12 RESOLUTION NO 2001 THE INDIO WATER

RESOLUTION

OF

AUTHORITY

OF

THE

CITY

OF

INDIO

CALIFORNIA

APPROVING THE ASSIGNMENT AND ASSUMPTION AGREEMENT

UNDER THE WATER SYSTEM LEASE

WHEREAS the City of Indio a California general law city and a municipal corporation the City currently owns and operates a water system the Water

System

residents of the for the benefit of the residents and certain non of

City

and

WHEREAS

as

April 19 2000

the

City of Indio formed the Indio Water authority pursuant to the terms and conditions Agreement and

Redevelopment Agency of the Authority the Authority as a joint powers

City

and the

of that certain Joint Exercise of Powers

WHEREAS the Authority determined that it was Authority to lease the Water System from the City and

in the best interests of the

WHEREAS on May 21 2001 the Authority approved Lease Agreement by and between the City and the Authority

water

system

lease

and First Amendment effective date of

WHEREAS on September 17 2001 the Authority approved a to Lease the Amendment providing among other things that the the Water System Lease shall be November 1 2001 and WHEREAS the Lease Agreement and collectively as the Lease and

the Amendment hereinafter sometimes

are

referred to

vel to the Alath Jl CaJe plovldeJ that the silty JIIQII del lty all VVHEREAS the L executed and acknowledged Assignment and Assumption Agreement substantially in the farm and content of Exhibit L to the Lease Agreement NOW

THEREFORE

THE

INDIO

WATER

AUTHORITY

DOES

HEREBY

RESOLVE AS FOLLOWS Section 1 The

Authority hereby
as

Agreement

attached hereto

approves the Assignment and Assumption Exhibit A and incorporated herein by this reference and after its passage and

Section 2

This

Resolution shall take effect from

approval

PASSED following vote

AYES

APPROVED AND ADOPTED this 15th

day

of

October 2001 by

the

Baughn Beethel Friestad Harmon Hunt Loez Wilson Godfrey

Fesmire

NOES NONE ABSENT

ME ATTEST

IE F

MIRE

PR

SIDENT

r
y

CY

THIA HERNANDEZ

RETARY SE

CERTIFICATION

I Cynthia Hernandez Secretary to the Indio foregoing to be a full true and correct copy of
Board of Commissioners of the Indio Water

Authority do hereby certify 12 adopted by 2001 Authority at a regular meeting held

Resolution No

Water

the the
on

October 15th

2001

Cynthia

Hernandez

Secretary

EXHIBIT A 12 RESOLUTION NO 2001 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSL AGREEl NTthe Assign THIS ASSIGh NTAND TMPTION nent is made identification and between THE INDIO of 2001 for this 1st day November purposes only by WATER AUTHORITY Authority and the CITY OF INDIO City RECITALS

A wherein

May 22 2001 City and Authority executed City leased to Authority substantially all of the assets
On of water service within the

that certain Lease of

Lease

City

used

or

useful in the

provision
and

City Boundaries depicted

on

Exhibit A attached hereto

by

this reference

incorporated

herein in part that City would assign to Authority during the term agreements listed in Exhibit B attached hereto and by this

B of the

The Lease

provided
or

Lease

those contracts herein

reference C

incorporated
City

Contracts
assign
to

now

desires to

Authority

and

Authority

now

desires to accept such

assignment

of the Contracts

NOW THEREFORE IN CONSIDERATION OF THE FOREGOING RECITALS

THE MITTUAL BENEFITS ACCRUING TO THE PARTIES GOOD AND VALUABLE CONSIDERATION THE WHICH ARE HEREBY ACKNOWLEDGED IT IS HEREBY AGREED AS FOLLOWS
n A r i Ci y n a l
t

HERETO AND OTHER RECEIPT AND ADEQUACY OF

aa n i s aiiu

uiisfers

tr

tl its 0

or u4

all
u

City c

t l ri title and

111141

interest in and to the Contracts

perform

and be bound

Assumption Authority accepts the assignment made hereby and agrees by all of the terms and conditions and covenants of the Contracts

to

keep

City represents and warrants to Authority that a neither the City nor any party listed in the Contracts is in default in any material respect of any of the terms and conditions of the Contracts and b except as otherwise disclosed to Authority in writing City has the right to assign each and every Contract without the prior written consent of any
3

Representations

party

to the Contracts

4 its

Indemnities

a City

agrees to

indemnify
and fees and
to pay

defend and hold

harmless Authority

costs expenses including reasonable or all of them ever pays or is legally breach

officers directors employees agents attorneys thereof prior

successors

assigns costs

from any and all claims actions damages or liabilities which any
to the Contracts

obligated

relating

or

default

or

to the Commencement Date

as

that term is defined in the

Lease

indemnify defend and hold harmless City its officers directors employees agents successors and assigns from any and all claims actions costs expenses including reasonable attorneys fees and costs damages or liabilities which any or all of them

b Authority

agrees to

ever

pays

or

is

legally obligated

to pay

relating

to

breach

or

default of the Contracts

by

Authority
S

after the Commencement Date CJeneral Provisions

prevailing including enforcing any judgment

brought to enforce or interpret any part of this Assignment the shall be entitled to recover all reasonable costs and expenses of the action party without limitation attorneys fees and costs and attorneys fees and costs incurred in
In the event suit is

b
subject written

is the entire agreement between the parties hereto with respect to the matter hereof and supersedes all prior agreements and understandings whether oral or between the parties with respect to the matters contained in this Agreement All oral This

Assignment

concerning this Assignment except by subsequent modification in writing

representations

or

modifications

shall be of

no

force and effect

This

Assignment

unless and until all

parties

may be executed in counterpart but shall be without force hereto have executed this Assignment or a counterpart

or

effect

Each party agrees to perform any further acts and to execute and deliver any documents which would be reasonably necessary to carry out the provisions of this Assignment

for in

or

e The provisions of this Assignment shall against any party based upon any attribution

be construed
to such

as as

to their fair to the

party

source

meaning and not of the language

question f
All

questions

liabilities of the California

parties

with respect to the construction of this Assignment the rights and to this Assignment shall be governed by the laws of the State of

IN WITNESS above written

WHEREOF

the

parties

hereto set their hands the

day

and year first

Authority
INDIO WATER
a

City
CITY OF INDIO

AUTHORITY joint powers authority

By
MELANIE

By FESMIRE
PRESIDENT BEN

GODFREY

MAYOR PRO TEM

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B EXHIBIT HXB B Z EX io VYater Authority to be be Assigned List of Contracts and Agreements to the the Ind Indio Water Authority Assigned to Agreements to
of Contracts st of List Li Contracts

d List of Contracts an

b 1997 dated May Memorandum by and between ing dated of Understanding May 28, n et 28 1997, e re morandum of Understand Me a e C th d an I2 SERVICES SUNLINE and the CITY OF INDIO. O E public agency SERVICES GROUP, DY cy GROUP a public SUNL T IN en ag

TYnOF

e 2-

the SOUTH. ued by AST AZ issued R IT iss c No. 3221 COAST AIR QUALITY SOUTH CO it D-73221 7 D by the No Permit ea T n Y U Q the OF INDIO CITY OF to the INDIO da ted Ma CITY dated May 1997. STRICT to DISTRICT 97 NAGEMENT DI MANAGEMENT y 33, 19 2fiA
e SOUTH SOUTH COAST issued by th the issued by R QUALITY R-D69902 AIR COAST AI 69902 D No R Permit er No. I t i AI Y U Q T to TY OF OF IND'IO d 10 I YO CI te CT IND da to the CITY dated May 10, 1993. RI Ma NT DISTRICT ST ME e 93 DI th GE Y 19 MANAGEMENT NA MA b R QUALITY H COAST issued by R-D69902 issued the SOUTH AIR No COAST AY t No. i e I D69902 R Permit QUALITY t TY OF e CI th d CT IC to D te the RI CITY OF INDIO dated January 12, DISTRICT IN da ST NT DI MANAGEMENT ME MANAGE anuary 12 1994. 994 3
T e SO ued by R QUALITY No AI Pemlikit No. D D-73171 issued by th the SOUTH COAST AIR errIIlt I 3171 iss 7 QUALITY CT to e RI D th t TY OF ST IN pH 5 d E CI DI DISTRICT to the T CITY OF INDIO dated May 5, 1993. 99 3 G MANAGEMENT A N y N E Ma A M S

3 3-

-4-

e SOUTH ued by it No iss quit No. D D-73222 issued by th the 3222 Sp COAST H COAST AIR QUALITY Pew 7 herm QUALITY R7 AI e to CT th TY OF O d RI i l NT CI DI te MANAGEMENT DISTRICT to the CITY OF INDIO ST IN ME da dated May 7, 1993. 93 DI GE 19 NA aY MA

ued by the SOUTH R QUALITY 31 iss Peziait No. 2 D-73172 issued by the AIR COAST AI SOUTH COAST 7 D QUALITY Permit No to O e d DI to the th CT TY OF IN RI ed 93 CI MANAGEMENT DISTRICT CITY OF INDIO dated May 5, 1993. ac ST 19 DI y T 5 Ma N N A 1 E G
73173 issued D issued Permit No D-73173 erlnit No. the MANAGEMENT DISTRICT to the EMENT DISTRICT N G
9

b TH COAST by the SOUTH COAST AIR AIR QUALITY QUALITY g INDIO IO dated CITY tp IND CITY OF 5, dated May y 1997 Ma 5 1997.

7 D the SOUTH Permit issued by No D-73174 SOUTH COAST COAST AIR AIR QU y the ermi No. 1 QUALITY ALITY C ITY OF the CITY DIO da to the NT DISTRICT MANAGEMENT 5 19 OF IN INDIO dated May 5, A ted Ma 93 GEME 1993. DISTRICT to M NA Y

1D

b o D-73175 N Permit issued the SOUTH COAST 73175 D issued by COAST AIR AIR QUALITY ermit No. Z QUALITY K dated F INDIO the CI TY tO IO to the MANAGEMENT CITY OF INDUT DISTRICT to May 5, 1993. dated Ma 1993 y 5 NAGEMENT DISTRICT A 1 A ril 10, No 311099 No. granted as of of April 19 96 by Eh anted as 10 1996 e 311099 gr the x COAST SOUTH DISTRICT to T COAST AIR AIR QUALITY SOL1 T EN QUALITY MANAGEMENT to CT OF EM CITY_ OF the_. RI AG TY h DIST N the CI 2=100. 3ND2

13

Application plication Ap

N D-73176 2 Permit 3 12erxni No. I t Issued by the SOUTH 73176 issued D by the Q U ALITY COAST AIR SOUTH COAST AIR QUALITY CT the CITY to the MANAGEMENT to 5, OF INDIO DISTRI CITY OF d ated May NAGEMENT DISTRICT INDIO dated MA 1993 y Ma 5 1993.

3 311100 granted 13. Application as of e of April APplicatio No. 311100 by the grarited as 1996 b r 10, 10 1996 i y th Ap i H UT T SO SOUTH COAST COAS AIR AIR QUALITY QUALITY MANAGEMENT to the the .CITY clT Y OF MANAGEME N T DISTRICT DISTRICT to 3rNDI0 INDIO.

14_
5 3

z No. 1 N D-73177 Permit e P 1 the SOUTH 73177 issued D bY the issued by T COAST L 2L T C QUALITY SfJU b COAST AIR Ate A CT to C t the tie CITY IS T P T lumaczaEuT OF 5, F INDIO INDro dated EAtT DISTRICT E 1 1993. gated May y Ma 5 1993
t I m e to the th CITY MANAGEMENT 5, 1993. F INDIO ANAGEMENT DISTRICT CITY OF DISTRICT to INDIO dated dated May 1993 May 5
e

as_

No D-73178 Permit No. issued 73178 D ued by the t QUALIIY iss SOUTH COAST AIR' SOUTH COAST AIR QUALITY
e

to pro vice to Z l Agr Oral Agreement provide stand-by service to the the Car Carver Tract 16. ver T Ora vide sta tact eement to y ser ndb ount No of Ind 3 0 subject io Acc Mutual Ipdio Account No. 2626 26263-0 utual pursuant S 3 ty of Ca pursuant to City subject rg ined in to to the Rates Charges (as defined in the the Lea Lease) existing at Rates and Cha as def se exi sting at is requested. service is the the time service requested
es

to d 7 a vx b e l A e to rvx Oral Agreement provide stand-by service to the the Wa Waller Tract pro ller Tra Ora se 17. nd c y sta ct g reement to t Na oun Acc the to to es pursuant to Account No. 20761-0 subject to the Rates and Rat nt sua and pur t 1 b 6 c 7 u 20 s O e the time time service service is at the Charges is req requested. uested existing at Charges existing

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