Indio City Council
July 15, 2026

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SECTION 8. FACILITIES FOR AGENCY PERSONNEL
The provisions of Section 8 of the Standard Specifications shall apply except as modified herein.

No field offices for IWA personnel shall be required; however, IWA personnel shall have the right to enter upon the Project at all times and shall be admitted to the offices of the Contractor to use the telephone, desk and sanitary facilities provided by the Contractor for its own personnel.

SECTION 9. ADDITIONAL TERMS
Section 9 is hereby added to Part 1 of the Standard Specifications, as follows:

The provisions below shall supplement but not replace those provisions in Section 9 of the Standard Specifications.
i. 9-1.2 Methods of Measurement
The Contract Price shall constitute full compensation for all labor, equipment, materials, tools and incidentals required to complete the Project as outlined in these Contract Documents and as directed by the IWA Project Manager/Designee.
9-5 PAYMENT
9-5.1 General
In accordance with Public Contract Code Section 7107, if no claims have been filed and are still pending, the amount deducted from the final estimate and retained by the Authority will be paid to the Contractor except such amounts as are required by law to be withheld by properly executed and filed notices to stop payment, or as may be withheld for any other lawful purposes. 9-5.2 Partial and Final Payment
9-5.2.1 Monthly Closure Date and Invoice Date
In accordance with Section 9-3.2 of the Standard Specifications, the monthly closure date shall be the last Day of each month. A measurement of Work performed, and a progress estimate of the value thereof based on the Contract and of the monthly payment shall be prepared by the Contractor and submitted to the IWA Project Manager/Designee before the tenth (10th) Day of the following month for verification and payment consideration. 9-5.2.2Payments
i.The Authority shall make payments within thirty (30) Days after receipt of the Contractor’s undisputed and properly submitted payment request, including an updated construction schedule pursuant to Section 6-1.1 of the General Provisions. The Authority shall return to the Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) Days after receipt, and shall explain in writing the reasons why the payment request is not proper.

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9-5.2.3Final Invoice and Payment
Whenever the Contractor shall have completely performed the Contract in the opinion of the IWA Project Manager/Designee, the IWA Project Manager/Designee shall notify the City Clerk that the Contract has been completed in its entirety. The Contractor shall then submit to the IWA Project Manager/Designee a written statement of the final quantities of Contract items for inclusion in the final invoice. Upon receipt of such statement, the IWA Project Manager/Designee shall check the quantities included therein and shall authorize a payment amount, which in the IWA Project Manager/Designee’s opinion shall be just and fair, covering the value of the total amount of Work done by the Contractor, less all previous payments and all amounts to be retained under the provisions of the Contract Documents (“Final Payment Amount”). The IWA Project Manager/Designee shall then request that the Authority accept the Work and that the City Clerk be authorized to file, on behalf of the Authority in the office of the County Recorder, a Notice of Completion of the Work herein agreed to be done by the Contractor. In addition, the final payment will not be released until the Contractor returns the control set of Plans and Specifications showing the redlined as-built conditions.

If there is any inconsistency between or differences in Public Contract Code Section 22300 and the terms of this provision, or any future amendments thereto, Section 22300 shall control. 9-6 AUDIT
The Authority or its representative shall have the option of inspecting and/or auditing all records and other written materials used by the Contractor in preparing its billings to the Authority as a condition precedent to any payment to the Contractor or in response to a construction claim or a Public Records Act (Government Code Section 6250 et seq.) request. The Contractor will promptly furnish documents requested by the Authority at no cost. Additionally, the Contractor shall be subject to State Auditor examination and audit at the request of the Authority or as part of any audit of the Authority, for a period of three (3) years after final payment under the Contract.

The Contractor shall include a copy of this Section 9-4 in all contracts with its Subcontractors, and the Contractor shall be responsible for immediately obtaining those records or other written material from its Subcontractors upon a request by the State Auditor or the Authority. If the Project includes other auditing requirements, those additional requirements will be listed in the Special Provisions.
iv. SECTION 10.ADDITIONAL TERMS
10-22 NONDISCRIMINATORY EMPLOYMENT
The Contractor shall not unlawfully discriminate against any individual based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation or military and veteran status. The Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations. 10-23 NOTICE TO PROCEED
Upon award of this Contract and signing the Contract Documents, the Authority shall issue the Contractor a Notice to Proceed. The Authority will not authorize any Work to be done under these Contract Documents before the Contract has been fully executed. Any Work that is done by the

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Contractor in advance of such time shall be considered as being done at the Contractor’s own risk and responsibility, and as a consequence will be subject to rejection. 10-24 CONTRACTOR’S RESPONSIBILITY FOR WORK
Until the final acceptance of the Work by the Authority as defined in Section 6-8.2 of the General Provisions, by written action of the IWA Project Manager/Designee, the Contractor shall have the charge and care thereof and shall bear the risk of injury or damage to any part of the Work by the action of the elements, criminal acts, or any other cause. The Contractor shall rebuild, repair, restore and make good all injuries or damages to any portion of the Work occasioned by any cause before its completion and acceptance and shall bear the expense thereof, except for such injuries or damages arising from the sole negligence or willful misconduct of the Authority, its officers, agents or employees. In the case of suspension of Work from any cause whatever, the Contractor shall be responsible for all materials and the protection of Work already completed, shall properly store and protect them if necessary, and shall provide suitable drainage and erect temporary structures where necessary.
10-25 PROCEDURE IN CASE OF DAMAGE TO PUBLIC PROPERTY
Any portions of curb, gutter, sidewalk or any other City of Indio or Authority improvement damaged by the Contractor during the course of construction shall be replaced by the Contractor at its own cost. The cost of additional replacement of curb, gutter or sidewalk in excess of the estimated quantities shown in the Bid form and Specifications and found necessary during the process of construction (but not due to damage resulting from carelessness on the part of the Contractor during its operation), shall be paid to the Contractor at the unit prices submitted in his or her Bid. 10-26 REMOVAL OF INTERFERING OBSTRUCTIONS
The Contractor shall remove and dispose of all debris, abandoned structures, tree roots and obstructions of any character encountered during the process of excavation. It is understood that the cost of any such removals are made a part of the unit price bid by the Contractor under the item for excavation or removal of existing Work.
10-27 SOILS ENGINEERING AND TESTING
A certified materials testing firm may be retained by the Authority to perform materials tests during the Contractor’s entire operation to ascertain compliance with the Contract requirements. The Authority shall be responsible for the first series of tests. If the initial tests do not meet the Contract requirements, the Contractor shall bear the cost of all subsequent tests.

If the Authority requires other tests or more specific requirements for testing regarding this Project, those details will be included in the Special Provisions. 10-28 ACCESS TO PRIVATE PROPERTY
Unless otherwise stated in the Special Provisions, the Contractor shall be responsible for all fees and costs associated with securing permission to access private property for any portion of the Project.
10-29 WORKING DAYS AND HOURS

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The Contractor shall do all Work between the hours of 7:00 a.m. to 5:00 p.m., through Monday through Friday. Unless specifically authorized by the IWA Project Manager/Designee, no Work will be allowed on Authority holidays.

Whenever the Contractor is permitted or directed to perform night Work or to vary the period during which Work is performed during the Working Day, the Contractor shall give twelve (12) hours’ notice to the IWA Project Manager/Designee so that inspection may be provided. Also, a charge may be made to the Contractor for approved overtime or weekend inspections requested by the Contractor.
10-30 CLAIM DISPUTE RESOLUTION
a. In the event of any dispute or controversy with the Authority over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The Disputed Work will be categorized as an “unresolved dispute” and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all Disputed Work, claims and other disputed matters.
b. All claims arising out of or related to the Contract Documents or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims and to Public Contract Code Section 20104 et seq. (Article 1.5) regarding the resolution of public works claims of three hundred seventy-five thousand dollars ($375,000) or less. This Contract hereby incorporates those provisions as through fully set forth herein. Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Article 1.5, and must then adhere to Article 1.5. 10-31 THIRD PARTY CLAIMS
The Authority shall have full authority to compromise or otherwise settle any claim relating to the Project at any time. The Authority shall timely notify the Contractor of the receipt of any thirdparty claim relating to the Project. The Authority shall be entitled to recover its reasonable costs incurred in providing this notice.
10-32 COMPLIANCE WITH LAWS
The Contractor shall comply with all applicable federal, State and local laws, ordinances, codes and regulations in force at the time the Contractor performs pursuant to the Contract Documents. 10-33 CONTRACTOR’S REPRESENTATIONS
By signing the Contract, the Contractor represents, covenants, agrees, and declares under penalty of perjury under the laws of the State of California that: (a) the Contractor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in the Contract Documents; (b) there are no obligations, commitments, or impediments of any kind that will limit or prevent its full performance under the Contract Documents; (c) there is no litigation pending against the Contractor that could adversely affect its performance of the Contract, and the Contractor is not

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the subject of any criminal investigation or proceeding; and (d) to the Contractor’s actual knowledge, neither the Contractor nor its personnel have been convicted of a felony. 10-34 CONFLICTS OF INTEREST
The Contractor agrees not to accept any employment or representation during the term of the Contract or within twelve (12) months after acceptance as defined in Section 6-8.2 of the General Provisions that is or may likely make the Contractor “financially interested,” as provided in Government Code Sections 1090 and 87100, in any decisions made by the Authority on any matter in connection with which the Contractor has been retained pursuant to the Contract Documents.
10-35 APPLICABLE LAW
The validity, interpretation, and performance of these Contract Documents shall be controlled by and construed under the laws of the State of California, excluding California’s choice of law rules.

Venue for any such action relating to the Contract shall be in the Riverside County Superior Court. 10-36 TIME
If a contract is awarded and executed for the Landscape & Maintenance Services, the contract period shall be one (1) full year (12 months) in duration from the date of execution of the contract. At the sole discretion of the Authority, this contract may be extended by IWA for four (4) additional, one (1) year terms, subject to funding for the services described herein.

Time is of the essence in these Contract Documents.
10-37 INDEPENDENT CONTRACTOR
The Contractor and Subcontractors shall at all times remain, as to the Authority, wholly independent contractors. Neither the Authority nor any of its officials, officers, employees or agents shall have control over the conduct of the Contractor, Subcontractors, or any of their officers, employees, or agents, except as herein set forth, and the Contractor and Subcontractors are free to dispose of all portions of their time and activities that they are not obligated to devote to the Authority in such a manner and to such Persons that the Contractor or Subcontractors wish except as expressly provided in these Contract Documents. The Contractor and Subcontractors shall have no power to incur any debt, obligation, or liability on behalf of the Authority, bind the Authority in any manner, or otherwise act on behalf of the Authority as agents. The Contractor and Subcontractors shall not, at any time or in any manner, represent that they or any of their agents, servants or employees, are in any manner agents, servants or employees of the Authority.

The Contractor and Subcontractors agree to pay all required taxes on amounts paid to them under the Contract, and to indemnify and hold the Authority harmless from any and all taxes, assessments, penalties, and interest asserted against the Authority by reason of the independent contractor relationship created by the Contract Documents. The Contractor shall include this provision in all contracts with all Subcontractors.
10-38 CONSTRUCTION
In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of these Contract Documents shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or

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against the party who drafted the Contract Documents or who drafted that portion of the Contract Documents.
10-39 NON-WAIVER OF TERMS, RIGHTS AND REMEDIES
Waiver by either party of any one (1) or more of the conditions of performance under these Contract Documents shall not be a waiver of any other condition of performance under these Contract Documents. In no event shall the making by the Authority of any payment to the Contractor constitute or be construed as a waiver by the Authority of any breach of covenant, or any default that may then exist on the part of the Contractor, and the making of any such payment by the Authority shall in no way impair or prejudice any right or remedy available to the Authority with regard to such breach or default.
10-40 TERM
The Contract is effective as of the Effective Date listed, and shall remain in full force and effect until the Contractor has fully rendered the services required by the Contract Documents or the Contract has been otherwise terminated by the Authority. However, some provisions may survive the term listed within this Section, as stated in those provisions. 10-41 NOTICE
Except as otherwise required by law, any notice or other communication authorized or required by these Contract Documents shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during the Authority’s regular business hours or (b) on the third (3rd) business day following deposit in the United States mail, postage prepaid, to the addresses listed on the Contractor’s Bid and City Hall, or at such other address as one party may notify the other.
10-42 SEVERABILITY
If any term or portion of these Contract Documents is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of these Contract Documents shall continue in full force and effect.

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SPECIAL PROVISIONS
SP-1 Scope of Work
Maintenance services will include, but are not limited to, the following:

The Contractor shall be responsible for performing landscape maintenance services, repairs, and other activities at IWA's facilities. The Contractor shall furnish all personnel, equipment, materials, supplies, and services necessary to carry out performance in a competent and safe manner set forth in this Scope of Work. The Contractor shall have extensive experience in maintaining water-wise landscapes, including working knowledge of organics and herbicides and appropriate pruning techniques required to maintain a natural landscape. The condition and appearance of the landscape shall be lush and vigorous throughout the year and meet or exceed the expectations as detailed in the scope of work.

The maintenance and repair work performed by the Contractor shall be all inclusive and billed at a fixed flat rate each month. Maintenance and repair work includes, but is not limited to the following: weed spraying, collecting and disposing of landscape clippings (grass, leaves, branches, seeds), irrigation testing and repairs, policing for trash, plant replacement, bark/mulch replacement, soil amendments, dust control, plant removal, reseeding, hand watering, dethatching, fertilizing, tree trimming, monthly meetings, pest control, will also perform routine maintenance of the manual or automated gate system for each locality, etc. This contract may be extended by IWA at its sole discretion for four (4) additional, one (1) year terms, subject to funding for the services described herein.

Contractor shall guarantee and replace any material found to be dead, missing or in poor condition at facilities during the maintenance period at their own expense. Materials include: plants, shrubs, trees, bark/mulch, soil amendments, landscape bender board and this will be reflected in the monthly billing rate. In other words, the Contractor is financially responsible for maintaining and replacing the landscape plantings throughout the contract term at the as described above, and IWA WILL NOT monetarily compensate the Contractor for any landscape plantings; the Contractor must factor this requirement into his proposal response. IWA’s personnel and Water Operations Superintendent shall have the ability to determine when a landscape planting should be removed and replaced and shall be done so in a timely manner.

Contractor shall be required to communicate any unexpected repair work greater than $500 to the Water Operations Manager prior to the performance of work. Water Operations Manager will seek appropriate authorization and provide the Contractor with a separate purchase order to be used for billing purposes.

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General Work Guidelines
GN1. All service is to be performed in a manner that will not interfere with the normal business operations of IWA.

GN2. Complete policing (litter pick-up) of all areas as scheduled including:
landscaping, pathways, driveways, curbs and gutters, parking areas, and any trash bin areas on a site frequency basis.

GN3. Cleaning and maintenance of all drainage lines and catch basins on an as needed basis. Contractor shall maintain all swales and flow lines to provide proper drainage.

GN4. Complete sweeping, washing, raking, vacuuming and/or blowing of all hardscape areas.

GN5. Contractor shall dispose of all waste materials or remove from the property at the time of service.

GN6. All plant growth shall be prevented in any cracks in the walks or along paved areas, including street gutters.

GN7. Any breakage or loss, any unusual occurrences or problems, must be reported to IWA’s representative no later than 9:00 a.m. the following morning.

GN8. When weather conditions or holidays prevent a regular maintenance visit, Contractor shall perform their normal routine maintenance the following day.

GN9. Contractor shall complete a quality control inspection with the designated IWA employee on a monthly basis to be performed during the last week of each month. The Contractor shall fill out site review forms on each site after each service and provide photographs if necessary. The Contractor shall include in the report the following; detailed report on operation of the irrigation system, identification of any problem with the plant material and activities conducted, including any herbicides, pesticide and disease control chemicals application used. IWA will provide the site review form template to the Contractor. Contractor shall send site review forms to Water Operations Superintendent on a weekly/monthly basis.

Contractor shall attend additional meetings if deemed necessary by the Water Operations Superintendent. All deficiencies or unacceptable work noted must be addressed within seven (7) days of this inspection. If deficiencies are not met, a deduction in next invoice cycle will be applied.

GN10.Contractor personnel shall present a neat appearance and be easily recognized. This may be accomplished by wearing distinctive clothing or appropriate badges that contain both the Contractor and employee names.

GN11.Contractor shall establish and implement methods for ensuring that all keys

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issued to by IWA are not lost, misplaced, or used by unauthorized persons. No keys issued to the Contractor by IWA will be duplicated. Contractor shall report to the Water Operations Manager any lost key(s) within 24 hours. In the event keys are lost, duplicated, or IWA deems it necessary, Contractor will be required upon direction of IWA, to re-key or replace the affected lock or locks or perform re-keying and deduct the total cost from the monthly payment due to Contractor. It is also the responsibility of the Contractor to prohibit the opening of locked areas or to permit entrance of persons other than Contractor employees engaged in the performance of assigned work in those areas.

GN12.It is the responsibility of Contractor to ensure that all items of personal or monetary value found by the Contractor’s employees be turned in to IWA’s representative immediately.

GN13.IWA reserves the right to make changes in frequency and additions or deletions to the service locations list as needed or required.

GN14.Square footage or lot size indications are for references only and may not reflect the actual area to be serviced. The area to be serviced can be considerably smaller than the size indicated.

Repair Work
RW1. All damage to landscape and irrigation systems caused by the Contractor in the course of performing the work of this contract shall be repaired by the Contractor at the Contractor’s expense.

RW2. Repairs required as a result of vandalism, the public, or IWA will be repaired only after verbal approval from the IWA's representative. Repairs to control valves shall be made after proper notification to IWA’s representative in accordance with the bid prices of this contract.

RW3. Work for repairs up to $500 total charges shall be performed upon the verbal permission of Water Operations Manager.

RW4. Contractor shall be required to communicate any unexpected repair work greater than $500 to the Water Operations Manager prior to the performance of work. Water Operations Manager will seek appropriate authorization and provide the Contractor with a separate purchase order to be used for billing purposes. All invoicing for repairs must be made and received by IWA within 30 days of work completion to be honored for payment.

RW5. All electrical, plumbing, or mechanical malfunctions will be reported to the IWA’s representative no later than 12:00 p.m. the following day.

Ground Cover

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GC1. All ground cover are to be kept pruned or trimmed neatly away from shrubs, trees, walks, header boards, sprinkler heads, etc.

GC2. Bare or unplanted areas not evidencing any plant growth are to be kept free of debris, weeds, etc.

GC3. Replacement of all damaged or destroyed plants, flowers, or groundcover, including slope plantings, shall be performed by the Contractor at the Contractor’s expense. Plants will be replaced within 14 days of removal.

GC4. Repairs of erosion and other damage to slopes shall be the responsibility of the Contractor, excluding vandalism or acts of nature.

Bark/Mulch
On a weekly basis bark and rock mulch that has been disturbed will be raked smooth.

Annually add bark mulch to areas that have been reduced to less than a 3-inch depth.

Mulch is not required where groundcover and shrubs completely cover the soil.

Trees and Shrubs
TS1. All tree-trimming shall be performed in accordance with best practices of the tree- trimming trade. Pruning, thinning, and trimming of shrubs shall be performed on a regular basis to maintain a neat appearance and promote healthy growth. Work will include removal of suckers, cross branches and dead wood.

TS2. Shrubs shall be maintained away from buildings unless otherwise specified by the IWA’s representative.

TS3. Shrubbery and tree beds shall be edged and weeded, at least two times per month.

TS4. Shrubbery, plants and trees shall be manicured regularly to contain their size in respect to: species, size of planter, relative surroundings and to the best health of the plant. Shrubbery planted next to fencing or walls will be trimmed to the height of said fence or wall.

TS5. All trimmings shall be disposed of off-site.

TS6. Prune trees annually to select and develop permanent scaffold branches that are smaller in diameter than the trunk or branch to which they are attached and that have a vertical spacing of from 18” to 48” and a radial orientation so as not to overlay one another; to eliminate diseased or damaged growth; to eliminate narrow v-shaped branch forks that lack strength; to reduce toppling and wind damage by thinning out crowns; to maintain growth within space limitations; to

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maintain a natural appearance; to balance crown with roots.

TS7. Under no circumstances will stripping of lower branches (“raise up”) of young trees be permitted. Lower branches can be cut flush with the trunk only after the tree is able to stand erect without support.

TS8. Trees shall be thinned out when necessary to prevent wind and storm damage. The primary pruning of deciduous trees shall be done during the dormant season. Damaged trees or those that constitute health or safety hazards shall be pruned at any time of the year as required.

TS9. Perform minor pruning and trimming of all trees up to fifteen feet (15’) in height as needed to contain the size and shape with respect to the health and best attractiveness of the plant and surrounding areas. Trees will be trimmed at a height that can be reached by one man with a pole type trimmer/saw from the ground at all facilities.

TS10. Proper staking and supporting of all trees and shrubs shall be performed to maintain healthy growth and stability. Staking and guying shall be inspected regularly and changed as required to permit growth expansion and to prevent damage from chafing. Control devices must be removed when tree no longer needs support, or when the tree is becoming damaged by the control device.

TS11. Cultivate and repair water basins of all shrub and tree areas on a continuous basis to prevent water runoff.

TS12. Remove stakes as soon as they are no longer needed. Stakes and guys are to be inspected to prevent girding of trunks/branches and to prevent rubbing that causes bark wounds.

Weed Eradication and Pest Control
WP1. Weed infestation and growth is not permitted on-site. Keep basins and areas free of weeds. Remove any weed larger than 2” high/wide. Control may be accomplished as follows:

WP2.
i.Spot killers or selective herbicide.
ii.Pre-emergent or post-emergent herbicide treatments as necessary. iii.Other chemical treatments can be used in conjunction with manual labor to attain this control.

WP3. Contractor personnel, or its subcontractor(s), involved in the application or use of herbicide or other chemical agents must possess a "Qualified Applicator Certificate" from the State of California. A copy of the certificate(s) must be kept on file at IWA. The Contractor shall provide all PERSONAL PROTECTIVE EQUIPMENT (PPE).

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WP4. Contractor personnel, or its subcontractor(s), using any chemical treatment are responsible for spray drift, leaching, and adhering to all State, EPA and Cal OSHA laws and codes regulating use of applied chemicals.

WP5. Weeds will be removed from joints, in concrete, walkways, and parking areas along property perimeters. Pre-emergent can be used in these areas on an as needed basis.

WP6. Contractor is responsible for removal and control of moss or fungus growth in landscape areas, walkways, parking lots, etc.

WP7. Insects, disease, weeds, fungus and other pests on trees, shrubs, ground covers and lawns shall be controlled. Control of these shall be accomplished as deemed necessary.

WP8. Complete chemical weed, fungus, and insect control as deemed necessary.

Irrigation
IR1. Contractor is responsible for the complete operation and maintenance of the irrigation systems (automatic and manual). The Contractor shall provide all labor and materials for sprinkler systems as needed, i.e., broken sprinkler heads or pipe repair. The Contractor shall check all systems for proper operation, and flush out drip lines on a monthly basis. All drip lines and emitters are to be adjusted as necessary for proper covering the soil. The Contractor shall check the controller on a weekly basis for alerts.

IR2. Contractor shall continually inspect, repair, and adjust all sprinkler heads for full coverage as required, promoting healthy growth. All repairs shall be made before the next watering period. This shall be accomplished by adjusting automatic controllers, considering changes in rainfall, temperature, and seasonal conditions.

IR3. Contractor shall inspect and adjust the irrigation systems for proper coverage and moisture for maximum plant growth. Contractor shall inspect, check for broken and clogged heads, malfunctioning or leaking valves, or other conditions that hampers the correct operation of the system. The irrigation system will be checked and adjusted while performing site visit.

IR4. The Contractor shall maintain a large enough water basin around the plants so that enough water can be applied to establish moisture through the major root zone. Basins or wells will be maintained where shrubs and trees are planted in beds. All landscape within immediate areas of sprinkler heads should be trimmed to provide proper irrigation coverage.

IR5. Run-off is to be minimized, and watering times must be set as to not be a

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nuisance, i.e., spraying parked cars and pedestrians. Adjust heads as necessary to prevent over spraying on buildings, sidewalks, or other un-landscaped areas.

Particular care must be exercised to eliminate over-spray on building exteriors and windows.

IR6. Should poor coverage of localized areas become evident, Contractor shall notify IWA of the specifications, and the cost involved to rectify the problem immediately. Hand watering is to be completed by the Contractor until coverage is restored.

IR7. Manual irrigation or hand watering, if necessary for any reason, shall be accomplished to promote healthy growth using the same criteria as above.

Fertilizer
FT1. The frequency of fertilizer application will be quarterly, such that healthy vigorous conditions are maintained, and the appearance is a healthy and vigorously growing shrubs and trees.

FT2. Deep fertilizing for trees and large shrubs will be accomplished twice per year (March and August).

FT3. Contractor shall apply fertilizer and chemicals for abatement of plant pests and diseases and for weeds in accordance with the manufacturer’s specifications.

FT4. Contractor shall notify SCA one week prior to any fertilization application.

FT5. The primary goal is to apply fertilizer only if the soil is without adequate nutrients for plant vigor. The intent is to reduce overall fertilizer application to keep salt buildup potential low, to minimize excessive plant growth that requires more maintenance time, water and fertilization.

FT6. When applying granular fertilizers to drip-irrigated areas, the fertilizer must be washed in by hand or rainfall before turning on the drip system. Running the drip system immediately after will push the fertilizer away from the emitters, resulting in a high concentration of fertilizer at the edge of the wetted zone. The highly-concentrated fertilizer can kill or damage plants. It is recommended that granular fertilizers be applied to drip-irrigation areas only in the early spring and fall, just prior to a moderate rainfall.

FT7. Itemized receipts for fertilizer and other required soil amendments purchased (or for services of a fertilizer application company) must be submitted to the SCA as proof of application.

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SP-2 Minimum Qualifications and Requirements
MQR1. The Contractor must have the following at the time of bid submittal, and throughout the contract.
i.Valid California C-27 Contractors License.
ii.Valid State Pest Control Operator license.
iii.Valid California driver’s license is required of all personnel operating vehicle under the contract.

MQR2. The Contractor must have a minimum of five (5) years of experience in performing landscape maintenance and repair services similar in nature to the scope of this RFP.

MQR3. Contractor shall have a minimum of five (5) years’ experience in native landscape maintenance. Maintenance is defined as “providing 100% of the care to native landscaping. Including, but not limited to irrigation management (controller programing, soil moisture monitoring, irrigation system maintenance), pruning and thinning of plant material specific to each species of plant, fertilization, and monitoring for maintenance experience.

MQR4. Contractor’s Project Manager and on-site supervisor shall have a minimum of three (3) years recent experience in the management and supervision of landscape maintenance services similar in nature and scope to this RFP.

MQR5. Personnel assigned to this project shall have a minimum of two years’ experience providing the service described herein.

Contractor Obligations
CO1. The Contractor shall provide IWA with a service schedule including; a calendar showing the dates when monthly, quarterly, semi-annual, or annual specified work events will take place throughout the entire contract period (on a year-by-year basis) prior to commencement of work. This calendar will outline a time line schedule for all maintenance activities including; fertilization, weed abatement and any scheduled herbicide applications, pruning, and all other required activities listed in this request for bids. Failure to provide service schedule will result in returned invoices or short payments.

CO2. Francine Archuleta will serve as IWA’s Service Contract Administrator (SCA) on this contract. Questions or concerns regarding the administration of this contract can be directed to Francine Archuleta at (760) 625-1857 or email address [email protected]. The Contractor shall submit monthly itemized invoices for each location. IWA prefers electronic invoices be sent to [email protected]. In the event of computer issues, invoices can be mailed to:

Indio Water Authority/City of Indio

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 803 of 1638 IWA Project: WT-WALM25 Indio Water Authority
Attn: Accounts Payable
100 Civic Center Mall
Indio, CA 92201
CO3. Invoices shall indicate:
i.Purchase order number
ii.IWA site code Invoice shall be itemized
Invoice price shall reflect price included in the awarded service agreement, signed by the Contractor and Indio Water Authority.

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 804 of 1638 IWA Landscape and Maintenance Services
5/6/2025
ATTACHMENT 1

LANDSCAPE MAINTENANCE AND SERVICES PROJECT

DESCRIPTION OF MAINTENANCE ITEMS

1. Irrigation Insp. – Inspect all irrigation components, including, controllers, laterals and heads.

2. R & R Line/Heads – Remove and Replace defective irrigation laterals and heads.

3. Rockscape – Inspect condition of rockscape areas. Scope of work shall include weeding, spraying, pre-emergent application and additional rock as needed. Rock consists of either ¾-inch minus gravel or decomposed granite (DG).

4. Decorative Stone – Replace discharged and/or damaged decorative stone fascia panels.

5. Greenscape - Greenscape areas include items such as trees, shrubs, and ground cover planting. The maintenance work involves weeding and pruning trees, shrubs, ground cover plants.

6. Weed Abtmt - Weed abatement all other areas indicated work involves spraying and pre-emergent application.

7. R & R Trees/Shrub - Remove and replace trees and shrubs that are diseased or died. The IWA will reimburse the Contractor for the cost of trees. Submit invoice for payment, plus 10% Overhead Cost.

8. Palm Trees – Pruning/trimming yellow, brown and broken fronds, along with any palm flowers and fruit stalks.

9. Spray Roundup/Nutgrass – Spray Roundup. Includes, but not limited to, spraying for nutgrass and broad leaf plants.

10.Inspect Facility – Inspect facilities and infrastructure for condition and provide written comments to IWA Service Contract
Administrator. Facilities include buildings, asphalt and concrete parking lots, fence enclosures and block walls.

11.Manual Gates – Inspect and maintain manual swing or sliding gate and report condition and repairs in writing.

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 805 of 1638 IWA Landscape and Maintenance Services
5/6/2025

12.Auto Gates – Inspect and maintain automatic sliding gates and swing gates and report condition. Report condition and repairs in writing.

13.Photo/Limit Switch – Inspect security system photo and limit switches and report condition. Adjust limit switches and clean circuit boards.

14.Gate Wheels – Inspect condition of gate (roller) wheels for access gates and report condition. When needed make recommendations for repairs in writing.

15.Lube Chain – Inspect access gate chains and report condition.

Lubricate chain.

16.Landscape Lighting – Inspect and maintain landscape lighting.

Replace bulbs and perform other minor routine maintenance as needed.

17.Soil - Inspect condition of soil areas where Rockscape is not present. Scope of work shall include weeding, spraying, and preemergent application.

18.Soil Stabilizer – Apply soil stabilizer for dust control on vacant lots.

19.Pesticide and Pest Control – Apply pesticide at all facilities, includes: indoor and outdoor perimeter of buildings, fence enclosures and block walls to control insect infestation, rodent control and bird management.

20.Existing Finished Surface – Inspect the condition of the finish grading. Finish grades shall be uniformly graded, free of abrupt changes in grade and depressions to accommodate surface drainage and avoid ponding of runoff.

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 806 of 1638 83-101 Avenue 45
81-891 Crown Way
81-891 Crown Way
82-191 Garden Avenue
82-191 Garden Avenue
82-191 Garden Avenue
82-191 Garden Avenue
80-500 Avenue 46
43-302 Arabia Street
83-305 Avenue 45
81-899 Camino Cantos
83-006 North Shore Drive
80-250 Avenue 49
79-785 Miles Avenue
82-998 Avenue 50
49-955 Hjorth Street
80-536 Jasper Park
40-010 Jackson Street
41-650 Jackson Street
81-412 Avenue 48
43-602 Madison Street
Reservoir (Shadow Lakes)
Well Site S
Well Site W
Well Site X
Well Site V
Well Site T
PLANT 3 (Well Site 3C)
ATTACHMENT 2

LOCATION OF EXISTING FACILITIES
PLANT 1( Reservoir Site) – 83-101 Avenue 45
PLANT 3 (Well Site 3A)
PLANT 2 (Well Site 2C)
PLANT 2 (Reservoir Site and Booster Station)
PLANT 3 (Reservoir Site)
PLANT 3 (Well Site 3B)
Well Site U
Well Site 13A
PLANT 4 (Reservoir Site and Well Site 4A,4B and 4C)
Well Site 7 (Future)
Well Site 1E
Well Site Y
Well Site Z
Well Site AA

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 807 of 1638 ATTACHMENT 2

LOCATION OF EXISTING FACILITIES
43-143 Jackson Street
48-846 Monroe Street
81-865 Crown Way
80-501 Avenue 48
82-044 Avenue 48
82-530 Mandrone Dr.
83-795 Avenue 43
42-964 Avenue 43
43-998 Lago Vista
40-065 Cantana Court
81-251 Hjorth Street
40-993 Sun City Blvd
42-502 Calhoun Street/Teton Way
Dillon Road
Ave 42/Golf Center
Parkway/northwest
42-873 Della Place
83-422 Avenue 43
43-797 Faye Street
81-385 Date Palm Street
Trilogy No.1 50-120 Jackson Street
Trilogy No.2 Monroe Street APN:779-580-060
Campana Avenue at Terra Lago APN:696-300-015
Shadow Ranch #2
Lost Horse Reservoir Site
Posse Park
Waller Tract
Boe Del Heights
Terra Lago #2
Hjorth
Sun City
Shadow Ranch #1
Terra Lago #1
Plant 13
Mountain Estates
Well Site 2E (House)
Well Site BB
Indian Palms (Future)
Outdoor Resorts
Well Site 13B
Sienna
Patton

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 808 of 1638 ATTACHMENT 2

LOCATION OF EXISTING FACILITIES
Montevina 84615 Willamette Dr Indio CA
Madison Estates Madison Estates APN: 616-470-009
Tiny Well Site - Waller Tract. NE of Jackson Street and Avenue 44 - APN:692-520-008

Approve Amendment No. 1 to the Landscape and Maintenance Services Agreem... Page 809 of 1638 ATTACHMENT 3 - MAINTENANCE DESCRIPTION
Site Location Ir igation Insp
R & R Line/Heads
Rockscape
Decorative Stone
Greenscape We
d Abtmt
R & R Tre
s/Shrub
Palm Tre
s
Spray
Rndup/Ntgrs
Inspect Facil ty
Manual Gate
Auto Gates
Photo/Limit Switch
Gate Whe ls
Lube Chain
Landscape
Lighting
SoilSoil Stabil zer Pesticide and Pest Control Exisit ng Finished Surface
Includes outside perimeter
Plant 1 (Reservoir Site) 83-101 Avenue 45 √ √ √ √ √ √ √ X √ √ √ √ √ √ √ √ √ √ √ √ √ Plant 2 (Reservoir Site) 81-891 Crown Way X X √ X X √ X √ √ √ X √ √ √ √ X X X √ √ √ Plant 2 (Outside Perimeter Wall
Area facing Crown Way) 81-891 Crown Way √ √ √ X √ √ √ √ √ √ X X X X X X √ √ √ √ √ Plant 2 (Well Site 2C) 81-891 Crown Way X X X √ X √ X X √ √ √ X X X X X √ √ √ √ √ Plant 2 (Well Site 2E-House)
includes backyard 81-865 Crown Way √ √ X X √ √ √ √ √ √ √ X X √ X X √ √ √ √ √ Plant 3 (Reservoir Sites) 82-191 Garden Ave X X √ X X √ X √ √ √ √ √ √ √ √ X √ √ √ √ √ Plant 3 (Well Site 3A) 82-191 Garden Ave X X X √ X √ X X √ √ √ X X X X X √ √ √ √ √ Plant 3 (Well Site 3B) 82-191 Garden Ave X X X √ X √ X X √ √ √ X X X X X √ √ √ √ √ Plant 3 (Well Site 3C) 82-191 Garden Ave X X X √ X √ X √ √ √ X X X X X X √ √ √ √ √ Plant 4 (Reservoir Site and Well
Site 4B and 4C) 80-500 Avenue 46 √ √ √ X X √ √ X √ √ X √ √ √ √ X √ √ √ √ √ Plant 4 (Well Site 4A) 80-500 Avenue 46 √ √ √ √ √ √ √ X √ √ X √ √ √ √ X √ √ √ √ √ Well Site 7 (Future) 43-302 Arabia St. √ √ X X √ √ √ X √ √ √ X X √ X X √ √ √ √ √ Well Site 1E 83-305 Avenue 45 X X X X X √ X X √ √ X √ √ √ √ X X X √ X X Well Site 13A 81-899 Camino Cantos √ √ √ X √ √ √ X √ √ √ √ √ √ √ X √ √ √ √ √ Reservoir (Shadow Lake) 83-006 North Shore Drive √ √ √ X √ √ √ X √ √ √ X X √ X X X X √ √ √ Well Site S 80-250 Avenue 49 X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site T 79-785 Miles Avenue X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site U 82-998 Avenue 50 X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site V 49-955 Hjorth Street X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site W 80-536 Jasper Avenue X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site X 41-650 Jackson St. X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Well Site Y 40-010 Jackson St. X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Well Site Z 81-412 Avenue 48 X X √ X X √ X X √ √ X √ √ √ √ X X X √ √ √ Well Site AA 43-602 Madison Street X X √ X X √ X X √ √ √ √ √ √ √ X X X √ √ √ Well Site BB 43-143 Jackson St. √ √ X X X √ √ X √ √ X √ √ √ √ X √ √ √ X √ Indian Palms (Future) 48-846 Monroe St. X X X X X √ X X √ √ √ X X √ √ X √ √ √ √ √ Outdoor Resorts 80-501 Avenue 48 X X X X X √ √ X √ √ √ X X √ √ X √ √ √ √ √ Well Site 13B 82-044 Avenue 41 X X X X X √ X X √ √ √ X X √ X X √ √ √ √ √ Sienna 82-530 Mandrone Dr. X X X X X √ √ X √ √ √ X X X X X √ √ √ √ √

ATTACHMENT 3 - MAINTENANCE DESCRIPTION
Site Location Ir igation Insp
R & R Line/Heads
Rockscape
Decorative Stone
Greenscape We
d Abtmt
R & R Tre
s/Shrub
Palm Tre
s
Spray
Rndup/Ntgrs
Inspect Facil ty
Manual Gate
Auto Gates
Photo/Limit Switch
Gate Whe ls
Lube Chain
Landscape
Lighting
SoilSoil Stabil zer Pesticide and Pest Control Exisit ng Finished Surface
Includes outside perimeter
Patton 83-795 Avenue 43 X X X X X √ √ X √ √ √ X X √ √ X √ √ √ √ √ Shadow Ranch #1 42-964 Avenue 43 X X X X X √ √ X √ √ X X √ √ √ X √ √ √ √ √ Terra Lago #1 includes outside
perimeter 43-998 Lago Vista √ √ X X X √ √ X √ √ X X √ X X X X X √ X √ Plant 13 40-065 Cantana Ct. X X √ X X √ √ X √ √ √ X X √ √ X √ √ √ √ √ Lost Horse Reservoir Site Dillon Road X X X X X √ √ X √ √ √ X X X X X √ √ √ √ √ Hjorth 81-251 Hjorth St X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Sun City 40-993 Sun City Blvd X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Mountain Estates 42-502 Calhoun Street X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Posse Park Ave 42/Golf Center PKWY X X X X X √ X X √ √ √ X X X X X √ √ X √ √ Terra Lago #2 42-873 Della Place X X X X X √ X X √ √ √ X X √ X X √ √ √ √ √ Shadow Ranch #2 83-422 Avenue 43 X X X X X √ X X √ √ √ X X √ X X √ √ √ √ √ Waller Tract 43-797 Faye Street X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Boe Del Heights 81-385 Date Palm Street X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Trilogy No.1 50-120 Jackson Street X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Trilogy No.2 Monroe Street APN:779-580-060 X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Campana Avenue at Terra
Lago APN:696-300-015
X X X X X √ X X √ √ √ X X X X X √ √ √ √ √
Montevina 84615 Willamette Dr Indio CA X X X X X √ X X √ √ √ X X X X X √ √ √ √ √ Madison Estates
Madison Estates APN: 616-
470-009 X X X X X √ X X √ √ √ X X X X X √ √ √ √ √
Tiny Well Site - Waller Tract.

NE of Jackson Street and
Avenue 44 - APN:692-520-
008
X X X X X √ X X √ √ √ X X X X X √ √ √ √ √
LEGEND: √ Denotes Required X Denotes Not Required

Site No. Address Perimeter Block
Wall APN # Lot Size
(acres) Blow-off Inlet Drilled Equipped
1 38500 Madison Street No? 691-120-012 2.17 Ac No? No No 2 42502 Calhoun Street Yes 692-620-064 0.53 Ac Yes No No 3 42873 Della Pl Yes 601-650-065 0.51 Ac No? No No
4 48250 Hjorth Street Yes 616-335-014 0.35 Ac No? No No 5 48670 Monroe Street Yes 614-220-033-7 0.30 Ac No? No No 6 80745 Avenue 48 Yes 602-030-011 0.48 Ac Yes No No
7 81865 Crown Way Yes 608-113-016 0.21 Ac No No No
8 82530 Mandrone Dr Yes 692-130-058 0.29 Ac No No No
9 83422 Avenue 43 Yes 692-440-076 0.51 Ac No No No
10 83795 Avenue 43 Yes 692-460-079 0.55 Ac Yes No No
11 84276 Avenue 44 Yes 696-180-067 0.50 Ac Yes No No
12 Sun City Blvd Yes 691-400-020 0.47 Ac No No No
13 Posse Park No 692-040-016 19.58 Ac No No No
14 Campana Avenue at Terra Lago No 696-300-015
15 81385 Date Palm Ave. - Boe-Del
Heights No 608-174-009 0.18 Ac No Abandoned Well No
16 43777 Faye St. - Waller Tract No 692-521-021 0.18 Ac No Abandoned Well No 17 Tiny Well Site - Waller Tract No 692-520-008 0.02 Ac No Abandoned Well No 18 Jackson St and Ave 50 Yes 779-070-019 0.83Ac Yes No No 19 Monroe Street North of Avenue 52 No 779-580-060 0.63 Ac Yes No No 21 84615 Willamette Dr Indio CA Yes 696-460-073 0.47 Ac Yes No No 22 Madison Estates Tract-32339 Yes 616-470-009 0.76 Ac No No No

EXISTING IWA WELL LOTS FOR FUTURE WELLS
ATTACHMENT 4

City of Indio
City Council
July 15, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Peña, Director of Water Utility & Maintenance Subject: Purchase from Ferguson Waterworks, Core & Main, Inc. and Western Watreworks for as-needed waterworks parts and supplies for a combined not-to-exceed amount of $360,000 in accordance with the approved budget for FY 2026/27
RECOMMENDATION:

Staff recommends that the City Council approve the purchase of as-needed waterworks parts and supplies from Ferguson Waterworks, Core & Main, and Western Waterworks for a combined not-toexceed amount of $360,000, in accordance with the approved Fiscal Year 2026-2027 budget.

SUMMARY:

To maintain proper operation, maintenance, and regulatory compliance of the water distribution system, City of Indio requests to purchase repair parts and supplies on as-needed basis. Based on the excellent service provided by the current vendors, competitive pricing, comprehensive inventory, and timely availability of products, staff recommends that the City Council approve purchases for a combined not-to-exceed amount of $360,000 for as-needed waterworks parts and supplies in Fiscal Year 2026-2027. Staff will obtain price quotes from each vendor prior to making purchases exceeding $5,000.

BACKGROUND INFORMATION:

Historically, City of Indio has requested approval of purchases for as-needed waterworks parts and supplies from the vendors listed below:

Vendor Location
Core & Main Indio, CA
Western Water Works Chino Hills, CA
Ferguson Waterworks Indio, CA
In addition to offering competitive prices and timely supply, the vendors carry inventories that meet City of Indio standards and specifications. To streamline the purchasing process and to efficiently process invoices, the City of Indio is again requesting approval of purchases from these vendors for FY 2026-2027 for as-needed waterworks parts and supplies. This authorization will give staff the ability to continue a timely and cost-effective procurement ensuring we receive the best price.

AGENDA ITEM #9.16
Purchase from Ferguson Waterworks, Core & Main, Inc. and Western Watrewo... Page 813 of 1638 Parts and supplies purchased from these vendors include meter boxes and lids, valves, pipes, fittings, fire hydrants, joint restraints, clamps and couplings, and service brass just to mention a few.

Purchases are only made when needed and from the vendor that provides the best price.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$360,000 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Public Infrastructure
Source of funds: Water Distribution and Water
Production
Fund-Org-Object
Reference:

Various Accounts
Additional Financial Details:

Funds are budgeted in various line items in the Water Distribution and Water Production accounts for the purchase of waterworks parts and supplies for FY 2026-2027.

APPROVAL(S):

Miguel Peña, Director of Water Utility & Maintenance Approved - 30 Jun 2026 Ruby D. Walla, Director of Finance Approved - 01 Jul 2026 Steven Graham Pacifico, City Attorney Approved - 02 Jul 2026 Jonathan Nicks, City Manager Approved - 07 Jul 2026

Purchase from Ferguson Waterworks, Core & Main, Inc. and Western Watrewo... Page 814 of 1638 City of Indio
City Council
July 15, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Peña, Director of Water Utility & Maintenance Subject: Goods and Services Agreement with Ferguson Enterprises, LLC for asneeded water meters and meter parts FY 2026-2027 RECOMMENDATION:

Staff recommends that the City Council approves a goods and services agreement with Ferguson Enterprises, LLC, doing business as Ferguson Waterworks, for the purchase of as-needed water meters and meter parts in an amount not to exceed $450,000.

SUMMARY:

The city’s approved Fiscal Year 2026-2027 budget includes anticipated revenue from water meter sales and corresponding expenditures for meters associated with development projects. The budget also provides funding to replace inefficient and out-of-warranty meters and metering equipment.

BACKGROUND INFORMATION:

The city meters customer water consumption to support the recovery of costs associated with providing water service. Ferguson Waterworks is the exclusive distributor of Neptune water meters, meter-reading systems, replacement parts, and automated meter technologies used by the city.

Standardizing metering equipment through a single vendor ensures consistency across the city's metering system, reduces long-term maintenance and replacement costs, and enables staff to maintain and service standardized equipment.

The city currently maintains more than 25,000 active water service connections, all equipped with Neptune radio-read metering technology. All new development projects are required to install citysupplied Neptune radio-read meters. Neptune meters have demonstrated long-term reliability and durability under field conditions.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$450,000 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Public Infrastructure
Source of funds: Water Operating Budget Fund-Org-Object Reference:
5506713-531075
AGENDA ITEM #9.17
Goods and Services Agreement with Ferguson Enterprises, LLC for as-neede... Page 815 of 1638 Additional Financial Details:

Funds are budgeted in the Water Distribution accounts for the purchase of water meters for FY 2026-2027. The funds are available in the city’s FY2026-27 Operating Budget.

ATTACHMENTS:

Attachment 1 - As-Needed Meter & Parts Goods & Services Agreement FY2026-27 APPROVAL(S):

Miguel Peña, Director of Water Utility & Maintenance Approved - 01 Jul 2026 Ruby D. Walla, Director of Finance Approved - 01 Jul 2026 Steven Graham Pacifico, City Attorney Approved - 02 Jul 2026 Jonathan Nicks, City Manager Approved - 07 Jul 2026

Goods and Services Agreement with Ferguson Enterprises, LLC for as-neede... Page 816 of 1638

GOODS AND SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO

A CALIFORNIA MUNICIPAL CORPORATION
AND

FERGUSON ENTERPRISES, LLC

DBA FERGUSON WATERWORKS

OPTIONAL LANGUAGE FOR JANITORIAL

ONE TIME OR ON GOING

DO NOT USE THIS AGREEMENT FOR IT OR SIMILAR SERVICES
Form Approved January 2025

Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

Goods and Services Agreement with Ferguson Enterprises, LLC for as-neede... Page 817 of 1638 Page | 1

GOODS AND SERVICES AGREEMENT

FOR AS NEEDED WATER METERS AND METER PARTS

BETWEEN THE CITY OF INDIO AND FERGUSON ENTERPRISES, LLC

DBA FERGUSON WATERWORKS
THIS GOODS AND SERVICES AGREEMENT (“Agreement”) is made and entered into this 15th day of July, 2026 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and Ferguson Enterprises, LLC (dba Ferguson Waterworks, licensed to do business in California (“Vendor”). For the purposes of this Agreement, City and Vendor are sometimes hereinafter each referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. Pursuant to the provisions Chapter 33 of the Indio Municipal Code, City has the authority to enter into contracts for goods and services.

2. City has sought by direct contract to obtain from Vendor the materials and/or equipment and the performance of non-professional services] defined and described particularly in Section 2, “Scope of Services” of this Agreement. THIS IS AN ONGOING PURCHASE.

3. Vendor desires to perform and assume responsibility for the sale of as-needed Neptune water meters and meter parts, required by the City on the terms and conditions set forth in this Agreement.

4. Vendor represents that it has the required competence and qualifications necessary as-needed Neptune water meters and meter parts to fully perform under this Agreement].

5. The Parties now desire to finalize the selection of Vendor under the terms and conditions of this Agreement.

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

SECTION 1. TERMS OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term commences on the Effective date and terminated on June 30, 2027, unless extended by written agreement of the Parties. All days set out are calendar days unless otherwise provided.

Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

Goods and Services Agreement with Ferguson Enterprises, LLC for as-neede... Page 818 of 1638 Page | 2
SECTION 2. SCOPE OF SERVICES
(a)Vendor shall provide the goods, materials and equipment and/or perform the services and tasks set forth in Exhibit “A,” “Scope of Services”, attached and incorporated, which shall include all exhibits and addendums (collectively the “Services”)
(b)Unless specifically stated otherwise, all goods shall be new and unused and of the current production year.

SECTION 3. ADDITIONAL SERVICES
At any time during the Term of this Agreement, City may request that Vendor perform “Additional Work.” “Additional Work” means any work determined by City to be necessary for the proper completion of the Scope of Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Vendor shall not be compensated for any such Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 27 “Administration and Implementation” or Section 28 “Amendment” of this Agreement.

If and when such Additional Work is authorized, such additional work shall be deemed to be part of the Goods and Services.

SECTION 4. COMPENSATION
(a)Subject to any limitations set forth in this Agreement, City agrees to pay Vendor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $450,000.00, unless additional compensation is approved in writing in accordance with Section 27 “Administration and Implementation” or Section 28 “Amendment” of this Agreement.
(b)Payment to Vendor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Vendor. (c) If the term of this Agreement is extended, the City shall pay the same rates specified in Exhibit “B” “Compensation.”
SECTION 5. METHOD OF PAYMENT AND INVOICING
(a)Payment to Vendor shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed and/or the goods provided. The invoices shall be delivered to City at the address set forth in Section 22, “Notices” hereof. (b)Each month Vendor shall furnish to City an original invoice for all work performed/ goods delivered and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

Goods and Services Agreement with Ferguson Enterprises, LLC for as-neede... Page 819 of 1638 Page | 3
sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories:
labor, travel, materials, equipment and supplies. If the compensation set forth in Section 5(a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Vendor to determine whether Services the work performed/ good delivered and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Vendor which are disputed by City, City will use its best efforts to cause Vendor to be paid within forty-five (45) days of receipt of Vendor’s correct and undisputed invoice.

Vendor shall notify the City in writing no later than five (5) business days after invoicing for Services that have reached eighty percent (80%) of the total contract price. This notification shall include a detailed breakdown of the total amount invoiced to date and the remaining balance of the contract price.

SECTION 6. SCHEDULE OF PERFORMANCE
Vendor shall provide the Services expeditiously, within the Term of this Agreement.

Upon request of the City, Vendor also shall provide a more detailed schedule of anticipated performance.

SECTION 7. INDEPENDENT CONTRACTOR
(a)Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b)The personnel performing providing the Services under this Agreement on behalf of Vendor shall at all times be under Vendor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Vendor or any of Vendor’s officers, employees, subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

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represent that Vendor or any of Vendor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Vendor, nor any of Vendor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Vendor expressly waives any claim Vendor may have to any such rights.
(d)Vendors providing Janitorial Services shall comply with the provisions of state law, including those for registration with the Department of industrial Relations.

SECTION 8. ACCEPTANCE OF GOODS
(a)Goods provided as part of the Services (“Goods”) shall be received subject to City’s inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City’s specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing.

Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 “Indemnification” and Section 20 “Insurance.”
(b) If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor’s risk for a reasonable time thereafter and shall be returned or disposed of at Vendor’s expense. No rejected Goods shall be replaced by Vendor without prior written instruction or authorization from City.

SECTION 9. ACCEPTANCE OF SERVICES
City may inspect and accept or reject any of Vendor’s work under this Agreement, either during performance of the Services or when Services are completed. City shall reject or finally accept Vendor’s work within sixty (60) calendar days after submitted to City. Within that time, City shall reject work by a written explanation; otherwise Vendor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Vendor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 “Indemnification.”
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SECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor’s staff and subcontractors, if any, assigned to provide the Goods and/or Services. Vendor shall notify City of any changes in Vendor’s staff and subcontractors, if any, assigned to provide the Goods and/or Services prior to and during any such performance.

SECTION 11. STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and/or Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and/or Services. In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor’s profession commonly possess and exercise within Southern California. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Vendor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 12. WARRANTY OF GOODS
In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year or such longer period as provided by a manufacturer’s warranty or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods.

Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor shall indemnify, defend and hold City harmless against any and all third-party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

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SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (a)Vendor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing, including but not limited to a City business license.. Vendor further represents and warrants that the Services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Vendor to comply with this section.
(b)Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Vendor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment,” which definition is considered by CARB to include any item of equipment with a fuelpowered engine. Vendor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory City for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement.
(c) To the extent applicable, Vendor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection City, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
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or additional regulatory requirements. In addition, to the indemnification provisions of this Agreement, Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from and against any and all fines, penalties, claims or other regulatory requirements arising from Vendor’s non-compliance with applicable laws, regulations and policies, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (e) In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this section. Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.

SECTION 14. PREVAILING WAGE LAWS
(a)Vendor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is one-thousand dollars ($1,000) or more, Vendor shall fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Vendor’s principal place of business and at the project site. Vendor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is the intent of the Parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law. (b)If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

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1771.1, the Vendor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor.

This Agreement may also be subject to compliance monitoring and enforcement by the DIR. It shall be Vendor’s sole responsibility to comply with all applicable registration and labor compliance requirements. (c) For Janitorial Provisions: In addition to all other requirements, each company and janitor shall be registered as required by the Department of Industrial Relations.

SECTION 15. NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation in connection with or related to the performance of this Agreement. Vendor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regs, tit. 2, § 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Vendor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

SECTION 16. SAFETY
Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

Safety precautions as applicable shall include, but shall not be limited to:
i. Adequate life protection and lifesaving equipment and procedures; ii. Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and
iii. Adequate facilities for the proper inspection and maintenance of all safety measures.

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SECTION 17. ACCOUNTING RECORDS
Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable.

Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

SECTION 18. DISPUTES
Should any dispute arise respecting the true value of any work done, of any work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment to Vendor during the performance of this Agreement, Vendor shall continue to perform while said dispute is decided by the City. If Vendor disputes the City’s decision, Vendor shall have such remedies as may be provided by law. City reserves the right to employ other vendors in connection with the Goods and/or Services provided under this Agreement.

SECTION 19. INDEMNIFICATION
Vendor shall indemnify, defend, and hold harmless the City, and its officers, employees, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable attorney’s fees and costs of litigation (“claims”), arising out of the Vendor’s performance of its obligations under this agreement or out of the operations conducted by Vendor, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City.

In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Vendor’s performance of this Agreement, the Vendor shall provide a defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees their costs of defense, including reasonable attorney’s fees, incurred in defense of such claims.

Payment by City is not a condition precedent to enforcement of this indemnity. In the event of any dispute between Vendor and City, as to whether liability arises from the sole negligence or willful misconduct of the City or its officers, employees, or agents, Vendor will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as solely negligent or to have acted with willful misconduct. Vendor will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.

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SECTION 20. TERMINATION OF AGREEMENT
(a)City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor. In the event such notice is given, Vendor shall cease immediately all work in progress. (b)Vendor may terminate this Agreement for cause at any time upon thirty (30) days prior written notice of termination to City.
(c) If either Vendor or City fails to perform any material obligation under this Agreement, then, in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice. (d)Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor’s possession shall be returned to City. Vendor shall furnish to City a final invoice for work performed and expenses incurred by Vendor prepared as set forth in Section 6 “Method of Payment and Invoicing” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 6 “Method of Payment and Invoicing” of this Agreement.
(e)Upon written notice, City may suspend all or any portion of Vendor’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Vendor a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 21. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201
To Vendor: Ferguson Waterworks
Attn: Michael Balla
11909 Tech Center Ct.

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Poway, CA 92064
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 22. BINDING EFFECT
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 23. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

SECTION 24. WAIVER
No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default will impair the right or remedy or be construed as a waiver. A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

SECTION 25. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations of the terms and conditions of this Amendment.

SECTION 27. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vendor and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Chapter 33 of the Municipal Code. All other amendments shall Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

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be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

SECTION 28: FORCE MAJURE
If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.

SECTION 29: PARTIES’ REPRESENTATIVES
A. City Representative: Water Utility and Maintenance Director shall represent City in all matters pertaining to the administration of this Agreement, with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by City under this Agreement, those actions will be taken by the Water Utility and Maintenance Director unless otherwise stated. The City’s Chief Executive has the right to designate another City Representative at any time, by providing notice to Vendor.

B. Vendor Representatives: Vendor’s Michael Balla are designated as being the principal(s) and representative(s) of Vendor authorized to act on its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement. Vendor shall not change the designated representatives without prior written consent of the City.

SECTION 30: BUSINESS LICENSE
The Vendor shall obtain a City business license prior to the start of work under this Agreement, unless Vendor is qualified for an exemption.

SECTION 31: VENDOR’S RECORDS
Records of the Vendor’s time pertaining to the services and records of accounts between the City and the Vendor will be kept on a generally recognized accounting basis. Vendor will also maintain all other records, including without limitation invoices, correspondence, specifications, drawings, progress reports, and the like, relating to the Vendor’s services. All records will be available to City during normal working hours. Vendor will maintain these records for three (3) years after final payment.

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No officer or employee of City will be personally liable to Vendor, in the event of any default or breach by the City or for any amount that may become due to Vendor under this Agreement.

SECTION 33. CONFLICTS OF INTEREST
(a) Vendor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Vendor’s ability to provide the Goods and/or Services. Vendor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Vendor is, as of the date of execution of this Agreement, independently involved in providing non-related goods and/or services to other governmental agencies and private parties. Vendor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Vendor will, provide non-related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.
(d) Notwithstanding, no officer or employee of the City may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation. (e) No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

SECTION 34: MISCELLANEOUS
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A. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of City and Vendor as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

B. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply.

C. LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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

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

F. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

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SECTION 35. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement. [SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite their signatures.

City of Indio Ferguson Enterprises, LLC
Dba Ferguson Waterworks
Date Date
Jonathan Nicks, City Manager Andy Bohn, Meter & Automation Sales Manager
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EXHIBIT “A”

SCOPE OF SERVICES
Provide Neptune water meters and meter parts as needed.

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EXHIBIT “B”

COMPENSATION
Compensation for the Services shall not exceed $450,000.00 for the term of the agreement. Fees are based on Schedule of Price.

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EXHIBIT “C”

MANUFACTURE WARRANTY
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A NEPTUNE TECHNOLOGY GROUP WARRANTY STATEMENT
Neptune T-10®, HP Turbine, TRU/FLO® Compound Cold Water Meters

1. TERMS OF LIMITED WARRANTY
With respect to its Neptune T-10®, HP TURBINE, TRU/FLO® Compound Water Meters (collectively the “Water Meters”), Neptune Technology Group Inc. (“Neptune”) warrants the following on meters sold on or after 11/1/92:

The Water Meters will be, at the later of (i) the date of original purchase from Neptune or (ii) the date of original shipment from Neptune-authorized distributor of Water Meters (that later date is referred to as “the Date of Shipment”) and will remain for a period of eighteen (18) months from the Date of Shipment, or twelve (12) months from date of installation, whichever comes first, free from manufacturing defects in workmanship and material. (a) Maincase. The no-lead high copper alloy or Brass maincase of the Water Meters will be at the Date of Shipment free from manufacturing defects in workmanship and material for the life of the Water Meter.
(b) Frost Protection. All Neptune T-10 Cold Water Meters shipped with a cast-iron bottom cap will, commencing upon the Date of Shipment, be warranted against chamber damage for a period of ten (10) years.
(c) Registers. Standard, roll sealed registers of the Water Meters will be at the Date of Shipment, and shall remain for the following periods, free from manufacturing defects in workmanship and material for a period of ten (10) years. The ARB®, ProRead™ (ARB VI), E-CODER® (ARB VII), and ProCoder™ system registers are warranted for ten (10) years from Date of Shipment. All ProRead encoder receptacles shipped after January 1, 2001, shall be warranted for five years from the Date of Shipment. All other components and parts are covered under Neptune’s standard one-year material and workmanship guarantee. (d) Meter Accuracy for Neptune T-10.

Neptune T-10 Meters and Neptune T-10
nutating disc chambers in TRU/FLO
Compound Water Meters are warranted to
meet or exceed, as listed herein, accuracy
standards of the AWWA Standard C700-95
for a period of: (i) five (5) years from Date
of Shipment for 5/8”, 3/4” and 1” meters;
(ii) for a period of two (2) years from the
Date of Shipment for 1 1/2” and 2” meters;
or (iii) the applicable registration shown
below, whichever occurs first. Neptune
further guarantees that the Neptune T-10 and Neptune T-10 nutating disc chambers in TRU/FLO Compound Water Meters will perform to at least Repaired Meter Accuracy Standards, according to AWWA Manual M-6 Chapter 5 (1999) Table 5.3 for an additional ten (10) years or the registration shown below, whichever occurs first.
(e) Meter Accuracy for HP Turbine and TRU/FLO. The HP Turbine and TRU/FLO Compound Cold Water Meters will perform, for a period of one (1) year from the Date of Shipment, to American Water Works Association (“AWWA”) accuracy standards for new water meters.

SIZE EXTENDED LOW FLOW ACCURACY NEW METER ACCURACY REPAIRED METER ACCURACY ⅝ & ⅝” x ¾” ⅛ US gpm @ 95%
5 years or 500,000 gallons 500,000 gallons 1,500,000 gallons ¾” ¼ US gpm @ 95%
5 years or 750,000 gallons 750,000 gallons 2,250,000 gallons 1” ⅜ US gpm @ 95%
5 years or 1,000,000 gallons 1,000,000 gallons 3,000,000 gallons 1 ½” ¾ US gpm@ 95%
2 years or 1,600,000 gallons 1,600,000 gallons 5,000,000 gallons 2” 1 US gpm @ 95%
2 years or 2,700,000 gallons 2,700,000 gallons 8,000,000 gallons Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

© 2024 Neptune Technology Group Inc. All Rights Reserved. The trademarks, logos and service marks displayed in this document herein are the property of Neptune Technology Group Inc., its affiliates or other third parties. Availability and technical specifications are subject to change without notice. W METER 02.24

2. WARRANTY RETURN
If a Neptune Water Meter fails an accuracy test during an applicable warranty period, it may be returned to Neptune for repair or replacement at Neptune’s option.

An accuracy test shall be conducted by the customer according to AWWA standards. Any meter being returned for repair to Neptune under this performance guarantee must be returned with a copy of the customer’s test results. If the meter is returned to Neptune without a copy of the test results or if Neptune’s factory test shows the meter to meet current AWWA standards, the customer will be charged a nominal testing fee by Neptune in such cases. Neptune will repair or replace the meter at Neptune’s option after the meter has been tested by Neptune. Meters repaired or replaced under the performance guarantee will be guaranteed to perform to AWWA repaired meter accuracy standards.

3. WARRANTIES ARE EXCLUSIVE
The warranties set forth in this certificate of warranty are in lieu of any other warranty, guarantee, or representation, whether expressed or implied, including without limitation, the warranty of merchantability and the warranty of fitness for a particular purpose.

4. DAMAGES LIMITED TO COSTS OF REPLACEMENT AND REPAIR
If the Water Meter fails to meet the warranties set forth in Paragraph 1 of this Certificate of Warranty, Neptune, at its option shall, without charge of labor or materials, repair or replace the Water Meter or part thereof, provided that (a) the Water Meter is delivered to a Neptune representative, (b) the Water Meter is accompanied by a Return Material Authorization (RMA), and (c) all costs of delivery to Neptune are assumed by the purchaser of the Water Meter. Neptune’s liability is limited to its costs of replacement and repair of the defective water meter. Damages resulting from miscalculation of water usage or lost revenue or profit are not recoverable from Neptune. It is the responsibility of the customer to periodically verify the operation and accuracy of its meters.

5. WARRANTIES ARE INAPPLICABLE UNDER CERTAIN CONDITIONS The warranties set forth in this Certificate of Warranty do not apply to any Water Meter that has been damaged by, or subjected to, conditions which, in the opinion of Neptune, have affected the Water Meter’s ability of performance, including but not limited to: misuse; improper handling, application or installation; excessive operating conditions; foreign materials in the water; aggressive water conditions; tampering or unauthorized repairs or modifications; accidental or intentional damage; acts of God. This Certificate of Warranty shall not apply if product is placed in non-recommended installation, is connected or altered by other than Neptune recommended procedures, is used with other than genuine Neptune meter registers and components, or read by equipment not approved or licensed by Neptune. Neptune makes no claims concerning operability and/or compatibility or third party reading systems. In addition, this Certificate of Warranty shall not apply if third party reading equipment is believed to have caused damage to the meter or register. In order to determine its liability, if any, under this Certificate of Warranty, Neptune shall have the right to inspect any Water Meter or part thereof that is claimed to be defective at Neptune or other location designated by Neptune.

NEPTUNE’S LIABILITY WITH RESPECT TO BREACHES OF THE FOREGOING LIMITED WARRANTY SHALL BE LIMITED AS STATED HEREIN. NEPTUNE’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE. NEPTUNE SHALL NOT BE SUBJECT TO AND DISCLAIMS THE FOLLOWING: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR

ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY NEPTUNE, OR ANY UNDERTAKINGS, ACT OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL, MULTIPLE, EXEMPLARY, AND PUNITIVE DAMAGES WHATSOEVER.

Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

A NEPTUNE TECHNOLOGY GROUP WARRANTY STATEMENT
MACH 10® Ultrasonic Meter

1. WARRANTY EFFECTIVE DATE
This warranty will be effective for any MACH 10® water meters that has been shipped on or since March 1, 2026.

2. WARRANTY COVERAGE for MACH 10 and C&I MACH 10
With respect to its Neptune® MACH 10® water meter (“MACH 10” or “C&I MACH 10”), Neptune Technology Group Inc. (“Neptune”) warrants that for meters sold on or after March 1, 2026, for potable water or combined potable water and fire service applications, the meter will be warranted to be free from manufacturing defects in workmanship and material for 18 months from the date of original shipment from Neptune. Neptune makes the following additional warranties with respect to certain MACH 10 meter sizes and components:
a) Lead Free Bronze Maincase: Neptune warrants that the lead free bronze maincase will be free from manufacturing defects in workmanship and material for:
i. 5/8” to 2” – a period of twenty (20) years from the Date of Shipment. ii. 3” to 12” – the life of the water meter.
b) Electronics: Neptune warrants that the electronics of the MACH 10 (such as battery, PCB, transducers, LCD) will be free from manufacturing defects in workmanship and material for the components specified in subparts i. through iii of this Section b). The MACH 10 electronics warranty does not include the optional pressure sensor, remote shut-off valve, or external housing that encapsulates the electronics. i. 5/8” to 2” – a period of twenty (20) years from the Date of Shipment; Neptune will repair or replace a non-performing MACH 10 meter free of charge for the first ten (10) years and at a discount of the then-current list price during the following ten (10) years per the schedule at the right. ii. 3” to 12” – a period of ten (10) years and six (6) months from the Date of Shipment; Neptune will repair or replace a non-performing MACH 10 UME free of charge for the first five (5) years and six (6) months and at a discount of the then-current list price, during the following five (5) years per the schedule to the right. iii. MACH 10®)R900i™models follow the electronics warranty specified in Section b of this warranty for the respective meter size.
c) Meter Accuracy: Provided that the meter and the components specified in Section 2 and subparts a), b), and d) are functioning properly (regardless of whether the meter and specified components are within or outside an applicable Warranty Period), Neptune warrants the MACH 10 to meet or exceed meter accuracy per AWWA specifications of ±1.5% and further warrants extended low flow accuracy of ±3% for the published ranges set forth in Neptune’s current product sheet in existence at the time of the Date of Shipment:
i. 5/8” to 2” – a period of twenty (20) years from Date of Shipment. ii. 3” to 12” – a period of ten (10) years and six (6) months from the Date of Shipment. d) Pressure: Neptune warrants the embedded pressure sensor (included in a MACH 10p®) to meet or exceed the accuracy ranges outlined in the version of Neptune’s Installation and Maintenance Guide that is published at the time of the Date of Shipment of the MACH 10p meter for a period of five (5) years from Date of Shipment.
e) Valve: Neptune warrants the MACH 10 meter with an integrated remote shutoff valve (MACH 10v®, 5/8” to 1”) for a period of (20) years or four-hundred eighty (480) cycles from the date of shipment, whichever comes first. A cycle consists of any valve actuation (Open, Close, or Restrict). Neptune will repair or replace a meter with a non-performing valve free of charge for the first ten (10) years and at a discount of the then-current list price during the following ten (10) years per the 5/8” to 2” schedule.

MACH 10 Replacement Schedule*
Year 5/8” to 2” 3” to 12”
1 thru 5
100%
100%
6 70%
7 60%
8 45%
9 35%
10 25%
11 70% n/a
12 70% n/a
13 60% n/a
14 60% n/a
15 50% n/a
16 45% n/a
17 40% n/a
18 35% n/a
19 30% n/a
20 25% n/a
*Replacement price discount percentages will be applied towards the then-current list price in effect for the year product is accepted by Neptune under warranty
conditions. Replacement MACH 10 electronics are
warranted for one (1) year after date of shipment or
balance of original MACH 10 warranty, whichever is
greater. (n/a = not applicable)
Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

3. WARRANTY RETURNS
If a Neptune MACH 10 meter fails an accuracy test during an applicable Warranty Period, it may be returned to Neptune for evaluation. Any MACH 10 meter proved to the satisfaction of Neptune to have failed the warranties set forth in this Certificate of Warranty will, at the option of Neptune, be repaired or replaced at no cost to the customer. An accuracy test shall be conducted by the customer according to then-current AWWA testing standards. Any meter being returned for repair to Neptune under this performance warranty must be returned with a copy of the customer’s test results. If the meter is returned to Neptune without a copy of the test results or if Neptune’s factory test shows the meter to meet Neptune’s published accuracy specifications, then the customer will be charged a nominal testing fee by Neptune in such cases. If after the meter has been tested by Neptune, Neptune determines that the meter has failed the warranties set forth in this Certificate of Warranty, then Neptune will repair or replace the meter at Neptune’s option. Repaired or replacement MACH 10 meters are warranted for one (1) year after Date of Shipment of the repaired or replacement MACH 10 meter or the balance of the original MACH 10 meter warranty, whichever is greater.

4. RESPONSIBILITY LIMITED TO COSTS OF REPLACEMENT AND REPAIR If the MACH 10 fails to meet the warranties set forth in Sections 2 and 3 of this Certificate of Warranty, then Neptune, at its option shall repair or replace the MACH 10 or part thereof, provided that (a) the MACH 10 is delivered to a Neptune representative, (b) the MACH 10 is accompanied by a Return Material Authorization (RMA), and (c) all costs of delivery to Neptune are assumed by the purchaser of the MACH 10. Neptune’s liability is limited to its costs of replacement and repair of the non-performing MACH 10, and without limitation, this warranty does not include field replacement, labor, or materials costs, which are the responsibility of the customer. Damages resulting from miscalculation of water usage or lost revenue or profit are not recoverable from Neptune. It is the responsibility of the customer to periodically verify the operation and accuracy of its meters.

5. WARRANTIES ARE INAPPLICABLE UNDER CERTAIN CONDITIONS The warranties set forth in this Certificate of Warranty applies only to the extent that the Product is installed, serviced and operated strictly in accordance with AWWA Standard C715 and AWWA M6 Manual, as applicable and do not apply to any MACH 10 meter that has been damaged by, or subjected to, conditions which, in the opinion of Neptune, have affected the ability of the MACH 10 to perform, including but not limited to: misuse; improper handling, application or installation; excessive operating conditions; foreign materials in the water; aggressive water conditions; tampering or unauthorized repairs or modifications; accidental or intentional damage; or acts of God. This Certificate of Warranty shall not apply if the product is placed in a non-recommended installation, is connected or altered by other than Neptune recommended procedures or is read by equipment not approved or licensed by Neptune. Neptune makes no claims concerning operability and/or compatibility of third-party reading systems. In addition, this Certificate of Warranty shall not apply if third-party reading equipment is believed to have caused damage to the MACH 10.

In order to determine its liability, if any, under this Certificate of Warranty, Neptune shall have the right to inspect any MACH 10 meter or part thereof that is claimed to be defective at Neptune or other location designated by Neptune. If Neptune identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse Neptune for all expenses incurred by Neptune in examining, troubleshooting, performing support activities, repairing, or replacing any Equipment that satisfies any of the Exceptions defined above.

THE ABOVE WARRANTY FOR THE MACH 10 WATER METER IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY NEPTUNE WITH RESPECT TO THE MACH 10. ALL OTHER WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS, OR OTHER LEGALLY OPERATIVE PROVISIONS CONCERNING THE MACH 10 ARE HEREBY EXPRESSLY

EXCLUDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION, TERM, AND REPRESENTATION OR OTHER LEGALLY OPERATIVE PROVISION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS PARAGRAPH IS EXPRESSLY INTENDED TO EXCLUDE FROM THIS CONTRACT ALL STATUTORY AND COMMON LAW WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO AVOID ANY AMBIGUITY OR MISUNDERSTANDING, ALL PROBLEMS ARISING WITH A MACH 10 WATER METER AFTER THIS POINT SHALL BE BUYER’S RESPONSIBILITY. NEPTUNE’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE MACH 10 WATER METER. NEPTUNE SHALL NOT BE SUBJECT TO AND DISCLAIMS THE FOLLOWING: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER

OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY NEPTUNE, OR ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL, MULTIPLE, EXEMPLARY, AND PUNITIVE DAMAGES WHATSOEVER. © 2026 Neptune Technology Group Inc. All Rights Reserved. The trademarks, logos and service marks displayed in this document herein are the property of Neptune Technology Group Inc., its affiliates or other third parties. Availability and technical specifications are subject to change without notice. W MACH 10 Consolidated 03.26 Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

© 2026 Neptune Technology Group Inc. All Rights Reserved. The trademarks, logos and service marks displayed in this document herein are the property of Neptune Technology Group Inc., its affiliates or other third parties. Availability and technical specifications are subject to change without notice. W R900 ENDPOINT Consolidated 04.26

A NEPTUNE TECHNOLOGY GROUP WARRANTY STATEMENT
R900® Endpoint Products

1. WARRANTY EFFECTIVE DATE
This warranty will be effective for any R900® endpoint that is shipped on or since March 1, 2026.

2. WARRANTY COVERAGE for R900 endpoint, LoRaWAN® endpoint, ProCoder™)R900i™, E-CODER®)R900i™, and cellular endpoint
Neptune Technology Group Inc. warrants that the R900 endpoint (which includes a Neptune-supplied battery that is not intended to be removable or replaceable) shall be free from defects in manufacture and design for a period of twenty (20) years from the “Date of Shipment” (such period being the “Warranty Period”). Neptune shall not be responsible for any defects in the endpoint (whether due to design, materials, manufacture, or otherwise) which manifest themselves after the expiration of the Warranty Period. Neptune will repair or replace a non-performing endpoint free of charge for the first ten (10) years and at discount off of the thencurrent list price during the remaining ten (10) years according to the discount schedule at the right.

R900 Cellular Endpoint Additional Terms:
i) Cellular data service is subject to availability and may be interrupted due to network limitations or third-party issues.
ii) Neptune disclaims liability for service outages, delays, or lack of emergency call capability. b) MACH 10®)R900i
TM warranty coverage is referenced in the MACH 10® warranty

3. WARRANTIES ARE INAPPLICABLE UNDER CERTAIN CONDITIONS This warranty does not include field replacement labor or materials costs, which are the responsibility of the utility. This warranty does not apply if product is placed in non-recommended installations; may have been repaired with parts not recommended by Neptune; converted, altered, or connected by other than Neptune recommended procedures; is used with other than genuine Neptune meter registers and components or read by equipment not approved or licensed by Neptune; or damaged due to improper care or maintenance, or improper periodic testing (please refer to the R900 Installation and Maintenance Guide). This warranty does not apply to any endpoint that has been damaged by, or subjected to, conditions which, in the opinion of Neptune, have affected the R900 endpoint’s ability of performance, including but not limited to: misuse; improper handling; application or installation; excessive operating conditions; tampering or unauthorized repairs and modifications; accidental or intentional damage; or acts of God. In no event shall Neptune be liable for special, incidental, indirect, or consequential damages, including, without limitation, lost revenue.

THE ABOVE WARRANTY FOR THE ENDPOINT IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY NEPTUNE WITH RESPECT TO THE ENDPOINT. ALL OTHER WARRANTIES,

CONDITIONS, TERMS, REPRESENTATIONS, OR OTHER LEGALLY OPERATIVE PROVISIONS CONCERNING THE ENDPOINT ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING,

WITHOUT LIMITATION, ANY WARRANTY, CONDITION, TERM, AND REPRESENTATION OR OTHER LEGALLY OPERATIVE PROVISION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS PARAGRAPH IS EXPRESSLY INTENDED TO EXCLUDE FROM THIS CONTRACT ALL STATUTORY AND COMMON LAW WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO AVOID ANY AMBIGUITY OR MISUNDERSTANDING, ALL PROBLEMS ARISING WITH AN ENDPOINT AFTER THIS POINT ARE BUYER’S RESPONSIBILITY. NEPTUNE’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE ENDPOINT. NEPTUNE SHALL NOT BE SUBJECT TO AND DISCLAIMS THE FOLLOWING: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM

TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY NEPTUNE, OR ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL, MULTIPLE, EXEMPLARY, AND PUNITIVE DAMAGES WHATSOEVER.

Year of Failure R900® Endpoint
Replacement Price Discount*
1-10 Full replacement: 100%
11 70%
12 70%
13 60%
14 60%
15 50%
16 45%
17 40%
18 35%
19 30%
20 25%
* Replacement price discount percentages will be applied towards the then-current list price in effect for the year product is accepted by Neptune under warranty conditions. Replacement endpoints are warranted for one (1) year after date of shipment or balance of original endpoint warranty, whichever is greater.

Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

A NEPTUNE TECHNOLOGY GROUP WARRANTY STATEMENT
R900® Gateway

WARRANTY
The warranty on the R900 Gateway data collector system components is 12 months from shipment date. Warranty services provided during warranty period are:
• For a unit defective in materials or workmanship, free repair (including parts and labor), or at Neptune’s discretion, replacement of the defective unit • Return shipment of repaired product via pre-paid ground service • Toll-free assistance at Customer Support 1-800-647-4832 • These services are purchaser’s exclusive remedy for warranty issues • Repair turnaround time of 10 working days, excluding transit time

NOT INCLUDED IN THE WARRANTY
• Accessories and peripherals including battery, cables, USB thumb drives, UPS or other back up power supplies, antennas, etc. • Equipment damaged by abuse or negligence, or environmental damage as a fault of fires and storms • Firmware modifications
• Priority Overnight return shipment of repaired units

EXTENDED MAINTENANCE ENTITLEMENT
Maintenance entitlement is available from your authorized Neptune Sales representative. Maintenance entitlement during the extended period include:
• Free repair of unit, including parts and labor
• Return shipment of repaired product is pre-paid ground service • Free inspection and preventative maintenance
• Repair turnaround time of 10 working days, excluding transit time • Toll-free assistance at Customer Support 1-800-647-4832

NOT INCLUDED IN EXTENDED MAINTENANCE ENTITLEMENT
• Accessories and peripherals including battery, cables, USB thumb drives, UPS or other back up power supplies, antennas, etc. • Equipment damaged by abuse or negligence or environmental damage as a result of fires and storms • Firmware modifications
• Priority Overnight return shipment of repaired units
• Neptune disclaims any implied warranties, including the implied warranties of merchantability and fitness for a particular purpose

REPAIR NOTES
A Return Material Authorization (RMA) number MUST accompany all incoming repairs. This RMA number may be obtained by contacting Customer Support at [email protected] or 1-800-647-4832.
• Customer pays all incoming shipment charges
• All outgoing repairs are shipped ground service
• Requested Priority Overnight return shipment is paid by the customer Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

© 2019 Neptune Technology Group Inc. All Rights Reserved. The trademarks, logos and service marks displayed in this document herein are the property of Neptune Technology Group Inc., its affiliates or other third parties. Availability and technical specifications are subject to change without notice. W R900 GATEWAY 03.19 • Repair warranty is 90 days from shipment date
• Warranty and maintenance contract repair turnaround time of 10 working days, excluding transit time • Non-warranty and non-maintenance contract repair turnaround time of 20 working days, excluding transit time NEPTUNE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Docusign Envelope ID: E68FBCAD-A104-80BE-823D-6ADCB5B8AE38

City of Indio
City Council
July 15, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Purchase of Microsoft Windows Server 2025 and Client Access Licenses from SHI, International utilizing the County of Riverside Contract in the amount of $99,430.40
RECOMMENDATION:

Approve the purchase of Microsoft Windows Server 2025 licenses and Client Access Licenses from SHI International Corp. in an amount not to exceed $99,430.40, utilizing the County of Riverside Microsoft Enterprise Agreement
SUMMARY:

The Information Technology Department requests approval to purchase Microsoft Windows Server 2025 licenses and Client Access Licenses, commonly referred to as CALs, from SHI International Corp. The purchase will provide the City with the necessary licensing to support current and future server infrastructure, maintain compliance with Microsoft licensing requirements, and ensure continued delivery of secure and reliable technology services to City departments. The City proposes to procure the licenses through SHI International Corp. using the County of Riverside Microsoft licensing agreement, which is available for use by public agencies in California. Utilizing this cooperative purchasing agreement allows the City to obtain competitively procured pricing and reduces the administrative time and cost associated with conducting a separate solicitation.

BACKGROUND INFORMATION:

The City relies on Microsoft Windows Server technology to operate essential network, application, file, database, public safety, and administrative systems. These systems support daily operations across City departments and require current and properly licensed server operating systems and access licenses.

Windows Server 2025 is Microsoft’s current server operating system platform and provides updated security, performance, management, and hybrid cloud capabilities. The purchase of Windows Server 2025 licenses and CALs will allow the City to modernize its server environment, replace or upgrade aging server licenses where appropriate, and maintain compliance for users and devices accessing City server resources.

Client Access Licenses are required for users and/or devices that access Windows Server services.

The proposed purchase includes the required Windows Server 2025 server licensing and CALs necessary to support the City’s operating environment.

AGENDA ITEM #9.18
Purchase of Microsoft Windows Server 2025 and Client Access Licenses fro... Page 844 of 1638 FINANCIAL SUMMARY:

Current FY Financial
Impact:
$99,430.40 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Organizational
Excellence
Source of funds: Information Technology - ISF Fund-Org-Object Reference:
602-555009
ATTACHMENTS:

SHI Quote-27677883
APPROVAL(S):

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

Purchase of Microsoft Windows Server 2025 and Client Access Licenses fro... Page 845 of 1638 Pricing Proposal
Quotation #: 27677883
Reference #: New Select Plus
Created On: 6/24/2026
Valid Until: 6/30/2026
CA-City of Indio Microsoft Inside Account Manager
Ian Cozens
83-101 Avenue 45
Indio, CA 92201
United States
Phone: 760-391-4100
Email: [email protected]
Michael Lipere
SHI International Corp
290 Davidson Ave
Somerset, NJ 08873
Phone: 800-527-6389 ext. 5071509
Fax: 512-732-0232
Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 Win Server DC Core 2025 SLng 2L
Microsoft - Part#: EP2-25016
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
160 $553.10 $88,496.00
2 Win Server CAL 2025 SLng UCAL
Microsoft - Part#: EP2-24898
Contract Name: County of Riverside - Microsoft
Contract #: ITARC-00929
335 $32.64 $10,934.40
Total $99,430.40
Additional Comments
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.

Purchase of Microsoft Windows Server 2025 and Client Access Licenses fro... Page 846 of 1638 City of Indio
City Council
July 15, 2026

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

RECOMMENDATION:

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

The City has used Spectrum for internet, data, cable, and voice services for several years across all City sites. Staff requests authorization to continue to purchase these services from Spectrum for fiscal years 2026-2027, 2027-2028, and 2028-2029 in an amount not to exceed $130,000 per year.

BACKGROUND INFORMATION:

Spectrum provides essential internet, telephone, and cable services that support the City’s daily operations and public service delivery. These services are necessary for access to City systems, cloud-based applications, email, internal and external communications, and other operational needs across City facilities.

The City has existing Spectrum infrastructure and services in place, include the required lines for the PSEC radio connection between the Indio Police Department and Riverside County Sheriff Department. Continuing service with Spectrum avoids disruption to critical communications, reduces transition risk, and prevents additional costs associated with replacing equipment, installing new circuits, reconfiguring systems, and coordinating service cutovers. For these reasons, continued purchase of internet, phone, and cable services from Spectrum is recommended to maintain reliable and uninterrupted municipal operations.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$130,000 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment:

Next FY Financial
Impact:
$130,000 Strategic Objective:

Source of funds: Information Technology - ISF Fund-Org-Object 602-524004, 602-524008, AGENDA ITEM #9.19
Purchase of internet, cable, and voice services from Charter Communicati... Page 847 of 1638 Reference: 602-524026
APPROVAL(S):

Ian Cozens, Director of Information Technology Approved - 24 Jun 2026 Ruby D. Walla, Director of Finance Pending
Rachel Pust, Finance Manager Pending

Purchase of internet, cable, and voice services from Charter Communicati... Page 848 of 1638 City of Indio
City Council
July 15, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Conflict: Yes Member: Elaine Holmes
Subject: Authorize the City Manager to Execute a Commercial Lease Agreement with Downtowne Bookstore, Inc. for City-Owned Property Located at 82713 and 82719 Miles Avenue and Approving a Tenant Improvement Allowance in an Amount Not to Exceed $120,000
RECOMMENDATION:

Staff recommends that the City Council authorize the City Manager, or the City Manager’s designee, to execute a Commercial Lease Agreement with Downtowne Bookstore, Inc., a California corporation, for City-owned property located at 82713 and 82719 Miles Avenue; approving a tenant improvement allowance in an amount not to exceed $120,000; and authorizing the City Manager, or designee, to finalize and execute all necessary exhibits and related documents, subject to approval as to form by the City Attorney
SUMMARY:

Staff received a proposal from Downtowne Bookstore, to open the first independent bookstore in Downtown Indio and is seeking to lease 82713 and 82719 Miles Avenue, totaling approximately 3,456 square feet. Downtowne Bookstore has operated in Downtown Riverside for over 45 years and recently expanded in 2025. Owned by Dr. Jungmiwha Bullock Nelson, the proposed Indio location will build on its established model by offering a selection of books and merchandise while serving as a community-focused literary and cultural hub, hosting author events, arts programming, and providing a welcoming space for students, families, and residents, while supporting local and regional creatives. Therefore, staff recommends authorizing the City Manager to execute the Commercial Lease Agreement with Downtowne Bookstore (Attachment 1), as the proposed use supports the City's ongoing efforts to attract destination-oriented businesses and activate commercial space within Downtown. Downtown Indio continues to experience significant public and private investment, with more than $200 million invested in completed, active, and planned projects throughout the Downtown. Recent business openings, including Dune Room, The Place, Saguaro Coffee, Indio Taphouse, Italica, Gabino's Creperie, Desert Beer Co, Everbloom, Donna Forte Pizza Bar & Grill, and Nexus House have contributed to Downtown's continued revitalization, while additional projects currently under construction or expected to commence in the near future. These investments also include the College of the Desert campus expansion, a new Child Development Center, and more than 110 mixed-use apartment units. The proposed lease is consistent with the Downtown Specific Plan and will further stimulate new investment, create new jobs, and generate additional sales tax revenue for the community.

AGENDA ITEM #9.20
Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 849 of 1638 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.

In terms of the General Plan, the properties on Miles Avenue are within the Downtown Specific Plan zoned Downtown-Core (DT-C) characterized by lively, pedestrian-oriented retail and restaurant uses. Goal ED-7 of the General Plan states that an economic development goal is to have “A City with the destination hospitality, retail, and entertainment opportunities to meet the needs of visitors and residents.” Additional entertainment and hospitality uses will conform to such a goal as part of the City's economic development strategy. Accordingly, the proposed lease is consistent with the General 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:
120,000 In current year budget: Yes
Current FY General
Fund Impact:
120,000 Budget adjustment: No
Next FY Financial
Impact:
0 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 Premises consist of two buildings located at 82713 and 82719 Miles Avenue at approximately 3,456 square feet.

Permitted Use of Premises: The Premises shall open and be used solely for selection of books and merchandise while serving as a community-focused literary and cultural hub, hosting author events, arts programming, and providing a welcoming space for students, families, and residents, while supporting local and regional creatives. The premises shall be open and operating a minimum of six (6) days per week, with eight (8) hours per day.

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

Rent Commencement Date: Two (2) years from when the Landlord delivers the keys to the tenant.

Rent: The rent shall be $1,728 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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 850 of 1638 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.

Tenant Improvement Allowance: The Landlord is providing the Tenant with a tenant improvement allowance of One Hundred Twenty Thousand Dollars ($120,000) that will be utilized for the actual costs of design and construction of certain Improvements.

ATTACHMENTS:

Attachment 2 - Downtowne Bookstore Lease Agreement
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 06 Jul 2026 Ruby D. Walla, Director of Finance Approved - 07 Jul 2026 Steven Graham Pacifico, City Attorney Approved - 08 Jul 2026 Jonathan Nicks, City Manager Approved - 09 Jul 2026

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 851 of 1638

CITY OF INDIO COMMERCIAL LEASE AGREEMENT
SINGLE-TENANT – 82713 AND 82719 MILES AVENUE
This Commercial Lease Agreement (“Lease”), dated the 15th day of July 2026, for reference purposes only, is made by and between the CITY OF INDIO, a California municipal corporation (“Landlord”), and DOWNTOWNE BOOKSTORE, INC., a California corporation (“Tenant”). Landlord and Tenant are sometimes referred to in this Lease individually as a “Party”, and collectively as “Parties.”

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

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within two buildings located at 82713 and 82719 Miles Avenue, approximately located as shown by the shaded area and arrow on Exhibit “A” entitled “Lease Plan” (“Premises”).

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

1.3 Term. The lease term shall commence on August 1, 2026 (“Commencement Date”) and continue for a period of Five years (5) and shall expire on July 31, 2031 (“Expiration Date”) unless terminated earlier pursuant to provisions herein.

1.4 Due Diligence Period. Notwithstanding anything herein to the contrary, Tenant shall have a period of Eight (8) months from the Term Commencement Date of the Lease (“Due Diligence Period”) to conduct due diligence activities, including making all Tenant Improvements, conducting any inspections, testing, investigations, studies, obtaining of permits, variances and approvals that are reasonably necessary to build and operate the Premises as a book, merchandise store and bookstore related uses. Tenant shall have a right of access to the Premises during the Due Diligence Period. Tenant acknowledges that all of the terms and conditions of this Lease shall apply during the Due Diligence Period, including, without limitation, the insurance and indemnification requirements herein. Tenant shall promptly repair any and all damage to the Premises caused by the inspections, testing, investigations, and studies permitted by this Section. Should Tenant be unable to obtain Permits within the Due Diligence Period, parties may extend the Due Diligence Period by written amendment to this Lease.

1.5 Monthly Rent. Tenant shall pay to Landlord, commencing on August 1, 2028, the following sums as Monthly Rent. Monthly Rent shall be paid in the matter specified in Section 3.1 of this Lease, entitled “Payment of Rent.”
August 1, 2028 to July 31, 2031 - $1,728 per month

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 852 of 1638 2 1.6 Security Deposit. Tenant shall deposit with Landlord a security deposit for the Premises in the amount of Three Thousand Dollars ($3,000) (“Deposit”). The Deposit shall be subject to the terms and conditions contained in Section 3.3 of this Lease.

1.7 Permitted Use. Tenant agrees to use the Premises for the following purpose(s), and for no other purpose: A book, merchandise store, and bookstore related uses.

1.8 Tenant Improvements. Landlord shall grant to Tenant an allowance of up to One Hundred Twenty Thousand Dollars ($120,000) (“Tenant Improvement Allowance”) for the construction of improvements, as set forth in the Schedule of Performance in Exhibit “C,” attached hereto and incorporated herein (“Tenant Improvements”), For purposes of this Lease, “Tenant Improvements” means the permanent improvements to the Premises approved in writing by Landlord and constructed in accordance with the Schedule of Performance attached as “Exhibit C,” including building renovations, interior improvements, code-required upgrades, and related construction work necessary for Tenant’s permitted use. Tenant Improvements shall not include furniture, inventory, merchandise, equipment, or other movable personal property.

Landlord shall also waive all City of Indio building permits, plan check, and inspection fees associated with the Tenant Improvements. The Tenant Improvements Allowance shall be distributed as follows:

A. 60 Percent (60%): Seventy-Two Thousand Dollars ($72,000) upon the issuance of building permits.

B. 20 Percent (20%): An amount not to exceed Twenty-Four Thousand Dollars ($24,000) upon receipt by Landlord of “adequate documentation” of Tenant’s expenses for Tenant Improvements, not to be paid more often than monthly.

C. 20 Percent (20%): Twenty-Four Thousand Dollars ($24,000) upon thirty (30) days of opening, provided all lien releases are in place and are approved by Landlord in its sole and absolute discretion.

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

ARTICLE II
CONDITION OF PREMISES; DELIVERY OF PREMISES

2.1 Condition of Premises. Tenant has examined the Premises and agrees to take possession of the Premises in an “as is” condition and after the due diligence time is complete.

Tenant hereby acknowledges: (a) that it has been advised to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, plumbing and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements, and compliance with the Americans with Disabilities Act), and applicable zoning, municipal, county, state and

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 853 of 1638 3 federal laws, ordinances and regulations and any covenants or restrictions of record (collectively “Applicable Laws”) and the present and future suitability of the Premises for Tenant’s intended use; (b) that Tenant has made such investigation as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises and/or the terms of this Lease; and (c) that neither Landlord, nor any of Landlord’s agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease.

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

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

2.3 Landlord Access. Landlord, and its authorized agents, representatives, and employees, may enter the Premises at any time in case of emergency, and otherwise at reasonable hours, with advanced written notice to: (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, lenders, insurers or tenants; (iii) determine whether Tenant is complying with all its obligations hereunder; (iii) take possession due to any uncured, material breach of this Lease in the manner provided herein; (iv) perform any covenants of Tenant which Tenant fails to perform; and (v) repair, alter, or improve the Premises or any portion of the Premises, and may for such purposes erect, use and maintain scaffolding, pipes, conduits, and other structures in and through the Premises where reasonably required by the nature of the work to be performed; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference with the operation of Tenant’s business as reasonably possible. Tenant hereby waives any claim for damages, including but not limited to interference with business, lost profits, and any other incidental or consequential damages of any sort whatsoever, for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry.

Landlord shall at all times have and retain a key with which to unlock all of the doors in or about

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 854 of 1638 4 the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations, or improvements except as otherwise expressly agreed to be performed by Landlord in this Lease. Notwithstanding the foregoing, Tenant shall not be responsible for repairing physical damage to the Premises to the extent such damage is caused by the acts or omissions of Landlord or Landlord’s authorized employees, agents, or contractors, except to the extent caused or contributed to by Tenant or Tenant’s officers, employees, agents, contractors, invitees, customers, or licensees.

2.4 Vehicle Parking. Intentionally Omitted.

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

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

3.2 Rent Adjustment and Improvements. In consideration of the two years’ rent abatement provided for in section 1.5 hereof, Tenant will, at its sole cost and expense, design and construct tenant improvements for the operation of a book and merchandise store, together with a community-focused literary and cultural hub for hosting related events and arts programming.

All changes are subject to the City’s written approval.

3.3 Security Deposit. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions related to the payment of Monthly Rent, Landlord may use, apply, or retain all or any part of the Deposit for the payment of rent, any other sum in default, or for the payment of any other amount Landlord may spend or become obligated to spend by reason of Tenant' s default, or to compensate Landlord for any other loss or damage Landlord may suffer by reason of Tenant' s default. If any portion of the Deposit is so used, applied, or retained, Tenant shall with five (5) calendar days after written demand deposit cash with the Landlord in an amount sufficient to restore the Deposit to its original amount. Landlord

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 855 of 1638 5 shall not be required to keep the Deposit separate from its general funds, and Tenant shall not be entitled to any interest earned on the Deposit. The Deposit shall not be deemed a limitation on Landlord' s damages or a payment of liquidated damages or a payment of rent due for the last month of the Term.

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

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

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

ARTICLE IV
USE; COMPLIANCE WITH LAWS; NON-DISCRIMINATION

4.1 Use. The Premises shall be used only for the purposes set forth in Section 1.7 and purposes incidental to that use and in accordance with the General Rules and Regulations attached hereto as Exhibit “B.” Tenant shall use the Premises in a careful, safe, and proper manner and shall not use the Premises for any disreputable business or purpose. Tenant shall not use or permit the Premises to be used or occupied for any purpose or in any manner prohibited

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 856 of 1638 6 by any applicable law, ordinance order, rule, regulation, or other governmental requirement.

Tenant shall not commit waste or suffer or permit waste to be committed in, on, or about the Premises. Tenant shall conduct its business and control its employees, agents, and invitees in such a manner so as not to create a nuisance or a risk of fire or other hazard, or that would violate, suspend, void, or increase the rate of fire or liability or any other insurance of any kind at any time carried by Landlord upon the Premises.

4.2 Signs. Any signs to be installed by Tenant shall be subject to the prior written approval of Landlord and shall be installed by a sign contractor approved by Landlord. All required permits for signs shall only be obtained by the approved sign contractor who shall also be responsible for compliance with all applicable codes. Tenant shall be responsible for payment of all sign costs including installation costs, permits and costs to repair the Premises resulting from the installation or removal of such sign.

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 857 of 1638 7 about the Premises, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (“Environmental Laws”).

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

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

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

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 858 of 1638 8 (ii) any violation or claim of violation of any Environmental Law by Tenant; or (iii) the imposition of any lien for the recovery of costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on, in, under or affecting all or any portion of the Premises. Tenant’s indemnification shall survive the expiration and termination of this Lease.

4.5 Non-Discrimination. Tenant herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the requirement that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, genetic information, gender, gender identity, gender expression, marital status, age, national origin, or ancestry, in the leasing, use, occupancy, tenure, or enjoyment of the Premises, nor shall the Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of Tenants, sub-tenants, or vendees in the Premises herein leased.

ARTICLE V

TAXES AND UTILITIES

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 859 of 1638 9 ARTICLE VI
INSURANCE; INDEMNIFICATION; WAIVER AND RELEASE

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

A. Commercial General Liability (CGL) with limits no less than Two Million Dollars ($2,000,000.00) per occurrence basis including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than Two Million Dollars ($2,000,000) per occurrence. Tenant shall maintain in force liability insurance, at all times during the term of this Lease and any renewal or extension thereof, which shall insure and indemnify Landlord, the City Council and each member thereof, and every officer and employee of Landlord against liability or financial loss resulting from any suits, claims or actions brought by any person or persons and from all costs and expense of litigation brought against Landlord, the City Council and every member thereof for any injury to persons and/or damage to property in, on or about the Premises by reason of the use or occupation by Tenant or by any other person or persons of the Premises and the activities of Tenant.

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

C. Property Insurance. Tenant shall, at Tenant’s sole cost and expense, maintain property insurance written on a special form or equivalent basis, with replacement cost coverage and no coinsurance penalty, covering Tenant’s trade fixtures, furnishings, equipment, inventory, merchandise, personal property, Tenant Improvements, Alterations, and any glass or plate glass for which Tenant is responsible under this Lease. Such policy shall include coverage for fire, extended coverage, vandalism, malicious mischief, sprinkler leakage or other sprinkler damage, and such other risks as are customarily insured against by similarly situated retail tenants. Landlord shall be named as loss payee or additional insured, as applicable, as Landlord’s interests may appear. Unless this Lease is terminated as provided herein, insurance proceeds shall be used to repair or replace the property damaged or destroyed.

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

E. Business Interruption Insurance: Commercially reasonable business interruption insurance.

6.2 Delivery of Evidence of Tenant’s Insurance. Each such insurance policy or certificate thereof shall be delivered to Landlord by Tenant on or before the effective date of such policy and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) calendar days prior to the expiration dates of the expiring policies. In the event that Tenant shall fail to insure or shall fail to furnish Landlord the evidence of such insurance as

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 860 of 1638 10 required by Article VI, Landlord may from time to time acquire (without any obligation to do so) such insurance for the benefit of Tenant or Landlord or both of them for a period not exceeding one (1) year, and any premium paid by Landlord shall be recoverable from Tenant. Tenant’s compliance with the provisions of Article VI shall in no way limit Tenant’s liability under any of the other provisions of this Lease. Landlord may at any time, and from time to time, inspect and/or copy any and all insurance policies required by this Lease.

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

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

6.4 Mutual Waiver of Subrogation. Landlord and Tenant each waive, and shall cause their respective property insurers to waive, any and all rights of recovery, claims, actions, or causes of action against the other Party and the other Party’s elected and appointed officials, officers, employees, agents, and representatives for loss of or damage to property, but only to the extent such loss or damage is covered by property insurance carried by the waiving Party, selfinsurance or pooled risk coverage maintained by the waiving Party, or property insurance required to be carried by the waiving Party under this Lease. This waiver shall apply regardless of cause, including negligence, but shall not apply to claims for bodily injury, third-party claims, uninsured losses, deductibles or self-insured retentions for which a Party is responsible under this Lease, or claims arising from a Party’s willful misconduct, except to the extent such claims are covered by insurance proceeds actually available or required to be available under this Lease

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 861 of 1638 11 6.5 No Ownership. Nothing contained in Article VI shall be construed as creating or implying the existence of: (i) any ownership by Tenant of any fixtures, additions, alterations, or improvements in or to the Premises, or (ii) any right on Tenant’s part to make any addition, alteration, or improvement in or to the Premises.

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

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

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

ARTICLE VII
REPAIRS AND MAINTENANCE; ALTERATIONS

7.1 Tenant Obligations. Tenant shall maintain in good condition and repair, the entirety of the Premises (except that portion of Premises to be maintained by Landlord under Section 7.4 below), including the Improvements and all Fixtures, and the HVAC systems

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 862 of 1638 12 (collectively “Premises Systems”). Notwithstanding the foregoing, in case of complete HVAC failure or breakage that is beyond repair as documented by a third-party professional, Landlord and Tenant shall equally pay for the replacement of the HVAC system with Landlord and Tenant each paying fifty percent (50%) of the cost. In such case, Tenant shall obtain at least three bids, with Landlord having final approval of the contactor for such work.

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

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

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

7.3 Mechanic’s Liens. Tenant shall pay or cause to be paid all costs and charges for:
(i) work done by Tenant or caused to be done by Tenant, in or to the Premises, and (ii) all materials furnished for or in connection with such work. Tenant shall indemnify the Landlord against and hold the Landlord and the Premises free, clear and harmless of and from any liens or claims of liens arising out of any work performed, materials furnished, or obligations incurred by the Tenant, and Tenant shall be responsible for the removal of any such liens and all costs to remove same. Failure to remove any such liens within thirty (30) calendar days of written request by Landlord shall constitute a default of this Lease. At its election, but without having any obligation to do so, the Landlord may pay such liens not so removed by the Tenant and the amount expended by Landlord shall be paid by Tenant within fifteen (15) calendar days after delivery of a statement for the expense.

7.4 Landlord Obligations. Landlord shall be responsible for maintenance and repair of the roof, exterior walls and structural components of the Premises (including structural floor) and all meter, pipes, conduits, equipment (excluding heating, ventilation and air conditioning equipment), components and facilities that supply the premises with utilities (except as the appropriate utility company has assumes these duties); provided however that Landlord shall not be required to make repairs necessitated by reason of any acts or omissions of Tenant, including negligence or willful misconduct of Tenant or anyone claiming under Tenant, by reason of the failure of Tenant to perform or observe any conditions or agreements of this Lease, or by reason of improvements made by Tenant or anyone claiming under Tenant.

ARTICLE VIII
DAMAGE AND DESTRUCTION; CONDEMNATION

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 863 of 1638 13 8.1 Damage or Destruction of Premises. Unless as the result of negligence or intentional unlawful act of Tenant, if during the term of this Lease, any portion of the Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Premises untenable, the obligations under this Lease may be suspended while such portion of the Premises remains untenable. In the event of such damage, Tenant shall give Landlord notice of such untenable conditions and the Landlord shall elect in its sole discretion, whether to repair the Premises or to cancel this Lease with respect thereto. It shall notify Tenant in writing of its election within thirty (30) calendar days after service of notice by Tenant. In the event that Landlord elects not to repair the Premises or portion thereof, this Lease shall be deemed canceled as of the date the damage occurred with respect to the applicable portion(s).

8.2 Condemnation. Condemnation. If all or substantially all of the Premises is taken by eminent domain, inverse condemnation, or conveyance in lieu of condemnation, this Lease shall terminate as of the date possession is taken by the condemning authority. If only a portion of the Premises is taken, this Lease shall terminate as to the portion taken as of the date possession is taken. If the partial taking materially impairs Tenant’s ability to operate the permitted use from the remaining portion of the Premises, either Party may terminate this Lease by written notice to the other Party within thirty (30) calendar days after the date possession is taken. If this Lease is not terminated following a partial taking, Monthly Rent shall be equitably reduced in proportion to the portion of the Premises taken and the resulting impairment to Tenant’s use. Landlord shall be entitled to all compensation, damages, income, rent, awards, and interest paid in connection with the taking, except that Tenant may pursue a separate award from the condemning authority for Tenant’s relocation expenses, loss of personal property, trade fixtures, and any other separate compensable interest belonging to Tenant, provided that Tenant’s separate claim does not reduce or impair any award payable to Landlord..

ARTICLE IX
ASSIGNMENT; SUBLETTING; PROCESSING

9.1 Assignment and Subletting. Tenant shall not assign, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily, or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation, a limited liability company or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof, the membership interests in Tenant or the partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 864 of 1638 14 A. In the event that Tenant should desire to sublet the Premises or any part thereof, or assign this Lease, Tenant shall provide Landlord with written notice of such desire at least sixty (60) calendar days in advance of the proposed effective date of such subletting or assignment. Such notice shall include: (i) the name of the proposed subtenant or assignee; (ii) the nature of business to be conducted by the proposed subtenant or assignee in the Premises; (iii) the terms and conditions of the proposed assignment or sublease including but not limited to a detailed description of all compensation in cash or otherwise which Tenant would be entitled to receive in connection with such assignment or sublease; and (iv) the most recent financial statements or other financial information concerning the proposed subtenant or assignee as Landlord may require. At any time within thirty (30) calendar days following receipt of Tenant’s notice, Landlord may by written notice to Tenant elect to: (i) terminate this Lease as to the space affected by the proposed subletting or assignment, as of the effective date of the proposed subletting or assignment; (ii) consent to the proposed subletting of the Premises or assignment of this Lease; or (iii) disapprove of the proposed subletting or assignment. Landlord may elect to terminate this Lease as to the space affected by the proposed assign or subletting in its sole and absolute discretion. If Landlord does not elect to terminate this Lease, however, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment.

B. Subject to obtaining Landlord’s consent in accordance with the requirements of Section 9.1, in order for any assignment or sublease to be binding on Landlord, Tenant must deliver to Landlord, promptly after execution thereof, an executed copy of such sublease or assignment whereby the subtenant or assignee shall expressly assume all obligations of Tenant under this Lease as to the portion of the Premises subject to such assignment or sublease. Any purported sublease or assignment will be of no legal force or effect unless and until the proposed sublease has been consented to, in writing, by Landlord and a fully executed copy thereof has been received by Landlord.

C. Regardless of Landlord’s consent, no assignment or subletting shall release Tenant or any guarantor from liability under this Lease unless Landlord expressly agrees to such release in writing. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment, subletting, hypothecation, or third-party use or occupancy. In the event of default by any assignee, subtenant, or successor of Tenant, Landlord may proceed directly against Tenant and/or any guarantor without first exhausting remedies against such assignee, subtenant, or successor. No amendment or modification entered into between Landlord and an assignee that materially increases the obligations of the original Tenant shall bind the original Tenant unless the original Tenant consents in writing.

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

9.2 Processing Fee. Tenant agrees to pay Landlord an administrative fee of One Thousand Dollars ($1,000.00) and an additional amount for reasonable attorney’s fees incurred in conjunction with the processing and document review of any requested transfer, assignment,

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 865 of 1638 15 subletting, license, or concession agreement, change of ownership, mortgage or hypothecation of the Lease or Tenant' s interest in and to the Premises

ARTICLE X
HOLDING OVER; SALE OF PREMISES; TERMINATION

10.1 No Right to Holdover. Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. If, without objection by Landlord, Tenant holds possession of the Premises after expiration of the Term, Tenant shall become a Tenant from month-to-month upon the terms herein specified, except that the monthly rent shall equal to one hundred and fifty percent (150%) of the monthly rent payable by Tenant at the expiration of the Term. In addition, Tenant shall continue to pay all other amounts due to Landlord hereunder. Each Party shall give the other notice at least one (1) month prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy. If, after objection by Landlord thereto, Tenant holds possession of the Premises after expiration of the Term, Tenant shall constitute a Tenant at sufferance and without in any way waiving the wrongful holding over of the Premises by Tenant, Landlord shall be entitled to receive for each month or portion thereof during which Tenant wrongfully holds over at the Premises monthly rent equal to two hundred percent (200%) of the monthly rent payable by Tenant at the expiration of the Term together with all other amounts otherwise due to Landlord hereunder.

Landlord' s receipt of increased monthly rent under this Section 10.1 shall not constitute an extension of the Term nor shall it constitute a waiver of Tenant' s wrongful holding over and shall not prejudice any other rights or remedies available to Landlord under this Lease or by law.

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

10.3 Early Termination of Tenancy. Intentionally Omitted.

ARTICLE XI
SUBORDINATION; ESTOPPEL CERTIFICATES

11.1 Subordination. This Lease and the rights of Tenant hereunder are subject and subordinate to any ground or underlying lease and the lien of the holder of or beneficiary under a mortgage or deed of trust which now or in the future encumbers the Premises and to any and all advances made thereunder, and interest thereon, and all modifications, renewals, supplements, consolidations and replacements thereof. Tenant agrees that any ground or underlying landlord or lender may at its option, unilaterally elect to subordinate in whole or in part, such ground or underlying lease or the lien of such mortgage or deed or trust to this Lease. Such subordination or priority of this Lease, as the case may be, shall be effective without the necessity of executing any further instrument or agreement to effect such subordination or priority; provided, however, that Tenant agrees to execute, acknowledge, and deliver to Landlord upon demand any and all instruments required by Landlord or any such ground or underlying Landlord or lender evidencing the subordination or priority of this Lease, as the case may be. Tenant hereby

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 866 of 1638 16 irrevocably appoints Landlord as its agent and attorney-in-fact to execute, acknowledge, and deliver any such instruments in the name of and on behalf of Tenant if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) calendar days after written request therefore.

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

ARTICLE XII
DEFAULT; REMEDIES; DISPUTE RESOLUTION

12.1 Default; Breach.

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

11.2 of this Lease.
(5) Failure by Tenant to provide Landlord with reasonable written evidence (in duly executed original form, if applicable) of compliance with Applicable Requirements and Applicable Laws when requested.
(6) Occurrence of any of the following events: (i) the making by Tenant of any general arrangement or assignment for the benefit of creditors; (ii) Tenant’s becoming a “debtor” as defined in 11 U.S. Code Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution, or other judicial seizure of

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 867 of 1638 17 substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this Subparagraph 12.1(A)(6) is contrary to any applicable law, such provision shall be of no force or effect, and shall not affect the validity of the remaining provisions. (7) Failure of Tenant to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of one (1) calendar day following written notice thereof by or on behalf of Landlord to Tenant. (8) Tenant making or furnishing any warranty, representation, or statement to Landlord in connection with this Lease, or any other agreement made by Tenant for the benefit of Landlord, which is or was false or misleading in any material respect when made or furnished. (9) Assignment or sublease of this Lease or any portion of the Premises, or attempt to assign or sublease this Lease or any portion of the Premises, by Tenant in violation of Section 9.1.
(10) Tenant committing waste on the Premises.
(11) Failure of Tenant to otherwise perform, satisfy, or abide by any of the terms, covenants, conditions, or provisions of this Lease.

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

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

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

In the event of such termination of the Lease, Landlord may recover from Tenant:
(1) The worth at the time of award of the unpaid rent which had been earned at the time of termination, including interest at the maximum rate allowed by law;

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 868 of 1638 18 (2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, including interest at the maximum rate allowed by law; (3) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (4) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant' s failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom.

B. “The worth at the time of the award,” as used in Section 12.2(A) shall be computed by allowing interest at the maximum rate allowed by law. “The worth at the time of the award” shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank at the time of the award, plus one percent (1%).

C. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, without limitation, lost rents, eviction costs, attorney's fees, brokers' commissions, expenses of remodeling the Premises required by the re-letting, and like costs. Re-letting can be for a period shorter or longer than the remaining Term. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, unless Landlord notifies Tenant that Landlord elects to terminate this Lease. After Tenant's Default and for as long as Landlord does not terminate Tenant's right to possession of the Premises, if Tenant obtains Landlord's consent, Tenant shall have the right to assign its interest in this Lease, or sublet all or a portion of the Premises, but Tenant shall not be released from liability or its obligations under this Lease. Landlord's consent to a proposed assignment or subletting shall be as required in Section 9.1.

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 869 of 1638 19 12.3 Continuation after Breach. Even though Tenant has breached this Lease and/or abandoned the Premises, this Lease shall continue in full force and effect for so long as Landlord does not terminate Tenant’s right to possession as provided in Section 12.2 above, and Landlord may enforce all its rights and remedies under this Lease. In such event, Landlord may exercise all of the rights and remedies of a Landlord under California Civil Code Section 1951.4, or any successor statute. Acts of maintenance or preservation or efforts to re-let the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.

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

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

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

ARTICLE XIII

GENERAL PROVISIONS

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

13.2 Notice. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, return receipt requested, telegraphed, delivered or sent by telex, telecopy or cable and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 870 of 1638 20 person to receive such notice, (ii) if mailed, three (3) business calendar days after the date of posting by the United States post office, (iii) if given by telegraph or cable, one (1) business calendar day after the date delivered to the telegraph company with charges prepaid.

To Landlord: To Tenant:

City of Indio Downtowne Bookstore
100 Civic Center Mall 3582 Main Street
Indio, CA 92201 Riverside, CA 92501
Attn: City Manager Attn: Dr. Bullock

A. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to constitute receipt of the notice, demand, request or communication sent.

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

13.3 Tenant Reports. Intentionally Omitted.

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

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

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

13.7 Waiver. The waiver by Landlord or Tenant of any agreement, condition, or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision herein contained, nor shall any custom or practice which may grow up between the Parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Tenant or Landlord in strict accordance with said terms. The subsequent acceptance of any payment hereunder by Landlord shall not be deemed to be a waiver of any breach by Tenant of

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 871 of 1638 21 any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular amount so accepted. Specifically, Landlord may accept any payment from Tenant and apply same to any amount owing hereunder notwithstanding any stated intent or instruction on the part of Tenant to the contrary and without waiving or compromising any claim that such payment was less than the payment actually due from Tenant.

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

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

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

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

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

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

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

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Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 873 of 1638 IN WITNESS WHEREOF, the Parties hereto have executed this Lease as of the calendar day and year written below.

LANDLORD:

CITY OF INDIO, a California
municipal corporation
By: ____________________________
Jonathan Nicks
City Manager

Date: __________________________
ATTEST:

By: _____________________________
Sabdi Sanchez
Director of City Clerk Services

Date: ___________________________
APPROVED AS TO FORM:

By: ____________________________
Steven G. Pacifico
City Attorney
TENANT:

Downtowne Bookstore, Inc., a California
corporation
By: ____________________________
Dr. Jungmiwha Bullock Nelson
Owner
Date: ___________________________

Date: ___________________________

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 874 of 1638 2 EXHIBIT “A”
Premises

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 875 of 1638 3 EXHIBIT “B”
General Rules and Regulations

1. Business shall operate at a minimum of six (6) days per week, with eight (8) hours per day.

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

3. All trash, refuse and waste materials shall be stored in adequate containers, approved by Landlord and regularly removed from the Premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard or nuisance to any tenant. In the event that any tenant shall fail to remedy such a health or fire hazard or nuisance within five (5) days after written notice by Landlord, Landlord may remedy and/or correct such health or fire hazard or nuisance at the expense of Tenant. Tenant must obtain a separate temporary dumpster to receive its move-in merchandising debris, and construction debris from any tenant improvements or alterations. Should it be necessary for Landlord to have Tenant's solid or liquid rubbish cleaned up, the cost for such cleaning shall be charged back to Tenant along with an administrative fee of fifteen per cent (15%).

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

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

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

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

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

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 876 of 1638 4 11. Tenant shall not alter any lock or install any new or additional locks or any bolts on any door of the Premises without the prior written consent of Landlord (except as to safes and vaults of the Tenant). Installation of floor safes will require prior written approval by Landlord and must remain with the Premises at termination.

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

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

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

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

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

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

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Schedule of Performance

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 878 of 1638 City of Indio
City Council
July 15, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Conflict: Yes Member: Elaine Holmes
Subject: Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $265,000, to provide all audio/visual technician services for future City-hosted events.

RECOMMENDATION:

Staff recommends that the City Council approve the Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $265,000, to provide all audio/visual technician services for future City-hosted events.

SUMMARY:

Staff recommends that the City Council approve a Professional Services Agreement between the City of Indio and Rhythm Tech Productions, LLC, in an amount not to exceed $265,000, to provide all audio/visual technician services for future City-hosted events. The City of Indio hosts a variety of community events throughout the year, which require professional audio/visual services to ensure successful and seamless operations, including sound, lighting, and technical support for live performances, film screenings, and other multimedia elements Bids were received from the following: Blue Water Sound and Lights - $323,450 WTS Events - $314,949 Rhythm Tech Productions, LLC - $253,700 Rhythm Tech Productions, LLC is an established leader in the audio/visual industry and is highly qualified to provide the necessary professional audio/visual support for these events. Their expertise in delivering high-quality, well-managed AV services has been proven in previous City events, making them an ideal partner for this agreement. This agreement would formalize their role in providing these services for upcoming City events.

BACKGROUND INFORMATION:

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

Rhythm Tech Productions, LLC has provided and is responsible for all audio/visual technician services, including but not limited to the following events:
 Concert Series Events (5)
 Movie Nights (12)
 Independence Day Bash
 Black History Month Event
AGENDA ITEM #9.21
Professional Services Agreement between the City of Indio and Rhythm Tec... Page 879 of 1638  Chella
 Echo Lounge
 Giddy Up Lounge
 Asada Fest
 Viva Indio
 Dia de Los Muertos Altar and Movie Night
 State of the City Address
 Tree Lighting Ceremony
 Indio BBQ Festival
 Veteran's Day 5k/10k Run
 9/11 Remembrance Ceremony
 Tamale Festival
Rhythm Tech Productions, LLC has provided these services for previous events and has demonstrated exceptional expertise in delivering high-quality audio/visual support.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$265,000 In current year budget: Yes
Current FY General
Fund Impact:

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

Not approve PSA.

ATTACHMENTS:

Attachment A: PSA_Rhythm Tech Productions_CCM 7.15.2026 Attachment B: Estimate_Rhythm_Tech_Productions_LLC
Attachment C: Estimate_WTS
Attachment D: Estimate_Blue Water_Proposal
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 06 Jul 2026 Ruby D. Walla, Director of Finance Approved - 07 Jul 2026 Steven Graham Pacifico, City Attorney Approved - 08 Jul 2026 Jonathan Nicks, City Manager Approved - 08 Jul 2026

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 880 of 1638

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND

RHYTHM TECH PRODUCTIONS, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY
Form Approved January 7, 2025

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PROFESSIONAL SERVICES AGREEMENT

FOR AUDIO/VISUAL TECHNICIAN SERVICES

BETWEEN THE CITY OF INDIO AND RHYTHM TECH PRODUCTIONS, LLC THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 17TH day of July, 2026 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation organized as a general law city and Rhythm Tech Productions, LLC, a California Limited Liability Company (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and collectively referred to as the “Parties.”

RECITALS

1. City has sought by direct contract the performance of Audio/Visual Technician services pertaining to City hosted events.

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

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

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

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

SECTION 1. TERM OF AGREEMENT
(a)Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement shall commence on July 1, 2026 (the “Effective Date”) and continue in effect until the tasks described are completed, but in no event later than July 1, 2027, unless sooner terminated

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

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

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

SECTION 3. CITY REPRESENTATIVE.

The City’s Director of Economic Development shall represent it in all matters regarding the administration of this agreement, review and approval of all products

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submitted by consultant, but shall have no authority to enlarge the tasks to be performed.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a)Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $265,000, unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 24, “Notices” hereof. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority under Indio Municipal Code Section 33.116 (C)(2) without prior approval by the City Council.
(b)Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subconsultant contracts.

Subconsultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment for labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task.

City’s Representative shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice.
(d)Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

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(e) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. RESERVED
SECTION 6. OWNERSHIP OF DOCUMENTS.

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

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

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assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

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

SECTION 8. INDEPENDENT CONSULTANT.
(a)Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b)The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and

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

SECTION 9. STANDARD OF PERFORMANCE.

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

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

Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this

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Agreement and that such licenses are in good standing. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 11. RESERVED
SECTION 12. NONDISCRIMINATION.

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

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

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

Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Consultant may perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) During the term of this Agreement, Consultant shall complete a Form 700 as determined by the City’s Filing Officer.

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(e)Consultant has completed the Levine Act statement attached as Exhibit E. (f) UNDUE INFLUENCE: Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer to employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

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

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant.

Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
(b) Consultant, its officers, employees, agents or subconsultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Unless Consultant is adverse to City, Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this

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right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
(d) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.

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

DUTY TO DEFEND. In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precent to enforcement of this provision.

In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of City or its officers, employee, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct.

Consultant shall not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.

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

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

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

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

APPLICABLE TO ALL CONSULTANTS:

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

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

SECTION 17. INSURANCE.

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

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

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

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

SECTION 18. ASSIGNMENT.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement, the performance of any of Consultant’s duties or obligations under this Agreement nor any monies due under this Agreement, without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.”
City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subconsultants. Before retaining or contracting with any subconsultant for any services under this Agreement, Consultant shall provide City with the identity of the proposed Subconsultant, a copy of the proposed written contract between Consultant and such subconsultant which shall include an indemnity provision identical to the one provided herein identifying City as an indemnified party, or an incorporation of the indemnity provision provided therein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

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

SECTION 19. RESERVED
SECTION 20. TERMINATION OF AGREEMENT.

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(a)City may terminate this Agreement, with or without cause, at any time by giving prior written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b)Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d)Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. (e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 21. DEFAULT.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is thirty (30) days, which may be extended or reduced, if circumstances warrant.

During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on approved invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in

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a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

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

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

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

TO CITY: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201
cc: [email protected]
TO CONSULTANT: Rhythm Tech Productions, LLC
Attn: Tyrone Jackson
264 N. Pennsylvania Avenue
Colton, CA 92324
cc: [email protected]

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Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

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

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

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

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

SECTION 27. BINDING EFFECT.

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

SECTION 28. AMENDMENT.

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

SECTION 29. WAIVER.

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

SECTION 30. LAW TO GOVERN; VENUE.

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

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

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

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

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits and Addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding. All prior or contemporaneous agreements, understandings, representations or statements, oral or otherwise, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth here and upon each party’s own independent investigation of any and all facts such party deems materials.

SECTION 33. SEVERABILITY.

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

SECTION 34. INCORPORATION AND CONFLICTING TERMS.

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(a) The following documents are incorporated and made part of this Agreement by this reference:

1. Insurance requirements (“Addendum 1”)

2. All Exhibits and Addendums

3. All amendments

4. Consultant’s proposal, if any

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

SECTION 35. TIME OF ESSENCE.

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

SECTION 36. FEDERAL FUNDS.

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

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

CITY OF INDIO
___________________________
Jonathan Nicks
City Manager
ATTEST:

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

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

By:

Tyrone Jackson
Its: Owner & Manager

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Attachments:

Exhibit A- Scope of Services & Compensation
Attachments - Continued
Exhibit B- Insurance (Addendums 1-3)
Exhibit C- Conflict of Interest Form
Exhibit D- Levine Act Statement

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Exhibits
EXHIBIT “A”

SCOPE OF SERVICES & COMPENSATION

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Exhibits

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

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

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

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

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

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

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 907 of 1638 PSA Revised 1/2025
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ADDENDUM “2"

FEDERAL FUNDS

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 908 of 1638 PSA Revised 1/2025
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ADDENDUM “3"
BONDS

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 909 of 1638 PSA Revised 1/2025
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EXHIBIT “C”

CONFLICT OF INTEREST FORM

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

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

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 910 of 1638 PSA Revised 1/2025
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EXHIBIT “D”

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

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

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

Glenn Miller
Elaine Holmes
Oscar Ortiz
Waymond Ferrmon
Ben Guitron IV

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

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

DATE Tyrone Jackson, Owner & Manager
Rhythm Tech Productions, LLC

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 911 of 1638 PSA Revised 1/2025
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Professional Services Agreement between the City of Indio and Rhythm Tec... Page 912 of 1638 By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).

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

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

ADDRESS
City of Indio
100 Civic Center Mall
Indio, CA 92201
ESTIMATE # 2253
DATE 06/22/2026

DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
AV Proposal Request
.

AV Proposal
Request
2nd Saturday (5 Events) 5 4,800.00 24,000.00
Security and
Liability for
Equipment
Movie Nights in the Park (12
screenings)
12 500.00 6,000.00
Security and
Liability for
Equipment
TAMALE FESTIVAL 3 STAGES

INCLUDING
Center Stage AV Support- 9000
Small community stage 9200
Main Stage 24000,
2 42,200.00 84,400.00
Security and
Liability for
Equipment
Independence Day Bash 1 38,000.00 38,000.00
Security and
Liability for
Equipment
BBQ Festival 1 9,000.00 9,000.00
Security and
Liability for
Equipment
Veteran’s Day 5k/10k Run 1 5,600.00 5,600.00
Security and
Liability for
Equipment
9/11 Memorial 1 3,600.00 3,600.00
Security and
Liability for
Equipment
Black History Month Celebration 1 6,200.00 6,200.00

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 913 of 1638 By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).

DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
Security and
Liability for
Equipment
Chella 1 9,000.00 9,000.00
Security and
Liability for
Equipment
Echo Lounge 1 600.00 600.00
Security and
Liability for
Equipment
Asada Fest 1 9,000.00 9,000.00
Security and
Liability for
Equipment
Giddy Up Lounge 1 600.00 600.00
Security and
Liability for
Equipment
Viva Indio 1 6,200.00 6,200.00
Security and
Liability for
Equipment
National Night Out 1 2,500.00 2,500.00
Security and
Liability for
Equipment
Día de Los Muertos Altar & Movie
Night
1 6,200.00 6,200.00
Security and
Liability for
Equipment
State of the City Address 1 35,000.00 35,000.00
Security and
Liability for
Equipment
Tree Lighting Ceremony 1 7,800.00 7,800.00
.

Services TAMALE FESTIVAL
Tamale Festival, Tree Lighting,
Independence Day Bash and State
Of The City are all estimated cost.

Price can change upon more
request per event.
1 0.00 0.00
Please be sure to Note the Invoice# you are
paying. Thank you
To secure the event date, we kindly request a
signed copy of this estimate or purchase order.

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

SUBTOTAL 253,700.00
TAX 0.00
TOTAL $253,700.00
Accepted By Accepted Date

Professional Services Agreement between the City of Indio and Rhythm Tec... Page 914 of 1638 WTS Events, Inc.
8560 Vineyard Ave, Suite
205
Rancho Cucamonga,
91730
Voice: (909) 466-6075 Phone:

Fax:

Cell:

Email:

Job Provided on 7/2/2026 6:12 AM for:

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

Our Job #:

Job Status:

Travel:

Delivery:

Show Start:

Show End:

Strike/PickUp:

Daniel Keranen
380318
Quote Only
7/1/2026
6/30/2027
Job Site:

Room:

Address:

Contact:

Phone:

City of Indio
100 Civic Center Mall,
Indio, 92201
Invoice To:

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

Description: City of Indio Annual A/V Support 7/1/2026 - 6/30/2027 Concert Series Total: $49,500.00
Movie Nights in the Park Total: $9,000.00
Independence Day Block Party Total: $25,970.00
Black History Month Celebration Total: $7,500.00
Chella Total: $11,936.00
National Night Out Total: $4,500.00
Asada Fest Total: $11,842.00
Quantity Description
Concert Series
7/1/2026-6/30/2027
9 AV tech on site to run audio, power points and videos for Second Saturday Movie Nights in the Park
7/1/2026-6/30/2027
12 Video Tech on site for video wall. Price per Tech, Movie Night Independence Day Block Party
7/1/2026-6/30/2027
1 Independence Day Block Party
Black History Month Celebration
7/1/2026-6/30/2027
1 Black History Month Celebration
Chella
7/1/2026-6/30/2027
1 Chella
National Night Out
7/1/2026-6/30/2027
1 Echo Lounge
Asada Fest
7/1/2026-6/30/2027
1 Asada Fest
Día de Los Muertos Altar & Movie Night
7/1/2026-6/30/2027
1 Día de Los Muertos Altar & Movie Night