Indio City Council
August 19, 2026

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 522 of 953

CITY OF INDIO COMMERCIAL LEASE AGREEMENT
SINGLE-TENANT – 45250 SMURR STREET SUITE 10,
INDIO CALIFORNIA 92201
This Commercial Lease Agreement (“Lease”), dated the 19 day of August, 2026, for reference purposes only, is made by and between the CITY OF INDIO, a California municipal corporation (“Landlord”), and FREDDY JIMENEZ, a sole proprietor, doing business as “BLUE HILL STUDIOS” (“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; MONTHLY RENT; DEPOSIT; USE;

TENANT IMPROVEMENTS

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within a building located at 45250 Smurr Street, Suite 10, Indio California, 92201, 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 September 1, 2026 (“Commencement Date”) and continue for a period of Three years and shall expire on August 31, 2029 (“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 Four 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 fine art screen print studio. 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 February 1, 2027, the following sums as Monthly Rent. Monthly Rent shall be paid in the matter specified in Section 3.1 of this Lease, entitled “Payment of Rent.”
February 1, 2027 to August 1, 2029 - $894 per month

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 523 of 953 2 1.6 Security Deposit. Tenant shall deposit with Landlord a security deposit for the Premises in the amount of One Thousand Dollars ($1,000) (“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: Fine Art Screen Print Studio.

1.8 Tenant Improvements. Intentionally Omitted.

ARTICLE II
CONDITION OF PREMISES; DELIVERY OF PREMISES

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 524 of 953 3 2.3 Landlord Access. Landlord, and its authorized agents, representatives, and employees, may enter the Premises at any time in case of emergency, and otherwise at reasonable hours, with advanced written notice to: (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, lenders, insurers or tenants; (iii) determine whether Tenant is complying with all its obligations hereunder; (iii) take possession due to any uncured, material breach of this Lease in the manner provided herein; (iv) perform any covenants of Tenant which Tenant fails to perform; and (v) repair, alter, or improve the Premises or any portion of the Premises, and may for such purposes erect, use and maintain scaffolding, pipes, conduits, and other structures in and through the Premises where reasonably required by the nature of the work to be performed; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference with the operation of Tenant’s business as reasonably possible. Tenant hereby waives any claim for damages, including but not limited to interference with business, lost profits, and any other incidental or consequential damages of any sort whatsoever, for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry.

Landlord shall at all times have and retain a key with which to unlock all of the doors in or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations, or improvements except as otherwise expressly agreed to be performed by Landlord in this Lease.

2.4 Vehicle Parking. Intentionally Omitted

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

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

3.2 Rent Adjustment and Improvements. In consideration of Four (4) months’ rent abatement provided for in section 1.5 hereof, Tenant will, at its sole cost and expense, design and

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 525 of 953 4 perform tenant improvements necessary to operate a fine art print screen print studio. All changes are subject to the City’s written approval.

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

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

C. 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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 526 of 953 5 shall, in addition to any other rights and remedies available to Landlord, give rise to those rights and remedies of Landlord set forth in Section 12.2 of this Lease

ARTICLE IV
USE; COMPLIANCE WITH LAWS; NON-DISCRIMINATION

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

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 527 of 953 6 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C Section 25288 et seq.]; the California Hazardous Substances Account Act [H & S C Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state or local law, ordinance, order, rule or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Premises, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use (“Environmental Laws”).

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

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.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 528 of 953 7 E. For any Hazardous Material brought on site due to Tenant’s occupancy, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord and at Tenant’s sole cost), and hold Landlord and Landlord’s elected and appointed officials, officers, employees, agents, successors and assigns free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and expenses and fees and expenses incurred in investigating, defending or prosecuting any litigation, claim or proceeding) that may at any time be imposed upon, incurred by, or asserted or awarded against Landlord in connection or arising out of: (i) any Hazardous Material on, in, under or affecting all or any portion of the Premises, (ii) any violation or claim of violation of any Environmental Law by Tenant; or (iii) the imposition of any lien for the recovery of costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on, in, under or affecting all or any portion of the Premises. Tenant’s indemnification shall survive the expiration and termination of this Lease.

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 529 of 953 8 Tenant; and (iv) upon this transaction or any document to which Tenant is a party creating or transferring and interest or an estate in the Premises.

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

ARTICLE VI
INSURANCE; INDEMNIFICATION; WAIVER AND RELEASE

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

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

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

C. Property Insurance against all risk of loss at full replacement cost with no coinsurance penalty provision at Tenant’s cost and expense, shall be obtained and at all times during the term hereof maintain in effect covering (1) all improvements included in the Premises; (ii) Tenant’s trade fixtures, furnishings, equipment, and inventory of merchandise located in the Premises; and (2) all alterations, additions, and changes made in or to the Premises during the term of this Lease at Tenant’s expense, providing protection to the extent of not less than one hundred percent (100%) of the insurable value of all said items against any peril included under insurance industry practices in the jurisdiction of the Premises within the classification “fire and

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 530 of 953 9 extended coverage,” together with insurance against vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage, if sprinklers are installed, and including “use and occupancy” and/or “business interruption” coverage. Tenant hereby waives any and all rights of recovery against Landlord for any loss occurring to such items on account of fire or other casualty, and the aforesaid policies of insurance shall contain appropriate provision recognizing this release by Tenant and waiving all right of subrogation by the insurance carrier. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the items so insured in the event of loss on account of fire or other casualty.

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

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

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

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

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 531 of 953 10 A. Names Landlord and any other entities designated by Landlord as additional insureds under the Commercial General Liability policy; B. Shall not be canceled or altered without thirty (30) calendar day’s prior written notice to Landlord;
C. Insures performance of Tenant’s indemnity set forth in this Lease; D. Provide that no act or omissions of Tenant shall affect or limit the obligations of the insurer with respect to other insureds or including Landlord; E. Include all waiver of subrogation rights endorsements necessary to affect the provisions below; and
F. Provide that the commercial general liability policy and the coverage provided shall be primary, that Landlord although an additional insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord by reasons of acts or omissions of Tenant, and that coverage carried by Landlord shall be noncontributory with respect to policies carried by Tenant.

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

Each Party shall cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither Party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy in effect as required by this Lease.

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

6.6 Indemnity. Tenant agrees, except as to the sole negligence or willful misconduct of Landlord, to fully indemnify, defend, and hold Landlord, its elected and appointed officials, officers, employees, agents, successors and assigns, free and harmless from any and all 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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 532 of 953 11 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, at its sole cost and expense, maintain the Premises in good order, condition and repair, and make repairs, restorations and replacements within the Premises as necessary regardless of whether the repairs, restorations and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or non-capital, or the fault or not the fault of Tenant, its employees, agents, invitees, visitors or contractors. All repairs, restorations, and replacements shall be in quality and class equal to the original work or installations. If Tenant fails to make repairs, restorations or replacements, Landlord may make them at the expense of Tenant and the expense shall be collected as additional rent to be paid by Tenant within fifteen (15) calendar days after delivery of a statement for the expense.

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.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 533 of 953 12 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 heating, ventilation, and air conditioning systems for the Premises and general, mechanical, electrical, lighting, plumbing systems, structural roof, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, fixtures and appurtenances to the Premises. Notwithstanding the foregoing, Landlord will be responsible for repairs and maintenance of latent defects within the Premises.

ARTICLE VIII
DAMAGE AND DESTRUCTION; CONDEMNATION

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

8.2 Condemnation. If all or any part of the Premises shall be condemned or taken as a result of the exercise of the power of eminent domain, including any conveyance or assignment in lieu of any condemnation or taking, this Lease shall terminate as to the part so taken as of the date of taking, and in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by notice to the other within thirty (30)

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 534 of 953 13 calendar days after the date of such taking; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Premises. In any event, Landlord shall be entitled to any and all compensation, damages, income, rent, awards and any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the bonus value of any unexpired Term of this Lease or otherwise; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award against the taking entity, specifically for its relocation expenses or for the taking of any personal property or trade fixtures belonging to Tenant, so long as such separate award to Tenant does not diminish any award otherwise due Landlord as a result of such condemnation or taking.

ARTICLE IX
ASSIGNMENT; SUBLETTING; PROCESSING

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

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 535 of 953 14 subletting or assignment; (ii) consent to the proposed subletting of the Premises or assignment of this Lease; or (iii) disapprove of the proposed subletting or assignment. Landlord may elect to terminate this Lease as to the space affected by the proposed assign or subletting in its sole and absolute discretion. If Landlord does not elect to terminate this Lease, however, Landlord shall not unreasonably withhold its consent to a proposed subletting or assignment.

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

C. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant or any guarantor of Tenant, of its or their obligations, or alter the primary liability of Tenant and its guarantor(s), if any, to provide Monthly Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of payments by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof.

Consent to one assignment or subletting shall not be deemed consent to any subsequent or further assignment, subletting, hypothecation or third party use or occupancy. In the event of default by any assignee or successor of Tenant in the performance of any of the terms of this Lease, Landlord may proceed directly against Tenant and/or its guarantor(s), if any, without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant and/or its guarantor(s), if any, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant and/or its guarantor(s), if any, or any successor of Tenant of liability under this Lease.

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

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

ARTICLE X
HOLDING OVER; SALE OF PREMISES; TERMINATION

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 536 of 953 15 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 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.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 537 of 953 16 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 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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 538 of 953 17 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;
(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;

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 539 of 953 18 (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.

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

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 540 of 953 19 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 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.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 541 of 953 20 To Landlord: To Tenant:

City of Indio Blue Hill Studios
100 Civic Center Mall 45250 Smurr Street Suite 10
Indio, CA 92201 Indio, CA 92201
Attn: City Manager Attn: Freddy Jimenez

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

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

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

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

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

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

13.7 Waiver. The waiver by Landlord or Tenant of any agreement, condition, or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision herein contained, nor shall any custom or practice which may grow up between the Parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Tenant or Landlord in strict accordance with said terms. The subsequent acceptance of any payment hereunder by Landlord shall not be deemed to be a waiver of any breach by Tenant of any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular amount so accepted. Specifically, Landlord may accept any payment from Tenant and apply same to any amount owing hereunder notwithstanding any stated intent or instruction on

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 542 of 953 21 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. (Signatures on following page)

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 543 of 953 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
Date: ___________________________
TENANT:

FREDDY JIMENEZ, sole proprietor, doing
business as “BLUE HILL STUDIOS”
By: ____________________________
Freddy Jimenez
Sole Proprietor
Date: ___________________________

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 544 of 953 2 EXHIBIT “A”
Premises

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 545 of 953 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 546 of 953 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.

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 547 of 953 5 EXHIBIT “C”
Schedule of Performance
(TO BE INCLUDED PRIOR TO THE EXECUTION OF THE AGREEMENT)

Authorize the City Manager to Execute a Commercial Lease Agreement with ... Page 548 of 953 City of Indio
City Council
August 19, 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: Amendment No. 2 to the Downtown Building Beautification Program Guidelines to Rename and Consolidate the Downtown and Highway 111 Building Beautification Programs into the Building Beautification Program and Establish the Emergency Storefront Business Grant
RECOMMENDATION:

Staff recommends that the City Council approve Amendment No.2 to the existing Downtown Building Beautification Program Guidelines to rename and consolidate the Downtown and Highway 111 Building Beautification Programs into the Building Beautification Program and add an Emergency Assistance component to support eligible storefront businesses. Additionally, authorize the City Manager to finalize and execute all necessary documents, guidelines, and agreements to implement the program.

SUMMARY:

Approval of Amendment No. 2 will consolidate the existing Downtown Building Beautification Program and the Highway 111 Building Beautification Program into a single Building Beautification Program, creating a unified program that streamlines administration while continuing to support commercial revitalization efforts within the Downtown Indio Specific Plan and Highway 111 Corridor Specific Plan Areas. In addition, the amendment establishes the Emergency Storefront Business Grant, which provides up to $50,000 in financial assistance, waives applicable City permit fees, and expedites permit processing for eligible storefront businesses throughout the City of Indio that experience qualifying emergency events resulting in substantial damage to a commercial building.

Funding remains subject to program eligibility requirements, available funding, and the adopted Program Guidelines.

BACKGROUND INFORMATION:

On August 17, 2022, the City Council approved the Building Beautification Program establishing separate Downtown Building Beautification and Highway 111 Building Beautification Programs for eligible business owners and/or commercial property owners. The programs were created to encourage owners to improve the appearance of commercial properties through exterior and interior building improvements, supporting the City's ongoing revitalization efforts.

On May 1, 2024, the City Council approved Amendment No. 1 to the Downtown Building Beautification Program Guidelines. The amendment increased the maximum grant amount available to businesses that have operated within the Downtown Indio Specific Plan Area for twenty (20) AGENDA ITEM #9.12
Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 549 of 953 years or more from $50,000 to up to $100,000, recognizing their longstanding investment in Indio.

The increase to those qualified businesses was intended to assist established businesses in enhancing their physical aesthetic level that will be more compatible and consistent with the character of newly established businesses in the Downtown area, such as Rosemary, True Awakening, Everbloom Coffee, Gabino's Creperie, Taphouse, Dune Room, Donna Forte, Mi Cultura, and more. That effort incentivized established businesses.

Staff is now recommending Amendment No. 2 (Attachment No. 1) to consolidate the Downtown Building Beautification program and the Highway 111 Building Beautification Program into a single Building Beautification Program. The proposed amendment also establishes the Emergency Storefront Business Grant, expanding the Program to provide financial assistance, permit fee waivers, and expedited plan review and permit processing for eligible storefront businesses located throughout the City of Indio that experience qualifying emergency events resulting in substantial damage to a commercial building. The addition to the program is intended to assist businesses in recovering from unforeseen events that would otherwise result in prolonged closures, helping preserve local businesses, protect jobs, and support the continued economic vitality of the City.

Emergency Storefront Business Grant funding may be used for labor and materials directly related to eligible repairs necessary to restore a commercial storefront following a qualifying emergency event. Eligible improvements include structural repairs and other work necessary to restore safe occupancy, while routine maintenance, minor repairs, and other ineligible improvements remain excluded. A complete list of eligible and ineligible improvements is included in the proposed program guidelines.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$1,000,000 In current year budget: Yes
Current FY General
Fund Impact:
$1,000,000 Budget adjustment: No
Next FY Financial
Impact:
$0 Strategic Objective: Economic Opportunity
Source of funds: General Fund Fund-Org-Object
Reference:
1011175-540026
Additional Financial Details:

Both the Downtown Building Beautification Program and the Highway 111 Building Beautification Program are funded through the General Fund. For Fiscal Year 2026/27, a total of $1,000,000 has been allocated to support the consolidated Building Beautification Program.

ATTACHMENTS:

Attachment 1 - Building Beautification Program Guidelines APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 10 Aug 2026 Ruby D. Walla, Director of Finance Approved - 10 Aug 2026 Steven Graham Pacifico, City Attorney Approved - 13 Aug 2026

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 550 of 953 Jonathan Nicks, City Manager Approved - 13 Aug 2026

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 551 of 953 Building Beautification Program Guidelines
Economic Development Department
100 Civic Center Mall
Indio, CA 92201
Questions?
Contact City staff at (760) 391-4068 or [email protected]

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 552 of 953

PROGRAM OVERVIEW
As the City of Indio continues its renaissance and revitalization efforts in the Downtown and Highway 111 Specific Plan Areas, the City is engaging one of its most valuable assets — storefront businesses. As a way to provide support to our local businesses, the City has created the Building Beautification Program (the “Program”). The program is, as its public purpose, intended to encourage business owners and/or commercial property owners to enhance the appearance of properties through improvements to commercial buildings. Improvements can have a significant impact on the appearance, community pride, economic setting, and marketability of the properties and businesses located within the City of Indio’s Downtown Indio Specific Plan and Highway 111 Corridor Specific Plan (Attachment A.)
Building owners must own the building for 5 years continuously, or Businesses must remain in business for 5 years continuously. Grant will be forgiven on an annual basis at a rate of 20% per year.

The Program also includes an Emergency Storefront Business Grant, which provides financial assistance to eligible storefront businesses experiencing unforeseen emergency events that result in substantial damage to a commercial building. This funding opportunity is intended to assist businesses in restoring safe occupancy, minimizing prolonged business closures, and supporting economic recovery. Unlike the Building Beautification Grant, the Emergency Storefront Business Grant is available to eligible storefront businesses located throughout the City of Indio.

GRANT AMOUNT
The Program will provide funding assistance of up to fifty thousand dollars ($50,000).

Funding assistance shall not exceed $40,000 for building façade improvements and $10,000 for interior improvements. Established businesses that have been operating for more than 20 years at the same location may qualify for up to $100,000, pending proof of their longevity. Out of the amount allocated, up to 20% can be for interior improvements. The Program is administered by the City of Indio. Staff will make the determination as to the eligibility of applicants and projects to participate in the Program based on qualifying and eligibility measures as outlined in these guidelines.

These guidelines and financial terms are in effect until the Program funds are expended.

Emergency Storefront Business Grant
The Program also includes an Emergency Storefront Business Grant, which provides financial assistance of up to $50,000 to eligible storefront businesses that experience a qualifying emergency resulting in substantial damage to a commercial building.

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 553 of 953 Eligible projects may include structural repairs, may receive expedited plan review and waiver of applicable City permit fees, and are not limited to the Downtown Indio Specific Plan Area or Highway 111 Corridor Specific Plan Area. Eligibility shall be determined by the City in accordance with these guidelines.

Qualifying emergencies shall include unforeseen events that result in substantial damage to a commercial storefront requiring major building repairs and preventing the business from fully operating. Such events may include, but are not limited to, vehicle collisions, fire, severe weather, structural failure, or other unforeseen events resulting in substantial building damage, as determined by the City. Applicants must provide documentation supporting the emergency, which may include a police and/or fire report, insurance adjuster’s estimate, structural engineer’s report, city inspector determination, licensed contractor estimate, or other documentation acceptable by the City. Minor repairs, routine maintenance, minor vandalism or theft, cosmetic damage, broken windows or doors, graffiti, or damage that does not significantly impair the structural integrity or operation of the business shall not qualify for assistance under this Grant. Funds shall be limited to repairs directly related to the qualifying emergency event.

For Building Beautification Grants, a tiered grant structure will apply as follows:

1. Building Beautification Grant under $10,000 - Does not require a Regulatory Agreement to be recorded as part of the Grant Agreement.

2. Building Beautification Grant above $10,001 - A complete Grant Agreement with a Regulatory must be completed.

3. Emergency Storefront Business Grant – A complete Grant Agreement with a Regulatory must be completed.

Grant proceeds are to be used for labor and materials directly related to building improvements approved by the outline as “Eligible Improvements”. Tools may not be purchased with grant funds, but tool rental is allowable. Program funds are to be used for building improvements that are visible to the public or enhance the building’s use, rather than simple routine maintenance. All improvements completed through Program are “public work,” as that term is used in Section 1720 of the California Labor Code. In accordance with Labor Code section 1720 et seq., prevailing wages shall be paid for all improvements. Use of volunteer labor is not allowed. All estimates and payments for construction and installation of improvements shall include prevailing wages and shall otherwise comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and all other applicable laws and regulations with respect to prevailing wages. Participants in the program are responsible for ensuring that the improvements are in compliance with the Prevailing Wage Law.

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 554 of 953

ELIGIBLE IMPROVEMENTS
The Program is designed to support the City’s revitalization efforts in Downtown and Highway 111 in Indio by helping businesses enhance or revitalize storefronts.

Eligible uses of funds are for:
• Exterior and Interior painting or
wall coverings
• Façade Improvements
• Windows and window treatments
• Door
• Floor covering
• Lighting systems
• Ceiling tiles
• Display cases affixed to the
building
• Partition walls
• Exterior signs, vinyl letter
signage (windows)
• Benches and trash receptacles
• Landscaping
• Outdoor seating
Emergency Storefront Business Grant
• Building structural repairs
• Repairs necessary to restore safe occupancy
Ineligible Improvements include, but are not limited to:
• Building structural repairs;
except as approved under the
Emergency Storefront
Business Grant
• Portable signs; signs not
mounted or attached to
storefronts;
• Improvements that are not in
the public view
• Improvements not approved
by the City in writing.

NOTE: The City of Indio will award projects meeting the established eligibility criteria on a first come first served basis until the available funds are exhausted.

APPLICANT ELIGIBILITY REQUIREMENTS
Applicant(s) who desire to participate in the Program must meet the following criteria:
• The applicant(s) must be either the current property owner(s) or the business owner(s) (tenant). Tenant must receive owner(s) written approval to be eligible for participation in the Program. In case of multiple ownership, the signature of each titleholder is required on all appropriate documents.

The City will verify property ownership and require all persons currently on the title to give written consent to all work proposed to be performed on the property before initiating such work;

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 555 of 953 • Only businesses within Downtown Indio Specific Plan or Highway 111 Corridor Specific Plan Areas (see Attachment A “Map”) are eligible to participate;
• Businesses seeking assistance through the Emergency Storefront Business Grant may be located at any commercial storefront within the City of Indio; • The business must have an active business license with the City of Indio; • All building improvements supported by the Program funds must be for improvements to the building that are visible to the public or enhance the use of the building;
• The property owner agrees to be responsible for ongoing maintenance for five (5) years following the completion of the program-funded improvements, including any landscaping;
• The business must be open to the public, free of building code violations and/or tax liens for five years moving forward upon participation approval; and
• Exterior improvements must follow City-approved design standards for any exterior modifications.

Emergency Storefront Business Grant
• Applicants seeking assistance under the Emergency Storefront Business Grant must demonstrate that the business was actively operating from a storefront within the City of Indio legally operating immediately prior to the emergency event and that the event resulted in substantial physical damage to the commercial building requiring major repairs that prevent the business from operating.

IMPLEMENTATION WORK
All improvements shall conform to the City of Indio’s Building Codes, Zoning Ordinance, and applicable Design Guidelines. Project improvements commenced before the City’s issuance of a Notice to Proceed are not eligible for this Program. City staff will be available to work with approved applicants to assist in coordinating the project. City staff will carry out periodic inspections.

DETERMINATION OF ELIGIBILITY AND APPROVAL OF WORK

SCOPE PROCESS
Program eligibility will be determined based on the City review of a completed program application submitted by the property owner(s) or tenant. Applications will be available on the City’s website.

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 556 of 953

1. Application- If your business is in the eligible areas, please complete all of the application’s components and submit it to Economic Development Department, 100 Civic Center Mall, Indio, CA 92201, or via email at [email protected].

2. Verification and Eligibility Determinationa. Applicant Eligibility • Property Owners and tenants of commercial buildings
• All tenants must provide the City written consent from the property owner where the proposed improvements occur.
• Tenants must provide written evidence that they have a minimum of two (2) years lease term remaining after the projected completion of improvements
• Applicants must have a current Business License to conduct business at the address where improvements are to occur and must not be delinquent or past due on any City of Indio fees for the grant term.

Once an applicant has been determined to meet eligibility requirements, an initial inspection of the property will be made by the Building Department to determine if any code violations exist. These code violations must be remedied BEFORE an applicant is eligible to participate in the program. b. Property Eligibility
• For the Building Beautification Grant, the property must be located within the Downtown Indio Specific Plan Area or Highway 111 Corridor Specific Plan Area (see Attachment A).
• The City has a preference for businesses such as casual dining restaurants and retail, but all applications will be processed in the order received.
• This eligibility requirement does not apply to applicants seeking assistance through the Emergency Storefront Business Grant, provided all other eligibility requirements are met.
c. Exclusions
• Applicants who have completed eligible improvements before the program commencement date do not qualify for assistance • Applicants who have received assistance from the City of Indio for the business at the business address are not eligible for assistance. • Structural improvements not related to exterior improvements, including seismic upgrades.

All property improvements made under this program must be consistent with the City’s Downtown and/or Highway 111 in Indio Specific Plans and Indio General Plan 2040. As with any other project, the property improvements under this program must also adhere to all applicable building codes, sign ordinances, and development/design standards for the City of Indio. Any code violations must be corrected before funding is released. Should any code violations occur related to any improvements made using funding from this Program and remain uncured for a period of time as outlined in a code enforcement citation, the participant may be

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 557 of 953 required to reimburse the City for any unamortized funding over 5 years from the date funding is released.

3. Selection of Contractor- The business owner or tenant is responsible for selecting a contractor to perform improvements. The City is not responsible for selecting the contractor. All contractors must obtain necessary Federal, State, and Local Licenses to perform work and are subject to prevailing wage laws.

Under certain circumstances, the City may agree to select and enter into an agreement with a contractor or complete improvements with “in-house” staff.

4. Approval and Notifications- City will send a written approval or denial notification.

5. Secure Planning and Building Permits- All necessary planning, building, encroachment permits, and other permits must be secured by the City’s Planning and Building Department before construction is initiated. Projects approved under the Emergency Storefront Business Grant may receive expedited plan review and permit processing, as well as a waiver of applicable City permit fees, as determined by the City.

6. Contract Agreement- City staff will select and execute necessary agreements with business owner(s) and/or tenant for the grant.

7. Progress Payments- The City will process progress payments when requested by the business owner(s) and/or property owner. Payments will be made by check after submission of an invoice to the City, lien releases, and satisfactory completion of improvements. It is important to note that any necessary permits and final inspections must be completed before requesting the final payment.

8. Emergency Storefront Business Grant – Applications submitted under the Emergency Storefront Business Grant shall be reviewed by the Economic Development Department in consultation with a City building inspector to determine whether the damage constitutes a qualifying emergency under the program.
(END OF GUIDELINES)

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 558 of 953 Attachment A
Downtown Indio Boundary Map

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 559 of 953 Highway 111 Corridor Specific Plan
Boundary Map

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 560 of 953 Attachment B
Examples of Projects from other Cities
City: Salt Lake City
Population: 200,000
Grant Amount: $30,000
City: Auburn, Washington
Population: 80,900
Grant Amount: $30,000

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 561 of 953 City: Mesquite, TX
Population: 140,000
Grant Amount: $20,000
City: City of Columbia
Population: 134,000
Grant Amount: $15,000 (Exterior) and $10,000 Interior.
**Must apply for exterior in order to apply for interior grant.

Amendment No. 2 to the Downtown Building Beautification Program Guidelin... Page 562 of 953 City of Indio
City Council
August 19, 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: Authorization to Negotiate and Execute a Purchase and Sale Agreement with 45151 Oasis LLC for property located at 45145 Oasis Street (APN 611-164- 006), Adjacent Parking Lot (APN 611-164-017), and Vacant Lot (APN 611-164- 007) for a total not-to-exceed $2,008,000
RECOMMENDATION:

Staff recommends the City Council: (1) Authorize the City Manager to negotiate and execute a Purchase and Sale Agreement with 45151 Oasis LLC for the properties located at 45145 Oasis Street (APN 611-164-006), Adjacent Parking Lot (APN 611-164-017), and Vacant Lot (APN 611- 164-007) for a total not-to-exceed $2,008,000; (2) For the City Manager to negotiate and execute any and all documents, and pay such reasonable amounts may be necessary, to effectuate the sale including any and all escrow documents to complete the purchase of the property.

SUMMARY:

These properties are comprised of approximately a 14,500 square-foot building (APN 611-164-006), a 7,405 square-foot adjacent parking lot (APN 611-164-017), and a 7,405 vacant lot (APN 611-164- 007), as shown in Attachment 1. The Purchase and Sale Agreement (Attachment 2) will be for a total not-to-exceed $2,008,000 for the purchase price, escrow, and title fees. Staff recommends acquiring these properties to support the continued revitalization and long-term development of Downtown Indio. The current tenant, The Place, has contributed to Downtown’s vibrancy by providing a unique retail environment where a diverse collection of local vendors and entrepreneurs can showcase and sell their goods, including handmade ceramics, skateboards, apparel, specialty snacks, gifts, and other locally curated products. Acquisition of these properties would allow the City to build upon this existing activity while providing greater flexibility to support future development opportunities and advance the City’s broader vision for Downtown Indio.

BACKGROUND INFORMATION:

As part of the City's strategic plan, the City Council allocated funding for the acquisition of key properties in Downtown Indio. City staff contacted the property owner to express interest in purchasing the sites. An appraisal was ordered and negotiations resulted in an agreement to sell the properties to the City. Under the terms of the negotiation, the City will pay 50% of escrow and title fees.

General Plan Conformity: The properties falls within Downtown Specific Plan (DT-SP) under the City of Indio General Plan 2040 characterized as supporting lively, thriving downtown area by AGENDA ITEM #9.13
Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 563 of 953 accommodating multi-story, mixed-use buildings at higher intensifies. Also providing for vertical and horizontal mixed-use development. Goal LU-9.1 of the General Plan states that a development goal within the public realm is to “Establish downtown Indio as regional destination with a mix of uses that draw visitors from the Coachella Valley. Encourage a broad mix of uses that creates an inviting, active, and dynamic Downtown including: Local- and regional- serving retail and services, cultural and institutional uses, educational uses and facilities, small local-serving office uses, residential buildings to increase housing diversity and units, and innovative public spaces and parks.” The purchase of this property would allow for the opportunity for the City to facilitate the future development of the entire half block, continuing the improvement of downtown. The use of the property is consistent with the General Plan and staff recommends that the City Council find that the use of the property is in conformance with the General Plan.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
2,008,000 In current year budget: Yes
Current FY General
Fund Impact:
2,008,000 Budget adjustment: No
Next FY Financial
Impact:
0 Strategic Objective: Downtown Destination
Source of funds: General Fund Fund-Org-Object
Reference:
1011190-551003
Additional Financial Details:
$2,008,000 to cover the purchase price, title and escrow fees, and other costs related expenses ATTACHMENTS:

Attachment 1 - Properties Location Map
Attachment 2 - Purchase and Sale Agreement (611-006, 611-164-017, 611-164-007) APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 11 Aug 2026 Ruby D. Walla, Director of Finance Approved - 12 Aug 2026 Steven Graham Pacifico, City Attorney Approved - 13 Aug 2026 Jonathan Nicks, City Manager Approved - 13 Aug 2026

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 564 of 953 Properties Location Map
(611-164-006, 611-164-017, and 611-164-007)
= Subject Properties

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 565 of 953 1 PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF INDIO AND 45151 Oasis LLC
(APN #s 611-164-006, 611-164-017, 611-164-007))
This Purchase and Sale Agreement (“Agreement”) is entered into this 19th day of August, 2026 (“Effective Date”), by and between THE CITY OF INDIO, a California municipal corporation (“Buyer”) and 45151 Oasis LLC (collectively “Seller”). In consideration of the mutual covenants and agreements, the parties agree to the following terms and conditions:

ARTICLE I

AGREEMENT OF SALE

1.1 Buyer’s Status. Buyer is a public entity with the power to acquire real and personal property for public uses and purposes. Buyer is engaged in property acquisition for a public use.

1.2 Property. Seller owns certain real property located in the City of Indio, County of Riverside, State of California, commonly known as 45145 Oasis Street, Indio, California, bearing Assessor Parcel Nos. 611-164-006, 611-164-017, and 611-164-007 (“Property”), more particularly described in the legal description and on the plat attached hereto and marked as Exhibit “A” and incorporated herein by reference.

1.3 Agreement of Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the considerations set forth in this Agreement, the fee interest in the Property.

1.4 Incomplete Legal Description. If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid, and the legal description shall be completed or corrected to meet the requirements of the Title Company to issue a title policy hereinafter described.

1.5 Other Grants. It is agreed that Seller, or its successors in interest, will not grant an interest in the Property, or any part thereof, including, but not limited to, a fee simple interest, easements, or any other conveyances and/or construct improvements or make changes upon, or to, the Property during the period between the Effective Date and the Close of Escrow, as such term is defined below.

1.6 Possession. Seller agrees that the Property will be available to Buyer upon the Close of Escrow, unless otherwise specified herein.

1.7 Compensation. This Agreement is intended to be a resolution of all elements of “Just Compensation” to which Seller may be entitled and such other elements of damage, benefits, and assistance as are authorized by law. The parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Property.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 566 of 953 2 1.8 Compensatory Laws. Seller hereby acknowledges that Seller, or its tenants, may be eligible to receive compensation, damages, and/or relocation benefits and assistance pursuant to the following: The Constitution of the State of California (Article I, Section 19), the Eminent Domain Law (California Code of Civil Procedure Section 1230.010, et seq.), the California Relocation Assistance Act (California Government Code Section 7260, et seq.), implementing rules and regulations (Title 25, California Code of Regulations) and/or local, state or federal ordinances, statutes, rules, regulations and decisional laws (collectively “Compensatory Laws”). Any such compensation and benefits are provided for in this Agreement.

1.9 Tax-Deferred Exchange. Seller may use the proceeds from the sale of the Property to effect one or more tax deferred exchanges under Internal Revenue Code §§ 1031 or 1033. Buyer agrees to accommodate Seller in effecting such tax-deferred exchange. Seller shall have the right, expressly reserved herein, to elect such tax-deferred exchange at any time before the Close of Escrow. Seller and Buyer agree, however, that consummation of the purchase and sale of the Property is not conditioned on such exchange. If Seller elects to make a taxdeferred exchange, Buyer agrees to execute such additional escrow instructions, deeds, documents, agreements, or instruments to effect this exchange, provided that Buyer shall incur no additional costs, expenses, or liabilities in this transaction as a result of or in connection with this exchange. Seller agrees to hold Buyer harmless from any liability, damages, or costs, including reasonable attorney fees, that may arise from Buyer's participation in such exchange.

1.10 Due Diligence. Buyer shall have forty-five (45) days from the Effective Date (“Contingency Date”) to perform, in its sole discretion, its due diligence review of the condition of Property and all other matters concerning the Property, including without limitation, economic, financial, and accounting matters relating to or affecting the Property or its value, and the physical and environmental condition of the Property. Prior to the Contingency Date, Buyer shall have made such inquiries, communicated with local, state, and federal government agencies as it sees fit, retained such consultants, and taken such actions as Buyer deems necessary or appropriate to enter into this Agreement. On or before the Contingency Date, Buyer shall deliver written notice to Seller accepting the Property or terminating this Agreement. If Buyer fails to give such notice on or before the Contingency Date, Buyer shall be deemed to have accepted the Property and proceed with this Agreement.

ARTICLE II

PURCHASE PRICE, TITLE AND ESCROW

2.1 Purchase Price. Buyer shall pay to the Seller the sum of Two Million Dollars ($2,000,000) (“Purchase Price”). Seller acknowledges and agrees that any liens due shall be paid out of the Purchase Price. The Purchase Price shall represent full and complete compensation pursuant to Compensatory Laws for the rights and interests being acquired herein by Buyer, including, without limitation, real property, fixtures and equipment, loss of business goodwill, relocation assistance and such other compensation, damages and benefits as may be permitted by law. The Purchase Price shall be payable to Seller in immediately available funds in accordance with the provisions and requirements of this Agreement.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 567 of 953 3 2.2 Just Compensation. Payment of the Purchase Price and compensation under this Agreement shall be deemed Just Compensation and shall include fair market value, damages of whatever kind or nature arising out of Buyer's acquisition of Seller’s interest in realty, improvements, fixtures and equipment, and business interests including, without limitation, loss of business goodwill, loss of rent, bonus value, loss of inventory, equipment, patronage, and loss of opportunities.

2.3 Escrow. Buyer and Seller shall open an escrow (“Escrow”) with First American Title Company (“Escrow Holder”) within five (5) business days after the Effective Date by depositing a copy of this executed Agreement (or copies of executed counterparts of this Agreement) with Escrow Holder and requesting that an escrow be opened. This Agreement shall constitute escrow instructions. The parties shall execute such further instructions as Escrow Holder reasonably requires in order to clarify the duties and responsibilities of Escrow Holder. In the event of any conflict between the terms and conditions of this Agreement and such further escrow instructions, the terms and conditions of this Agreement shall control. The Escrow Instructions shall not conflict with, amend, or supersede any provision of this Agreement.

2.4 Escrow Trust Accounts. All funds received in the Escrow shall be deposited in an escrow trust account specifically opened for this transaction, and all disbursements shall be made by check or, at the option of Buyer, wire transfer of Escrow Holder from such account.

Escrow Holder shall deposit all of Buyer’s money into an interest-bearing account with all interest accruing to Buyer until the Close of Escrow. At the option of Buyer, said interest may be used toward the Purchase Price.

2.5 Conduct of Escrow. Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, the Escrow Instructions, and applicable law, including any reporting requirements of the State of California and the Internal Revenue Service.

2.6 Condition of Title.

2.6.1 Within five (5) business days after the Effective Date, Seller shall deliver to Buyer a copy of a current standard coverage preliminary title report issued by First American Title Company (“Title Company”) showing the condition of title to the Property, accompanied by copies of all documents referred to in the report (collectively, “PTR”).

2.6.2 Buyer shall have fifteen (15) days following the Effective Date within which to deliver to Seller written notice of Buyer’s disapproval or conditional approval of title as shown on the PTR (“Disapproved Exceptions”). Buyer’s failure to provide the notice on or before such date shall constitute Buyer’s approval of the condition of title as shown on the PTR.

2.6.3 If Buyer timely notifies Seller of its Disapproved Exceptions, Seller shall notify Buyer in writing on or before the twenty-fifth (25th) day after the Effective Date that: (a) Seller has removed the Disapproved Exceptions from title (or met Buyer’s conditions for approval of a title exception); or (b) Seller is covenanting to do so as of or before Closing; or (c) Seller will not remove (or will not meet the conditions of approval

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 568 of 953 4 of) specified Disapproved Exceptions. Failure to address Disapproved Exceptions in any notice, or failure to give such a notice, shall constitute Seller’s statement that it will not remove or otherwise address the Disapproved Exceptions.

2.6.4 If Seller does not remove or covenant to remove (or does not meet or covenant to meet) the conditions of approval of any Disapproved Exceptions, Buyer shall have the right to terminate this Agreement on or before the Contingency Date or to waive its objection to the Disapproved Exceptions in question and proceed to Closing as Buyer’s sole and exclusive remedy. Buyer’s failure to provide written notice of termination on or before the Contingency Date shall constitute Buyer’s waiver of its disapproval of the Disapproved Exceptions. In the case of Buyer’s waiver (or deemed waiver) of Disapproved Exceptions, Seller shall have no obligation to remove or otherwise address the Disapproved Exceptions from title and such waived Disapproved Exceptions shall be deemed approved.

2.6.5 In this Agreement, the term “Permitted Exceptions” means: (a) installments of general and special real property taxes and assessments not then delinquent, (b) any encumbrance arising from the acts or omissions of Buyer, (c) any liens due to Buyer or affiliated or related agencies (“Buyer’s Liens”), and (d) any other exception showing on the PTR other than the Disapproved Exceptions that Seller removes or covenants to remove.

2.6.6 At Closing, Buyer shall receive a CLTA Owner’s Coverage Policy of Title Insurance (“Title Policy”), together with all endorsements requested by Buyer, issued by the Title Company, in the amount of the Purchase Price. The Title Policy shall show title to the Property vested in the Buyer free and clear of all liens, encumbrances, assessments, and taxes. Any exceptions to title representing monetary liens or encumbrances are hereby disapproved by Buyer, and Escrow Holder is hereby authorized and instructed to cause the reconveyance of any such monetary exceptions at or prior to the Close of Escrow. If a supplemental report is issued prior to the Close of Escrow which shows new matters, Buyer reserves the right to request any new matters removed from the Title Policy, in accordance with the provisions of this Section 2.6.

2.7 Reports, Studies, and Agreements. Within fifteen (15) calendar days of the Effective Date, Seller will provide Buyer with copies of any reports, studies, maps or agreements affecting the Property, if any, in Seller’s possession, including but not limited to geotechnical and soils reports, surveys, environmental reports, flood hazard or earthquake seismic studies and other reports, studies, maps or agreements affecting the Property, to the extent Seller has any such copies.

ARTICLE III

CLOSING

3.1 Closing. Subject to the satisfaction of any contingencies described herein, Escrow Holder shall close this Escrow by recording the deed(s) and other documents required to be recorded and by disbursing the funds and documents in accordance with this Agreement and the Escrow Instructions.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 569 of 953 5 3.2 Closing Date. Escrow shall close on or before thirty (30) days following the Effective Date (“Close of Escrow”). If the Escrow is not in a condition to close by the Close of Escrow, any party who is not then in default, upon notice in writing to the Escrow Holder and the other party, may demand the return of their documents and/or money and cancellation of the Escrow. Unless objected to in writing within ten (10) days from the receipt of the notice of cancellation, Escrow will automatically be canceled. Notwithstanding the foregoing, Escrow may be extended upon mutual agreement of the parties for such time the parties deem necessary to effectuate the intent of the parties.

3.3 Closing Documents.

3.3.1 Seller, prior to the Close of Escrow, shall deliver to Escrow Holder each of the following items, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under this Agreement:
(a) a grant deed conveying the Property to Buyer, subject only to Permitted Exceptions;
(b) executed Federal and State nonforeign affidavits with respect to Seller;
(b) all additional documents, instruments which may be
reasonably necessary for the Close of Escrow and to
consummate the sale of the Property in accordance with the terms of this Agreement;
(c) all sums that Seller is required under this Agreement to deliver to Escrow Holder; and

3.3.2 Buyer, prior to the Close of Escrow, shall deliver to Escrow Holder each of the following items, the delivery of each of which shall be a condition to the performance by Seller of its obligations under this Agreement:
(a) the Purchase Price to be paid to Seller; and
(b) all additional documents and instruments which may be reasonably necessary for the Close of Escrow and to
consummate the sale of the Property in accordance with the terms of this Agreement.

3.3.3 Since Buyer is a public entity, pursuant to California Government Code Section 27281, Escrow Holder must secure from Buyer and attach to any deed a certificate of acceptance executed by Buyer or its authorized employees, officers, or agents prior to the recording of any deed.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 570 of 953 6 3.4 Conditions to the Close of Escrow. Buyer’s obligation to proceed with the transaction contemplated by this Agreement is subject to the satisfaction of all of the following conditions precedent, which are for Buyer’s benefit and may be waived only by Buyer:

3.4.1 Seller shall have performed all agreements to be performed by Seller hereunder, including a walk-through as set forth Section 3.11.

3.4.2 As of the Closing Date, there shall have been no adverse changes in the physical condition of, or title to, the Property;

3.4.3 Title Company shall have issued or shall have committed to issue the Title Policy to Buyer for the amount of the Purchase Price showing fee title to the Property to be vested in Buyer, subject only to the title exceptions in the preliminary report.

3.5 Escrow Holder, upon notice by Buyer of a failure of a condition shall promptly return to Buyer all funds (and all interest accrued thereon) and documents deposited by Buyer in escrow and to return to Seller all documents deposited by Seller in Escrow.

3.6 Mortgages and Deeds of Trust. Any and all monies payable under this Agreement, up to and including the total amount of unpaid principal and interest on any note secured by a mortgage or deed of trust, or other security instrument if any, shall, upon demand, be made payable to the mortgagee or beneficiary entitled thereunder; and such mortgagee or beneficiary shall be required to furnish Buyer with good and sufficient receipt showing said monies were credited against the indebtedness secured by said mortgage, deed of trust, or other security instrument. Escrow Holder shall notify the Title Company of such payments and secure and cause any necessary full or partial conveyances to be prepared, signed, and recorded as required by the Title Company to eliminate any such encumbrances or exceptions from the Title Policy issued pursuant to this Agreement.

3.7 Taxes and Other Liens. Escrow Holder is authorized and instructed to comply with the following tax proration procedures:

3.7.1 Payment of Unpaid Taxes: Pay and charge Seller for any unpaid delinquent taxes and/or any penalties and interest thereon, and for any delinquent or nondelinquent assessments or bonds against the Property subject to the provisions of Section

2.1 above.

3.7.2 Tax Proration: For purposes of tax proration, Escrow Holder will apportion all current taxes at “the date of apportionment” for public agency acquisitions as defined in California Revenue and Taxation Code Section 5082. Since possession is being granted pursuant to this Agreement at the Close of Escrow that date will be the “date of apportionment.”

3.7.3 Ad Valorem Taxes: Seller understands and agrees pursuant to California Revenue and Taxation Code Section 5083 that when property is acquired by Buyer (a public entity) that any lien on the property for ad valorem taxes is extinguished as a matter of law upon the final acquisition of the property and the lien immediately transfers

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 571 of 953 7 and attaches to the proceeds constituting the Purchase Price.

3.7.4 No Cancellation of Unpaid Taxes and Penalties: Subject to the provisions of Section 2.1 above, Seller understands and agrees pursuant to California Revenue and Taxation Code Section 5084 that no cancellation shall be made of all or any portion of any unpaid taxes or any penalties or costs levied for prior tax years that constitute a lien at the time of acquisition of the Property. Such unpaid taxes, penalties, and costs shall be paid through Escrow, or if unpaid for any reason, shall be transferred to the unsecured tax roll pursuant to Section 5090 of the California Revenue and Taxation Code and are collectible solely from Seller.

3.7.5 Proration of Current Taxes: From the date that tax information is available, that portion of the current taxes and any penalties and costs that are allocable during Seller’s ownership of the Property up to and including the date of apportionment, if unpaid, shall be paid through Escrow. If such taxes are not paid, Buyer shall not in any event be responsible or liable for such taxes and such taxes shall be transferred to the unsecured roll and be solely collectable from Seller.

3.7.6 Notice to County Tax Collector: Buyer shall be solely responsible for providing notice of this acquisition to the County Tax Collector and to any public entities, whose taxes are not collected by the County Tax Collector but who at this time exercise the right of assessment and taxation pursuant to California Revenue and Taxation Code Section 5091.

3.7.7 Liens: Subject to the provisions of Sections 2.1 and 2.6 above, any and all liens assessed against the Property shall be deducted from and paid out of the Purchase Price.

3.8 Title and Escrow Costs. Seller shall pay one-half of the costs for a CLTA standard form title policy and escrow fees at $3,860.00, and all recording costs incurred herein, all reconveyance fees, trustees fees, or forwarding fees, and prepayment charges for any full or partial reconveyance or full or partial release of any mortgage or deed of trust. Buyer shall be responsible for one-half of the costs for a CLTA standard form title policy and escrow fees at $3,860.00, the additional cost for an ALTA owner’s title policy and associated costs if obtained by Buyer. The parties acknowledge that Buyer is exempt from the payment of documentary.

3.9 Brokerage Commission. Intentionally deleted.

3.10 Closing Statement. Each of the parties hereto hereby authorizes and instructs Escrow Holder to release a copy of such party’s closing statement to the other party, the purpose being to provide full disclosure to the other party of all disbursements made on behalf of such party.

3.11 Walk-Through. Three (3) business days prior to the Close of Escrow, Seller and Buyer shall walk-through the Property. If following the walk-through, the Property is acceptable to Buyer, Buyer shall provide written notice to Seller, acknowledging such. If following the

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 572 of 953 8 walk-through, the Property is not acceptable to Buyer, Buyer may terminate this Agreement pursuant to Article VIII. Seller shall be responsible for, and pay, relocation costs of any tenant or occupant, if applicable, and shall indemnify, defend, protect, and hold harmless the Buyer, from and against all claims arising from or in connection with Seller’s eviction and/or removal of any tenants and/or occupants or in connection with the transaction described herein.

ARTICLE IV

RIGHT OF ENTRY AND DAMAGE TO PROPERTY

4.1 Right of Entry. After Seller’s execution of this Agreement by the parties, and during Escrow, Seller grants to Buyer, its agents, employees or nominees, the right to enter into and upon the Property for the purpose of conducting soil, environmental and engineering studies, and such further engineering, grading, archeological, geological, or survey work as may be required for the preparation by Buyer of its development plans for the Property. Buyer shall give Seller reasonable notice of such entry and shall not unreasonably interfere with any occupant’s use of the Property or any of Seller’s other operations on the Property. Buyer shall keep the Property free and clear of any liens or encumbrances that may arise out of Buyer’s inspection of and activities on the Property. All costs, expenses, liabilities or charges incurred in or related to the performance of any and all of such studies and work on the Property, the preparation by Buyer of any plans or maps for the development or use of the Property, and the cost of filing, recording reports, plans, maps, or other documents related thereto shall be at the sole cost and expense of and shall by paid by Buyer. Buyer hereby agrees to repair any damage done to the Property by Buyer, its agents, employees, servants, nominees, or assigns, and Buyer shall restore the Property to the same or similar condition as existed on the date of Buyer first exercised this right of entry, if this transaction is terminated. Buyer shall not have any such obligation if Escrow closes and title to the Property vests in Buyer. The right to enter the Property shall be coextensive with the period during which Escrow is open, or any extension thereof.

4.2 Material Change, Destruction or Damage. The closing of this Escrow is contingent upon the fact that no material change shall have occurred with respect to the Property that has not been approved in writing by Buyer. For purposes of this Agreement, a “material change” shall be a change, not caused by action or inaction on the part of Buyer, its agents, employees, servants, nominees, or assigns in the status of the use, occupancy, tenants, or condition of the Property that occurs subsequent to the Effective Date of this Agreement. In the event there is a material change to the Property after the Effective Date, Buyer may purchase the Property with a credit against the Purchase Price otherwise due hereunder equal to the amount of any insurance proceeds actually collected by Seller prior to the Close of Escrow as a result of any such material change. Seller agrees to maintain a casualty insurance policy with respect to the Property in full force and effect until the Close of Escrow.

ARTICLE V

WAIVER AND RELEASE

5.1 Acknowledgment of Full Benefits. By execution of this Agreement, Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 573 of 953 9 the Buyer, and Seller hereby expressly and unconditionally waives any and all claims for damages, improvements, relocation assistance benefits, severance damages, interest, loss of goodwill, claims for inverse condemnation or unreasonable pre-condemnation conduct, or any other compensation or benefits, other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisitions claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property.

5.2 Acknowledgment of Just Compensation. The parties acknowledge and agree that the consideration paid to Seller shall be deemed the fair market value and total amount of “Just Compensation” for the Property. Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives, and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of Buyer’s efforts to acquire the Property or to construct works of improvement thereon, or any preliminary steps thereto.

5.3 Waiver and Release. The parties hereby acknowledge that they have had the opportunity to speak with or have been advised by an attorney and are familiar with the provisions of California Civil Code section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS

OR HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,

WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Seller and Buyer each acknowledges that it may have sustained damage, loss, costs, or expenses which are presently unknown and unsuspected, and such damage, loss, costs, or expenses which may have been sustained, may give rise to additional damage, loss, costs, or expenses in the future. Nevertheless, Seller and Buyer each hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which they may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This waiver shall not supersede any of the provisions of this Agreement or the rights of the parties hereto to enforce this Agreement in law or equity.

5.4 Waivers. Seller hereby waives the right to further and greater compensation and to have the adequacy of compensation determined in a court of law or equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall extend to constitutional claims of whatever kind or nature that may be brought under the California and United States Constitutions and the federal civil rights statutes including, without limitation, claims arising under 42 U.S.C. Section 1983. Seller hereby further waives the right to raise affirmative defenses and to attack by way of answer, complaint or collaterally, the Buyer’s right to acquire the property for public uses and purposes. These acknowledgments, waivers, and releases shall survive the Close of Escrow.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 574 of 953 10 ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations, Warranties and Covenants. Seller hereby represents, warrants, and covenants to Buyer as of the date of this Agreement, and upon the Close of Escrow, as follows, all of which shall survive the Close of Escrow, unless otherwise stated below:

6.1.1 Authority: Seller is the owner of the Property and has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller’s obligations hereunder. The person signing this Agreement and any documents and instruments in connection herewith on behalf of Seller has full power and authority to do so.

6.1.2 Bankruptcy: There are no attachments, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Seller or filed by Seller, or to the best of Seller’s knowledge, pending in any current judicial or administrative proceeding against Seller. Further, Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy proceeding.

6.1.3 Other Agreements: Seller has not entered into any other written contracts or agreements for the sale or transfer of any portion of the Property.

6.1.4 Condition of Property: Seller warrants and covenants, through Close of Escrow, that through the date possession is made available to Buyer, the Property shall be maintained in the same condition as upon the Effective Date of this Agreement.

6.1.5 Violation of Codes: Other than code violations, if any, to be paid out of the Purchase Price, Seller warrants that Seller has no actual knowledge of any notice of any violations of city, county, state, federal, building, zoning, fire, health codes or ordinances, or other governmental regulations filed or issued against the Property. Seller further warrants that it has no actual knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes, or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency, or of any casualty insurance company that any work, investigation, remediation, repair, maintenance or improvement is to be performed on the Property.

6.1.6 Zoning Changes: Intentionally deleted.

6.1.7 Geologic Condition: Seller represents that it has no actual knowledge of surface cracking or subsidence or other geologic condition in the immediate vicinity of the Property that would have a material adverse effect on Buyer’s acquisition of the Property. Further, Seller has no actual knowledge of any report prepared by any

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 575 of 953 11 governmental agency relating to such geologic conditions as to the Property or the proximate area around the Property.

6.1.8 Maintenance of the Property: Except as provided in other provisions hereof dealing with destruction, damage or loss, Seller shall maintain the Property until the Close of Escrow in its present condition, ordinary wear and tear excepted.

6.1.9 Changes in Agreements: Prior to Close of Escrow, Seller will not violate or modify, orally or in writing, any existing lease or other agreement, or create any new leases or other agreements affecting the Property without Buyer’s prior written consent.

6.1.10 Possessory Rights: Seller warrants that no one will, at the Close of Escrow, have any right to possession of the Property, except as disclosed by this Agreement, or otherwise in writing to Buyer.

6.1.11 Mechanics’ Liens: To Seller’s actual knowledge there are no unsatisfied mechanic’s or materialman’s lien rights concerning the Property.

6.1.12 Actions: To the best of Seller’s knowledge, no actions suits, or proceedings are pending or threatened before any governmental department, commission, board, bureau, agency, court, or instrumentality that would affect the Property or the right to occupy or utilize the Property, which has not been disclosed to Buyer.

6.1.13 Notice of Changes: Seller will promptly notify Buyer in writing of any material change affecting the Property that becomes known to Seller prior to the Close of Escrow.

The material truth and accuracy of the foregoing representations and warranties shall be a condition of Buyer’s obligations hereunder. At least five (5) calendar days prior to the Close of Escrow, Seller shall notify Buyer of any facts or circumstances which are contrary to the foregoing representations and warranties.

ARTICLE VII
BUYER’S REPRESENTATIONS AND WARRANTIES

7.1 Buyer’s Representations and Warranties. Buyer hereby represents, warrants, and covenants to Seller as of the date of this Agreement, and upon the Close of Escrow, as follows:

7.1.1 Authority: Buyer is a municipal corporation and has the full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by this Agreement. The persons signing this Agreement and any documents and instruments in connection herewith on behalf of Buyer have full power and authority to do so.

7.1.2 Bankruptcy: There are no attachments, assignments for the benefit of

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 576 of 953 12 creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Buyer or filed by Buyer, or to the best of Buyer’s knowledge, pending in any current judicial or administrative proceeding against Buyer.

7.1.3 Ratification: This Agreement is subject to the approval by the City Council of the City of Indio. In the event the City Council fails to approve this Agreement, there shall be no liability on the part of the Buyer and this Agreement shall be of no force and effect.

The material truth and accuracy of the foregoing representations and warranties shall be a condition of Seller’s obligations hereunder. At least five (5) calendar days prior to the Close of Escrow, Buyer shall notify Seller of any facts or circumstances which are contrary to the foregoing representations and warranties.

ARTICLE VIII

DEFAULT AND TERMINATION

8.1 Default. A party shall be deemed in default hereunder if it fails to meet, comply with, or perform any covenant, agreement, or obligation on its part required within the time limits and in the manner required in this Agreement for any reason other than a default by the other party hereunder or termination of this Agreement prior to Close of Escrow.

8.2 Opportunity to Cure. No act, failure to act, event or circumstance which might be deemed to be a default by either party shall be deemed to be a default under any of the provisions of this Agreement, unless and until, notice thereof is first given by the non-defaulting party to the party alleged to be in default and said party fails to cure the alleged default within fifteen (15) calendar days in the case of a non-monetary default, or five (5) calendar days in the case of a monetary default.

8.3 Termination upon Default. After notice and an opportunity to cure, if the defaulting party fails to cure the default, the non-defaulting party may terminate this acquisition by giving written notice to the defaulting party and the Escrow Holder. Upon receipt of the notice to terminate, the Escrow Holder shall immediately cancel the Escrow and return all money and/or documents to the respective party.

8.4 Buyer’s Termination. If Buyer exercises its rights under this Agreement to terminate this acquisition, Buyer shall provide written notice to the Seller and Escrow Holder.

Upon receipt of said notice, Escrow Holder shall immediately cancel the Escrow and return all money and/or documents to the respective party. Upon receipt of said notice, Escrow Holder shall immediately cancel the Escrow and return all money and/or documents to the respective party.

8.5 Seller’s Termination. Seller may not terminate or rescind this Agreement unless such termination or rescission is in writing to Buyer, and Buyer has in writing agreed to such termination or rescission, which agreement shall not be unreasonably withheld and may not be

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 577 of 953 13 withheld in the case of Buyer’s breach of its obligation to timely close the transactions contemplated under this Agreement.

ARTICLE IX

MUTUAL AGREEMENTS

9.1 Studies. Seller hereby authorizes Buyer, its agents, employees, contractors, and representatives, at Buyer’s sole cost and expense, to conduct such necessary cultural, environmental phase I, lead base paint and asbestos studies as Buyer may require. In connection with such studies, Seller hereby grants to Buyer, its agents, employees, contractors, and representatives, a right of entry as more specifically set forth in Section 4.1 above.

9.2 CEQA Compliance. Buyer and Seller understand, acknowledge, and agree that Buyer’s future use of the Property is conditioned upon compliance with the California Environmental Quality Act (“CEQA”). (14 Cal. Code Regs. §15004(b)(2)(A))

9.3 Soil Inspection. Subject to Section 4.1, Buyer shall have the right to obtain a soil test report concerning the Property. Said report shall be obtained at Buyer’s discretion and expense. Buyer shall indemnify and hold Seller harmless from any liability arising from Buyer’s soils investigation and keep the property free from any liens, including mechanics liens, arising from persons or agents authorized to perform such soils investigation on behalf of Buyer.

9.4 Abandonment of Personal Property. Unless special arrangements have been made by the parties, any personal property left on the Property at the Close of Escrow shall be deemed abandoned and the property of the Buyer. Seller shall reimburse Buyer upon receipt from Buyer of an invoice evidencing the cost of said removal, less any offsets, if any. Seller agrees that Buyer may dispose of the personal property without notice to the Seller and without sale at a public auction. Seller expressly waives the requirements of California Civil Code Section 1980, et seq., relating to the disposition of personal property remaining on the premises at the termination of a tenancy, and to the extent applicable, the provisions of California Code of Civil Procedure Section 1174.

9.5 Other Agreements Affecting Property. Seller and Buyer have made this Agreement upon the belief that there are no other agreements except this Agreement which will affect the Property beyond the Close of Escrow. If Seller determines that such agreements exist which are not revealed herein, Seller shall provide Buyer with a copy immediately upon Seller’s learning of its existence. Buyer may thereafter, prior to the Close of Escrow, either terminate this acquisition or modify the offered Purchase Price. After Close of Escrow, Seller shall be liable to Buyer for any damage or expense including reasonable attorney’s fees and costs incurred by Buyer by reason of such undisclosed agreements.

ARTICLE X

HAZARDOUS SUBSTANCES

10.1 Hazardous Substances Disclosure. The Property is subject to a disclosure as designated under Section 25359.7 of the Health and Safety Code, whereby Sellers are required to disclose if there are any hazardous substances, as defined in Health and Safety Code Section 25316, et seq., located on or beneath the property or adjacent thereto. It is understood and agreed

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 578 of 953 14 between Buyer and Seller that closing of this Escrow is subject to and contingent upon receipt and approval of a written disclosure by Buyer. Said review and approval will not be unreasonably withheld or delayed by Buyer.

10.2 Hazardous Substances. Seller represents and warrants that it does not have actual knowledge of the existence or prior existence of any hazardous substances on the Property. In addition, Seller has no actual knowledge of the existence or prior existence of any above or below ground storage tank or tanks on the Property.

10.3 Hazardous Substance Conditions Report. Buyer has obtained a Hazardous Substance Conditions report(s) or other environmental studies concerning the Property and relevant adjoining properties. Such report(s) has been obtained at Buyer’s discretion and expense. Seller has no knowledge of any hazardous substance condition report that was prepared by any other person or entity including any governmental agency.

10.4 Hazardous Substance Defined. A “Hazardous Substance” for purposes of this Agreement shall mean and refer to any (a) hazardous or toxic wastes, materials or substances or chemicals and other pollutants or contaminants which are or become regulated by applicable local, state, regional and/or federal orders, ordinances, statutes, rules, regulations (as interpreted by judicial and administrative decisions) and laws, (b) asbestos, asbestos-containing materials or urea formaldehyde, (c) polychlorinated biphenyls, (d) flammable, explosive, corrosive or radioactive materials, (e) medical waste and biochemical, (f) gasoline, diesel, petroleum or petroleum by-products, (g) lead-based paint or (h) any substance set forth in Health and Safety Code Section 25316, et seq., or whose nature and/or quality of existence, use, manufacture or effect, render it subject to federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A “Hazardous Substance Condition” for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property or a Hazardous Substance that would or could require remediation and/or removal under applicable federal, state or local law.

10.5 Hazardous Substances Indemnity. Seller expressly agrees, but expressly subject to the limitation set forth in Section 6.2 of this Agreement, to indemnify, defend, and hold Buyer, and its respective officials, officers, employees, agents, successors and assigns, harmless from and against any claim, action, liability, loss, damage, entry, judgment, order, lien, encumbrance, and costs and expenses that, foreseeable or unforeseeably, directly or indirectly, arises from, or is in any way related to, the existence, release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the Property of any Hazardous Substances. For the purposes of this section, “costs and expenses” include, but are not limited to, the cost of any necessary, ordered, adjudicated, or otherwise required remediation or removal of Hazardous Substances, any cost of repair of improvements on the Property or adjacent property necessitated by or related to the remediation or removal of Hazardous Substances, the cost of any tests, samples, studies, investigations, or other preparation reasonably undertaken in preparation or furtherance of remediation or removal of Hazardous Substances, and the cost of preparing plans for the remediation or removal of Hazardous Substances. Notwithstanding the foregoing, Seller expressly agrees to, at its sole expense, and with legal counsel of Buyer’s choice, defend the Buyer and its respective officials, officers, employees, agents, successors and assigns in any

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 579 of 953 15 action in which the Buyer or its respective officials, officers, employees, agents, successors and assigns become or may become involved as a result of the existence, release, treatment, use, generation, transportation, storage, or disposal in, on, under to, or from the Property of any Hazardous Substances. Seller’s obligations under this section shall survive the Close of Escrow.

ARTICLE XI

MISCELLANEOUS

11.1 Exhibits. All Exhibits attached hereto are a part of this Agreement for all purposes and are incorporated herein.

11.2 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned by any party without the prior written consent of the other party.

11.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller and Buyer, and their respective successors, heirs, agents and permitted assigns.

11.4 Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

11.5 Number and Gender of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

11.6 Governing Law and Venue. The laws of the State of California shall govern the validity, construction, enforcement, and interpretation of this Agreement. All claims, disputes and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall be decided by proceedings instituted and litigated in the state court in the County of Riverside, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.

11.7 Amendments. This Agreement may be amended or supplemented only by written documents signed by the parties.

11.8 Notices. All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States or certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express for overnight delivery, duly addressed to the parties as follows:

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 580 of 953 16 To Seller: 45151 Oasis LLC
74399 Highway 111 Suite D
Palm Desert, CA 92260
Attention: Adam Gilbert
To Buyer: City of Indio
100 Civic Center Drive
Indio, CA 92201
Attention: City Clerk
Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier’s records as the date of delivery or as the date of first attempted delivery, if sent by mail or courier service. Any party may change its address for purposes of this Section by giving notice to the other party and to Escrow Holder as herein provided.

11.9 Entirety. This Agreement embodies the entire agreement between the parties and supersedes all prior written or oral agreements and understandings, if any, between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein.

11.10 Severability. If any of the provisions of this Agreement, or its application to any party or circumstance, is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible to make such provision legal, valid, and enforceable.

11.11 Further Acts. In addition to the acts and deeds recited herein and contemplated and performed, executed and/or delivered by Sellers and Buyer, Sellers and Buyer agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Close of Escrow or after the Close of Escrow any and all such further acts, deeds, and assurances as may be necessary to consummate the transactions contemplated herein.

11.12 Construction. No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having the opportunity to consult legal counsel, having fully participated in the negotiation of this Agreement.

11.13 Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to each and every provision of this Agreement.

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 581 of 953 17 11.14 Waiver of Covenants, Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded.

11.15 Nondiscrimination. The parties shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical or mental disability, medical conditions, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, genetic information, gender, gender identity, gender expression, sex, sexual orientation, or military or veterans status in connection with the performance of this Agreement. The parties further agree to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.

11.16 Date of Agreement. The date of the Agreement as used in this Agreement shall refer to the date this Agreement is signed and approved by the governing body of Buyer, as first set forth above. It is understood and agreed that no employee, officer or director(s) of Buyer has any authority to bind the Buyer, which is a public entity, except upon prior approval by the governing body of Buyer.

11.17 Counterparts. This Agreement may be executed in a number of identical counterparts. If so executed, each of such counterparts shall, collectively, constitute one original agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

11.18 Agreement Not to Lease. Seller agrees not to rent, lease, license or allow any person to take possession of the Property or any portion of the Property or building or structure located thereon, other than those parties that may be residing in the Property as of the Effective Date.

11.19 Enforcement of Agreement by Buyer. It is agreed that the rights granted to Buyer by Seller hereunder are of a special and unique kind and character, and that, if there is a breach by Seller of any material provision of this Agreement, Buyer would not have any adequate remedy at law. It is expressly agreed, therefore, that Buyer’s rights hereunder may be enforced by an action for specific performance and such other equitable or legal relief as is provided under the laws of the State of California.

11.20 Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

11.21 Attorneys’ Fees. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 582 of 953 18 awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys’ fees and reasonable fees of expert witnesses.

11.22 Interpretation and Construction. The parties acknowledge that, in connection with negotiating and executing the Agreement, each has had its own counsel and advisors and that each has reviewed and participated in the drafting of the Agreement. The fact that the Agreement was prepared by Buyer's counsel as a matter of convenience shall have no import or significance to the construction of the Agreement. Any uncertainty or ambiguity in the Agreement shall not be construed against Buyer because Buyer's counsel prepared the Agreement in its final form. Any rule of construction that requires any ambiguities to be interpreted against the drafter shall not be employed in the interpretation of: (i) the Agreement; (ii) any exhibits or addenda to the Agreement; or (iii) any document drafted or delivered in connection with the transactions contemplated by the Agreement. Any captions or headings used in the Agreement are for convenience only and do not define or limit the scope of the Agreement.

11.23 Authority to Execute Agreement. Buyer and Seller represent and warrant that the individuals who have signed this Agreement have the legal power, right and authority to enter into this Agreement so as to bind each Party for whom they sign to perform as provided herein.
[SIGNATURES ON FOLLOWING PAGE.]

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 583 of 953 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
“Buyer” “Seller”
CITY OF INDIO 45151 Oasis LLC, a California Limited
Liability Company
By: ______________________________ By: ______________________________ Jonathan Nicks Adam Gilbert
City Manager Owner
Attested to:

By: ______________________________
Sabdi Sanchez
Director of City Clerk Services
Approved as to form:

By: ______________________________
Steven G. Pacifico
City Attorney

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 584 of 953 EXHIBIT “A”

LEGAL DESCRIPTION
The land referred to herein is situated in the State of CALIFORNIA, County of RIVERSIDE, and described as follows:

POR LOT 19 BLK O AND LOTS 17 & 18 BLK O MB 010/051 KING & NARRAMORES ADD TO INDIO Lot 17 Block O SubdivisionName KING & NARRAMORES ADD TO INDIO LotType Lot RecMapType Map Book MapPlatB 010 MapPlatP 051 PortionLot Portion Lot 18 LotType Lot Lot 19 LotType Lot
Assessor's Parcel Number: 611-164-006
LOT 16 BLK O MB 010/051 KING & NARRAMORES ADD TO INDIO Lot 16 Block O SubdivisionName KING & NARRAMORES ADD TO INDIO LotType Lot RecMapType Map Book MapPlatB 010 MapPlatP 051
Accessor’s Parcel Number: 611-164-017
LOT 6 BLK O MB 010/051 KING & NARRAMORES ADD TO INDIO Lot 6 Block O SubdivisionName KING & NARRAMORES ADD TO INDIO LotType Lot RecMapType Map Book MapPlatB 010 MapPlatP 051
Accessor’s Parcel Number: 611-164-007

Authorization to Negotiate and Execute a Purchase and Sale Agreement wit... Page 585 of 953 City of Indio
City Council
August 19, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Subject: Professional Services Agreement with Palms to Pines Printing and Promotional Products for branded promotional merchandise, outreach giveaways, apparel, and related services in the amount not to exceed $200,000.

RECOMMENDATION:

Staff recommends that the City Council approve the Professional Services Agreement between the City of Indio and Palms to Pines Printing and Promotional Products, in an amount not to exceed $200,000, for branded promotional merchandise, outreach giveaways, apparel, and related services, and authorize the City Manager or designee to execute the agreement and any related documents necessary to implement the agreement.

SUMMARY:

Staff recommends that the City Council approve a Professional Services Agreement between the City of Indio and Palms to Pines Printing and Promotional Products in an amount not to exceed $200,000, for City brand(s) including Indio Water, The Lights at Indio Golf Course, Indio Teen Center, etc., for branded promotional merchandise, outreach giveaways, apparel, and related services. After evaluating and working with various promotional product, printing, and apparel vendors over several years, both locally and nationally, Palms to Pines Printing and Promotional Products has consistently demonstrated exceptional customer service, strong product quality, reliable execution, and, importantly, a thorough understanding of the City of Indio’s established brand standards. Maintaining consistency in the City’s brand identity across departments, programs, events, and public-facing materials is essential to protecting and strengthening the City’s brand.

Palms to Pines has demonstrated an ability to accurately reproduce and apply City-approved logos, colors, typography, artwork, and other brand elements across a wide variety of products and materials while working closely with staff to ensure items meet City standards prior to production.

Palms to Pines Printing and Promotional Products will provide the City with comprehensive printing, branded merchandise, apparel, and promotional product services on an as-needed basis. Services may include the sourcing and production of branded apparel and uniforms; promotional products and giveaways; bags and totes; drinkware; awards and recognition items; event and outreach materials; banners, signage, displays, table coverings, decals, stickers, and other printed collateral; and custom merchandise. Services will also include product sourcing and recommendations, artwork setup and review, digital and/or physical proofs, screen printing, embroidery, engraving, specialty printing and decoration, production coordination, quality control, packaging, fulfillment, delivery, and expedited production when available. A key component of these services will be ensuring that all City-branded products and materials adhere to the City of Indio’s approved brand standards. Palms to Pines will coordinate with City staff on artwork, product selection, placement, AGENDA ITEM #9.14
Professional Services Agreement with Palms to Pines Printing and Promoti... Page 586 of 953 sizing, color reproduction, and production specifications and will obtain appropriate approval prior to final production. Their familiarity with the City’s brand and expectations reduces the risk of inconsistent logo usage, incorrect colors, poor-quality reproduction, and other deviations that can diminish the City’s visual identity.

BACKGROUND INFORMATION:

The City of Indio regularly purchases branded apparel, promotional merchandise, community outreach items, event giveaways, employee items, and other materials used to represent the City throughout the community and beyond. These materials serve not only a functional purpose, but also play an important role in communicating a consistent and professional City identity, and promoting important City initiatives and outreach programs.

Over a period of several years, staff has evaluated and worked with multiple promotional merchandise vendors both locally and nationally in an effort to identify a provider that could consistently meet the City’s needs. Considerations have included product selection and quality, responsiveness, turnaround times, accessibility, knowledge of branding standards, ability to assist with creative product development, and overall customer service.

Palms to Pines Printing and Promotional Products has consistently distinguished itself in these areas. The company has developed a strong working knowledge of the City’s branding and understands that City-branded merchandise is an extension of the City’s public image. Their team works collaboratively with staff to recommend products and applications that complement the City’s brand, outreach efforts and community events.

Palms to Pines Printing and Promotional Products also provides a high level of personalized service. Representatives are readily available to meet with City staff in person to discuss upcoming projects, review samples, evaluate product options, troubleshoot issues, and identify solutions within project timelines and budgets. This accessibility has helped staff streamline the ordering and design process while ensuring that final products meet City expectations.

As a local business, Palms to Pines Printing and Promotional Products offers the additional benefit of proximity and familiarity with the Indio community. Establishing a Professional Services Agreement will provide a formal mechanism for the City to continue utilizing Palms to Pines Printing and Promotional Products for branded merchandise and related services and will support greater consistency across departments and all City brands, programs, events, and outreach initiatives.

Based on these operational, quality, and branding considerations, staff has determined that Palms to Pines Printing and Promotional Products meets the criteria for Limited Availability / Sole Source procurement as authorized under Indio Municipal Code § 33.116(4)(b).

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$200,000 In current year budget: Yes
Current FY General
Fund Impact:
$200,000 Budget adjustment: No
Next FY Financial
Impact:

Strategic Objective: Economic Opportunity
Source of funds: General Fund Fund-Org-Object
Reference:
1011174-531042

Professional Services Agreement with Palms to Pines Printing and Promoti... Page 587 of 953 ATTACHMENTS:

Attachment 1 - PROFESSIONAL SERVICES AGREEMENT PALMS TO PINES PRINTING

AND PROMOTIONAL PRODUCTS
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 11 Aug 2026 Ruby D. Walla, Director of Finance Approved - 12 Aug 2026 Steven Graham Pacifico, City Attorney Approved - 13 Aug 2026 Jonathan Nicks, City Manager Approved - 13 Aug 2026

Professional Services Agreement with Palms to Pines Printing and Promoti... Page 588 of 953 PROFESSIONAL SERVICES AGREEMENT*

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND
FREDERICK A. ARMSTRONG, A SOLE
PROPRIETOR DOING BUSINESS AS “PALMS TO

PINES PRINTING AND PROMOTIONAL
PRODUCTS”
Form Approved January 7, 2025

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PROFESSIONAL SERVICES AGREEMENT

FOR PROMOTIONAL ITEMS AND MERCHANDISE SERVICES TO

BETWEEN THE CITY OF INDIO AND PALMS TO PINES PRINTING AND

PROMOTIONAL PRODUCTS
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 20TH day of August, 2026 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation organized as a general law city and Palms to Pines Printing and Promotional Products, a sole proprietorship (“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 Promotional Items and Merchandise Services pertaining to branded promotional merchandise, outreach giveaways, apparel, and related products.

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 August 20, 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 $200,000, 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, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

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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 control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant

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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 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

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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.
(e)Consultant has completed the Levine Act statement attached as Exhibit E.

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(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 right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

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(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.

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,

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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.

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.

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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.
(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.

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(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 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.

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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: Palms to Pines Printing and Promotional
Products
Attn: Fred Armstrong
cc: [email protected]
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

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

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

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments

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that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Indio Municipal Code.

SECTION 27. BINDING EFFECT.

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

SECTION 28. AMENDMENT.

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

SECTION 29. WAIVER.

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

SECTION 30. LAW TO GOVERN; VENUE.

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

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

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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.
(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.

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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:

Fred Armstrong
Its: Owner
Attachments:

Exhibit A- Scope of Services
Exhibit B- Compensation

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Attachments - Continued
Exhibit C- Insurance (Addendums 1-3)
Exhibit D- Conflict of Interest Form
Exhibit E- Levine Act Statement
Exhibit F- Request for Proposal (if used)
Exhibit G- Consultant’s Proposal (if used)

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Exhibits
EXHIBIT “A”

SCOPE OF SERVICES
The Contractor shall provide promotional products, branded merchandise, printing, and related services on an as-needed basis, which may include, but are not limited to:
• Promotional products and branded giveaways
• Custom apparel, including shirts, polos, jackets, hats, and other garments • Employee and event apparel
• Bags, totes, backpacks, and reusable shopping bags
• Drinkware, including tumblers, water bottles, mugs, and cups • Pens, pencils, notebooks, journals, and writing accessories • Awards, recognition items, plaques, and commemorative products • Event giveaways and promotional merchandise
• Custom products for City programs, campaigns, special events, and initiatives
• Banners, displays, table coverings, flags, and event signage • Decals, stickers, labels, and specialty printed materials • Custom imprinting, screen printing, embroidery, engraving, sublimation, and other decoration methods
• Other related promotional product, printing, branding, and fulfillment services as requested by the City

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Exhibits
EXHIBIT “B”

COMPENSATION
Not to exceed $200,000.00

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

Consultant shall provide the following scope and limits of insurance:

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

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

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

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

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

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

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

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

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

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

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

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

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

In the alternative, Agency may cancel this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ADDENDUM “2"

FEDERAL FUNDS

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ADDENDUM “3"
BONDS

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EXHIBIT “D”

CONFLICT OF INTEREST FORM

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

A. In accomplishing the scope of services of this Agreement, all officers, employees, and/or agents of Consultant will be performing a specialized function (subject to review and approval of the City Council), and therefore, is unlikely to have a conflict of interest arise. No disclosures are required of any officers, employees, and/or agents of Consultant. Consultants duties are as follows:

Promotional Items and Merchandise Services
____________________________
Jonathan Nicks, City Manager
____________________________
Fred Armstrong, Owner
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
____________________________
Fred Armstrong, Owner

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Exhibits
EXHIBIT “E”

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

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

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

Glenn Miller
Elaine Holmes
Oscar Ortiz
Waymond Ferrmon
Ben Guitron IV

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

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

DATE Fred Armstrong, Owner
Palms to Pines Printing and Promotional Products

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City Council
August 19, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Brian Tully, Chief of Police
Subject: Review and file 2025 Annual Military Equipment Report in compliance with Assembly Bill 481 (Government Code Sections 7070 through 7075) RECOMMENDATION:

Review and file 2025 Annual Military Equipment Report in compliance with Assembly Bill 481 (Government Code Sections 7070 through 7075)
SUMMARY:

In compliance with Assembly Bill 481 (Government Code Sections 7070-7075), Indio City Ordinance 1776, and Indio Police Department Policy 708, the Indio Police Department has prepared an Annual Military Equipment Report for 2025.

BACKGROUND INFORMATION:

On September 30, 2021, California Governor Gavin Newson approved Assembly Bill 481, which requires law enforcement agencies to seek approval by their governing body to acquire items defined in this section as “military equipment”. Furthermore, this section requires law enforcement agencies to submit an annual report of military equipment.

Pursuant to AB 481, law enforcement agencies, including the Indio Police Department (IPD), are now required to present an Annual Military Equipment Report (Attachment 1) to their governing body, Indio City Council, for review and approval. This report shall address a summary of how any military equipment was used, any complaints or concerns received regarding the military equipment, the results of any internal audits, any information about violations of the military equipment use policy, any actions taken in response, the total annual cost for each military equipment item, quantity possessed for each type of military equipment, and any intent to acquire additional military equipment in the next year. The police department is seeking approval of this report by Indio City Council. Furthermore, the Indio Police Department will be holding a community meeting within the next 30 days to address any questions or concerns from the community regarding the military equipment.

This staff report also contains the approved IPD Military Equipment list (Attachment 2) and Indio Police Department Policy #708 (Attachment 3) from 2025.

ALTERNATIVES:

N/A
AGENDA ITEM #9.15
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2025 - IPD Military Equipment Annual Report
IPD Military Equipment List-2025
IPD Policy 708 - 2025
APPROVAL(S):

Brian Tully, Chief of Police Approved - 30 Jul 2026
Ruby D. Walla, Director of Finance Approved - 04 Aug 2026 Steven Graham Pacifico, City Attorney Approved - 13 Aug 2026 Jonathan Nicks, City Manager Approved - 13 Aug 2026

Review and file 2025 Annual Military Equipment Report in compliance with... Page 621 of 953 Military Equipment
2025 Annual Use Report

Review and file 2025 Annual Military Equipment Report in compliance with... Page 622 of 953 2 Mission, Vision, Values, Motto 3
Executive Summary 4
Introduction 6
Outreach and Community Engagement 7
Summary of Military Equipment Usage 8
Planned Military Equipment Requests for 2026 /
2027 18
Conclusion 21
Attachments
IPD Policy, Military Equipment Description/Cost

Review and file 2025 Annual Military Equipment Report in compliance with... Page 623 of 953 3

Review and file 2025 Annual Military Equipment Report in compliance with... Page 624 of 953 4 On September 30, 2021, the Governor of California approved Assembly Bill 481, requiring law enforcement agencies to obtain approval from the applicable governing body (Mayor and City Council), by adopting a military equipment use policy. The Indio Police Department is required to seek City Council approval of their Military Equipment Use Policy at a regular open meeting prior to taking certain actions relating to the funding, acquisition, and use of military equipment.

It is important to note that “military equipment” is now a defined term under state law, and it does not necessarily mean that IPD acquired or purchased its equipment from the military.

Nor does it mean that the equipment we have is of the type used by the military. None of the equipment listed in the inventory was obtained from the military but rather was purchased from law enforcement vendors. For example, military equipment as defined by state law includes IPD foundational equipment such as patrol rifles, and some of our less lethal tools. Rifles, for example, allow peace officers to address lethal threats from a greater distance and with greater precision.

Other items that are now considered “military equipment” include, but are not limited to, unmanned aerial or ground vehicles, armored vehicles, command and control vehicles, pepper balls, less lethal 40mm projectile launchers, and flashbangs. This equipment, now deemed to be “military equipment” by AB 481, is used as a component of overall best practices for law enforcement agencies throughout the country, including IPD, to specifically reduce risk to community members. These items provide peace officers with the ability to safely resolve volatile situations which otherwise might rise to the level of a lethal force encounter. These tools have been tested in the field and are used to enhance citizen safety and officer safety. The loss of these items would jeopardize the welfare of citizens and peace officers within the City of Indio.

Assembly Bill 481 requires the governing body to approve the funding, acquisition, and use of military equipment within its jurisdiction, only if it determines that the military equipment meets specified standards. The Military Equipment Use Policy is subject to City Council review to determine whether the standards set forth in Assembly Bill 481 have been met, based upon an Annual Military Equipment Use Report.

Executive Summary

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Assembly Bill 481 requires publication of the Military Equipment Use Policy and the Annual Military Equipment Use Report on the Department’s website.

Assembly Bill 481
California Government Code Section 7072 states the following:

A. A law enforcement agency that receives approval for a military equipment use policy pursuant to Section 7071 shall submit to the governing body an annual military equipment report for each type of military equipment approved by the governing body within one year of approval, and annually thereafter for as long as the military equipment is available for use. The law enforcement agency shall also make each annual military equipment report required by this section publicly available on its internet website for as long as the military equipment is available for use. The annual military equipment report shall, at a minimum, include the following information for the immediately preceding calendar year for each type of military equipment:

1. A summary of how the military equipment was used and the purpose of its use.

2. A summary of any complaints or concerns received concerning the military equipment.

3. The results of any internal audits, any information about violations of the military equipment use policy, and any actions taken in response.

4. The total annual cost for each type of military equipment, including acquisition, personnel, training, transportation, maintenance, storage, upgrade, and other ongoing costs, and from what source funds will be provided for the military equipment in the calendar year following submission of the annual military equipment report.

5. The quantity possessed for each type of military equipment.

6. If the law enforcement agency intents to acquire additional military equipment in the next year, the quantity sought for each type of military equipment.

B. Within 30 days of submitting and publicly releasing an annual military equipment report pursuant to this section, the law enforcement agency shall hold at least one well publicized and conveniently located community engagement meeting, at which the general public may discuss and ask questions regarding the annual military equipment report and the law enforcement agency’s funding, acquisition, or use of military equipment.

Review and file 2025 Annual Military Equipment Report in compliance with... Page 626 of 953 6 The Indio Police Department and Desert Regional SWAT Team possess and employ a wide variety of equipment to assist in safely achieving the furtherance of its mission. While the inventory of military equipment varies, the mere possession of the equipment does not warrant its use for every incident.

The Indio Police Department recognizes that critical incidents are unpredictable and can be very dynamic in nature. A variety of equipment options can greatly assist incident commanders, officers, and specific units in bringing those incidents to a swift resolution, in a safe manner. The use of military equipment is restricted to certain instances and in some cases only by certain units. The use of the Department’s military equipment is continuously evaluated and the use of such equipment by department personnel is influenced by the totality of the circumstances, public safety, officer safety, civil rights, state law, and information available at the time of use.

It is incumbent upon incident commanders, supervisors, individual officers, and specific units to recognize the particular circumstances wherein military equipment should be employed to enhance the safety of the public and officers, and to bring a critical incident to a safe resolution.

This Annual Military Equipment Use Report outlines a summary of our military equipment usage guidelines, inventory, fiscal impact, complaints, and reported concerns for calendar year 2025.

Introduction

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The Indio Police Department is committed to improving the trust and confidence between the Department and the community it serves. As the Department strives to enhance community relationships and continues to be a progressive leader amongst law enforcement agencies nationwide, we want to ensure the public has access to the way its Police Department operates and engages with the public. The Indio Police Department regularly utilizes select military equipment, including Armored Vehicles, Mobile Incident Command Post, Robots, and Shields, during outreach and community events, as a means of public awareness, transparency and education. Military equipment may also be displayed during community events as a means of providing a safe environment for the public to enjoy all of the great festivals, events, and amenities the City of Indio has to offer.

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Robots were operationally deployed a total of three (3) times from January 1, 2025, through December 31, 2025. Zero (0) of these incidents were in the City of Indio.

Authorized usages:
• Support of SWAT and Patrol during high risk, tactical, or other public safety life preservation missions to include:
• Opening doors to clear buildings for public safety and life preservation missions. • Provide interior visual assessments of structures or outdoor areas to gain intelligence prior to officers entering a dwelling or contacting a potentially armed, or resistive subject that may be hiding.
• Delivery of items (i.e., CNT phone) during critical incidents to engage in de-escalation and/or crisis-intervention techniques in an attempt to resolve incidents peacefully. • Community events for engagements and developing public trust.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• Annual maintenance and battery replacement cost is approximately $600. (Battery replaced at 3-4 years.) Maintenance is paid for by Palm Springs Police Department.

Inventory:
• One (1) ICOR Technology Mini-Caliber Robot
Military Equipment Usage

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Armored Vehicles
The Bear and the BearCat were deployed a total of two (2) times for tactical operations in the City of Indio from January 1, 2025, through December 31, 2025, during Regional SWAT Operations. There were nine (9) additional deployments of the armored vehicles to the Coachella / Stagecoach Concerts as an Emergency Response Vehicle.

Authorized usages:
• Support of SWAT and Patrol during critical incidents by providing a greater safety to community members and officers beyond the protection level of a shield and/or personal body armor.
• Community events for engagement and developing public trust.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• Annual maintenance is paid for by Palm Springs Police Department.

Inventory:
• One (1) Lenco BEAR
• One (1) Lenco BEARCAT

Review and file 2025 Annual Military Equipment Report in compliance with... Page 630 of 953 10 Mobile Incident Command Vehicle and Crisis Negotiation Team Vehicle The Mobile Incident Command Vehicle is not currently operationally and did not deploy from January 1, 2025, through December 31, 2025.

Authorized usages:
• Utilized as a command post for critical incidents during complex events. • Natural disaster (i.e., mutual aid for large scale fires or flooding). • Other large scale events (i.e., concerts, festivals, etc.) in preparation of a critical incident.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• This vehicle has had several mechanical issues and is no longer being used.

Inventory:
• One (1) 1997 Fleetwood RV
Military Equipment Usage

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Vehicles with Breaching or Entry Apparatus
A Breaching / Entry Apparatus is affixed to the Lenco Bear armored vehicle and deployed along with the Bear. The apparatus device itself was operationally deployed a total of zero (0) times from January 1, 2025, through December 31, 2025.

Authorized usages:
• Support of SWAT and Patrol during critical incidents by providing a greater safety to community members and officers beyond the protection level of a shield and/or personal body armor.
• The attachable boom can be used for breaching structures or ramming objects, and has the ability to deploy gas.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy form January 1, 2025, through December 31, 2025.

Annual Cost:
• Annual maintenance is paid for by Palm Springs Police Department.

Inventory:
• One (1) Breaching / Entry / Gas deployment apparatus affixed to the Lenco BEAR armored vehicle.

Review and file 2025 Annual Military Equipment Report in compliance with... Page 632 of 953 12 Assault Weapons Defined Under PC 30510 & PC 30515 and Munitions Assault Weapons were utilized a total of zero (0) times from January 1, 2025, through December 31, 2025.

Authorized usages:
• In accordance with California Penal Code Section 835a and IPD Policy 300 (Use of Force).

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• There were no new rifles purchased in 2025.
• All rifles in our inventory have a life span between 10 - 15 years. • Annual maintenance is between $0 - $50.00 per rifle.
• In 2025, IPD purchased a total of $42,223.50 for ammunition in calibers of 5.56/.223 and .308.

The ammunition was used for California POST mandated training, department qualifications, advanced officer training, SWAT training, and duty use. This was paid for by existing police budget.

Inventory:
• Fifty-three (53) American Defense Manufacturing AR-15, 5.56 Caliber Rifles. • Fifteen (15) Sionics Patrol SBR, 5.56 Caliber Rifles. • Fifteen (15) Colt M-4, .223 Caliber Rifles.
• Twelve (12) Bushmaster M-4, .223 Caliber Rifles.
• One (1) LWRC International MK-12, 5.56 Caliber Rifle. • Two (2) Remington 700 .308 Bolt Rifles.
• One (1) Accuracy International .308 Precision Bolt Rifle. • Thirty two thousand, two hundred (32,200) Winchester .223 55-grain rounds (Range) • Three thousand (3,000) Black Hills 5.56 77-grain rounds (Designated Marksman) • Two hundred (200) Hornady 5.56 53-grain rounds (Patrol Duty Ammunition) • Two hundred (200) Hornady SBR 5.56 75-grain rounds (SWAT Duty Ammunition) • Two thousand, two hundred (2,200) Black Hills .308 168-grain ELDM rounds (Sniper Cadre) • Sixty (60) Hornady .308 Winchester 180-grain Nosler Accubond rounds (Sniper Cadre) Military Equipment Usage

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Explosive breaching tools were operationally deployed a total of zero (0) times from January 1, 2025, through December 31, 2025.

Authorized usages:
• Explosive breaching tools are used to breach fortified structures to establish a point of entry. • To reduce the time in mitigating a hardened structure increasing officer safety and the element of surprise.
• To facilitate expedient access to hostages in peril.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• There were no new purchases of explosive breaching tools in 2025. There is no additional maintenance cost for this equipment, however after 5 years, the rounds need to be replaced. • There were no additional training costs in 2025.

Inventory:
• Two (2) Royal Arms Remington 870 Shotguns.
• Sixteen (16) Royal Arms Tesar-2 Black Cap Copper Frangible Breaching Rounds. • Five (5) Royal Arms TESCR-3 Green Cap Clayvon Frangible Breaching Rounds. • Five (5) Royal Arms FB-82H 12-Gauge Flash Bang Hard Breaching Rounds.

Military Equipment Usage

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NFDD’s were operationally deployed a total of three (3) times from January 1, 2025, through December 31, 2025. One (1) of these incidents was in the City of Indio. The NFDD was used as a distraction to apprehend an aggressive and violent subject. Any other NFDD’s were used in specific training or certification schools.

Authorized usages:
• Support SWAT during call outs and high-risk warrant services. • To minimize risk to all parties through the temporary distraction or disorientation of armed and violent suspects.
• The effects of the NFDD reduce a suspect’s reactionary capabilities and allow for momentary disorientation which creates a tactical advantage.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• There were no new purchases of noise flash diversionary devices in 2025. • NFDD’s have a life span of 5 years.
• There is no annual maintenance cost for NFDD’s.

Inventory:
• Thirty-five (35) Combined Tactical Systems, Mini Flash-Bangs. • One (1) Combined Tactical Systems, 3-bang Flash-Bang. • One (1) Combined Tactical Systems, 6-bang Flash-Bang. • One (1) Combined Tactical Systems, 9-bang Flash-Bang.

Military Equipment Usage

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Chemical Agents and Smoke Canisters
Chemical agents and smoke canisters were operationally deployed a total of zero (0) times from January 1, 2025, through December 31, 2025.

Authorized usages:
• Safely address an individual who displays self-destructive, dangerous, or combative behavior. • Circumstances to gain a tactical advantage during critical incidents or high-risk entries where public safety and/or officer safety is at risk.
• Potentially vicious animal (i.e., an aggressive animal trying to harm member(s) of the community or an officer.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• There were no new purchases or additional training costs of chemical agents in 2025. There is no additional maintenance cost for this equipment, however needs to be replaced after 5 years.

Inventory:
• Eighteen (18) Combined Tactical Systems, CS Baffled Canister Grenade, Pyro, Low Flame. • Twelve (12) Combined Tactical Systems, Riot CS Smoke. • Twenty-four (24) Combined Tactical Systems, White Smoke. • Twenty-four (24) Combined Tactical Systems, 40mm CS Powder Barricade Penetrating Rounds.
• Thirty-one (31) Combined Tactical Systems, Riot Control Continuous CS Smoke Discharge Grenade.
• Eight (8) Combined Tactical Systems, Military Style SAF-Smoke CN / CS Grenade. • Eight (8) Combined Tactical Systems, Pocket Tactical Grenade—SAF-Smoke. • Six (6) Combined Tactical Systems, Pocket Tactical CS Smoke Grenade. • Twelve (12) Combined Tactical Systems, 37mm CS Ferret Rounds • Seventeen (17) Sabre Red, Phantom Aerosol Grenade-OC.

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40mm Projectile Launchers were utilized a total of zero (0) time from January 1, 2025, through December 31, 2025.

Authorized usages:
• Safely address an individual who displays self-destructive, dangerous, or combative behavior. • In circumstances to gain a tactical advantage during critical incidents or high-risk entries where public safety and/or officer safety is at risk.
• Potentially vicious animal (i.e., an aggressive animal trying to harm member(s) of the community or an officer).

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost:
• There were no new purchases of 40mm projectile launchers or munitions in 2025. • 40mm Launcher life span is 20 years, and 40mm munitions life span is 5 years. • Annual maintenance for the launchers is between $0 - $50.00 per unit.

Inventory:
• Twenty-six (26) Defense Technology 40mm Single Shot Launchers. • Four (4) Penn Arms 40mm Pump Multi-Launchers.
• Two hundred twenty-seven (227) Defense Technology 40mm Direct Impact Sponge Rounds. • Eighty (80) Defense Technology 40mm Direct Impact OC Rounds. • Twenty-six (26) Defense Technology 40mm Direct Impact Marking Rounds. • Three (3) Defense Technology 40mm Direct Impact Inert Rounds.

Military Equipment Usage

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Authorized Usages:
• Conduct aerial searches for Missing Persons.
• Collection of evidence in the form of aerial photography / video in support of an investigation (i.e., traffic scenes, shooting scenes, homicide scenes). • Provide the ability to monitor rapidly evolving reports of at-large persons suspected of serious criminal offenses or individual threatening violent behavior before potentially dangerous face-to-face contact is required.
• Provide aerial observation to assist in managing natural disasters (i.e., fires, floods, storms). • Community events for engagement and developing public trust.

Unauthorized usages:
• There have been zero (0) reported violations of the military equipment use policy from January 1, 2025, through December 31, 2025.

Annual Cost and Maintenance:
• Annual software, programming, and maintenance estimated cost—$9,757.32 Inventory:
• One (1) Axon Air, DJI Mavic 3 Thermal SP Plus
• Two (2) Axon Air, DJI Mavic 3 Enterprise SP Plus
• Two (2) Axon Air DJI Mavic Mini 2
Life Span:
• Estimated Life Span is 3 –5 years.

Military Equipment Usage

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The Indio Police Department is scheduled to seek Indio City Council approval to purchase fourteen (14) Unmanned Aircraft Systems (UAS), also known as Drones. In compliance with AB 481, IPD will request City Council approval for the purchase at a regularly scheduled City Council meeting.

Authorized Usages:
• Conduct aerial searches for Missing Persons.
• Collection of evidence in the form of aerial photography / video in support of an investigation (i.e., traffic scenes, shooting scenes, homicide scenes). • Provide the ability to monitor rapidly evolving reports of at-large persons suspected of serious criminal offenses or individual threatening violent behavior before potentially dangerous face-to-face contact is required.
• Provide aerial observation to assist in managing natural disasters (i.e., fires, floods, storms). • Community events for engagement and developing public trust.

Anticipated Cost and Annual Maintenance:
• Five (5) DJI Mini 5 Pro Fly More Combo Plus —$6,295.00 • Five (5) DJI Avata 360 8K Fly More Plus —$4,945.00
• Three (3) DJI Matrice 4 Thermal Combo—$22,200.00
• One (1) DJI Matrice 4TD and Dock 3 - Acquired for $1 based on a law enforcement services agreement. Total purchase price $27,851.63, City / Department cost $1.00 • Annual software, programming, and maintenance estimated cost—$2,964.00 Life Span:
• Estimated Life Span is 3 –5 years.

Planned Military Equipment Requests for 2026

Review and file 2025 Annual Military Equipment Report in compliance with... Page 639 of 953 19 Planned Requests of Military Equipment for 2026 / 2027 The Indio Police Department is scheduled to seek Indio City Council approval to purchase one (1) Lenco Bearcat G3 Armored Rescue Vehicle. In compliance with AB 481, IPD will request City Council approval for the purchase at a regularly scheduled City Council meeting.

Authorized Usages:
• Support of SWAT and Patrol during critical incidents by providing a greater safety to community members and officers beyond the protection level of a shield and/or personal body armor. • Use in service of high risk search warrants, barricaded subjects, hostage situations, active shooter incidents, and other SWAT response operations.
• Provide ballistic protection for police officers who must remain in close proximity to a dangerous and/or hazardous threat / area.
• Response to natural disasters (i.e., fires, floods, storms) to safely evacuate civilians, support first responders, and navigate hazardous terrain.
• Community events for engagement and developing public trust.

Anticipated Cost and Annual Maintenance:
• One (1) Lenco Bearcat G3 —$422,934.18, which includes tax, delivery, and $10,000 project contingency.
• Service and maintenance to be performed by Indio City Yards Department.

Life Span:
• Estimated Life Span is 20 –25 years.

Planned Military Equipment Requests for 2026

Review and file 2025 Annual Military Equipment Report in compliance with... Page 640 of 953 20 Planned Requests of Military Equipment for 2026 / 2027 The Indio Police Department is scheduled to seek Indio City Council approval to purchase one (1) Mobile Command Post / Vehicle. In compliance with AB 481, IPD will request City Council approval for the purchase at a regularly scheduled City Council meeting.

Authorized Usages:
• Centralized Command & Control: Acts as a secure, mobile hub for incident commanders to direct operations, coordinate resources, and maintain situational awareness. • Critical incident command post for situations such as natural disasters, large-scale public events, search & rescue, and crime scene management.
• Enhanced Communication: Equipped with advanced radio, satellite, and data systems to ensure interoperable communication between law enforcement, fire, EMS, and other agencies. • Community events for engagement and developing public trust.

Anticipated Cost and Annual Maintenance:
• One (1) Mobile Command Post / Vehicle—2025 Morgan Olson Route Star • Partially grant-funded under Transportation Electrification Advancement for Municipalities (TEAM) Program
• Total purchase price $793,823.88, City / Department cost $396,911.94 • Service and maintenance to be performed by Indio City Yards Department.

Life Span:
• Estimated Life Span is 25 –30 years.

Planned Military Equipment Requests for 2026

Review and file 2025 Annual Military Equipment Report in compliance with... Page 641 of 953 21 The acquisition and use of military equipment in our community may impact the public’s safety and welfare. The public has a right to know about any funding, acquisition, or use of military equipment by local government officials, as well as a right to participate in the local government’s decision to fund, acquire, or use such equipment. When making decisions regarding how military equipment is funded, acquired, or used, the Indio Police Department gives strong consideration to the public’s welfare, safety, civil rights, and civil liberties.

In a continued effort for greater transparency, the Indio Police Department places high regard to meaningful public input in the use of military equipment in our community, in an effort to increase the safety of the public. Any member of the public can submit a question or concern regarding military equipment use by contacting Lieutenant Erik Longoria at [email protected]. The Department will strive to provide a timely response to the community’s questions and concerns regarding the use of military equipment.

Any member of the public can submit a complaint to any member of the Department and in any form (i.e., in person, telephone, email, etc.). Once the complaint is received, it should be routed to a supervisor for proper documentation and investigation, in accordance with Indio Police Department Policy #1020 (Personnel Complaints).

Attachments
• Indio Police Department Policy #708—Military Equipment • Military Equipment Description and Cost
Conclusion

Review and file 2025 Annual Military Equipment Report in compliance with... Page 642 of 953 A. MILITARY USE EQUIPMENT

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

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2. Armored Vehicles: Commercially produced wheeled armored personnel vehicle utilized for lawenforcement purposes. (Desert Regional SWAT Asset. Both armored vehicles are owned and maintained by the Palm Springs Police Department).
a. Description, quantity, capabilities, and purchase cost i. LENCO BEARCAT, cost: $300,000, quantity: 1. The Lenco BearCat is an armored vehicle that seats 10-12 personnel with an open floor plan that allows for the rescue of downed personnel. It can stop various projectiles, which provides greater safety to citizens and officers beyond the protection level of shield and personal body armor.
ii. LENCO BEAR, cost: $600,000, quantity: 1. The Lenco BEAR, is an armored vehicle that seats 16-18 personnel with an open floor plan that allows for the rescue of downed
personnel. The Bear has increased ground clearance and a robust suspension which allows for an emergency response to almost any situation. It can stop various projectiles, which provides greater safety to citizens and officers beyond the protection level of shield and personal body armor. The Lenco BEAR features a heavy-duty hydraulic RAM mounted to the front of the vehicle. The removable RAM raises and lowers with interior controls and is capable of breaching doors, concrete barriers, and moving other large items. The RAM is a multi-purpose tool, which can also be equipped with a 360- degree camera system and a delivery system for non-lethal munitions.
b. Purpose
To be used in response to critical incidents to enhance officer and community safety, improve scene containment and
stabilization, and assist in resolving critical incidents. c. Authorized Use
The use of armored vehicles shall only be authorized by a watch commander or SWAT commander, based on the specific
circumstances of a given critical incident. Armored vehicles shall be used only by officers trained in their deployment and in a manner consistentwith Department policy and training.
d. Expected Lifespan
Lenco BearCat and BEAR, 25 years.
e. Fiscal Impact
None. Maintenance is handled through the City of Palm Springs. f. Training
All drivers/operators shall attend formalized instruction and be trained in vehicle operations and practical driving instruction.

BEAR drivers are required to obtain a Class B driver's license prior to use.
g. Legal and Procedural Rules
It is the policy of the Department to utilize armored vehicles only

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3. 40 MM Launchers and Rounds: 40MM Launchers are utilized by department personnel as a less-lethal tool to launch impact rounds. a. Description, quantity, capabilities, and purchase cost i. DEFENSE TECHNOLOGY, 40MM SINGLE SHOT LAUNCHER,
#1425, cost: $1000, quantity: 26. The 40MM Single Launcher is a tactical single-shot launcher that features an expandable ROGERS Super Stoc™ and an adjustable Integrated Front
Grip (IFG) with light rail. It will fire standard 40mm lesslethal ammunition, up to 4.8 inches in cartridge length. ii. PENN ARMS, 40MM PUMP MULTI-LAUNCHER, #P540-1, cost:
$3,000, quantity: 4. Penn Arms 40MM launchers are
manufactured using 4140 hardened steel, 6061-T6 mil-spec anodized aluminum and DuPont super tough glass-filled
nylon. These launchers are lightweight, versatile and used worldwide by police and corrections officers. It will fire standard 40mm less-lethal ammunition, up to 4.8 inches in cartridge length.
iii. DEFENSE TECHNOLOGY, 40MM EXACT IMPACT SPONGE,
#6325, cost: $29, quantity: 98. The eXact IMpact 40mm
Sponge Round is a point-of-aim, point-of-impact direct-fire round. This lightweight, high-speed projectile consisting of a plastic body and sponge nose that is spin-stabilized via the incorporated rifling collar and the 40mm launcher's rifled barrel. The round utilizes smokeless powder as the
propellant, and, therefore, has velocities that are extremely consistent. Used for Crowd Control, Patrol, and Tactical Applications.
iv. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT OC, #6320,
cost: $30, quantity:

80. The 40mm Direct Impact® munition is a point-of-aim, point-of-impact direct-fire round. An excellent solution whether you need to incapacitate a single subject or control a crowd. When loaded with OC powder, the Direct Impact

Review and file 2025 Annual Military Equipment Report in compliance with... Page 645 of 953 combines blunt trauma with the effects of an irritant powder, maximizing the potential for incapacitation. NOTE: The
current 40mm OC munitions inventory is expired and is being retained in a secure location for training use only.
v. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT MARKING,
#6326, cost: $30, quantity: 26. The 40mm Direct Impact® munition is a point-of-aim, point-of-impact direct-fire round.

An excellent solution whether you need to incapacitate a single subject or control a crowd. When loaded with a green marking agent, the Direct Impact can be used to indicate the aggressor in a crowd or riot situation to the team on the ground. NOTE: The current 40mm marking munitions
inventory is expired and is being retained in a secure
location for training use only.
vi. DEFENSE TECHNOLOGY, 40MM DIRECT IMPACT INERT,
#6323, cost: $30, quantity: 3. The 40mm Direct Impact®
munition is a point-of-aim, point-of-impact direct-fire round.

An excellent solution whether you need to incapacitate a single subject or control a crowd. The black-nosed inert munition is a great option for training. NOTE: The current 40mm inert munitions inventory is expired and is being
retained in a secure location for training use only.
b. Purpose
To limit the escalation of conflict where employment of lethal force is prohibited orundesirable.
c. Authorized Use
Situations for use of the less lethal weapon systems may include, but are not limited to:
i. Self-destructive, dangerous and/or combative individuals. ii. Riot/crowd control and civil unrest incidents.
iii. Circumstances where a tactical advantage can be obtained. iv. Potentially vicious animals.
v. Training exercises or approved demonstrations.
d. Expected Lifespan
Defense Technology #1425 40mm Single Launcher- 20 years.

Penn Arms #P540-1 40mm Multi-Launcher- 25 years.

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

Defense Technology #6326 Direct Impact
Marking- 5 years.

Defense Technology #6323 Direct
Impact Inert- 5 years.
e. Fiscal Impact
Annual maintenance is approximately $50 for each launcher.

Review and file 2025 Annual Military Equipment Report in compliance with... Page 646 of 953 Munitions need to be replaced at end of life (5-years) or as needed upon use.
f. Training
Sworn members utilizing 40MM less-lethal chemical agents or impact rounds are trained in their use by POST-certified less lethal and chemical agent instructors.
g. Legal and Procedural Rules
Use is established under IPD Policy Section 308.6 and 308.9. It is the policy of the IPD to utilize the 40mm only for official law enforcement purposes, and pursuant to State and Federal law, including those regarding the use of force.

4. Combined Systems LC5 40MM Launching Cup: Cup that attaches to 12 gauge less-lethal shotguns which allow officers to launch canisters of chemical agents or smoke.
a. Description, quantity, capabilities, and purchase cost COMBINED SYSTEMS LC5 40MM LAUNCHING CUP, cost: $315,
quantity: 2. The LC5 Launching Cups are designed for the 5200 series grenades. The cups can be attachedto virtually any 12ga shotgun and the munition is launched with the Combined Systems model 2600 launching cartridge.
b. Purpose
To limit the escalation of conflict where employment of lethal force is prohibited orundesirable.
c. Authorized Use
Situations for use of the less-lethal weapon systems may include, but are not limited to:
i. Self-destructive, dangerous and/or combative individuals. ii. Riot/crowd control and civil unrest incidents.

Review and file 2025 Annual Military Equipment Report in compliance with... Page 647 of 953 iii. Circumstances where a tactical advantage can be obtained. iv. Potentially vicious animals.
v. Training exercises or approved demonstrations.
d. Expected Lifespan
Combined Systems LC5 40MM Launching Cup- 25 years
e. Fiscal Impact
No annual maintenance. However, replacement costs to maintain an adequate supply.
f. Training
Officers utilizing the launching cups are trained by POSTcertified chemical agentinstructors. g. Legal and Procedural Rules
Use is established under IPD Policy Section 308..6. It is the policy of the IPD to utilize the 40mm launching cups to deliver chemical agents and/or smoke only for official law enforcement purposes, and pursuant to State and Federal law, including those regarding the use of force.

5. Distraction Devices: A device used to distract dangerous persons. a. Description, quantity, capabilities, and purchase cost i. COMBINED TACTICAL SYSTEMS, 7290M MINI FLASH-BANG,
cost: $42, quantity: 35. The CTS 7290M Mini Flash-Bang is the newest generation in the evolution of the Flash-Bang.

The Flash-Bang exhibits all of the same attributes as its larger counterpart but in a smaller and lighter package.

Weighing in at just 15 ounces the new 7290M is
approximately 30% lighter than the 7290 but still has the same 175db output of the 7290 and produces 6-8 million
candela of light. The patented design of the 7290M,
incorporates a porting system that eliminates movement of the body at detonation even if the top or bottom of the device should be in contact with a hard surface. In addition, internal adjustments have greatly reduced smoke output. ii. COMBINED TACTICAL SYSTEMS, 7290-3 FLASH-BANG cost
$109, quantity: 1. Anon-bursting, non-fragmenting multibang device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other highrisk arrest situations. iii. COMBINED TACTICAL SYSTEMS, 7290-6 FLASH-BANG, cost $135, quantity: 1. Anon-bursting, non-fragmenting multibang device that produces a thunderous bang with an intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other highrisk arrest situations. iv. COMBINED TACTICAL SYSTEMS, 7290-9 FLASH-BANG, cost
$146, quantity: 1. Anon-bursting, non-fragmenting multiPage 29 of 46 AGENDA ITEM #9.15 Review and file 2025 Annual Military Equipment Report in compliance with... Page 648 of 953 bang device that produces a thunderous bang with an
intense bright light. Ideal for distracting dangerous suspects during assaults, hostage rescue, room entry or other highrisk arrest situations. b. Purpose
A distraction device is ideal for distracting dangerous suspects during assaults, hostagerescue, room entry or other high-risk arrest situations. To produce atmospheric over-pressure and brilliant white light and, as a result, can cause short-term (6-8 seconds) physiological/psychological sensory deprivation to give officers a tactical advantage. Can also be used as an option when confronted by vicious animals.
c. Authorized Use
Diversionary Devices shall only be used:
i. By officers who have been trained in their proper use. ii. During barricaded subject and/or hostage situations. iii. During high-risk warrant services.
iv. When discouraging dangerous animals from attacking
v. During riotous situations or to restore or maintain order during civil disturbances.
vi. Circumstances wherein distraction of violent and/or emotionally disturbed persons and/or those under the
influence of alcohol/drugs is believed necessary to facilitate apprehension/custody.
vii. Situations wherein the Incident Commander or on-scene Supervisor deems their use necessary to safely resolve the incident.
viii. During training exercises.
d. Expected Lifespan
All of the above-listed distraction devices are single-use and expire after five years.
e. Fiscal Impact
No annual maintenance. However, replacement costs to maintain an adequate supply.
f. Training
Prior to use, officers must attend divisionary device training that is conducted by POST-certified instructors.
g. Legal and Procedural Rules
Use is established under IPD Policy Section 415. It is the policy of the IPD to utilize diversiondevices only for official law enforcement purposes, and pursuant to State and Federal law regarding the use of force.

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6. Rifles: Guns that are fired from shoulder level, having a longer, grooved barrel intended to makebullets spin and thereby have greater accuracy over a long distance.
a. Description, quantity, capabilities, and purchase cost i. AMERICAN DEFENSE MANUFACTURING AR-15, 5.56 CALIBER
RIFLE, MODEL UIC MOD1, cost: $1,200, quantity: 53. Built on a billet aluminum, fully ambidextrous upper and lower receiver set, the ADM UIC MOD 1 is the Law Enforcement
Duty Carbine of the UIC line. Barrel lengths vary and include

11.5”, 14.5”, and 16” barrels. This is the standard AR-15 style rifle issued to officers and utilized by law enforcement agencies nationwide.
ii. SIONICS PATROL THREE SBR, 5.56 CALIBER RIFLE, cost:
$1,186, quantity: 15. The Sionics Patrol Three SBR is a precesion-built AR-15 that has been trusted by law
enforcement professionals for years. It is built with
durability and performance in mind, and it comes standard with updgraded premium options. This rifle is issued to SWAT operators assigned to the Desert Regional SWAT Team and the folding stock version to backpack rifle teams during special event deployment.
iii. COLT M-4, .223 CALIBER RIFLE, MODEL LE6946CQB, cost:
$1,400, quantity: 12. The LE6946CQB has a patented onepiece monolithic upper receiver incorporates a continuous Mil-Spec rail from the rear of the upper receiver to the front sight. This feature affords unmatched repeatability for mounting optical systems, not found with separate
handguard rail systems. Designed with accuracy in mind, its true free-floating barrel provides the enhanced accuracy necessary for long-range acquisition capability. This selectfire rifle is issued to SWAT operators assigned to the Desert Regional SWAT Team.

Review and file 2025 Annual Military Equipment Report in compliance with... Page 650 of 953 iv. BUSHMASTER M-4, .223 CALIBER RIFLE, MODEL XM15-E25, cost: $1,100, quantity: 11. One of Bushmaster’s most
popular rifles, the Patrolman’s Carbine is equipped with a 16” M4 Barrel, with a chrome-lined bore and chamber. The A2 birdcage-type flash hider was built to control muzzle flash, and the six-position telestock allows for quick and lightweight handling. This model also includes an A3 removable carry handle with 1/2 MOA elevation and 1/2 MOA windage
adjustments. This is the standard AR-15 style rifle issued to officers and utilized by law enforcement agencies nationwide. v. LWRC INTERNATIONAL MK12- 5.56mm cost: $2,500,
quantity: 1. The Mk12 is equipped with an 18" Barrel, This firearm is gas-operated with a rotating bolt, along with a Surefire muzzle brake. It is equipped with a LaRue/Harris bipod (Quick-detach) & Surefire MINI suppressor and
Geissele trigger. The rifle has a Magpul stock with a mediumrange mission-specific optic. This rifle is primarily used in an overwatch capacity or during a SWAT callout to protect the community during large events. (City Parades, Music
Festivals, SWAT. deployments).
vi. REMINGTON .308 CALIBER RIFLE, MODEL 700, cost: $3,500, quantity 2. The Model 700 is a highly maneuverable member of the family. It's built for tack-driving accuracy with a 26" heavy-contour tactical-style barrel. It includes a bolt carrier group that reduces overall recoil and impulse and is easy to maintain and operate in all weather conditions. The rifle is equipped with a LaRue/Harris bipod, surplus sling, and a Leopold long-range scope. This rifle is primarily used in an overwatch capacity to protect the community during large events and during SWAT deployments.
vii. ACCURACY INTERNATIONAL .308 CALIBER RIFLE, cost
$7,000, quantity 1. 28” barrel. The AI .308 caliber rifle is a precision sniper rifle. It is a highly accurate and durable rifle that is easy to maintain and operate in all weather conditions.

The AI features a Bolt-Connection System that dramatically increases the connection surface area between the barrel and upper receiver for increased stability, accuracy and
consistency, traditionally only found in high-end bolt action rifles. The rifle is equipped with a LaRue/Harris bipod, sling, and long-range scope. This rifle is primarily used in an overwatch capacity to protect the community during large events and during SWAT deployments. NOTE: This rifle is owned by the Palm Springs Police Department. However, it is currently being utilized by an Indio Police officer assigned to Desert Regional SWAT.
b. Purpose
To be used as precision weapons to address a threat with more precision and/or greaterdistances than a handgun, if present

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c. Authorized Use
Only members that are POST certified are authorized to use a rifle. d. Lifespan
American Defense Manufacturing rifles- 15 years.

Colt M-4 rifles- 10 years.

Bushmaster rifles- 15 years.

LWRC International rifles- 10 years.

Remington 700 rifles- 10 years.

Accuracy International rifle- 10 years.
e. Fiscal Impact
Annual maintenance is approximately $50 for each rifle. f. Training
Prior to using a rifle, officers must be certified by POST instructors in the operation of the rifle.Additionally, all members that operate any rifle are required to pass a range qualification annually. Additional qualifications are in place for those assigned to Desert Regional SWAT.
g. Legal and Procedural Rules
Use is established under IPD Policy Sections 300, 312 and 409. It is the policy of the IPD to utilize rifles only for official law enforcement purposes, and pursuant to State and Federal law regarding the use of force.

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

The Baffled Grenade provides the option of delivering a pyrotechnic chemical device indoors, maximizing the
chemicals’ effectiveness via heat and vaporization while minimizing or negating the chance of fire to the structure. ii. COMBINED TACTICAL SYSTEMS, RIOT CS SMOKE, #5230,

Review and file 2025 Annual Military Equipment Report in compliance with... Page 652 of 953 cost: $34, quantity: 12. Large diameter burning grenade that discharges a high volume of smoke and chemical agent
through multiple emission ports. Specifically for outdoor use and should not be deployed on rooftops, in crawl spaces or indoors due to potential fire hazards. Can be hand thrown or launched. Discharge duration can reach up to 40 seconds. iii. COMBINED TACTICAL SYSTEMS, WHITE SMOKE, #6210,
cost: $32, quantity: 24. White outdoor smoke grenades are used for obscuring tactical movement and signaling or
marking a landing zone.
iv. COMBINED SYSTEMS, 40MM CS POWDER BARRICADE
PENETRATING ROUND, #4431, cost: $25, quantity: 24.

This round is a spin-stabilized, 4.1” long, CS powder-filled projectile that penetrates intermediate barriers and delivers irritant agents into an adjacent room. Effectiveness is dependent upon the type of weapon, angle of impact,
environmental conditions, and the type of the intermediate barrier. The greatest probability for penetration occurs when the projectile impacts 90° perpendicular to the intermediate barrier. General usage in tactical situations involves
intermediate barriers, such as single pane exterior windows, vehicle windows, pressed wood particle doors, 1-2 layers of wallboard, and interior hollow core doors. In a tactical deployment situation, the 40mm barricade penetrating
round is primarily used to dislodge barricaded subjects from confined areas. Its purpose is to minimize the risks to all parties through pain compliance, temporary discomfort
and/or incapacitation of potentially violent or dangerous subjects.
v. DEFENSE TECHNOLOGY, RIOT CONTROL CONTINUOUS
DISCHARGE GRENADE, CS, #1082, cost: $29, quantity: 31.

The Riot Control CS Grenade is designed specifically for outdoor use in crowd control situations with a high volume continuous burn that expels its payload in approximately 20- 40 seconds through fourgas ports located on the top of the canister. This grenade can be used to conceal tactical
movement or to direct the route of a crowd. The volume of smoke and agent is vast and obtrusive. This launchable
grenade is 6.0 in. by 2.35 in. and holds approximately 2.7 oz. of active agent. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
vi. DEFENSE TECHNOLOGY, MILITARY STYLE SAF-SMOKE
GRENADE, # 1063, cost $26, quantity: 8. The Saf-Smoke™
Grenade was designed for training, but may also be used in operations. The Saf-Smoke Grenade offers the same
approximate burn times as the Spede-Heat™ Grenade in

Review and file 2025 Annual Military Equipment Report in compliance with... Page 653 of 953 CN or CS and the Riot Control Grenade in CN or CS. The
similar burn times may make it the appropriate choice for training or simulation deployment of chemical agent
canisters. The Saf-Smoke formulation is considered to be less toxic than Hexachloroethane (HC) smoke. The SafSmoke Grenade emits a very white smoke. NOTE: The current inventory of this item is expired and is being
retained in a secure location for training use only.
vii. DEFENSE TECHNOLOGY, POCKET TACTICAL GRENADE - SAFSMOKE, #1017, cost $28, quantity: 8. The Pocket Tactical Saf-Smoke™ Grenade is small and lightweight. TheSafSmoke™ will burn for approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. This is a launchable grenade; however, it is
normally used as a signaling or covering device. Though it is slightly over four inches in length, it produces a smoke cloud so fast it appears to be an enveloping screen produced by a full-size tactical grenade. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
viii. DEFENSE TECHNOLOGY, POCKET TACTICAL GRENADE - CS, #1016, cost:
$24, quantity: 6. The Pocket Tactical CS Grenade is small and lightweight. The 0.9 oz. of active agent will burn
approximately 20-40 seconds. At 4.75 in. by 1.4 inches in size, it easily fits in most tactical pouches. This is a launchable grenade; however, it is normally used as a
signaling or covering device. Though this device is slightly over four inches in length, it produces a smoke cloud so fast it appears to be an enveloping screen produced by a full-size tactical grenade. NOTE: The current inventory of this item is expired and is being retained in a secure location for training use only.
ix. DEFENSE TECHNOLOGY, 37MM FERRET - CS, #1162, cost:
$38, quantity: 12. The Ferret® 37 mm CS Round is a
frangible projectile filled with chemical agent. Upon
impacting the barrier, the nose cone ruptures and
instantaneously delivers the .16 oz. agent payload inside a structure. These munitions are 4.8 in. by 1.5 in. and travels at 650fps within an effective range of 50 yards. NOTE: The current inventory of this item is expired and is being
retained in a secure location for training use only.
x. SABRE RED, PHANTOM AEROSOL GRENADE - OC, #AGPTM-40 (MK-5), cost: $13, quantity: 17. The SABRE Red

1.33% MC, 3.6 oz., MK-5 PHANTOM Evaporating Fog
Delivery Aerosol Grenade empties in fourteen (14) seconds filling an area of 22,000 cubic feet in 60 seconds.

PHANTOM’s evaporating fog delivery is more debilitating