreement”), for the purpose of providing janitorial and custodial services for the city facilities.

2. City Council approved Amended No. 1 on May 7, 2025, to expand service s to include maintenance of 13 parks and open spaces, including the New Indio Sports Park currently under development.

3. The City desires to amend the Agreement to: (1) expand the Scope of Services to include janitorial services for Public Safety Building s A and C, New City Hall Building, Teen Center, and Center Stage Restroom; (2) increase the compensation in an amount not-to-exceed $199,587 for Fiscal Year 2025/26 to account for the additional services.

4. The amendment includes buildings that have been maintained and cleaned by Dynamic throughout the entire fiscal year but were not previously added to the contract. By amending the contract to include Public Safety Buildings A and C, the Teen Center, the Center Stage Restroom, and the additional square footage of the New City Hall, the contract amount will increase to cover past services provided without a contract and to reconcile the budget to reflect this increase.

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 Parties do hereby enter into this Amendment which modifies and amends the Agreement as follows :

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 173 of 508 PSA Revised 1/2025
2 | P a g e

1. AMENDMENT. The Agreement is hereby modified and amended as follows:

1.1 – [SCOPE OF WORK]. Section 1 of the agreement is herby amended as follows:

The Scope of Services attached as Exhibit A hereto and incorporated herein to this Amendment No. 2 is hereby expanded to include janitorial services for Public Safety Building s A and C, Center Stage Restroom, Teen Center, and New City hall Building, as detailed in the attached Exhibit A (Scope of Services for Public Safety Buildings A and C, Center Stage Restroom, Teen Cetner, and New City Hall Building).

1.2 – [COMPENSATION]. Section 2 of the Agreement is hereby amended to increase the not-to-exceed compensation for Fiscal Year 2025/26 to One Hundred Ninety-Nine Thousand, Five Hundred Eighty -Seven Dollars ($199,587.00) to account for the additional services. The total contract amount shall not ex ceed $584,787.00.

2. COUNTERPARTS
This Amendment No. 2 may be executed in several counterparts, each of which shall be deemed to be original and shall constitute one and the same instrument and shall become binding upon the Parties when at least a copy hereof shall have been signed by the Parties hereto.

3. CONFLICTS
In the event there exists any conflicts between the terms of this Amendment and the Agreement, the terms of this Amendment shall be superseding.

4. REMAINING PROVISIONS
All other remaining terms and conditions of the Agreement shall remain unchanged.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
[SIGNATURE PAGE FOLLOWS]

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 174 of 508 PSA Revised 1/2025
3 | 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 P. Graham
City Attorney
CONSULTANT:

Dynamic Building Maintenance
By: __________________________
Art Ojeda
Co-Director / President
Attachments:

Exhibit A Scope of Services

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 175 of 508 PSA Revised 1/2025
4 | P a g e
Exhibits

EXHIBIT A

EXPANDED SCOPE OF SERVICES FOR CITY BUILDINGS

1. Locations:

Dynamic Building Maintenance (hereinafter “Contractor”) shall provide janitorial services at the following City of Indio facilities, including but not limited to the following locations listed below:
• New City Hall
• Public Safety Campus – Building C
• Public Safety Campus – Building A
• Center Stage Restrooms
• Sports Park
Scope of Services:

The Contractor shall furnish all labor, tools, equipment, materials, and supplies, including cleaning products, as necessary to perform comprehensive custodial services in accordance with the requirements set forth herein.

Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 176 of 508 ... -; ... ,
,.,,.
., ..,...·_.,.

JJY/;" ;��:,
---;,::,•> . ,,
Dynamic Bldg. Maintenance
Office: (888) 684-7740 Fax: (951 257-0339
Email:

City oflndio 1/28/2026
100 Civic Center
Indio, CA 92201
To: Timothy Wassil, Jose Vasquez, Deborah Granger
Pursuant to your request, below is the monthly prices per location and costs for the remaining fiscal year.

Bldg. C Public Safety Campus $6,000/ month June 1 thru July 31 2026 $72,000 Bldg. A Public Safety Campus $4,100 month June 1 thru July31 2026 $49,200 Nov 7 thru July 31 2026 $66,150 New City Hall
Center Stage Restroom
Indio Sports Park
$9,450 month,
$1,000 month
$1450 month
June 1 thru July 31 2026 $12,000
April thru July 31 2026 $ 4,350
Best Regards,
Art Ojeda
EXHIBIT BPage 10 of 10 AGENDA ITEM #11.9
Approve Amendment No. 2 to the existing Professional Services Agreement ... Page 177 of 508 City of Indio
City Council
February 4, 2026

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Bryan H. Montgomery, City Manager
Subject: Resolution No. 10545 Authorizing the City Manager to execute a Purchase and Sales Agreement with Northgate Indio, LLC for the acquisition a 7.68 acre parcel identified as APN 606-130-065, located on Avenue 43 east of Burr Street in Indio, California for a total purchase price of $535,000.

RECOMMENDATION:

Staff recommends that the City Council adopt Resolution No. 10545 authorizing the City Manager to execute a Purchase and Sales Agreement with Northgate Indio, LLC for the property described as APN 606-130-065.

SUMMARY:

The Resolution sets forth the terms and conditions to be included in the Purchase and Sales Agreement for the acquisition of a parcel needed for an electrical substation and a remnant for a future well and reservoir location for the Indio Water Authority.

BACKGROUND INFORMATION:

The key component of this Purchase and Sales Agreement is the conveyance from Northgate Indio, LLC the property needed for the Northgate/Ave.43 electrical substation. This substation is one of the initial four substations included in the joint powers arrangement between the City and Imperial Irrigation District - that joint powers authority is called the "Indio Electric Finance Authority" (IEFA). If approved, the Resolution authorizes the City Manager to subsequently convey to the IEFA the portion of the property needed for the substation at the purchase price.

As shown in the attached site plan, the new substation will occupy about 3.5 acres and the remaining property is projected to be a new well and water reservoir site for the Indio Water Authority (IWA). IWA staff and consultants have identified the site as ideal for those purposes and, if so used, would need to be purchased by IWA at a later date.

Other terms and conditions within the Agreement include a clarification of conditions of other properties owned and improvements installed by Northgate Indio, LLC. As the lead developer in the immediate area, Northgate Indio installed a portion of Avenue 42 and infrastructure related to that roadway. Not all of the improvements have been dedicated and turned over to the City because the median landscaping was not fully complete. As part of this proposed Agreement, the City will install those improvements and the purchase price of the property will be credited $127,000 (the estimated cost of the median landscaping work) and then this portion of Avenue 42 will finally be dedicated to the City.

AGENDA ITEM #11.10
Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 178 of 508

Further, a clarification of traffic signal obligations are outlined in the Agreement, including that Northgate Indio shall be required to pay a "fair share" of a future traffic signal, if ever warranted, at Avenue 42 and Burr Street. The other traffic signals already installed by Northgate Indio and a further credit of $73,000 toward the purchase price would then deem the obligations for traffic signals (except for the Ave. 42 and Burr participation mentioned above) as fully satisfied.

While the property appraised at $735,000, the credits outlined herein and the Agreement will set the purchase price at $535,000.

ALTERNATIVES:

Not approve the Agreement and direct the City Manager to continue negotiations.

ATTACHMENTS:

Attachment 1 - Indio Substation PSA Resolution
Attachment 2 - Proposed IWA Reservoir Ave 43
Attachment 3 - Purchase and Sale Agreement (Indio Substation Project)

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 179 of 508 RESOLUTION NO. 10545

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF INDIO, CALIFORNIA, APPROVING A PURCHASE

AND SALE AGREEMENT WITH NORTHGATE INDIO

LLC FOR THE ACQUISITION OF VACANT REAL

PROPERTY FOR THE INDIO SUBSTATION PROJECT
AND AUTHORIZING THE EXECUTION THEREOF;

AMENDING CONDITIONS OF APPROVAL FOR THE

NORTHGATE PROJECT
WHEREAS, Northgate Indio LLC (“Northgate”) is the owner of certain vacant real property located in the City of Indio, County of Riverside, identified as Assessor’s Parcel Number 606- 130-065, consisting of approximately 7.68 acres generally located south of Avenue 43 and west of the Coachella Canal (the “Property”); and
WHEREAS, the City of Indio (“City”) desires to acquire said Property for public purposes, including but not limited to, constructing and operating the Indio Substation Project; and WHEREAS, a portion of the Property is designated for the Indio Substation Project (“Substation Site”); and
WHEREAS, the remainder of the Property is anticipated to be used for future municipal purposes, including but not limited to, future water well sites (“Well Site”); and WHEREAS, the Substation Site is being conveyed to the City at no cost; and WHEREAS, the Substation Site will be conveyed to the Indio Electric Financing Authority at no cost following the City’s acquisition; and
WHEREAS, the fair market value for the Well Site has been calculated by the City to be Seven Hundred Thirty-Five Thousand Dollars ($735,000); and
WHEREAS, pursuant to Conditions of Approval of Resolution No. 9904 (TTM 37076), Northgate was obligated to install irrigation and landscaping for raised curb medians along the Avenue 42 frontage and dedicate said right-of-way to the City (“Median Project”); and WHEREAS, the Median Project, specifically the improvements for the median, landscaping, and irrigation on Avenue 42 east of Burr Street, has not yet been completed, and as part of this Purchase and Sale Agreement, the City has agreed to perform these improvements in exchange for a dollar-for-dollar credit against the purchase price of the Property in the amount of One Hundred Twenty-Seven Thousand Dollars ($127,000); and
WHEREAS, pursuant to Conditions of Approval of Resolution No. 9226 (TPM 32910) and Resolution No. 9904, Northgate was required to design and construct fully functional traffic

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 180 of 508 signals at the intersections of Avenue 42 and Burr Street, and Indio Boulevard and Burr Street, without reimbursement or contribution from other property owners; and WHEREAS, conditions of approval must be roughly proportional and have an essential nexus to the project being approved; and
WHEREAS, the City Council finds that while Northgate remains responsible for its proportional impact, the previous requirement to fund the entirety of these intersection improvements exceeds its rough proportionality given Northgate’s ownership of only a single corner at each intersection; and
WHEREAS, the City Manager is authorized to enter into a Fair Share Agreement with Northgate for the future installation of a traffic signal at Avenue 42 and Burr Street, which shall replace the full installation requirement under Reso 9226; and WHEREAS, the City Council further finds that Northgate’s revised obligations for the traffic signal at Indio Boulevard and Burr Street have been satisfied through the credits and terms provided in the Purchase and Sale Agreement; and
WHEREAS, Northgate has agreed to provide a further credit to the purchase of the Property in the amount of Seventy-Three Thousand Dollars ($73,000) in consideration of the City Council’s agreement to revise these conditions of approval for the Burr/42 and Burr/Indio intersections; and
WHEREAS, the City will therefore purchase the entire Property from Northgate for a net price of Five Hundred Thirty-Five Thousand Dollars ($535,000); and WHEREAS, the acquisition of this Property is in the best interest of the City and its residents to ensure reliable utility infrastructure and support the public health, safety, and welfare.

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

SECTION 1. Incorporation of Recitals. The City Council hereby finds that the above recitals are true and correct and are incorporated herein as substantive findings of the City Council.

SECTION 2. Approval of Purchase and Sale Agreement. The City Council hereby approves the Purchase and Sale Agreement (“PSA”) between the City of Indio and Northgate Indio LLC for the acquisition of approximately 7.68 acres (APN 606-130-065). The City Council approves the gross purchase price of $735,000, subject to the credits and adjustments set forth in Section 4 below, for a net closing price of $535,000.

SECTION 3. Authorization of Credits and Financial Terms. In accordance with the terms of the PSA, the City Council hereby authorizes the following credits to be applied against the Purchase Price at the close of escrow:

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 181 of 508 (a) Median Project Credit: A credit of $127,000.00 representing the estimated cost of irrigation and landscaping improvements for the Avenue 42 median east of Burr Street, which obligation is hereby transferred from Northgate Indio LLC to the City. (b) Traffic Signal/Proportionality Credit: A credit of $73,000.00 provided by Northgate Indio LLC in consideration of the modification of the traffic signal conditions described in Section 4 of this Resolution.

SECTION 5. Modification of Planning Conditions and Entitlements. The City Council hereby modifies the Conditions of Approval for the Northgate Project (specifically Resolution Nos. 9226 and 9904) as follows:
(a) Median Improvements: Subject to execution and full and complete performance under the PSA, Northgate is hereby relieved of the obligation to construct the irrigation and landscaping improvements for the Avenue 42 median east of Burr Street. The City shall assume responsibility for the performance of these improvements using the $127,000 credit provided herein.
(b) Traffic Signal (Avenue 42 & Burr Street): Subject to execution and full and complete performance under the PSA, the Conditions of Approval for Resolution 9226 and Resolution 9904 are hereby modified to remove the requirement that Northgate construct a fully functional traffic signal at this intersection. In lieu thereof, Northgate shall enter into a "Fair Share Agreement" for its proportional contribution to the future installation of said signal. (c) Traffic Signal (Indio Blvd & Burr Street): Subject to execution and full and complete performance under the PSA, the City Council finds that all other off-site improvements constructed or still obligated by Northgate, satisfies Northgate’s rough proportionality requirements for traffic improvements at this intersection. Northgate is hereby relieved of further obligations regarding the design or construction of a signal at Indio Boulevard and Burr Street.

SECTION 5. Authorization to Execute and Implement. The City Manager is hereby authorized and directed to negotiate final language and execute the Purchase and Sale Agreement, the Fair Share Agreement for the Avenue 42/Burr Street traffic signal, and any and all other documents, including but not limited to escrow instructions, deeds, and certificates of acceptance, as may be necessary to consummate the acquisition of the Property and carry out the intent of this Resolution. The City Manager is authorized to make minor amendments to the structure of the Agreement as may be necessary to finalize the transaction, provided such changes do not increase the net Purchase Price or materially alter the City's obligations.

SECTION 6. Appropriation of Funds. The City Council hereby authorizes the appropriation of $535,000, plus a contingency not to exceed $50,000 for the purchase of the Well Site.

SECTION 7. Authorization to Transfer Substation Site to IEFA. Upon the City’s acquisition of the Property the City Council hereby authorizes the following:

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 182 of 508 (a) Transfer of Interest. The City Manager is authorized and directed to transfer fee title, or such other property interest as may be required, of the approximately 3.45-acre “Substation Site” as depicted in Exhibit A-1 and described in Exhibit A-2 to this Resolution, and as incorporated herein by reference, to the Indio Electric Finance Authority (IEFA) for the development and operation of the Indio Substation Project. (b) Consideration. The City Council finds that the transfer of the Substation Site to the IEFA is for a public purpose and in the best interest of the City’s utility infrastructure, and such transfer may be made for no monetary consideration.
(c) Execution of IEFA Documents. The City Manager is authorized to execute a Grant Deed, Assignment of Rights, process a Parcel Map and/or Lot Line Adjustment, approve easements in favor of the City, IEFA, and/or the Imperial Irrigation District (IID), and any other ancillary documents or agreements necessary to effectuate said transfer to the IEFA, subject to approval as to form by the City Attorney.
(d) Agency Coordination. The City Manager and City Staff are authorized to coordinate with IID to ensure the Substation Site is properly integrated into the IEFA’s capital improvement plan and project site control requirements.

SECTION 8. Effective Date. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED, AND ADOPTED this 4th day of February, 2026. ______________________________
Elaine Holmes, Mayor
ATTEST:
______________________________
Sabdi Sanchez, Director of City Clerk Services

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 183 of 508 Exhibit A-1

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 184 of 508 Exhibit A-2

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 185 of 508

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 186 of 508

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 187 of 508 ‘ ,
‘

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Lines/RetentionArea/IIDStorage
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Parcel:606-130-065
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Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 188 of 508

PURCHASE AND SALE AGREEMENT
between
NORTHGATE INDIO LLC, Seller
and
THE CITY OF INDIO, Purchaser
dated as of
February __, 2026

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 189 of 508 2 TABLE OF CONTENTS
ARTICLE I DEFINITIONS.................................................................................................5 ARTICLE II CONVEYANCE OF THE PROPERTY ..........................................................5 Section 2.01 Subject of Conveyance.........................................................................5 ARTICLE III PURCHASE PRICE AND EARNEST MONEY DEPOSIT............................6 Section 3.01 Purchase Price......................................................................................6 Section 3.02 Payment of Purchase Price..................................................................6 Section 3.03 Earnest Money Deposit........................................................................7 ARTICLE IV INVESTIGATION OF THE PROPERTY ......................................................8 Section 4.02 Other Information..................................................................................9 Section 4.03 Due Diligence Period............................................................................9 Section 4.04 Due Diligence Extension Period........................................................10 Section 4.07 Seller Indemnification.........................................................................11 ARTICLE V ESCROW....................................................................................................12 Section 5.01 Escrow Terms......................................................................................12 Section 5.02 No Liability...........................................................................................13 ARTICLE VI CLOSING...................................................................................................13 Section 6.01 Closing; Closing Date.........................................................................13 Section 6.02 Closing Adjournment..........................................................................14 ARTICLE VII TITLE MATTERS AND REVIEW ..............................................................14 Section 7.01 Title.......................................................................................................14 Section 7.02 Seller Unable to Convey.....................................................................15 Section 7.03 Title as Seller Can Convey.................................................................16 Section 7.04 Unpaid Taxes, Assessments, and Charges......................................17 Section 7.05 Liens and Other Encumbrances........................................................17 Section 7.06 Violations.............................................................................................17 Section 7.07 Other Affidavits or Documents..........................................................17 ARTICLE VIII CLOSING DELIVERIES...........................................................................17 Section 8.01 Seller's Closing Deliverables.............................................................17 Section 8.02 Purchaser's Closing Deliverables.....................................................18 ARTICLE IX CLOSING COSTS......................................................................................19 Section 9.01 Closing Costs......................................................................................19

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 190 of 508 3 ARTICLE X APPORTIONMENTS ..................................................................................20 Section 10.01 Apportionments at Closing..............................................................20 Section 10.02 Property Taxes and Assessments..................................................20 Section 10.04 Operating Costs and Expenses.......................................................21 Section 10.05 Seller's Insurance.............................................................................21 Section 10.06 Post-Closing Adjustments...............................................................21 Section 10.07 Closing Statement.............................................................................21 ARTICLE XI TAX PROCEEDINGS.................................................................................22 Section 11.01 Tax Proceedings...............................................................................22 Section 11.02 Tax Proceedings at Purchaser's Request......................................23 ARTICLE XII SELLER'S COVENANTS..........................................................................23 Section 12.01 Seller's Covenants............................................................................23 ARTICLE XIII REPRESENTATIONS AND WARRANTIES ............................................26 Section 13.01 Seller's Representations and Warranties.......................................26 Section 13.02 Survival of Seller Representations and Warranties.......................31 Section 13.03 Purchaser's Representations and Warranties...............................32 Section 13.04 Bring Down Certificate.....................................................................32 ARTICLE XIV CONDITIONS TO CLOSING...................................................................33 Section 14.01 Conditions to Obligations of Seller.................................................33 Section 14.02 Conditions to Obligations of Purchaser.........................................33 Section 14.03 Failure of Conditions to Closing......................................................34 ARTICLE XV BROKERAGE COMMISSIONS................................................................35 Section 15.01 Purchaser Representation...............................................................35 Section 15.02 Seller Representation.......................................................................35 Section 15.03 Survival..............................................................................................35 ARTICLE XVI AS-IS .......................................................................................................35 Section 16.01 AS-IS, WHERE IS...............................................................................35 Section 16.02 No Warranty or Other Representation............................................35 ARTICLE XVII CASUALTY AND CONDEMNATION......................................................36 Section 17.01 Casualty and Condemnation............................................................36 Section 17.02 Uninsured Loss.................................................................................37 Section 17.03 Underinsured Loss...........................................................................37

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 191 of 508 4 Section 17.04 Waiver of Law....................................................................................38 ARTICLE XVIII DEFAULT BY PURCHASER OR SELLER............................................38 Section 18.01 Purchaser Default.............................................................................38 Section 18.02 Seller's Default..................................................................................39 Section 18.03 Exculpation........................................................................................40 Section 18.04 Survival..............................................................................................40 ARTICLE XIX CONFIDENTIALITY AND PRESS RELEASE .........................................41 Section 19.01 Confidentiality...................................................................................41 Section 19.02 No Press Release; Publicity.............................................................41 Section 19.03 Survival..............................................................................................41 ARTICLE XX GENERAL PROVISIONS .........................................................................41 Section 20.01 Notices...............................................................................................41 Section 20.02 Complete Agreement; Amendments and Modifications; Partial Invalidity; Waivers.....................................................................................................42 Section 20.03 Parties; Third-Party Beneficiary; Assignment of Agreement; Successors and Assigns..........................................................................................43 Section 20.04 1031 Exchange Cooperation............................................................43 Section 20.06 Interpretation and Construction......................................................44 Section 20.07 Days; Performance on a Saturday, Sunday, or Holiday................44 Section 20.08 Time Is of the Essence.....................................................................45 Section 20.09 Governing Law..................................................................................45 Section 20.11 No Survival........................................................................................45 Section 20.12 Attorneys' Fees and Income and Capital Gains Taxes..................45 Section 20.13 Prohibition on Recording.................................................................46

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 192 of 508 5 This PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of the ____ day of February, 2026 (the "Effective Date"), is entered into between NORTHGATE INDIO LLC, a California Limited Liability Company ("Seller"), and the CITY OF INDIO, a municipal corporation ("Purchaser").

RECITALS
WHEREAS, Seller represents that it is the sole owner of the Property with full right, power, and authority to sell the Property; and
WHEREAS, subject to the terms and conditions hereof, Seller desires to sell to Purchaser the Property and Purchaser desires to purchase the Property from Seller.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURPOSE OF AGREEMENT
The primary purposes of this Agreement are to secure real property for essential public infrastructure and to resolve outstanding developer obligations through a negotiated exchange of financial credits. Specifically, the parties enter into this Agreement to: (i) Secure the Substation Site for subsequent transfer to the Indio Electric Finance Authority (IEFA) to support the construction and operation of the Indio Substation Project, ensuring reliable electrical service for the region; (ii) Acquire the Well Site to provide the Indio Water Authority (IWA) with land necessary for future municipal water well and reservoir facilities; and (iii) Provide a definitive resolution to certain outstanding off-site improvement requirements. This is achieved by the City assuming responsibility for the Median Project in exchange for the Median Project Credit and adjusting the traffic signal requirements in exchange for the Traffic Signal Credit, as set forth in Section 10.03.

ARTICLE II

CONVEYANCE OF THE PROPERTY
Section 2.01 Subject of Conveyance. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, all right, title, and interest of Seller in and to the following (collectively referred to herein as the "Property"):
(a) That certain vacant real estate located the City of Indio, County of Riverside, and State of California, as more particularly bounded and described in Exhibit A-1 and depicted in Exhibit A-2 attached hereto and made a part hereof (the "Land"); (b) All rights appurtenant to the Land, if any, including without limitation, any strips and gores abutting the Land, and any land lying in the bed of any street, road, or avenue in front of, or adjoining the Land, to the center line thereof (collectively, the "Appurtenances");

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 193 of 508 6 (c) All other rights, privileges, easements, licenses, appurtenances, and hereditaments relating to the Property;
(d) All plans, specifications, surveys, architectural, and engineering drawings, and other rights relating to the construction of the Property (collectively, the "Plans and Surveys");
(e) Any permit, entitlement, governmental approval, certificate of occupancy, license, or other form of authorization or approval issued by a government agency or authority and legally required for the construction, ownership, operation, and use of the Property to the extent transferable with the sale of the Property (collectively, the "Assumed Permits and Licenses");
(f) Any trademarks, trade names, service marks, logos, and designs related to the Land, and other general intangibles relating to the Land (collectively, the "Intangible Property").

ARTICLE III

PURCHASE PRICE AND EARNEST MONEY DEPOSIT
Section 3.01 Purchase Price. Purchaser shall pay Seller through escrow the sum of SEVEN HUNDRED THIRTY FIVE THOUSAND and 00/100 Dollars ($735,000) (the "Purchase Price"), subject to such apportionments, adjustments, and credits as are provided in Article X.

Section 3.02 Payment of Purchase Price. Purchaser shall pay the Purchase Price as follows:
(a) The sum of ONE THOUSAND and 00/100 Dollars ($1,000) (together with any interest earned thereon, collectively, the "Earnest Money Deposit"), within ten (10) Business Days following the Effective Date, by federal funds wire transfer of immediately available funds to First American Title ("Escrow Holder"). (b) The balance of the Purchase Price in the amount of SEVEN HUNDRED THIRTY-FOUR THOUSAND and 00/100 Dollars ($734,000) (the "Gross Balance") shall be satisfied by Purchaser as follows:
(i) Credits. Purchaser shall receive the following credits against the Gross Balance at the Closing: (A) a Median Project Credit, as defined below in Section

10.03 in the amount of One Hundred Twenty-Seven Thousand and 00/100 ($127,000.00); (B) a Traffic Signal Proportionality Credit, as defined below in Section 10.03 in the amount of Seventy-Three Thousand and 00/100 ($73,000.00); and (C) any other credits or apportionments provided for under the terms of this Agreement.
(ii) Cash at Closing. The remaining net balance of the Gross Balance after application of the credits set forth in subsection (i) above (the “Net Purchase

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 194 of 508 7 Price”) shall be deposited by Purchaser's wire transfer of immediately available federal funds with Escrow Holder on or before the Closing Date. (c) Notwithstanding anything in this Agreement to the contrary, One Hundred Dollars and 00/100 ($100.00) of the Earnest Money Deposit shall be paid to Seller as independent consideration for Seller's performance under this Agreement (the "Independent Consideration"). The Independent Consideration shall be disbursed to Seller immediately following Purchaser's delivery of the Earnest Money Deposit into escrow. The Independent Consideration is independent of and in addition to any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date hereof, is not refundable under any circumstances notwithstanding any other provision of this Agreement to the contrary, and shall be applied against the Purchase Price at Closing.

Purchaser and Seller expressly acknowledge and agree that: (i) the Independent Consideration, plus Purchaser's agreement to pay the costs provided in this Agreement, has been bargained for as consideration for Seller's execution and delivery of this Agreement and for Purchaser's review, inspection, and termination rights during the Due Diligence Period; and (ii) such consideration is adequate for all purposes under any applicable law or judicial decision. In all instances under this Agreement in which Purchaser elects to terminate or is deemed to have terminated this Agreement and Purchaser is entitled to a return of the Earnest Money Deposit pursuant to the terms of this Agreement, Seller shall retain the Independent Consideration and Escrow Holder shall return the balance of the Earnest Money Deposit to Purchaser.

Section 3.03 Earnest Money Deposit.
(a) The Earnest Money Deposit shall be held by Escrow Holder and disbursed in accordance with the terms and conditions of this Agreement. Any interest earned on the Earnest Money Deposit shall be deemed to be part of the Earnest Money Deposit and shall be paid together with the principal portion of the Earnest Money Deposit; provided, however, that if the transaction closes, at the Closing any interest earned on the Earnest Money Deposit shall be credited to Purchaser by applying the same against the Purchase Price.
(b) Subject to Article V, whenever in this Agreement Purchaser is entitled to a return of the Earnest Money Deposit, Purchaser shall be entitled to the return of the Earnest Money Deposit actually being held by Escrow Holder pursuant to this Agreement. Subject to Article V, whenever in this Agreement Seller is entitled to retain the Earnest Money Deposit, Seller shall be entitled to the Earnest Money Deposit actually being held by Escrow Holder pursuant to this Agreement. (c) If Purchaser cancels or terminates this Agreement pursuant to the terms and provisions of this Agreement, Escrow Holder shall, within ten (10) Business Days following its receipt of Purchaser's termination, remit the Earnest Money Deposit to Purchaser and thereafter the parties shall be released from further liability under this Agreement, except as otherwise provided herein.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 195 of 508 8 ARTICLE IV

INVESTIGATION OF THE PROPERTY
Section 4.01 Due Diligence Materials. Within five (5) days after the Effective Date (the "Due Diligence Delivery Date"), Seller shall, if not already made available to Purchaser, deliver, cause to be delivered, or make available, copies of the following documents and materials (collectively, the "Due Diligence Materials"):
(a) A copy of any title policy insuring Seller's ownership interest in the Land and copies of any recorded or unrecorded documents affecting the Property, including, but not limited to, easements, mechanics liens, declarations, and restrictive covenants. (b) A copy of any existing surveys of the Property.
(c) Copies of all working drawings, as-built plans and specifications, or topographical surveys for the Improvements.
(d) Copies of all environmental and hazardous material reports prepared by third parties, all mechanical, electrical, plumbing, civil engineering, drainage, architectural plans, engineering reports, inspections, soil reports, test results, remediation reports, closure letters, correspondence from agencies, and other professional reports or surveys of the Property.
(e) Copies of all governmental permits and approvals, certificates of occupancy, planned development, zoning and other approvals, zoning information, zoning limitations, variances, and waivers in each case regarding the Property. (f) A copy of the property tax assessment and the tax bills with respect to the Property for the prior three (3) fiscal years, and to the extent available, 2025-26, any notices of any real estate tax increase or decrease, and any and all documentation for any tax appeals.
(g) All warranties, guarantees, and indemnities for the Property, together with any work orders for the six (6) months preceding this Agreement relating to expenses at the Property such as security, landscaping, and so on.
(h) All utility bills for the Property for the six (6) months preceding this Agreement.
(i) Seller's insurance certificates and an insurance loss claims history for the three (3) years preceding this Agreement.
(j) A Natural Hazards Disclosure Statement.
(k) All commission agreements.
(l) Copies of all correspondence related to the Leases.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 196 of 508 9 (m) Other materials relating to the physical and environmental condition of the Property.

Section 4.02 Other Information. Seller shall provide Purchaser, upon not less than five (5) Business Days' notice from Purchaser, access to Seller's nonconfidential property management files with respect to the Property and any additional information reasonably requested by Purchaser, at Seller's office located at 42270 Spectrum Street, Indio, CA 92203 for review and copying by Purchaser. In addition, Seller shall promptly and in good faith comply with any reasonable request by Purchaser, during the term of this Agreement for: (a) any updates to the information or documents described in Section 4.01 above; (b) any document, within Seller's possession, pertaining the to the Property, although not included within the documents described in Section 4.01 above; or (c) any information within Seller's knowledge pertaining to the Property.

Section 4.03 Due Diligence Period. Purchaser shall have a period, commencing on the Due Diligence Commencement Date through the date which is FORTY FIVE (45) days thereafter (the "Due Diligence Period"), to conduct or cause to be conducted the following due diligence investigations (collectively, the "Inspections"), including but not limited to: (a) any and all tests, studies, surveys, inspections, interviews of Tenants and Seller's property manager, reviews, assessments, or evaluations of the Property, including engineering, topographic, soils, zoning, wetlands, and environmental inspections (including Phase I and/or Phase II environmental site assessments to be performed by an environmental consultant selected by Purchaser); (b) review the Property including conducting such tests, studies, surveys, or other physical inspections of the Property as Purchaser deems necessary or appropriate in its sole and absolute discretion and all information relating thereto (including the Due Diligence Materials); and (c) the right to contact and interview Tenants and other third parties with respect to the Property whereby: (i) Purchaser shall notify Seller reasonably in advance of any material contact with respect to the Property with the Tenants, or any vendor or governmental authority (other than contacts intended to obtain information that is publicly available or of a ministerial or administrative nature) and shall afford Seller an opportunity to make joint contact with the Tenants, vendors, or governmental authorities; and (ii) Purchaser shall give Seller advance notice of the identity of the company or persons who will perform any Tenant interviews or contacts.

Seller shall cooperate and coordinate with Purchaser to effectuate the same as Purchaser deems necessary, desirable, or appropriate in its sole and absolute discretion, and analysis of the Due Diligence Materials. For the purposes of this Section 4.03, the "Due Diligence Commencement Date" is the date that is the later of: (a) the first day on which each Party has a copy of this Agreement signed by the other Party; or (b) the date on which Seller has delivered, or made available, to Purchaser all the documents and materials listed in Section 4.01 above, which the Seller is required to deliver pursuant to the terms thereof. Purchaser's Inspections may encompass such matters as, without limitation, title and survey (as further provided in Section

7.01 below), environmental conditions, soil conditions, siting, access, traffic patterns, competition, financing, economic feasibility, platting, zoning, leasing status, and matters involving governmental cooperation. If Purchaser is dissatisfied with the Property for any reason or no reason whatsoever, then Purchaser shall have the right to terminate this Agreement upon written notice to Seller delivered at any time prior to 5 p.m. Pacific Time on the last day of the Due Diligence Period, in which event the Earnest Money Deposit shall be returned to Purchaser,

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 197 of 508 10 this Agreement shall terminate, and the parties shall have no further liability hereunder (except with respect to those obligations hereunder which expressly survive the termination of this Agreement). In the event Purchaser does not so notify Seller of its election to terminate this Agreement prior to 5 p.m. Pacific Time on the last day of the Due Diligence Period, Purchaser shall be deemed to have elected to proceed to Closing, subject to the terms and conditions of this Agreement. If Purchaser elects to terminate this Agreement as provided in this Section 4.03, Escrow Holder shall return the Earnest Money Deposit to Purchaser, upon such refund being made this Agreement shall terminate, and the parties shall have no further liability hereunder (except with respect to those obligations hereunder which expressly survive the termination of this Agreement). Notwithstanding anything to the contrary contained in this Agreement, amendments to this Agreement to extend the Due Diligence Period may be agreed upon in writing or email by each party or each party's respective attorney and notices to terminate this Agreement prior to the expiration of the Due Diligence Period may be given by Purchaser as provided in this Agreement or by Purchaser or Purchaser's attorney by fax or by email to Seller and/or Seller's attorney.

Section 4.04 Due Diligence Extension Period. If Purchaser has been proceeding with its Inspections in a diligent manner, and notwithstanding the foregoing, has not completed its Inspections by the expiration of the Due Diligence Period, then Purchaser shall have the right, in its sole and absolute discretion, to extend the Due Diligence Period for an additional FORTY FIVE (45) days (the "Extended Due Diligence Period"), upon written notice to Seller, given on or before the last day of the Due Diligence Period. Notwithstanding anything to the contrary in this Article IV, the Due Diligence Period, as extended, as applicable, by the Extended Due Diligence Period, shall hereinafter be referred to collectively as the "Due Diligence Period." Section 4.05 Purchaser's Access. At any time prior to the Closing (including during the Due Diligence Period), and at all times, subject to Section 4.06, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers, and contractors (collectively, "Purchaser's Representatives") shall have the right to enter upon and pass through the Property to examine and inspect the same, as well as conduct such tests, studies, investigations, and surveys as Purchaser deems necessary, in its sole discretion, to assess utility availability, soil conditions, environmental conditions, physical conditions, and the like of the Property.

Section 4.06 Purchaser's Right to Inspect.
(a) In conducting the Inspections or otherwise accessing the Property, Purchaser shall at all times comply with all laws and regulations of applicable governmental authorities. In connection with such Inspections, neither Purchaser nor any of Purchaser's Representatives shall: (i) unreasonably interfere with or permit unreasonable interference with any person occupying or providing service at the Property; (ii) unreasonably interfere with the business of Seller conducted at the Property or unreasonably disturb the use or occupancy of any occupant of the Property; or (iii) subject to the provisions set forth below in Section 4.06(b), damage the Property. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser's Representatives in furtherance of the foregoing.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 198 of 508 11 (b) Purchaser shall schedule and coordinate all Inspections or other access thereto with Seller and shall give Seller at least one (1) Business Day’s prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. Purchaser agrees to pay to Seller promptly upon demand the reasonable cost of repairing and restoring any damage or disturbance which Purchaser or Purchaser's Representatives shall cause to the Property, other than any damage caused by or resulting from: (i) any acts or omissions of Seller or a Seller-Related Party (collectively, "Seller Conditions"); (ii) any pre-existing, dangerous, illegal, or defective condition of the Property (collectively, "Pre-Existing Conditions"); and/or (iii) any Violations. All inspection fees, appraisal fees, engineering fees, and other costs and expenses of any kind incurred by Purchaser or Purchaser's Representatives relating to such inspection and its other access shall be at the sole cost and expense of Purchaser. (c) The provisions of Section 4.06 shall survive the Closing or any termination of this Agreement.

Section 4.07 Seller Indemnification. Purchaser agrees to indemnify and hold Seller and its disclosed and direct shareholders, officers, directors, trustees, partners, principals, members, employees, agents, affiliates, representatives, consultants, accountants, contractors, and attorneys or other advisors, and any successors or assigns of the foregoing (each, individually, a "Seller-Related Party," and collectively with Seller, the "Seller-Related Parties") harmless from and against any and all losses, costs, damages, liens, claims, liabilities, or expenses (including, but not limited to, Seller's or any Seller-Related Party's reasonable and documented attorneys' fees, court costs, and disbursements but excluding consequential and indirect damages) incurred by Seller or any Seller-Related Parties arising from or by reason of Purchaser's or Purchaser's Representatives' access to, or Inspections of, the Property, except to the extent such losses, costs, damages, liens, claims, liabilities, or expenses are caused by: (i) Seller Conditions; (ii) Pre-Existing Conditions; (iii) Seller or any Seller-Related Party's negligence or willful misconduct; and/or (iii) any Violations. The provisions of this Section 4.07 shall survive for a period of three (3) months following the Closing or earlier termination of this Agreement.

Section 4.08 Natural Hazard Disclosures. Seller is required to disclose if any of the Property lies within the following natural hazard areas or zones: (a) a special flood hazard area designated by the Federal Emergency Management Agency; (b) an area of potential flooding; (c) a very high fire hazard severity zone; (d) a wild land area that may contain substantial forest fire risks and hazards; (e) an earthquake fault or special studies zone; and/or (f) a seismic hazard zone. Purchaser and Seller acknowledge that Seller has employed the services of a Natural Hazard Expert to examine the maps and other information specifically made available to the public by government agencies and has provided a natural hazard disclosure statement prepared by the Natural Hazard Expert (the "Natural Hazard Disclosure Statement") and the report of the Natural Hazard Expert (the "Natural Hazard Report") containing the results of its examination to Purchaser prior to the Effective Date of this Agreement and Purchaser has signed and returned a copy of the Natural Hazards Disclosure Statement to Seller.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 199 of 508 12 ARTICLE V
ESCROW
Section 5.01 Escrow Terms. Escrow Holder shall hold and disburse the Earnest Money Deposit in accordance with the following provisions and subject to the Escrow Instructions:
(a) Escrow Holder shall have the right, but not the obligation, to invest the Earnest Money Deposit in savings accounts, treasury bills, certificates of deposit, or in other money market instruments, or in funds investing in any of the foregoing subject to the approval of Seller and Purchaser.
(b) If the Closing occurs, then Escrow Holder shall deliver the Earnest Money Deposit to Seller.
(c) If Escrow Holder receives a notice signed by Purchaser or Seller (the "Noticing Party") stating that: (i) this Agreement has been cancelled or terminated pursuant to the terms of a specific section of this Agreement giving either Purchaser or Seller the right to terminate this Agreement, and that such Noticing Party is entitled to the Earnest Money Deposit; or (ii) the other Party hereto (the "Non-Noticing Party") has defaulted in the performance of its obligations hereunder, Escrow Holder shall deliver a copy of such notice to the Non-Noticing Party.

The Non-Noticing Party shall have the right to object to such request for the Earnest Money Deposit by notice of objection delivered to and received by Escrow Holder five (5) Business Days after the date of Escrow Holder's delivery of such copy to the Non-Noticing Party, but not thereafter. If Escrow Holder shall not have so received a notice of objection from the Non-Noticing Party pursuant to the terms of the immediately preceding sentence, Escrow Holder shall deliver the Earnest Money Deposit to the Noticing Party. If Escrow Holder shall have received a notice of objection from the Non- Noticing Party within the time herein prescribed, Escrow Holder shall, at its sole option, either: (i) deliver to a court of competent jurisdiction the Earnest Money Deposit; or (ii) retain the Earnest Money Deposit until one of the following events shall have occurred:
(A) the Non-Noticing Party shall have failed to commence an action in a court of competent jurisdiction against the Noticing Party to resolve why the Noticing Party shall not be entitled to the payment of the Earnest Money Deposit within thirty (30) days after delivery of the Noticing Party's notice, by serving a summons and complaint on the Noticing Party and delivering to Escrow Holder a copy thereof, together with an affidavit of service within such period, in which event Escrow Holder shall pay over the Earnest Money Deposit to the Noticing Party; (B) there shall have been served upon Escrow Holder an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Earnest Money Deposit is to be paid out and delivered, in which event Escrow Holder shall deliver the Earnest Money Deposit as set forth in such order or judgment; or (C) Seller and Purchaser shall have delivered to Escrow Holder a joint statement executed by both Seller and Purchaser setting forth the manner in which the Earnest Money Deposit is to be paid out and delivered, in which event Escrow Holder shall deliver the Earnest Money Deposit as set forth in such statement. Escrow Holder shall not be or become liable in any way to any person for its refusal to comply with any

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 200 of 508 13 such requests or demands by Seller and Purchaser until and unless it has received a direction of the nature described above.
(d) Any notice to Escrow Holder shall be sufficient only if received by Escrow Holder within the applicable time period set forth herein. All mailings and notices from Escrow Holder to Seller or Purchaser, or from Seller or Purchaser to Escrow Holder, provided for in this Article V shall be addressed to the Party to receive such notice at its notice address set forth in Section 20.01 of this Agreement (with copies to be similarly sent to the additional persons therein indicated). (e) Notwithstanding the foregoing, if Escrow Holder shall have received a notice of objection as provided for in Section 5.01(c) above within the time therein prescribed, or shall have received at any time before actual disbursement of the Earnest Money Deposit a notice signed by either Seller or Purchaser disputing entitlement to the Earnest Money Deposit or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Earnest Money Deposit (whether or not litigation has been instituted), Escrow Holder shall have the right, upon notice to both Seller and Purchaser to: (i) deposit the Earnest Money Deposit with the clerk of the court in which any litigation is pending; or (ii) take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Holder, including, without limitation, the depositing of the Earnest Money Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Holder shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct.

Section 5.02 No Liability. Escrow Holder is acting hereunder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Holder shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Holder shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Holder is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Holder may assume that any person purporting to give it any notice on behalf of any Party has been authorized to do so. Escrow Holder shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Holder against, any loss, liability, or expense, including reasonable attorneys' fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Holder to itself), arising out of any dispute under this Agreement, including the cost and expense of defending itself against any claim arising hereunder. The provisions of this Section 5.02 shall survive the termination of this Agreement.

ARTICLE VI

CLOSING
Section 6.01 Closing; Closing Date. The closing of the transaction contemplated by this Agreement (the "Closing") shall occur on March 31, 2026 (the "Initial Scheduled Closing

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 201 of 508 14 Date") in accordance with the terms and conditions of this Agreement. The Closing shall occur in escrow, with Seller submitting Seller's Closing Deliverables and Purchaser submitting Purchaser's Closing Deliverables to the Escrow Holder on or prior to 3 p.m. Pacific Time on the Business Day prior to the Closing Date pursuant to Seller's and Purchaser's respective closing instructions to the Escrow Holder, which must be consistent with the terms of this Agreement ("Escrow Instructions"). In the event of any conflict between the provisions of this Agreement and any supplementary instructions, the terms of this Agreement shall control. Notwithstanding the foregoing, the Initial Scheduled Closing Date may be accelerated to a date mutually agreeable to both Purchaser and Seller (such accelerated date, the "Accelerated Closing Date").

Section 6.02 Closing Adjournment.
(a) Purchaser shall be entitled to adjourn the Closing Date one (1) time, by delivering written notice to Seller at least three (3) days prior to the Initial Scheduled Closing Date (or any Accelerated Closing Date or Seller Adjourned Closing Date), to a date no later than April 30, 2026 (such date being referred to herein as the "Purchaser Adjourned Closing Date").
(b) Seller shall have the right, by delivering notice to Purchaser on or before the Initial Scheduled Closing Date, the Accelerated Closing Date, or any Purchaser Adjourned Closing Date, to adjourn such Closing Date as provided in Section 7.02 and Section 21.02 providing Seller the right to adjourn the Closing (including, without limitation, to cure title matters or to obtain consents, approvals, and agreements of third parties as herein specified or to satisfy the Estoppel Condition) for a period of up to thirty (30) days (the "Seller Cure Period") in the aggregate, or such other period of time as otherwise agreed to by Purchaser in writing (any such date to which Seller so adjourns the Closing being referred to herein as a "Seller Adjourned Closing Date"). (c) As used herein, the term "Closing Date" shall mean the date on which the Closing actually occurs, whether such date is the Initial Scheduled Closing Date, Accelerated Closing Date, Purchaser Adjourned Closing Date, or Seller Adjourned Closing Date.

ARTICLE VII

TITLE MATTERS AND REVIEW
Section 7.01 Title.
(a) Purchaser shall, promptly after it executes this Agreement, order a preliminary title report covering the Land (the "Title Commitment"), issued by the Title Company, together with copies of all documents referred to as exceptions therein (the "Title Documents" and, together with the Title Commitment, collectively, the "Title Report"). As a condition to Purchaser's obligation to close, First American Title (the "Title Company") shall issue to Purchaser, and Purchaser shall accept, without payment of an extraordinary premium, an owner's policy of title insurance with extended coverage in an amount not less than the Purchase Price, insuring that the entire fee simple title to

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 202 of 508 15 the Property is vested in Purchaser, subject only to the Permitted Exceptions (the "Title Insurance Policy").
(b) The Property shall be sold, assigned, and conveyed by Seller to Purchaser, and Purchaser shall accept and assume same, subject only to the following matters (collectively, the "Permitted Exceptions"):
(i) Nondelinquent real property taxes and special assessments. (ii) Exceptions listed on the Title Commitment that are approved by Purchaser.
(c) Following Purchaser's receipt of the Title Report (or any subsequent update thereof), Purchaser shall have ten (10) days after Purchaser's receipt of thereof (unless an additional matter shown on such subsequent update first arises on the Closing Date, in which event notice of same may be given on the Closing Date and the Closing Date shall be extended day for day without the need for additional action by either party), to provide Seller or Seller's attorney with written objections (each, a "Title Objection," and collectively, hereinafter, the "Title Objections") to those matters (except for the Permitted Exceptions) shown in: (i) Schedule B of the Title Commitment; (ii) any search included in the Title Commitment; (iii) the Title Documents; or (iv) any Survey. Except for those items that Seller is obligated to cure pursuant to the terms of this Agreement, any such matter not the subject of a timely Title Objection shall be deemed a Permitted Exception. Notwithstanding anything to the contrary contained herein, Purchaser shall have no need to object to any Mandatory Title Removal Items, which Mandatory Title Removal Items shall be automatically deemed Title Objections pursuant to this Section

7.01. Section 7.02 Seller Unable to Convey.
(a) Seller shall use best efforts to eliminate all Title Objections by the Closing Date.
(i) If Seller is unable to eliminate any Title Objection by the Closing Date (in which event the provisions of Section 6.02 shall apply), Seller shall provide written notice of same to Purchaser and then, unless the same is waived by Purchaser in writing, in its sole and absolute discretion, Purchaser may: (A) accept the Property subject to such Title Objection with no adjustment to the Purchase Price, in which event: (x) such Title Objection shall be deemed to be, for all purposes, a Permitted Exception; (y) Purchaser shall close hereunder notwithstanding the existence of same; and (z) Seller shall have no obligations whatsoever after the Closing Date with respect to Seller's failure to cause such Title Objection to be eliminated; or (B) terminate this Agreement upon notice to Seller on or prior to the Closing Date, in which event Purchaser shall be entitled to a return of the Earnest Money Deposit. If Purchaser shall fail to deliver the termination notice in accordance with clause (B), Purchaser shall be deemed to have made the election under clause (A) herein. Upon the giving of any

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 203 of 508 16 termination notice under clause (B), this Agreement shall terminate and neither Party hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof. (ii) Notwithstanding anything to the contrary contained herein, if Seller is unable to eliminate the Title Objections (other than the Mandatory Title Removal Items) by the Closing Date, unless the same are waived by Purchaser, pursuant to the terms of Section 7.02(a)(i), Seller may, upon at least five (5) Business Days' prior written notice to Purchaser, adjourn the Closing Date, pursuant to Section 6.02(b) of this Agreement, in order to attempt to eliminate such Title Objections.
(iii) If Seller shall have adjourned the Closing Date in order to cure Title Objections in accordance with the provisions of Section 7.02(a)(ii), Seller shall, upon the satisfactory cure thereof, promptly reschedule the Closing Date, provided, however, in no event shall Seller be entitled to reschedule for a period or periods in excess of the Seller Cure Period.
(b) Notwithstanding anything in Section 7.01 to the contrary, Seller shall be required to cause to be released, satisfied, and removed of record as of the Closing Date:
(i) any Title Objections which have been voluntarily recorded or otherwise placed, or permitted to be placed, by Seller against the Property on or following the date hereof (other than with the prior written approval of Purchaser which approval shall not be unreasonably withheld, conditioned, or delayed with respect to the granting or denial of Purchaser's approval in connection with requests for instruments to be recorded for the benefit of any utility or governmental authority but in all other cases in Purchaser's sole and absolute discretion); and (ii) any deeds of trust, security instruments, financing statements, or other instruments which evidence or secure indebtedness, judgments and liens against the Property, including, without limitation, mechanics liens, tax liens, and real estate taxes, water rates, garbage hauling fees, and sewer rents and taxes, in each case, which are due and payable but which remain unpaid or of record as of the Closing Date (subclauses (i) and (ii), collectively, the "Voluntary Liens"); or (iii) any Title Objections which would not constitute Voluntary Liens, but which can be removed by the payment of a liquidated sum of money (items set forth in this subclause (iii), collectively, "Monetary Liens"; and, together with the Voluntary Liens, the "Mandatory Title Removal Items"). Seller shall be obligated to take any such action as is required on the part of Seller to have such Monetary Liens removed from the Title Commitment by the Title Company. If Seller fails to discharge and remove of record any Mandatory Title Removal Items on or prior to the Closing Date, at Purchaser's election, such failure shall constitute a failure of a closing condition pursuant to Section 14.03(b) and Purchaser shall be entitled to such remedies as are set forth in Section 18.02.

Section 7.03 Title as Seller Can Convey. Notwithstanding anything in Section 7.01 and Section 7.02 above to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof or any claim against Seller. The acceptance of the Deed by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 204 of 508 17 performed under this Agreement, except for such matters which are expressly stated to survive the Closing hereunder.

Section 7.04 Unpaid Taxes, Assessments, and Charges. The amount of any unpaid taxes, assessments, water and sewer charges, and garbage hauling fees which Seller is obligated to pay and discharge may, at the option of Seller, be paid by Purchaser out of the balance of the Purchase Price, if bills therefor, with any interest and penalties thereon figured to said date, are furnished to or obtained by the Title Company at the Closing and the Title Company omits same as an exception to its Title Insurance Policy.

Section 7.05 Liens and Other Encumbrances. Notwithstanding anything to the contrary contained in this Article VII, if the Property shall, at the time of the Closing, be subject to any liens (such as for judgments or transfer, inheritance, estate, franchise, license, or other similar taxes), encumbrances, or other title exceptions which would be grounds for Purchaser to object to title hereunder, the same shall not be deemed a Title Objection provided that, at the time of the Closing, either: (a) Seller pays at the Closing the amount required to satisfy the same and delivers to Purchaser or the Title Company at the Closing, instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit same as an exception to its Title Insurance Policy) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments; or (b) the Title Company shall otherwise issue or bind itself to issue a policy, acceptable in all respects to Purchaser in its sole and absolute discretion, which shall insure Purchaser against collection thereof from or enforcement thereof against the Property.

Section 7.06 Violations. Seller shall pay all fines and penalties assessed against the Property and shall cure all violations of law, or municipal ordinances, orders, designations, or requirements whatsoever noted in or issued by any federal, state, municipal, or other governmental department, agency, or bureau, or any other governmental authority having jurisdiction over the Property, including, but not limited to, any issues raised or violations discovered by an inspection of the Property or any condition or state of repair or disrepair of the Property, whether or not noted, which, if noted, would result in a violation being placed on the Property (collectively, "Violations").

Section 7.07 Other Affidavits or Documents. Upon request by Purchaser, Seller shall deliver any such affidavits and documentary evidence as are reasonably required by the Title Company and customarily delivered by sellers in Riverside County in order to issue the Title Insurance Policy to Purchaser free and clear of matters other than the Permitted Exceptions.

ARTICLE VIII

CLOSING DELIVERIES
Section 8.01 Seller's Closing Deliverables. No later than one (1) Business Day prior to the Closing Date, Seller shall deliver or cause to be delivered to the Escrow Holder, one (1) original (unless otherwise indicated) of the following (collectively, the "Seller's Closing Deliverables"):

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 205 of 508 18 (a) One (1) original grant deed (the "Deed") in substantially the form of Exhibit C attached hereto and made a part hereof, duly executed by Seller with the appropriate acknowledgment form and otherwise in a proper form for recording conveying to Purchaser the Property as required by the terms of this Agreement. (b) One (1) original notice to each vendor under the Assumed Contracts, if required by the terms of such Assumed Contracts.
(c) One (1) original affidavit executed by Seller and stating its taxpayer identification number for federal income tax purposes and affirming that Seller is not a foreign person within the meaning of Section 1445, et seq. of the Internal Revenue Code (the "FIRPTA Certificate") and a Franchise Tax Board Form 593 ("FTB Board Form 593"), duly executed by Seller.
(d) Originals or, if originals are not in the possession or control of Seller, copies of all Assumed Contracts, together with all correspondence related thereto in Seller's possession or under Seller's control.
(e) A consent of the member or manager of Seller authorizing the transaction contemplated hereby and the execution and delivery of the documents required to be (f) A written certificate from Seller stating that all representations and warranties contained in Section 13.01 remain, as of the Closing Date, true, correct, and complete in all material respects as when first made hereunder (the "Bring Down Certificate").
(g) Originals, or copies certified by Seller as being complete, of all applicable bills, invoices, utility readings, and other items that shall be prorated as of the Closing Date.
(h) Such documents, affidavits, and indemnities required by Section 7.01 to permit the Title Company to deliver the Title Insurance Policy. (i) An original owner's affidavit in a form reasonably acceptable to Purchaser and to the Title Company to issue the Title Policy, duly executed by Seller. (j) An original or electronically signed copy of the Closing Statement prepared by Escrow Holder, executed by Seller.
(k) All other documents reasonably necessary or otherwise required by Escrow Holder or the Title Company to consummate the transactions contemplated by this Agreement, including, without limitation, such evidence or documents as may be reasonably required by the Title Company relating to and sufficient to delete any exceptions for: (i) mechanics or materialmen's liens; and (ii) parties in possession.

Section 8.02 Purchaser's Closing Deliverables. No later than one (1) Business Day prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Escrow Holder in Escrow one (1) original (unless otherwise indicated) of the following, except for the balance

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 206 of 508 19 of the Purchase Price which, at Purchaser's election, can be delivered to the Escrow Holder in escrow on the Closing Date (collectively, the "Purchaser's Closing Deliverables"):
(a) The balance of the Purchase Price as set forth in Section 3.01, as adjusted for apportionments pursuant to Article X of this Agreement. (b) A California Preliminary Change of Ownership Report ("PCOR"), duly executed by Purchaser.
(c) A consent of the City Manager of Purchaser authorizing the transaction contemplated hereby and the execution and delivery of the documents required to be executed and delivered hereunder.
(d) Such evidence as the Title Company may require as to the authority of the person or persons executing documents on behalf of Purchaser. (e) An original or electronically signed copy of the Closing Statement prepared by Escrow Holder executed by Purchaser.
(f) All other documents reasonably necessary or otherwise required by Escrow Holder or the Title Company to consummate the transactions contemplated by this Agreement.

ARTICLE IX

CLOSING COSTS
Section 9.01 Closing Costs.
(a)Seller's Closing Costs. Seller shall pay: (i) all recording charges; (ii) that portion of the Title Policy premium for standard ALTA owner's title insurance policy coverage; (iii) all documentary transfer taxes assessed by the County of Riverside and any transfer taxes assessed by the City of Indio, in connection with the recordation of the Deed; and (iv) the Escrow Holder's fee. In addition, Seller shall pay outside of escrow all legal and professional fees and costs of attorneys and other consultants and agents retained by Seller.
(b)Purchaser's Closing Costs. Purchaser shall pay: (i) the additional Title Policy premium for ALTA extended coverage and any title endorsements if requested by Purchaser; and (ii) all charges incurred by Purchaser for any update to the Survey required by Purchaser and the Title Company. Purchaser shall pay outside of Escrow all costs and expenses related to the Inspections, and all legal and professional fees and costs of attorneys and other consultants and agents retained by Purchaser.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 207 of 508 20 ARTICLE X

APPORTIONMENTS
Section 10.01 Apportionments at Closing. The Parties shall prorate the following as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date (the "Apportionment Date") on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a three hundred sixty-five (365) day year:
(a) Real property taxes and assessments (including, without limitation, any assessments relating to Permitted Title Exceptions, business improvement district assessments, or similar charges), water rates and charges, and sewer taxes not otherwise payable directly to the taxing authority by any Tenant under a Lease, in accordance with the terms of Section 10.02 below.
(b) All water, sewer, garbage hauling fees, electric, telephone, fuel, and other utility charges based on the last ascertainable bill unless meter readings are made as of the Closing Date, in which case such meter readings shall govern. If the apportionment is not based on an actual current reading, but rather the last ascertainable bill, then upon the taking of a subsequent actual reading, the parties shall readjust such apportionment and Seller shall deliver to Purchaser or Purchaser shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. (c) Any charges or fees for transferable licenses and permits for the Property. (d) Any amounts prepaid or payable by the Seller of the Property under the Assumed Contracts.
(e) All other costs and expenses of operating the Property customarily apportioned in connection with sale of vacant land substantially similar to the Property in the City of Indio, and County of Riverside, California.

Section 10.02 Property Taxes and Assessments.
(a) General real estate taxes and assessments levied or assessed against the Property for the tax year in which the Closing occurs shall be prorated as of the Closing Date based upon one hundred ten percent (110%) of the most recent ascertainable taxes, but the parties agree to reprorate when the actual amount of taxes for such years becomes known. All real and personal property taxes levied or assessed with respect to any tax years which are due prior to the Closing, including without limitation any supplemental or escape tax assessments, shall be paid by Seller at or prior to the Closing. This provision shall survive the Closing Date.
(b) If as of the Closing Date the Property or any portion thereof shall be affected by any special or general assessments which are or may become payable in installments of which the first installment is then a lien and has become payable, Seller

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 208 of 508 21 shall pay the unpaid installments of such assessments which are due prior to the Closing Date.

Section 10.03 Specific Purchase Price Credits. At the Closing, the Purchase Price shall be adjusted by the following credits provided by Seller to Purchaser (collectively, the "Seller Credits"):
(a) Median Project Credit. A credit in the amount of One Hundred Twenty-Seven Thousand and 00/100 Dollars ($127,000.00) (the “Median Project Credit”). The Median Project Credit represents the agreed-upon cost for the irrigation and landscaping improvements for the Avenue 42 median east of Burr Street (the "Median Project") as required under the Planning Approvals. In consideration of the Median Project Credit, Purchaser shall assume all responsibility for the performance and cost of the Median Project, and Seller shall be relieved of any further obligation to construct or fund said improvements.
(b) Traffic Signal Proportionality Credit. A credit in the amount of Seventy-Three Thousand and 00/100 Dollars ($73,000.00) (the “Traffic Signal Credit”). The Traffic Signal Credit is granted in consideration of the City's agreement to modify the traffic signal conditions of approval for the intersections of Avenue 42 and Burr Street, and Indio Boulevard and Burr Street, as set forth in Resolution No. 10545.

Section 10.04 Operating Costs and Expenses. All operating costs and expenses accrued before the Closing Date (including, but not limited to, utility charges for the Land) shall be paid by Seller on or before the Closing Date or promptly upon receipt of applicable statements. All operating costs and expenses accruing on or after the Closing Date shall be paid by Purchaser.

Section 10.05 Seller's Insurance. Seller shall not be required to assign any policies of insurance in respect of the Property to Purchaser, and Purchaser shall be responsible for obtaining its own insurance as of the Closing Date.

Section 10.06 Post-Closing Adjustments.
(a) To the extent that the amounts of any required prorations cannot be identified with reasonable certainty prior to the Closing Date, the prorations shall be made as soon as reasonably practicable after the Closing but in no event more than thirty (30) days thereafter. Refunds to Seller or Purchaser shall be made outside of escrow as soon as is reasonably practicable after identification, but in no event more than sixty (60) days after the Closing Date.
(b) All water, electric, sewer, garbage hauling fees, telephone, fuel, and other utility charges that were prorated as of the Closing Date based on the last ascertainable bill shall be adjusted and prorated as of the Closing Date upon receipt (following the closing) of the actual statements for said utilities.

Section 10.07 Closing Statement. At least two (2) Business Days prior to the Closing Date, the parties shall agree upon all the prorations to be made and submit that information to

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 209 of 508 22 Escrow Holder. At least one (1) Business Day prior to the Closing Date, Escrow Holder shall prepare and deliver for Seller's and Purchaser's review and approval a final closing statement for each party reflecting the prorations and adjustments agreed to by Seller and Purchaser, together with all remaining charges, credits, and adjustments and the balance of the Purchase Price due Seller (each, a "Closing Statement"). In the event that any prorations, apportionments, or computations made under this Article X require final adjustment, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.

Section 10.08 Disbursements and Other Actions by Escrow Holder. At the Closing, Escrow Holder shall promptly undertake all the following in the manner indicated:
(a) Record the Deed in the Official Records of Riverside County, California (the "Official Records") with no intervening liens between the effective date of the Title Commitment and the recording of the Deed;
(b) Disburse the funds deposited with Escrow Holder in accordance with each party's respective Closing Statement;
(c) Deliver to Purchaser (i) a conformed copy of the Deed showing the applicable recording information thereon; (ii) a copy of the final Closing Statement; and (iii) originals (or copies where originals are not available) of each of the other non- recorded documents submitted into escrow by Purchaser and Seller; and (d) Deliver to Purchaser the Title Policy.

Section 10.09 Survival. The provisions of this Article X shall survive the Closing or the earlier termination of this Agreement, provided, however, that any reprorations or reapportionments shall be made as and when required under Section 10.06 hereof. Any corrected adjustment or proration shall be paid by wire transfer of immediately available funds to the Party entitled thereto.

ARTICLE XI

TAX PROCEEDINGS
Section 11.01 Tax Proceedings. If any proceedings for the reduction of the assessed valuation of the Property ("Tax Proceedings") relating to any tax years ending prior to the current tax year of 2025-26 are pending at the time of the Closing, Seller reserves and shall have the right to continue to prosecute or settle the same in Seller's sole discretion at no cost or expense to Purchaser, and any refunds or credits due for the periods prior to Purchaser's ownership of the Property shall remain the sole property of Seller. Seller shall pay any and all fees due and payable to tax appeal counsel for any Tax Proceedings initiated by Seller regardless of whether any of the fees are due or payable after the Closing. From and after the date hereof until the Closing, Seller is hereby authorized to commence any new Tax Proceedings or continue any Tax Proceedings, and in Seller's sole discretion at its sole cost and expense to litigate or settle same; provided, however, that Purchaser shall be entitled to that portion of any refund or

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 210 of 508 23 future tax benefit relating to the period occurring after the Closing after payment to Seller of all costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, actually incurred by Seller in obtaining such refund or in obtaining any future tax benefits including benefits based on decreases in assessed valuation.

Section 11.02 Tax Proceedings at Purchaser's Request. Notwithstanding the foregoing, at Purchaser's sole cost and expense, Purchaser shall have the right to request that Seller commence any new Tax Proceeding that Purchaser reasonably believes is consistent with the practices of a reasonably prudent landowner. Purchaser shall deliver to Seller, reasonably promptly after request therefor, receipted tax bills and cancelled checks used in payment of such taxes and shall execute any and all consents or other documents and do any act or thing reasonably necessary for the collection of such refund by Seller.

Section 11.03 Survival. The provisions of this Article XI shall survive the Closing.

ARTICLE XII

SELLER'S COVENANTS
Section 12.01 Seller's Covenants. Seller covenants that:
(a) During the period from the Effective Date until the Closing Date, Seller shall:
(i) Be permitted to enter into any agreements with respect to all or any portion of the Property provided that such agreements expire by their terms on or prior to the Closing Date or, in accordance with their terms, would not be effective following the Closing Date, or, in the case of Service Contracts, may be terminated by the owner of the Property with immediate effect upon written notice and without penalty;
(ii) Maintain in full force and effect the insurance policies currently in effect with respect to the Property (or replacements continuing similar coverage); (iii) Operate and manage the Property in a manner consistent in all material respects with past practice but in any event shall perform its obligations under agreements of Seller relating to the Property in all material respects; (iv) Promptly deliver to Purchaser copies of all written notices of Violations and promptly notify Purchaser of all judgments, claims, and litigation affecting Seller or any part of the Property;
(v) Promptly notify Purchaser of the institution of any litigation, arbitration, administrative hearing before any court or governmental agency concerning or affecting the Seller or the Property, and of any such proceedings which are to Seller's knowledge threatened after the date hereof;

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 211 of 508 24 (vi) Promptly after the delivery or receipt thereof, deliver to Purchaser copies of all notices concerning Seller or the Property, which relate to releases of Hazardous Materials affecting the Property or any actual or threatened condemnation of the Property or any portion thereof given by or on behalf of any federal, state, or local agency, and copies of all other correspondence sent, filed, served on, or received by Seller from any federal, state, or local agency affecting the Property from and after the Effective Date;
(vii) Not settle or compromise or agree to any settlement or compromise of any insurance or condemnation claim or award without the prior written consent of Purchaser, which may be granted or withheld in Purchaser's sole and absolute discretion except in the case of an emergency; (viii) Cause the Property to be maintained in substantially the same manner as prior to the date of this Agreement pursuant to Seller's normal course of business. Seller shall not cause or make any new improvements or alterations to the Property; and
(ix) Pay all utility and other service charges accrued through the date of Closing.
(b) During the period from the Effective Date until the Closing Date, Seller shall not, to the extent the same would be binding on or affect the Property or any owner thereof after the Closing, and except as permitted under Section 12.01(a), without Purchaser's prior written approval, which approval may be given or withheld in its sole and absolute discretion:
(i) Enter into any lease or consider any proposal for a new lease; (ii) Enter into any new Brokerage Agreement;
(iii) Except as permitted under Section 12.01(a), amend, modify (other than nonmaterial amendments or modifications), terminate, or renew any of the Assumed Contracts;
(iv) Except as permitted under Section 12.01(a), enter into any new Service Contracts;
(v) Affirmatively (whether by action or inaction) subject the Property to any additional liens, encumbrances, covenants, or easements; (vi) Enter into any agreement which would require the consent of a third party to consummate any of the transactions contemplated by this Agreement;
(vii) Sell, transfer, encumber, or change the status of title of all or any portion of the Property;

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 212 of 508 25 (viii) Change or attempt to change, directly or indirectly, the current zoning of the Property;
(ix) Cancel, amend, or modify any certificate, approval, license, or permit held by Seller with respect to the Property or any part thereof which would be binding upon Purchaser after the Closing;
(x) Take any action in respect of any litigation or proceeding in respect of the Property which shall have a Material Adverse Effect on the Property; provided, however, nothing shall preclude Seller from filing appropriate pleadings prior to the answer date or pursuant to an order of the court or administrative body. In the event Seller shall take any action in respect of any litigation or proceeding in respect of the Property, Seller shall indemnify and hold harmless Purchaser from and against any and all loss, liabilities, costs, damages, expenses, assessments, and penalties (including without limitation, attorneys' fees) incurred by Purchaser as a result of any such litigation or proceeding. The foregoing indemnity shall survive the Closing without any restriction or limitation; or
(xi) Transfer or grant options to purchase, any development rights, including air rights, applicable to the Property; make any filings with any governmental agency or department for any construction on the Property; subject the Property to any additional liens, encumbrances, covenants, or easement (whether by action or inaction), sell, transfer, encumber, or change the status of title of all or any portion of the Property; change or attempt to change, directly or indirectly, the current zoning of the Property; and cancel, amend, or modify any certificate, approval, license or permit held by Seller with respect to the Property or any part thereof which would be binding upon Purchaser after the Closing. (c) From and after the Effective Date, Seller shall not make any capital improvements or alterations or changes to the Property except those necessary to prevent loss of life, personal injury, or property damage in emergency situations. (d) On or before the Closing Date, Seller shall, at its sole cost and expense, terminate all Service Contracts, except for any Service Contracts which Purchaser elects (in its sole discretion) to assume, by written notice to Seller on or before the Closing Date (all such Service Contracts which Purchaser elects to assume, together with any new Service Contracts entered into by Seller in accordance with this Section 12.01 which Purchaser elects to assume, collectively, the "Assumed Contracts"). Seller shall indemnify, defend, and hold Purchaser and the other Purchaser-Related Parties harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs, and expenses (including without limitation, reasonable attorneys' fees) in connection with any liability arising under or in any way relating to the Service Contracts (other than the Assumed Contracts), the termination thereof, and the release by the counterparty thereto.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 213 of 508 26 (e) Seller shall cooperate and use all commercially reasonable efforts to effectuate the transition of the Property, and its operation, to Purchaser. (f) At the Closing, the Property shall be free and clear of all liens, charges, encumbrances, deeds of trust, pledges, security interests, easements, agreements and other interests, adverse claims, and title matters, except as otherwise provided in this Agreement.
(g) All contractors, suppliers, and others who have performed services or labor or have supplied materials in connection with Seller's development, ownership, or management of the Property have been or by Closing shall be paid in full or arrangements reasonably satisfactory to Purchaser shall be made for payment thereafter to the extent the same is not yet due or is being contested in good faith, and all liens arising therefrom have been or by Closing shall be satisfied and released or affirmatively insured over by the Title Company.

ARTICLE XIII

REPRESENTATIONS AND WARRANTIES
Section 13.01 Seller's Representations and Warranties.

The matters set forth in this Section 13.01 constitute representations and warranties by Seller, made as of the date hereof, and which are now and shall continue to be true, complete, and correct up to and including the Closing Date. Seller hereby covenants, represents, and warrants to Purchaser that:
(a) All the documents and information required to be delivered to Purchaser pursuant to Section 4.01 have been or shall be so delivered without alteration or omission.
(b) Seller is a limited liability company duly formed and in good standing under the laws of the State of California and has the requisite power and authority to enter into and to perform the terms of this Agreement. Seller is not subject to any law, order, decree, restriction, or agreement that prohibits or would be violated by this Agreement, or the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by all requisite action of Seller. This Agreement constitutes, and each document and instrument contemplated hereby to be created and delivered by Seller, when executed and delivered, shall constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its respective terms (subject to bankruptcy, reorganization, and other similar laws affecting the enforcement of creditors' rights generally).
(c) Seller has full right, power, and authority to enter into and perform all the obligations required of Seller under this Agreement, including, without limitation, transferring the Property to Purchaser without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 214 of 508 27 (d) Neither the execution, delivery, and performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller to obtain any consent, authorization, approval, or registration under any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon Seller.
(e) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder, as amended (collectively, the "Internal Revenue Code") and is fully exempt from withholding pursuant to FTB Board Form 593.
(f) Seller has good and indefeasible title in fee simple to the Property. The Property has not been assigned or conveyed to any party. Seller has the right to convey the Property pursuant to the terms of this Agreement. No Person (other than Purchaser pursuant to this Agreement) has a right to acquire any interest in the Property. Seller shall transfer the Property to Purchaser free and clear of all liens or other encumbrances at the Closing subject only to the Permitted Exceptions.
(g) There are no judgments presently outstanding and unsatisfied against Seller or the Property. Neither Seller nor the Property is involved in any litigation at law or in equity, or any other proceeding before any court, or by or before any governmental or administrative agency, whether relating to the transaction contemplated hereby or otherwise, and no such litigation or proceeding is threatened or pending but not yet served against Seller or the Property.
(h) Seller has not: (i) filed any voluntary or had involuntarily filed against it in any court or with any governmental body pursuant to any statute either of the US or of any US state, a petition in bankruptcy or insolvency or seeking to effect any plan or other arrangement with creditors, or seeking the appointment of a receiver; (ii) had a receiver, conservator, or liquidating agent or similar person appointed for all or a substantial portion of its assets; (iii) suffered the attachment or other judicial seizure of all, or substantially all its assets; (iv) given notice to any person or governmental body of insolvency; or (v) made an assignment for the benefit of its creditors or taken any other similar action for the protection or benefit of its creditors. Seller is not insolvent and shall not be rendered insolvent by the performance of its obligations under this Agreement. (i) The Property complies with all applicable statutes, laws, ordinances, rules, regulations, requirements, and codes, including, without limitation, those regarding zoning, building, landmark designation, fire, health, safety, environmental, subdivision, water quality, sanitation controls, and the Americans with Disabilities Act ("Laws") of all federal, state, county, city, municipal, and other governmental departments and authorities (separately and collectively, the "Authorities") having jurisdiction over, against, or affecting the Property on the Closing Date. Seller has not received written notice of any, and there are no Violations of any Laws, municipal ordinance, order, requirement, similar rules, and regulations relating or applicable to the ownership, use, and operation of the Property as it is now operated, or other licenses or permits, which remain uncured. All governmental or quasi-governmental occupancy and use permits,

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 215 of 508 28 licenses, consents, approvals, permits, authorizations, certificates, and other requirements of the Authorities necessary or required for the continued use and operation of the Property for the purposes for which the same are intended (collectively, "Approvals"), if any, have been unconditionally and finally issued and paid for and are in full force and effect in accordance with the respective terms thereof. All work or conditions required to be performed or fulfilled pursuant to the Approvals (on or off-site) have been fully performed in accordance with the requirements thereof and the Property fully complies with the Approvals.
(j) There are no pending or contemplated zoning changes, variances, special zoning exceptions, conditions, or agreements affecting, or potentially affecting the Property or any part thereof.
(k) The streets, roads, highways, and avenues in front of or adjoining any part of the Property have been dedicated to the proper municipal authority and such municipal authority has accepted such dedication.
(l) The Property is an independent unit which does not rely on any drainage, sewer, access, structural, or other facilities located on any property not included in the legal description of the Property: (i) to fulfill any zoning, building code, or other municipal or governmental requirement; (ii) for structural support; (iii) to furnish the Property any essential building systems or utilities; or (iv) to fulfill the requirements of any agreement affecting the Property. The Property is located within a single tax lot. (m) There are no pending or, contemplated, or threatened condemnation or eminent domain proceedings against Seller, the Property, or any part thereof. (n) Seller has not filed a tax appeal for the Property and no tax appeal is currently pending for the Property.
(o) The Property consists of a single legal lot or parcel. The Property is not encumbered by a declaration or other agreement transferring any development rights or air rights appurtenant to the Property to any other property. The Property is in compliance with all applicable zoning ordinances. Seller has not: (i) transferred or granted any options to purchase any development rights, including air rights, applicable to the Property; and (ii) made any filings with any municipal agency or department for any construction on the Property.
(p) Seller has not placed any, and to Seller's knowledge, there are no Hazardous Materials installed, stored in, or otherwise existing at, on, in, or under the Property in violation of any Environmental Laws. "Hazardous Materials" means any pollutants, contaminants, hazardous, dangerous or toxic chemicals, materials, substances or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms may be used in any Environmental Laws, any other substances regulated because of their effect or potential effect on public health and the

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 216 of 508 29 environment, including mold pursuant to California Health & Safety Code § 26140, lead paint, putrescible materials, and methamphetamine contamination pursuant to California Health & Safety Code § 25400.28 (but excluding solvents, cleaning fluids, and other lawful substances used in the ordinary operation and maintenance of the Property). "Environmental Laws" means, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §§ 11001 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 5101 et seq.), the California Hazardous Waste Control Law (California Health & Safety Code §§ 25100 et seq.), the Porter-Cologne Water Quality Control Act (California Water Code §§ 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health & Safety Code §§ 25249.5 et seq.), as the same are amended, any other applicable federal, state, and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all the aforementioned laws, and other federal, state, and local environmental laws, rules, statutes, codes, ordinances, regulations, common law, orders, regulatory directives, guidance documents, consent decrees, permits, and other requirements of governmental authorities governing or relating to the transportation, protection, preservation, conservation, or regulation of Hazardous Materials or the environment.
(q) There are no underground or above ground storage tanks on the Property, in use or abandoned, and no such tanks have been removed during Seller's ownership of the Property except in strict compliance with all laws, ordinances, and regulations regarding such removal. Seller has delivered to Purchaser true, correct, and complete copies or originals of any and all reports, studies, written commentaries, test results, and investigations in Seller's possession or under its control, relating to the environmental condition of the Property.
(r) Seller hereby represents and warrants to Purchaser that Seller: (i) is in compliance with the Office of Foreign Assets Control's ("OFAC") sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act, 12 U.S.C. § 95(a) et seq., and the International Emergency Economic Powers Act, 50 U.S.C. § 1701, et seq., as the same apply to it or its activities; (ii) is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time (the "Patriot Act") and all rules and regulations promulgated under the Patriot Act applicable to Seller; and (iii) (A) is not now, nor has ever been, under investigation by any governmental authority for, nor has been charged with or convicted of a crime under, 18 U.S.C. §§ 1956 or 1957 or any predicate offense thereunder; (B) has never been assessed

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 217 of 508 30 a civil penalty under any anti-money laundering laws or predicate offenses thereunder; (C) has not had any of its funds seized, frozen, or forfeited in any action relating to any anti-money laundering laws or predicate offenses thereunder; (D) has taken such steps and implemented such policies as are reasonably necessary to ensure that it is not promoting, facilitating or otherwise furthering, intentionally or unintentionally, the transfer, deposit, or withdrawal of criminally derived property, or of money or monetary instruments which are (or which Seller suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be used to promote or further any illegal activity; and (E) has taken such steps and implemented such policies as are reasonably necessary to ensure that it is in compliance with all laws and regulations applicable to its business for the prevention of money laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its operations, and that such steps include the development and implementation of an anti- money laundering compliance program within the meaning of Section 352 of the Patriot Act, to the extent such a party is required to develop such a program under the rules and regulations promulgated pursuant to Section 352 of the Patriot Act. (s) Seller represents and warrants to Purchaser that neither Seller nor any other person owning a direct or indirect, legal or beneficial interest in Seller is in violation of the Executive Order or the Patriot Act. Neither Seller nor any of its respective constituents, investors (direct or indirect and whether or not holding a legal or beneficial interest) or affiliates, acting or benefiting, directly or indirectly, in any capacity in connection with the Property or this Agreement or any of the transactions contemplated hereby or thereby, is: (i) listed in the Annex to, or otherwise subject to the provisions of, that certain Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the "Executive Order"); (ii) named as a "specifically designated national (SDN)" on the most current list published by the US Treasury Department Office of Foreign Assets Control at its official website (https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or at any replacement website or other replacement official publication of such list or that is named on any other Governmental Authority list issued post 9/11/01; (iii) acting, directly or indirectly, in contravention of any anti-money laundering law or terrorist organizations or narcotics traffickers, including those persons that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Financial Action Task Force on Money Laundering, US Office of Foreign Assets Control, US Securities and Exchange Commission, US Federal Bureau of Investigation, US Central Intelligence Agency, US Internal Revenue Service, all as may be amended or superseded from time to time; or (iv) owned or controlled by, or acting for or on behalf of, any person described in clauses (i), (ii) or (iii) above (a "Prohibited Person").
(t) Seller represents and warrants to Purchaser that none of the funds or other assets of the Seller constitute the property of, or are beneficially owned, directly or indirectly, by any person, entity, or government subject to trade restrictions under US law, including but not limited to: (i) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq.; (ii) the Trading with the Enemy Act, 50 U.S.C. App. 4301 et

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 218 of 508 31 seq.; and (iii) any Executive Orders or regulations promulgated thereunder, with the result that sale by Seller, its managing member, or any non-managing member (whether directly or indirectly), is prohibited by law (an "Embargoed Person"). No Embargoed Person has any interest of any nature whatsoever in Seller (whether directly or indirectly); and none of the funds of Seller have been derived from any unlawful activity with the result that an investment in Seller (whether directly or indirectly) or sale by Seller, is prohibited by law or that execution, delivery, and performance of this Agreement or any of the transactions or other documents contemplated hereby or thereby is in violation of law.
(u) To the best of Seller's knowledge, there is no fact or condition that materially and adversely affects the business, operations, affairs, properties, or condition of Seller or the Property, which has not been set forth in this Agreement or in the other documents, certificates, or written statements furnished to Purchaser in connection with the transactions contemplated hereby.
(v) No person or party, other than Purchaser, has any right or option to acquire the Property or any part thereof or any interest therein. (w) No representation or warranty made by Seller in this Agreement, in any Exhibit or Schedule annexed hereto, or in any letter or certificate furnished to Purchaser pursuant to the terms hereof, each of which is incorporated herein by reference and made a part hereof, contains any untrue statement of a fact or omits to state a fact necessary to make the statements contained herein or therein not misleading. (x) Seller represents and warrants that: (i) the Land is currently vacant and contains no buildings, structures, or other vertical improvements; (ii) there are no Leases, licenses, or other agreements (written or oral) granting any Person the right to use or occupy the Property. There are no parties in possession of any portion of the Property; (iii) there are no Service Contracts, maintenance agreements, or management agreements currently in effect that will be binding upon the Purchaser after the Closing Date. Seller has no employees at the Property, and no union or collective bargaining agreements affect the Land; and (iv) there is no equipment, machinery, or other Personal Property located on the Land that is required for its operation or that will remain after Closing.

Section 13.02 Survival of Seller Representations and Warranties. (a) The representations and warranties set forth in Section 13.01 are true, complete, and correct as of the date hereof and shall be true, complete, and correct as of the Closing Date with the same force and effect as if first made at that time. (b) Subject to the terms and conditions of Article XVIII, the representations and warranties of Seller set forth in Section 13.01 shall survive the Closing and shall not be affected by any investigation, verification, or approval by any party or anyone on behalf of any Party to this Agreement.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 219 of 508 32 Section 13.03 Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller on and as of the date of this Agreement and on and as of the Closing Date as follows:
(a) Purchaser is a municipal corporation duly formed and in good standing under the laws of the State of California and has the requisite power and authority to enter into and to perform the terms of this Agreement. Purchaser is not subject to any law, order, decree, restriction, or agreement that prohibits or would be violated by this Agreement, or the consummation of the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by all requisite action of Purchaser. This Agreement constitutes, and each document and instrument contemplated hereby to be created and delivered by Purchaser, when executed and delivered, shall constitute the legal, valid, and binding obligation by Purchaser, enforceable against Purchaser in accordance with its respective terms (subject to bankruptcy, reorganization, and other similar laws affecting the enforcement of creditors' rights generally).
(b) Purchaser has full right, power, and authority to enter into and perform all the obligations required of Purchaser under this Agreement without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties.
(c) To the best of its knowledge, neither the execution, delivery, and performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires Purchaser to obtain any consent, authorization, approval, or registration under any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon Purchaser.
(d) Purchaser shall defend, indemnify, and hold Seller and Seller-Related Parties harmless from and against all claims, demands, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees and costs, asserted by third parties for any breach, default, or violation of any Lease, or covenant thereof, occurring after the Closing Date; provided, however, that according to paragraph (x)(ii) of Section 13.01, Seller has represented that there are no Leases affecting the Property.

Section 13.04 Survival of Purchaser Representations and Warranties. The representations and warranties set forth in Section 13.03 shall be continuing and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made at that time. The representations and warranties set forth in Section 13.03 shall survive the Closing and shall not be affected by any investigation, verification, or approval by any party or anyone on behalf of any Party to this Agreement.

Section 13.05 Bring Down Certificate. Seller shall deliver a Bring Down Certificate reaffirming the accuracy and truthfulness of each of Seller's representations and warranties in Section 13.01 (or, if any has ceased to be true, so indicating) and providing that such representations and warranties shall survive the Closing Date and the delivery of the deed at Closing in accordance with the terms and conditions of this Agreement.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 220 of 508 33 ARTICLE XIV

CONDITIONS TO CLOSING
Section 14.01 Conditions to Obligations of Seller. Notwithstanding anything to the contrary contained herein, the obligation of Seller to close in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing, of each of the conditions listed below, provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive any of such conditions:
(a) Purchaser shall have: (i) executed and delivered to Seller all the documents required to be delivered by Purchaser at the Closing; (ii) paid the full balance of the Purchase Price in accordance with Section 3.02(b); (iii) paid all other sums of money required under this Agreement; and (iv) performed all other obligations required to be performed by it under this Agreement on or prior to the Closing Date in all material respects.
(b) The representations and warranties of Purchaser contained in Section

13.03 shall be true and correct in all material respects as of the Closing Date, as though made at and as of the Closing Date.

Section 14.02 Conditions to Obligations of Purchaser. Notwithstanding anything to the contrary contained herein, the obligation of Purchaser to close and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions:
(a) Seller shall have: (i) executed and delivered to Escrow Holder, or the applicable party, all the documents required to be delivered by Seller at the Closing; (ii) taken all other action required of Seller at the Closing; (iii) performed and observed all the obligations and covenants of and required by Seller pursuant to this Agreement prior to or as of the Closing Date, including but not limited to the Seller's delivery to Purchaser of any third-party consents.
(b) Seller's representations and warranties in Section 13.01 shall be true and correct both as of the date made and as of the Closing Date. (c) The Title Company shall be unconditionally and irrevocably committed to issuing the Title Insurance Policy at Closing insuring Purchaser's good, marketable, and indefeasible title to the Property subject only to the Permitted Exceptions. (d) There shall be no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, pending or threatened against Seller that would affect Seller's ability to perform its obligations under this Agreement.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 221 of 508 34 (e) The Estoppel Condition, pursuant to Section 21.01(a), shall have been satisfied.
(f) Seller shall have cancelled and terminated all agreements, contracts, and leases with Seller's Affiliates, or as otherwise required pursuant to this Agreement and provided Purchaser with evidence of same.
(g) There shall be no judicial, administrative, or other adversarial suit, action, or proceeding pending against Seller or the Property, which was not disclosed to or discovered by Purchaser before the end of the Due Diligence Period, and which shall be binding against the Property or Purchaser from and after the Closing.

Section 14.03 Failure of Conditions to Closing.
(a) If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller's obligation to effect the Closing set forth in Section 14.01, then Seller, in Seller's sole and absolute discretion, may (in addition to any rights Seller may have under Section 18.01 of this Agreement in the event that the non- satisfaction of a condition is a result of a breach or default by Purchaser) either: (i) terminate this Agreement by written notice thereof to Purchaser and Escrow Holder, and Escrow Holder shall refund to Purchaser the Earnest Money Deposit and upon such refund being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination; or (ii) waive any unsatisfied condition and consummate the transactions contemplated hereby. (b) Subject to the terms of Section 6.02(b), if any condition precedent to Purchaser's obligation to effect the Closing set forth in Section 14.02 (except the condition set forth in Section 14.02(g) which shall be governed by Article XXI), has not been timely satisfied, then Purchaser, in Purchaser's sole and absolute discretion, may either: (i) terminate this Agreement by written notice thereof to Seller and Escrow Holder, and Escrow Holder shall refund to Purchaser the Earnest Money Deposit and upon such refund being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination; or (ii) waive any unsatisfied condition and consummate the transactions contemplated hereby.
(c) The failure to satisfy any condition set forth in Section 14.02 that is not reasonably susceptible of being satisfied within the time allotted under Section 6.02 shall not constitute a default, breach of a covenant, or other failure to perform by Seller hereunder unless the non-satisfaction of such condition is a result of a breach or default by Seller of the terms of this Agreement or was caused by Seller's willful or intentional actions in violation of any of the covenants, representations, and warranties it has made in this Agreement, in which event Purchaser shall have all rights and remedies set forth in Section 18.02. Notwithstanding anything to the contrary set forth in this Section 14.03, the failure by Seller to remove any Mandatory Title Removal Items in accordance with

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 222 of 508 35 Section 7.02(b) above, shall constitute a default by Seller hereunder and entitle Purchaser to the remedies provided for in Section 18.02.

ARTICLE XV

BROKERAGE COMMISSIONS
Section 15.01 Purchaser Representation. Purchaser represents and warrants to Seller that it has not dealt or negotiated with or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a "Broker") in connection with this Agreement or the transactions contemplated hereby. Purchaser hereby agrees to indemnify, defend, and hold Seller and any Seller-Related Parties, harmless from and against any and all claims, demands, causes of action, losses, costs, and expenses (including reasonable attorneys' fees, court costs, and disbursements) arising from any claim for commission, fees, or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby.

Section 15.02 Seller Representation. Seller represents and warrants to Purchaser that it has not dealt or negotiated with or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend, and hold Purchaser and its officers, officials, employees, attorneys, agents, contractors, and any successors or assigns of the foregoing (the "Purchaser-Related Parties"), harmless from and against any and all claims, demands, causes of action, losses, costs, and expenses (including reasonable attorneys' fees, court costs, and disbursements) arising from any claim for commission, fees, or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby. If Seller has engaged a Broker, Seller agrees to pay such Broker in accordance with the terms of a separate agreement between Seller and Broker.

Section 15.03 Survival. The provisions of this Article XV shall survive the termination of this Agreement or the Closing.

ARTICLE XVI
AS-IS
Section 16.01 AS-IS, WHERE IS. Except as expressly set forth in this Agreement to the contrary, Purchaser is expressly purchasing the Property in its existing condition "AS-IS, WHERE IS, AND WITH ALL FAULTS" and, except as expressly set forth in this Agreement, based upon the condition (physical or otherwise) of the Property as of the Effective Date, subject to: (a) the provisions of Article XVII of this Agreement; and (b) the representations and warranties of Seller set forth in this Agreement.

Section 16.02 No Warranty or Other Representation. Except as expressly set forth in this Agreement to the contrary, Seller hereby disclaims all warranties of any kind or nature whatsoever (including, without limitation, warranties of habitability and fitness for particular purposes), whether expressed or implied including, without limitation warranties with respect to

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 223 of 508 36 the Property. Except as is expressly set forth in this Agreement, including the representations and warranties of Seller set forth herein, Purchaser acknowledges that it is not relying upon any representation of any kind or nature made by Seller, or Seller's Broker, or any of the Seller- Related Parties, with respect to the Property, and that, in fact, except as expressly set forth in this Agreement to the contrary, no such representations were made. To the extent required to be operative, the disclaimers and warranties contained herein are "conspicuous" disclaimers for purposes of any applicable law, rule, regulation, or order.

Section 16.03 Survival. The provisions of this Article XVI shall survive the Closing or the earlier termination of this Agreement and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.

ARTICLE XVII

CASUALTY AND CONDEMNATION
Section 17.01 Casualty and Condemnation. Promptly upon learning thereof, Seller shall give Purchaser written notice of any condemnation, damage, or destruction of the Property occurring prior to the Closing (the "Casualty Notification Date"). (a) If prior to the Closing all or a material portion of the Property is condemned (or subjected to a bona fide threat of condemnation or becomes the subject of any proceedings, judicial, administrative, or otherwise, with respect to a taking by eminent domain or condemnation), damaged, or destroyed by an insured casualty, Purchaser shall have the option of either: (i) applying the proceeds of any condemnation award or payment under any insurance policies toward the payment of the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under any such insurance policy, and receiving an assignment from Seller of Seller's right, title, and interest in any such awards or payments not theretofore received by Seller; or (ii) terminating this Agreement. Purchaser shall deliver written notice of its election to Seller and Escrow Holder within seven (7) days after the Casualty Notification Date with respect to such material condemnation, damage, or destruction (the Closing being deemed extended for such thirty (30) day period). If Purchaser fails to notify Seller of its election prior to the end of such period, Purchaser shall be deemed to have terminated this Agreement pursuant to clause (ii) herein. If Purchaser elects, or is deemed to elect, to terminate this Agreement in accordance with this Section 17.01(a), then Escrow Holder shall refund to Purchaser the Earnest Money Deposit and upon such refund being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination. (b) If, prior to the Closing, a portion of the Property is condemned, damaged, or destroyed and such portion is not a material portion of the Property, neither Purchaser nor Seller shall have any right to terminate this Agreement, provided, however, the proceeds of any condemnation award or payment and any applicable deductible under any insurance policies shall be applied toward the payment of the Purchase Price (to the

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 224 of 508 37 extent such condemnation awards or insurance payments have been received by Seller) and Seller shall assign to Purchaser all Seller's right, title, and interest in any unpaid awards or payments.
(c) Purchaser shall be entitled to participate in any such condemnation proceedings as provided in this Section 17.01, and Seller shall cooperate with Purchaser in such respect.
(d) For purposes of this Section 17.01, the term "material portion" shall mean:
(i) greater than twenty (20) percent of the Improvements on the Property; (ii) an absence of reasonable access to the Property; or (iii) damage reasonably exceeding twenty (20) percent of the Purchase Price to repair.

Section 17.02 Uninsured Loss. If all or any part of the Property is damaged or destroyed by an uninsured casualty, Purchaser shall have the right, exercisable by written notice given to Seller within ten (10) days of the Casualty Notification Date (the "Purchaser Termination Election Date"), to terminate this Agreement, in which event Purchaser shall receive a return of the Earnest Money Deposit, and upon such refund being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination. If Purchaser so elects to terminate this Agreement pursuant to the preceding sentence, Seller may nullify such termination by delivering to Purchaser, within five (5) days (the "Seller Nullification Election Date") following Seller's receipt of Purchaser's notice of termination, a written notice wherein Seller agrees to a reduction of the Purchase Price equal to the cost of repairing the Property, as reasonably estimated by a general contractor engaged by Seller and reasonably acceptable to Purchaser. If Seller exercises such right of nullification pursuant to this Section 17.02, this Agreement shall remain in full force and effect, and Purchaser shall be entitled to the credit against the Purchase Price determined pursuant to the preceding sentence. If an uninsured casualty occurs pursuant to this Section 17.02, the Closing Date shall be extended following the Purchaser Termination Election Date; provided, however, the Closing Date shall not be extended if the Seller Nullification Election Date is prior to the Closing Date.

Section 17.03 Underinsured Loss. Notwithstanding anything to the contrary contained herein, and subject in all cases to Purchaser's rights set forth in Section 17.01, if there is a casualty affecting all or any portion of the Property that results in a difference between the reasonably estimated cost of repairing such damage and the insurance proceeds received or payable in respect thereto (net of any applicable deductible) (such difference being referred to herein as an "Underinsured Loss"), Seller shall have the right, in its sole discretion and by giving written notice to Purchaser within five (5) days after the determination that an Underinsured Loss exists, to elect: (a) to give Purchaser a credit against the Purchase Price at Closing in an amount equal to the Underinsured Loss, in which case this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Property; or (b) not to give such credit at Closing. If Seller elects not to give such credit at Closing, Purchaser shall, by written notice to Seller given within ten (10) days following Purchaser's receipt of Seller's election, have the right to elect to either: (i) terminate this Agreement, whereupon the Earnest

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 225 of 508 38 Money Deposit shall be promptly returned to Purchaser, and thereafter neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination; or (ii) proceed to Closing in accordance with the terms and conditions of this Agreement without any reduction in the Purchase Price. If Purchaser fails to notify Seller as set forth in the immediately preceding sentence, then Purchaser shall be deemed to have elected pursuant to clause (ii) herein.

Section 17.04 Waiver of Law. Purchaser and Seller hereby irrevocably waive the provision of any statute that provides for a different outcome or treatment in the event the Property shall be taken or damaged or destroyed by fire of other casualty. For the avoidance of doubt, the parties intend for the provisions of Section 17.01, Section 17.02, and Section 17.03 to supersede any law applicable to the Property governing the effect of fire or other casualty or condemnation in contracts for real property. Any disputes under Section 17.01, Section 17.02, or Section 17.03 as to the: (a) cost of repair or restoration or the time for completion of such repair or restoration; or (b) whether the condemnation involves access to the Property, shall be resolved by expedited arbitration before a single arbitrator in Indio, California acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association located in Indio, California to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in construction in Indio, California. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such arbitrator shall be borne equally by Seller and Purchaser.

ARTICLE XVIII

DEFAULT BY PURCHASER OR SELLER
Section 18.01 Purchaser Default. If Purchaser shall default in the observance or performance of Purchaser's obligations under this Agreement and the Closing does not occur as a result thereof (a "Purchaser Default"), Seller's sole and exclusive remedy shall be to retain the Earnest Money Deposit plus any accrued interest thereon, if any, as and for full and complete liquidated and agreed damages for a Purchaser Default, and the parties shall be released from further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. SELLER AND PURCHASER

AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO

ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER

DEFAULT AND THAT THE EARNEST MONEY DEPOSIT AND ANY INTEREST

EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE

ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES

ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING

OF APPLICABLE LAW BUT IS INTENDED TO CONSTITUTE LIQUIDATED

DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. BY PLACING ITS INITIALS BELOW, EACH PARTY

SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE

ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY LEGAL

COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 226 of 508 39 MEANING, THE EFFECT, AND THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.
_______________
Seller's Initials
_______________
Purchaser's Initials
Section 18.02 Seller's Default.
(a) If Seller shall default in the performance of any of Seller's obligations to be performed under this Agreement and the Closing does not occur as a result thereof (a "Seller Default"), Purchaser's sole and exclusive remedy shall be to: (i) waive such failure and proceed to the Closing with no reduction in the Purchase Price; provided, however, that this provision shall not limit Purchaser's right to receive reimbursement for attorneys' fees in connection with any legal proceedings instituted by either party or Escrow Holder with respect to the enforcement of this Agreement, nor waive or affect Seller's indemnity obligations under this Agreement or Purchaser's rights to enforce those indemnity obligations, nor waive or affect any of Seller's other obligations under this Agreement to be performed after the Closing or Purchaser's rights to enforce those obligations; (ii) terminate this Agreement by delivery of written notice to Seller and Escrow Holder, and Escrow Holder or Seller, as applicable, shall return the Earnest Money Deposit to Purchaser, with the interest earned thereon, if any (a "Deposit Return"), whereupon this Agreement shall terminate and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except those that are expressly provided in this Agreement to survive the termination hereof; or (iii) continue this Agreement and seek specific performance of Seller's obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable attorneys' fees, court costs, and all other reasonable costs of such action. Notwithstanding the foregoing, if Seller shall willfully default in its obligation to close the transaction hereunder on the Closing Date and specific performance shall not be a legally available remedy to Purchaser as a result thereof, then Purchaser shall: (A) have the right to receive a return of the Earnest Money Deposit; and (B) be entitled to (and Seller shall reimburse Purchaser for) Purchaser's Costs (which reimbursement obligation shall survive the termination of this Agreement). In any circumstance under this Agreement in which the Earnest Money Deposit is to be paid to any Party or otherwise disbursed hereunder or refunded to Purchaser (including a Deposit Return), said payment, disbursement, or refund of the Earnest Money Deposit by Escrow Holder or Seller, as applicable, shall be subject to the provisions of Article V herein. The term "Purchaser's Costs" is defined for the purpose of this Agreement as the expenses, if any, actually incurred by Purchaser for: (x) title examination, survey, and municipal searches, including the issuance of Purchaser's Title Commitment and any continuation thereof, without issuance of a title insurance policy; (y) fees paid to Purchaser's engineer for preparing any environmental and engineering reports with respect to the Property; and (z) the actual and reasonable third-party costs incurred by Purchaser in connection with the negotiation of this Agreement and Purchaser's due diligence with respect to the

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 227 of 508 40 Property, including, without limitation, reasonable attorneys' fees (collectively, "Purchaser's Costs").
(b) Any claim or claims by Purchaser, whether made prior to or after the Closing, of a breach or default (individually, a "Breach" and; collectively, as applicable, "Breaches") of any covenant, agreement, representation, or warranty contained in this Agreement or in any document executed by Seller pursuant to this Agreement, or in any other instruments delivered at Closing (collectively, the "Surviving Warranties"), shall be made by Purchaser by delivering to Seller and Holdback Escrowee written notice (a "Claim Notice"): (i) prior to Closing (with respect to any Breach or Breaches of which Purchaser has actual knowledge prior to Closing); and (ii) prior to the expiration of the applicable survival period, if any (with respect to Breaches of which Purchaser first becomes aware after Closing), which Claim Notice shall set forth: (A) a description in reasonable detail of the claimed Breach or Breaches (including the Section of the Agreement or document under which such Breach or Breaches is asserted); and (B) Purchaser's good-faith calculation of the loss, costs, or expenses resulting from such Breach or Breaches (which shall in no event limit or define Purchaser's damages determined subsequently) (the "Claimed Damage").

Section 18.03 Exculpation. Purchaser agrees that it does not have and shall not have any claims or causes of action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary, retirant, beneficiary, internal investment contractor, agent, or other affiliate of Seller or any other Seller-Related Parties, including, without limitation, any officer, director, employee, trustee, shareholder, partner, principal, retirant, beneficiary, internal investment contractor, agent, or other affiliate of Seller or any such parent, subsidiary, or other affiliate, or any other Seller-Related Parties (collectively, "Seller's Affiliates"), arising out of or in connection with this Agreement or the transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties, or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against any of Seller's Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing provisions of this Section 18.03, except for claims arising from fraud, willful misconduct, or gross negligence, Purchaser hereby unconditionally and irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have against Seller's Affiliates, and hereby unconditionally and irrevocably releases and discharges Seller's Affiliates from any and all liability whatsoever which may now or hereafter accrue in favor of Purchaser against Seller's Affiliates, in connection with or arising out of this Agreement or the transactions contemplated hereby.

Section 18.04 Survival. The provisions of this Article XVIII shall survive the Closing or the earlier termination of this Agreement and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 228 of 508 41 ARTICLE XIX

CONFIDENTIALITY AND PRESS RELEASE
Section 19.01 Confidentiality. Until the Closing, Seller shall treat the information disclosed to it by Purchaser as confidential, giving it the same care as Seller's own confidential information, and make no use of any such disclosed information not independently known to Seller except in connection with the transactions contemplated hereby; provided, however, that Seller may, without the consent of Purchaser, disclose such information: (i) to its partners, members, managers, employees, advisors, consultants, attorneys, accountants, prospective and actual investors, and lenders (collectively, the "Seller Transaction Parties"), so long as any such Seller Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof; and (ii) if disclosure is required by law or by regulatory or judicial process, provided that in such event Seller shall notify Purchaser of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential information, including, without limitation, reasonably cooperating with Purchaser (at Purchaser's sole cost and expense) to obtain an appropriate order or other reliable assurance that confidential treatment shall be accorded such confidential information by such tribunal and shall disclose only that portion of the confidential information which Seller is legally required to disclose.

Section 19.02 No Press Release; Publicity. Prior to the Closing Date: (a) no press releases or public statements shall be issued or made by Seller with respect to the transactions contemplated by this Agreement.

Section 19.03 Survival. The provisions of Article XIX shall survive the termination of this Agreement.

ARTICLE XX

GENERAL PROVISIONS
Section 20.01 Notices. Unless specifically stated otherwise in this Agreement, all notices, waivers, and demands required under this Agreement shall be in writing and delivered to all other Parties and Escrow Holder, at the addresses below, by one of the following methods:
(a) Hand delivery, whereby delivery is deemed to have occurred at the time of delivery;
(b) A nationally recognized overnight courier company, whereby delivery is deemed to have occurred the Business Day following deposit with the courier; (c) Registered U.S. Mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred on the third Business Day following deposit with the United States Postal Service; or
(d) Electronic transmission (email) provided that the transmission is completed no later than 4:00 p.m. Pacific Time on a Business Day and the original also is

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 229 of 508 42 sent via overnight courier or U.S. Mail, whereby delivery is deemed to have occurred at the end of the Business Day on which electronic transmission is completed.

To Purchaser: Name: Bryan Montgomery, City Manager
Address: 100 Civic Center Drive, Indio, CA 92201
Email: [email protected]
with a copy to: Name: Steven Graham Pacifico, City Attorney Address: 2855 E. Guasti Road, Suite 402, Ontario, CA 91761 Email: [email protected]
To Seller: Name: Nachhattar Singh Chandi
Address: 42270 Spectrum Street, Indio, CA 92203
Email: [email protected]
with a copy to: Name:

Address:

Telephone:

Facsimile:

Email:

To Escrow Agent: Name:

Address:

Telephone:

Facsimile:

Email:

Any Party may change its address for purposes of this Section 20.01 by giving written notice as provided in this Section 20.01.

All notices and demands delivered by a Party's attorney on a Party's behalf shall be deemed to have been delivered by said Party. Notices shall be valid only if served in the manner provided in this Section 20.01.

Section 20.02 Complete Agreement; Amendments and Modifications; Partial Invalidity; Waivers.
(a) This Agreement may be executed in counterparts, and when executed by all Parties shall become one (1) integrated agreement enforceable on its terms. This Agreement supersedes all prior agreements between the Parties with respect to the Property and all discussions, understandings, offers, and negotiations with respect thereto, whether oral or written. This Agreement shall not be amended or modified,

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 230 of 508 43 except in a writing signed by each Party hereto. If amended or modified as permitted by this Section 20.02, the term "Agreement" shall thereafter be read as including all said amendments and modifications. All exhibits that are referenced in this Agreement or attached to it are incorporated herein and made a part hereof as if fully set forth in the body of the document.
(b) Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable. (c) Any waiver of any provision or of any breach of this Agreement shall be in writing and signed by the Party waiving said provision or breach. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for performance of any obligations or acts shall be deemed an extension of the time for performance of any other obligations or acts.

Section 20.03 Parties; Third-Party Beneficiary; Assignment of Agreement; Successors and Assigns.
(a) This Agreement is an agreement solely for the benefit of Seller and Purchaser (and their permitted successors or assigns). No other person, party, or entity shall have any rights hereunder nor shall any other person, party, or entity be entitled to rely upon the terms, covenants, and provisions contained herein. The provisions of this Section 20.03 shall survive the Closing or the termination hereof. (b) All references to Seller in this Agreement shall include Seller's assignee, including any assignment by Seller of Seller's assignment of its interest in this Agreement to a Qualified Intermediary under Section 20.04.
(c) The terms "Party" and "Parties" include Seller, Purchaser, their respective constituent entities, and their respective successors, assigns, and legal representatives. In the event either Seller or Purchaser is an individual, a "Party" or "Parties" includes that individual's heirs.
(d) This Agreement and all its covenants, terms, and provisions shall be binding on and inure to the benefit of each Party and its successors and assigns.

Section 20.04 1031 Exchange Cooperation. At Seller's request, Purchaser shall cooperate with Seller in effectuating a tax-deferred exchange under Section 1031 of the Internal Revenue Code and related regulations; provided, however, that the Closing shall not be delayed, and Purchaser shall incur no greater expense or liability in connection with the transactions contemplated under this Agreement than Purchaser would have incurred without said exchange.

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 231 of 508 44 Purchaser shall execute all documents reasonably requested by Seller or any "Qualified Intermediary" as that term is defined by Internal Revenue Service Regulations, Rev. Proc. 2022-43 (IRS RPR), to effectuate said exchange (including Seller's assignment of its rights and obligations under this Agreement to the Qualified Intermediary), provided that such documents are in a form reasonably satisfactory to Purchaser, and further provided that the form of said documents are delivered to Purchaser for review not less than ten (10) prior to the Closing Date.

Purchaser shall take all further actions reasonably necessary to effectuate said exchange; provided, however, that Purchaser shall not be obligated to: (a) sign a promissory note, deed of trust, or any other document that might impose liability on Purchaser; or (b) acquire title to any exchange property.

Section 20.05 Further Assurances. From the Effective Date, Seller and Purchaser each agrees to do such things, perform such acts, and make, execute, acknowledge, and deliver such documents as may be reasonably necessary and customary to complete the transactions contemplated by this Agreement. In particular, at the Closing and through the period following the Closing, Seller and Purchaser each agrees to do such things as may be reasonably necessary with respect to the transfer of the operation of the Property to complete the transfer of the operation of the Property. This Section 20.05 shall survive the Closing.

Section 20.06 Interpretation and Construction.
(a) The Parties acknowledge that, in connection with negotiating and executing this Agreement, each has had its own counsel and advisors and that each has reviewed and participated in the drafting of this Agreement. The fact that this Agreement was prepared by Seller's counsel as a matter of convenience shall have no import or significance to the construction of this Agreement. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller's counsel prepared this Agreement in its final form. Any rule of construction that requires any ambiguities to be interpreted against the drafter shall not be employed in the interpretation of: (i) this Agreement; (ii) any exhibits to this Agreement; or (iii) any document drafted or delivered in connection with the transactions contemplated by this Agreement. (b) Any captions or headings used in this Agreement are for convenience only and do not define or limit the scope of this Agreement. (c) The singular of any term, including any defined term, shall include the plural and the plural of any term shall include the singular. The use of any pronoun with respect to gender shall include the neutral, masculine, feminine, and plural. The term "Person" or "Persons" includes a natural person or any corporation, limited liability company, partnership, limited liability company, trust, or other type of entity validly formed.

Section 20.07 Days; Performance on a Saturday, Sunday, or Holiday. Whenever the term "day" is used in this Agreement, it shall refer to a calendar day unless otherwise specified.

A "Business Day" shall mean any weekday except for those weekdays that a banking institution within the State of California is required by said state to be closed (a "Holiday"). Should this

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 232 of 508 45 Agreement require an act to be performed or a notice to be given on a Saturday, Sunday, or Holiday, the act shall be performed or notice given on the following Business Day.

Section 20.08 Time Is of the Essence. The parties hereto acknowledge and agree that, except as otherwise expressly provided in this Agreement, TIME IS OF THE ESSENCE for the performance of all actions (including, without limitation, the giving of notices, the delivery of documents, and the funding of money) required or permitted to be taken under this Agreement.

Whenever action must be taken (including, without limitation, the giving of notice, the delivery of documents, or the funding of money) under this Agreement, prior to the expiration of, by no later than or on a particular date, unless otherwise expressly provided in this Agreement, such action must be completed by 5 p.m. Pacific Time on such date. However, notwithstanding anything to the contrary herein, whenever action must be taken (including, without limitation, the giving of Notice, the delivery of documents, or the funding of money) under this Agreement prior to the expiration of, by no later than, or on a particular date that is not a Business Day, then such date shall be extended until the immediately following Business Day.

Section 20.09 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. EACH PARTY HERETO AGREES THAT

ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE

TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN RIVERSIDE

COUNTY, CALIFORNIA, UNLESS SUCH ACTIONS OR PROCEEDINGS ARE REQUIRED

TO BE BROUGHT IN ANOTHER COURT TO OBTAIN SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. TO THE EXTENT

PERMITTED BY LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT

ANY PARTY HERETO MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON

CONVENIENS, TO ASSERT THAT ANY PARTY HERETO IS NOT SUBJECT TO THE

JURISDICTION OF THE AFORESAID COURTS, OR TO OBJECT TO VENUE TO THE

EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS ARTICLE

20.09. SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY

ACTION AGAINST ANY PARTY HERETO, MAY BE MADE BY REGISTERED OR

CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ANY SUCH PARTY'S ADDRESS INDICATED IN SECTION 20.01 HEREOF.

Section 20.10 No Offer. This Agreement shall not be deemed an offer or binding upon Seller or Purchaser until this Agreement is fully executed and delivered by Seller and Purchaser.

Section 20.11 No Survival. Except as otherwise provided in this Agreement, no representations, warranties, covenants, or other obligations of Seller set forth in this Agreement shall survive the Closing hereunder and no action based thereon shall be commenced after the Closing.

Section 20.12 Attorneys' Fees and Income and Capital Gains Taxes. (a) Seller and Purchaser each acknowledge that: (i) they have been represented by independent counsel in connection with this Agreement; (ii) they have executed this Agreement with the advice of such counsel; and (iii) this Agreement is the

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 233 of 508 46 result of negotiations between the parties hereto and the advice and assistance of their respective counsel.
(b) Each Party to this Agreement shall be responsible for all costs it incurs in connection with the preparation, review, and negotiation of this Agreement and the transactions and the Closing contemplated by this Agreement, including any attorneys' or consultants' fees. In addition, each Party is responsible for its own income taxes and capital gains taxes resulting from its operation of the Property and such taxes shall not be a proration at the Closing. Notwithstanding the foregoing, Purchaser, as a municipal entity, is exempt from federal income taxation under Internal Revenue Code Section 115 and may be exempt from certain state and local taxes, and nothing in this Agreement shall be construed to waive any such tax exemptions.
(c) If any party institutes any legal suit, action, or proceeding against the other party to enforce this Agreement or seeks to obtain any other relief or remedy regarding any controversy, claim, or dispute between the parties arising out of, relating to, or in connection with this Agreement or the breach thereof, the prevailing party shall be entitled to receive, and the non-prevailing party shall pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses, and court costs, even if not recoverable by law (including, without limitation, all fees, taxes, costs, and expenses incident to appellate, bankruptcy, and post-judgment proceedings). A party shall be deemed to have prevailed in any such action or proceeding if such action is dismissed upon the payment by the other party of the sums allegedly due or the performance of obligations allegedly not complied with, or performance of the covenant allegedly breached by it in the action, irrespective of whether such action is prosecuted to final judgment or determination, or if such party obtains substantially the relief sought by it or defeats the claim by the other party, whether by compromise, settlement, judgment, assertion of an affirmative defense, or the abandonment by the other party of its claim or defense.

Section 20.13 Prohibition on Recording. Neither this Agreement nor any memorandum hereof may be recorded without first obtaining Seller's consent thereto. [signature page follows]

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 234 of 508 47 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

PURCHASER:

CITY OF INDIO
By:______________________________
Bryan H. Montgomery, City Manager
SELLER:

NORTHGATE INDIO, LLC
By:______________________________
Nachhattar Singh Chandi, Managing Member
The undersigned places its signature below solely to acknowledge that it is acting as Escrow Holder in accordance with the terms and conditions of Article V of this Agreement.

ESCROW HOLDER:
[ESCROW HOLDER NAME], a[n]
[ORGANIZATION STATE] [ENTITY TYPE]
By:______________________________
[SIGNOR NAME]
[SIGNOR TITLE]

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 235 of 508 48 EXHIBITS

Resolution No. 10545, authorizing the City Manager to execute a Purchase... Page 236 of 508 City of Indio
City Council
February 4, 2026

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: A Commercial Lease Agreement with Mi Cultura Cuisine, LLC, 45238 Oasis Street and a $70,000 tenant improvement allowance.

RECOMMENDATION:

Approve the Commercial Lease Agreement with Mi Cultura Cuisine, LLC. and a $70,000 tenant improvement allowance.

SUMMARY:

Staff received a proposal from Mi Cultura Cuisine, LLC, to open a second location in Downtown Indio. Mi Cultura Cuisine is a fast-casual Peruvian and Colombian restaurant seeking to lease 45238 Oasis Street, totaling approximately 2,000 square feet. Mi Cultura Cuisine will be the second restaurant from owners and Indio residents, Jonathan and Monica Moreno. Known for signature dishes such as Lomo Saltado, Pollo a la Brasa, fresh Ceviche, handmade Empanadas, and our Picada Colombiana. Each dish is prepared from scratch with bold flavors, quality ingredients, and great care, reflecting the pride in their culture and food. Staff recommends approval of the proposed lease with Mi Cultura Cuisine, LLC, as it represents another business choosing to invest in Downtown Indio. Downtown Indio is in the middle of a renaissance, with 18 new projects under construction or planned to start soon. With over $200 million in public and private investments coming to Downtown, which include Dune Room, The Place, Saguaro Coffee, Indio Taphouse Italica, Gabinos Creperie, Desert Beer Co, College of the Desert campus expansion, and Child Development Center, and over 110 mixed-use apartment units. The proposed lease is consistent with the Downtown Specific Plan document and will stimulate new investment, create new jobs, and generate additional sales tax revenues for the community.

BACKGROUND INFORMATION:

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

On January 21, 2026, the City Council authorized staff to negotiate a lease of the City-owned property located at 45238 Oasis Street, consisting of 2,000 square feet of space.

In terms of the General Plan, the property on Oasis Street is within the Downtown Specific Plan zoned Downtown-Core (DT-C) characterized by lively, pedestrian-oriented retail and restaurant uses. Goal ED-7 of the General Plan states that an economic development goal is to have “A City AGENDA ITEM #11.11
A Commercial Lease Agreement with Mi Cultura Cuisine, LLC, 45238 Oasis S... Page 237 of 508 with the destination hospitality, retail, and entertainment opportunities to meet the needs of visitors and residents.” Additional entertainment and hospitality uses will conform to such a goal as part of the City's economic development strategy. Accordingly, the proposed lease is consistent with the General Plan and staff recommends that the City Council find that the lease of the property is in conformance with the General Plan.

FINANCIAL SUMMARY:

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

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

Additional Financial Details:

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

Premises: The building is located at 45238 Oasis Street (Attachment 1). The property consists of a one-story building of approximately 2,000 square feet.

Permitted Use of Premises: The Premises shall open and be used solely for the operation of the fast-casual restaurant to be open a minimum of 6 days a week.

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

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

Rent: The rent shall be $1,000 per calendar month during the Term, prorated for any partial calendar month in the Term.

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

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

Prevailing Wages: During 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.

A Commercial Lease Agreement with Mi Cultura Cuisine, LLC, 45238 Oasis S... Page 238 of 508

Tenant Improvement Allowance: The Landlord is providing the Tenant with a tenant improvement allowance of Seventy Thousand Dollars ($70,000) that will be utilized for the actual costs of design and construction of certain Improvements.

APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 28 Jan 2026 Ruby D. Walla, Director of Finance Approved - 29 Jan 2026 Steven Graham Pacifico, City Attorney Approved - 30 Jan 2026 Bryan H. Montgomery, City Manager Approved - 30 Jan 2026

A Commercial Lease Agreement with Mi Cultura Cuisine, LLC, 45238 Oasis S... Page 239 of 508 City of Indio
City Council
February 4, 2026

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Agreement between Indio Water Authority and CentralSquare Technologies for Software as a Service subscription for Naviline Utility Billing, in the amount of $106,771.00.

RECOMMENDATION:

Approve the Software as a Service renewal between the Indio Water Authority and CentralSquare Technologies, LLC in the amount of $106,771 for the term of one year

SUMMARY:

The Software-as-a-Service (SaaS) renewal agreement between the Indio Water Authority (IWA) and Central Square Technologies will allow IWA continued access to its billing solution in the cloud environment. The cost of renewal is $106,771.

BACKGROUND INFORMATION:

For more than ten years, the Indio Water Authority (IWA) has maintained an ongoing partnership with CentralSquare Technologies through the annual renewal of agreements to operate the Naviline Utility Billing software. This latest renewal encompasses the costs associated with hosting and managing IWA’s utility billing system within CentralSquare’s secure, cloud-based infrastructure.

The Naviline billing platform enables IWA to efficiently deliver monthly billing services to approximately 25,000 customers, offering seamless access to water consumption data and capabilities These systems. information significantly various with integration facilitating other enhance the Authority’s ability to provide reliable and transparent service to its customers.

To further safeguard operational integrity, the Naviline system operates in a segregated environment isolated from the Corporate Yard network, thereby adding an extra layer of cloud CentralSquare’s and IWA between data all Moreover, cybersecurity. transmission environment is protected through robust virtual private network (VPN) protocols, ensuring the confidentiality and security of sensitive information.

The renewal of this agreement is critical to IWA’s ongoing commitment to serve the residents of Indio by maintaining accurate billing, monitoring water usage effectively, and supporting the delivery of high-quality utility services.

FINANCIAL SUMMARY:

Current FY Financial $106,771.00 In current year budget: Yes AGENDA ITEM #11.12
Agreement between Indio Water Authority and CentralSquare Technologies f... Page 240 of 508 Impact:

Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Organizational
Excellence
Source of funds: IWA Information Technology Fund-Org-Object Reference:
8106715-531018

ATTACHMENTS:

Indio Water Authority , CA March-2026-Renewal Document (1)

APPROVAL(S):

Ian Cozens, Director of Information Technology Approved - 22 Jan 2026 Ruby D. Walla, Director of Finance Pending
Rachel Pust, Finance Manager Pending

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 241 of 508

MORE INFORMATION AT CENTRALSQUARE.COM

Renewal Order prepared by:

Elio Gonzalez
[email protected]

Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com.

WHAT SOFTWARE IS INCLUDED?
_____

PRODUCT NAME QUANTITY TOTAL

1. AnalyticsNOW Cloud Annual Access Fee 1 5,151.47 USD

2. CentralSquare Payments 1 0.00 USD

3. Fusion APIs Annual Access Fee 1 0.00 USD

4. Fusion Proprietary Annual Access Fee 1 5,243.37 USD

5. Modifications Annual Access Fee 21 2,100.00 USD

6. NaviLine Cash Receipts-Annual Access Fee 1 1,823.06 USD

7. NaviLine CIS IVR Credit Card Interface-Generic Annual Access Fee
1 759.51 USD

8. NaviLine CIS Voice Response Interface-Generic Annual Access Fee
1 2,011.37 USD

9. NaviLine Cloud Production Environment Annual Access 1 41,895.00 USD

10. NaviLine Cloud Test Environment Annual Subscription Fee 1 11,970.00 USD

11. NaviLine Customer Information System Annual Access Fee 1 11,818.00 USD

12. NaviLine Delinquency Call Out Listing Interface-Generic Annual Access Fee
1 886.77 USD

13. NaviLine Document Management Services Annual Access Fee 1 1,346.80 USD

14. NaviLine Global Financials Annual Access Fee 1 0.00 USD

15. NaviLine GMBA w/Extended Reporting Annual Access Fee 1 8,755.23 USD

16. NaviLine Land/Parcel Mgmt-Annual Access Fee 1 3,897.72 USD

17. NaviLine Menu Driver Annual Maintenance Fee 1 0.00 USD Renewal Order #: Q-248963
Start Date: March 31, 2026
End Date: March 30, 2027
Billing Frequency: Yearly
Subsidiary: Superion, LLC
Renewal Order prepared for:

Ian Cozens, IT Director
Indio Water Authority
100 Civic Center Mall
Indio, California 92201
760-391-4100

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 242 of 508

MORE INFORMATION AT CENTRALSQUARE.COM

Renewal Order prepared by:

Elio Gonzalez
[email protected]

18. NaviLine User Interface Annual Access Fee 1 0.00 USD

19. NaviLine Web Enablement Annual Access Fee 1 752.78 USD

20. NaviLine Work Orders/Facility Management Annual Access Fee
1 6,259.91 USD

WHAT HARDWARE IS INCLUDED?
_____

PRODUCT NAME QUANTITY TOTAL

1. VPN Hardware Maintenance Support 1 2,100.00 USD

Total: 134,605.47 USD
Discount Total: 27,834.48 USD
Renewal Order Total: 106,770.99 USD
Billing Information

This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer.

For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form.

Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only.

The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above.

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 243 of 508 City of Indio
Indio Water Authority, City Council, Indio Public Financing Authority
February 4, 2026

STAFF REPORT

To: Indio Water Authority, City Council, Indio Public Financing Authority From: Bryan Montgomery, Executive Director/City Manager Prepared by: Ruby D. Walla, Director of Finance
Subject: Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Authority, City Council, and Public Financing Authority Approving Water Revenue Refunding Bonds, Series 2026A, in an Amount Not to Exceed $38,000,000, and Related Agreements

RECOMMENDATION:

Staff recommends that the Indio Water Authority, the City Council, and the Indio Public Financing Authority each adopt their respective resolutions. 1.) Resolution No. 2026-84 of the Board of Directors of the Indio Water Authority approving the execution and delivery of an escrow agreement and a termination agreement and related actions City of Indio approving the execution and delivery of an installment purchase agreement for the Public Financing Authority approving the issuance of its Water Revenue Refunding Bonds, Series 2026A; 2.) Resolution No. 10544 of the City Council of the City of Indio approving the execution and delivery of an Installment Purchase Agreement for the purpose of causing the issuance of the Water Refunding Bonds, Series 2026A in an aggregate principal amount not to exceed thirty eight million dollars ($38,000,000) and approving the execution and delivery of certain necessary documents and certificates in connection therewith and related actions; 3.) Resolution No. 2026-15 of the Board of Directors of the Indio Public Financing Authority approving the issuance of its Water Revenue Refunding Bonds, Series 2026A in an aggregate principal amount not to exceed thirty eight million dollars ($38,000,000) and approving the execution and delivery of certain necessary documents and certificates in connection therewith and related actions .

SUMMARY:

Approval of the attached resolutions authorizes the issuance of the Water Revenue Refunding bonds, Series 2026A by the Indio Public Financing Authority in an aggregate amount not to exceed thirty eight million dollars ($38,000,000); approves the execution and delivery of an Indenture, Installment Purchase Agreement, Continuing Disclosure Agreement, Bond Purchase Agreement, Escrow Agreement, Termination Agreement, and approves a Preliminary Official Statement for the bonds; and authorizing staff to take all actions necessary to complete the refunding transaction.

BACKGROUND INFORMATION:

In 2015, the Indio Water Authority (IWA) issued its Series 2015A and 2015B Water Revenue Refunding Bonds to finance public capital improvements to the City's water system. In connection with the issuance of the 2015 Bonds, the City and the Authority entered into a Lease Agreement and Sublease Agreement which provided for lease payments used to pay debt service on the bonds.

AGENDA ITEM #12.1
Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 244 of 508 The 2015B Bonds have matured, and due to favorable market conditions, the City now has the opportunity to refund the outstanding 2015A Bonds to achieve savings in the Water Enterprise Fund.

To accomplish this, the Indio Public Financing Authority will issue Water Revenue Refunding Bonds, Series 2026A, in an amount not to exceed $38,000,000. Pursuant to the Installment Purchase Agreement, the City will make installment payments to the Indio Public Financing Authority, which are payable from solely from revenues of the Water System. The refunding will include execution of an Escrow Agreement to provide for the redemption of the 2015A Bonds and a Termination Agreement to terminate the Lease and Sublease, returning full ownership and operation of the Water System to the City.

The City, working with its Municipal Advisor, Fieldman, Rolapp & Associates, Inc., has determined that it is in the best interest of the City to refund the 2015A Water Revenue Refunding Bonds to achieve debt service savings. The estimated gross savings is $1,844,590 with an annual average savings of $131,756. The refunding will not extend the final maturity date of the bonds and will maintain compliance with all applicable covenants. The 2015A bonds are currently outstanding in the amount of approximately $39.7 million.

The attached resolutions along with the required legal and financing documents listed below are required to issue the Bonds:

Bond Indenture – by and between the Indio Public Financing Authority and U.S. Bank Trust Company, N.A. as trustee, establishing the terms and conditions pertaining to the issuance of the Bonds.

Installment Purchase Agreement - by and between the City of Indio and the Indio Public Financing Authority, pursuant to which the City will make installment payments to the Indio Public Financing Authority from Water System Revenues.

Bond Purchase Agreement - between the City of Indio, the Indio Public Financing Authority and the Underwriter providing for the sale of the Bonds to the Underwriter.

Escrow Agreement - between the City of Indio, the Indio Water Authority and U.S. Bank Trust Company, National Association, and provides for the refunding and payment of the 2015A Indio Water Authority Bonds.

Termination Agreement - by and between the City and the Indio Water Authority, terminating the Lease Agreement and Sublease Agreement, related to returning the ownership and control of the Water System operations back to the City. This action simplifies the management and financing structure of the City's Water System and aligns the management and aligns the responsibilities directly with the City going forward.

Preliminary Official Statement – containing material information, including, but not limited to information about the Bonds, the City's Water System and the sale of the Bonds by the underwriter, Piper Sandler & Co., (the “Underwriter”).

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 245 of 508 Continuing Disclosure Agreement - the City will agree to provide certain information regarding the Bonds, the City and the Water System to Bond Investors on an annual basis.

FINANCIAL SUMMARY:

Current FY Financial
Impact:

In current year budget: N/A
Current FY General
Fund Impact:

Budget adjustment: N/A
Next FY Financial
Impact:

Strategic Objective: Organizational
Excellence
Source of funds: Fund-Org-Object
Reference:

Additional Financial Details:

The refunding will reduce annual debt service payments and provide long-term savings to the Water Enterprise Fund. The estimated gross savings is $1,844,590 with an annual average savings of $131,756.There is no impact on the General Fund.

ATTACHMENTS:

Indio Water Authority Resolution 2026-84
City Resolution 10544
Indio Public Financing Authority Resolution 2026-15
Indenture, 4925-4095-2960_3
Installment Purchase Agreement, 4898-4296-7168_3
Indio Water Refunding Bonds - Bond Purchase Agreement-c1 Escrow Agreement (2015A Bonds), 4934-9171-2645_2
Termination Agreement, 4916-2177-9077_2
Preliminary Official Statement, 4908-3785-1268_6

APPROVAL(S):

Ruby D. Walla, Director of Finance Approved - 28 Jan 2026 Steven Graham Pacifico, City Attorney Approved - 30 Jan 2026 Bryan H. Montgomery, City Manager Approved - 30 Jan 2026

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 246 of 508 4937-9770-5094v2/200973-0010
RESOLUTION NO. 2026-84

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDIO WATER

AUTHORITY APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW

AGREEMENT AND A TERMINATION AGREEMENT AND RELATED ACTIONS WHEREAS, the Indio Water Authority (the “Authority”) has previously issued its Indio Water Authority Water Revenue Refunding Bonds, Series 2015A (the “2015A Bonds”) and Series 2015B (Taxable) (the “2015B Bonds” and, together with the 2015A Bonds, the “2015 Bonds”) pursuant to an Indenture, dated as of June 1, 2015, by and between the Authority and U.S. Bank Trust Company, National Association, as successor trustee, for the purpose of assisting the City of Indio (the “City”) in the financing and refinancing of certain public capital improvements to the water system of the City (the “Water System”); and
WHEREAS, in connection with the issuance of the 2015 Bonds, the City and the Authority entered into an Amended and Restated Lease Agreement, dated as of June 1, 2015 (the “Lease Agreement”), pursuant to which the City leased the Water System to the Authority, and a Sublease Agreement, dated as of June 1, 2025 (the “Sublease”), pursuant to which the Authority subleased the Water System to the City in exchange for payments of Base Rental, which provided funds to the Authority to pay debt service on the 2015 Bonds; and
WHEREAS, the 2015B Bonds have matured and the City now desires to provide for the refunding of the outstanding 2015A Bonds; and
WHEREAS, the Indio Public Financing Authority desires to assist the City in refunding the outstanding 2015A Bonds through the issuance of Water Revenue Refunding Bonds to provide funds to refund the outstanding 2015A Bonds; and
WHEREAS, the City, the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), desire to enter into an Escrow Agreement (2015A Bonds) (the “Escrow Agreement”) to provide for the refunding of the outstanding 2015A Bonds; and WHEREAS, in connection with the refunding of the outstanding 2015A Bonds, the City and the Authority also desire to enter into a Termination Agreement (the “Termination Agreement”) to provide for the termination of the Lease Agreement and the Sublease and the return of the Water System and its operations to the City; and

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDIO WATER AUTHORITY AS FOLLOWS:

1. The Escrow Agreement is hereby approved substantially in the form on file with the Secretary. The Chair, the Executive Director or the Treasurer of the Authority (each, an “Authorized Officer”) or the designee thereof is hereby authorized and directed to execute and deliver such Escrow Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Stradling Yocca Carlson & Rauth LLP, as bond counsel (“Bond Counsel”) and approved by the officer executing the same, said execution being conclusive evidence of such approval.

2. The Termination Agreement is hereby approved substantially in the form on file with the Secretary. Each Authorized Officer or the designee thereof is hereby authorized and directed to

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 247 of 508 2 4937-9770-5094v2/200973-0010
execute and deliver such Termination Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval.

3. The Authorized Officers, the Secretary or any other proper officer of the Authority, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for the return of the Water System and its operations to the City and carrying out the transactions contemplated by the Escrow Agreement, the Termination Agreement and this resolution.

In the event that the Chair of the Board is unavailable to sign any of the agreements described herein, any other member of the Board may sign such agreement.

4. The Board hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

5. This Resolution shall take effect immediately upon its adoption by the Board, and the Secretary of the Board shall certify the vote adopting this Resolution.

ADOPTED, SIGNED AND APPROVED this 4th day of February, 2026.

Elaine Holmes,
Chair of the Indio Water Authority
ATTEST:

Cynthia Hernandez,
Secretary of the Indio Water Authority

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 248 of 508 3 4937-9770-5094v2/200973-0010

STATE OF CALIFORNIA )

CITY OF INDIO )

COUNTY OF RIVERSIDE )
The undersigned, Secretary of the Indio Water Authority, do hereby certify that the foregoing Resolution was duly adopted by the Indio Water Authority, at a regular meeting held on the 4th day of February, 2026, and that it was so adopted by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAIN: BOARD MEMBERS:

Cynthia Hernandez,
Secretary
Indio Water Authority
I, Cynthia Hernandez, Secretary of the Indio Water Authority, do hereby certify that the above and forgoing is a full, true, and correct copy of Resolution No. _____ of said Water Authority, and that the same has not been amended or repealed.

Cynthia Hernandez,
Secretary
Indio Water Authority

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 249 of 508 4906-0502-0544v4/200973-0010
RESOLUTION NO. 10544

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO APPROVING THE

EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT FOR

THE PURPOSE OF CAUSING THE ISSUANCE OF THE WATER REVENUE REFUNDING BONDS, SERIES 2026A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED THIRTY EIGHT MILLION DOLLARS ($38,000,000) AND APPROVING THE EXECUTION

AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND

CERTAIN OTHER MATTERS
WHEREAS, the City of Indio (the “City”), a municipal corporation that is duly organized and existing under the general laws of the State of California (the “State”) proposes to cause the refunding of the outstanding Indio Water Authority Water Revenue Refunding Bonds, Series 2015A (the “2015A Bonds”); and
WHEREAS, in connection with the issuance of the 2015A Bonds, the City entered into an Amended and Restated Lease Agreement, dated as of June 1, 2015 (the “Amended and Restated Lease Agreement”), and a Sublease Agreement, dated as of June 1, 2015 (the “Sublease Agreement”), with the Indio Water Authority for the purpose of leasing the City’s water system (the “Water System”) to the Indio Water Authority and subleasing the Water System from the Indio Water Authority; and
WHEREAS, the City is a member of the Indio Public Financing Authority (the “Authority”), a public entity that is duly organized and existing under a joint exercise of powers agreement and under the Constitution and laws of the State; and
WHEREAS, the City desires to have the Authority issue Water Revenue Refunding Bonds (the “Bonds”) for the purpose of refunding the Series 2015A Bonds and paying costs of issuance in connection therewith; and
WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); and WHEREAS, in accordance with the requirements of Government Code Section 5852.1, there has been presented to the City Council of the City and disclosed at the meeting at which this resolution is being adopted the information required by Government Code Section 5852.1 which is attached hereto as Exhibit A; and
WHEREAS, the City Council has determined that it is in the best interests of the City to enter into an Installment Purchase Agreement (the “Installment Purchase Agreement”), by and between the City and the Authority, and to approve certain other documents to provide for the refunding of the 2015A Bonds; and
WHEREAS, the Bonds are to be secured by installment payments to be made pursuant to the Installment Purchase Agreement, which installment payments will be payable from net revenues of the Water System to the extent set forth in the Installment Purchase Agreement; and

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WHEREAS, the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), will enter into an Indenture of Trust (the “Indenture”), to provide for the issuance and security of the Bonds; and
WHEREAS, in order to effect a public sale of the Bonds, the City is required under federal securities laws and regulations to prepare a preliminary official statement with respect to the Bonds (the “Preliminary Official Statement”) disclosing material information about the City and the Water System; and
WHEREAS, the City wishes at this time to approve the Preliminary Official Statement for the Bonds, which has been prepared by the City and the Authority with the assistance of Stradling Yocca Carlson & Rauth LLP, as bond counsel and disclosure counsel; and WHEREAS, the City, the Indio Water Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), desire to enter into an escrow agreement (the “Escrow Agreement”) to provide for the refunding of the 2015A Bonds; and WHEREAS, in connection with the refunding of the 2015A Bonds, the City desires to enter into a termination agreement (the “Termination Agreement”) with the Indio Water Authority for the purpose of terminating the Amended and Restated Lease and the Sublease and returning the Water System and its operations to the City; and
WHEREAS, the City desires to execute a Continuing Disclosure Agreement with Willdan Financial Services, as dissemination agent, to be dated the closing date of the Bonds (the “Continuing Disclosure Agreement”), to provide updates of certain information relating to the City while the Bonds are outstanding; and
WHEREAS, the City desires to execute and deliver a bond purchase agreement (the “Bond Purchase Agreement”) with the Authority and Piper Sandler & Co., as underwriter of the Bonds (the “Underwriter”), with respect to the Bonds.

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

1. The City Council hereby specifically finds and declares that each of the statements, findings and determinations of the City Council that are set forth in the above recitals and in the preambles of the documents that are approved herein are true and correct and that there are significant public benefits of the type described in Section 6586(a)-(d), inclusive, of the Act for the residents of the City by issuing the Bonds under the Act in that the issuance of the Bonds and related transactions will result in demonstrable savings in bond preparation, bond underwriting and bond issuance costs.

2. The issuance by the Authority of the Bonds in the principal amount not to exceed $38,000,000 to cause the refunding of the 2015A Bonds and to pay the cost of issuance of the Bonds is hereby approved; provided, however, that the Bonds shall be issued only in accordance with the parameters set forth in Section 5 below.

3. The Installment Purchase Agreement is hereby approved substantially in the form on file with the City Clerk. The Mayor, the City Manager, the Assistant City Manager and the Director of

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Finance of the City (each, an “Authorized Officer”) or the designee thereof is hereby authorized and directed to execute and deliver such Installment Purchase Agreement with such changes, insertions and omissions as may be recommended by the City Attorney or the law firm of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”) and approved by the officer executing the same, said execution being conclusive evidence of such approval.

4. The Continuing Disclosure Agreement is hereby approved substantially in the form on file with the City Clerk. Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Continuing Disclosure Agreement with such changes, insertions and omissions as may be recommended by the City Attorney or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval.

5. The Bond Purchase Agreement is hereby approved substantially in the form on file with the City Clerk. Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Bond Purchase Agreement with such changes, insertions and omissions as may be recommended by the City Attorney or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval; provided, however, that in no event shall the aggregate principal amount of the Bonds exceed $38,000,000, nor shall the underwriting discount exceed 0.70% of the aggregate principal amount of the Bonds, nor shall the Bonds be issued unless the refunding of the 2015 Bonds results in at least 3% net present value savings compared to debt service on the 2015A Bonds.

6. The proceeds of the Bonds shall be deposited as provided in the Indenture and the Installment Purchase Agreement to cause the refunding of the 2015A Bonds and pay the costs of issuance of the Bonds.

7. The preparation and distribution of the Preliminary Official Statement in substantially the form on file with the City Clerk of the City is hereby approved. Each Authorized Officer or the designee thereof is hereby authorized: (i) to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the “Rule”) deeming the Preliminary Official Statement substantially final under the Rule, except for the omission of information as permitted by the Rule; and (ii) to execute, approve and deliver the final Official Statement substantially in the form of the Preliminary Official Statement with such changes, insertions and omissions as the officer or officers executing said document may require or approve, subject to advice from the City Attorney or Stradling Yocca Carlson & Rauth, as disclosure counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is directed to deliver copies of the final Official Statement to all actual initial purchasers of the Bonds.

8. The Authorized Officers, the City Clerk or any other proper officer of the City, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Preliminary Official Statement.

9. The Escrow Agreement is hereby approved substantially in the form on file with the City Clerk. Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Escrow Agreement with such changes, insertions and omissions as may be recommended by the City Attorney or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval.

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10. The Termination Agreement is hereby approved substantially in the form on file with the City Clerk. Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Termination Agreement with such changes, insertions and omissions as may be recommended by the City Attorney or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval.

11. The appointment of U.S. Bank Trust Company, National Association, as Trustee under and pursuant to the Indenture, and as Escrow Agent under and pursuant to the Escrow Agreement, with the powers and duties of said office as set forth therein, is hereby approved.

12. The City Council hereby authorizes the City Manager or his designee: (i) to solicit bids on a municipal bond insurance policy and/or reserve surety; (ii) to negotiate the terms of such policy or policies; (iii) to finalize, if appropriate, the form of such policy or policies with a municipal bond insurer; and (iv) if it is determined that the policy or policies will result in net savings for the City, to pay the insurance premium of such policy or policies from the proceeds of the issuance and sale of the Bonds.

13. The Authorized Officers, the City Clerk or any other proper officer of the City, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreement, the Termination Agreement, the Official Statement and this resolution, including the acquisition of any bond insurance or a reserve surety and the return of the Water System and its operations to the City. In the event that the Mayor of the City is unavailable to sign any of the agreements described herein, any other member of the City Council may sign such agreement.

14. Unless otherwise defined herein, all terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture unless the context otherwise clearly requires.

15. In accordance with the requirements of Government Code Section 5852.1, there has been presented to the City Council of the City and disclosed at the meeting at which this resolution is being adopted the information required by Government Code Section 5852.1 which is attached hereto as Exhibit A. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied.

16. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

17. This Resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk of the City shall certify the vote adopting this Resolution.

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 253 of 508 5 4906-0502-0544v4/200973-0010
ADOPTED, SIGNED AND APPROVED this 4th day of February, 2026.

Elaine Holmes,
Mayor of the City of Indio
ATTEST:

Cynthia Hernandez,
City Clerk of the City of Indio

Joint Resolution Nos. 2026-84, 10544 and 2026-15, of the Indio Water Aut... Page 254 of 508 6 4906-0502-0544v4/200973-0010

STATE OF CALIFORNIA )

CITY OF INDIO )

COUNTY OF RIVERSIDE )
The undersigned, City Clerk of the City of Indio, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Indio, at a regular meeting held on the 4th day of February, 2026, and that it was so adopted by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Cynthia Hernandez,
City Clerk
City of Indio
I, Cynthia Hernandez, City Clerk of the City of Indio, do hereby certify that the above and forgoing is a full, true, and correct copy of Resolution No. _____ of said City Council, and that the same has not been amended or repealed.

Cynthia Hernandez,
City Clerk
City of Indio

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Fieldman Rolapp & Associates,, Inc., the City’s Municipal Advisor (the “Municipal Advisor”) in consultation with Piper Sandler & Co., the Underwriter for the Bonds.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $33,855,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.13%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $742,775.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, set forth in (b) above, and any reserve fund funded with proceeds of the Bonds, is $37,058,720.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds as described in (b) above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $45,459,175.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such

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factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors.

The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

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RESOLUTION NO. 2026-15

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDIO PUBLIC FINANCING

AUTHORITY APPROVING THE ISSUANCE OF ITS WATER REVENUE REFUNDING BONDS, SERIES 2026A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED THIRTY EIGHT MILLION DOLLARS ($38,000,000) AND APPROVING THE EXECUTION

AND DELIVERY OF CERTAIN NECESSARY DOCUMENTS AND CERTIFICATES IN

CONNECTION THEREWITH AND RELATED ACTIONS
WHEREAS, the Indio Public Financing Authority (the “Authority”), a public entity that is duly organized and existing under a joint exercise of powers agreement and under the Constitution and laws of the State of California (the “State”); and
WHEREAS, the City of Indio (the “City”), a municipal corporation that is duly organized and existing under and by virtue of the general laws of the State, and a member of the Authority, proposes that the Authority assist the City in the refunding of the outstanding Indio Water Authority Water Revenue Refunding Bonds, Series 2015A (the “2015A Bonds”); and WHEREAS, the Board of Directors of the Authority (the “Board”) has determined that it is desirable to issue its Water Revenue Refunding Bonds, Series 2026A (the “Bonds”) to assist the City with the refunding of the 2015A Bonds and paying costs of issuance in connection therewith; and WHEREAS, the Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”); and WHEREAS, in accordance with the requirements of Government Code Section 5852.1, there has been presented to the Board of the Authority and disclosed at the meeting at which this resolution is being adopted the information required by Government Code Section 5852.1 which is attached hereto as Exhibit A; and
WHEREAS, the Bonds are to be secured by installment payments to be made pursuant to an Installment Purchase Agreement (the “Installment Purchase Agreement”), by and between the City and the Authority, which installment payments will be payable from net revenues of the City’s Water System; and
WHEREAS, the Board has determined that it is in the best interests of the Authority to enter into the Installment Purchase Agreement with the City, and to approve certain other documents; and WHEREAS, the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), will enter into an Indenture of Trust (the “Indenture”), to provide for the issuance and security of the Bond and the refunding of the 2015A Bonds; and WHEREAS, pursuant to the Indenture, the Authority will assign to the Trustee the installment payments payable under the Installment Purchase Agreement; and WHEREAS, in order to effect a public sale of the Bonds, the Authority is required under federal securities laws and regulations to prepare a preliminary official statement with respect to the Bonds (the “Preliminary Official Statement”) disclosing material information about the City and the City’s Water System; and

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WHEREAS, the Authority wishes at this time to approve the Preliminary Official Statement for the Bonds, which has been prepared by the City and the Authority with the assistance of Stradling Yocca Carlson & Rauth LLP, as bond counsel and disclosure counsel; and WHEREAS, the Authority desires to execute and deliver a bond purchase agreement (the “Bond Purchase Agreement”) with the City and Piper Sandler & Co., as underwriter of the Bonds (the “Underwriter”), with respect to the Bonds; and

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDIO PUBLIC FINANCING AUTHORITY AS FOLLOWS:

1. The Board hereby specifically finds and declares that each of the statements, findings and determinations of the Authority that are set forth in the above recitals and in the preambles of the documents that are approved herein are true and correct and that there are significant public benefits of the type described in Section 6586(a)-(d), inclusive, of the Act for the residents of the City by issuing the Bonds under the Act in that the issuance of the Bonds and related transactions will result in demonstrable savings in bond preparation, bond underwriting and bond issuance costs.

2. The Board hereby authorizes the preparation, sale and delivery of the Bonds in accordance with the terms and provisions of the Indenture in an aggregate principal amount (not in excess of $38,000,000) that is determined by the Executive Director of the Authority, together with other available funds, as being necessary to cause the refunding of the 2015A Bonds and to pay the cost of issuance for the Bonds; provided, however, that the Bonds shall be issued only in accordance with the parameters set forth in Section 6 below.

3. The form of the Bonds, as set forth in the form of the Indenture (as the Indenture may be modified pursuant hereto), is hereby approved; and the Executive Director and the Secretary are hereby authorized and directed to execute the Bonds by manual or facsimile signature in the name and on behalf of the Authority.

4. The Installment Purchase Agreement is hereby approved substantially in the form on file with the Secretary. The Chair, the Executive Director or the Treasurer of the Authority (each, an “Authorized Officer”) or the designee thereof is hereby authorized and directed to execute and deliver such Installment Purchase Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Stradling Yocca Carlson & Rauth LLP, as bond counsel (“Bond Counsel”) and approved by the officer executing the same, said execution being conclusive evidence of such approval.

5. The Indenture is hereby approved substantially in the form on file with the Secretary.

Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Indenture with such changes, insertions and omissions as may be recommended by General Counsel or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval.

6. The Bond Purchase Agreement is hereby approved substantially in the form on file with the Secretary. Each Authorized Officer or the designee thereof is hereby authorized and directed to execute and deliver such Bond Purchase Agreement with such changes, insertions and omissions as may be recommended by General Counsel or Bond Counsel and approved by the officer executing the same, said execution being conclusive evidence of such approval; provided, however, that in no

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event shall the aggregate principal amount of the Bonds exceed $38,000,000, nor shall the underwriting discount exceed 0.70% of the aggregate principal amount of the Bonds, nor shall the Bonds be issued unless the refunding of the 2015A Bonds results in at least 3% net present value savings compared to debt service on the 2015A Bonds.

7. The proceeds of the Bonds shall be deposited as provided in the Indenture and the Installment Purchase Agreement to cause the refunding of the 2015A Bonds and pay the costs of issuance of the Bonds.

8. The preparation and distribution of the Preliminary Official Statement in substantially the form on file with the Secretary is hereby approved. Each Authorized Officer or the designee thereof is hereby authorized: (i) to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the “Rule”) deeming the Preliminary Official Statement substantially final under the Rule, except for the omission of information as permitted by the Rule; and (ii) to execute, approve and deliver the final Official Statement substantially in the form of the Preliminary Official Statement with such changes, insertions and omissions as the officer or officers executing said document may require or approve, subject to advice from the Authority’s General Counsel or Stradling Yocca Carlson & Rauth LLP, as disclosure counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is directed to deliver copies of the final Official Statement to all actual initial purchasers of the Bonds.

9. The Authorized Officers, the Secretary or any other proper officer of the Authority, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Preliminary Official Statement.

10. The appointment of U.S. Bank Trust Company, National Association, as Trustee under and pursuant to the Indenture, with the powers and duties of said office as set forth therein, is hereby approved.

11. The Board hereby authorizes the Executive Director or his designee: (i) to solicit bids on a municipal bond insurance policy and/or reserve surety; (ii) to negotiate the terms of such policy or policies; (iii) to finalize, if appropriate, the form of such policy or policies with a municipal bond insurer; and (iv) if it is determined that the policy or policies will result in net savings for the City, to pay the insurance premium of such policy or policies from the proceeds of the issuance and sale of the Bonds.

12. The Authorized Officers, the Secretary or any other proper officer of the Authority, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Indenture, the Installment Purchase Agreement, the Bond Purchase Agreement, the Official Statement and this resolution, including the acquisition of any bond insurance or a reserve surety. In the event that the Chair of the Board is unavailable to sign any of the agreements described herein, any other member of the Board may sign such agreement.

13. Unless otherwise defined herein, all terms that are used herein and not otherwise defined shall have the meanings given to such terms in the Indenture unless the context otherwise clearly requires.

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14. The Board acknowledges that the good faith estimates have been obtained from the Authority’s municipal advisor in accordance with Government Code Section 5852.1 and are set forth on Exhibit A attached hereto. The Board finds and determines that the provisions of Government Code Section 5852.1 have been satisfied with respect to the authorization of the Bonds.

15. The Board hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

16. This Resolution shall take effect immediately upon its adoption by the Board, and the Secretary of the Board shall certify the vote adopting this Resolution.

ADOPTED, SIGNED AND APPROVED this 4th day of February, 2026.

Elaine Holmes,
Chair of the Indio Public Financing Authority
ATTEST:

Cynthia Hernandez,
Secretary of the Indio Public Financing Authority

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STATE OF CALIFORNIA )

CITY OF INDIO )

COUNTY OF RIVERSIDE )
The undersigned, Secretary of the Indio Public Financing Authority, do hereby certify that the foregoing Resolution was duly adopted by the Indio Public Financing Authority, at a regular meeting held on the 4th day of February, 2026, and that it was so adopted by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAIN: BOARD MEMBERS:

Cynthia Hernandez,
Secretary
Indio Public Financing Authority
I, Cynthia Hernandez, Secretary of the Indio Public Financing Authority, do hereby certify that the above and forgoing is a full, true, and correct copy of Resolution No. _____ of said Indio Public Financing Authority, and that the same has not been amended or repealed.

Cynthia Hernandez,
Secretary
Indio Public Financing Authority

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by Fieldman Rolapp & Associates, Inc., the City’s Municipal Advisor (the “Municipal Advisor”) in consultation with Piper Sandler & Co., the Underwriter for the Bonds.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $33,855,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 3.13%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $742,775.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, set forth in (b) above, and any reserve fund funded with proceeds of the Bonds, is $37,058,720.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds as described in (b) above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $45,459,175.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority’s financing plan, or a combination of

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such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.