INTERGOVERNMENTAL AGREEMENT

THIS INTERGOVERNMENTAL AGREEMENT ("Agreement?) by' and between the Agua Caliente
Band of Cahuilla Indians, a federally recognized Indian tribe ("Tribe?) and the County of Riverside,
California ("County?) is dated and effective as of September 2019. Tribe and County are
sometimes hereinafter referred to as a "Party? and collectively as the "Parties.? The terms
"Tribe? and "County? as used herein shall include the Parties? governmental entities,
departments, and officials unless otherwise stated.

RECITALS

WHEREAS, the Tribe is a federally recognized Indian tribe located on federal trust lands,
which are located within the geographic boundaries of the cities of Palm Springs, Cathedral City,
Rancho Mirage, and the County of Riverside; and

WHEREAS, the Tribe has inhabited the Coachella Valley and the surrounding mountains
since time immemoriai; and

WHEREAS, the Agua Caliente Indian Reservation was established through Executive Order
signed by President Ulysses S. Grant on May 15, 1876 and enlarged through Executive Order
signed by President Rutherford B. Hayes on September 29, 1877, affirming the Tribe?s sovereignty
and land-base; and

WHEREAS, under the Indian Gaming Regulatory Act, 25 U.S.C. 2701 et seq. the
Tribe may engage in gaming as a means of promoting Tribal economic development, self-
sufficiency, and strong Tribal government; and

WHEREAS, generally requires that Class gaming be conducted pursuant to a Tribal-
State Class gaming compact; and

WHEREAS, on or about August of 2016, the Tribe entered into a gaming compact with the
State of California, as contemplated under with an effective date of October 31, 2016 (the
?Compact?; and

WHEREAS, the Tribe desires to operate tribal economic development projects in a manner
that benefits the Tribe, its members, and the community as a whole, and the County recognizes
the mutual benefit that can be derived if those goals are achieved; and

WHEREAS, the Tribe has successfully developed and now operates and maintains two
Existing Gaming Facilities (defined below) pursuant to and the Compact; and

WHEREAS, the Tribe has determined that a new gaming facility (the ?New Gaming
Facility?) within the City of Cathedral City featuring gaming activities authorized under
and the Compact, would be a way in which to generate independent Tribal resources to

provide for the health, education, employment, government, general welfare, safety, and
cultural needs of the Tribe; and

WHEREAS, in addition to the Existing Gaming Facilities, which have become major tourist
attractions, as regional employers, bringing millions of dollars into the local community, the Tribe
has successfully developed its lands with other economic development or governmental projects
that serve the Tribe and the community, including the Agua Caliente Casino Resort Spa, Village
Traditions condominium residential project, Twin Palms single family residential project, Trading
Post solar project, Heritage Plaza solar project, Indian Canyons Golf Resort, Indian Canyons, and
Agua Caliente Cultural Museum; and

WHEREAS, Section 11.7 of the Compact requires that before commencement of a
?Project,? as defined in the Compact, the Tribe must engage in certain Specified environmental
review processes and further provides for the Tribe and the County and any impacted city to
enter into an ?Intergovernmental Agreement? for: timely mitigation of any ?Significant Effect
on the Off-Reservation Environment,? as de?ned in the Compact; (ii) compensation for law
enforcement, fire protection, emergency medical services, and any other public services to be
provided the Tribe related to its gaming operations; reasonable compensation for programs
designed to address and treat gambling addiction; and (iv) mitigation of any effect on public
safety attributable to the Project; and

WHEREAS, the Parties recognize that this Agreement therefore is an important and
mutually beneficial means for furthering the government-to?government relationship between
the Parties and in building trust, mutual respect, good will, and copperation for the benefit ofthe
entire community; and

WHEREAS, the Tribe now anticipates the construction of the New Gaming Facility, which
constitutes a ?Project? under the Compact. In accordance with the Compact, the Bureau of
Indian Affairs has pr0perly issued a Notice of Preparation of An Environmental Assessment/
Tribal Environmental Impact Report to the State Clearinghouse in the State Office of
Planning and Research and the County for distribution to the public; posted the Notice of
Preparation on a publicly accessible website; filed a copy ofthe Draft and the Notice of
Completion of the Draft with the State Clearinghouse, State Gaming Agency, County and
City, California Department of Justice, and Office of the Attorney General; posted a copy of the
Notice of Availability/Completion of the Draft and a copy of the Draft on a
publicly accessible website; submitted the requisite copies of the Draft and Notice of
Availability/Completion ofthe Draft to the County; satisfied the forty-five (45) day public
comment period; and shall upon completion of the federal fee-to?trust acquisition process
prepare, certify, and make available to the County, State Clearinghouse, State Gaming Agency,
California Department ofJustice, and Office of the Attorney General a Final and

WHEREAS, the Tribe has also formally offered to begin negotiations of the
Intergovernmental Agreement with the County; and

WHEREAS, it is in the best interests of both Parties to enter into this Agreement for the
purposes set forth herein.

NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
SECTION 1. PURPOSES OF AGREEMENT

1.1 The purpose of this Agreement is to set forth certain agreements of the Parties
that are intended to:

Assure the timely implementation of measures for mitigating any
Significant Effect on the Off-Reservation Environment, as set forth in this Agreement; and

Establish a mutually agreeable process to identify and mitigate any
Significant Effect on the Off?Reservation Environment; and

Identify the process to resolve disputes that may arise between the County
and the Tribe under this Agreement; and

Create a framework for continuing to build and maintain a mutually
beneficial government?to?government relationship between the Tribe and the County; and

Identify ways for the Tribe and the County to work together to provide
additional services and benefits to the Tribal community and the County.

SECTION 2. DEFINITIONS
Capitalized words not otherwise specifically defined in this Agreement shall have the definitions
of such words as may be set forth in the Compact. The following terms shall be defined in this
Agreement as set forth in this Section:

2.1 "Agreement? means this Intergovernmental Agreement, which shall be deemed
to be the Intergovernmental Agreement between the Parties as required under Section 11.7 of

the Compact.

2.2 "City? means the City of Cathedral City, California, a California municipal
corporation.

2.3 "County? means the County of Riverside, California.

2.4 ?Compact? means the Tribal-State Compact between the State of California and
the Agua Caliente Band of Cahuilla Indians effective October 31, 2016.

2.5 means an environmental assessment prepared by the Bureau of Indian
Affairs pursuant to the requirements of the National Environmental Policy Act 42 United
States Code 4321 et seq.).

2.6 "Effective Date? means the date this Agreement is executed by both Parties and
so designated above in the introduction to this Agreement.

2.7 "Gaming Device? means a Gaming Device as defined in Section 2.10 of the
Compact.

2.8 means the Indian Gaming Regulatory Act, 25 U.S.C. 2701 et seq.

2.9 "Mitigation Measures" means the Tribe?s obligations and payments set forth in
subsection 3.3 below, which shall provide final mitigation with respect to the New Gaming
Facility.

2.10 ?New Gaming Facility? means a ?Gaming Facility" as defined in Section 2.12 ofthe
Compact, which the Tribe intends to construct on approximately 13.6?acres bordered by East
Palm Canyon Drive/Highway 111 on the south, Date Palm Drive on the east, Buddy Rogers
Avenue on the north, and commercial and vacant parcels within the City to the west, and which
is within the geographical boundaries of the City and contiguous to the Reservation, and also
within the County; and

2.11 "Reservation? means the Agua Caliente Indian Reservation and includes land
within the exterior boundaries ofthe Reservation as established by Presidential Executive Order,
federal patent, or deed, and any other lands held in trust by the United States for the Tribe.

2.12 ?Project? means an activity defined as a "Project? in Section 2.25 of the Compact.

2.13 ?Significant Effect(s) on the Off-Reservation Environment? shall be as defined in
Section 2.27 of the Compact.

2.14 "Tribal Environmental Impact Report? or is the report described in, and
subject to, Section 11.1 of the Compact.

2.15 "Tribe? means the Agua Caliente Band of Cahuilla Indians, a federally recognized
Indian tribe.

2.16 "Term? means the term of this Agreement as provided in subsection 11.7 of this
Agreement.

SECTION 3 NEW GAMING FACILITY EXPANSION MITIGATION MEASURES

3.1 New Gaming Facility. The Parties acknowledge that the establishment ofthe New
Gaming Facility may create off-Reservation impacts, including, but not limited to, the generation
of vehicle traffic and traffic-related events; law enforcement services; fire and emergency
medical services; noise, light, and related factors; and other effects. The Parties also
acknowledge that the New Gaming Facility will provide substantial benefits to the Tribe, City, and
surrounding communities, including increased employment, an important market for local
vendors, and an attraction to patrons, tourists, and revenues from out of the area.

3.2 New Gaming Facility Intergovernmental Agreement.

The Parties recognize that both the positive and negative effects of the
New Gaming Facility on the interests of the Parties may be difficult to quantify, but in the
government-to-government spirit that underlies this Agreement, and in order to address
Significant Effects on the Off-Reservation Environment that the New Gaming Facility may cause
and resolve differences of opinions between the Tribe and the County as to the extent and
materiality of any such Effects, the Parties have agreed to add certain mitigation measures that
take all of those positive and negative effects into account. The Mitigation Measures embodied
in this Agreement are intended to constitute the Intergovernmental Agreement between the
Tribe and the County to the extent required under Section 11.7 of the Compact with respect to
the Gaming Facility Expansion.

The Tribe and the County agree that any Significant Effect on the Off-
Reservation Environment from the New Gaming Facility will be adequately mitigated by the Tribe
as required by the Compact through its mitigation efforts identified in the Final and the
Mitigation Measures provided in subsection 3.3 below.

3.3 Mitigation Measures. The Tribe and the County agree that the mitigation noted
in subsections 3.2(a) and above, appears to be sufficient to mitigate any Significant Effect
on the Off-Reservation Environment given the already existing commitments between Tribe and
the County, outside of this Agreement, to provide annual funding to address County-operated
gambling addiction, mental health, and substance abuse programs in the area in and around
Cathedral City and the Coachella Valley within Riverside County. To ensure sufficient annual
funding to ameliorate potential effects, after the opening of the New Gaming Facility, at the
County?s request, the Tribe and County shall meet and confer to discuss whether the County has
been impacted by any Significant Effect on the Off-Reservation Environment attributable in
whole or in part to the New Gaming Facility, including but not limited to impacts relating to
gambling addiction, mental health, and substance abuse. To the extent the County
demonstrates a nexus between the New Gaming Facility and a Significant Effect on the Off-
Reservation Environment attributable in whole or in part to the New Gaming Facility, the Tribe
shall provide reasonable compensation to address, ameliorate, reduce, and/or compensate the
County for such demonstrated effect. If the Parties dispute the amount of reasonable
compensation, the Tribe and County shall schedule a follow up meeting to allow the County to

provide additional data and information at the subsequent meeting. The Tribe shall give written
notice of any such meetingjs) pursuant to the Notice provisions of this Agreement.

3.4 Regular Meetings of the Parties. In an effort to maintain and promote good
government-to-government relations between the Tribe and the County, the Parties?
designated representatives shall meet on a regular basis, every six (6) months to discuss issues
of mutual interest.

SECTION 4. FUTURE ENVIRONMENTAL REVIEW AND MEASURES

4.1 For any future changes to the New Gaming Facility beyond the scope
contemplated in the Final the Parties agree to follow the requirements of the Compact
or any requirements of any State Gaming Compact between the Tribe and the State of California
then in place. The Parties agree to commit to having a continuing dialogue with regard to mutual
collaboration on future governmental projects benefiting both the Tribe and County in the areas
of roadway infrastructure, law enforcement, public safety, and other such programs as may be
feasible.

SECTION 5. EFFECT OF FEDERAL LAWS REGARDING ENVIRONMENTAL 

5.1 Notwithstanding any provision to the contrary, the Parties acknowledge that the
Tribe is subject to federal laws and regulations regarding the environment and health and safety,
including, but not limited to, the Clean Water Act, Safe Drinking Water Act, Endangered Species
Act, IGRA, and the Occupational Safety and Health Act, and permit conditions including, but not
limited to, conditions in any National Pollution Discharge Elimination System permits. Except as
provided below, the Parties agree that the matters regulated by these laws, regulations, and
permits shall be matters that are between the Tribe and the federal agency having jurisdiction
over such statutes, regulations, and permits, and a violation of such statutes, regulations, and
permits shall not be considered in conflict with this Agreement or a required part of it. Consistent
with the above, the County shall retain whatever rights it may have with respect to participation
in the matters regulated by these laws, regulations, and permits, including without limitation, the
rights to take such administrative or legal actions as may be necessary to protect its rights in
accordance with the statutes and regulations applicable to the federal agency conducting the
proceedings.

5.2 Any dispute or disagreement the County has with a federal process or its outcome
thus shall only be subject to the remedies available in such process and not through the dispute
resolution or other provisions of this Agreement.

5.3 Nothing herein shall be construed as limiting the Parties? respective rights to reach
agreement on a voluntary basis with each other over such matters outside such federal process,
subject to applicable law and the sole discretion of each Party as to whether or not to negotiate
or agree on such matters outside the context of the federal process itself.

SECTION 6. CONFIDENTIALITY OF INFORMATION

6.1 The Parties acknowledge and agree that this Agreement is subject to the
requirements of the California Public Records Act (Government Code section 6250 et seq.) Each
Party (a ?Receiving Party?) acknowledges that the other Party (a ?Disclosing Party") may submit
information to the Receiving Party that the Disclosing Party considers confidential, proprietary,
or trade secret information pursuant to the Uniform Trade Secrets Act (California Civil Code
section 3426 et seq), or otherwise protected from disclosure pursuant to an exemption to the
California Public Records Act (including but not limited to Government Code sections 6254 and
6255) or other act. In order to designate information as confidential, the Disclosing Party must
clearly stamp and identify the specific portion of the material designated with the word
"Con?dential.? The Parties agree not to over?designate material as confidential. Over-
designation would include stamping whole agreements, entire pages, or series of pages as
confidential that clearly contain information that is not confidential. Upon request or demand
of any third person or entity not a party to this Agreement (?Requestor?) for production,
inspection, and/or copying of information designated by a Party as confidential information
(such designated information, the "Confidential Information?), the Receiving Party shall notify
the Disclosing Party as soon as practical that such request has been made. The Disclosing Party
shall be solely responsible for taking whatever legal steps are necessary to protect information
deemed by it to be Confidential Information and to prevent release of information to the
Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the
foregoingnotice from the Receiving Party, the Receiving Party shall be permitted to comply with
the Requestor?s demand and is not required to defend against it.

6.2 If required by applicable federal, state, local, or Tribal law, statute, ordinance, a
court, governmental authority, or agency having jurisdiction over a Party, including the
California Public Records Act, that Party may release Confidential Information, or a portion
thereof, as required by the applicable law, statute, ordinance, decision, order or regulation. In
the event a Party is required to release Confidential Information, such Party shall notify the other
Party of the required disclosure, such that the other Party may attempt (if such Party so
chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such
information in a confidential manner, and to prevent such information from being disclosed or
otherwise becoming part ofthe public domain.

6.3 Except as provided in this Section and the California Public Records Act, neither
Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any
time during or after the term of this Agreement, without the other Pa rty?s prior express written
consent. Each Party shall permit knowledge of and access to Confidential Information only to
those of its affiliates and to their respective attorneys, accountants, representatives, agents and
employees who have a need to know such Confidential Information related to this Agreement.

SECTION 7. DISPUTE RESOLUTION

7.1 Dispute Resolution Process. In recognition of the government-to-government
relationship of the Tribe and the County, the Parties shall make their best efforts to resolve
disputes that arise under this Agreement by good faith negotiations whenever possible.
Therefore, except for the right of either Party to seek injunctive relief against the other when
circumstances are deemed to require immediate relief, the Tribe and the County shall seek to
resolve disputes by first meeting and conferring in good faith in order to foster a spirit of
cooperation and efficiency in the administration and monitoring of the performance and
compliance of the terms, provisions, and conditions ofthis Agreement as follows:

Either Party shall give the other, as soon as possible after the event giving
rise to the concern, a written notice setting forth the facts giving rise to the dispute and with
specificity, the issues to be resolved.

The other Party shall respond in writing to the facts and issues set forth in
the notice within fifteen (15) days of receipt of the notice, unless both parties agree in writing to
an extension of time.

The Parties shall meet and confer in good faith by telephone or in person
in an attempt to resolve the dispute through negotiation within thirty (30) days after receipt of
the notice set forth in subsection 7.1(a) above, unless both Parties agree in writing to an
extension oftime.

If the dispute is not resolved to the satisfaction ofthe Parties after the first
meeting, either Party may seek to have the dispute resolved by an arbitrator in accordance with
this Section 7, but neither Party shall be required to agree to submit to arbitration.

Disputes that are not otherwise resolved by arbitration or other mutually
agreed means may be resolved in the United States District Court in the judicial district and
division where the Tribe?s New Gaming Facility is located, or if those federal courts lack
jurisdiction, in any state court of competent jurisdiction in or over the County. The disputes to
be submitted to court action include, but are not limited to, claims of breach of this Agreement.
Notwithstanding any other provision of law .or this Agreement, neither the County nor the Tribe
shall be liable for damages or attorney fees in any action based in whole or in part on the fact
that the Parties have either entered into this Agreement, or have obligations under this
Agreement. The Parties are entitled to all rights of appeal permitted bylaw in the court system
in which the action is brought.

In no event may the Tribe be precluded from pursuing any arbitration or
judicial remedy against the County on the ground that the Tribe has failed to exhaust its County
administrative remedies, and in no event may the County be precluded from pursuing any
arbitration or judicial remedy against the Tribe on the ground that the County has failed to
exhaust any Tribal administrative remedies.

7.2 Arbitration Rules between the Tribe and the County. Arbitration between the
Tribe and the County shall be conducted before a JAMS arbitrator in accordance with JAMS
Comprehensive Arbitration Rules. Discovery in the arbitration proceedings shall be governed by
Section 1283.05 of the California Code of Civil Procedure, provided that no discovery authorized
by that Section may be conducted without leave of the arbitrator. The Parties shall equally bear
the cost of JAMS and the JAMS arbitrator. Either Party dissatisfied with the award of the
arbitrator may at the Party?s election invoke the JAMS Optional Arbitration Appeal Procedure (or
if those rules no longer exist, the closest equivalent). In any JAMS arbitration under this
subsection 7.2, the Parties will bear their own attorney?s fees. The arbitration shall take place
within seventy-five (75) miles of the Gaming Facility, or as otherwise mutually agreed by the
Parties and the Parties agree that either Party may file a state or federal court action to enforce
the Parties? obligation to arbitrate, (ii) confirm, correct, or vacate the arbitral award rendered in
the arbitration in accordance with Section 1285 et seq. of the California Code of Civil Procedure,
or enforce or execute a judgment based upon the award. In any such action brought with
respect to the arbitral award, the Parties agree that venue is proper in any state court located
within the County of Riverside or in any federal court located in the Central District of California,
Eastern Division and all related appellate courts.

7.3 No Waiver or Preclusion of Other Means of Dispute Resolution. This Section 7
shall not be construed to waive, limit, or restrict any remedy to address issues not arising out of
this Agreement that is otherwise available to either Party, nor shall this Section 7 be construed
to preclude, limit, or restrict the ability of the Parties to pursue, by mutual agreement, any other
method of diSpute resolution, including, but not limited to, mediation.

SECTION 8. NOTICES

8.1 Notices pursuant to this Agreement and service 0: process in any judicial or
arbitration proceeding is waived in favor of delivery of documents by delivery by a reputable
document delivery service, such as, but not limited to, Federal Express, that provides a receipt
showing date and time of delivery, or (ii) by Certified Mail Return Receipt Requested to the
following:

8.2 I FortheTribe:

Tribal Chairperson

Agua Caliente Band of Cahuilla Indians
5401 Dinah Shore Drive

Palm Springs, California 92264

Tel: (760) 699-6920

With a copy simultaneously delivered to:

General Counsel
Agua Caliente Of?ce of General Counsel

5401 Dinah Shore Drive
Palm Springs, California 92264
Tel: (760) 699-6952

8.3 For the County:

County Executive Officer
Riverside County Executive Office
4080 Lemon St., 4th Fl00r
Riverside, CA 92501

Tel: (951)955-1110

With a copy simultaneously delivered to:

County Counsel

County of Riverside, Office of County Counsel
3960 Orange Street, Suite 500

Riverside, CA 92501

Tel: (951) 955-6300

8.4 Either Party may change the names and addresses to which notices and service of
process may be delivered by written notice to such persons as listed in the subsection or by
subsequent notice of changes.

SECTION 9. MUTUAL LIMITED WAIVER OF SOVEREIGN IMMUNITY

9.1 The Parties agree that the Parties? waiver of immunity from arbitration or suit, or
the enforcement of any order orjudgment related thereto, is limited to the express provisions of
Section 7 of this Agreement, and neither the agreement to arbitrate nor any other provision of
this Agreement shall be construed as creating any implied waiver of such immunity.

9.2 The Parties each expressly covenant and agree that they may each sue and be
sued, including the resolution of disputes in arbitration and the judicial enforcement thereof, as
provided in Section 7 above, solely to resolve any controversy arising from this Agreement or to
enforce or interpret the terms and conditions of this Agreement, as provided for in this
Agreement. The Parties expressly agree to waive governmental immunities, including sovereign
immunity, in connection with any claims arising from this Agreement, as provided for herein
solely for the enforcement of any arbitral award, orjudgment to enforce such award. The Parties
further consent to the jurisdiction of an arbitrator and/or specified court under this Agreement
including the consent to be sued and bound by a lawful order orjudgment, to the extent provided
for herein. Each of the Parties represent that its agreement to such dispute resolution processes
and waivers has been effectively and lawfully granted and that nothing further needs to be done
to effectuate those processes.

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9.3 With respect to any action arising out ofthis Agreement for which there is a waiver
of sovereign immunity, the Tribe and County expressly consent to any state court located within
the County of Riverside or in any federal court located in the Central District of California, Eastern
Division, and all related appellate courts, and/or an arbitrator selected pursuant to this
Agreement and specifically waive sovereign immunity for that purpose. The Parties specifically
agree that the applicable court shall have jurisdiction to enter judgments enforcing rights and
remedies provided in this Agreement, which shall be binding and enforceable on the Parties,
subject to the limitations set forth in this Agreement. No Party to this Agreement shall contest
jurisdiction or venue of the above-referenced courts, provided their jurisdiction and venue are
invoked in the order specified, but only for disputes or claims arising out of this Agreement.
Neither the Tribe nor the County shall plea-d or invoke the doctrine of exhaustion of Tribal or
other administrative remedies, defenses of immunity, or indispensable parties beyond those
contemplated in this Agreement.

9.4 The County and the Tribe may not join or consent to the joinder of any third party
to any action (including but not limited to any arbitration) contemplated herein, unless failure to
join such party would deprive the court or arbitration tribunal of jurisdiction; provided that
nothing in this Agreement shall be construed to constitute a waiver of sovereign immunity or
other protection from lawsuit (or other dispute resolution process), or the effect, orders, or
judgments thereof, of either the Tribe or the County with respect to any claim of any kind by any
such third party. In the event of intervention by any third party into any such action without the
consent of the Tribe and the County, nothing herein shall be construed to constitute a waiver of
any immunity with respect to such third party, and no arbitrator or court shall have jurisdiction
to any award any relief or issue any order as against the County or Tribe with respect to such
third party in that or any other proceeding.

SECTION 10. REVIEW UNDER CALIFORNIA ENVIRONMENTAL QUALIT ACT

10.1 Pursuant to California Government Code section 12012.46, and in deference to
Tribal sovereignty, the approval and execution of this Agreement by the Parties is not a project
within the meaning of the California Environmental Quality Act, California Public Resources Code
sections 21000 et seq. because this Agreement has been negotiated pursuant to the
express authority of the Compact, specifically Section 11.7 of the Compact, and because the
Agreement only establishes a source of funds for potential future County actions that are
otherwise required as a matter of law and does not itself approve any development, including
the Gaming Facility Expansion.

SECTION 11. MISCELLANEOUS PROVISIONS

11.1 No Authority over Tribal Activities. Nothing in this Agreement is intended to
confer or expand the jurisdiction of any local, state, or federal agency or other governmental
body, nor is this Agreement intended to infringe or otherwise usurp the authority of any
regulatory body including local, state, federal, or Tribal agencies that may have jurisdiction over
or related to Tribal activities, development, or Projects. Further, nothing in this Agreement shall

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be construed to relieve the Tribe?s obligation to comply with the National Environmental Policy
Act as may be required as part of any trust application or any other Project
requirement.

11.2 No Third Party Beneficiaries. This Agreement is not intended to, and shall not be
construed to, create any right on the part of a third party including, without limitation, no rights
in any interested persons, nor does it create any private right of action for any third party nor
permit any third party to bring an action to enforce any of its terms.

11.3 Final Agreement. This Agreement contains the entire agreement ofthe Parties as
to the subject matter herein and supersedes any other agreements ofthe Parties to the contrary.
However, this Agreement shall not prohibit any future agreements contemplated by the Parties.
This Agreement is intended both as the final expression of the agreement between the Parties
with respect to the included terms and as a complete and exclusive statement of the terms of
the Agreement consistent with California Code of Civil Procedure section 1856. No modification
or amendment of this Agreement shall be effective unless and until such modification or
amendment is evidenced by a writing approved and signed by the Parties.

11.4 Severability of Provisions. The invalidity of any provisions or portion of this
Agreement as determined by a court of competent jurisdiction or any State or federal agency
havingjurisdiction and thereofand the authority to do so, shall not affect the validity of any other
provisions of this Agreement or the remaining portions of the applicable provisions, unless such
provision is material to the reasonable expectation ofthe Parties. Without limiting the foregoing,
if any provision of the Agreement is declared invalid as aforesaid, then the Parties shall use their
best efforts to renegotiate the terms ofthe invalid provisions.

11.5 Force Majeure. The Parties shall not be liable for any failure to perform, 0: for
delay in performance of a Party?s obligations, and such performance shall be excused for the
period of the delay and the period of performance shall be extended when a force majeure event
occurs; provided, however, that the Party whose performance is prevented or delayed by such
event or force majeure shall give prompt written notice within seventy-two (72) hours of
the event) of such event to the other Party. For purposes of this subsection, the term ?force
majeure? shall include, without limitation, war, epidemic, rebellion, riot, civil disturbance,
earthquake, fire, flood, acts of governmental authorities (other than the Tribe or County), acts of
God, acts of terrorism (whether actual or threatened), acts of public enemy and in general, any
other severe causes or conditions beyond the reasonable control of the Parties, the
consequences of which in each case, by exercise of due foresight such Party could not reasonably
have been expected to avoid, and which by the exercise ofdue diligence it would not have been
able to overcome, when such an event prevents the Tribe from performing at a level sufficient to
meet its obligations under this Agreement due to substantial changes in the Tribe?s ability to offer
gaming activities at the current level, ceasing gaming or hotel operations for an extended period,
or prevents the County from meeting its obligations under this Agreement due to an interruption
of County government operations. An interruption of performance, or the delayed occurrence
of any event, under this Agreement caused by an event or force majeure, the Party so excused

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shall diligently, and in good faith take all reasonable action required in order for it to
be able to commence or resume performance of its obligations under this Agreement.

11.6 Governing Law. This Agreement shall be construed according to the application
of federai and Caiifornia substantive law to the extent not inconsistent with the express
provisions of this Agreement, unless federal law as to the Tribe or the County, or California law
as to the County, prohibits the Parties from abiding by such express provision, in which case the
provision will be deemed to be invalid and resolved, if possible, under the severability provisions
in subsection 11.4 hereof. Notwithstanding the foregoing, California rules of construction shall
be applied in interpreting this Agreement. This Agreement shall be deemed to have been drafted
jointly by the Parties and shall not be construed as having been drafted by, or construed against,
one party against another.

11.7 Term; Obligations to Continue. The Term of this Agreement shall be from the
Effective Date until the expiration or earlier termination of the Compact as now exists or as may
be amended, restated, or extended by the Tribe and the State to provide for the use of Gaming
Devices at the New Gaming Facility, unless sooner terminated pursuant to the terms of this
Agreement or extended by mutual agreement of the Parties. Unless specifically designated
otherwise, all of the Parties? obligations under this Agreement shall continue through the Term,
including any extensions thereof. Notwithstanding the end of the Term, any covenant, term, or
provision of this Agreement which, in order to be effective, or is necessary to enforce an
unfulfilled material term of this Agreement or obligation that may continue beyond the end of
the Term shall survive termination.

11.8 Duplicate Originals. At least two (2) copies of this Agreement shall be signed and
exchanged by the Parties each of which shall be considered an original document.

11.9 Approval. Each Party?s execution, delivery, and performance of this Agreement
shall be approved by each Party?s respective governing body, which shall provide that the Party
shall not enact a law impairing the rights and obligations under this Agreement.

11.10 Obligation on Related Entities. This Agreement binds the Parties and their
departments, affiliates, agents, representatives, successors, contractors, officials, and related
entities, which such Agreement shall also be reflected in a resolution of each Party?s respective
governing body approving the Agreement.

11.11 Authority/Authorization. The County and Tribe each represent and warrant that
each has performed all acts precedent to adoption of this Agreement, including, but not limited
to, matters of procedure and notice and each has the full authority to execute this Agreement
and perform its obligations in accordance with the above terms and conditions, and that the
representative(s) executing this Agreement on behalf of each Party is duly authorized to so
execute and deliver the Agreement.

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IN WITNESS WHEREOF, the Parties hereby execute and enter into this Agreement with the intent
to be bound thereby through their authorized representatives whose signatures are affixed
below.

  

AGUA CALIENTE BAND OF

By:

 

Jeff Grubbe airman

Attest

By: 

..

Vincent Go zales Secre 3y reasurer

Approved as to Form:

By: 0

John T?la??fGeneral Counsel

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County of Riverside

BOARD OF SUPERVISORS OF THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA

By:

 

Chairman, Board ofSupervisors

ATTEST:
KECIA R. HARPER
Cierk of the Board

By:

 

Deputy

Approved as to Form:

GREGORY P. PRIAMOS, COUNTY COUNSEL

By: 41/,6 

 

Melissa R. Cushman, Deputy County Counsel

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