Indio City Council
October 7, 2026

Amendment 15 to the Professional Services Agreement with T.Y. Lin Intern... Page 139 of 883 Manhour Worksheet
COMPANY: SCOPE OF WORK: DATE:

LSA Continued Construction Monitoring and Burrowing Owl Monitoring PROJECT: MILESTONE/PHASE/PROJECT SUMMARY:

Avenue 44 Low Water Crossing Replacement Post Final Plans, Specifications, and Estimates (PS&E) Services Personnel: PIC PM PIC-Bio Assoc Bio Bio Sr. GIS
Graphics GIS Graphics Word Processor Sr. Geologist
Task No. DESCRIPTION Billing Rate: $0.00 $56 $45 $81 $56 $22 $54 $32 $38 $43 Total Hours Amount 1 Burrowing Owl Surveys and Monitoring $ -
7 weekly visits - 55 55 110 $ 4,266
7 weekly email reports to the client 8 8 16 $ 620
1 technical memo 4 20 20 8 2 3 57 $ 2,486
Comment #1 Client 4 4 2 1 11 $ 456
Comment #2 Agencies 4 4 1 1 10 $ 402
Coordination 10 10 $ 556
2 - $ -
Burrowing Owl Mitigation and Monitoring Plan Update - $ - Update Plan 2 12 6 3 3 26 $ 1,363
Comment #1 Client 3 1 1 5 $ 259
3 Comment #2 Agencies 3 1 1 $ 259
$ -
Construction Monitoring $ -
Daily Monitoring 85 85 $ 6,593
Daily Reporting 5 5 10 $ 388
Monitoring Report 3 15 15 8 4 3 48 $ 2,081
4 - $ -
- $ -
- $ -
- $ -
-
Subtotals:

TOTALS - - 9 224 196 27 9 13 - 303 19,728

Amendment 15 to the Professional Services Agreement with T.Y. Lin Intern... Page 140 of 883 Project Number Phase Name Budget (Total Contract) Remaining 0TYL2103.0000 01 Phase 2.1: Bat Roosting Habitat Plan Pre $4,556.46 17.65 0TYL2103.0000 02 Phase 2.2: Burrowing Owl Habitat Assessm $5,977.87 11.90 0TYL2103.0000 03 Phase 2.3: Habitat Mitigation and Monito $9,877.29 12.13 0TYL2103.0000 04 Phase 3.1 Burrowing Owl Mitigation and o $8,587.15 7.26 0TYL2103.0000 05 Phase 3.2 Bat Roosting Habitat Plan Impl $3,278.21 2892.24 0TYL2103.0000 06 Phase 3.3 Burrowing Owl Surveys $8,494.32 2.77 0TYL2103.0000 07 Phase 3.4 Pre-Construction Nesting Surve $4,805.98 192.82 0TYL2103.0000 08 Phase 3.5 Construction Monitoring and WE $79,547.92 20.76 0TYL2103.0000 09 Phase 3.6 Project Completion Report $7,085.51 7085.51 0TYL2103.0000 10 Phase 3.7 PM/Meetings $4,651.49 4.70
0TYL2103.0000 11 3.8 Pre-Exclusion Monitoring and Focused $14,817.00 88.22 0TYL2103.0000 12 3.9 One-Way Door Installation and Monito $29,219.00 232.34 0TYL2103.0000 13 3.10 Burrow Excavation $14,235.00 1998.23 0TYL2103.0000 14 3.11 Post -Exclusion Monitoring and Rep $14,556.00 9903.83 0TYL2103.0000 15 3.12 Post Construction Monitoring $104,474.00 2258.34 0TYL2103.0000 16 3.Z Phase III Reimbursables $15,896.00 3839.04 0TYL2103.0000 17 Task 6: Regulatory Permit Amendments $25,294.00 35.07 0TYL2103.0000 Z Reimbursables $8,713.75 4.57
Total Remaining 28607.38
LSA Remaining Budget Details

Amendment 15 to the Professional Services Agreement with T.Y. Lin Intern... Page 141 of 883 City of Indio
City Council
October 7, 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: Approve a Commercial Lease Agreement with Oasis Place LLC, doing business as The Place, for City-Owned Property Located at 45145 Oasis Street and Authorize the City Manager to Execute the Agreement RECOMMENDATION:

Staff recommends that the City Council approve the Commercial Lease Agreement between the City of Indio and Oasis Place LLC, a California limited liability company, doing business as The Place, for 45145 Oasis Street, substantially in the form of Attachment 1, and authorize the City Manager to execute the Agreement following City Attorney approval as to form.

SUMMARY:

Staff received a proposal from Oasis Place LLC to formalize continued operation of The Place at 45145 Oasis Street under the City’s ownership. Staff reports that The Place currently occupies approximately 15,246 square feet and operates as an indoor marketplace providing multi-vendor retail space for local entrepreneurs and small businesses. The proposed Commercial Lease Agreement would establish the terms of Oasis Place LLC’s occupancy from October 8, 2026 through September 30, 2031 and allow the marketplace to continue at its Downtown Indio location.

The contracting tenant is Oasis Place LLC, doing business as The Place. The Agreement requires verification of the LLC’s rights to use the business assets, vendor agreements, and trade name necessary for its operation. It does not resolve disputes among members or transfer rights belonging to nonsigning parties.

The business provides a destination for local entrepreneurs, residents, and visitors and supports continued activity and economic vitality in Downtown Indio. The proposed lease supports the City’s Downtown Destination objective alongside other public and private investment, including the College of the Desert campus expansion and Downtown retail, hospitality, and mixed-use projects. No quantified increase in jobs or sales tax revenue is assumed in the financial projections below.

BACKGROUND INFORMATION:

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

AGENDA ITEM #11.7
Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 142 of 883 In terms of the General Plan, the property on Oasis Street is within the Downtown Specific Plan zoned Downtown Specific Plan (DT-SP) characterized by lively, pedestrian-oriented retail and restaurant uses. Goal ED-7 of the General Plan states that an economic development goal is to have “A City with the destination hospitality, retail, and entertainment opportunities to meet the needs of visitors and residents.” Additional entertainment and hospitality uses will conform to such a goal as part of the City's economic development strategy. Accordingly, the proposed lease is consistent with the General Plan and staff recommends that the City Council find that the lease of the property is in conformance with the General Plan.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
64,000 In current year budget: Yes
Current FY General
Fund Impact:
64,000 Budget adjustment: No
Next FY Financial
Impact:
96,000 Strategic Objective: Downtown Destination
Source of funds: Lease Revenue Fund-Org-Object
Reference:
101-405205
Additional Financial Details:

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

Premises: The building is located at 45145 Oasis Street. The property consists of a one-story building of approximately 15,246 sq. ft.

Permitted Use of Premises: The Premises shall open and be used solely for indoor marketplace that provides multi-vendor retail space and for the sale of goods by local entrepreneurs and small businesses.

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

Rent Commencement Date: November 1, 2026
Rent: The rent shall be $8,000 per calendar month during years 1-2 and increase to $10,000 for years 3-5.

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

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

Prevailing Wages: During the Tenant Improvements, the Tenant shall comply with the prevailing wage laws.

Possessory Interest Taxes and Utilities: Tenant shall be responsible for the payment of all real property taxes on Tenant’s possessory interest and all charges for gas, electricity, telephone

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 143 of 883 service, water, sewer service, trash removal, and other utilities and services furnished to the Property during the Term.

ATTACHMENTS:

Attachment 1 - Indio_Oasis_Place_Lease_FNL
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 30 Sep 2026 Ruby D. Walla, Director of Finance Approved - 30 Sep 2026 Steven Graham Pacifico, City Attorney Approved - 02 Oct 2026 Jonathan Nicks, City Manager Approved - 02 Oct 2026

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 144 of 883 1 CITY OF INDIO COMMERCIAL LEASE AGREEMENT SINGLE-TENANT - 45145

OASIS STREET
This Commercial Lease Agreement (“Lease”), dated the 7th day of October 2026, for reference purposes only, is made by and between the CITY OF INDIO, a California municipal corporation (“Landlord”), and OASIS PLACE LLC, a California limited liability company, doing business as The Place (“Tenant”).

Landlord and Tenant are sometimes referred to in this Lease individually as a “Party”, and collectively as “Parties.”
ARTICLE I PREMISES; EFFECTIVE DATE; TERM; DUE DILIGENCE PERIOD; MONTHLY RENT; DEPOSIT; USE; TENANT IMPROVEMENTS

1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in accordance with the terms and conditions of this Lease, space within a building located at 45145 Oasis Street, approximately located as shown by the shaded area on Exhibit “A” entitled “Premises” (“Premises”).

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

1.3 Term. The lease term shall commence on October 8, 2026 (“Commencement Date”) and shall expire on September 30, 2031 (“Expiration Date”) unless terminated earlier pursuant to provisions herein.

1.4 Due Diligence Period. Intentionally Omitted.

1.5 Monthly Rent. Tenant shall pay to Landlord, commencing on November 1, 2026 the following sums as Monthly Rent. Monthly Rent shall be paid in the manner specified in Section 3.1 of this Lease, entitled “Payment of Rent.” Notwithstanding Section 3.1, no Monthly Rent is due for the period before November 1, 2026; Tenant’s other obligations apply as provided in this Lease.

Years 1-2: November 1, 2026 to October 31, 2028 - $8,000 per month Years 3-5: November 1, 2028 to September 30, 2031 - $10,000 per month

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

1.7 Permitted Use. Tenant agrees to use the Premises for the following purpose(s), and for no other purpose: Indoor marketplace that provides multi-vendor retail space and for the sale of goods by local entrepreneurs and small businesses.

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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 145 of 883 2 written representations or warranties with respect to said matters other than as set forth in this Lease. As required by California Civil Code Section 1938, an ADA Survey has not been conducted by a Certified Access Specialist for the Premises. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, Landlord may not prohibit Tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of Tenant, if requested by Tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

2.2 Delivery of Premises. Landlord agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Tenant by the Commencement Date of this Lease, as specified in Section

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

2.3 Landlord Access. Landlord, and its authorized agents, representatives, and employees, may enter the Premises at any time in case of emergency, and otherwise at reasonable hours, with advanced written notice to: (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, lenders, insurers or tenants; (iii) determine whether Tenant is complying with all its obligations hereunder; (iii) take possession due to any uncured, material breach of this Lease in the manner provided herein; (iv) perform any covenants of Tenant which Tenant fails to perform; and (v) repair, alter, or improve the Premises or any portion of the Premises, and may for such purposes erect, use and maintain scaffolding, pipes, conduits, and other structures in and through the Premises where reasonably required by the nature of the work to be performed; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference with the operation of Tenant’s business as reasonably possible. Tenant hereby waives any claim for damages, including but not limited to interference with business, lost profits, and any other incidental or consequential damages of any sort whatsoever, for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or detainer of the 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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 146 of 883 3 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. Intentionally Omitted.

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 1950.7(c), solely as to the limitations on permissible deductions, 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 clean the Premises. Landlord and Tenant agree that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the act or omissions of Tenant or Tenant's officers, agents, employees, independent contractors, or otherwise.

B. If Tenant faithfully and timely performs every provision of this Lease to be performed by it, the Deposit or balance of the Deposit shall be returned to Tenant within thirty (30) calendar days after Landlord receives possession of the Premises following expiration or earlier termination of this Lease, or sooner if required by applicable law. Landlord may deliver the funds deposited under this Lease by Tenant to the purchaser of the Premises in the event that the Premises is sold, and after such time, Landlord shall have no further liability to Tenant with respect to the Deposit.

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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 147 of 883 4 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 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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 148 of 883 5 Premises or compliance with Environmental Laws. Tenant shall promptly cure and have dismissed with prejudice and of those actions and proceedings to the satisfaction of Landlord. Tenant shall keep the Premises free of any lien imposed pursuant to and Environmental Law.

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

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

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

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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 149 of 883 6 ARTICLE V TAXES AND UTILITIES

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

5.2 Utilities. Tenant shall pay the appropriate suppliers for all water, gas, power, electricity, light, heat, telephone, facsimile, internet, and other utilities and communications services used by Tenant on the Premises during the Term, including the taxes thereon, whether or not the services are billed directly to Tenant. Tenant shall procure, or cause to be procured, without cost to Landlord, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any of the services to and upon the Premises. Landlord, upon request of Tenant, shall at the sole expense and liability of Tenant, join with Tenant in any application required for obtaining and continuing any of the services. To the extent Civil Code Section 1950.9 applies, any recovery by Landlord of building operating costs shall comply with that section. Tenant may inspect supporting documentation of building operating costs upon written request, and Landlord shall provide the documentation and notices required by that section before collecting any such costs.

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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 150 of 883 7 in effect covering (1) all improvements included in the Premises; (ii) Tenant’s trade fixtures, furnishings, equipment, and inventory of merchandise located in the Premises; and (2) all alterations, additions, and changes made in or to the Premises during the term of this Lease at Tenant’s expense, providing protection to the extent of not less than one hundred percent (100%) of the insurable value of all said items against any peril included under insurance industry practices in the jurisdiction of the Premises within the classification “fire and extended coverage,” together with insurance against vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage, if sprinklers are installed, and including “use and occupancy” and/or “business interruption” coverage. Tenant hereby waives any and all rights of recovery against Landlord for any loss occurring to such items on account of fire or other casualty, and the aforesaid policies of insurance shall contain appropriate provision recognizing this release by Tenant and waiving all right of subrogation by the insurance carrier. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the items so insured in the event of loss on account of fire or other casualty.

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

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

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

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, together with the endorsements required to establish additional-insured status, primary and noncontributory coverage, and waivers of subrogation; a certificate alone is insufficient. Each policy shall:

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;

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 151 of 883 8 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 Transfer of Business Assets. Insurance Not Evidence of Ownership. Nothing contained in Article VI shall be construed as transferring to Landlord any ownership interest in Tenant’s inventory, merchandise, trade fixtures, furniture, furnishings, removable display shelving, rolling carts, point-of-sale equipment, computers, equipment, supplies, personal property, business name, trade name, trademarks, branding, goodwill, business records, or other business assets of Tenant. Tenant shall remain responsible for insuring, maintaining, repairing, and, where applicable, replacing such property as required by this Lease. Conversely, nothing in Article VI shall be construed as granting Tenant any ownership interest in the Premises, the buildings, structural components, building systems, utility systems, or permanent alterations, additions, or improvements to the Premises, except as expressly provided in this Lease. The insurance requirements in this Article VI are intended to allocate risk and ensure adequate coverage, and shall not be construed to determine ownership of any property.

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

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

6.7 Waiver and Release. Except to the extent caused by the sole negligence or willful misconduct of Landlord or Landlord’s elected and appointed officials, officers, employees, agents, contractors, successors, or assigns, Tenant waives and releases all claims against Landlord and Landlord’s elected and

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 152 of 883 9 appointed officials, officers, employees, agents, contractors, successors, and assigns for loss, injury, death, or damage, including consequential damages, to persons, property, or Tenant’s business arising from or related to Tenant’s use, occupancy, or operation of the Premises, or from matters for which Landlord has expressly disclaimed liability under this Lease. Without limiting the foregoing, and except to the extent caused by the sole negligence or willful misconduct of Landlord or Landlord’s elected and appointed officials, officers, employees, agents, contractors, successors, or assigns, Landlord shall not be liable for any loss, injury, death, or damage 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; leakage or flow of water; dampness; breakage, leakage, obstruction, or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning, or light fixtures; construction, repair, or alteration of the Premises; acts or omissions of visitors or other third parties; or any other cause beyond Landlord’s reasonable control. Nothing in this Section 6.7 shall limit or modify the mutual waiver of subrogation set forth in Section 6.4, the indemnity obligations set forth in Section 6.6, or any immunities, defenses, or limitations of liability available to Landlord under applicable law. Notwithstanding any contrary provision of this Lease, no waiver or release of liability shall apply to fraud, willful injury, gross negligence, or violation of law to the extent such liability may not lawfully be waived or released.

ARTICLE VII REPAIRS AND MAINTENANCE; ALTERATIONS

7.1 Tenant Obligations. Tenant shall maintain in good condition and repair, the entirety of the Premises (except that portion of Premises to be maintained by Landlord under Section 7.4 below), including the Improvements and all Fixtures, and the HVAC systems, as well as the landscaping and all parking areas (collectively “Premises Systems”). Notwithstanding the foregoing, in case of complete HVAC failure or breakage that is beyond repair as documented by a third-party professional, Landlord and Tenant shall equally pay for the replacement of the HVAC system with Landlord and Tenant each paying fifty percent (50%) of the cost. In such case, Tenant shall obtain at least three bids, with Landlord having final approval of the contractor for such work.

7.2 Alterations. Tenant’s Personal Property and Trade Fixtures. Tenant shall not make any alterations, improvements, additions, or physical modifications in, on, or about the Premises without first obtaining Landlord’s prior written consent, which may be conditioned upon Tenant obtaining all required permits and approvals and complying with all Applicable Laws.

A. For purposes of this Lease, ‘Alterations’ means physical changes to the Premises, including changes to the building, structural components, walls, floors, ceilings, roof, storefront, electrical, plumbing, mechanical, fire/life-safety, utility, or other building systems. ‘Alterations’ shall not include Tenant’s inventory, merchandise, furniture, furnishings, removable display shelving, rolling carts, point-of-sale equipment, computers, equipment, supplies, personal property, business name, trade name, trademarks, branding, goodwill, business records, or other removable business assets of Tenant, provided that such items do not alter or damage the Premises or any building system, and provided further that any anchoring or bolting required for safety, seismic, or code compliance shall be performed in a good and workmanlike manner and subject to any required permits or approvals.

Unless Landlord otherwise agrees in writing, all permanent Alterations, additions, improvements, building systems, fixtures other than Tenant’s trade fixtures shall become Landlord’s property upon installation and shall remain on the Premises at the expiration or earlier termination of this Lease without compensation to Tenant. Tenant shall retain ownership of Tenant’s personal property and trade fixtures and may remove such items before the expiration or earlier termination of this Lease, provided Tenant repairs any damage caused by such removal and restores the affected portions of the Premises to a clean, safe, and good condition, reasonable wear and tear excepted.

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 153 of 883 10 B. Landlord may, by written notice given to Tenant no less than ninety (90) calendar days prior to the expiration of the Term, require Tenant to remove specified Alterations, improvements, additions, or installations made by or for Tenant, and Tenant shall remove such items at Tenant’s sole cost and expense and repair any damage caused by such removal. Any Tenant personal property or trade fixtures not removed by Tenant upon the expiration or earlier termination of this Lease may be treated by Landlord in accordance with applicable law.

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

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

ARTICLE VIII DAMAGE AND DESTRUCTION; CONDEMNATION

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

8.2 Condemnation. If all or any part of the Premises shall be condemned or taken as a result of the exercise of the power of eminent domain, including any conveyance or assignment in lieu of any condemnation or taking, this Lease shall terminate as to the part so taken as of the date of taking, and in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by notice to the other within thirty (30) calendar days after the date of such taking; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Premises. In any event, Landlord shall be entitled to any and all compensation, damages, income, rent, awards and any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the bonus value of any unexpired Term of this Lease or otherwise; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award against the taking entity, specifically for its relocation expenses or for the taking of any personal property or trade fixtures belonging to Tenant, so long as such

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 154 of 883 11 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 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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 155 of 883 12 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.

E. Notwithstanding the foregoing provisions of this Section 9.1, Tenant may permit individual retail vendors to occupy portions of the Premises solely for the marketplace use described in Section 1.7 under written vendor agreements using a form approved in writing by the City Manager as to administration and the City Attorney as to form. Separate consent under Section 9.1 and the fee under Section 9.2 are not required for vendor agreements conforming to that approved form. Each agreement shall be subordinate to this Lease, terminate no later than this Lease, require compliance with applicable laws and permits, and confer no right to recognition or continued occupancy by Landlord. Tenant shall remain in control of the marketplace and fully responsible for all obligations under this Lease and for its vendors’ compliance.

This exception does not permit assignment of this Lease, transfer of the marketplace operation, or vendor rights inconsistent with the approved form.

9.2 Processing Fee. After the Effective Date, Tenant shall pay Landlord an administrative processing fee of One Thousand Dollars ($1,000.00), together with Landlord’s reasonable attorneys’ fees and other reasonable out-of-pocket costs, incurred in connection with Landlord’s review and processing of any Tenant-initiated request for an assignment, sublease, license, concession agreement, change of ownership, mortgage, hypothecation, or other transfer of this Lease or Tenant’s interest in the Premises. This Section shall not apply to the negotiation, clarification, or revision of this Lease prior to its execution by the Parties. A trade-name update complying with Section 9.3 and vendor agreements complying with Section

9.1(E) are not subject to this Section 9.2.

9.3 Tenant Identity and Trade Name. Oasis Place LLC, a California limited liability company, is the Tenant. Any reference to “The Place” or another trade name identifies only the business name under which Tenant operates and does not identify a separate tenant or limit Tenant’s obligations under this Lease. Tenant may adopt or change a trade name upon written notice to the City Manager and delivery of evidence reasonably satisfactory to the City Manager, in consultation with the City Attorney, of Tenant’s right to use the name and compliance with applicable fictitious-business-name, licensing and insurance requirements. The City Manager may acknowledge the update and conform the City’s lease records without further City Council action or a formal lease amendment, provided the legal tenant, permitted use, lease obligations and other material terms remain unchanged. This procedure does not authorize substitution of another person or entity, including an entity owned or controlled by Tenant, or an assignment, release or novation. Any such transfer, and any transfer of membership interests constituting an assignment under Section 9.1, remains subject to Section 9.1 and approval by the City Council or an official separately authorized by law and Council action. Landlord does not determine or warrant Tenant’s rights as against any present or former member or other third party.

ARTICLE X HOLDING OVER; SALE OF PREMISES; TERMINATION

10.1 No Right to Holdover. Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. If, without objection by Landlord, Tenant holds possession of the Premises after expiration of the Term, Tenant shall become a Tenant from month-toPage 15 of 25 AGENDA ITEM #11.7 Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 156 of 883 13 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, except that Landlord shall provide any longer notice and required notice contents under Civil Code Section 1946.1 if applicable. 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.

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.

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 157 of 883 14 A. Default. A “Default” by Tenant is defined as a failure by Tenant to observe, comply with, or perform any of terms, covenants, conditions, or rules applicable to Tenant under this Lease, and shall include but not be limited to:
(1) Failure to provide the Monthly Rent set forth in Section 1.5 or other amounts owing pursuant to the terms of this Lease.
(2) Vacation or abandonment of the Premises or a disruption in services for a period time exceeding five (5) calendar days.
(3) Failure by Tenant to provide Landlord with reasonable evidence of insurance required under this Lease.
(4) Failure by Tenant to timely deliver to Landlord any instrument or assurances required pursuant to this Lease, including an estoppel certificate pursuant to Section 11.2 of this Lease. (5) Failure by Tenant to provide Landlord with reasonable written evidence (in duly executed original form, if applicable) of compliance with Applicable Requirements and Applicable Laws when requested. (6) Occurrence of any of the following events: (i) the making by Tenant of any general arrangement or assignment for the benefit of creditors; (ii) Tenant’s becoming a “debtor” as defined in 11 U.S. Code Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution, or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this Subparagraph 12.1(A)(6) is contrary to any applicable law, such provision shall be of no force or effect, and shall not affect the validity of the remaining provisions. (7) Failure of Tenant to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of one (1) calendar day following written notice thereof by or on behalf of Landlord to Tenant.
(8) Tenant making or furnishing any warranty, representation, or statement to Landlord in connection with this Lease, or any other agreement made by Tenant for the benefit of Landlord, which is or was false or misleading in any material respect when made or furnished. (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) subject to applicable notice requirements and lawful judicial process or voluntary

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 158 of 883 15 surrender, 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 1951.2. In the event of such termination of the Lease, Landlord may recover from Tenant:
(1) The worth at the time of award of the unpaid rent which had been earned at the time of termination, including interest at the maximum rate allowed by law;
(2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, including interest at the maximum rate allowed by law; (3) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and
(4) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant' s failure to perform its obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom.

B. “The worth at the time of the award,” as used in Sections 12.2(A)(1) and (2) shall be computed by allowing interest at the maximum rate allowed by law. “The worth at the time of the award” under Section 12.2(A)(3) shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco 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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 159 of 883 16 Tenant’s right to possession as provided in Section 12.2 above, and Landlord may enforce all its rights and remedies under this Lease. In such event, Landlord may exercise all of the rights and remedies of a Landlord under California Civil Code Section 1951.4, or any successor statute. Acts of maintenance or preservation or efforts to re-let the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.

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

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

12.6 Dispute Resolution. Any dispute arising out of or relating to this Lease, or breach thereof, shall be first submitted to the senior management of each Party for resolution during a thirty (30) calendar day dispute resolution period. Notice must be in writing and served pursuant to Section 13.2 herein. The foregoing dispute resolution period shall run concurrently with any notice and cure periods provided for herein.

ARTICLE XIII GENERAL PROVISIONS

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

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

To Landlord:

City of Indio
100 Civic Center Mall
Indio, CA 92201
Attn: City Manager

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 160 of 883 17 To Tenant:

Oasis Place LLC
45145 Oasis Street
Indio, CA 92201
Attn: Authorized Representative
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. Notices required for an unlawful detainer or otherwise governed by mandatory statutory notice or service requirements shall comply with those requirements, including California Code of Civil Procedure Sections 1161 and 1162, as applicable. The provisions of California Code of Civil Procedure Section 1013(a), extending the time within which a right may be exercised or an act may be done, shall not apply to a notice given pursuant to this Lease.

13.3 Tenant Reports. Intentionally Omitted.

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

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

13.6 Amendment of Agreement. The terms of this Lease may not be modified or amended except by an instrument in writing executed by each of the Parties hereto. The administrative trade-name procedure in Section 9.3 does not constitute an amendment of this Lease. Any material amendment requires approval by the City Council or an official separately authorized by law and Council action.

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

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

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.

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 161 of 883 18 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. Before execution and delivery of possession, Tenant shall provide documentation reasonably satisfactory to the City Manager, in consultation with the City Attorney, confirming Tenant’s exact legal name and active status, its management structure, and the authority of the person or persons signing this Lease, including relevant governing-document provisions and any required member or manager approvals. Tenant shall also establish its ownership of, or valid right to use, the business assets, vendor agreements and trade name necessary for the permitted operation, including any consents or transfers required in connection with a member’s separation or ownership change. Tenant shall disclose any pending dispute or restriction materially affecting that authority or those rights. This Lease does not transfer or adjudicate any interest of any member, former member or other third party.

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

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

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

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 162 of 883 19 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: __________________________
TENANT:

OASIS PLACE LLC, a California limited liability company, dba The Place By: ____________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________
ATTEST:

By: _____________________________
Sabdi Sanchez Director of City Clerk Services
Date: ___________________________
APPROVED AS TO FORM:

By: ____________________________
Steven G. Pacifico City Attorney
Date: ___________________________

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 163 of 883 20 EXHIBIT “A”
Premises

Commercial Lease Agreement with Oasis Place LLC, doing business as The P... Page 164 of 883 21 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 roto- rooter 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.

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

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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 nonbusiness hours, except while moving furniture or other items in or out of the Premises.

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

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

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City Council
October 7, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Subject: Goods and Services Agreement with Electra-Media, Inc. for the replacement and upgrade of the City-owned I-10 Auto Mall electronic freeway sign in an amount not to exceed $808,964.

RECOMMENDATION:

Staff recommends that the City Council approve a Goods and Services Agreement with ElectraMedia, Inc. (EMI) for the replacement and upgrade of the City-owned I-10 Auto Mall electronic freeway sign, for a lump-sum contract price of $788,964 plus a permit allowance of up to $20,000, for a total amount not to exceed $808,964; and authorize the City Manager to execute the Agreement and to take the actions necessary to administer it within the approved not-to-exceed amount.

SUMMARY:

The City of Indio owns the electronic freeway reader board serving the I-10 Auto Mall along Interstate 10. The existing electronic displays were installed as part of a City-funded modernization project approved by the City Council in December 2014. After approximately 12 years of operation, the existing electronic displays and other sign components have become outdated and are in need of replacement.

The proposed project will modernize the existing sign with new high-resolution LED displays, updated City of Indio and I-10 Auto Mall identification, updated dealership brand panels, new internal illumination, improved ventilation, and repainting and rehabilitation of the existing sign structure.

Staff obtained three proposals for the project; EMI submitted the lowest proposal. Based on the proposals received and the required scope of work, staff recommends proceeding with EMI.

Three proposals were obtained for the project:

Contractor Proposal
Electra-Media, Inc. (EMI) $788,964
Blake Sign Company, Inc. $826,408
BK Signs, Inc. $971,271
After project completion, the I-10 Auto Mall Dealers Association will be responsible for all ongoing maintenance and programming services. The City will retain the ability to utilize the electronic display for City events, announcements, public service announcements, and other City messaging.

AGENDA ITEM #11.8
Goods and Services Agreement with Electra-Media, Inc. for the replacemen... Page 167 of 883 City staff will work directly with EMI to update City content as needed, providing an ongoing communications benefit without responsibility for the sign's ongoing maintenance or programming services.

BACKGROUND INFORMATION:

In 2014, the City Council approved the purchase and installation of the current electronic displays for $685,386. The sign gives the I-10 Auto Mall and its dealerships high visibility from Interstate 10.

New-car dealers generate about 26 percent of the City's sales tax revenue, making them the City's largest sales tax-producing business group. That revenue helps fund public safety, street maintenance, beautification and other City services. Keeping the sign current supports the retention and growth of this business sector, and the sign gives the City a highly visible platform for public information messaging. Both serve a public purpose.

The existing displays are about 12 years old. Their 25 mm pixel spacing no longer provides the resolution and image quality of current display technology. The new 15.85 mm Daktronics displays will provide substantially sharper images. They include automatic dimming that adjusts brightness to ambient light.

Procurement. Most of the project cost is equipment. The Daktronics LED displays account for $529,212 of the $788,964 price, or about 67 percent. The remaining work is what is needed to install the new equipment on the existing City structure: removing the old displays and panels, fabricating and installing the new panels, illumination and ventilation, and repainting. As the project is predominantly a purchase of goods, with the installation incidental to that purchase, staff procured it under the City's purchasing procedures for equipment and supplies by obtaining competitive written proposals. Because the on-site installation work is a public work under the Labor Code, the Agreement requires prevailing wages, contractor registration with the Department of Industrial Relations, and payment and performance bonds.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$808,964.00 In current year budget: Yes
Current FY General
Fund Impact:
$808,964.00 Budget adjustment: No
Next FY Financial
Impact:

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

CIP PW-BD2703
Additional Financial Details:

Additional $20,000 allocated for permits.

ATTACHMENTS:

Indio_GSA_Long_Form_I-10_Auto_Mall_Sign_Electra-Media
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 25 Sep 2026

Goods and Services Agreement with Electra-Media, Inc. for the replacemen... Page 168 of 883 Ruby D. Walla, Director of Finance Approved - 27 Sep 2026 Steven Graham Pacifico, City Attorney Approved - 30 Sep 2026 Jonathan Nicks, City Manager Approved - 30 Sep 2026

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GOODS AND SERVICES AGREEMENT
For the purchase of goods with delivery, installation and related services I-10 Auto Mall Electronic Freeway Sign Replacement and Upgrade

BY AND BETWEEN

THE CITY OF INDIO,

A MUNICIPAL CORPORATION
AND
ELECTRA MEDIA, INC.,

A CALIFORNIA CORPORATION

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GOODS AND SERVICES AGREEMENT
FOR I-10 AUTO MALL ELECTRONIC FREEWAY SIGN REPLACEMENT AND UPGRADE BETWEEN THE CITY OF INDIO AND ELECTRA MEDIA, INC.

THIS GOODS AND SERVICES AGREEMENT (“Agreement”) is made and entered into this ____ day of ______________, 20__ (“Effective Date”), by and between the CITY OF INDIO, a municipal corporation (“City”), and ELECTRA MEDIA, INC., a California corporation (“Contractor”). City and Contractor are each a “Party” and together the “Parties.”

RECITALS

1. City owns the electronic freeway reader board serving the I-10 Auto Mall at 78990 Varner Road, adjacent to Interstate 10, whose existing electronic displays were installed under a City-funded modernization project the City Council approved in December 2014. After approximately twelve years of operation the displays and other sign components are outdated and require replacement.

2. City requires the purchase of replacement LED displays and sign components, together with the removal, engineering, fabrication, installation, painting and related services needed to place them in service, as described in this Agreement (the “Project”).

3. The Project is predominantly a purchase of goods, with the services incidental to their installation and the City obtained three written proposals, and Contractor’s proposal was the lowest

4. On October 7, 2026, the City Council approved this Agreement by MINUTE ORDER and authorized the City Manager to execute it under Indio Municipal Code section 31.51(P).

5. After completion of the Project, the Association (as defined below) is expected to be responsible for ongoing maintenance and programming of the sign under arrangements to which City is not a party under this Agreement, and City will retain the use of the display for City events, announcements and public service messages.

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. AUTHORITY; NO UNAUTHORIZED COMMITMENTS.

Each person signing this Agreement warrants that they are authorized to bind the Party for which they sign. Contractor acknowledges that no officer, employee, or agent of City has authority to bind City to any obligation, amendment,

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extra work, or additional compensation except by a writing executed in conformity with the City’s municipal code, delegation resolutions, and this Agreement, and that City is not bound by, and shall not pay for, any work performed or cost incurred in reliance on any purported oral or unauthorized direction.

This Agreement binds City only as approved by the City Council and executed by the City Manager. No proposal, quotation, sale agreement, purchase order or correspondence that preceded this Agreement, including Contractor’s Sale Agreement dated July 7, 2026, created any obligation of City, and Contractor’s signature on that document is not an acceptance by City.

SECTION 2. DEFINITIONS.

In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
(a)GOODS. The light-emitting diode (LED) displays, controllers, processors, receiving and interface cards, power supplies, sensors, communication equipment, software and firmware, routed and fabricated panels, acrylic backers, lighting, ventilation equipment, mounting hardware, and all other equipment and materials Contractor furnishes under this Agreement, as described in Exhibit A.
(b)SERVICES. The removal and disposal of existing components, engineering, permit preparation, fabrication, delivery, installation, painting, electrical connection, testing, training, project management, close-out and all other work described in Exhibit A or reasonably inferable from the Contract Documents.
(c) WORK. The Goods and the Services together, including everything reasonably inferable from the Contract Documents as necessary to deliver a complete, operating sign.
(d)SITE. The City-owned I-10 Auto Mall electronic freeway sign and its supporting structure at 78990 Varner Road, Indio, California, and the areas City makes available for access and staging.
(e)MANUFACTURER. Daktronics, Inc., or such other manufacturer of the LED displays as City approves in writing.
(f) INSTALLATION SUBCONTRACTOR. Young Electric Sign Company (YESCO), or such other licensed subcontractor as City approves in writing under Section 6 “Subcontractors; Suppliers”.
(g)SUBMITTALS. The shop drawings, product data, engineering, samples, schedules and other documents required by Section 7 “Submittals; Approval Before Ordering”.

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(h)FINAL ACCEPTANCE. Acceptance of the Work by written action of City under Section 23 “Completion and Final Acceptance”.
(i) ASSOCIATION. The I-10 Auto Mall Dealers Association, or any successor organization of the dealerships served by the sign.

SECTION 3. SCOPE OF WORK.
(a)GOODS AND SERVICES. Contractor shall furnish the Goods and perform the Services described in Exhibit A, and shall furnish all labor, materials, equipment (including cranes and lifts), tools, transportation, supervision, engineering, permits (other than those Exhibit A identifies as City-furnished) and services necessary to complete the Work in a good and workmanlike manner, in accordance with the Contract Documents, the approved Submittals, the Manufacturer’s installation requirements, the applicable building, electrical and sign codes, and all applicable laws, regulations, permits and orders.
(b)COMPLETE SYSTEM. The Work includes every component, connection, adjustment and item of labor necessary for the sign to operate as a complete, integrated system as Exhibit A describes, whether or not each is expressly identified.
(c) FIELD VERIFICATION. Before ordering the Goods, Contractor shall field-verify all dimensions, the condition and load-carrying capacity of the existing structure, and the capacity and condition of the existing electrical service, and shall report any deficiency to City in writing. A condition Contractor could have discovered by that verification is not a basis for an adjustment of the Contract Price or the contract time.
(d)CITY-FURNISHED ITEMS. City’s obligations are limited to those Exhibit A identifies as City-furnished. City’s only electrical obligation is to maintain the electrical service to the Site as it exists on the Effective Date; Contractor shall make all connections of the Goods to that service. (e) EXCLUSIONS. Maintenance, monitoring, content programming and communications services after Final Acceptance are excluded from the Work and are governed by Section 40 “No Maintenance Obligation; Dealers Association”.

SECTION 4. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE.
(a)CONTRACT DOCUMENTS. The Contract Documents are this Agreement, including the exhibits incorporated under Section 49 “Exhibits”, and any amendments; the approved Submittals; and any change order issued under this Agreement.
(b)PRECEDENCE. In a conflict, precedence is: (1) a duly executed change order or amendment, in reverse chronological order; (2) this Agreement, including

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Exhibits C and F; (3) Exhibit A; (4) the approved Submittals; (5) Part 1 of Exhibit B; and (6) Contractor’s Proposal in Part 2 of Exhibit B, which is incorporated only as to the description of the Goods and Services and the price, and only to the extent consistent with the other Contract Documents.

A more stringent requirement governs over a less stringent one on the same subject.
(c) SEPARATE INSTRUMENTS. The bonds and security instruments and the certifications are furnished as separate instruments required by this Agreement. They are not incorporated into the body of this Agreement and do not take a position in the order of precedence; their own terms govern the obligations of the surety, the escrow holder or the certifying party, and nothing in them limits Contractor’s obligations under this Agreement. (d)CONTRACTOR TERMS EXCLUDED. No term or condition in any Contractor or Manufacturer proposal, quotation, sale agreement, terms and conditions posted at a website address, order acknowledgment, invoice, delivery ticket, warranty certificate, or shrink-wrap, click-through or end-user license applies to City or modifies this Agreement, even if signed, clicked or accepted by City personnel. Paragraphs 2 through 9 of the Sale Agreement included in Exhibit B, including its payment, delivery, maintenance, programming, permit, exclusion, terms-and-conditions and contingency provisions, and its signature block, are superseded by this Agreement and have no effect. (e)CONFLICTS. Contractor shall promptly report any conflict, error, ambiguity or omission it discovers and shall not proceed with the affected Work until City has issued a written interpretation. Contractor may not rely on a conflict it discovered and did not report. This subsection does not shift to Contractor the responsibility for the completeness or accuracy of plans and specifications City furnishes, contrary to Public Contract Code section 1104; Contractor remains responsible for the engineering assigned to it by Section 8 “Engineering by Contractor”.

SECTION 5. CONTRACTOR LICENSING; BUSINESS LICENSE.

Contractor warrants that it held, at the time it submitted its proposal and continuously since, and shall maintain throughout the term, a California contractor’s license of the classification the Work requires, in good standing and not suspended, and that each subcontractor performing work requiring a license holds and maintains the license its portion of the Work requires. Business and Professions Code section 7028.15 and Public Contract Code section 3300 make an unlicensed bid non-responsive, and Business and Professions Code section 7031 bars an unlicensed contractor from compensation and permits recovery of amounts paid.

Contractor shall notify City in writing within three (3) business days of any suspension, revocation, expiration, or discipline affecting its license or that of any subcontractor performing work. Loss of a required license is a material breach permitting immediate termination.

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Contractor warrants that it holds California contractor’s license No. 815508, classification C-45 (Sign), and that the Installation Subcontractor holds each license its portion of the Work requires. Contractor and each subcontractor performing work at the Site shall hold a current City of Indio business license.

SECTION 6. SUBCONTRACTORS; SUPPLIERS.

Contractor shall perform the Work with its own forces and the Installation Subcontractor, and shall obtain the Goods from the Manufacturer. Contractor shall not subcontract any other portion of the Work, or substitute the Installation Subcontractor or the Manufacturer, without City’s prior written consent. Where this Agreement was awarded by competitive bidding, substitution of a listed subcontractor is permitted only on the grounds and by the procedure the Subletting and Subcontracting Fair Practices Act (Public Contract Code section 4100 and following) prescribes. Before a subcontractor begins work Contractor shall disclose its name, scope, license and Department of Industrial Relations registration, and City may disapprove a subcontractor that is unlicensed, unregistered, debarred or uninsurable. Every subcontract shall incorporate the obligations of this Agreement applicable to the subcontracted work, including prevailing wage, Department of Industrial Relations registration, apprenticeship, certified payroll, insurance, indemnity, safety, records and audit, and shall preserve City’s rights. No subcontract or purchase order creates a contractual relationship between City and any subcontractor or supplier or relieves Contractor of full responsibility for the acts and omissions of its subcontractors and suppliers, including the Manufacturer.

Payment to subcontractors is governed by Section 28 “Subcontractor Payment”.

SECTION 7. SUBMITTALS; APPROVAL BEFORE ORDERING.
(a)REQUIRED SUBMITTALS. Within the time Exhibit A states, and before ordering the Goods, Contractor shall submit for City’s review: (1) shop drawings of the sign as it will be modified, showing dimensions, attachment details, the ventilation and lighting layout and the electrical connection; (2) the Manufacturer’s product data and specification sheets confirming each specification Exhibit A states, including pixel pitch, resolution, brightness, automatic dimming, weight, power consumption and ventilation requirements; (3) the engineering required by Section 8 “Engineering by Contractor”; (4) color, finish and letter-style samples for the “Indio” and “I10” elements and the paint system; (5) brand-panel artwork, with the authorizations required by Section 9 “Brand Panels; Intellectual Property”; and (6) a schedule showing Manufacturer lead time, delivery, installation, testing and the period the sign will be dark.
(b)REVIEW. City shall review each Submittal within ten (10) business days after receiving it complete, and shall approve it, approve it as noted, or return it for resubmittal with its comments. Contractor shall resubmit within ten (10) days after a return.

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(c) EFFECT OF REVIEW. City’s review is for general conformance with the Contract Documents only. It does not relieve Contractor of responsibility for errors or omissions in a Submittal, for the engineering, for dimensions and quantities, or for compliance with the Contract Documents, except for a deviation Contractor identified in writing and City specifically approved in writing. (d)NO ORDERING BEFORE APPROVAL. Contractor shall not order or fabricate Goods before City approves the Submittals for them. Goods ordered or fabricated earlier are at Contractor’s risk.

SECTION 8. ENGINEERING BY CONTRACTOR.
(a)SCOPE. City furnishes no design for the Work. Contractor is responsible for the structural and electrical engineering of the attachment of the Goods and new panels to the existing structure, of the ventilation and lighting systems, and of any modification to the existing structure, and for any calculations and special inspections the permits require.
(b)LICENSED DESIGN. Contractor shall cause the engineering to be prepared by, or under the responsible charge of, an appropriately licensed California design professional, and each submittal shall bear that licensee’s name, license number, signature, seal and date as law requires. (c) STANDARD. Contractor is responsible for the engineering meeting the requirements of Exhibit A, the applicable building code and the permits, and for the adequacy of the existing structure to carry the Goods as modified.

City is entitled to rely on the adequacy of the engineering and is responsible only for reviewing it for general conformance.
(d)INSURANCE. Exhibit C requires professional liability insurance covering the engineering, carried by Contractor or by the engineer of record.

SECTION 9. BRAND PANELS; INTELLECTUAL PROPERTY.

Before fabricating a brand panel, Contractor shall obtain, from the dealership or brand owner concerned, through the Association or otherwise, any authorization needed to reproduce the trademark, logo or artwork on it, and shall deliver a copy to City. City grants no trademark or other intellectual property right. Contractor warrants that the Goods, the software and the Work do not infringe any patent, copyright, trademark, trade secret or other right of any person.

SECTION 10. PERMITS AND APPROVALS; PERMIT ALLOWANCE.
(a)CONTRACTOR’S OBLIGATION. Contractor shall prepare, submit and diligently pursue every permit and approval the Work requires, including City building and electrical permits and special inspections, any approval or permit amendment required under the Outdoor Advertising Act (Business and Professions Code section 5200 and following), and any encroachment permit

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required for work from the State highway right-of-way, and shall comply with each permit and approval.
(b)CITY’S REGULATORY ROLE. City acts on permit applications in its regulatory capacity. Nothing in this Agreement waives or modifies a regulatory requirement, obliges City to issue a permit or approval, or makes City’s regulatory acts a breach of this Agreement.
(c) PERMIT ALLOWANCE. The Permit Allowance stated in Section 24 “Contract Price; Permit Allowance” is not an advance and is not part of the Contract Price. City shall reimburse from it, at actual cost without markup and on invoice with receipts, only the third-party fees and costs Part 1 of Exhibit B lists. Fees for City permits are not paid through Contractor. Any unused balance remains with City. A cost that would exceed the Permit Allowance requires a change order before it is incurred.

SECTION 11. ORDER, MANUFACTURE AND DELIVERY OF THE GOODS. (a)ORDER. Contractor shall place its order for the LED displays with the Manufacturer within five (5) business days after the later of City’s approval of the Submittals and issuance of the permits, and shall deliver to City the Manufacturer’s written order acknowledgment showing the model, specifications, quantity and scheduled ship date.
(b)PROGRESS. Contractor shall report the status of manufacture and shipment to City at least every fourteen (14) days, and immediately on learning of any event that may delay delivery.
(c) DELIVERY. Contractor shall deliver the Goods to the Site, or to storage approved under Section 12 “Title; Storage; Liens”, freight and insurance prepaid, suitably packaged and protected. A delivery ticket or City’s signature on one acknowledges receipt only; it is not inspection or acceptance. (d)INSPECTION AND REJECTION. City may inspect the Goods on delivery and at any time before Final Acceptance and may reject Goods that are damaged, used, of a different model or specification, or otherwise nonconforming. Contractor shall remove and replace rejected Goods promptly at its cost. City’s rights to reject Goods and to revoke acceptance under the Commercial Code are preserved and are in addition to this Agreement.

SECTION 12. TITLE; STORAGE; LIENS.
(a) PASSAGE OF TITLE. Title to the Goods passes to City, free and clear of all liens, security interests, claims and encumbrances, on the earlier of (1) City’s payment of the milestone that includes them or (2) their delivery to the Site. (b)IDENTIFICATION AND STORAGE. Goods paid for but not delivered to the Site shall be identified to this Agreement (Commercial Code section 2501), marked as City property, segregated from other goods, stored at a secure location City

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approves in writing, insured as Exhibit C requires, and open to City inspection. Contractor shall deliver a bill of sale, and a warehouse receipt or other evidence of identification and storage, on request. (c) NO REMOVAL OR DISABLEMENT. Contractor waives any lien on, and any right to remove, repossess, disable or degrade, the Goods, and shall cause its subcontractors and suppliers to do the same.
(d)RISK OF LOSS. Passage of title does not transfer the risk of loss. Risk of loss is governed by Section 13 “Risk of Loss; Public Contract Code Section 7105”.

SECTION 13. RISK OF LOSS; PUBLIC CONTRACT CODE SECTION 7105. (a)CARE OF THE WORK. Contractor shall protect and secure the Goods and the Work, and all materials and equipment, until Final Acceptance, and bears the risk of loss of or damage to the Goods and the Work before Final Acceptance, whether in manufacture, in transit, in storage or at the Site, EXCEPT to the extent this section or applicable law allocates that risk to City. (b)ACTS OF GOD. Consistent with Public Contract Code section 7105, Contractor is not responsible for the cost of repairing or restoring damage to the Work proximately caused by an ACT OF GOD in excess of five percent (5%) of the Contract Price, provided that the Work damaged was built in accordance with accepted and applicable building standards and with the approved Submittals and the Contract Documents. For this purpose an act of God means only an earthquake in excess of a magnitude of 3.5 on the Richter Scale or a tidal wave.
(c) CITY-ALLOCATED AND CITY-CAUSED LOSS. Contractor is not responsible for loss or damage to the extent it is allocated to City by applicable law, including Government Code section 4215, or to the extent it is caused by the negligence or willful misconduct of City or of any person for whom City is responsible.
(d)CONTRACTOR RESPONSIBILITY PRESERVED. Contractor remains responsible for loss or damage caused by its own failure to protect the Work, by its negligence or willful misconduct or that of any subcontractor, supplier or person for whom it is responsible, by defective work, or by any cause that applicable law or this Agreement otherwise allocates to Contractor.
(e) INSURANCE. The installation floater or property insurance Exhibit C requires and its deductible allocate the loss it covers as Exhibit C provides; nothing in this section relieves either Party of an obligation to maintain that insurance.

SECTION 14. SOFTWARE; CREDENTIALS; CYBERSECURITY; CONTENT. (a) LICENSE. Contractor shall deliver, and shall cause the Manufacturer to grant to City, a perpetual, irrevocable, non-exclusive, royalty-free license to use the control software and firmware with the Goods, transferable with the sign

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and usable by City’s designees, together with all updates the Manufacturer makes generally available during the warranty period.
(b)NO DISABLING DEVICE. No license key, subscription, time lock, remote function or other device may disable, degrade or restrict the operation of the Goods, including for nonpayment by any person other than City. (c) CREDENTIALS. At Final Acceptance Contractor shall deliver to City all administrator credentials, passwords and access information for the controllers and content-management system, and shall have changed every default password.
(d)SECURITY. Contractor shall configure the control system to prevent unauthorized access and display, and shall notify City within twenty-four (24) hours after learning of any unauthorized access to it or any unauthorized display.
(e)CONTENT. Content City furnishes, and City’s messages, remain City’s property, and Contractor shall not use them for any other purpose.

SECTION 15. SITE WORK; SAFETY; PROTECTION OF THE WORK.

Contractor is solely responsible for the means, methods, techniques, sequences and procedures of the Work and for the safety of all persons and property at the Site, and shall comply with Cal/OSHA and all other applicable safety requirements, including those governing crane and rigging operations, work at height and fall protection, and, where an excavation is five feet or more in depth, the plan Labor Code section 6705 requires. Crane operations shall be performed by certified operators under a lift plan Contractor furnishes to City on request.

Contractor shall not work in or over the State highway right-of-way without the required permit and approved traffic control, shall protect the public, vehicles and adjacent dealership property, shall coordinate access with adjacent property owners as Exhibit A requires, and shall limit the period the sign is dark to the period Exhibit A allows. Contractor shall comply with the regional notification center requirements of Government Code section 4216 and following before excavating, shall protect existing utilities and improvements, and shall repair at its own cost any damage it causes. Contractor shall keep the Site clean and safe and shall restore it on completion. ALLOCATION of the risk of loss or damage to the Goods and the Work is governed by Section 13 “Risk of Loss; Public Contract Code Section 7105” of this Agreement and not by this section.

SECTION 16. UTILITY FACILITIES; GOVERNMENT CODE SECTION 4215. (a)ALLOCATION. As between City and Contractor, City assumes the responsibility for the timely removal, relocation, or protection of existing MAIN OR TRUNKLINE UTILITY FACILITIES located at the site of the Work that are not identified in the plans and specifications with reasonable accuracy, and for those not indicated at all.

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(b)DISCOVERY AND NOTICE. If while performing the Work Contractor discovers a main or trunkline utility facility that is not identified in the plans and specifications, or is not identified in them with reasonable accuracy, Contractor shall IMMEDIATELY NOTIFY BOTH CITY AND THE OWNER OF THE UTILITY FACILITY IN WRITING, and shall do so before the facility is disturbed.
(c) NO UNAUTHORIZED WORK ON THE FACILITY. Contractor shall not disturb, repair, remove or relocate the facility except so far as is necessary for the immediate safety of persons or property, or as City or the owner of the facility authorizes in writing.
(d)UTILITY OWNER’S ELECTION. Where a public utility owns the facility, that utility has the SOLE DISCRETION to perform the repair, removal or relocation work itself, or to permit Contractor to perform that work at a reasonable price.

Nothing in this Agreement purports to make that election for the utility or to oblige Contractor to perform work the utility elects to perform itself. (e)COMPENSATION. City shall compensate Contractor for the costs of locating such a facility, of repairing damage to it not caused by Contractor’s failure to exercise reasonable care, of removing or relocating it, of removing or relocating a facility not indicated in the plans and specifications with reasonable accuracy, and for equipment NECESSARILY IDLED during that work.
(f) TIME. Contractor is entitled to an extension of the contract time for delay so caused, by change order.
(g)NO LIQUIDATED DAMAGES. Contractor SHALL NOT be assessed liquidated damages for delay in completion caused by the failure of City or of the owner of a utility to provide for the removal or relocation of such facilities. (h)SERVICE LATERALS. City need not identify the existence of a service lateral or appurtenance whose presence can be inferred from the presence of other visible facilities, such as a building, a meter or a junction box, on or adjacent to the site.
(i) SECTION 4216 PRESERVED. This section does not limit Contractor’s independent obligations under Government Code section 4216 and following to contact the regional notification center and to excavate with reasonable care, which continue to apply.

SECTION 17. REMOVED COMPONENTS; DISPOSAL; HAZARDOUS MATERIALS. (a)REMOVED COMPONENTS. Except items Exhibit A designates for salvage to City, title to the existing displays, panels, lighting and other components Contractor removes passes to Contractor on removal, and Contractor shall recycle or dispose of them lawfully, including in compliance with the

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universal-waste and electronic-waste laws, and shall furnish disposal records on request.
(b)COATINGS AND HAZARDOUS MATERIALS. Before disturbing existing paint or coatings, Contractor shall determine whether they contain lead or other hazardous constituents and shall perform surface preparation, containment, worker protection and disposal as applicable law requires. If Contractor encounters material it believes may be hazardous and that Exhibit A does not identify, it shall stop work affecting that material and notify City in writing before disturbing it.

SECTION 18. DIFFERING SITE CONDITIONS; TRENCHES AND EXCAVATIONS OVER FOUR FEET.
☐ This Section applies. ☒ This Section does not apply.

Staff: check “This Section applies” where the Work involves digging trenches or other excavations extending deeper than four feet below the surface, such as a new electrical feed (Public Contract Code section 7104 makes this Section mandatory in that case); otherwise check “This Section does not apply.” Do not delete this Section.

If “This Section does not apply” is checked, this Section is of no force or effect and is retained solely to preserve the numbering of this Agreement. If neither box is checked, this Section applies.

Contractor shall promptly, and before the conditions are disturbed, notify City in writing of: (1) material that Contractor believes may be hazardous waste, as defined in Health and Safety Code section 25117, that is required to be removed to a Class I, Class II, or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated in the Contract Documents; or (3) unknown physical conditions at the site of any unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this Agreement. City shall promptly investigate the conditions, and if it finds that they do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, City shall issue a change order under the change-order procedures of this Agreement. If a dispute arises between City and Contractor over whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in cost or time, Contractor shall not be excused from any scheduled completion date and shall proceed with all work to be performed under this Agreement, and Contractor retains any and all rights provided either by this Agreement or by law that pertain to the resolution of disputes and protests between the contracting parties.

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SECTION 19. TIME OF PERFORMANCE; NOTICE TO PROCEED; SCHEDULE.

Contractor shall commence the Work on the date stated in City’s written Notice to Proceed and shall achieve completion, ready for Final Acceptance, within ONE HUNDRED TWENTY (120) CALENDAR DAYS after the later of that date and the issuance of all permits the Work requires. TIME IS OF THE ESSENCE. City has no obligation to issue a Notice to Proceed until every condition precedent has been satisfied, including the required bonds, insurance, licensing, Department of Industrial Relations registration and certifications. Contractor shall meet the interim milestones Exhibit A states, and shall submit an updated schedule with each payment request and whenever City requests one. The contract time is adjusted ONLY by written change order, and entitlement to an extension, the notice required to claim one, and the compensability of delay are governed by Section 20 “Delay; Notice; Public Contract Code Section 7102” of this Agreement.

SECTION 20. DELAY; NOTICE; PUBLIC CONTRACT CODE SECTION 7102. (a) NOTICE AS A CONDITION PRECEDENT. Contractor shall give City written notice of any event Contractor contends entitles it to an extension of the contract time or to an adjustment of the Contract Price within TEN (10) DAYS after Contractor first knew or should have known of the event, and shall submit its supporting analysis and cost documentation within TWENTY (20) DAYS after that notice. Compliance with this subsection is a condition precedent to the CONTRACTUAL adjustment requested, and failure to comply waives and bars that contractual adjustment to the fullest extent permitted by law. City may waive a failure to comply, in writing only.
(b)CRITICAL PATH AND MITIGATION. An extension is granted only for delay that actually affects the critical path to completion and that is beyond Contractor’s control and without its fault or negligence or that of its subcontractors and suppliers. Manufacturer lead time, supplier and shipping delay, and permit delay caused by incomplete or deficient Submittals or permit applications are Contractor’s risk, except to the extent caused by an event that would be force majeure under Section 52 “Force Majeure”. Contractor shall use reasonable efforts to mitigate the effect of any delay and shall not be entitled to an adjustment for delay it could reasonably have avoided. (c) NON-COMPENSABLE DELAY. For excusable delay that is not caused by City, an extension of time is Contractor’s sole remedy and no additional compensation is payable.
(d)STATUTORY RIGHTS PRESERVED. NOTHING IN THIS AGREEMENT LIMITS OR

BARS, AND NOTHING IN THIS SECTION SHALL BE CONSTRUED TO PRECLUDE, the recovery of damages by Contractor or a subcontractor for delay for which City is responsible that is unreasonable under the circumstances involved and not within the contemplation of the Parties, as Public Contract Code section 7102 provides. Subsections (a) through (c) are

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notice, documentation and procedural requirements and are not a waiver of that statutory right, of Public Contract Code sections 7104, 9204 or 20104 and following, or of Government Code section 4215, none of which this Agreement waives, shortens or modifies.
(e) NO CUMULATIVE END-OF-PROJECT CLAIM. Contractor may not aggregate at the end of the Work contractual requests that were not made when this section requires, and may not recharacterize an untimely contractual request as a cumulative-impact or total-cost claim to avoid this section, except to the extent applicable law preserves the claim notwithstanding the notice failure.

SECTION 21. LIQUIDATED DAMAGES.

The Parties agree that City’s actual damages from a failure to achieve completion within the contract time would be extremely difficult and impractical to fix, and that the sum stated in this section is a reasonable estimate of them made as of the time this Agreement was made. Contractor shall forfeit and pay City the sum of TWO HUNDRED FIFTY ($250) for each CALENDAR DAY by which completion is delayed beyond the contract time as extended by change order, as Government Code section 53069.85 authorizes. City may deduct the amount from any money due or to become due Contractor, and may recover any excess.

Liquidated damages are not a penalty and are City’s exclusive monetary remedy for delay in achieving completion. They do not limit City’s remedies for defective work, for indemnity, for a failure to correct, or for any other breach. NO LIQUIDATED DAMAGES accrue for delay excused by change order, for delay caused by City for which Contractor is entitled to an extension, or for delay for which Government Code section 4215 bars their assessment because City or a utility owner failed to provide for the removal or relocation of a main or trunkline utility facility. Nothing in this section limits Contractor’s rights under Public Contract Code section 7102.

SECTION 22. TESTING; COMMISSIONING; TRAINING.
(a) TESTING. On completing installation, Contractor shall test the Goods and every system in the presence of City’s Project Manager, using the acceptance criteria in Exhibit A, including operation of every module and pixel, color uniformity, brightness and automatic dimming, controller and communications functions, ventilation and lighting. Contractor shall correct every deficiency and retest.
(b)BURN-IN. After successful testing the displays shall operate continuously for the burn-in period Exhibit A states without a failure that the acceptance criteria identify. A failure restarts the burn-in period after it is corrected. (c) TRAINING AND CLOSE-OUT. Before Final Acceptance Contractor shall train the City staff City designates to submit and schedule City content, and shall deliver as-built drawings, operation and maintenance manuals, the

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Manufacturer’s warranty registered to City, the software licenses and credentials required by Section 14 “Software; Credentials; Cybersecurity; Content”, the permits as finaled, and disposal records.

SECTION 23. COMPLETION AND FINAL ACCEPTANCE.
(a)COMPLETION AND INSPECTION. When Contractor has completed the Work, including the testing and burn-in required by Section 22 “Testing; Commissioning; Training”, City shall inspect and either accept the Work or furnish a punch list of items to be completed or corrected. Contractor shall complete or correct those items promptly, and City shall re-inspect. (b)FINAL ACCEPTANCE. Final Acceptance occurs ONLY by written action of the City Manager or designee, or of the City Council where its action is required.

Neither turn-on, operation, display of content or other use of the Work by City, nor payment, nor inspection, nor the passage of time constitutes acceptance of defective Work or waives any right of City. (c) NOTICE OF COMPLETION. City MAY record a notice of completion as applicable law permits. Nothing in this Agreement obliges City to record one, and no right of Contractor depends on City doing so.
(d)SCOPE. The warranty, the correction of nonconforming Work and the treatment of third-party warranties are governed by Section 39 “Warranty and Correction of Work”; this section governs completion and acceptance only.

SECTION 24. CONTRACT PRICE; PERMIT ALLOWANCE.

City shall pay Contractor SEVEN HUNDRED EIGHTY-EIGHT THOUSAND NINE HUNDRED SIXTY-FOUR DOLLARS ($788,964.00) (the “Contract Price”) for complete performance of the Work, subject to additions and deductions by change order and to the withholding this Agreement permits. The Contract Price is a lump sum and includes all sales and use taxes, freight, delivery, storage, cranes and lifts, traffic control, disposal, engineering, bonds, insurance, prevailing wages, overhead, profit and project management. In addition, City shall reimburse permit costs as Section 10 “Permits and Approvals; Permit Allowance” provides, up to TWENTY THOUSAND DOLLARS ($20,000.00) (the “Permit Allowance”). The total compensation payable under this Agreement shall not exceed EIGHT HUNDRED EIGHT THOUSAND NINE HUNDRED SIXTY-FOUR DOLLARS ($808,964.00) without a written amendment or change order executed under City’s delegation of authority.

SECTION 25. PAYMENT MILESTONES; PUBLIC CONTRACT CODE SECTION 20104.50. (a)MILESTONES. City shall pay the Contract Price only in the milestone payments stated in Part 1 of Exhibit B, each on a payment request submitted after every condition of that milestone has been satisfied. No payment is due for

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partial completion of a milestone, and no payment is an acceptance of the Goods or the Work.
(b)ADVANCE-PAYMENT SECURITY. Milestone 1 is paid before the Goods are delivered. Unless the City Manager, with the written concurrence of the City Attorney, waives the requirement in writing, Contractor shall deliver before that payment the advance-payment security required by Section 30 “Bonds and Security”.
(c) PAYMENT. City shall pay each undisputed and properly submitted payment request within THIRTY (30) DAYS after receipt, as Public Contract Code section 20104.50 requires.
(d)IMPROPER REQUEST. A payment request determined not to be proper and suitable for payment shall be returned to Contractor as soon as practicable, and not later than SEVEN (7) DAYS after receipt, accompanied by a document setting forth IN WRITING the reasons the payment request is not proper.
(e)REDUCTION OF THE PAYMENT PERIOD. The number of days available to City to make a payment without incurring interest is REDUCED by the number of days by which City exceeds the seven-day return requirement. (f) INTEREST. City shall pay interest on an undisputed and properly submitted payment request not paid within the period subsections (c) and (e) allow, at the legal rate set forth in subdivision (a) of Code of Civil Procedure section 685.010, which accrues from the expiration of that period until the date of payment.
(g)SUPPORTING DOCUMENTS. A payment request is properly submitted when it identifies the milestone, attaches evidence that each condition of that milestone is satisfied, and attaches the certified payrolls for on-site work in the period and the waivers and releases subsection (h) describes, TO THE EXTENT PUBLIC CONTRACT CODE SECTION 20104.50 AND OTHER
APPLICABLE LAW PERMIT City to require them. Nothing in this subsection authorizes City to enlarge, defer or condition the statutory payment obligation by requiring documentation that applicable law does not permit City to require.
(h)WAIVERS AND RELEASES. Waivers and releases are furnished in the statutory forms and in this sequence: a CONDITIONAL waiver and release for the amount of the CURRENT payment request, and an UNCONDITIONAL waiver and release for amounts PREVIOUSLY PAID. City shall not require an unconditional waiver or release of the amount being paid as a condition to making that payment.

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(i) DISPUTES. A dispute about a payment request is resolved under the claims provisions of this Agreement and does not suspend City’s obligation to pay the undisputed portion.

SECTION 26. RETENTION.
(a)WITHHOLDING OF RETENTION. City shall withhold retention of FIVE PERCENT (5%) from each milestone payment, which does not exceed the limit of Public Contract Code section 7201. Contractor shall withhold no more from a subcontractor than City withholds from Contractor for that subcontractor’s work.
(b)RELEASE. City shall release retention as Public Contract Code section 7107 requires, within sixty (60) days after completion, as that section defines it, and may withhold from the retention only an amount up to one hundred fifty percent (150%) of the value of any disputed or incomplete work. The penalties section 7107 imposes for wrongful withholding apply. (c) SECURITIES IN LIEU OF RETENTION. At Contractor’s request and expense, City shall permit substitution of securities for retention, or deposit of retention into escrow, as Public Contract Code section 22300 requires, on the statutory escrow form. City may not refuse a request that complies with that section. (d)SCOPE. Payment timing is governed by Section 25 “Payment Milestones; Public Contract Code Section 20104.50” and withholding for cause by Section 27 “Withholding”; this section governs retention only.

SECTION 27. WITHHOLDING.

City may withhold from any payment otherwise due an amount reasonably sufficient to protect City against: defective work not remedied; third-party claims filed, or reasonable evidence indicating probable filing of such claims; stop payment notices; failure of Contractor to make payments properly to subcontractors or suppliers; liquidated damages accrued; Goods paid for and not delivered, or rejected and not replaced; prevailing-wage forfeitures, penalties or underpayments claimed or determined; failure to furnish or maintain required certified payroll records or waivers and releases; LAPSE, SUSPENSION OR REVOCATION OF A REQUIRED CONTRACTOR’S LICENSE of Contractor or of any subcontractor performing work requiring a license; FAILURE TO MAINTAIN REQUIRED DEPARTMENT OF INDUSTRIAL RELATIONS REGISTRATION of Contractor or of any subcontractor; and FAILURE TO FURNISH OR MAINTAIN A REQUIRED BOND OR REQUIRED INSURANCE. City shall withhold only amounts and on conditions applicable law permits, shall notify Contractor in writing of the ground and the amount, and shall release the withheld amount promptly when the ground is cured or resolved. Withholding under this section is in addition to, and shall be administered consistently with, City’s rights to suspend the Work and to terminate for default; City’s election to withhold is not an election of remedies and does not waive any other right.

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SECTION 28. SUBCONTRACTOR PAYMENT.

Contractor shall pay each subcontractor its share of a payment received from City within SEVEN (7) DAYS after receipt, as Business and Professions Code section 7108.5 requires, and shall pay each subcontractor its share of any retention released by City within the period and on the conditions Public Contract Code sections 7107 and 7201 provide. Contractor may withhold from a progress payment to a subcontractor only an amount permitted by Business and Professions Code section 7108.5 in the event of a good faith dispute, and shall not withhold from a subcontractor more retention than City withholds from Contractor for that subcontractor’s work. A progress-payment dispute withholding under section 7108.5 and a retention withholding under sections 7201 and 7107 are distinct; Contractor shall administer them separately and shall not treat retention as a dispute withholding or the reverse. Nothing in this section creates a contractual relationship between City and any subcontractor.

SECTION 29. CHANGES; CHANGE-ORDER AUTHORITY.

City may at any time, by written change order and without invalidating this Agreement or any bond, make changes within the general scope of the Work, including additions, deletions and alterations. An adjustment of the Contract Price or the contract time is made only by written change order executed in conformity with the City’s delegation of authority; no oral direction, field instruction, inspector’s comment, or course of conduct changes the price or the time, and Contractor performs unauthorized changed work at its own cost. Contractor shall submit a written request for a change order, with cost and schedule support, within ten (10) days of the event giving rise to it. Pricing is by agreed lump sum, or, failing agreement, by documented cost of labor, materials and equipment plus the markup percentages Exhibit A states, which are Contractor’s sole allowance for overhead and profit. Contractor shall proceed with directed changed work pending pricing and shall not delay or suspend the Work on account of an unresolved change-order request.

SECTION 30. BONDS AND SECURITY.
(a) PAYMENT BOND. Civil Code section 9550 requires a payment bond of not less than ONE HUNDRED PERCENT (100%) of the total amount payable on a public works contract involving an expenditure IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000). Before the Work commences, Contractor shall furnish a payment bond in ONE HUNDRED PERCENT (100%) of the Contract Price, on the City’s form and executed by an admitted surety insurer.
(b)PERFORMANCE BOND. Before the Work commences, Contractor shall furnish a faithful performance bond in ONE HUNDRED PERCENT (100%) of the Contract Price, on the City’s form and executed by an admitted surety insurer, which shall also secure Contractor’s warranty and correction

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obligations under Section 39 “Warranty and Correction of Work” for the warranty period Contractor provides.
(c) ADVANCE-PAYMENT SECURITY. Before City pays Milestone 1, and unless waived as Section 25 “Payment Milestones; Public Contract Code Section 20104.50” provides, Contractor shall deliver an advance-payment bond executed by an admitted surety insurer, or an irrevocable standby letter of credit issued by a financial institution acceptable to City, in each case in a form approved by the City Attorney and in the amount of Milestone 1, securing repayment to City of every amount paid for Goods not delivered to the Site in conformity with this Agreement. The security may be reduced, with City’s written consent, as Goods are delivered, inspected and title passes to City, and shall be released when all the LED displays have been delivered and accepted on delivery.
(d)SURETY QUALIFICATION AND INCREASES. Every bond shall be executed by a surety admitted in California and may be verified as Code of Civil Procedure section 995.660 permits. If a surety becomes insolvent, loses its admitted status, or is otherwise unable to perform, Contractor shall furnish replacement security within TEN (10) DAYS of notice, or within such longer period as City allows IN WRITING; Contractor has no unilateral extension.

City may suspend the Work and withhold payments affected by the deficiency while required replacement security is outstanding. Each bond shall be increased to the adjusted Contract Price as the changes provisions require.

SECTION 31. INSURANCE.

Contractor shall procure and maintain the insurance Exhibit C requires, and shall furnish the certificates and endorsements Exhibit C requires before the Work commences and upon each renewal. Coverage shall include commercial general liability written on an occurrence basis with products and completed operations, business automobile liability, workers’ compensation and employer’s liability, installation floater or property insurance covering the Goods until Final Acceptance, and professional liability covering the engineering. Completed-operations coverage naming City and its officers, officials, employees, agents and volunteers as additional insureds shall be maintained for not less than five (5) years after Final Acceptance, or for the longer period Exhibit C states. Exhibit C governs the required coverages, limits, endorsements and conditions.

SECTION 32. INDEMNIFICATION.

To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and its officers, officials, employees, agents and volunteers (“Indemnified Parties”) from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, liabilities, judgments, awards, fines, penalties, stop payment

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notice claims, payment bond claims, any purported lien claim, and costs and expenses, including reasonable attorneys’ fees, expert fees and litigation costs (“Claims”), arising out of, pertaining to, or relating to the performance of the Work or the Goods, including Claims for bodily injury, death, property damage, economic loss, product defect, infringement of any patent, copyright, trademark or other intellectual property right, or violation of law, and including Claims by Contractor’s employees, subcontractors of any tier, suppliers, and their employees.

Consistent with Civil Code section 2782, this obligation does not extend to Claims arising from the active negligence, sole negligence, or willful misconduct of an Indemnified Party, or from defects in design furnished by an Indemnified Party, to the extent that section makes such an obligation void and unenforceable in a construction contract with a public agency. Contractor’s duty to defend is immediate, arises upon tender regardless of whether liability is established, and applies to Claims alleged in the alternative or against Contractor and an Indemnified Party jointly. Contractor’s obligations are not limited by any insurance required by this Agreement, by any limitation on damages elsewhere in it, or by workers’ compensation or employee-benefit statutes, and survive Final Acceptance and termination.

SECTION 33. NO LIMITATION OF LIABILITY.

Neither Party’s liability under this Agreement is limited, capped, or excluded, and Contractor’s liability is not limited to the amounts payable under this Agreement or to the proceeds of any insurance. No provision of any Contractor or Manufacturer document limits Contractor’s liability or excludes a remedy, and no such provision unless it is set out in this Agreement or an exhibit to it and executed by an authorized City signatory.

SECTION 34. PREVAILING WAGE; DIR REGISTRATION; CERTIFIED PAYROLL; APPRENTICESHIP; WORKING HOURS.
(a)APPLICABILITY. The Services performed at the Site — including removal of existing components, installation of the Goods, fabrication performed at the Site, electrical connection and painting — are a public work within the meaning of Labor Code section 1720, performed under a contract paid for out of public funds, and any other work under this Agreement that is a public work under Labor Code sections 1720 through 1720.9 or 1772 is likewise covered (together, the “Covered Work”). The Covered Work exceeds every threshold: the prevailing wage requirements of Labor Code sections 1770 through 1781 (more than $1,000); the registration and project-notice requirements of Labor Code sections 1725.5, 1771.1 and 1773.3 (more than $25,000 for installation); and the apprenticeship requirements of Labor Code section 1777.5 (a contract of $30,000 or more). Exhibit F applies in addition to this section.

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(b)DIR REGISTRATION. Contractor and each subcontractor of any tier shall be registered with the Department of Industrial Relations under Labor Code section 1725.5, and shall be so registered at award and continuously throughout performance, and at the time of any bid or listing where this Agreement was competitively bid. Contractor shall verify the registration of each subcontractor before that subcontractor begins work and shall not permit an unregistered person to perform work on the Covered Work.

Contractor shall furnish current registration numbers for itself and each subcontractor on City’s request.
(c) CITY’S PROJECT NOTICE; FINAL PAYMENT. City is responsible for providing the project notice Labor Code section 1773.3 requires (form PWC-100) and for any change to it. Contractor shall furnish City the information that notice requires within five (5) days of City’s request. Contractor acknowledges that Labor Code section 1773.3(d) requires City to withhold final payment until thirty (30) days after City has submitted all information that section requires.

The thirty-day withholding period required by Labor Code section 1773.3(d), following City’s timely submission of the required information, does not constitute late payment and does not independently entitle Contractor to interest or delay compensation. Nothing in this subsection excuses City from timely performing its own statutory obligations.
(d)PREVAILING WAGES. Contractor and every subcontractor shall pay each worker employed on the Covered Work not less than the general prevailing rate of per diem wages determined by the Director of Industrial Relations for the locality and craft, including holiday and overtime rates and employer payments. Copies of the applicable determinations are on file with City and available from the Department of Industrial Relations, and are incorporated by reference. Contractor shall post the determinations at each job site. The forfeitures Labor Code section 1775 imposes for underpayment, and those Labor Code section 1813 imposes, apply, and City shall withhold them from payments due as those sections require.
(e)CERTIFIED PAYROLL. Contractor and each subcontractor shall keep accurate payroll records under Labor Code section 1776, shall furnish certified copies to City, to the Labor Commissioner and to the Division of Apprenticeship Standards on request, and shall submit them electronically to the Labor Commissioner where the Department of Industrial Relations requires it.

Failure to comply within ten (10) days of a written request forfeits the statutory penalty per worker per calendar day, which City may withhold from payments due.
(f) APPRENTICESHIP. Labor Code section 1777.5 applies. Contractor shall comply with it, including submission of contract award information to the applicable apprenticeship committees, employment of apprentices in the required ratio,

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and payment of training fund contributions, and the penalties Labor Code section 1777.7 imposes apply.
(g)WORKING HOURS. Eight hours is a legal day’s work. Contractor shall comply with Labor Code sections 1810 through 1815 and shall forfeit twenty-five dollars ($25) per worker per day for each day a worker is required or permitted to work more than eight hours in a day or forty hours in a week without payment of overtime as Labor Code section 1815 requires. (h)MONITORING AND ENFORCEMENT. The Covered Work is subject to compliance monitoring and enforcement by the Department of Industrial Relations under Labor Code section 1771.4. Contractor shall cooperate with, and shall require each subcontractor to cooperate with, any request, inspection, audit or investigation by the Department of Industrial Relations, the Labor Commissioner or City.
(i) FLOW-DOWN; CONDITIONS PRESERVING CONTRACTOR’S STATUTORY PROTECTION.

Contractor shall include in every subcontract of every tier the provisions Labor Code section 1775(b) identifies, being Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815, together with this section. Contractor shall periodically review the certified payroll records of each subcontractor, shall diligently take corrective action on becoming aware of a failure to pay the required rate — including retaining sufficient funds due that subcontractor to correct the underpayment — and shall, before making final payment to a subcontractor, obtain that subcontractor’s affidavit stating that it has paid the required prevailing rates and benefits. Nothing in this Agreement enlarges Contractor’s liability for a subcontractor’s violation beyond what Labor Code section 1775(b) imposes, and Contractor retains the benefit of that section where it satisfies its conditions. (j) WITHHOLDING AND INDEMNITY; LIMITS. City may withhold from payments otherwise due an amount sufficient to satisfy any wage underpayment, forfeiture or penalty claimed or determined against Contractor or a subcontractor under this section, and Contractor shall indemnify and hold City harmless from any wage underpayment, back-pay award, forfeiture, penalty or enforcement cost assessed against City by reason of a violation of this section by Contractor or any subcontractor, together with the reasonable cost of responding to it. This indemnity does NOT extend to, and City shall not withhold from Contractor on account of, any penalty assessed against City in its capacity as awarding body under Labor Code section 1773.3, which by Labor Code section 1773.3(h) may not be shifted to a contractor or subcontractor; nor to any liability arising from City’s own failure to give the project notice, to make a wage determination available, or to perform an obligation this section places on City.

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SECTION 35. WORKERS’ COMPENSATION CERTIFICATION.

By signing this Agreement Contractor certifies, as Labor Code section 1861 requires: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
SECTION 36. SUSPENSION OF WORK.
(a)SUSPENSION FOR CONVENIENCE. City may, by written order, suspend, delay or interrupt all or any part of the Work for the period City determines appropriate for its convenience. If such a suspension, not caused by any act or omission of Contractor and not attributable to a condition for which Contractor bears the risk, increases Contractor’s cost of or time for performance, City shall issue a change order adjusting the contract time and the Contract Price for Contractor’s reasonable, documented and unavoidable increased cost, excluding anticipated profit on Work not performed.

Contractor shall submit its request within TEN (10) DAYS after the suspension is lifted; compliance is a condition precedent to that contractual adjustment and failure to comply waives it to the fullest extent permitted by law, subject to written waiver by City and to the preservation of statutory rights stated in the delay provisions of this Agreement. (b)PROLONGED SUSPENSION. Where a suspension for City’s convenience continues for more than NINETY (90) CONSECUTIVE DAYS, Contractor may give City THIRTY (30) DAYS’ written notice electing to terminate the suspended portion of the Work, and on expiry of that notice the suspended portion is terminated for City’s convenience and compensated as the termination-forconvenience provisions provide. CITY MAY VOID THE ELECTION by directing resumption of the suspended Work at any time before the notice period expires, in which case the Agreement continues and Contractor’s remedy is the adjustment subsection (a) provides.
(c) SUSPENSION FOR CAUSE. City may suspend the Work immediately, without adjustment of the Contract Price or the contract time, for Contractor’s failure to maintain required insurance, bonds, licensing or Department of Industrial Relations registration, for a safety hazard, for defective work, or for a violation of law. Contractor shall protect and secure the Work during any suspension.

SECTION 37. TERMINATION FOR DEFAULT; SURETY COMPLETION. (a)DEFAULT. City may terminate Contractor’s right to proceed, in whole or in part, if Contractor fails to supply sufficient properly skilled workers or proper materials; fails to order, deliver or replace conforming Goods when this Agreement requires; fails to prosecute the Work with diligence sufficient to

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achieve completion within the contract time; fails to pay subcontractors or suppliers when due; disregards laws, ordinances or the directions of City; fails to procure or to maintain in force any insurance this Agreement requires, or permits any required coverage to lapse, be cancelled or be reduced below the limits required; loses a required license, registration or bond; becomes insolvent, makes a general assignment for creditors, or has a receiver appointed; is debarred or becomes ineligible to contract with a public entity; or otherwise materially breaches this Agreement, and fails to cure within ten (10) days of written notice or such longer period as City states. No cure period is required where the breach is not curable or where continuation poses an imminent threat to persons or to public health or safety.
(b)NOTICE TO SURETY. City shall give the surety on the performance bond written notice of the default and of any termination, and shall afford the surety the opportunity the bond provides to complete the Work or to arrange for completion by a contractor acceptable to City. City is not obliged to accept a completing contractor that is unlicensed, unregistered with DIR, debarred, or otherwise ineligible, or that City reasonably determines lacks the capacity to perform.
(c) COMPLETION AND COST. On termination for default City may take possession of the Work, of materials and equipment at the site, of Goods identified to this Agreement wherever stored, and of Contractor’s plans and Submittals, may require Contractor to assign to City its orders with the Manufacturer and other suppliers, and may complete the Work by any reasonable means, including through the surety. Contractor and its surety are liable for the excess cost of completion over the unpaid balance of the Contract Price, together with liquidated damages accrued and City’s other damages permitted by law. City shall pay Contractor no further amount until the Work is complete and the excess cost determined.
(d)CONVERSION. If a termination for default is later determined to have been improper, it shall be treated as a termination for convenience and Contractor’s recovery limited to what a convenience termination allows. (e)REFUND. On a termination for default Contractor shall refund to City, within thirty (30) days after demand, every amount City paid for Goods not delivered to the Site in conformity with this Agreement, without prejudice to City’s right to recover under the advance-payment security and the performance bond.

SECTION 38. TERMINATION FOR CONVENIENCE.
(a)RIGHT. City may terminate this Agreement, in whole or in part, for its convenience and without cause, by written notice to Contractor stating the extent of the termination, the directions for stopping and securing the Work,

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and the effective date. The termination is effective on the date the notice states; no advance period of continued construction is required. (b)CONTRACTOR’S OBLIGATIONS. On receipt Contractor shall stop the Work as directed, place no further subcontracts or orders, terminate or assign existing subcontracts and orders as City directs, protect and secure the completed Work and the materials at the site, deliver to City the Work in place and the materials and equipment for which City has paid, and mitigate its costs. (c) COMPENSATION. City shall pay Contractor, as its sole and exclusive compensation for the termination: the value of the Work satisfactorily performed to the effective date, determined under Exhibit B; the cost of Goods delivered to the Site, and of Goods specially manufactured for the Work that the Manufacturer will not cancel or accept for return, in each case on delivery of the Goods and transfer of title to City; the reasonable, documented cost of stopping and securing the Work and of demobilization; and documented, reasonably unavoidable, non-cancellable commitments properly incurred before the notice in reliance on this Agreement that Contractor could not mitigate.
(d)EXCLUSIONS. City is not liable for anticipated or lost profit on Work not performed, unabsorbed overhead, unearned fees, anticipatory damages, or consequential, incidental, special or punitive damages of any kind arising from a termination for convenience. Contractor shall substantiate any claimed non-cancellable commitment in writing on request.

Contractor shall promptly refund any amount City has paid in excess of the compensation this section allows.

SECTION 39. WARRANTY AND CORRECTION OF WORK.
(a)GOODS WARRANTY. Contractor warrants that the Goods are new, unused and of current production; are of the Manufacturer, model and specifications Exhibit A states; are merchantable and fit for continuous outdoor operation as a freeway-oriented electronic display, a purpose Contractor acknowledges it knows; are free from defects in design, materials and workmanship; and are free of all liens and claims. The warranties implied by the Commercial Code are not disclaimed or limited, and any disclaimer or limitation of warranty or remedy in a Contractor or Manufacturer document is void as to City.
(b)SERVICES WARRANTY. Contractor warrants that the Services are performed with the skill and care of a licensed contractor experienced in comparable installations, and that the Work conforms to the Contract Documents and to applicable law, including brightness and operating limits applicable to the display.

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(c) PERIOD. Contractor’s warranty period is TWELVE (12) MONTHS after Final Acceptance, during which Contractor shall repair or replace, at its sole cost including parts, labor, travel, cranes and lifts, any Goods or Work that fail to conform to the warranties in this section.
(d)RESPONSE. Contractor shall respond to a warranty notice within two (2) business days and commence correction within five (5) business days after written notice, or within forty-eight (48) hours where the failure presents a hazard or renders a display face, or a substantial portion of one, dark or visibly degraded, and shall diligently complete it at its own cost, including the cost of removing, replacing and restoring other work and property disturbed by the correction. If Contractor fails to do so, City may correct the Work and recover the cost from Contractor or its surety.
(e)CORRECTED WORK. Work corrected or replaced under this section is warranted for the LONGER of the remainder of the original applicable warranty period or TWELVE (12) MONTHS after completion and acceptance of that correction.

Correction of one portion of the Work does not restart the warranty period for unaffected portions of the Work.
(f) MANUFACTURER’S WARRANTY. Contractor shall procure for City the Manufacturer’s five (5) year factory parts warranty on the LED displays, running from Final Acceptance and registered in City’s name, and shall obtain and hereby assigns and transfers to City, effective on the earlier of payment for or delivery of the Goods they cover, all other Manufacturer, supplier and equipment warranties applicable to the Work. During its own warranty period Contractor shall administer claims under those warranties at no cost to City, and thereafter shall reasonably assist City in asserting them. (g)SURVIVAL. This section survives Final Acceptance. It does not limit any other remedy, does not shorten any statutory limitations or repose period, and is in addition to and not in lieu of the performance bond this Agreement requires.

SECTION 40. NO MAINTENANCE OBLIGATION; DEALERS ASSOCIATION. (a) NO CITY OBLIGATION. Maintenance, monitoring, content programming, communications and similar services after Final Acceptance are not part of the Work, and City has no obligation under this Agreement to purchase or pay for them.
(b)ASSOCIATION ARRANGEMENTS. Any agreement between Contractor and the Association for such services is between them alone. It does not bind City, amend this Agreement or make City a guarantor of the Association’s obligations; it creates no lien on, security interest in, or right to remove, disable or degrade the Goods; and it does not reduce Contractor’s warranty or other obligations to City. Any default by the Association under such an agreement is not a defense to Contractor’s performance under this Agreement.

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(c) CITY MESSAGING. If Contractor programs the display under any such agreement, Contractor shall schedule and display the City events, announcements and public service messages City furnishes as that agreement provides, and shall give City access to the content-management system to submit City content.

SECTION 41. RECORDS; AUDIT; PUBLIC RECORDS.

Contractor shall maintain complete records of the Work, including daily reports, cost records, certified payroll, subcontracts, purchase orders with the Manufacturer and suppliers, shipping and storage records, disposal records, change-order support, and correspondence, for not less than four (4) years after Final Acceptance or the period Exhibit A states, whichever is longer, and shall make them available to City and its auditors on reasonable notice. Government Code section 8546.7 subjects every contract involving the expenditure of public funds IN EXCESS OF TEN THOUSAND DOLLARS ($10,000) entered into by a public entity, including a city, to the examination and audit of the California State Auditor, at the request of the public entity or as part of any audit of it, for three years after final payment, and requires that the contract so provide. The Parties are subject to that examination and audit. Records relating to this Agreement may be public records under the California Public Records Act, and City alone determines what it will disclose.

SECTION 42. ASSIGNMENT OF ANTITRUST CAUSES OF ACTION; PUBLIC CONTRACT CODE SECTION 7103.5.

City is the awarding body. To the extent this Agreement is a public works contract, Public Contract Code section 7103.5(c) requires that subdivision (b) of that section be included IN FULL in it and in its specifications or general provisions, and it is set out in full here:
“In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties.”
Contractor shall include the quoted subdivision in full in every subcontract to supply goods, services or materials for the performance of the Work, including its purchase order with the Manufacturer.

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SECTION 43. CONFLICT OF INTEREST; GOVERNMENT CODE SECTION 1090.

Contractor represents and warrants that:

Contractor has not offered or given any gift, payment, or thing of value to any City officer or employee in connection with the award of this Agreement, and no person has been employed or retained to solicit or secure this Agreement upon an agreement for a commission, percentage, brokerage, or contingent fee, other than a bona fide employee of Contractor.

To Contractor’s knowledge after reasonable inquiry, no officer, official, employee, or agent of City has any financial interest, direct or indirect, in this Agreement or in the compensation to be paid under it.

Neither Contractor nor any of its principals or personnel who will perform the Work participated in the making of this Agreement on behalf of City, or in the drafting or preparation of the specifications or solicitation materials for any subsequent City contract for which Contractor intends to compete, except as permitted by Government Code section 1097.6.

Contractor presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any manner with the independent and impartial performance of the Work, and shall promptly disclose in writing to City any circumstance that creates or reasonably appears to create such a conflict.

To Contractor’s knowledge after reasonable inquiry, no former City officer or employee who participated in the making of this Agreement while in City service has or will acquire any financial interest in it.

Contractor acknowledges that a violation of Government Code section 1090 renders a contract void, that compensation paid under a void contract is subject to disgorgement, and that City may terminate this Agreement immediately upon any violation of this section. During the term, Contractor shall not, without City’s informed written consent, accept any engagement directly adverse to City in a matter substantially related to the Work.

SECTION 44. NONDISCRIMINATION.
(a) NONDISCRIMINATION. Contractor shall not discriminate against any employee, applicant, subcontractor, or member of the public because of any characteristic protected by applicable federal or state law, including those identified in Government Code section 12940 and Government Code section 11135, and shall comply with all applicable nondiscrimination and civil-rights laws, including Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act and its California counterparts.
(b)FLOW-DOWN. Contractor shall include this section in every subcontract of every tier.

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SECTION 45. INDEPENDENT CONTRACTOR.

Contractor is an independent contractor and not an agent or employee of City. Contractor controls the manner and means of performing the Work, subject to the Contract Documents. Contractor’s personnel are not City employees and acquire no right to City salary, benefits, workers’ compensation or retirement membership or service credit, and Contractor is solely responsible for their compensation, taxes and benefits.

SECTION 46. ASSIGNMENT; CHANGE OF CONTROL.

Contractor shall not assign, transfer or delegate this Agreement or any right or obligation under it, in whole or in part, whether voluntarily, by operation of law or otherwise, without City’s prior written consent. A merger, consolidation, sale of substantially all assets, or transaction or series of transactions resulting in a change in the ownership or control of more than FIFTY (50) PERCENT of Contractor’s voting interests is a change of control requiring that consent.

City may withhold consent in its REASONABLE DISCRETION. The following are non-exclusive factors City may consider: whether the successor holds the California contractor’s license of the classification the Work requires, in good standing; whether it is registered with the Department of Industrial Relations and otherwise eligible to bid on and be awarded public work; whether the surety on the bonds consents and the bonds remain in full force, or the successor can furnish equivalent security from an admitted surety; whether the successor has the financial capacity to complete the Work; its safety record and performance history on public works of comparable type and scale; whether it retains or replaces the key personnel and superintendent on whom City relied, including the Installation Subcontractor and the Manufacturer where the successor would change them; whether it can maintain the insurance this Agreement requires, including completed-operations coverage; and whether it is debarred, suspended, otherwise ineligible to contract with a public entity, or has a conflict of interest with City.

Contractor shall notify City in writing in advance and provide the information City reasonably requires to evaluate those factors. Where advance notice cannot lawfully be given because of securities law or another binding legal restriction, Contractor shall give notice immediately when it becomes lawful to do so and in no event later than three (3) business days after public announcement or closing, whichever first permits lawful notice. Failure to give the notice this section requires is a material breach. Any purported assignment or change of control in violation of this section is void. Following a change of control City may suspend the Work or terminate for cause if the successor does not satisfy the criteria above, and no assignment or change of control relieves Contractor of any obligation accrued before it.

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SECTION 47. CLAIMS; PUBLIC CONTRACT CODE SECTIONS 9204 AND 20104 ET SEQ. (a)APPLICATION. Public Contract Code section 9204 governs a CLAIM by Contractor for a time extension, for payment of money or damages arising from work done by or on behalf of Contractor pursuant to this Agreement that City has not paid, or for an amount the payment of which is disputed by City. For claims of THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($375,000) OR LESS, Public Contract Code sections 20104 through 20104.6 also apply. Neither set of procedures is waived, shortened or modified by this Agreement, and nothing in this Agreement limits a right or shortens a period either provides.
(b)MAKING A CLAIM. A claim is a SEPARATE WRITTEN DEMAND by Contractor, sent by REGISTERED MAIL OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, together with reasonable documentation supporting the claim.

A notice, request for change order, correspondence or invoice given under any other provision of this Agreement does not initiate the statutory claim process, and delivery by personal service, overnight courier or email does not satisfy this subsection.
(c) CITY’S RESPONSE. City shall review the claim and, within FORTY-FIVE (45) DAYS after receipt, provide a written statement identifying what portion of the claim is disputed and what portion is undisputed, unless City and Contractor agree in writing to extend that period. Any undisputed portion shall be processed and paid within SIXTY (60) DAYS after City issues that written statement; a late payment of an undisputed amount accrues interest at seven percent (7%) per annum. If City needs approval from its governing body to issue the written statement and the governing body does not meet within the forty-five days, City shall issue the statement within a reasonable time but not later than three (3) days following the next duly publicly noticed meeting after the forty-five-day period expires. City’s failure to issue a timely written statement results in the claim being deemed rejected in its entirety, which does not constitute an adverse finding on the merits. (d)INFORMAL CONFERENCE. If CONTRACTOR disputes City’s written response, or if City fails to respond within the time this section allows, CONTRACTOR may demand in writing an informal conference to meet and confer for settlement of the issues in dispute, delivered by registered or certified mail, return receipt requested. Within THIRTY (30) DAYS after receipt of that demand City shall schedule the conference. Within TEN (10) BUSINESS DAYS following the conference City shall provide Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed, and any undisputed portion shall be processed and paid within sixty (60) days.
(e)MEDIATION. The portion of the claim that proceeds to mediation is THE

PORTION CONTRACTOR IDENTIFIES IN WRITING AS REMAINING IN DISPUTE

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following the meet and confer process, consistent with Public Contract Code section 9204. That portion is subject to NONBINDING MEDIATION, with City and Contractor sharing the associated costs equally, the Parties selecting a mediator within ten (10) business days after City’s post-conference written statement. If the Parties cannot agree on a mediator, each shall select one and the two so selected shall select a qualified neutral third person to mediate; each Party shall bear the fees and costs charged by its respective mediator. This subsection does not preclude any other agreed-upon alternative dispute resolution.
(f) GOVERNMENT CLAIMS ACT. The claim procedures of this section and of Public Contract Code sections 20104 and following do not replace the Government Claims Act (Government Code section 810 and following). As Public Contract Code section 20104.2 provides, the running of the period within which a claim must be presented under the Government Claims Act is TOLLED from the time Contractor submits a written claim under those sections until the claim is denied, including any period of time used by the meet and confer conference. Nothing in this Agreement waives, shortens, extends or modifies any claim-presentation, notice or limitations requirement applicable to a claim against City.
(g)CONTINUED PERFORMANCE. Contractor shall proceed diligently with the Work during the pendency of any claim, protest or dispute, and City shall continue to pay undisputed amounts.
(h)SUBCONTRACTOR CLAIMS. A subcontractor or lower tier subcontractor that lacks legal standing to assert a claim against City may request in writing that Contractor present that claim to City on its behalf. CONTRACTOR MAY present such a claim. Where the subcontractor makes that request in writing and furnishes the reasonable documentation supporting the claim, Contractor shall, WITHIN FORTY-FIVE (45) DAYS of receiving the request, notify the subcontractor in writing whether Contractor presented the claim to City and, IF CONTRACTOR DID NOT PRESENT THE CLAIM, state its reasons in writing.

Nothing in this subsection requires Contractor to present or to sponsor a claim it does not elect to present.
(i) RELATIONSHIP OF THE TWO STATUTORY SCHEMES. To the extent Public Contract Code section 9204 and sections 20104 through 20104.6 both apply, section 9204 controls to the extent of any conflict, without eliminating otherwise applicable requirements of sections 20104 through 20104.6.

SECTION 48. NOTICES; GOVERNING LAW; VENUE.
(a) FORMAL NOTICES. A notice of default, of termination, of suspension based on breach, or any other notice this Agreement designates as a formal notice must be in writing and delivered to the Party’s notice address by personal delivery, by certified or registered mail (return receipt requested), or by

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nationally recognized overnight courier. Where the receiving Party has provided an email address for notices, the sending Party shall also send a copy by email, but email alone does not constitute service of a formal notice unless the receiving Party acknowledges receipt in writing. A formal notice is effective on personal delivery, on the date of delivery or refusal shown by the courier or postal record, or on the receiving Party’s written acknowledgment of an emailed copy, whichever occurs first.
(b)ORDINARY NOTICES. Routine administrative communications, submittals, and other notices not designated as formal notices may be given by email to the addresses stated in this Agreement and are effective on transmission absent a delivery failure notification.
(c) GOVERNING LAW AND VENUE. This Agreement is governed by California law, without regard to conflict-of-laws rules. The Parties agree that any action arising out of or relating to this Agreement shall be brought in the Superior Court of California, County of Riverside, or, for matters within exclusive federal jurisdiction, in the United States District Court for the Central District of California. Contractor consents to that venue and waives any objection to it based on forum non conveniens or any similar doctrine. This Agreement shall not be construed against the Party that drafted it.

SECTION 49. EXHIBITS.

The following are attached and incorporated: Exhibit A — Scope of Work and Specifications; Exhibit B — Price and Payment Schedule and Contractor’s Proposal; Exhibit C — Insurance Requirements; Exhibit F — Prevailing Wage and DIR Compliance Rider. Exhibit G (Federal Funding Rider) is not attached because no federal funds are involved in the Work. The bonds, the advance-payment security and the certifications are furnished as separate instruments as this Agreement provides. No other document is incorporated.

SECTION 50. NON-APPROPRIATION; FISCAL LIMITATION.

The obligation of City to pay any amount under this Agreement in any fiscal year is contingent upon the appropriation by the City Council of funds sufficient for that purpose for that fiscal year. This Agreement does not constitute an indebtedness or a pledge of the general credit or taxing power of City within the meaning of Article XVI, Section 18 of the California Constitution or any statutory debt limitation. If sufficient funds are not appropriated for any fiscal year, City may terminate this Agreement, or suspend the affected Work, effective upon written notice and without penalty, further payment obligation (except for Work satisfactorily performed, and Goods delivered on transfer of title, before the effective date of termination or suspension), or liability for any Contractor loss of anticipated profit. City will give Contractor notice of non-appropriation as promptly as practicable.

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SECTION 51. NOTICE ADDRESSES; PROJECT MANAGERS.

City: City Maanger
City of Indio
100 Civic Center Mall
Indio, CA 92201
with a copy to the City Attorney at:

Office of the City Attorney
City of Indio
100 Civic Center Mall
Indio, CA 92201
Contractor: Electra Media, Inc.
4737 W. 156th Street
Lawndale, CA 90260
City’s Project Manager is Miguel Ramirez-Cornejo, Director of Economic Development. Contractor’s Project Manager is Rodney Wilson, CEO/CFO. The Project Managers administer this Agreement day to day; neither has authority to amend it, to authorize work beyond the scope, or to increase the Contract Price. A Party may change its Project Manager or notice address by written notice.

SECTION 52. FORCE MAJEURE.
(a)RELIEF. Neither Party is liable for failure or delay in performance, other than payment for performance already rendered, caused by an event beyond its reasonable control and without its fault or negligence, including acts of God, fire, flood, earthquake, epidemic, pandemic, declared public-health emergency, war, terrorism, civil disturbance, a government-mandated closure or emergency order not caused by the affected Party, or utility or regional infrastructure failure, provided the affected Party gives prompt written notice describing the event and its expected duration, diligently mitigates, and resumes promptly when the event abates.
(b)STATUS UPDATES. During a continuing force majeure event the affected Party shall give City a written status update AT LEAST EVERY FOURTEEN (14) DAYS, or at another interval City reasonably directs, stating the continuing cause, the current impact on the Work and the schedule, the mitigation being undertaken, the expected duration, and the anticipated date of resumption. (c) NOT FORCE MAJEURE. Economic hardship; ordinary cost escalation; a foreseeable internal staffing shortage; a labor shortage limited to the affected Party’s own workforce; default of a subcontractor or supplier, including the Manufacturer, not itself independently caused by force majeure;

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ordinary manufacturing lead time, component shortages and shipping delays; and ordinary adverse weather are not force majeure.
(d)CITY’S RIGHTS. If a force majeure event prevents substantial performance for more than THIRTY (30) CONSECUTIVE DAYS, City may terminate for convenience. Nothing in this section limits City’s right to terminate for convenience at any time, or City’s authority to act, or to direct Contractor to act, as necessary to protect public health and safety during an emergency.

SECTION 53. INTEGRATION; AMENDMENT; WAIVER; SEVERABILITY.

This Agreement, with its exhibits and any documents expressly incorporated, is the entire agreement of the Parties concerning its subject matter and supersedes all prior or contemporaneous negotiations, representations, and agreements, oral or written. No amendment is effective unless in a writing that identifies this Agreement, is executed by authorized representatives of both Parties in conformity with City’s delegation of authority, and, where required, is approved by the City Council. No course of dealing, invoice, purchase order, order acknowledgment, or click-through or linked terms modifies this Agreement, as Section 4 “Contract Documents; Order of Precedence” further provides. No waiver is effective unless in writing and signed by the waiving Party, and no waiver of any breach is a waiver of any other or subsequent breach. If any provision is held invalid or unenforceable, the remainder continues in effect, and the provision shall be reformed to the minimum extent necessary to make it valid while most nearly effecting the Parties’ intent.

SECTION 54. COUNTERPARTS; ELECTRONIC SIGNATURES.

This Agreement may be executed in counterparts, each of which is an original and all of which together are one instrument. Signatures delivered by electronic transmission and electronic signatures made through a system adopted by City are effective to bind the Parties in accordance with the California Uniform Electronic Transactions Act (Civil Code section 1633.1 et seq.), the Parties agreeing by execution to conduct this transaction by electronic means; provided that documents required by law to be acknowledged, recorded, stamped, sealed, or executed with other formalities shall be executed in the form required by law.

Nothing in this section requires City to accept any particular signature technology (Government Code section 16.5).

SECTION 55. NO THIRD-PARTY BENEFICIARIES; SURVIVAL; CUMULATIVE REMEDIES.

This Agreement is for the sole benefit of the Parties. Nothing in it creates rights in, or duties to, any third person, including the Association or any dealership,, except as expressly stated for City’s officers, officials, employees, agents and volunteers where named as indemnitees or additional insureds, and except for the rights of claimants under the payment bond and the stop payment notice statutes, which arise by law and not by this Agreement. The provisions that by their nature extend beyond Final Acceptance or termination survive, including

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records and audit, public-records cooperation, indemnification and defense, insurance applicable to completed operations, the bonds and advance-payment security, the warranty and correction obligations, title and the software license, liquidated damages accrued, the statutory claims procedures, and dispute resolution. City’s rights and remedies are cumulative and in addition to any provided by law or equity.
[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
CONTRACTOR:

ELECTRA-MEDIA, INC.

By: ___________________________
Rodney Wilson, CEO/CFO
By: ___________________________
Steve Craig, Secretary
Two officers sign for a corporation
(Corporations Code section 313): one from the
chair, president or a vice president, and one
from the secretary, an assistant secretary, the
chief financial officer or an assistant treasurer.

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Attachments:

Exhibit A - Scope of Work and Specifications
Exhibit B - Price and Payment Schedule and Contractor’s Proposal Exhibit C - Insurance Requirements
Exhibit F - Prevailing Wage and DIR Compliance Rider

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EXHIBIT “A”

SCOPE OF WORK AND SPECIFICATIONS
Staff: Confirm with the Manufacturer’s product data, before execution, the pixel pitch (the Sale Agreement states 15.85 mm; the Exhibit A rendering states 15.885 mm), the number of display faces, and the acceptance criteria in paragraph 10.

1. PROJECT DESCRIPTION.

Replacement and upgrade of the City-owned I-10 Auto Mall electronic freeway sign at 78990 Varner Road, adjacent to Interstate 10, with new high-resolution LED displays, updated City of Indio and I-10 Auto Mall identification, updated dealership brand panels, new internal illumination, improved ventilation, and repainting and rehabilitation of the existing sign structure, generally as shown in the rendering included in Part 2 of Exhibit B. The existing sign structure is retained.

2. LED DISPLAYS.

Daktronics outdoor LED display(s), new and of current production, with the following minimum characteristics:

1. Pixel pitch: 15.85 mm.

2. Resolution: 520 pixels high by 675 pixels wide.

3. Active display area: approximately 27 feet 7 inches high by 35 feet 8 inches wide.

4. Brightness: 12,000 nits maximum, with automatic dimming controlled by an ambient-light sensor and set to comply with the brightness limits applicable to the display.

5. Number of display faces: TWO.

6. Included equipment: controllers, processors, receiving and interface cards, power supplies, sensors, communication equipment, mounting hardware, and control and content-management software licensed as required by Section 14 “Software; Credentials; Cybersecurity; Content”.

3. OTHER GOODS.

1. A new routed panel reading “Indio” in the new letter style.

2. A new “I-10” logo with white acrylic backers.

3. New “Dodge,” “Ram” and “Jeep” brand panels, and new white acrylic backers for all brand panels.

4. New internal illumination for the identification and brand panels.

5. A new ventilation system for the display cabinets.

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6. Paint and coating system for the entire structure, as approved in the Submittals.

4. SERVICES.

1. Remove and dispose of the existing LED displays, the existing routed “Indio” panel, the existing “I-10” logo, the existing “VW,” “Jeep” and “Dodge” brand panels, and the existing internal illumination, as Section 17 “Removed Components; Disposal; Hazardous Materials” provides.

2. Power-wash the structure and prepare surfaces for painting.

3. Fabricate and install the Goods listed in paragraphs 2 and 3.

4. Connect the Goods to the existing electrical service and place the displays in operation.

5. Repaint the entire structure.

6. Provide the engineering, Submittals, permits, testing, burn-in, training, close-out documents and project management the Agreement requires.

5. SUBMITTALS.

The Submittals required by Section 7 “Submittals; Approval Before Ordering” are due within FIFTEEN (15) days after the Notice to Proceed.

6. CITY-FURNISHED ITEMS.

Electrical service to the Site as it exists on the Effective Date (the Sale Agreement states that the existing power should be sufficient; Contractor verifies capacity under Section 3 “Scope of Work”); access to the Site during the working hours in paragraph 8; and the content for City messages.

7. PERMITS AND APPROVALS.

Contractor obtains: City building and electrical permits; special (welding) inspection; any approval or permit amendment required under the Outdoor Advertising Act; any Caltrans encroachment permit required for work staged from the State highway right-of-way.

8. SITE ACCESS AND RESTRICTIONS.

Working hours: No lane or shoulder closure on Interstate 10 without Caltrans approval. Contractor shall coordinate access and staging with the adjacent dealerships and shall not obstruct dealership operations without their consent.

9. SCHEDULE MILESTONES.

1. Notice to Proceed

2. Submittals

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3. Permit Applications

4. Order of the LED displays

5. Completion ready for Final Acceptance

10. TESTING AND ACCEPTANCE CRITERIA.

1. Every module, cabinet, controller and communications link operates; no module or cabinet is dark.

2. Not more than 0.01% of the pixels on any display face are non-functioning, and no two adjacent pixels are non-functioning.

3. Color and brightness are uniform across each face within the Manufacturer’s published tolerances.

4. Automatic dimming operates and is set as paragraph 2 requires.

5. Ventilation and internal illumination operate as designed.

6. Burn-in period: SEVENTY-TWO (72) consecutive hours of continuous operation without a failure listed in items 1 through 5.

11. WARRANTY.

Contractor: twelve (12) months after Final Acceptance, all parts and labor (Section 39 “Warranty and Correction of Work”). Manufacturer: five (5) year factory parts warranty on the LED displays, running from Final Acceptance and registered in City’s name.

12. CHANGE-ORDER MARKUP.

For changed work priced on documented cost: FIFTEEN PERCENT (15%) on Contractor’s own work and FIVE PERCENT (5%) on subcontracted work, which are Contractor’s sole allowance for overhead and profit.

13. SALVAGE TO CITY.

NONE. All removed components pass to Contractor for lawful disposal.

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EXHIBIT “B”
PRICE AND PAYMENT SCHEDULE AND CONTRACTOR’S PROPOSAL
Part 1 — Price and Payment Schedule

1. PRICE BREAKDOWN (LUMP SUM).

Category Description Amount
LED displays Daktronics 15.85 mm LED displays, 12,000 nits; freight included $529,212.00
Sign fabrication and
installation
Installation Subcontractor: removal, fabrication,
installation, ventilation, illumination, painting $192,133.00 Sales tax State of California $28,171.00
Subtotal $749,516.00
Contractor overhead Project management $39,448.00
Contract Price $788,964.00
Permit Allowance Reimbursement only (paragraph 3); not part of the Contract Price up to $20,000.00
Total not-to-exceed $808,964.00

2. PAYMENT MILESTONES.

No. Conditions of payment (all must be satisfied) Amount 1 Order of Goods: Submittals approved; all permits issued; Manufacturer’s written order acknowledgment delivered (Section 11 “Order, Manufacture and Delivery of the Goods”); payment and performance bonds, insurance and, unless waived, advance-payment security delivered (Section 30 “Bonds and Security”).
$394,482.00
2 Delivery of Goods: all LED displays delivered to the Site, or to approved storage identified to the Agreement (Section 12 “Title; Storage; Liens”); inspected by City without rejection; bill of sale delivered. $236,689.00
3 Completion: installation complete; testing and burn-in passed (Exhibit A, paragraph 10); training and close-out documents delivered (Section 22 “Testing; Commissioning; Training”); Final Acceptance (Section 23 “Completion and Final Acceptance”).
$157,793.00
Contract Price $788,964.00
Retention of five percent (5%) is withheld from each milestone payment and released as Section 26 “Retention” provides. The milestone amounts are those stated in Contractor’s Sale Agreement; the conditions of payment are City’s.

Payment requests, waivers and releases are governed by Section 25 “Payment Milestones; Public Contract Code Section 20104.50”.

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3. PERMIT ALLOWANCE — REIMBURSABLE COSTS.

Reimbursed at actual cost, without markup, on invoice with receipts: plan-check, permit and inspection fees charged by agencies other than City, including any Caltrans outdoor advertising or encroachment fees; fees of the independent California-licensed engineer of record; special (welding) inspection. Not reimbursable: Contractor labor, project management and overhead, which are included in the Contract Price, and fees for City permits.

Part 2 — Contractor’s Proposal
Contractor’s Sale Agreement dated July 7, 2026 (Vendors: Daktronics LED / YESCO Sign Co.), with its Exhibit A (Rendering and Scope of Work) and Exhibit B (Pricing Table), follows. It is incorporated only as Section 4 “Contract Documents; Order of Precedence” provides: as to the description of the Goods and Services and the price. Its paragraphs 2 through 9 and its signature block are superseded and have no effect. City has not signed the Sale Agreement. The Sale Agreement misstates City’s address, which is 100 Civic Center Mall.

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EXHIBIT “C”

INSURANCE REQUIREMENTS
Staff: The installation floater and professional liability coverage below replace the builder’s risk and delegated-design provisions of the public works schedule. Obtain Risk Management’s written approval before execution.

1. GENERAL OBLIGATION.

ADOPTED REQUIREMENTS. The insurance requirements in this Exhibit are the City of Indio’s adopted requirements for public works construction contracts, applied to this Agreement because it includes installation work at a City facility. A reduction below them, or a waiver of any endorsement this Exhibit requires, is effective only where approved in writing by the City’s Risk Manager and the City Attorney and recorded in the contract file. Absent that approval, this Exhibit applies as written.

OBLIGATION. Contractor shall procure and maintain, at its sole cost, for the duration of this Agreement (and for such longer periods as this Exhibit requires), insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Work by Contractor, its agents, representatives, employees, or subcontractors, with insurers admitted in California or otherwise acceptable to City with a current A.M. Best rating of not less than A- :VII. Contractor shall not commence the Work, nor allow any subcontractor to commence work, until the insurance this Exhibit requires has been evidenced to and approved by City.

2. REQUIRED COVERAGES AND MINIMUM LIMITS.

Contractor shall maintain the following coverages, each written on a form at least as broad as the Insurance Services Office (ISO) form identified, or its equivalent as approved by the City’s Risk Manager:

1. COMMERCIAL GENERAL LIABILITY. Commercial general liability insurance written on an occurrence basis on ISO form CG 00 01, with limits of not less than $2,000,000 per occurrence and $4,000,000 general aggregate, the general aggregate applying separately to this Agreement by endorsement (ISO CG 25 03 or equivalent). Coverage shall include bodily injury, property damage, personal and advertising injury, contractual liability (with the standard ISO “insured contract” definition unamended), explosion, collapse and underground hazards where the Work involves them, with no exclusion for work at height, crane operations or work adjacent to a highway, and products and completed operations with a products and completed operations aggregate of not less than $2,000,000. Products and completed operations coverage shall be maintained for not less than FIVE (5) YEARS after Final Acceptance of the Work.

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2. AUTOMOBILE LIABILITY. Business automobile liability insurance on ISO form CA 00 01 covering any auto (Symbol 1), or all owned, hired and non-owned autos, with a limit of not less than $1,000,000 combined single limit per accident for bodily injury and property damage.

3. WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY. Workers’ compensation insurance as required by the Labor Code of the State of California, with statutory limits, and employer’s liability insurance with limits of not less than $1,000,000 per accident for bodily injury by accident, $1,000,000 policy limit for bodily injury by disease, and $1,000,000 per employee for bodily injury by disease. The policy shall be endorsed to waive the insurer’s right of subrogation against City and the other additional insureds.

4. INSTALLATION FLOATER. Installation floater or builder’s risk property insurance written on a special (“all risk”) form covering the Goods and the Work for their full replacement value while in manufacture after title passes to City, in transit, in storage on or off the Site, and during installation, until Final Acceptance, naming City and Contractor as insureds and City as loss payee as its interest may appear. Contractor bears any deductible, and the policy and its deductible allocate the loss it covers as Section 13 “Risk of Loss; Public Contract Code Section 7105” of this Agreement provides.

5. CONTRACTORS POLLUTION LIABILITY. Where the Work involves hazardous materials, including lead-containing coatings, including their handling, removal, transportation or disposal, contractors pollution liability insurance covering bodily injury, property damage, cleanup costs and defense arising out of pollution conditions resulting from the Work, with limits of not less than $1,000,000 per claim or occurrence and $2,000,000 aggregate, including coverage for transportation where Contractor hauls such materials.

If written on a claims-made basis, the policy is subject to Section 3, paragraph 8 of this Exhibit.

6. PROFESSIONAL LIABILITY. Professional liability (errors and omissions) insurance covering the engineering required by Section 8 “Engineering by Contractor”, carried by Contractor or by the licensed engineer of record, with limits of not less than $1,000,000 per claim and $2,000,000 aggregate. A claims-made policy is permitted, with a retroactive date on or before the first performance of engineering services and continuous coverage or an extended reporting period of not less than FIVE (5) YEARS after Final Acceptance.

7. EXCESS OR UMBRELLA LIABILITY. The limits required above may be satisfied by a combination of primary and excess or umbrella liability policies, provided the excess or umbrella policy follows form to the underlying commercial general liability, automobile liability and employer’s liability policies, is at least as broad as those policies, drops down to respond where an underlying policy proves uncollectible, and extends additional-insured status and primary and

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non-contributory treatment to the additional insureds on the same terms as the underlying policies.

3. GENERAL CONDITIONS.

1. ADDITIONAL INSURED. On each policy for which additional-insured status is appropriate and commercially available — including the commercial general liability, automobile liability, contractors pollution liability, and excess or umbrella policies — Contractor shall name “the City of Indio and its officers, officials, employees, agents, and volunteers” as additional insureds by endorsement, on forms at least as broad as ISO CG 20 10 (ongoing operations) and CG 20 37 (completed operations) for the commercial general liability policy. Additional-insured status is NOT required on professional liability or workers’ compensation policies, on which it is generally unavailable and, where available, may impair the coverage City is relying on.

A certificate alone is not acceptable evidence of any required endorsement.

2. PRIMARY AND NON-CONTRIBUTORY. Where City is an additional insured, that coverage is primary and non-contributory as respects the additional insureds (endorsement at least as broad as ISO CG 20 01), and any City insurance, self-insurance, or risk-pool coverage is excess. This condition applies to the policies on which additional-insured status is required and is not required on policies for which additional-insured status is not required.

3. WAIVER OF SUBROGATION. Contractor waives, and shall cause its insurers to waive by endorsement, all rights of subrogation against the additional insureds under the commercial general liability, automobile liability, workers’ compensation, and property or builder’s risk policies, and under any other policy on which a waiver is commercially available and appropriate to the coverage. A waiver of subrogation is NOT assumed to be available or appropriate on a professional liability policy; where Contractor’s carrier will not issue one on such a policy, that is not a breach of this Exhibit, and the requirement is satisfied by the waiver on the policies where it is available.

4. ENDORSEMENT AVAILABILITY. Where a required endorsement is not commercially available on a particular policy, or where the cost or administrative burden of obtaining it is disproportionate to the risk, City may accept a documented waiver of that endorsement requirement approved by the City’s Risk Manager and the City Attorney and recorded in the contract file. No dollar threshold applies to that determination; it is made on the risk and on availability.

5. ACT-OF-GOD INSURANCE; PUBLIC CONTRACT CODE SECTION 7105. Public Contract Code section 7105(a) caps a contractor’s responsibility for repairing or restoring act-of-God damage to the work at FIVE PERCENT of the contracted amount, and defines acts of God narrowly as earthquakes above magnitude

3.5 and tidal waves. Where the Contract Documents require builder’s-risk or

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course-of-construction insurance in order to insure the act-of-God risk that section 7105 governs, that requirement is imposed only on the conditions section 7105 states, including that the insurance premium is a SEPARATE BID ITEM, that the request for bids identifies the amount of the Work to be covered, and that evidence of satisfactory coverage is furnished to City BEFORE this Agreement is executed. Builder’s-risk or course-of-construction insurance required for reasons OTHER than the section 7105 act-of-God risk is governed by Section 2 of this Exhibit and is not subject to those conditions.

6. NOTICE. Policies shall not be canceled, non-renewed, or materially reduced except after 30 days’ written notice to City (10 days for nonpayment).

Contractor shall notify City in writing within 5 days of any cancellation, nonrenewal, or material reduction and shall replace coverage without lapse.

7. DEDUCTIBLES AND SELF-INSURED RETENTIONS. Deductibles and self-insured retentions above $25,000 must be declared to and approved by City; City may require that defense and indemnity obligations within any self-insured retention be satisfied by Contractor as though insured.

8. CLAIMS-MADE POLICIES. Where any required coverage is written on a claimsmade basis, the retroactive date shall be on or before the first performance of the Work, and Contractor shall maintain continuous coverage or an extended reporting period after Final Acceptance of not less than FIVE (5) YEARS for products and completed operations and for professional liability covering the engineering, and not less than THREE (3) YEARS for any other claims-made coverage. Renewal certificates shall be furnished annually.

9. SUBCONTRACTORS. Contractor shall require each subcontractor to maintain insurance meeting the requirements of this Exhibit appropriate to its scope (or shall include subcontractors as insureds under Contractor’s policies) and shall furnish evidence on request.

10.EVIDENCE. Before commencement of the Work and upon each renewal, Contractor shall deliver certificates of insurance and the required endorsements (or complete policy copies on request) to the City Clerk, City of Indio, City Hall, 100 Civic Center Mall, Indio, California 92201. City’s failure to demand evidence or to identify a deficiency is not a waiver.

11.NO LIMITATION. The insurance requirements of this Exhibit do not limit Contractor’s indemnity or other obligations, and the availability or exhaustion of limits does not reduce them.

12.HIGHER LIMITS. If Contractor maintains broader coverage or higher limits than the required minimums, City is entitled to the broader coverage and higher limits actually maintained.

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EXHIBIT “F”

PREVAILING WAGE AND DIR COMPLIANCE RIDER
This Rider is attached to and incorporated in the Goods and Services Agreement between the City of Indio and Contractor to which it is attached (in this Rider, the “Contract” or the “Agreement”). Capitalized terms not defined in this Rider have the meanings the Agreement gives them.

1. PUBLIC WORKS; DIR MONITORING.

The Covered Work, as Section 34 “Prevailing Wage; DIR Registration; Certified Payroll; Apprenticeship; Working Hours” defines it, is a public work under Labor Code section 1720 et seq., is subject to compliance monitoring and enforcement by the Department of Industrial Relations, and has been or will be registered with DIR (PWC-100) by City within the time required by Labor Code section 1773.3.

Contractor acknowledges the contract documents so state, as required by Labor Code section 1771.4.

2. PREVAILING RATES.

Contractor and every subcontractor shall pay not less than the applicable general prevailing rates of per diem wages, including holiday and overtime work, and employer payments for health and welfare, pension, vacation, travel, and similar purposes, as determined by the Director of Industrial Relations for the locality and each craft, classification, or type of worker needed. Copies of the determinations are on file at City’s principal office, are available at www.dir.ca.gov, and shall be posted by Contractor at each job site as required by Labor Code section 1773.2. If the Director issues a change or a predetermined increase applies during the term, Contractor shall pay the adjusted rates without change in the Contract Price.

3. REGISTRATION (LABOR CODE §§ 1725.5, 1771.1).

Contractor and each subcontractor of every tier shall be currently registered with DIR and qualified to perform public work at award and throughout performance, and at bid submission where the Agreement was competitively bid. The smallproject exemptions of Labor Code sections 1725.5(f) and 1771.1(n) do not apply to the Covered Work. Contractor shall verify subcontractor registration and shall not list, contract with, or permit performance by an unregistered subcontractor.

Registration lapses during performance must be cured as permitted by statute; failure is grounds for withholding and termination.

4. CERTIFIED PAYROLL AND ELECTRONIC SUBMISSION (LABOR CODE §§ 1776, 1771.4).

Contractor and each subcontractor shall keep accurate certified payroll records showing the name, address, social security number, work classification, straighttime and overtime hours worked each day and week, and actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed on the

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51 | P a g e Exhibits
Covered Work, verified under penalty of perjury; shall furnish those records to the Labor Commissioner in electronic format at least monthly, or more frequently if the Contract so specifies, as required by Labor Code section 1771.4(a)(3); shall furnish certified copies within 10 days of any written request as required by Labor Code section 1776(b); and shall make them available for inspection as provided by section 1776, subject to the redaction rules of that section. Two distinct penalty regimes apply and are not interchangeable: failure to comply with a written request under section 1776 forfeits $100 for each calendar day, or portion of a day, for each worker, until strict compliance, without aggregate cap (section 1776(h)); failure to furnish records to the Labor Commissioner as required by section 1771.4(a)(3) carries a separate penalty of $100 per day, capped at $5,000 per project, accruing only after the 14-day grace period that section allows. Where a public request for certified payroll records is made through City and City does not hold the records, Contractor shall furnish them to City within 10 days of City’s written notice; City shall notify the Division of Labor Standards Enforcement of any failure, and DLSE may request that section 1776(h) penalties be withheld from progress payments then due (Labor Code section 1776(b)(3)–(4), as added by AB 538, eff. 1/1/2026). Furnishing electronic payroll data to DLSE does not satisfy a section 1776 written request.

5. APPRENTICES (LABOR CODE §§ 1777.5, 1777.1, 1777.7; 8 CCR §§ 230, 230.1).

On Covered Work with a contract price of $30,000 or more (Labor Code section 1777.5(o)), Contractor and its subcontractors shall comply with apprenticeship obligations for each apprenticeable craft, including: submitting contract-award information (DAS 140) to each applicable apprenticeship committee within 10 days of execution of the prime contract or subcontract and in no event later than the first day workers are employed on the public work (8 CCR section 230(a)); employing apprentices in a ratio of not less than one hour of apprentice work for every five hours of journeyman work, unless a statutory exemption applies (Labor Code section 1777.5(g)); requesting dispatch of apprentices (DAS 142) not less than 72 hours, excluding Saturdays, Sundays and holidays, before apprentices are required (8 CCR section 230.1(a)); submitting a verified statement of journeyman and apprentice hours within 60 days after contract completion; and making trainingfund contributions. Civil penalties are as provided in Labor Code section 1777.7 — up to $100 for each full calendar day of noncompliance, and up to $300 for each full calendar day for a second or subsequent violation within three years in which apprenticeship training was not provided; for a first violation the Labor Commissioner may instead order Contractor to provide apprentice employment equivalent to the hours that should have been provided. In addition, a contractor determined by the Labor Commissioner to have knowingly committed a serious violation of section 1777.5 may be denied the right to bid on, be awarded, or perform work as a subcontractor on any public works contract for up to one year for

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52 | P a g e Exhibits
a first violation and up to three years for a second or subsequent violation (Labor Code section 1777.1(d)).

6. WORKING HOURS (LABOR CODE §§ 1810–1815).

Eight hours of labor constitutes a legal day’s work. Contractor shall forfeit, as a penalty to City, $25 for each worker employed in the execution of the Contract by Contractor or any subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in one day or 40 hours in one week, except work performed at not less than one and one-half times the basic rate of pay as permitted by section 1815.

7. PENALTIES; WITHHOLDING (LABOR CODE §§ 1775, 1726, 1727).

Contractor and its subcontractors are subject to the penalties of Labor Code section 1775 for payment of less than the required prevailing rates — not more than $200 for each calendar day, or portion of a day, for each worker paid less than the prevailing rate, subject to the statutory minimums of $40, $80 and $120 per day depending on prior history and willfulness — in addition to back-wage liability.

Contractor is responsible for a subcontractor’s violations unless Contractor satisfies ALL FOUR safe-harbor conditions of Labor Code section 1775(b), each of which is incorporated as a covenant of this Rider: (a) the subcontract includes copies of Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815; (b) Contractor monitors the subcontractor’s compliance by periodic review of the subcontractor’s certified payroll records; (c) upon becoming aware of any failure by the subcontractor to pay the required prevailing rate, Contractor diligently takes corrective action, including retaining sufficient funds due the subcontractor to correct the underpayment; and (d) prior to making final payment to the subcontractor, Contractor obtains from the subcontractor an affidavit signed under penalty of perjury stating that the subcontractor has paid the required prevailing rates. Failure to satisfy any one of the four conditions forfeits the defense. City shall withhold contract payments as required when notified by the Labor Commissioner and may withhold amounts reasonably necessary to cover unpaid wages and penalties of which it has notice.

8. WORKERS’ COMPENSATION CERTIFICATION (LABOR CODE § 1861).

Contractor shall execute and file with City, before commencing the Covered Work, the following certification, and shall obtain the same certification from each subcontractor:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

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53 | P a g e Exhibits

9. EMPLOYMENT OF PERSONS; NONDISCRIMINATION; DEBARMENT.

Contractor shall comply with Labor Code sections 1735 (nondiscrimination) and 1777.1 et seq. and shall not employ on the Covered Work any contractor or subcontractor that is ineligible under Labor Code section 1777.1 or section 1777.7 or otherwise debarred under the Labor Code or the Public Contract Code.

Contractor certifies that it is not currently debarred or ineligible and shall notify City immediately of any debarment or ineligibility action. Contractor acknowledges that a subcontract with a debarred subcontractor is void as a matter of law, that the debarred subcontractor may receive no public money for the work, that any public money already paid must be returned to City, and that Contractor remains responsible for paying the workers employed by the debarred subcontractor (Public Contract Code section 6109).

10. FLOW-DOWN; RECORDS; SURVIVAL.

Contractor shall insert this Rider (or provisions imposing identical obligations) in every subcontract of every tier for the Covered Work and shall be responsible for subcontractor compliance. Records required by this Rider shall be retained for the period required by Labor Code section 1776 or by Section 41 “Records; Audit; Public Records” of the Agreement, whichever is longer. The obligations of this Rider survive completion and acceptance of the Covered Work.

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City Council
October 7, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Renewal of the three-year Small Government Enterprise Agreement (SGEA) between the City of Indio and Environmental Systems Research Institute, Inc in the amount of $236,408.91.

RECOMMENDATION:

Approve the renewal of the Small Government Enterprise Agreement (SGEA) with Environmental Systems Research Institute and the City of Indio for three years in the amount of $236,408.91.

SUMMARY:

The City of Indio will enter into a three-year enterprise licensing and support agreement with Environmental System Research Institute (ESRI) for geospatial information system (GIS) software.

The cost of the licensing is $78,802.97 annually for a total of $236,408.91, inclusive of tax. The use of GIS has slowly been accelerating in the City for the last several years and has grown into an integral part of how the City performs its daily functions.

BACKGROUND INFORMATION:

The City of Indio entered its first SGEA with ESRI in 2014 and has renewed it every three years since. With the SGEA the City of Indio will receive the right to use and support for the software listed in the agreement. Since the first licensing agreement was put into place the City has integrated GIS into daily use from basic maps to developing an Utility Network. GIS will integrates directly with the City's land management system, is integral for the upcoming CAD/RMS replacement project, and we have incorporated ESRI's Indoors into our renewal. ESRI Indoors will integrate with the City's asset management system to assist with the maintenance for our new facilities.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$78,802.97 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment:

Next FY Financial
Impact:
$78,802.97 Strategic Objective:

Source of funds: Information Technology - ISF Fund-Org-Object Reference:
602-521084
ATTACHMENTS:

AGENDA ITEM #11.9
Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 223 of 883 Q-580973-20260911-1723

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 224 of 883 Quotation # Q-580973
Date: September 11, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 149216 Contract # ENTERPRISE

AGREEMENT
City of Indio
Information Technology Dept
100 Civic Center Mall
Indio, CA 92201-4434
To expedite your order, please attach a copy of ATTENTION: Tony Sturgill this quotation to your purchase order. PHONE: (760) 391-4002 Quote is valid from: 8/13/2026 To: 11/11/2026 EMAIL: [email protected] Small Government Enterprise
Agreement 2026 - 2029
Material Qty Term Unit Price Total
193206 1 Year 1 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 2 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription 193206 1 Year 3 $60,300.00 $60,300.00
Populations of 50,001 to 100,000 Small Government Enterprise Agreement Annual Subscription Year 1 Additional Products
Material Qty Term Unit Price Total
181071 1 $12,162.50 $12,162.50
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription Year 2 Additional Products
Material Qty Term Unit Price Total
181071 1 $12,162.50 $12,162.50
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Peter Thomas
Email:
[email protected]
Phone:
(909) 369-2192
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

THOMASP This offer is limited to the terms and conditions incorporated and attached herein.

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 225 of 883 Quotation # Q-580973
Date: September 11, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 149216 Contract # ENTERPRISE

AGREEMENT
City of Indio
Information Technology Dept
100 Civic Center Mall
Indio, CA 92201-4434
To expedite your order, please attach a copy of ATTENTION: Tony Sturgill this quotation to your purchase order. PHONE: (760) 391-4002 Quote is valid from: 8/13/2026 To: 11/11/2026 EMAIL: [email protected] Material Qty Term Unit Price Total
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription Year 3 Additional Products
Material Qty Term Unit Price Total
181071 1 $12,162.50 $12,162.50
ArcGIS Indoors Maps for ArcGIS Online Annual Subscription Subtotal: $217,387.50
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $217,387.50
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Peter Thomas
Email:
[email protected]
Phone:
(909) 369-2192
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

THOMASP This offer is limited to the terms and conditions incorporated and attached herein.

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 226 of 883 Quotation # Q-580973
Date: September 11, 2026
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 149216 Contract # ENTERPRISE

AGREEMENT
City of Indio
Information Technology Dept
100 Civic Center Mall
Indio, CA 92201-4434
To expedite your order, please attach a copy of ATTENTION: Tony Sturgill this quotation to your purchase order. PHONE: (760) 391-4002 Quote is valid from: 8/13/2026 To: 11/11/2026 EMAIL: [email protected] _________________________________________________________________________________________________________________________________ If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request.

If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.

BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK.

Please check one of the following:
___ I agree to pay any applicable sales tax.
___ I am tax exempt, please contact me if exempt information is not currently on file with Esri. ___________________________________________ ________________________ Signature of Authorized Representative Date
___________________________________________
Name (Please Print)
___________________________________________
Title
_________________________________________________________________________________________________________________________________ The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).

Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Peter Thomas
Email:
[email protected]
Phone:
(909) 369-2192
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

THOMASP This offer is limited to the terms and conditions incorporated and attached herein.

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 227 of 883 Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-3)
This Agreement is by and between the organization identified in the Quotation (“Customer”) and Environmental Systems Research Institute, Inc. (“Esri”).

This Agreement sets forth the terms for Customer’s use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities (annual subscription)
ArcGIS Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer
ArcGIS Enterprise Additional Capability Servers
ArcGIS Image Server
ArcGIS Online User Types
ArcGIS Online Viewer User Type
ArcGIS Enterprise User Types
ArcGIS Enterprise Viewer User Type
Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 30 ArcGIS Enterprise Contributor User Type 30 ArcGIS Online Mobile Worker User Type 150 ArcGIS Enterprise Mobile Worker User Type 150 ArcGIS Online Creator User Type 150 ArcGIS Enterprise Creator User Type 150 ArcGIS Online Professional User Type 40 ArcGIS Enterprise Professional User Type 40 ArcGIS Online Professional Plus User Type 40 ArcGIS Enterprise Professional Plus User Type 40 ArcGIS Pro (Add-on Apps) for ArcGIS Online Creator or
Professional User Type
ArcGIS Pro (Add-on Apps) for ArcGIS Enterprise
Creator or Professional User Type
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
40 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
40 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 40 ArcGIS Location Sharing for ArcGIS Enterprise 40 ArcGIS Online Service Credits 100,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 30
Other Benefits
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 228 of 883

Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement (“Ordering Document”). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER’S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri’s receipt of an Ordering Document, unless otherwise agreed to by the parties (“Effective Date”).

Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 229 of 883

1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
“Case” means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.
“Deploy”, “Deployed” and “Deployment” mean to
redistribute and install the Products and related
Authorization Codes within Customer’s
organization(s).
“Fee” means the fee set forth in the Quotation.
“Maintenance” means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
“Master Agreement” means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/enus/legal/terms/full-master-agreement and available in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.
“Product(s)” means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.
“Quotation” means the offer letter and quotation
provided separately to Customer.
“Technical Support” means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
“Tier 1 Help Desk” means Customer’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(s).
“Tier 1 Support” means the Technical Support
provided by the Tier 1 Help Desk.
“Tier 2 Support” means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer’s consultants or
contractors to use the Products exclusively for
Customer’s benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer’s benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or governmentPage 8 of 11 AGENDA ITEM #11.9 Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 230 of 883

owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body’s approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer’s use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/otherresources/product-life-cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/enus/legal/terms/maintenance). At Esri’s sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer’s authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 231 of 883

supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer’s
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri’s OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners’ business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners’ application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer’s access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.
c. Esri’s federal ID number is 95-2775-732.
d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customer’s centralized point
of contact.
b. The following information will be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 232 of 883

9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer’s acquisition of another entity; or (iii) a transfer or sale of all or part of Customer’s
organization (subsections i, ii, and iii, collectively
referred to as “Ownership Change”). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer’s organization, that
portion of Customer’s organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.

Renewal of the three-year Small Government Enterprise Agreement (SGEA) b... Page 233 of 883 City of Indio
City Council
October 7, 2026

STAFF REPORT
To: City Council
From: Jonathan Nicks, City Manager
Prepared by: Miguel Ramirez-Cornejo, Dir. of Economic Development Subject: Authorization to Negotiate and Execute a Purchase and Sale Agreement with Andres James Carrera and Noemi Selene Carrera Vega for property located at 45855 Smurr Street Oasis Street (APN 611-232-011) for a total not-toexceed $340,000 RECOMMENDATION:

Staff recommends the City Council: (1) Authorize the City Manager to negotiate and execute a Purchase and Sale Agreement with Andres James Carrera and Noemi Selene Carrera Vega for the property located at 45855 Smurr Street (APN 611-232-011) for a total not-to-exceed $340,000; (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:

This property is comprised of approximately a 7,405 square-foot lot (APN 611-232-011), as shown in Attachment 1. The Purchase and Sale Agreement (Attachment 2) will be for a total not-to-exceed $340,000 for the purchase price, escrow, and title fees. Staff recommends acquiring this property 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. The property owner contacted City staff to inquire whether the City would be interested in purchasing the property. Following discussions and negotiations, the seller reached an agreement for the City to purchase the property. Under the terms of the agreement, the City will pay 100% of the escrow and title fees, as well as the owner’s realtor compensation of 3% of the purchase price.

General Plan Conformity: The property falls within Downtown Specific Plan (DT-SP) under the City of Indio General Plan 2040 characterized as supporting lively, thriving downtown area by accommodating multi-story, mixed-use buildings at higher intensifies. Also providing for vertical and AGENDA ITEM #11.10
Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 234 of 883 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:
340,000 In current year budget: Yes
Current FY General
Fund Impact:
340,000 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:
$340,000 to cover the purchase price, title and escrow fees, and other costs related expenses

ATTACHMENTS:

Purchase and Sale Agreement - Attachment 2
Property Location Map - Attachment 1
APPROVAL(S):

Miguel Ramirez-Cornejo, Dir. of Economic Development Approved - 29 Sep 2026 Ruby D. Walla, Director of Finance Approved - 30 Sep 2026 Steven Graham Pacifico, City Attorney Approved - 30 Sep 2026 Jonathan Nicks, City Manager Approved - 30 Sep 2026

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 235 of 883 1 PURCHASE AND SALE AGREEMENT

BETWEEN THE CITY OF INDIO AND ANDRES JAMES CARRERA AND NOEMI

SELENE CARRERA VEGA
(APN # 611-232-011)
This Purchase and Sale Agreement (“Agreement”) is entered into this 8th day of October, 2026 (“Effective Date”), by and between THE CITY OF INDIO, a California municipal corporation (“Buyer”) and ANDRES JAMES CARRERA AND NOEMI SELENE CARRERA VEGA, brother and sister (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 45855 Smurr Street, Indio, California, bearing Assessor Parcel No. 611-232-011 (“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, vacant and unoccupied, 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

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 236 of 883 2 to provide the terms and conditions for the purchase and sale of the Property.

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 Three Hundred TwentyFive Thousand Dollars ($325,000) (“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

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 237 of 883 3 immediately available funds in accordance with the provisions and requirements of this Agreement.

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 Forty-five (45) 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 fifty-fifth (55th) day after the Effective Date that:

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 238 of 883 4 (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 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,

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 239 of 883 5 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.

3.2 Closing Date. Escrow shall close on or before ninety (90) 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
(d) written acknowledgement pursuant to Section 3.9 that the Property is vacant and unoccupied.

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.

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 240 of 883 6 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.

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 that confirms that the Property is vacant;

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

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 241 of 883 7 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 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 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 100% of the escrow fees at $3,736, the additional cost for an ALTA owner’s title policy, CLTA standard form title policy, and associated costs if obtained by Buyer. The parties acknowledge that Buyer is exempt from the payment of documentary transfer tax.

3.9 Brokerage Commission. Griselda Gonzalez (License No. #02072421) (“Broker”) is the broker of record for Seller and has been engaged in the transaction contemplated by this Agreement. Buyer shall be responsible for, and pay, the brokerage commission of the Broker at $9,750 and shall indemnify, defend, protect, and hold harmless the

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 242 of 883 8 Buyer, from and against all claims arising from or in connection with communications or agreements with any agent, broker, finder, or similar person or entity in connection with the transaction described herein.

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 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

Purchase and Sale Agreement with Andres James Carrera and Noemi Selene C... Page 243 of 883 9 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 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