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HomeMy WebLinkAboutJPMorgan Chase Bank - 2017-08-04.LEASE SCHEDULE Dated as of: August 4, 2011 Lease No.: 1000143109 This Lease Schedule, together with its Payment Schedule, is attached and made apart of the Master Lease -Purchase Agreement described below ("Master Lease") between the,Lessee and Lessor named below. All terms and conditions of the. Master Lease are incorporated herein by. reference. Unless otherwise defined herein, capitalized terms defined in the Master Lease will have the same. meaning: when used herein. Master Lease -Purchase Agreement dated February S, 2016. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made a part hereof. B. EQUIPMENT LOCATION: See Attached Schedule A-1 C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, WHERE -IS"; AND (d) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH, ACCEPTANCE.. D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the scrvices that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority.Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and to make Rental Payments if fonds are appropriated in each fiscal year by its governing body. E. RENTAL PAYMENTS; TEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the interest portion of the Rental. Payments is calculated, the Taxable. Rate, the commencement date and the Lease Term of this Lease Schedule are each set forth on the Payment Schedule attached to this Lease Schedule. F. RE -AFFIRMATION OF THE MASTER LEASE: Lessee hereby re -affirms all of its representations,. warranties and obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Sections 6..1 and 16 thereof). G. GOVERNMENT REGULATION. ANTI -CORRUPTION. (a) Representations and Warranties Regarding Anti -Corruption Laws and Sanctions. Lessee has implemented and maintains in effect policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti -Corruption Laws and applicable Sanctions; and Lessee and its officers and employees and to the knowledge of 1essee its agents, are in compliance with Anti -Corruption Laws and applicable. Sanctions in WI material respects. None of (a) Lessee or to the knowledge of Lessee any of its respective officers or employees, or (b) to the knowledge of Lessee, any agent of Lessee that will act in any capacity in connection. with or benefit from the credit facility established hereby, is a Sanctioned Person. No advance, letter of credit, use of proceeds or other transaction contemplated by this Lease will violate Anti -Corruption Laws or applicable Sanctions. (h) Compliance with Anti -Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti -Corruption Laws and applicable Sanctions. (c) Use of Proceeds. Lessee shall not use; or permit any proceeds of the Lease to be used; directly or indirectly, by Lessee or its officers, employees and agents: (1) in furtherance of an offer; payment, promise to pay, or authorization of the payment or giving of money, or anything. else of value, to any Person in violation of any Anti -Corruption Laws; (2)'for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country; or (3) in any manner that would result in the violation of any Sanctions applicable to anyparty hereto. Page] of2 (d) Definitions. For the purposes of this Section G, the following terms shall have the following meanings: "Anti -Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Lessee or its subsidiaries from time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization, any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a country, region or territory which is the subject or target of any Sanctions (as at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions -related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (e) any Person controlled by any such Person. Equipment/Escrow Acceptance Date: AAA ty , LL _, 20_13 CITY OF HUNTI G 'ON ME,ACH (Lessee) IL JV Title:— JPMORGAN CHASE BANK N.A. (Lessor) By: Title: Authorized Officer Page 2 of 0 • SCHEDULE . A-1. (Equipment List) Expected Equipment Purchase Price $1,731,954.00 Net Amount Financed $1,73.1,954.00 Equipment Location: 2000 Main Street lluntington.Beach, CA 92648 Equipment Description: 911 System Communication Upgrade(800 ivlHz Project, Shared Backbone) Additional Collateral that %will be releasedat maturity: YEAR / AGE MANUFACTURER MODEL VIN# / Serial # 2009 Pierce Manufacturing Arrow XT 4P1CA01H49A009989 200E Emer enc One Inc C clone 11 4EN3ABA8321004650 2049 Pierce Manufacturing Arrow XT 4P1CA01E09A010157 2005 Pierce Manufacturing Dash -Lance 4P1CL01E65A005579 2007 Pierce Manufacturing Arrow XT 4PICA01F87AO07450 2006 Pierce Manufacturing Arrow XT 4P1CA01 F76A006661 2008 Pierce Manufacturing Arrow XT 4P1CA01F48A008421 2005 Pierce Manufacturing ArrowXT 4PlCA01F35A005005 2005 Pierce Manufacturinq Arrow XT 4P1CA01F25A005027 2006 Pierce Manufacturing Arrow XT 4P1CA01F96A006662 2007 Pierce Manufacturing Saber 4P1CS01M7A007410 2005 Freightliner M2 106 1 FVACYDC55HU77924 2005 Freightliner Mobile Deconlamination 1FVACXCS35HU21838 2001 EmergencyEmergenSy One Inc Cyclone li 4EN3AAA8X11003228 2001 Emergency One Inc Cyclone 11 4EN3AAA8411003225 2001 Emergency One Inc Cyclone li 4EN3AAA8811003227 2062 Emergency One Inc Cyclone, 11 4EN38CAS921004462 2012 Navistar 4300 SBALP 4x2 1 HTMNAAL2CJ609142 2000 Freightliner M2 Business Class 1FVACWDT29HAK3465 2009 Freightliner M2 Business Class 1FVACWDT49HAK3466 2006 Frei htliner 30 PT Utilimaster 4UZAASBV56CW19458 t of SCHEDULE A-1 (Equipment List) M2 Business 2007 Freightliner Class 1FVACWCS37HX75548 M2 Business 2007 Freightliner Class 1FVACWCS17HX75547 M2 Business 2005 Freightliner Class 1FYACWCS15HP00974 M2 Business 2005 Freightliner Class IFVACWCSX5HP00973 TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to the Lease Schedule 1000143109 or a Receipt Certificate/Payment Request relating to the Lease Schedule. CITY OF HUNTIM13 10NAR EACH (Lessee) By Title: C�i�; 1M.•,k,_ 2 of2 JPIVIORGAN CHASE BANK, NA (Lessor) By: Title: Authorized Officer Payment Schedule This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease -Purchase Agreement identified therein, all of which are between the Lessee and Lessor named below. Lease Schedule No. 1000143109 Lease Schedule Dated: August 4, 2017 Accrual Date August 4, 2017 Amount Financed $1,731,954.00 Interest Rate 2.1900% Taxable Rate 3.0179% Rent Rent Rent Interest Principal Principal Termination Number Date Payment Portion Portion Balance Value 1 8/4/2018 $269,565.53 $37,929.80 $231,635.73 $1,500,318.27 $1,545,327,82 2 8/4/2019 $269,565.53 $32,856.98 $236,708.55 $1,263,609.72 $1,301,518.01 3 8/4/2020 $269,565.53 $27,673.06 $241,892.47 $1,021,717.25 $1,052,368,77 4 8/4/2021 $269,565.53 $22,375.61 $247,189.92 $774,527.33 $797,763.15 5 8/4/2022 $269,565.53 $16,962.15 $252,603.38 $521,923.95 $537,581.67 6 8/4/2023 $269,565.53 $11,430.14 $258,135.39 $263,788.56 $271,702.22 7 8/4/2024 $269,565.53 $5,776.97 $263,788.56 $0.00 $0.00 $1,886,958.71 $155,004.71 $1,731,954.00 CITY OF HUNTI ' T BEACH (Lessee) a 1 , By: i 1' -b Title hf L�As✓�t. ��. JPMORGAN CHASE BANK. N.A. (Lessor) By: 44��- Title: Authorized Officer 1�1 • PREPAYMENT SCHEDULE ADDENDUM (Lockout Period) Dated as of: August 4, 2017 Lease Schedule No.: 1000143109 Lessee: CITY OF HUNTINGTON BEACH Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terns defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: 1. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end of the Lock -Out Period specified below. Lock -Out Period: the first 12 months of the Lease Term of the Schedule 2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so tong as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period") and so long as the above Lock -Out Period has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date. 3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment), Section 14.1 of the Master Lease (required amount of casualty loss insurance) and Subsection 20(c) of the Master Lease (post -default remedies of Lessor) and said Tenmination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs I and 2 of this Addendum. 4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. CITY OF HUNT N T N BEACH (Lessee) BY Title:Zr� iNro�ae, JPMORGAN CHASE BANK N.A (Lessor) f By: Title: Authorized Officer JUDICIAL REFERENCE AGREEMENT Dated: August 4, 2017 Master Lease Purchase.Agreement dated: FEBRUARY 5, 2016 Lessee: CITY OF HUNTINGTON BEACH This Judicial Reference. Agreement (this "Agreement") is between the Lessee identified above (the "Customer") and RMorgan Chase Bank, N.A. (the "Bank") and is executed in connection with. the &faster Lease Purchase Agreement identified above (the "Financing Agreement"). The parties agree as Follows: 1, The term "Financing Documents" means the Financing Agreement and all other agreements, instruments and documents related to die Financing Agreement and any amendment to or replacement or substitution for any of the above; Any other defined terms used herein but not further defined have the meaning set forth in the Financing Documents. 2, THE WAIVERS OF JURY TRIAL CONTAINED IN THE FINANCING DOCUMENTS ARE MATERIAL INDUCEMENTS TO THE BANK TO PROVIDE THE FINANCING. DESCRIBED THEREIN. IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF`THE STATE OF CALIFORNIA (THE "COURT") BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS, THE TRANSAC` 4IONS CONTEMPLATED THEREBY, OR THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER. THEORY) (EACH, A "CLAIM") AND A WAIVER SET FORTH IN TIIE FINANCING DOCUMENTS IS NOT ENFORCEABLE IN SUCH ACTION OR :PR FOLLOWS: OCEEDING; THE PARTIES AGREE A5 2.1 WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH 2.2 BELOW, ANY CLAI-m WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGII 645.2, INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTES OR RULES HEREAFTER ENACTED. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638; INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HE, ENACTED. EXCEPT AS OTHERWISE PROVIDED IN THIS THE FINANCING. DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN TIIE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW. 2.2 THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON -JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY; (B) EXERCISE OF .SELF-HELP REMEDIES. (INCLUDING, WITHOUT LIMITATION,. SET-OFF); (C) APPOINTMENT OF A RECEIVER; AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES (INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF A PARTY HERETO TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF THE PARTIES TO A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT. 2.3 UPON THE WRITTEN REQUEST OF ANY PARTY HERETO, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SIiALL BE.A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN :REQUEST, THEN, ANY PARTY HERETO MAY REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B), INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HEREAFTER ENACTED. 2.4 ALL PROCEEDINGS AND HE, CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN. ANY PARTY HERETO SO REQUESTS; A COURT REPORTER: WILL BE USED AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO Page I of 2 • 0 ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE. 2.5 THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING, WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT THE REFEREE'S DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. 2.6 THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY AJURY. Except as expressly amended or supplemented by this Agreement and other instruments signed by the Parties, the Financing Documents remain unchanged and in full force and effect. This Agreement may be executed in any number of counterparts, which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above CITY OF HUNTINGTON BEACH (Customer) By: Title: C' Ma.vo�,t�rc Page 2 cf 2 JPMORGAN CHASE BANK. N.A. (Bank) By: Title: Authorized Officer • • LEASE SCHEDULE ADDENDUM (Self Insurance) Lessee: CITY OF HUNTINGTON BEACH Lease Schedule No: 1000143109 Reference is made to the above Lease Schedule as amended ("Schedule") and to the Master Lease -Purchase Agreement identified therein as amended ("Master Lease"), both of which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). In this Addendum: "Lease" means the Schedule and the Master Lease to the extent that it relates to the Schedule; and "Equipment" means the property described in the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree to amend the Lease as follows: 1. THIRD PARTY LIABILITY. Notwithstanding anything to the contrary in Section 14 of the Master Lease, Lessor agrees that Lessee may self -insure against risk of injuries to persons and damage to property of others relating in any way to any Equipment; provided, that upon written notice from Lessor to Lessee, Lessee agrees to secure and maintain commercial insurance against such risks as otherwise required by the Master Lease if an event of default has occurred and is continuing under the Master Lease. 2. COMPLIANCE WITH LAW; ACTUARIALLY SOUND BASIS. Lessee agrees that its self insurance arrangements as described herein shall comply with applicable State law related thereto or, if there is no State law applicable to such self insurance arrangements, then Lessee's self insurance arrangements shall be maintained on an actuarially sound basis. 3. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. above. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced CITY OF HUNTI GTO BEACH (Lessee) By: Title: 77.1 6L1:+9 a-e, r.c_ JPMORGAN CHASE BANK N.A. (Lessor) By: Title: Authorized Officer • • CERTIFICATE OF INCUMBENCY Dated: August 4, 2017 Lease Schedule No: 1000143109 Lessee-, CITY OF HUNfINGTON BEACH 1, the undersigned Secretary/Clerk identified below, do hereby certify that 1 'am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee'), a political subdivision duly organized and existing under,the laws of the State where Lessee is located, that I have the title stated below, and that, .as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representative t Resolutions:] f' � LV;CSa_J C1774 AA4,k ,,, Name Title ' Signatu Name Title, Signature IN WITNESS WHEREOF, I have duty executed this certificate and affixed the seal of such Lessee as of the date set. forth below. Signature of SecretarylClerk of Lessee Print Name: R I ''7 S 4-;R_v1',_-3 L Official Title: t ler!< Date.: _�t..t..��i �•.�) NOTE: In case the Secretary/Clerk is also the authorized representative: that executes a Lease -Purchase Agreement /documents by the above incumbency, this certificate must also be signed by a second officer: Print Name: Title: Signature: LJ CITY OF HUNTINGTON BEACH OFFICE OF THE CITY ATTORNEY Michael E. Gates P.O. Box 190 City Attorney 2000 Main Street Huntington Beach, California 92648 Mike Vigliotta Telephone: (714) 536-5555 Chief Assistant City Attomey Facsimile: (714) 374-1590 Date: August 4, 2017 Lessee: CITY OF HUNTINGTON BEACH Brian L. Williams Senior Trial Counsel Michelle Ditzhazy Deputy Community Prosecutor Scott Field Sr. Deputy City Attorney Neal Moore Sr. Deputy City Attomcy Daniel K. Ohl Deputy City Attomcy Lessor: JPMORGAN CHASE BANK, N.A. Re: Lease Schedule No. 1000143109 dated August 4, 2017 together with its Master Lease -Purchase Agreement dated as of February 5, 2016 by and between the above -named Lessee and the above -named Lessor and the Escrow Agreement dated August 4, 2017 relating to the foregoing. Sir/Madam: I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease -Purchase Agreement and its Addenda, and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: Lessee is a political subdivision of the State of CA (the "State") duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance 17-5934/162530.doex Lease Schedule No. 1000143109 dated August 4, 2017 together with its Master Lease -Purchase Agreement dated as of February 5, 2016 July 24, 2017 Page 2 with its terms, except to the extent limited by State and Federal laws affecting creditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). To the bcst of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, VCHAEL E. GATES ity Attorney 17-5934/162530.docx • • 8038 Filing Information Lease Name: C , �� %_A N�1q�'� ►•�•� .CyGh Lease Number: �OCY�t��J�(x{ Book Date: $ .-H. V-7 Please Check Appropriate Box CEF Filing the 8038 Customer/Bond Counsel is filing the 8038 (insert "APRM" note with the Customer/Bond Counsel contact info into Lpk if this will be an exception.) (Be sure to attach the email from the Bond Counsel verifying they will file.) Taxable transaction no 8038 required Form 8038-G Information Return for Tax -Exempt Governmental Obligations (Rev. September2011) Do- Under Internal Revenue Code: section 149(e) Department of the Treasury ►See separate Instructions. OMB No. 1545-0720 Internal Revenue Service Caution: if the issue price Is under $100,000, use Form 8038-Gc. v .w}swuttyPWLrwcray If Arrended Return rhPnk Moro 1 f-1 t issuer's name 2 Issuer's employer identification number (EIN) -Ci!y of Huntington Beach 95 800723 30 Name of person (otherthan Issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a Dahle Bulosan, Finance Manager 714 536-5648 4 Number and street (or P.O. box if mad Is not delivered to street address)' Room/suite 6 Report number (For IRS Use Only) 2000 Main Street 6 City, tow.n•br post office. state, and ZIP code 7 Date of issue Huntington Beach, CA 92648 0910512017 a Name of issue 9 CUSIP number Lori Ann Farrell, Chief Financial Officer None 103 Name and We of officer or other employee of the issuer whom the IRS may call for more. Information (see 10b Telephone numberof officer or other instructions) employee shown on 10a Lori Ann Farrell, Chief Financial Officer 714 536.5225 Type of Issue (enter the issue price). See the instructions and attach schedule. 1 T 12 13 14 15 16 17 18 19 20 tclucation . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . • . . . _ . . Transportation . . . . . . . . . . . . . . . . . . .. . . Public safety . . . . . . . • . . . . . . . Environment (including sewage bonds) . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . Other. Describe Do-18 If obligations are TANS or RANs, check only box 19a If obligations are BANS, check only box 19b . . . If obligations are In the form of a lease or installment sale; check box . . . . .. . . . . . . . . , . . . . . . . . . . . . . . . . . . . ► 11 NIA 12 NIA 13 NIA 14 51,731,954 00 15 NJA 16 NIA i7 NIA NIA , s' w L n, X f '�L.' yyx� 'a Lies t ription or ougations. Uom fete for the entire issue for which. this form is being filed. (a) Final maturity date (b) Issue price (c).Stated�redernptlon price aaturity (d) weighted average maturity teJ Yield 21 LM 03/04/2024 S 1,731,954 4.09 2 Uses of Proceeds of Bond Issue (including underwriters' discourri) ears 2.19 /o 22 Proceeds used for accrued interest . . . . . . . . . . . . . 22 NIA 23 Issue price of entire issue (enter amount from line 21, column (b)) . . 23 NIA .24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 NIA 25 Proceeds used for credit enhancement 25 NIA 26 Proceeds allocated to reasonably required reserve or replacement fund 26 NIA4ay, 27 Proceeds used to currently refund prior issues . . . . . . 27 NIA` 28 . . Proceeds used to advance refund prior issues 29 Total (add lines 24 through.28) . NIA 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 ' • Description of Refunded Bonds. Complete this part only for refunding bonds. NIA 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► NIP 32 . Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years_ NIA 33 . Enter the last date on which the refunded bonds will be called (MM/DD/. . . . . . • ► years NIA 34 Enter the date(s) the refunded bonds were issued ► (MMIDDPr" NIA _ For Paperwork Reduction Act Notice, see separate instructions. cat. No, 63773S Form 8038- (Rev. 9-2ol t) Form 8038-G (Rev. 9-201 1) Page 2 Miscellaneous 35 Enter the amount. of the state volume cap allocated to the issue under section 141(b)(5) 3..15 NIA. 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . .. . . . . . . . . . . . . 36a NIA b Enter the final maturity date of the GIC ► NIA c Enter the name of the GIC provider► . NIA 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . .. . . . , . . . . 37. NIA 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box Is ❑ and enter the following information: b Enter the date.of the master pool obligation ► NIA c Enter the EIN of the issuer of the master pool obligation ► NIA d. Enter the name.of the issuer of the master pool obligation ► NIA 39 If the issuer has designated the issue under section 265(b)(3)(13)(i)(I11) (small issuer exception), check box > ❑r 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑. and enter the following information: b Name of hedge provider► NIA c Type of hedge ► ..NIA d Term of hedge► NIA 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . y. ❑ 43 If the issuer has established written procedures to ensure that all nonquallfied bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . .. . I, - If the issuer has established written procedures to monitor the requirements of section 148, check box . ► ❑ 45a if some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . , _ III,- NjA b Enter the date the official intent was adopted ► NIA Under penalties of perjury, I declare that I have examined this retum.and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that 1 consent to the IRS's disclosure of the Issuer's return information, as necessary to and process this return, to the person that I have authorized above. Consent Dahle Bulosan, Finance Manager Slgnafure of issuer's Jrpl..�antaliv. Dat Type or print name and title Paid Prntrrype preparer's name preparers signature Date PTA4 Check ❑ it Prepare C self-employed USe Only. Firrt's name ► Flrm's EIN ► Frn`s address ► Phone no. Form 8038-G IRev:.9.201 t} • • PROCEEDS DISBURSEMENT. AUTHORIZATION 7PMORGAN CHASE BANK, N.A. I I I I Polaris Parkway, Suite A3 (OH 1-1035) Columbus, 0I-1 43240 Date: August .4, 2017 Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below Reference is made to.that certain Master Lease Purchase Agreement dated February 5, 2016 between CITY OF HUNTINGTON BEACH, ("Lessee") and JPNIORGAN CHASE BANK, N.A. (the "Lessor") and the Lease Schedule (1000143109) dated August 4, 2017 and the related Escrow Agreement dated August 4, 2017. I hereby instruct you and authorize you to disburse S1,731,954.0.6 to the account number(s) as specified below: Payee #1 DEUTSCHE BANK TRUST COMPANY AMERICAS 60 WALL. STREET, 16TH FLOOR NEW YORK, NY 10005 Attn: DBNY MP Escrow By signing below, Lessee authorizes Lessor to issue checks. or direct fund transfers to the payees, in the amounts, and per the instructions (if applicable) set forth above. Lessee also acknowledges that it may be responsible for paying other fees directly to third parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease documents. Lessor may rely and act on the instructions set fortis herein and shall not be responsible for the use or application of the funds, and Lessee shall indemnify, defend and hold harmless Lessor from and against any and all fosses; costs, expenses, fees, claims, damages, liabilities, and causes of actionin any way relating to or arising from acting in accordance therewith. In the event of any conflict with any other instruction set forth herein, the ABA # and Account # shall control. IN WITNESS WEIEREOF,. the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year first above written. CITY OF HUNTINGTON BEACH (Lessee) By: 4411, Title; CL Pill-4-4, x,L Page 1 of I ESCROW AGREEMENT (Gross Fund-Eamings to Lessee) Dated as of: August 4, 2017 This Escrow Agreement together with.all addenda, riders and attachments hereto; as the same may from time to time be amended, modified or supplemented ("Agreement") is made and entered as of the date set forth. above by and among the Escrow Agent identified below ("Escrow Agent"), the Lessee identified below ("Lessee") and JPMorgan Chase Bdnl ; N.A. ("Lessor"). As used herein, "Party" shall mean any of Lessee, Lessor or Escrow Agent, and "Parties" shall mean all of Lessee, Lessor and Escrow Agent. The Parties hereby authorize the Escrow Agent to act as escrow agent hereunder. All references to Escrow Agent shall mean Deutsche Bank Trust Company Americas in its capacity as escrow agent only, and all references to Lessor shall mean JPMorgan Chase Bank, N.A. in its capacity as lessor only. Escrow Agent: Deutsche Bank Trust Company Americas Lessee: CITY OF HUNTINGTON BEACH For good and valuable consideration, receipt of which is bereby.acknowledged, the parties hereto agree as follows` SECTION 1. RECITALS. 1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain property generally described in the attached Schedule A-1 (the "Equipment") to Lessee, and Lessee has agreed to lease and purchase the Equipment from Lessor; in the manner and on the terms setforth in the Lease. 1.02 "Lease" means, collectively, :the Lease Schedule identified below and the. Master Leasc-Purchase Agreement identified in said Lease Schedule (to the extent that it relates to said Lease Schedule) together with all exhibitsi schedules, addenda, riders and attachments thereto. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with , the terms and conditions of any other agreement, instrument or document between Lessee and Lessor, in connection herewith,. if any,including without limitation the Lease, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any such obligations of the Escrow Agent be inferred from the terns of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Lease, any schedule or exhibit attached to the Agreement, or any other agreement among the Parties, the terms.and conditions of this Agreement shall control. Lease Schedule No. 1006143109 1.03 LESSOR'S DEPOSIT: S1,73I,954.00 Lessor shall pay or cause to be paid to the Escrow Agent the amount of the Lessors Deposit. The date that the Lessors Deposit is paid to the Escrow Agent shall. be referred to as the "Lessor's Deposit Date". Escrow Agent shall credit the Lessor's Deposit to. the Equipment Acquisition Fund established in Section 2 hereof on the Lessors Deposit Datc, To the extent that the purchase price of the Equiprncnt exceeds the Lessor's Deposit, Lessee shall either notify Escrow Agent. and then deposit with Escrow Agent funds which will be credited to the Equipment Acquisition Fund and.used to pay the balance.of the purchase price of the Equipment or Lessee shall pay such balance directly to the suppliers. 1.04 FUNDING EXPIRATION DATE: February 4, 2019 ("Funding Expiration Date"). Lessee and Lessor agree that all Equipment should be delivered and installed, and all funds disbursed from the Equipment Acquisition Fund, no later than the above. Funding Expiration Date. 1.05 Under the Lease, Lessee will cause each item of Equipment to be ordered from the applicable suppliers. Lessee shall flimish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all. Equipment ordered pursuant to the Lease, showing -the supplier, the purchase price and the estimated delivery dates. 1.06 Subject to such control by Lessee and Lessor as is provided herein, Lessor and Lessee agree to appoint the Escrow Agent and the Escrow Agent accepts such appointment to receive, hold, invest and disburse the moneys deposited with the Escrow Agent as described in this Agreement. The Escrow Agent shall not,be obligated to assume or perform any obligation of Lessee or Lessor under the Lease or of any supplier with respect to any Equipment by reason of anything contained in this Agreement. Escrow Page t of 14 Agent shall have only those duties as are specifically and expressly provided herein; which shall be deemed purely ministerial in nature, and no other duties shall be implied. Any funds in the Equipment Acquisition Fund .not needed to pay the, purchase price of. Equipment will be paid to Lessor or Lesseei all as hereinafter provided. 1.07 This Agreement is not intended to alter or change in any way the tights and obligations of Lessor and Lessee under the Lease, but is entirely supplemental thereto. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all Parties. 1.08 Each of the Parties hereto has authority to enter into this Agreement, andhas taken all actions necessary to authorize, the execution of this Agreement by the officers whose signatures are affixed hereto. Where, however; the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law, to: the end that this Agreement shall be enforced as written. SECTION 2. EQUIPMENT ACQUISITION NUND, 2.01 The Escrow Agent's. sole responsibility prior to the Lessor's Deposit Date shall be to establish an escrow account designated as. the Equipment Acquisition Fund (the "Equipment Acquisition Fund"). Escrow Agent shall keep such funds deposited. into the escrow account separate and apart from all other funds and money heldby it, and shall administer such funds as provided in this Agreement, Escrow Agent's rights and responsibilities under this Agreement, other than establishment of the EquipmenE Acquisition Fund, shall begin on the Lessor's Deposit Date, which may be on or a#ier the date of this. Agreement. 2.02 The Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the Equipment Acquisition Fund on the Lessor's Deposit Date and shall be used to paythe balance of the purchase price of each item of Equipment subject to the Lease. The Escrow Agent shall pay to the suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt of a writica request executed by an Authorized Representative (as defined in Section 7).of the Lessor, delivered to the Escrow Agent in accordance with Section 9.02, and after the Escrow Agent has satisfied any applicable security procedures as required by Section 7. The written request will specify the supplier/beneficiary, its address or wire instructions and the applicable portion of the Equipment Acquisition Fund to be paid (the "Receipt Certificate/Payment Request"). As between Lessee and Lessor only, Lessee agrees that it will submit to Lessor for Lessor's signature it Receipt Certificate/Payment Request that has been executed by Lessee together with (a) the suppliers' invoices specifying the applicable portion of the purchase price of the items of Equipment described in said Receipt Certificate, (b) if the item of Equipment is a tilled vehicle, a copy of the Manufacturer's Statement of Origin (MSO) covering such.item showing Lessor as first and sole lienholder, and (c) any other documents required by the Lease, and Lessee agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to Lessor. 2.03 If an Authorized Representative of the Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or of a termination of the Lease due to. a non -appropriation event or non -renewal event under the Lease, then the Escrow. Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund. After its receipt of a notice of an event of default under the Lease, the Escrow Agent shall comply with all written instructions from an Authorized Representative of Lessor without further consent from Lessee or any other person. After its receipt of a notice of an event of default under the Lease, the Escrow Agent shall not accept or act upon any instruction from Lessee not shall it permit any distribution or release of any part of the Equipment Acquisition Fund without written authorization from an Authorized Representative of the Lessor. 2'.04 Upon the Escrow Agent's receipt of a Full Funding Notice (as defined below), the Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund: ,first, to all reasonable fees and expenses incurred by the. Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a) toward the principal and interest portion of the Rent Payment next coming due under the Lease; or (b) to reimburse the Lessee for the interest portion of their Rental Payments previously made within the past 18 months; or (c) toward a.partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. "Full Funding Notice" means written notification by an Authorized Representative of the Lessor to the Escrow Agent of the Lessor's receipt of the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid to the applicable suppliers. 2.05 Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shali apply the remaining balance in the Equipment Acquisition Fund: Page.2 of 14 first to all reasonable feesand expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second; to Lessor to be applied by Lessor for.benefit.of Lessee eithen.(a) toward the principal portion of the Rent Payment next: coming due under the Lease; or (b) to reimburse the Lessee for the interest portion of their Rental. Payments previously made within the past 18 months; or (c) toward a partial prepayment of the principal Amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting.such partial prepayment Of principal. Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow: Agent shall apply the interest earnings on the Equipment Acquisition Fund as set forth in Section 2.04 above. 2.06 The Escrow Agent shall not be.responsible for the sufficiency of the. moneys credited to the Equipment Acquisition Fund to make the payments herein required, 2.07 This Agreement shall terminate upon disbursementby the Escrow Agent of all money held by it hereunder,: subject to the provisions of Section 4. SECTION 3. MONEY IN EQUIPMENT ACQUISITIONS FUND; INVESTMENT. 3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in escrow for the .benefit of .Lessee and. Lessor, and such money, together with any income or interest earned therconi shall be expended only as provided in this Agreement, and shall not be subject to any security interest or lien, by or for the benefit of any creditor of either Lessee or Lessor; provided, that the money and investments held by the Escrow Agent under this Agreement shall be subject to the security interests provided in Sections 3.07 and 4.03 hereof and further shall be subject to Section 12.04. 3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written direction executed by an Authorized Representative of Lessee in Qualified Investments (as defined below). Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving consideration for the time at which funds are. required to be. available. No investment instruction shall be given that would cause the Agreement to be deemed an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended. 3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Equipment. Acquisition Fund. Lessee acknowledges and agrees. that all investments made pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Equipment Acquisition Fund account, as and when instructed by an Authorized Representative of Lessee, in writing, in any one or more of the following (hereinafter; "Qualified Investments"): (a) obligations of the United. States of America or any agency created thereby; (b) general obligations of any State of the United States of America; (c) .general obligations of political subdivision of a Slate of the United States of America, if such obligations are rated by at least two recognized rating services as at least AA; (d) certificates of deposit of national bank or banks (including, if applicable; Escrow Agent or an affiliate of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FDIC) with a net worth in excess of S100,000,000.00 ("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America and guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of Escrow Agent if Escrow Agentor an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are. solely invested in obligations listed "tn.(a) through (f) above, including repurchase agreements secured by such obligations and which money market funds are rated in either of the two highest categories of Rating Agency at the time of purchase, including, without. limitation, the Deutsche Bank Trust Company Americas Funds, or ally other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent; and/or custodian or subcustodian, notwithstanding that (1) the Escrow Agent or nnaffiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent charges and collects fees for services rendered pursuant to this Agreement, which fees are, separate from the fees received from such funds and (3) services performed for such funds and pursuant to this Agreementmay at times duplicate those provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor. Unless otherwise directed in writing by an Authorized Representative of the Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including .all income earnings, as selected by the Lessee on schedule .1 hereto ("Schedule V! upon the execution of this Agreement, In the event that no election is made by an Authorized Representative of Lessee by the Lessor's Deposit Date; Escrow Agent slrall invest the Equipment Acquisition Fund in an investment available through the Escrow Agent's Trust Platformor in an interest bearing account.that.the Escrow Agent has agreed to and upon written direction to the Escrow Agent. Page 3 of 14. 3.04 If any of the above -described Qualified Investments are not legal investments of Lessee, then an Authorized Representative of the Lessee shall immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee; and shall provide Escrow Agent with direction to invest funds in accordance with Section 3.03. It is the sole responsibility of the Lessee to ascertain that all investments comply with all applicable federal, state, and local laws, statuesi and policies. 3.05 The Escrow Agent. shall, without further direction; sell such investments as and when. required to make any payment from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition Fund. 3.0E The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. The Escrow Agent shall not responsible or liable for any loss suffered in connection with any investments of moneys made by itin accordance with this Section Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any Qualified Investment furnished in any report or statement may be obtained front third party sources and is furnished for the exclusive use of the Parties. The Escrow Agent has no responsibility whatsoever to determine the market or other value of any Qualified Investment and makes no representation or warranty,. express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of a Qualified Investment. 3.07 Lessee hereby grants Lessor a security interest in the money and 'investments held by the Escrow Agent under this Agreement as collateral security for the payment and performance of ail of Lessee's obligations under the. Lease; this Agreement and. any agreement, contract or instrument related to the Lease or this Agreement, Lesseerepresents and warrants to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any lions, security interests or encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee as. bailee for Lessor; provided, that.Escrow Agent's security interest in such money and investments as created under Section 4.03 hereof shall be superior to Lessors security interest therein. It understood that Escrow Agent has no responsibility with respect to the validity or perfection of the security interest other than -to actin accordance with the terms of this Agreement. SECTION 4. ESCRO'VY AGENT'S.AUTEIORITY; INDEMNIFICATION. 4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature which it, in good faith, believes to be genuine and to have been signed by an Authorized Representative of the applicable Party or Parties; assume the validity and accuracy of any statement or assertion contained in such a writing, notice, certificate, instruction or instrument; and assume that any person.purporting to give any such writing, notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so: Except as expressly provided otherwise in this Agreement, the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the manner of execution of, or the validity, accuracy or authenticity of any writing, notice, certificate, instruction or instrument. deposited with it, her as to the identity, authority or right of any person executing the same, The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to .the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either Party. The Escrow Agent's duties.hereunder (including, without limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund) shall be limited -to those specifically provided. herein. 4.02 Lessee and Lessor jointly. and severalty shall indemnify, defend and save harmless. the Escrow Agent from any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out -of pocket and incidental expenses and fees and expenses of in house. or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this Agreement, except to the.extent.and that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence or willful misconduct of the Escrow Agent, or (ii) its following any instructions or other directions from Lessee or the Lessor, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. "fhe provisions of this Section 4.02 shall survive the termination of this Agreement andthe resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to and shall include the indemnification of all of iected agents, directors, officers and.employees of the Escrow Agent..Ia no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss ordamage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been.advised of the likelihood of such loss or damage and regardless of the form of action. 4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for any other expenses; .costs, tees or charges of any character or nature which may be incurred by the Escrow Agent (including reasonable attorneys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising between Lessee and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said expenses, costs, fees and charges shall be fully paid. Page 4 of 14 4.04 Except as otherwise provided in accordance with Section 2.03 above, if Lessee or Lessor disagree about the interpretation of the Lease or this Agreement, about their rights and obligations under the Lease or this.Agreement, or about the propriety of any action contemplated by the Escrow Agent hereunder, then the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all costs, including reasonable attorneys' fees, in connection with such action. Unless the Escrow Agent has received a notice of an event of default under the Lease in accordance with Section 2.03 above, if Escrow Agent receives conflicting instructions from the Parties, the Escrow Agent shall be entitled and fully protected in (a) suspending all or any part of its activities under this Agreement until it shall be given a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict or by a final court order or (b) file an action in interpleader. Lessor and Lessee agree to pursue any redress or recourse in connection with .any dispute without making the .Escrow Agent a party to the satire. 4.05 Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents.. 4.06 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow .Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct. None of die provisions contained in this Agreement. shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. SECTION S. CHANGE OF ESCROW AGENT. 5.01 Upon agreement of.the parties hereto, a national banking association or a state bank having capital (exclusive of borrowed capital) and surplus of at least $1000,000.00, qualified as a depository of public funds, may be substituted to act as Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties -hereto. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement. 5.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty.(30) calendar days' prior written notice of such resignation to the Lessee and Lessor. The Lessee. and Lessor may remove the Escrow Agent at any time bygiving thirty (30) calendar days'.prior wri (ten notice to the Escrow Agent. Upon such notice, a successorescrow agent shall be appointed by the.Lessor and Lessee, who shall provide written notice. of such to the resigning Escrow Agent. Suelr successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. if the Lessor and Lessee are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may; in its sole discretion, deliver the Equipment Acquisition Fund to the Lessor at the address provided herein or may apply to a court of competent jurisdiction for the appointment.of a successor escrow agent or for other appropriate relief. The costs and expenses (including ils attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall .be paid by the Lessee and Lessor. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow. Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow -Property as. set forth in this Section, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the:.Escrow Property or this Agreement. 5.03 The Escrow Agent may appoint an agent to .exercise any of the powers, rights or remedies granted to the Escrow Agent under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder. 5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business to any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a parry, ipso facto shall be and become successor escrow agent hereunder; vested with all other matters as was its predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary. SECTION 6. ADMINISTRATIVE PROVISIONS, 6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this Agreement, which shall be available for inspection, by Lessee or Lessor, or the agent of either of them, at any time during regular business hours, Page 5 of 14 602 This Agreement shall be construed and governed in accordance with the laws of the State where Lessee is located. Each Party irrevocably waives any objection on the grounds of venue; forum non-conveniens or any similar grounds and irrevocably consents to service ofprocess by.mail or in any other manner permitted by applicable law and consents, to the jurisdiction of the courts located in the State where. the Lessee is located. To the extent that in any jurisdiction either Party may now or hereafter be entitled to claim for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such Party shall not claim, and. hereby irrevocably waives, such immunity.: 6.03 The Parties represent, warrant and covenant that each document, notice, instruction or request provided by such Party to Escrow Agent shall comply with applicable laws and regulations. Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 6.04 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Any entity into which the Escrow Agent may be merged or converted orwith which it maybe consolidated, or any entity to which all. or:substantially all the escrow business maybe transferred, shall be the Escrow Agent under this Agreement without further act. Specifically, the term "Lessor" as used herein means any person or entity to whom Lessor has assigned its right to receive Rent Payments under the Lease and any other payments due. to. Lessor hereunder from and after the date when a %Titten notice of such assignment is filed with the Escrow Agent. Neither this Agreement nor any right or interest hereunder may be assigned by any Party without.the prior consent of Escrow Agent and the other Party; unless the assignment is to JPMorgan Chase & Co., then consent will not be required. 6:05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all. of which shall constitute but one and the same Agreement: Except as expressly provided in Section 4 above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respectof the Equipment Acquisition Fund or this Agreement. 6:06 All signatures of the Parties to this Agreement may be transmitted by a Portable Document Format ("PDF"), and. PDF will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party; SECTION 7. SECURITY PROCEDURES. In the event funds transfer instructions are given (whether. in writing or by PDF); executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this.Agreement or one of their designated persons as set forth in Schedule 2 (each an "Authorized Representative"), and delivered to the Escrow Agent in accordance with Section 9.b2, the undersigned is authorized to certify that the signatories on Schedule 2 are specimen signatures of each of their respective Authorized Representatives, The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifyng numbers provided by the Lessee or Lessor to identify (i) the. beneficiary, (ii) the beneficiary's bank,. or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even where its use may result in a person other than the beneficiary being paid, or the transfer of funds to abank other than the beneficiarys bank or an intermediary bank designated. The Lessor and Lessee acknowledge that these security procedures am -commercially reasonable. SECTION 8. ESCROW AGENT FEES. S1,500 ("Administration Fee"). As compensation for Escrow Agent's services hereunder, Lessee agrees to pay Escrow Agent the above Administration Fee. If the Administration. Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said Administration Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Administration Fee at any time. In addition; Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary fees and expenses for performing its obligations hereunder (including, but not Iimited to, attorneys fces and expenses) and to pay all other amounts expressly due and payable to Escrow Agent hereunder. The Escrow Agent may impose, charge, pass -through and modify fees and/or charges for anyaccount established and services provided by the Escrow Agent, including but not .limited to, transactions, maintenance, balance -deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any.governmental authority. SECTION 9. NOTICES. 9.01 Notwithstanding. anything to the contrary as set. forth Section 9.02, any notices and demands unifier or related to this document shall be in writing and delivered to the intended Party at its address stated herein. Notice shall be deemed sufficiently given or made (a) upon receipt if delivered by hand, (b) on the Delivery Day after the day of deposit with a nationally recognized courier service, (c) on the third Delivery Day after the day of deposit in the United.States mail, sent. certified, postage prepaid with return receipt requested, (d) only if to Lessee, on the third Delivery Day after the notice is deposited in the United States mail, postage prepaid, and (e) upon receipt if delivered by confirmed facsimile. "Delivery Day" means a day other than a Saturday, a Sunday, or any Page:6 of 14 other day on which national banking associations are authorized to be closed. Any Party may change its address for the purposes of the receipt of notices and demands by giving notice of such change in the manner provided in this provision. 9.02 Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction rm peitted pursuant to Section 2 of this Agreement, shall be given to the Escrow Agent in writing, be executed by an Authorized Representative and sent as a PDF attached to an email only. No instruction for or related to the .transferor distribution of the .Equipment Acquisition Fund shall be deemed delivered and effective unless. Escrow Agent actually shall have received it on a Delivery Day as a PDF attached to an email only at the email address set forth in this Section 9.02 and as evidenced by a confirmed transmittal to the Party's or Parties. email address and Escrow Agent has been able to. satisfy any.applicable.security procedures.as.may be required hereunder. The Escrow Agent shall not be liable to.any Party or other person for refraining from acting upon any instruction for or related to the. transfer or distribution of the Equipment Acquisition Fund if delivered to any other fax number or email address; including but not limited to a valid email address of any employee of the Escrow Agent. The Lessor and Lessee acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the.Parties hereby expressly assume such risks. Notices shall. be addressed as follows: (i) If to the Lessee: CITY OF HUNTINTON BEACI-C 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 Attn: Marilyn Goldstein and Sunny Han Telephone: 714-374-1569 Email: MGOI .DSTEIN�rnr SURFCITY-HB ORG / SUNNY. I.IAN(@SURFCITY-H 8.ORG (ii) If to the Les JPMORGAN CHASE BANK, N.A. I I I I POLARIS PARKWAY, SUITE A-3 MAIL, CODE OH1-1085 COLUMBUS, OHIO 43240 Attention: GNPH Operations Manager Email: cefm.escrow.disbursement.reouestra)jtmchase cam (iii) If to the Escrow Agent: DEUTSCHE BANK TRUST COMPANY AMERICAS 60 WALL STREET, I6'h Floor NEW YORK, NY 10005 Attn: D13NY MP Escrow Telephone: 212-250-6647 Email: dbnv-meescrow Iist.db.com SECTION 10. FORCE MAJEURE. Notwithstanding any other provision of this Agreement, no Party to this Agreement is liable to any other Party for losses 'due to,. or if it is unable to perform its obligations under the terms of this Agreement because of acts of God, war, terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control. SECTION 11. JURY NVAIVER. ALL PARTIES TO THIS AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAYRELATED TO THIS AGREEMENT. .SECTION 12. MISCELLANEOUS. 12.01 Patriot Act Section 326 Customer Identification: Program. In order to comply with the laws, rules, regulations and executive orders in effect from. time to time applicable to banking institutions, including; without limitation, those relating to the funding of terrorist activities and money laundering, including. Section 326 of the USA PATRIOT Act of the United States ("Applicable Law"), the Escrow Agent are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Escrow Agent. Accordingly, each of the parties agree to provide to the Escrow Page 7 of 14 • 0 Agent, upon their request front time to time such identifying information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable Law.. 12.02 Taxpayer Identification Numbers ("TINs" ). The other Parties have provided the. Escrow Agent with their respective fully executed Internal Revenue Service ("IRS") Form W-8, or W-9 and/or other required documentation. The other Parties each represent that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered forms. 12.43 Tax.Reporting. All interest or other income earned under the Agreement shall be allocated to the Lessee and reported by the Escrow Agent to the IRS, or any other taxing authority, on IRS Fortn 1099 or 1042S (or other appropriate form) as income carried from the Equipment Acquisition Fund by the Lessee whether or not said income has .been distributed during such year. The Lessor and Lessee hereby represent to thc;Escrow Agent that no other tax reporting of any kind is required given the underlying transaction giving rise to this Agreement. Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding, in the absence of proper tax documentation or as required bylaw, and shall remit such taxes to the appropriate authorities. I2.04 Court Orders. In the event that any of the Equipment Acquisition Fund shall be attached, garnished, levied upon, or otherwise be subject to any court order, or the delivery thereof shall be stayed or enjoined by. an order ofa court, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all such orders so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without, jurisdiction, and. in the event that the Escrow Agent obeys or complies with any such order it shall not. be liable to any of the Parties hereto or to any other person by reason of such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated. (The next page is the signature page.] Page 8 of 14 • • IN WITNESS WFIEREOF, the parties have executed this Agreement. CITY OF HUNTINGION PEACH (Lessee) By'O' �� r Title: Jr-.L-,'.—.- r DEUTSCHE BANK TRUST COMPANY AMERICAS as escrow agent (Escrow Agent) By: TitIc: DEUTSCHE BANK TRUST COMPANY AMERICAS, as escrow agent (Escrow Agent) By: Title: Attachments: Schedule 1 (Investment Authorization) JPMORGAN CHASE BANK- N.A. (Lessor) By: Title: Authorized Officer Schedule 2 (Name/telephone # of call-back person(s) designated by Section 7 above) Page 9 of 14 0 0 IN WITNI"SS WI It RI-'.0F. the parties have eNeCLIted this Agreement. CITY OF 11-11LINTINGTON BEACH ( Lesscc) 13\. Tille: DFUTSCHE BANK TRUST COMPANY AMERICAS, as CSClOWa2C1l1 (Escrow Agent) "'t By: DEUTSCHE BANK 'rizus,r COMPANY AMERICAS, as escrow agent J'Scrow Aumm Title: Andrea E. Gilardi Assistant Vice President Attachments: Schedule I (Investment Authorization) JI'MORGAN CHASE BANK. N.A. (Lessor) By Tide: AuthorizedOlfic(cr Schedule 2 (Name/telephone # of call-back person(s) designated by Section 7 above) ,COUNTERPART Page I q�c 9 of 14 0 • Schedule 1 Investment Authorization Lessee: CITY OF HUNTINCTON BEACH Lease No.: 1000143100 Investment: SELECT OUALIFIED INVESTMENT BELOW f j During the term of this Agreement, the Equipment Acquisition Fund shall remain in a Non -Interest Bearing Account. f j A money market mutual fund, including without limitation a JPMorgan Money Market Mutual Fund. (collectively, "MMMF"), as selected by Lessee below. Check One (if the money market mutual fund option is selected above): _ JPMorgan 100% U.S. Treasuiy Securities Money Market Fund (675) JPMorgan U.S. Government Money Market Fund Morgan Shares (3916) — JPMorgan U.S. Treasury Plus Money Market Fund Morgan Shares (3914) JPMorgan Federal Money Market Fund Morgan Shares (353) JPMorgan 100% U,S. Treasury. Money Market Fund Morgan Shares (677) JPMorgan Tax Free Money Market Fund Morgan Shares (2) Federated U.S. Treasury Cash Reserves Money Market Fund Institutional Service Shares (632) — Federated Government Obligations Tax -Managed Money Market Fund Institutional Service Shares (637) Federated Treasury Obligations Money Market Fund Institutional Service Shares (398) Federated Government Obligations Money Market Fund Institutional Service Shares (395) Notes related to MtMMPs: 1) An investment in any of the above investment options is subjectlo the availability of such money market mutual fund. If dic selected investment is not available at the present time you will be contacted by a. Deutsche Bank Trust Company Americas representative. 2) Each investment instrument above has a rating. not lower than the highest rating category from both Standard & Poor's and Moody's. 3) Lessee acknowledges that ait affiliate of Escrow Agent, Deutsche Bank Trust Company Americas, serves as investment manager for the selected MMMF and receives fees from the -invested funds.for.services rendered separate from the fees for services rendered by Escrow Agent as further provided within this Agreement. MMMFs have rates of compensation that may vary from time to time based upon market conditions. The Escrow Agent strait not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in accordance with Section 3 of the Agreement;. a) The Lessee; herebyacknowledges and confirms that it makes its own investment decisions and has notbeen offered,any advice or recommendation on investing in nny.MMMF and if selected above, is based upon Lessees independent review of prospectuses previously delivered to Lessee. The Lessee recognizes and agrees that the Escrow Agent has not and will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Equipment Acquisition Fund account or the purchase, sale, retention or other disposition of any Investment. 5) Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any NIMMF furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Lessee and.Lessor. Escrow Agent has no responsibility whatsoever to determine the market or other value of any MMMF or other non -cash Qualified Investments and makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds thatmay be received on the sale of an MMMF or such Qualified Investmen(s. 6) SHAREHOLDER SERVICES FEES: Lessee acknowledges that the Fund is authorized to make payments from its Page 10 of 14 management fee or any other source available to parties such as banks or broker -dealers ("Service Organizations") that provide shareholder support services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of.50% annually of the average net assets of each Fund With respect to which they provide or have provided shareholder support services. Lessee further acknowledges that Deutsche Bank Trust Company Americas is a Service Organization and is paid, and hereby consents to such payment, by the. Fund up to the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholder support services rendered to the Fund by Deutsche Bank Trust Company Americas, which services may include, without limitation, answering client's inquiries regarding the Fund, assistance to clients in changing dividend options, account designations and addresses, processing purchase and redemption transactions; providing periodic statements showing a client's account balance and theintegration. of such statement with.other transactions, `arranging for Deutsche, Bank Trust. Company Americas wires, and providing such other information and services as the Funds distributor or Lessee reasonably may request. Lessee further acknowledges that the Fund may purchase securities from .or through Deutsche Bank Trust Company Americasor its affiliates, may engage in repurchase transactions with Deutsche Bank Trust Company Americas or its affiliates, may place funds on deposit in accounts with Deutsche Bank Trust Company Americas or its affiliates and receive interest income thereon and may obtain. other services from Deutsche [lank Trust Company Americas. for which Deutsche Bank.Trust Company Americas is paid a fee. This investment authorization and direction will remain in effect until and unlessexpressly revoked or superseded in writing and shall specify the type and identity of the investments to be purchased and/or sold. Page 1 1 of 14 SCHEDULE 2 Telephone Number(s) and Signature(s) forPerson(s) Designated to Give Funds Transfer Instructions If from Lessee: Name Telephone Number Signature 2. n,Ntj Y�536 �'Sl1i 3 If from Lessor; Name Telephone Number Sip -nature I. Stacey R. Roth 614-213-1537 (Standing Signature on File) 2. Mary Iieubach 614-213-1.557 (Standing Signature on File) 3. Nate J. Ruhe 614-213-3859 (Standing Signature on File) 4, Britney. Posey 614-217-8827 (Standing Signature,on File) 5. Kelsey A. Bruck 614-213-9516 (Standing Signature on File) 6. Terri E. Sayers 614-2134521 (Standing Signature on File) 7. Cherie L. Oliveto 614=213-3246 (Standing Signature on File) 8. Mary T. Short 614-213-4881 (Standing Signature on File) 9. Larry E. Spencer 614-213-7177 (Standing Signature on File) All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an email, must include the signature of the Authorized Representative authorizing said funds transfer on behalf of the Party; Page 12 of 14 • SCHEDULE A-1 (Equipment List) Expected Equipment Purchase Price $1,731,954.00 Net Amount Financed S1,731,954.00 Equipment Location: 2000 Main Strcel Huntington Beach, CA 92648 Equipment Description: 911 System Communication Upgrade (800 MHz Project, Shared Backbone) Additional Collateral that.will be released at maturity: YEAR / AGE MANUFACTURER MODEL ViN# / Serial # 2009 Pierce Manufacturing Arrow XT 4P1CAO1 H49AO09989 2002 Emergency One Inc Cyclone 11 4EN3ABA8321004650 2009 Pierce Manufacturing Arrow XT 4P1 CA01 E09AO10157 2005 Pierce Manufacturing Dash -Lance 4P1CL01E65AO05579 2007 Pierce Manufacturing Arrow XT 4P1CAO1F87AO07450 2006 Pierce Manufacturing Arrow XT 4P1CA01F76AO06661. 2008 Pierce Manufacturing Arrow XT 4P1.CAO1 F48AO08421 2005 Pierce Manufacturing ArrowXT 4P1CAO1F35AO05005 2005 Pierce Manufacturing Arrow XT 4P1CA01F25A005027 2006 Pierce Manufacturin Arrow XT 4PICAOIF96AO06662 2007 Pierce Manufacturing Saber 4P1CSO1T37AO07410 2005 Frei htliner M2106 1FVACYDC55HU77924 2005 Frei hlliner Mobile Decontamination 1 FVACXCS35HU21838 2001 E ergency One Inc Cyclone I I 4EN3AAA8X11003228 2001 Emergency One Inc Cyclone II 4EN3AAA8411003225 2001 Emergency One Inc Cyclone II 4EN3AAA8811003227 2002 Emer enc One Inc Cyclone it 4EN36CA8921004462 2012 Navistar 4300 SBALP 4x2 1HTMNAAL2CJ609142 2009 Freightliner M2 Business Class 1FVACWDT29HAK3465 2009 , -..Freightliner M2 Business Class 1FVACWDT49HAK3466 Page 13 of 14 0 2006 Freightliner 30 PT Utilimaster 4UZAASBV56CW19458 M2 Business 2007 Freightliner Class 1FVACWCS37HX75548 M2 Business 2007 Freightliner Class 1FVACWCS17HX75547 M2 Business 2005 Freightliner Class 1FYACWCS15HP00974. M2 Business 2005 I Freightliner I Class IFVACWCSX5HP00973 TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to the Lease SMedulc:10001431019 or a Receipt CeitilicatelPaysnent Request relating to the Lease Schedule. Page 14 of 14 • n ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE Dated as of: August 4, 2017 Lease Schedule No.: 10001.43109 Lessee: CITY OF HUNTINGTON BEACH Escrow Agent: DEUTSCHE BANK TRUST COMPANY AMERICAS Escrow Agreement dated as, of: August 4, 2617 Amount To Be.Deposited Into Escrow: $17731,954.00 ("Lessor's Deposit") Reference is made to the above Lease Schedule ('Schedule") to the Master Lease -Purchase Agreement identified .in the Schedule ("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee (°'Lessee").. .used herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the. Master Lease relates to the Schedule. This Addendum amends and modifies the. terms and conditions of the Lease and ishereby made a part of the Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree to amend the Lease as follows: 1. Lessee and Lessor together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow Agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase Price of the Equipment will be paid. 2. Lessor shall deposit such amount into escrow as is requiredby the Escrow Agreement, which amount. shall be credited to the Equipment Acquisition Fund. Lessee shall pay the balance of the Purchase Price of the Equipment, either by deposit in escrow to the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment: 3. The Lease Term.of the Lease shall commence on the earlier of the date specified in the. Payment Schedule to the Schedule or the date.of Lessor's deposit of funds into the.Equipment Acquisition Fund. Notwithstanding the statements regarding delivery and acceptance of the Equipment:in the Schedule, the parties acknowledgethat the Equipment will be accepted as provided in the Escrow Agreement. 4. The delivery of documents and the satisfaction of any other conditions required by the Escrow Agreement or this Addendum shall be additional Funding Conditions for the Lease. 5. Upon Lessee's execution of the Escrow. Agreement, Lessee hereby represents. and warrants to Lessor that: (a) Lessec has full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its obligations under the Escrow Agreement, and all suchactions have been duty authorized by appropriate findings and actions of Lessee's governing body, (b) the Escrow Agreement has beenduly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; and, (c) the Escrow Agreement is authorized under, and the authorization, execution and delivery of the Escrow Agreement complies with, all applicable federal, state and local laws and regulations (including, but.not.limited to, all open meeting, public bidding and public investment laws) and all applicable judgments and court•orders. 6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee in paragraph 5 above. 7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to be false, misleading or erroneous in any material respect. 8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby certifies that helshe is the duly qualified and acting represenlative of Lessee with the title set forth below his/her signature hereon; that Lessee has executed and delivered the Schedule and the Master Lease (collectively, the "Lease"); that Lessee is a political subdivision of the State identified in the Lease;, and that. in his/her official capacity as such officer he/she is responsible for executing and delivering, on Pagel of3 behalf of the Lessee, the Lease and this Addendum. This paragraph of this Addendum (hercinafteri this paragraph shall be identified as the "Arbitrage Certificate") is being issued by .Lessee as a "no arbitrage certificate" pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations, Sections 1.148-0 through 1.148.11 (the "Regulations"). Lessee represents and warrants to Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or are reasonably expect to occur hereafter. (a) The Lease provides for the lease of the Equipment described in.the.Lease by Lessor to Lessee. Under the Lease, Lessee is required to make Rent Payments with respect to. the Equipment, comprising principal and interest, on the dates and in the amounts stated in the Payment Schedule to the Lease. (b) Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of the availability of monies needed to pay the cost of the Equipment when due, Lessee; Lessor and the Escrow Agent haveexecuted the Escrow Agreement. (c) Contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by Lessee .to Equipment Vendors therefor and the Equipmentwill be acquired and installed with due diligence. Based upon the. provisions of the contracts or purchase orders, the Equipment will be acquired and installed no later than eighteen (18) months from the date of the Escrow Agreement ("Funding Expiration Date"), (d) The Escrow Agreement provides that Lessor shat► deposit the Lessor's Deposit into escrow to be .credited to the Equipment Acquisition Fund created by the Escrow.Agreement and utilized to pay for the Equipment as provided.' therein. It is presently expected that all such funds initially credited to the Equipment Acquisition Fund shall be disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such purposes and the interest eamings on the amounts held in escrow shall be utilized 'on or after the Funding Expiration Date to pay pan of the principal due under the Lease, as provided in the Escrow Agreement. (c) All of the spendable proceeds of the Lease will be. expended on the Equipment and related expenses on or before the Funding Expiration Date. (f) The original proceeds of the Lease, and interest to be earned thereon, do not exceed the amount necessary for the purpose for which the Lease is issued. (g) The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or disposed of by Lessee. (h) No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments (i) Lessee represents, warrants and covenants to one of the following statements of this clause (i) as is initialed by:Lessee below [and if Lessee fails to initial its selection, then subclause (A) shall be deemed to have been selected by Lessee]: (A) 100% of theproceeds of the Lease shall be paid for the acquisition of the Equipment within 18 months of the date of the Escrow Agreement in accordance with the following schedule: No less than 15% within 6 months.of the date of the Escrow Agreement; No less than 60% within 12.months of the date of the Escrow Agreement; and No less than 100% within 18 months of the date of the Escrow Agreement. (B) 100% of the proceeds of the Lease shall.be paid for the acquisition of the Equipment within 6 months of the. date of the Escrow Agreement. (C) Lessee qualifies for the "small issuer" exemption in section 148(f)(4)(D) of the Code. because all of the following are true: (1) Lessee is a governmental unit with general taxing powers, and (2) the Lease is not a "private activity bond" as defined in Section 141 of the Code, and (3) 95% or more of the proceeds of the Lease•shall be used for the governmental activities of Lessee, and (4) the aggregate face amount of all tax exempt bonds and other tax exempt obligations (other than "private. activity bonds") issued by Lessee (and any subordinate entities of Lessee as contemplated by Section 148(f) of the Code) during the calendar year in which the Lease is issued is not reasonably expected to exceed $5,000,000.00. 0) Lessee hereby covenants that Lessee shall comply with all of the requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America (including, without limitation Section 148(f) of the. Code) and will rebate to the United States of America all arbitrage profit required thereby. Page 2 of 3 0 (k) To the best of the knowledge and belief of the undersigned, the expectations of Lessee, asset forth above, are reasonable, and there are no present facts, estimates and circumstances which would change the foregoing ex ectations P (1) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. 9. if there is a partial prepayment of principal pursuant to the terms of either clause (c) of Section 2.04 second of the Escrow Agreement or clause (c) of Section 2.05 second of the Escrow Agreement, then in addition to the payment of the Partial Principal Amount, a Break Funding Charge (as defined below) shall be due and payable if (i) exceeds (ii) where (i) equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap including any forward rate swap, if any, which Lessor shall be deemed to have entered into on the earlier of (a) the date the Lease was originally funded or (b) the date a rate lock letter was signed, if any, and (ii) equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment (the "Replacement Swap"). The "Break Funding Charge" equals the present value of the difference between (i) and (d) for each interest period discounted to a net present value as of the date of prepayment using the fixed interest rate of the Replacement Swap. Lessee acknowledges that (i) Lessor might not fund or hedge its fixed-rate loan portfolio or any prepayment thereof on a loan -by -loan basis at all times, and agrees that the Break Funding Charge is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the Lease and (ii) all calculations and detenninations by the Lessor of (fie Break Funding Charge or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. 10. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above, CITY OF HUNT NGT N BEACH (Lessee) �m, vl! —By. ✓�Title: (�N9 Boa OK- JPMORGA Q CHASE BANK N.A. (Lessor) 13y' Titic:Authorized Officer Page 3 of 3 • • --> e�,"N� SIGN UP— FOR AUTOMATED BILL PAYMENT Please complete ALL.Sections and return this form: I authorize. JPMORCrAN CIIASL BANK, N.A. to make.withdrawals from theaccount listed below. I understand that I control my withdrawals for payments on leases and loans. If at any time I decide to discontinue this payment service, I will.notify the biller. I also understand that any future leases and loans will automatically be set up. with auto debit withdrawals unless JPMorgan Chase Bank, N.A. elects to the contrary. All assessments and other fees payable under theleases and loans will be withdrawn with rentallinstallment payments unless otherwise instructed. (PLEASE PRINT) Customer Information: Financial Institution: Name: CITY OF HUNTINGTON BEACH Name: Address: 2000 MAIN STREET ATTN: TO SUNNY hTAN - FINANCE Address: .City: I-iUNTINGTONBEACIi Ci : State: CA Zip: 92648 State: zi Account Type (check one) Checking Savings Routing /ABA Number Account Number (:Please enclose a voided check) Biller Information: Your JPMorgan Chase.Bank, N.A. Account Number(s) as Shown on Agreement or Invoice. (A sign-up form is required for each unique financial institution account and routing/ABA number.) 1000143109 I000— _ — _ — 1000— — — — — — 1000— _ __.. _ __.. Notice to Customer - This agreement authorizes the periodic transfer of funds from your account at the financial institution listed on this sign up form by electronic means. Your rights and liabilities under this agreement are governed in .part by federal laws and regulations.dealing with electronic fund transfers. You should consult your agreement with the financial institution, which holds your account for a more complete. disclosure of your legal. rights. Withdrawal amount may change to reflect the payment schedule defined in the agreement. This authorization and change of payment method will not modify or amend the agreement, including any rights or remedies of JPMorgan Chase Bank, N.A. The biller reserves the right to discontinue this payment service at biller.'s discretion and upon notice to the customer. Authorized Signature Date Telephone No. Do. Not Enclose Payment! Mail to: JPMorgan Chase Bank, N.A. 1111 Polaris. Parkway, Suite 3A Columbus, OH 43240 Phone: 1-800-678-2601 Option #2 Or Email: JPMEF.Portfolio.Servicc@JPMORGAN.com Page I of 2 POST FUNDING CONDITION ADDENDUM TO LEASE SCHEDULE Dated As Of: August 4, 2017 Lease Schedule No: 1000143109 Lessee: CITY OF HUNTINGTON BEACH Reference is made to the above Lease Schedule as amended ("Schedule") and to the Master Lease Purchase Agreement as amended ("Master Lease") identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule; and "Equipment" shall mean the equipment covered by the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. For good and valuable consideration, receipt of which is hereby acknowledged, and solely for Purposes of the above Schedule, Lessor and Lessee hereby agree as follows. _ 1. Lessee has requested that Lessor pay all or part of the Lessor's Cost of the Equipment prior to all funding conditions established by Lessor ("Funding Conditions") being satisfied. In order to induce Lessor to pay all or part of the Lessor's Cost of the Equipment prior to all Funding Conditions being satisfied, Lessee and Lessor agree that it shall be an additional event of default under the Lease if Lessee fails to satisfy any of the following conditions within ninety (90) days of Lessor's Acceptance Date of the Schedule: (a) Title showing JPMorgan Chase Bank N.A. as lienholder for 2005 Freightliner M2 106 VIN: 1 FVACYDC55HU77924 (b) Title showing JPMorgan Chase Bank N.A. as lienholder for 2005 Pierce Manufacturing Arrow XT VIN.4PICAOIF35A005005 (c) Title showing JPMorgan Chase Bank N.A. as lienholder for 2005 Pierce Manufacturing Arrow XT VIN:4PICAOIF25A005027 2. Any and all documents required by the above terms and conditions shall be satisfactory, in form and substance, to Lessor 3. Except as expressly amended by this Addendum and by other instruments executed by Lessee and Lessor, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above CITY OF HUNTIN VBEACH JPMORGAN [ASE BANK N.A (Lessee) (Lessor) / By: of F�^� � By: Title: �y,r,� Title: Authorized Officer