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HomeMy WebLinkAboutJPMorgan Chase Bank - 2017-02-06• s J. P.Mor( an .IPMORGAN CHASE BANK. N.A. Mail Code 0111-1085 1 1 1 1 Polaris Parkway, Suite 3-A Columbus. 01-1 43240-2050 February 13. '017 CITY OF FIUNTINGTON BEACI I Attn: Sunnv Ilan -000 X-IAIN STREET I1UN"1 ING 0N. BEACH. CA P2648 Dear Sunny I ian. Enclosed you will find the doellmCtllS nCCCSSary to complctc your transaction with .111MORGAN CHASE BANK, N.A. I'hese documents have hcen completed as of Fehruary 13. 2017 and reflect the pricing, terms and conditions ol'the uansactiim as of this date. Please be advised that JPM11 reserves the right to adjust pricing in order to maintain JPNI's anticipated economic return as a result of material adverse changes in money markets and capital markets up to the date of final fending. • Lease Schedule, Schedule A-1, and Pavnrent Schedule - These are specific documents for the current financing and detail the Schedule terms and conditions, deSCribe the equipment and state the repayment terms. Please have your Authorized Signer sign and record his/her title on each form. **FINAL RATE AND A:MORI%ATION SCHEDULE WILL BE SET THREE BUSINESS DAYS PRIOR TO FUDNiN(;** • Prepayment Schedule Addendum, Vehicle Schedule Addendum Judicial Reference Agreement, and Lease Schedule Addendum- These documcnts are specific fur the current financing and details any additional terms and conditions related to the Schedule. Please have your Authorized Signer sign and record hisiher title on the for ns. • Certificate of Authorization and Incumbency - Please have the Secretary/Clerk of the hoard eertify that the titles and speeimen signulurclsl of the Authorized Signcr(s) are correct. have also included the Certificate ol'Authorization and incumbcncv il'vuu would like to use your board minuteS instead of our Rtaoluliun. • Opinion of Couttscl - Please have your Counsel rcvicw the dOCUMCotS as soon as possible. and prepare an Opinion ni Counscl letter on their letterhead addressed to JPMORGAN CIIA.SE BANK. N.A. A :ample ofan Opinion oi'Counsel letter that will salist'y JP\iORGAN CHASE BANK, N.A. is enclosed. • Proceeds Disbursement Authorization - Please complete the missing payment inforniation. sign and date, and provide the signer's title where indicated. • IRS Form 8038/G/GC - This form is required for iRS reporting ol' a tax-exempt financing,. Please rcl'cr to the instructions when completing the inlimn;tion on the form and have an Authorized Signer sign and date at the bottom. • Insurance Reuuest Letter - Prior to paying, the vendorls), we will need proof of insurance on the equipment, and JPMORGAN CHASE BANK, N.A., its Parent, ACliliateS. Successors • • and Assigns. will need to be listed as both loss payee and additional insurect on your policy. Please have an Authorized Signer sign the bottom of the form. Also, please instruct your Insurance Agent to provide a Certificate of Insurance as required on the firm. Escrow Agreement, Receipt Certificate/Payment Reouest Forms (with Instructions) and Escrow Funding Schedule .Addendum and Arhitrage Certificate -These documents establish an agreement with an Escrow Agent if you are acquiring the equipment over a defined and allowable period oftime. Please rcvic%v the Schedule I Investment Authorization form and select an investment lM, the escrowed Iltnds. This w ill instruct the Escrow Agent where you want the escrowed funds to he invested. The authorized Signer will need to sign and insert his/her title on the Escrow :%greement, and the Escrow Funding Schedule Addendum, li'ynu have any questions regarding your Escrow investment selection please contact: alike Weber Tel. (704) 333-5744 Fax (704) 333-5850 -Mobile (704) 661-O932 Email miehael-r.weberrFrdb.com • Auto Debit Form —Fur payments to he automatically deducted from an existing checking account, please provide the requisite account inlonnation and sign. For funding, please return your lease documents to JPNIORGAN CHASE BANK, N.A., Mail Code OI 1I- 108�. 1 111 Polaris Purkwuv, Suite A3. ('ulumhus. OFI 43240. %-Ve would like to thank you 101- choosing JI)MORGAN C11ASI" BANK. N.A. to assist with your equipment tinancing. We appreciate your business and welcome the opportunity to work With you. PLEASE MAKE. A COPY OF TI1F DOCU:\IENTS FOR YOUR RECORDS. II'you would like to receive a copy of the signature pages post closing, please notil'y your Documentation Specialist of your request. Your payments will he due annually as set tiath in the Lease Schedule. You will he receiving an invoice Cor the above referenced account at: CITY OF III!NTINGT(.)N BEAChI 2000 MAIN STREET ATTN: TC7 SUNNY HAN - FINANCE I IUNTINGT0N BEACH. CA 42648 Ifyou decide to enroll in the Automated Bill Payment your payments will he debited annually on the due date of your payment, beginning with your first payment, Payments debited will include your normally scheduled payment thus any applicable sales tax mill aascssincnts, lt'yuu have any questions, concerns, or it'll can he of assistance, please feel free to call me. 1 can he reached at 1-800-6714-2601 or (014) 217-SX27 thin `{:00 a.nt. through 5:00 p.m. ET Monday through Friday. I'll he happy to help you. Sincerer Britney Posev Documentation Specialist 0 .0 LEASE SCHEDULE Dated as of: February 29, 2017 Lease No.: 1000142356 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 teens defined in the Master Lease will have the same ineaning when used herein. Master Lease -Purchase Agreement dated February 5, 2016. A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made apart 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 1S 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 SUCI-1 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 econoinic functioning or to the services that Lessee provides to its citizens anal 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 rise the Equipment; to continue this Lease; and to make Rental Payments if funds are appropriated in each fiscal year by its governing body. R. RENTAL PAYMENTS; 'LEASE TMkj. 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 Pawnent Schedule attaclned.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 Lessee its agents, are in compliance. with Anti -Corruption Laws and applicable Sanctions in all 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. (b) Compliance with Anti -Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and procedures designed to ensure compliance by Lessee and itsofficers, employees and agents with Anti -Corruption Laws and applicable Sanctions. (c) Use or Proceeds. Lessee shall not use, or perifit any proceeds of the Lease to beused, directly or indirectly, by Lessee or its offteers, 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 Personin 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 any parry hereto. Page I oft (d) Definitions. For the purposes Ol'this Section G. the lollowing terms shall have the ti,llotying meanings: "Anti-COnuplion Laths" means all laws, rules. and regulatiOns i,fanyjurisdiction applicahlc to the Lessee or its subsidiaries from time to lime concerning or relating to bribery or COn-uption. "person" means any individual. COrporatiun, partnership, limited liability company. joint venture, joint stock association, association. hank. btS111CXS t•uSI, trust, unincorporated Organization, an" too-Cign governmental authority. the United States Of America. any state of the United States and any political subdivision of any of' tile loregoing or any Other form of entity. "Sanctions" means economic or lin:mcial sanctions ur trade embargoes imptscd. administered or enforced twill time to time by the U.S. government, itICluding those administered by the Of' iCC of Foreign Assets Control Of the U.S. Denarunent of the Treasury or the U.S. DCparunent Of State. "Sanctioned Country" means, at any tine, a country, region or WITltury 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 tine Otlice of Foreign Assets Control nl' the U.S. Department of the Treasury, the U.S. Department ot'State. (b) amPerson Operating. organized or resident in a Sanctioned COuntry Or (C) any Person controlled by any Such Person. 11. BANK QUALIFIED: LESSEE: CERTIFIES (a) THAT IT HAS DT.:SIGNATED THIS LEASE AS .A "(QUALIFIED TAX- I-XIiti1PT OBLIGATION" FOR 111E PURPOSES OF AND WITHIN THE MEANING OF SECTION 265(h)(3) OF THE CODE, (b) T11A'T IT HAS NOT DESIGNATED MORE THAN S10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX- EXEiMPT OBLIGA11ON5 IN ACCORDANCE WITH SECTION 205(h)(3) OF T1IE CODE FOR THE CURRENT CAI..ENDAR YEAR AND (C) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL :AMOUNT OF SECTION 265 TAX-EXEMPT OBLMATIONS TO BE ISSUED DURING TIlF' CURRENT CALENDAR YEAR BY LESSEE, OR BY AN ENTITY CONTROLLED BY LESSEE OR BY ANOTIIF.R FN1.I fY THE PROCEEDS Of' WHICH ARE LOANED TO OR ALLOCATED TO LF'SSE1: FOR PURPOSES OF SECTION 265(b) OF THE CODE WH-1- NOT EXCEED S10,000.000. "Section 265 Tax -Exempt Obligations" arc ohligations the interest on tyhreh is CxCludahlc from gross income of the Owners thereof under Section I(U of'the Code. except fur private activity honds Other than LIualified 501(c)(3) bonds. both as defined in Section 141 Of the Code. Equipment/Escrow Acceptance Date: - C,11.e_+ACrs 'Z`iD__- -'O n, CITY OF fil1NT NG N REACH (Lessee) 13N. Title: .IPNIORGAN CHASE BANK, N.A. ( Lessor) By: Title:AttlhorizCd OfliCor P-1 L'C 2 of 2 • • Expected Equipment Purchase Price Net Amount Financed Equipment Location: 2000 Main Street Huntington Beach. CA Q2645 Equipment Description: SCHEDULE: A-1 (Equiptncnt list) $1,035,01111.111) S 1.035,0110.110 Pierce .Arrow \T Triple Comkhination Pumper with Accessories 2017 North Star 167-1 Type I Module Amhulance with Accessories TOGETHER WITH ALL AT"1•ACHNIENTS. ADDITIONS, A('C{:SSIONS, I)AR {•S. REPAIRS. INIPROVEME'NTS, REPLACENIENTS AND SUBSTITUTIONS THERETO. This Schedule A -I is attached to the Lease SCheCIttIC 11100142350 or a Reccipt Certificate/Payment Request relating to the E_ease Schedule. CITY OF HUN NGT N BEACH (Lessee) {3y: Title. _� �Aesw► may,_ .)PNI.ORGAN' CHASE. BANK, N.A t Lesson 'I itle:_\uthurired Officer Payment Schedule This Payment Schedule is attached and made a part ut'the Lease Schedule identified below which is part of the Master Lease -Purchase A,regiment identified therein. all of which are between the lessee and Lessor named below. Lease Schedule No. 1000142350 Lease Schedule Dated: February 28, 2017 Accrual Date Februar% 28, 2017 Amount Financed S1.035.000.00 Interest Rate 2.1900% per annum Taxable Rate 3.3161'%o per annum Rent Rent Rent Interest Principal Principal Termination Number Date Payment Portion Portion Balance Value 1 2/-8/2018 S 161.089.91 S22,666,50 S 138.423.41 $896.576.59 S923.473.89 2 2 28'2019 S161.089.91 S19.635.0' S141A54.89 S755.1211.70 S777.775.35 2i2S!202(1 5161.089.91 S16.5,7.16 S144.4;57.75 S610,568.95 S628.886.02 4 2 _8/2021 S 1() 1.089.91 S 13,371.46 S 147,718.45 S462.850.50 S476.736.02 2/28/2022 S 161.089.91 S 10,1.36.42 S 150.9'�3.49 S 31 1.8()7.01 S321.253.92 6 ?!28/202 3 S 161,089.91 S6,830.54 S 154.259.37 S 157.637.64 S 162.366.77 7 2/28/2024 S 161.089.01 S3.452? S 157.637.64 50.00 50.00 S 1.12 7.629.37 S92,629.17 S 1.0 35.000,00 CITY OF HUNTINGTON BEACH (Lessee) 13v: a Title: :� -T1 !(%�•%ice/.i t�e�L .IPIVIORGAN CHASE BANK, N.A. (Lessor) Bv: 1l� f i l 11tle:Alrthurized Officer • • PREPAYNIE:NT SCHEDULE ADDENDUNI (.Lockout Period) Dated as of: February 28, 201,7 Lease Schedule No.: 1000142350 Lessee: C11'Y OF IIUNTINGTON BEACH Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease -Purchase Agreement ("Master Lease") identified in the Sehedulc. Which are by and hetween JFMORGAN 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 teens and conditions of the Lease. Unless otherwise defined herein, capitalized teens defined in the L.case shall hove the Same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: 1. Notwith aanding anything to the cons ary herein or the [,case, Lessee and Lessor agree that Lessee Shall not exercise its prepayment or early purchase rights under the Lease (including. %t ilhout limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end ul'thc Lock -Out Period specified below. Luck -Out Period: the first 12 months ol'the Leasc Term of the Schedule 2. Notwithstanding an)Khing to the contrary in the Lease (including, without limitation. Section 15 of the Master Lease as it relate, to the Schedule). Lessee and Lessor agree that So long aS no Event ol' Dclautt has Occurred and continues under the Lease and so long as Lessee gives Lessor at least 3t) days prior written notice (the "Notice Period") and so lone as the above Luck -Out Period has expired, Lessee ntay elect to prepay its ohliptions under the Schedule by paying to Lessor On the Rent Payment due date to "Prepayment Datc") titlo\wing the Notice Period the total ol' the following Ithe "Prepayment .amount"): (al all accrued Rent Payments. interest, taxes. late charges and other amounts then due and payable under the [.,ease: plus (h) the remaining principal halance payable by Lessee under the Schedule LIS of said Prepayment Date. The parties aeknowledge that the Termination Value column tit' the Payment Schedule to the Schedule is included solcly for purposes of the calcul-ations required by Section 13.3 of the Master Lease (casually loss of Equipment). Scctiun l4.l of the Master Lease (required amtnunt of' casualty loss insurance) and Subsection 20tcI ol'1110 k-laster Lease (post -default runedies of'L_cssor) and said Tenninalion Vahuc coltunn does not negate the restrictions un purchase options or voluntary prepayment in paragraphs I and 2 of this Addendum. 4. hhe prepayment or early purchase option rights granted herein shall control in the event of anv conflict bet+wecn 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 L.cssor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS \w1tEttLO1=. the partieS hereto have executed this :Addendum o, of the Little first written above CITY OF IIUNWIN 'T 1IN BEACH JPNIORGAN CHASE BANK, N.A. (Lcsscci (Lessort By: t3v: Title:ALL title: Authorized Officer • • VF,IIICLE SCHEDULE ADDENDU:INI Dated As of: February 28, 2017 Lease Schedule No: 1000142350 Lessee: CITY OF HUNTINGTON BEACH Reference is made to the above Lease Schedule ("Schedule") to the ,'taster Lease -Purchase :\greernent identified in the Schedule (";'Master Lease") by and betilveen .LPNIORGAN CHASE: BANK, N.A. ("L NNOr") and the ahovc lessee 1"Lessee"). This Addendum amends and modifies the terns ❑nd conditions of the SCIMIUIC and is here nludc a part of the Schedule. Unless otherwise dclined herein, capitalized tenns defined in the Master Lease shall hove the same meaning when used herein. NO\V, THIiRL*FORF_ as part of tllc vafuahlc cunsidct'ation to induec the cxeeution of the Sehcdulc, Lessor and Lessee hcrehy agree to amend the Schedule as follows: I. In the event that anv unit of Equipment cowered by the Schedule is a vehicle or wailer under applicable State law, then the following provisions Shall also applil• to the Schedule: (a) each manufacturer's statement oforigin and certificate ol'title shall state that Lessor has the first and sole lien on or sceurity interest in Such unit of Equipment ib) the public liability insurance required by the trans ul'clauses (h) ofSeetion 14.1 ofthc Master Lease shall be in an amount not less than S 1,000,000.00 eumbined single limit per unit per occurrence. Physical damage should not be less than the replacement cost coverage lit the equipment identified on the Schedule A-l: te) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to Operate any Such unit of Equipment, and such driver's shall he agents of Lessee and shall not he agents ol' Lessor; and (d) LeSSCC shall cause caeh such unit of Equipment to he duly registered and licensed as required by applicable State law with Lessor noted as lienholder, listed at address helow and Lessee as owner. Lessor; Address: IP�90RGAN CHASE BANK, N.A. I 1 I I Polaris Parkway. Suite 3A Columbus. Ohio 43240-2050 _. Except as expressly amended by this Addendum laid other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNFSS W1iF:Rl:(:1F. the parties hereto I1.R'C cxecurcd this ALI& dam as ol'the date first referenced above. CITY OF HUN INGTON BEACH (Lessee) By: Title: giyA� .1P:IIORG:kN C IASE BANK N.A. (Lessor) By fitle:Authut•izcd Officer 0 JUDICIAL REFERENCE AGREEMENT Dated: February 28. 2017 Blaster Lease Purchase Agreement dated: FEBRUARY 5, 2016 Lessee: CITY OF H UNTINGTON BEACH This Judicial Reference Agreement (this "Agreement") is .between the Lessee identified above (the "Customet") and JPMorgan Chase Bank,.N,Ac .(the "Bank") and is executed in connection with the Master Lease Purchase Agreement identified above (the "Financing Agreement"). The patties agree as follows:. I. The term "Financing Documents" means the Financing Agreement and all other agreements, instruments and documents related to the 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 FIINANCIING DOCUA1ENTS. ARE. MATERIAL INDUCEMENTS TO THE BANK TO PROVIDE THE FINA.NC[1NG 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 TRANSACTIONS CONTEMPLATED THEREBY, OR THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A "CLAIM.") AND A WAIVER. SET FORTH IN THE FINANCING DOCUMENTS IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE PARTIES AGREE AS FOLLOWS: Z I WITH THE EXCEPTJON OF THE MATTERS SPECIFIED IN' PARAGRAPH.2.2 BELOW, ANIY:CLAIM WILL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA. CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 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 HEREAFTER ENACTED, EXCEPT AS OTHERWISE PROVIDED IN THIS THE FINANCING DOCUMENTS, VENUE FOR THE REFERENCE PROCEEDING WILL .BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICT WHERE VENUE IS OTHERWISE, APPROPRIATE UNDER APPLICABLE LAIN'. 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) TEMMPORARY., 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 ERETO 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 REQUFST OF ANY PARTY HERETO, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DONOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY HERETO MAN' 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 HEARINGS 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 1 of 2 U ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG wiTH THE REFERLE'S FEES. SHALL ULTIMATELI' BE BORNE BV THE PARTY WHO DOES NOT PREVAIL. AS DFTFRMINED BY TIIE REFEREE. 2.5 THE REFEREE ,MAV REQUIRE; ONE: OR NIORE PREHEARING CONFERFNCES. THE PARTIES SHALL BE ENTITLED TO DISC'OVFR1', AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH TI[E RULES OF DISCOVERY. ANU ;VI:�Y F,NFORCF: ALI. DISCOVERY ORDERS IN THE SAME MANNFR AS ANY TRIAL COURT.IUDGE: IN PROCEEDINGS AT VAW INTHE STATE OF CALIFORNIA. THE REFEREE SMALL APPLY THE RULES OF EVIDF;NCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL. ISSUES IN ACCORDANCE. WITII APPLICABLE STATE: AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANN' ,NOTION 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 LAN1'. 2.0 THE PARTIES RECOGNIZE AND AGREE TIIAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANTHERETO \VILL BE DECIDED BY A REFEREE: AND NOT BY A JURY. Except as expressly amended or supplemented by this Agreement and other instrtonents signed by the Parties, the Financing Documents remain unchanged rind in full Ibree and effect. This Agreement may be executed in any numhcr ul cuunterp;uts. Which together shall constitute a single instrument. IN WITNESS WlILiREOF. the panics hereto 11MC duly CxCCuted this Agreement as nfthe date first written abase CITY OF HUN IN ;T N BEACH JPNIORGAN ('HAS[,: BANK. N.A. (CLISM111C1) (Bank) Title: A4w.,a* rw— Titic:Authorized Officer Pace 2 ul', • LEASE SCIIE DL LEADDENDUM (Seltlnsurance) Lessee: CITY OF IIUNTINGI'ON BEACII Lease Schedule No: 1000/42350 Reterencc is made to the above [,case Schedule US amended ("Schedule") and to the 'Master Lease -Purchase Agreement identified therein as amended (" lastcr Lease"). ho(h of which are by and hemecn JPNIORG.AN 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 ;upends and modifies the terns and conditions otthe Lease and is here[,\, made a part ofthc I_c.nc. Unless otherwise defined herein, capitalized terns defined in the Lease shall have the same meaning when used herein. NOW. THEREFORE. as part of the valuable consideration to induce the execution ol' the Lease. Lessor and Lessee hereby agree to amend the Lease as follows: 1. THIRD PART'1' LIABILITY. Notwithstanding anything to the contrary in Section 14 of the Master Lease. Lessor that Lessee pals .Sell' -insure against risk of injures to persons mud damage to properiv of others relating in any wav to any rovided, that upon written notice from Lessor to Lessee, Lessee agrees to Secure and maintain commercial insurance Equipment: p against such risks as otherwise required by the Master [.case if an event ul' dclhtdt has occurred and is continitine tinder the Master Lease. ` 2. COINIPLLXNCE: WITH LAW: ACTUARIALLY SOUND BASIS. Lessee agrees that its Self insurance arrangements as described herein shall ctu»ply with ❑pplicable State iaw related thereto or, if there is no State law applicable to such self' insurance arrangements. then Lessee's self insurance arrangement: shall he maintained on an let Llarislly Sound has is. 3. GENERAL. Except as cxpressly Intended by this Addendum and other tuodilications signed by Lessor and Lessee, the Lease remains unchanged and in fall Iitrcc and cirect. IN WITNESS %VIIERFOF. the parties hereto have executed this Addendum as of the date ot'thc Schedule first referenced above. CITY OF HU .I'I\G ON BENCH ( Lessee ) Rv: f / nW Title: V I AA lam_ ,IPNIOR(:A\ CHASE BANK, N.A. ( Lessor) f, Iiv: Title:Autltarized Oflicer • • CERTTF'ICATT% OF AUTHORIZATION & INCUMBENCY Lease Schedule No: 1000142350 Lessee: CITY OF IIUNTINGTON BEACH I herehy certilb to .11':\IORGAN CHASE BANK. N.A. ("Lessor") that 1 ant the officer of' the above-ntnned Lessee ("Lessee") xvith the title indicated henCntlt ntv signature below. and as such. I am authorized to execute and deliver This Certificate on behalf of Lessee in connection with the above -identified Lease Schedule together with the Master Lease -Purchase Agreement identified therein (collectively, the "Lease") between Lessor and Lessee. I further certify: (a) that I have examined the representations and Nvarranties made by Lessee in the Lease; and (b) that Such representations and wanantics remain true and corrCet as if'made on and its of the date of this Certificate. I I'urthCr certiry: (1) that attached hereto as Exhibit A is a copy of the resolutions adopted by the governing body of Lessee or the minutes or an official meeting (it' t1w governing hody ol' Lessee regarding the matterS set forth in said minutes; (2) that the transactions contemplated by the Lease have heen duly authorized by the governing body of' Lessee pursuant to the resolutions or actions set torth in said Exhibit A; and (3) the resolutions which were adopted by, or the actions taken by, the governing body of' Lessee as set forth in Exhihit.d are in full lorce and effect on the date itf this Certificate and have not heen modified or rescinded. 1 litrther certify that the billowing are names, titles and specimen signatures uforficcn or representatives of Lessee who are duly authorised to Cxecutc and deliver the Lease and any' related documents, each ol'whom has been duly elected Lit' appointed to hold and Currently holds the office or position of Lessec which is set forth opposite his or her nano: ( Please tyI)eor printl %7!c29 .fit • Lt/: �,j[:, .� � �4� dfif'/}n+ i CrfL_ Name Title I tiien Ire nine Name Title Title t>!nantrr Signature 'File undersigned Secretary/Clerk of the ahovo-namcd Lessee herehy certifies and attests that lie undersigned has access to the official records ol'the governing hotly of the Lessee and that the undersigned is authorized to execute and deliver this Certificute. Signature of Secretary/Clerk of Lessee ' L Print Vane: 1 `®�� h C/5iQY11`j' 4J_J_ Official Title: Date: trdtl,ci,rt� aK coz®tp] Attac•hme►n: Exhibit A, lrae and complete copy of the orit final urrthnrki?i re.wdtdimr/mimites • C] Exhibit A A C TION AGENDA r r MAYOR f Monday, February 06, 2017 AND CITY COUNCIL/PUBLIC FINANCING CITY COUNCIL AUTHORITY FRED A. WILSON BARBARA DELGLEIZE City Manager CITY OF HUNTINGTON BEACH Mayor MICHAEL E. GATES MIKE POSEY PATRICK BRENDEN City Attorney 4:00 PM - Study Session Mayor Pro Tem Councilmember ROBIN ESTANISLAU 6:00 PM - Regular Meeting JILL HARDY WILLIAM O'CONNELL City Clerk Council Chambers - 2000 Main Street Councilmemner Councilmember Huntington Beach, CA 92648 ALISA CUTCHEN City Treasurer http://www.huntingtonbeachca.gov ERIK PETERSON LYN SEMETA Councilmember Councilmember 4:00 PM - COUNCIL CHAMBERS CALL TO ORDER — 4:00 PM ROLL CALL O'Connell, Semeta, Posey, Delgleize, Hardy, Brenden, Peterson All present ANNOUNCEMENT OF SUPPLEMENTAL COMMUNICATIONS (Received After Agenda Distribution) City Clerk Robin Estanislau announced supplemental communications SS#1 (1), SS#2 (1) PUBLIC COMMENTS PERTAINING TO STUDY SESSION / CLOSED SESSION ITEMS (3 Minute Time Limit) - None STUDY SESSION Joint Study Session held between the City Council of Huntington Beach and the Investment Advisory Board (IAB). The Investment Advisory Board and City Treasurer made a presentation of the FY15/16 annual report, as it relates to the City of Huntington Beach's investment management. In addition, Jason Klinghoffer, CPA, Director of Debt Capital Markets for Mischler Financial, and approved broker for the City of Huntington Beach, provided a brief financial market update. Roll Call of the Investment Advisory Board: Jennifer Handy, Alan Ray, Scott Dowds, John Piekarski, Lydia Dupont and Rob Sternberg -1- City Council/PFA Action Agenda — Monday, February 06, 2017 Newly appointed member A. J. DiLiberto introduced himself All Present 2. 1-405 Improvement Project Status Update - Orange County Transportation Authority (OCTA) staff provided an overview of the status of the 1-405 project including current efforts, upcoming efforts and anticipated schedule of activities. The project is a major 7 year improvement project for the.1-405 freeway between Costa Mesa and State Route 22, including the addition of travel lanes, carpool/toll lanes and reconstruction of many interchanges and overcrossings of the freeway RECESSED TO CLOSED SESSION ITEM NOS. 3-4 — 4:55 PM Mayor Delgleize Announced: Pursuant to Government Code § 54957.6, the: City Council takes this opportunity to publicly introduce and identify designated labor negotiator, City.Manager Fred Wilson, who will be. participating in today's Closed Session discussions regarding labor negotiations with: Surf City Lifeguard Employees' Association (SCLEA). CLOSED SESSION 3. Pursuant to Government Code § 54957.6, the City Council recessed into Closed Session to meet with its designated labor negotiators and Fred Wilson, City Manager regarding the following: Surf City Lifeguard. Employees' Association (SCLEA). 4. Pursuant to Government Code § 54956.9(d)(1), the City Council recessed into Closed Session to confer with the City Attomey regarding the following lawsuit: John Thomas Christiana v. United States and Its Agencies, Corporations, Officers, Employees, and Agents, United States District Court Case No SACV17-00089 JVS(JCGx). 6:00 PM — COUNCIL CHAMBERS RECONVENED CITY COUNCILIPUBLIC FINANCING AUTHORITY MEETING 6.06 PM ROLL CALL O'Connell, Semeta, Posey, Delgleize, Hardy, Brenden, Peterson All present PLEDGE OF ALLEGIANCE — Led by Mayor Pro Tern Posey INVOCATION — Led by Maneck Bhujwala of the Zoroastrian Community and member of the Greater Huntington Beach Interfaith Council In permitting a nonsectarian invocation, the City does not intend to proselytize or advance any faith or belief. Neither the City nor the City Council endorses any -2- City Council/PFA Action Agenda — Monday, February 06, 2017 particular religious belief or form of invocation. CLOSED SESSION REPORT BY CITY ATTORNEY — None AWARDS AND PRESENTATIONS Mayor Delgleize announced February as National African American History Month Mayor Delgleize called on Janeen Laudenback to recognize PSS Coordinator Brigette Beisner and members of the Project Self Sufficiency Foundation for their efforts in obtaining a $379,000, three- year grant from the ECMC Foundation ANNOUNCEMENT OF SUPPLEMENTAL COMMUNICATIONS (Received After Agenda Distribution) Consent Calendar Item No. 1.4 (1); Administrative Item Nos. 15 (1), and 16 (1.) PUBLIG COMMENTS (3 Minute Time. Limit) 8. Speakers COUNCIL COMMITTEE APPOINTMENTS - LIAISON REPORTS, AB 1234 REPORTING, AND OPENNESS IN NEGOTIATIONS DISCLOSURES O'Connell reported meeting with members of the HBFA, MEO and POA, and reported on a survey conducted by the Commission To End Homelessness; Semeta reported attending the League of California Cities New Mayors & Council Members Conference in Sacramento; Posey appointed Shelley Grace to the Citizens Participation Advisory Board; Delgleize reported attending the US Conference of Mayors in Washington D.C.; Brenden appointed Bud Berge to the Finance Commission Peterson requested an update on the conditions of the downtown parking structure. CITY MANAGER'S REPORT City Manager Fred (Nilson acknowledged the success of the Surf City Marathon on Sunday, February 5th, and deferred to Police Chief Handy who provided a brief summary of actions related to public safety. CITY TREASURER'S REPORT 1. Received and filed the City Treasurer's December 2016 Quarterly Investment Summary Report Recommended Action: Receive and file the City Treasurer's Quarterly Investment Report for December 2016, pursuant to Section 17.0 of the Investment Policy of the City of Huntington Beach. Approved 7-0 CONSENT CALENDAR 2. Approved and adopted minutes -3- City CounciVPFA Action Agenda — Monday, February 06, 2017 Recommended Action: Review and. adopt the City Council/Public Financing Authority regular and the special meeting of the Successor Agency to the Former Redevelopment Agency of the City of Huntington Beach minutes dated January 17, 2017, as written and on file in the office of the City Clerk. Approved 7-0 3. Presented Annual Review of the City Code of Ethics Recommended Action: Direct the City Clerk to record in the official minutes that the Code of Ethics was. presented to the City Council, the City Manager, Chairpersons, and City Department Directors for their review and distribution as required by Resolution No. 2016-73. Approved 7-0 4. Awarded and authorized execution of a construction contract in the amount of $578,900 to Vido Samarzich, Inc. for the FY 16117 Curb Access. Ramp Installation Project, CC-1541; and, authorized an appropriation in the amount of $150,000 Recommended .Action: A) Accept lowest responsive and responsible bid submitted by Vido Samarzich, Inc. in the amount of $678,900.; and, B) Authorize the. appropriation of $150,000 from undesignated Gas Tax Funds to accou nt 20790054.82300; and, C) Authorize the Mayor and City Clerk to execute a construction contract in a form approved by the City Attorney. Approved 7-0 5. Accepted and appropriated of funds in the amount of $10,000 from Southern California Edison (SCE) and Southern California Gas Company (SCG) for the City of Huntington Beach Sustainable Business Program Recommended Action: Accept and appropriate $10,000 from. investor owned utilities Southern California Edison (SCE) and Southern California Gas (SCG) into Fund 1234. Approved 7-0 6. Approved additional appropriation in the amount of $395,000 for as - needed General Environmental Engineering and Plan Check /Fire Inspection Services Recommended Action: Approve an appropriation of $395,000 to the Fire Prevention business unit (10065201.69365) for professional environmental engineering and plan check/fire inspection services. Funding will be allocated on an incremental -4- City Council/PFA Action Agenda Monday, February 06, 2017 • 0 basis as needed, based on development project demands. Approved 7-0 7. Adopted Resolution No. 2017-05 declaring support for an Energy Partnership Between Southern California Edison (SCE) Company and Southern California .Gas (SCG) .Company to be known as "Energy Partnership" Recommended Action: Adopt Resolution No. 2017-05, "A Resolution of the City Council of the City of Huntington Beach Declaring Support for An Energy Partnership Between Southern California Edison Company and Southern California Gas Company To Be Known as "Energy Partnership." Approved 7-0 Approved and authorized the execution of an Agreement and Escrow Instructions with Peter Chamie, Trustee, for the purchase of an easement for Street and Highway purposes over real property located at 7900 Edinger Avenue (APN: 142-081-02, 03) Recommended Action: A) Approve and authorize the Mayor and City Clerk to. execute "Agreement for Acquisition and Escrow Instructions" between the City of Huntington Beach and Peter Chamie, as Successor Trustee of the Denise Chamie Trust, dated August 14, 1970, as to an undiivided'/ interest; Peter Chamie, as Successor Trustee of the Peter Chamie Trust, dated August 14, 1970, as to an undivided 'f4 interest; and Peter Chamie, Successor Trustee of the. Alfred P. Chamie and Elizabeth Chamie Revocable Trust, dated August 14, 1970, as to an undivided'/2 interest; and, B) Authorize the Mayor and City.Clerk to execute the "Agreement for Acquisition and Escrow Instructions" and other related documents; and, C) Authorize the City Manager to execute any other related title documents Approved 7-0 9. Approved and authorized execution of 6 Professional Services Contracts for As -Needed Environmental Engineering Services with: 1) Geosyntec Consultants, Inc. in an amount not to exceed $450,000 over a three year period, 2) Tetra Tech, Inc. in an amount not to exceed $550,000 over a three year period, 3) Group Delta Consultants, Inc. in an amount not to exceed $150,000 over a three year period, 4) Environmental Engineering .& Contracting, Inc. (EEC Environmental Inc.) in an amount not to exceed $375,000 over a three year period, 5) Huitt-Zollars, Inc. in an amount not to exceed $325,000 over a three year period and 6) Pacific Advanced Civil Engineering, Inc. (PACE) in. an amount not to exceed $325,000 over a three year period Recommended Action: A) Approve: and authorize the Mayor and City Clerk to execute a three-year -5- City Council/PFA Action Agenda — Monday. February 06, 2011 • • (with optional one-year extension), not -to -exceed $450,000 Professional Services Contract between the City of Huntington Beach and Geosyntec Consultants, Inc. for As -Needed Environmental Engineering Services; and, B) Approve and authorize the Mayor and City Clerk to execute a three-year (with optional one-year extension), not -to -exceed $550,00.0 Professional Services Contract between the City of Huntington Beach and Tetra Tech, Inc. for As -Needed Environmental Engineering Services; and, C) Approve and authorize the Mayor and City Clerk to execute a three-year (with optional one-year extension), not -to -exceed $ 150,00.0 Professional Services Contract between the City of Huntington Beach and Group Delta Consultants, Inc. for As-Needed.Environmental Engineering Services; and, D) Approve and authorize the Mayor and City Clerk to execute a three-year (with optional one-year extension), not -to -exceed $375,000 Professional Services Contract between the City of Huntington Beach and EEC Environmental, Inc. for As -Needed Environmental Engineering Services; and, E) Approve and authorize the Mayor and City Clerk to execute a three-year (with optional one-year extension), not -to -exceed $325,000 Professional Services. Contract between the City of Huntington Beach and Huitt-Zollars, Inc. for As -Needed Environmental Engineering Services; and, F) Approve and authorize the Mayor and City Clerk to execute a three-year (with optional one-year extension), not -to -exceed $325,000 Professional Services Contract between the City of Huntington Beach and PACE, Inc. for As - Needed Environmental Engineering Services. Approved 7-0 10. Approved and authorized execution of a Reimbursement Agreement with DCO Pacific City, LLC for Fire and Safety Inspection Services at The Residences at Pacific City Project; and, authorized appropriation of f funds In the amount of $70,000 Recommended Action: A) Approve and authorize the Mayor and the City Clerk to execute the "Reimbursement Agreement Between the City of Huntington Beach and DCO Pacific City, LLC for Costs Incurred for Fire and Safety Inspection Services;" and, B) Approve an appropriation of $70,000 to the Fire Prevention .business unit (10065201.69365) for these services. Approved 7-0 11. CONTINUE TO FEBRUARY 21 -- SEEK CITY ATTORNEY REVIEW FOR Request to Approve and authorize execution of Orange County Transportation Authority's Utility Agreements No. UK041241 and UK0.41106 for the relocation of two (2) City of Huntington Beach Water Pipelines for the 405 Widening Project Recommended Action- -6- City Council/PFA Action Agenda — Monday, February 06. 2017 Authorize the Mayor and City Clerk to execute Orange County Transportation (OCTA) Utility Agreements UK041241 and UK04110.6, and return all signed original agreements to OCTA for their final approval. Approved 7-0 12. Approved and authorized execution of Cooperative Agreement with Orange County Transportation Authority (OCTA) for Project V Community - based Transit Circulator Grant Project; amend the 2016/17 Capital Improvement Program to add the Community -based Local Transit Circulator project; and, authorized appropriation of funds for the Community -based Local Transit Circulator Grant Project; and, adopt Resolution No. 2017-07 adopting a revised CIP for the years 2016/17 through 2022/23 Approved 7-0 Recommended Action: A) Authorize the Mayor and City Clerk to execute Cooperative Agreement No. C-6-1481 between OCTA and the City for Project V Commun.ity-based Transit Circulator.Grant Project; and, B) Amend. the 2016117 Capital Improvement Program to add the Community - based Local Transit Circulator project; and, C) Appropriate $25,000 from the undesignated AQMD (201) fund balance to account 20185201..82800; and, D) Appropriate $159,81.2 in grant and contribution funds to. a. grant account established under Finance Department guidelines; and, E) Adopt Resolution No. 2017-07 "A Resolution of the City Council of the City of Huntington Beach Adopting a Revised Capital. Improvement Program for the Years 2016/17 Through 2022/23." Approved 7-0 13. Approved a License Agreement between the City of Huntington Beach and PCH Beach Resort, LLC., for operation of the former Beach Hut Beach Concession Recommended Action: A). Approve License Agreement between the City of Huntington Beach and PCH Beach Resort, LLC., for operation of a beach concession located at 21529 Pacific Coast Highway; and, B) Authorize the Mayor, City Manager, and City Clerk to execute the License Agreement and other related documents. Approved 7-0 14, Adopted Ordinance No. 4122 approving Zoning Map Amendment No. 16-001 (Sunset Beach Beachfront Floodplain Construction Requirements —FP3 Zoning) -7- City CounciUPFA Action Agenda — Monday, February 06, 2017 0 • Approved for introduction January 17, 2017 - Vote: 6-0-1 (Delgleize- Absent) Planning Commission and Staff Recommended Action: Adopt Ordinance No. 4122, "An Ordinance of the City of Huntington Beach Amending District Maps 21 and 35 of the Huntington Beach Zoning and Subdivision Ordinance by Deleting the Current —FP3 (Floodplain Overlay) Designation on All Beachfront Properties and the Beach in Sunset Beach." Approved 7-0 ADMINISTRATIVE ITEMS 15. Approved for introduction Ordinance No. 4128 amending Chapter 10.60 of the Huntington Beach Municipal Code relating to Meter Zones to fully include currently metered streets and include future parking meter locations currently being proposed within the downtown area Recommended Action: Approve for introduction Ordinance No. 4128, "An Ordinance of the City of Huntington Beach Amending Chapter 10.60 of the Huntington Beach Municipal Code Relating to Meter Zones." Approved 7-0 16. Continued from January 17, 2017 Meeting - Approved the purchase of a replacement fire engine and ambulance and authorized the City Manager to enter into all documents necessary to lease finance the purchase Recommended Action: Approve the purchase of a replacement fire engine and ambulance and authorize the City Manager to enter into all documents necessary to lease finance the purchase. Approved 5-2 (Semeta, Peterson -No) COUNCILMEMBER ITEMS ITEM WITHDRAWN FROM CONSIDERATION Approved item submitted GounGilmembeF Liaisons as Voting MembeFS of the designated Advis" COUNCILMEMBER COMMENTS (Not Agendized) O'Connell, Semeta, Posey, Delgleize, Hardy, Brenden, reported ADJOURNMENT — 7:48 PM -8- City Council/PFA Action Agenda — Monday, February 06, 2017 Ll • The next regularly scheduled meeting of the Huntington Beach City Council/Public Financing Authority is Tuesday, February 21, 2017, at 4:00 PM in the Civic Center Council Chambers, 2000 Main Street, Huntington Beach, California. INTERNET ACCESS TO CITY COUNCIL/PUBLIC FINANCING AUTHORITY AGENDA AND STAFF REPORT MATERIAL IS AVAILABLE PRIOR TO CITY COUNCIL MEETINGS AT http://www. huntin_gtonbeachca. gov -9- City Council/PFA Action Agenda — Monday, February 06, 2017 • Michael E. Gates City Attorney Mike Vigliotta Chief Assistant. City Attorney February 17, 2017 OFFICE OF THE P.O. Box 190 2060 Main Street Huntington Beach, California 92648 Telephone: (714) 536-5555 Facsimile: (714) 374-1590 Lessee: CITY OF HUNTINGTON BEACH Lessor: JPMORGAN CHASE BANK, N.A. Brian L. Williams Senior Trial Counsel Michelle Ditzhazy Deputy Community Prosecutor Paul D'Alessandro Assistant City AAttorney Scott Field Sr. Deputy City Attomev Neal Moore Sr. Deputy City Attomev Daniel K. Ohl Deputy City Attorney Re: Lease Schedule No. 10.00142350 dated. February 28, 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 February 28, 2017 relating to the. foregoing. Sr/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: 1. 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 with its terms, .except to .the extent. limited by State and. Federal laws affecting creditor's remedies 17-5.649/152560/PD Re: Lease Schedule No. 100014.23.5O February 17, 2017 Page 2 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). 5. To the best 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 RAEL E. GATES Attorney 17-5649/ 152560,/PD • PROCEEDS DISBURSLJIENI'AUTIlORIZA'I'ION JI'MORGAN CHASE BANE. N.A. I l I I Polaris Parkway, SUitc A 3 (0111-1085) C0lwnbus. 011 43240 Date: February 28. 2017 Re: Disbursements Oi'Proceeds Under The MASTER LEASE PURCIIASE .-%iltFE11E N'I' Referred To Below Reference is made to that certain Taster I.CaSC PLlrchaSC :\grccnlcnt dated Fcbruar, ;. '_fllh between CITY OF HUNTINGTON BEACIf. ("Lessee") and JPMORG.LN CHASL BANK, N.A. (the "Lcssor") and lease schedule number 1000142350 dated February 28. 2017 with rclatcd Escrow Agreement dated February 28. 2017 I hereby instruct you and authorize you to dishursc 1.03�,0f10.00 to the account numhcr(S) its speeilied below: Pavee #1 DEUTSCI It: 13ANK TRI]Sf COMPANY AMF:RICAS 60 %VA1,1, STREET, I6TI1 I-'L(.)0R NEW YORK, NY 10005 Ann: DBNY MP Escrow By signing helow. Lessee authorizes Lessor to issue checks or direct Iluttl 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 tees directly to third parties, Sueh as Lessor's counsel. and making other disbursements in connection with the (case transaction per the terms of the lease documents. Lessor may rcIv and act on the instructions set lorth herein and shall not be responsible Im- the use or application of the funds, and Lessee shall indemnifL. defend and hold harmless Lessor from and against any and all losses, costs. expenses, Ices, claims, damages, liabilities. and causes of action in any way relating to or arising from acting in accordance therewith. In the event ol' any conflict with any other instruction set firth herein. the ABA " and Account shall control. IN \\'iTNFSS WHEREOF. the Lessee has caused this Proceeds Dishurscment :\uthoriz.uion to be executed as of the day and vear I irst above written. CITY OF HU\ INGT N BEACH (Lessee) Bv: Title: W A.-A-4 — Pagc 1 )I, I • • ESCROW AGREEMENT (Gross Fund -Earnings to Lessee) Dated as of: February 28, 2017 This Escrow. Agreement together with all addenda, riders and attachments hereto, as the same may from lime to lime be amended, modified or supplemented. ("Agreement") is made and entered ac of the date set forth above by and among the Escrow- Agent identified below ("Escrow Agent"), the Lessee identified below ("Lessee") and 1PMorgan Chase Bank, N.A. ("Lessor'"). As used herein, "Patty" shall mean anv of Lessee, Lessor or Escrow Agent, and "Parties" shall mean al] 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 hereby acknowledged, the parties hereto amee 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 rnanner and on the terms set foith in the Lease. 1.02 "Lease" means; collectively, the Lease .Schedule identified below and the Master Lease -Purchase Agreement identified in said Lease Schedule (to the extent that it relates to said Lease Schedule) together with all exhibits, 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 teens 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 he inferred froth the terms of such agreements, even though reference thereto may bemade in this Agreement. In the event of any conflict between [lie terms and provisions of this .Agreement. those of the Lease, any schedule or exhibit attached to the Agreement. or any other agreement among the Patties, tbL terms and conditions of this Agreement shall control. Lease Schedule No. 1000141350 1.03 LESSOR'S DEPOSIT: S1.03-5;000.00 Lessor shall pay or cause to be paid to the Escrow: Agent the amount of the Lessor's Deposit. The date that the Lessor's 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 Lessor's Deposit Date, Tothe extent that the purchase price of the Equipment exceeds the Lessor's Deposit, Lessee shall either notify Escrow Agent and then deposit with Escrow Agent finds which will be credited to the Equipment Acquisition Fund and used to pay the balance ofthe.purchase price. of the Equipment or Lessee shall pay such. balance directly to the suppliers. 1.04 FUNDING EXPIRATi:ON DATE: August 28, 2018 (."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 oFEquipment to be ordered from the applicable suppliers. Lessee shall fumish to Lessor as soon as available, a ropy of the purchase Girders or purchase contracts for all Equipment ordered pursuant to the Lease, showing the supplier, the purchase price and tire 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 inoneys 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 Cage 1 of 13 Agent shall have only those duties as are specifically and expressly provided herein, which shall be deerned purely ministerial in nature, and no. other ditties shall be implied. Any funds in the Equipinenr Acquisition Fund not needed to pay the purchase price of Equipment will be paid to Lessor or Lessee, all as hereinafier provided. 1.07 This Agreement is not intended to alter ur change in any way tlie rights and obligations of Lessor and,Lessee under the Lease, but is entirely supplemental thereto. The provisions of this Agreement may be waived. altered, amended orsupplemented, in whole or in part, only by. a writing signed by all Parties. 1,08 Each of the Patties hereto has authority to enter into this Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers whose signatures are afiized hereto. Where. however; the conflicting provisions of any such applicablelaw maybe waived, they are hereby irrevocablywaived 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 FUNID., 2.01 The Fscrow 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 escrows account separate and apart from all other funds and money held by it, and shall administer Stich funds as provided in this Agreement. Escrow Agent's rights and responsibilities under this Agreement, other than establishment of the :Equipment Acquisition Fund, shall begin on. the Lessor's. Deposit Date, which may be on or after. the date of this. Agreement. 2.02 Tire Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the Equipment Acquisition Fund oil the Lessor's Deposit .Date and shall be used to pay the 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.thc payment amounts thendue and payable with respect thereto upon receipt of a written request executed by art Authorized Representative (as defined in Section 71 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 Certi&cate/Payntent Request"). As between Lessee and Lessor only, Lessee agrees that it will submit to Lessor t'or Lessor's signature a 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.itein of Equipment is a titled vehicle. a copy of the Manufacturer's Statement of Origin (MSO) covering.such item showing Lessor as first and sole licnholdcr, 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 I,case 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 froth 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 ',let upon any instruction from Lessee nor shall it pen -nit any distribution or release of any part of the Equipment Acquisition :Fiend without written authorization from an.Authorind 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 herc.with.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 corning.due tinder 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 n partial prepayment of the principal amount remaining due tinder the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule retleeting 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: CertieicatetPayinent 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 Escro.a Agent shall apply the remaining, balance in the Equipment Acquisition. Fund: Page 2 at' I3 Fist, 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 far benefit of Lessee either: (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 o1'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 [Honeys credited to the Equipment Acquisition Fund to make the payments herein required. 2.07 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder, subject to the provisions of Scetion 4. SECTiON 3.1VIONEV 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 thereon. 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 field 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 1.2.04. 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 to Qualified investmetnts (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 he deemed an "arbitrage bond" within. the :Weaning 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 shalf, 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 ol'the following (hereinafter, "Qualified Investments"): (a) obligations of the United States of America or any agency created thereby; (b) actierat obligations of any State of the United States of America; (c) general obligations of ally political subdivision of a State 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 any national bank or banks (including, if applicable: Escrow Agent or an affiliate of Escrow Agent) insured by the Fedcral Deposit insurance Corporation (FDIC) with a net worth in excess of $100,000,000,00 ("Acceptable Bank"); (c) obligations of State or municipal public Housing Atithoritics 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 Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are solely invested in obligations listed in (a) through (f) above, including repurchase agreements :secured by such obligations and which money market finds are rated in either of the two highest categories of any Rating Agency at the time of purchase; including, without limitation, the Deutsche Bank Trust Company Americas Funds, or anyother mutual fond for which the. Escrow Agent or an affiliate of the. Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcusiodian, notwithstanding illat (1) the Escrow Agent or an affiliate of the Escrow Agent receives tees from such funds for services. rendered, (2) the Escrow Agent charges and collects fees far serviccsrendered pursuant to this Agreement, which fees are, separate from the fees. received from such funds .and (3) services performed for such holds and pursuant to this Agreement may at times duplicate those. provided to such funds by the Escrow Agent or its affiliates; and (b) 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 Lessce on schedule 1 hereto ("Schedule I" J 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 shall. invest the Equipment Acquisition Fund in an investment available through the Escrow Agent's Trust Platform or in an interest bearing account that the Escrow Agent has agreed to and upon written direction to the Escrow Agent: Page 3 of 13 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 Escrov< Agent with direction. to invest funds in accordance with Section3.03. It is She sole responsibility of the Lessee to ascertain that. all investments corriply with all applicable federal, state,. and local laws; statues; andpolicies. 3.05 The Escrow Agent shall, without further direction, sell such investments, as and when required to inake any payment from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition Fund, 3.06 The Escrow Agem shall 'fur-nish a monthly statement. listing al I investments to Lessor and to Lessee. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with airy investments of moneys made by it in 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 niay be obtained from third party sources and is famished 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 anv values necessarily reflect the proceeds that may he received on the sale of a Qualified investment. .3,07 Lessee hereby:granrs 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 all of Lessee's obligations under the Lease, this Agreement and any agreement, contract or instrument related to the Lease or this. Agreement. Lcssee represents and warrants to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges thatt 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 Lessor's security interest theivim It is understood that Escrow Agent has no responsibility: with respect to the validity or perfection of the security interest other than to act in..accorclance with the tenns:of this Agreement. SECTION 4. ESCROW AGENT'S AUTHORITY INDEMNIFICATION. 4.01 The Escrows 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 airy 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 anym.anner 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, nor 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 io the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Find) shall be limited to those specifically provided herein. 4.02 Lessee and Lessor jointly and severally shall indenmiry, defend and save harrnless.the Escrow Agent from any and all claims, liabilities. losses, damages. tines. 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-perturinance of this Agreement, except to the extent and that such Losses are detenrlined 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 terrris hereof The provisions of this Section 4.02 shall survive the termination of this Agreement and the 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 affected agents, directors. officers and employees of the Escrow Agent, In no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage orally kind whatsoever (including but not limited to Post profits), even if the Escrow Agent has been advised of:the likelihood of such loss.or damage and regardless of tlic.forin of action. 4.03 Lessee laid Lessor hereby grant Escrow Agent afirst 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, fees 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 (tnterpleader or otherwise) or other dispute arising between Lessee and Lessor as to tine 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 Tile said properly until and unless said expenses, costs, fees and charges shall be fully paid. Page 4of1,,3 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:contctnplated 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 cotiflit ting instructions from the Parties.. the Escrow Agent shall be entitled and fully protected in (a) suspending all. or any part of its activities tinder 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 same. 4,05 Escrow Agent tufty execute any of its powers and perform any of its duties hereunder directly or through affiliates or agen fs. 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 shrill otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or emissions of any kind unless caused by the Escrow Agent's gross negligence or, willful misconduct. None of the provisions contained in this Agreement shall require the Escrow Agent to Use or advance its own finds in the performance of any of its duties or the exercise of any of its rights or powers hereunder, SECTION 5. 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 510,000,000.00,.qualified as .a depository of'publie funds,,tnay be substituted to act as Escrow Agent under this Agreement. Such substitution shall not be deemted to affect the lights 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 atall time by giving thirty (30) calendar days' prior written notice ofsuch resignation to the -Lessee and lessor. The Lessee and hessor may remove the Escrow Agentat any blue by giving thirty (30) calendar days' prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Lessor and Lessee who shall provide written notice of such to the resigning Escrow Agent. Such 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 (301 days after stitch 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 fits other appropriate relief. The costs and expenses (including its 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 thc.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 froth any interest earned in respect of the Escrow Property, ur hold any interest earned in respect of the. Escrow Property (or any portion thereof), pending distribution, until all Stich fees, costs and expenses or other obligations are paid. Upon its resignation and delivery ofthe Escrow Property as set forth in this Section, the Escrow Agent shall be discharged of and from anyand all further obligations arising in connection with. the Escrow Property or this Agrecment. 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 Bold title to property or to take any Tither action which may be dcsirable or necessary hereunder. 5:04 Any corporation, association or other entity into which the Escrow Agent may be convened of 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 party, ipso facto, shall be and become successor escrow agent hereunder, vested will) all other mutters 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 5. ADMINISTRATiVE PROVISIONS. 6.01 Tile 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 13 6'02 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 of process by mail or in any other mariner 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. inununity 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 Agreetnent'found to be prohibited by law shall be ineffective only to the extent of such prohibition. andshall not invalidate the reutainder.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 imy be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act. Specifically, the terns "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 fioin and after the date when a written notice of such assignment is tiled 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 al] of which shall constitute but one and the same Agreement. Except as expressly provided in Section d 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 respect of the Uquiptnent Acquisition Fund or this Agreement. 6.06 All signatures of the Parties to this Agreement may be transmitted by a Portable Document Fonnat ("PDF"), and PDF will, for all purposes, be deemed to he 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 Ropresciitative" j, and delivered to the Escrow Agent in accordance with Section 9,02, the undersigned is authorized to certify that the signatories on Schedule 2 are specimen signatures ofeach of theirrespectiveAuthorized. Representatives. The Escrow Agent and the beneficiary's bank in any, funds transfer may relysolely upon any account numbers or similar identifying 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 a bank other than thebeneficiary's bank or an intermediary hank designated. The Lessor and Lessee acknowledge that these security procedures arc 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 Fscrow 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 limited to, attorney's fees and expenses) and to pay all other amounts expressty due and payable to Escrow Agent hereunder. The Escrow Agent may impose, charge, pass -through and modify fees andior charges for any accountestablished 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 under 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 trade (a) upon receipt if delivered by hand, (b) on the Delivery Day after the day of deposit with a nationally recognized courier service, (e) on the third Delivery Day after the clay 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 or 13 other doy on which national honking associations ore authorizal to be closed. Alty arty nla% change its address tar the purposes of the receipt of notices and demands by giving notice ol'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 transferor distribution of funds, including: but not limited to any such I'UndS Iransfcr instructions that only otherwise be set forth in a written instruction permitted pursuant to Section 2 of this Agrccnlctlt. shall be given to the Escrow Agent in writing. he executed by an Authorized Representative and sent as a PDF attached to an entnil only. No instruction Cor or related to the transfer or distribution of the Equipment Acquisition Fund shall he deemed delivered and ellective unless Escrow Agent actually shall have received it on a Dclivery 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 Iransmittal to the Pnrtv's or Parties email address and Escrow Agent has been able to satisfy any applicable security procedures as mac he required hereunder. The Escrow Assent shall not he liable to ,nty Party or other person for refraining from acting upon any instruction Rtr or related to the transfer or distribution of the Equipment Acquisition Fund if' delivered to any other tax number or email address, including but not linnited to ❑ valid enntil address of any employee of the Escrow Agent. The Lessor and Lessee acknowledge that there arc certain wearily. corruption. transmission error and access availability risks associated with using open networks Such as the internet and the Parties hcrchy expressly assume such risks. Notices shall he addressed as follows: i i j If, to the Lessee: CITY OF IIt NTINGTON BEACI I -000 MAIN STREY-7 HUNTINGTON I'3F,AC1l. CA 92041s' Atm: \iarilyn Goldstein Telephone Numher: 714-374-1561) Email: nnldstcin r surlcit -I'g (ii) 11,to the Lessor: JI)iMORGAN CHASE BANK. N.A. 11 i I POLARIS PARKWAY. SUITE A-3 MA11, CODE. 01-1I-10S5 COLUNIBUS. 0I-110 43240 Attention: GNPH Operations Manager Fiittail: cell.escr�w.disbursement.ialucstt: jpmchase.aun (iii) lfto the Escrow Agent: DEUTSCI IF BANK TRUST COMPANY ANIERiCAS 00 WALL STREET. 16"' Floor NENV YORE. NY 10005 Attn: DBNY MP f scrow Telephone: _212-250-0647 Email: dbnv-nttncscrowur.list.db.cmn ti ECT10N IU. VORCE MA.IEURF,. Notwithstanding any other provision ol'this Agreement, no Party to this Agreement is liable to any other Party for losses clue to, or if it is unable to perform its obligations under the tentts of this Agreement because (if" acts of Godwar, terrorism, tire, floods, snikes, electrical outages. equipment or tronstnlission failures. or other causes reasonably beyond its control. 5ECTION 11. JURY WAIVER. ALL. PARTIES TO THIS AGREEMENT WAIVE ALL RIGHTS TO TRIAL_ BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM B1?(AJG1-1T BY ANY PARTY AGAINST ANOTHER PARTY ON ANY A9ATTER WILyTSC)EVER ARISING OUT OF. IN CONNECTION WITH OR 1N ANY WAY REL.ATI3D TO TI IiS AGRFEMF.NT. SECTION 12. MISCELLANEOUS. 12.01 Patriot Act Section 326 Customer Identification Program. In order to comply with the laws, rules, regulations and executINC orders in effect from time to time applicable to honking institutions, including, without limitation, those relating to the funding: of terrorist activities and money inundcring. including Section 326 of the USA PATRIOT Act of the United States ("Applicable law"I, the Escrow Agent are required to obtain, verity, record and update certain information relating to individuals and Pogc 7 oft entities which maintain a business relationship with the Escrow Agent. Accordingly; each of the parties agree to .provide to the .Escrow Agent, Capon their request firom time to time such identifying information and documentation as may be available for such party in Order to enable the Escrow Agent to.cornply with Applicable Law.. 12.02 Taxpayer Identificatidn Numbers ("TINs" ). The other Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service ("iRS") Fortn 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. 1.2.03 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 Form 1099 or `10425 (or other appropriate form) as income earned 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 the 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 by law, and shall remit such taxes to the: appropriate authorities. 12.04 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 of a court; the Escrow Agent is hereby expressly authorized.. in its side discretion, to obey and comply with :all such orders so entered or issued, which it is advised by Iegal 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 gage is the signature page.] Page 9 aif 13 • • IN WITNFSS \\'I IE?Rf:(lF, the parties have executed this Aueemcnt. CITY OF 11 11 I:' :TON BEACH (Lessee) Bv: Title:) IkV- fbf, *vl&— DEUTSCHE BANK TRUST C0:,MPANY ANIERICAS as escrow agent (Escrow Agent) By: Title: DEUTSCHE BANK TRUST COMPANY A:NIERICAS as escrow agent (fiser(w Agent) By: Title: Attachments: Schedule 1 (Investment Authorization) JP110RGAl CIIASE BANK: l.A. r Lessor) B v: Title: authorized OCiieer Schedule 2 (lame/telephone # nt'eall-back person(s) designated by Section 7 above) Page 9 o1' l • • IN WITNESS WHEREOF. the panics have.executed this Agreement. CITY OF HYNTINGTON REACH (Lessee By. �— 0Tithe:100Ani,—.. t . DEUTSCHE BANK TRUST COMPANY AMERICAS4 as escrow agent (Escrow Agent) Title: DEUTSCHE BANK TRUST COMPANY AMERICA& as escrow agent (Escrow Agent) I lug sy: Title* Attachments: Schedule 1 (Investment Authorization) .IPMORGAN CHASE RANK N.A. (Lessor) By. Title: AuthorizedOfficcr Schedule 2 (Namettelephone # of call-back person(s) designated by Section 7 above) COUNTERPART Page.0 of 13 C. 11 :Schedule I Investment Authorization Lessee: CITY OF HUNTINGTON BEACH Lease No.: 100.0142350 Investment: SELECT QUALIFIED INVESTMENT BELOW [ ] During the teen of this Agreement, the Equipment .Acquisition Fund shall remain in a Non. -Interest Bearing Account. [ ] A money market mutual fund, including without limitation 'a JPMorgan Money :Market Mutual Fund (collectively, "N9NIMF" ), as selected by Lessee below. Check One (if the money market mutual. fund option is selected above): __JPMorgan 1.00°i U.S. Treasury Securities Money Market Fund (675) Jl Morgan U.S. Government Money Market Fund Morgan Shares (3916) JPMorgan U.S. Treasury Plus Money Market Fund Morgan Shares (3919) _JPMorgan Federal Mot) eyMarket Fund Morgan Shares (353) JPMorgan 10014. U.S. Treasury Money Market Fund Morgan Shares (677) JPMorgan Tax Free. Money Market Fund Mogan 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 1vlarket Fund Institutional Service Shares (398) _ Federated Government Obligations Money Nlaricet Fund Institutional Service Shares (395) Notes related to MMNIFs: 1) An investment in any ofthe above investment options is subject to the nvailability of such money inarket mutual fund. If the selected investment is not available at the present time you will be contacted by a Deutsche Bank Trust Company Americas' representative. 2.) Each invesument instrument above has a rating not lower than the highest rating category from both Standard & Poor sand Moody's. 3) Lessee acknowledges that an affiliate of Escrow Agent, Deutsche Bank Trust Company Americas, serves as investment manager for the selected MMMF and receives fees from the invested fiords for services rendered separate from the fees for services rendered.by Escrovr Agent as further provided within this Agreement. MMMF% have rates of compensation that may vary from time to tithe based upon market conditions. The Escrow Agent shall 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. 4) The Lessee, hereby acknowledges and confirms that it makes its own investment decisions and has roc been offered any advice or recommendation on investing in any MMMF and if selected above, is based upon Lessee's 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 oradvice.relating to eitherthe investment of moneys held in the. Equipment Acquisition Fond account or the purchase. sale, retention or other disposition of any Qualified investment. 5) Market values, exchange rates and other- valuation information (including without limitation, market value. current value or notional value) of any 11v11MMF furnished in any report orstarenment may hc: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 that tuay received on the sale of all MMMF or such Quali tied Investments. 6) SHAREHOLDER SERVICES FEES: Lessee acknowledges that the Fund is authorized to make payments from its. Page 10 of 13 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 Send cc Organizations currently are compensated at a rate of up to the Maximum Rate of .50% annually or the average Oct assets of each Fund with respect to which they provide or have provided shareholder support services. Lessee further acknowledges that Deutsche Bank.Trust Company Arnericas is a Service Organization and is paid, and hereby consents to such payment, by the Fund tip to'the Maximum Rate annually or the average daily balance or the Account invested in the Fund for s]tarehOlder support services rendered to the Fund by Deutsche Bank Trust Company Americas. which services may inciude, without limitation; answering client's iirquiries regarding the Fund, assistance to clients in changing:dividend options, account designations and,addresses, processing purchase and redemption transactions, providing periodic stateinents.showing a client's account balance and the integration of such statement with other transactions, arranging for Deutsche Bank Trust. Company Americas wires, and providing such other information and services as the Fund's distributor or Lessee reasonably may request. Lessee further.acknowl edges that the Fund may purchase securities from or through Deutsche Bank Trust Company Americas or its affiliates, may engage in repurchase: transactions %rith Deutsche. Bank Trust Company Americas or its afliliates: 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:serviees from Deutsche Bank Trust Company Americas Ibr which Deutsche Bank Trust Comptiny Americas is paid a fee. This investment authorization and direction will reinain in effect until and unless expressly revoked or superseded in writing and shall specify the type and identity of the investments to be purchased andfor sold. Page t I of 13 • 0 SCHEDULE; 2 Telephone Numherlsl and Sienaturc(s) for Personis) Designated to Give Funds Transtcr Instructions If Iron Lessee: Name Telephone Number Suture 12 30 ,I&U E_ ��_eAJ If from Lessor: Name Telephone Number Sigmature I. Stacey R. Roth 61.1-?1 ;-I>;' (Standing Signature on File) _. Mary I leubach t, I4-? 1 ;-1 )_Standing Signature on File} 3. Nate J. Rulte 614-' 13-3859 (Standing Signature on Filet 4. Britncv Posev 0 14-2 17-8827 (Standing Signature on File) i. Kelsey A. Bruck 614-213 W;16 (Standing Signature on File) 6. Terri i:. Sayers h 14-_213-4�'_ I Standing Signature on File I 7. Cheric L. Oliveut 014-213-3246 (Standing Signature on File) �. Mary T. Short r.l l-_ 13-d\SI (Standing Signau,rc r)n File) 9. Lamy F. Spencer 614-213-7177 (Standing Signattn-e on File) All instructions, including but not limited to fund; transfer instructions, whether transmitted by tucsimile or set torch in a PDF attached to an email, must include the signature of the :Authorized Representative authorizing Said fronds transfer on behalf of the Party. Page 12 0f 1 • • SCHEDULE A-1 (Equipment List) Expected Equipment Purchase Price: $1,0351000.00 Net Amount Financed: $1,035,000.00 Equipment Location: 2000 Main Street Huntington Beach, CA 92645 Equipment.Description: Pierce Arrow tT Triple Combination Pump& with accessories 2017 North Star 167-1 Type I Module Ambulance.with Accessories TOGETHER WITH ALL ATTACHMENTS, ADDITIONS. ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS. REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to .the Lease Schedule 1000142350 or a Receipt Certificate/Payrnent Request relating to the Lease Schedule. Page 13 of 13 ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE Dated as of: February 28, 2017 Lease Schedule No.: 1000/42350 Lessee: CITY OF HUNTINGTON BEACH Escrow Agent; DEUTSCHE BANK TRUST COMPANY AMERICAS Escrow Agreement dated as of: February 28, 2017 Amount To Be DepositedIntoEscrow: S1,035;000.00 ("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 J.PNMORGAN 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. Addendum amends and modifies the terms and conditions of the Lease and is.hereby made a part of the Lease. finless otherwise. defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW. THEREFORE. as pail 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 Agerit") have entered inter 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 required by 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 Tenn 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 acknowledge that 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 this: (a) Lessee has frill power, authority and legal right to execute and deliver the Escrow :Agreement and to perform its obligations under the Escrow ,Agreement, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Escrow Agreement has been duly 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 laNvs) 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 paragraphh 5 above. 7. i.t shall be an additional event of default tinder 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. R. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby certifies that he/she is the duly qualified and acting. representative 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 execiniog and delivering,. on Page I uf3 • • behalf of the Lessee. the Lease and this Addendum. This paragraph of this Addendum (hereinafter; this paragraph shall be identified as the "Arbitrage CctTiticate") is being issued by Lessee ae a "no arbitrage certificate" pursuant to Section 148 ofthe Internal Rcvenue Code of 1.986, 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 Paytnerits 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.thc 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 have executed 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 Equipment will beacquircd and installed with due diligence. Based upon the. provisions ofthe contracts or.purchase orders; the Equipment. will be acquired and installed no later than eighteen (18) months from the date ofthe.Escrow Agreement ("Funding Expiration Date"). (d) The Escrow Agreement provides that Lessor shall 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 shallbe disbursed to pay for the Equipment, but any such amounts ultimately determined not to be nceded.for such purposes and the interest earnings on the amounts Held in escrow shall be utilized on or after the Funding Expiration Date to pay part of the principal dice under the Lease, as provided in the Escrow Agreement.. (e) All ofthe 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 tciin 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 ofthe following statements of this clause (il as is initialed by Lessee below [and ifLessee. Wis. to initial its selection, then subelause (A) shall be deemed to Have been selected by Lessee]: (A) 100% of the proceeds of the Lease shall be paid f'or the acquisition of the Equipment within l$ 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% Nvithin 12 months of the date ofthe 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 montlts of the dare of the Escrow Agreement. (C) Lessee qualifies for the "sotall 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 hand" as defined in Section 141 of the Code, and (3) 951Y, or more ofthe proceeds ofthe Lease shall.be used for the governmental activities of Lessee, and (4) the aggregate face amount of all tax exemlit 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 S5.000,000:00. 0) Lessee hereby, covenants that Lessee shall comply with all ofthe requirements of tile, Code and.Regultiiions relating to the rebate of arbitrage -profit to the United States of America (including, arithout limitation Section 148(6 ofthe Code) and will rebate to the United States of America all arbitrage profit required. thereby. Page 2 of.3 (k) To the best optic knowledge and heIiCfUt'thc III dersigued. the expectations tit' Lessee, as set forth above. are reasonable; and there are no present facts. estimates and circamst;nrces which would change the foeg(1ing expectations. I I ) Lesscc has not heen notiiied of, the listing or )proposed listing tit' it by the Internal Revenue Service as an issuer whose arb t age certi f icates may not he relied upon. (). If there is a partial prepayment of principal pursuant to the terms of eilher clause (c) 111' Section 2.04 second of' [Ile Escrow Agreement or eiausc (ci 01'Scction 2.05 second ol'thc Gserow Acrcemcnt, then in addition to the payment (if' the Partial Principal Amount, a Break Funding Charec (as defined helow) shall he due :ntd payuhlc il'tit exceeds (ii) where (it equals the interest portion of each of the Kent Payments which woulCI have been paid it- such prepayment had not occurred calculated at the interest rate swap including any Corward rate swap, it ❑ny, which Lessor shall he dccmcd to have entered into an the earlier of(a) the date the Lease was originally landed or (b) the date a rate lock letter was signed, if any, and f ii) equals the interest portion of each of the Kent Payments which would have been paid il'sttch prepayment had not occurred calculated at the interest rate swap which lessor shall be deemed to have entered into on the date of prepaynicnt (the "Replacement Swap"). The "Break Funding Charge" equals the present value of the dil'lercnce between ti) anil (ii) tar each interest period diSentmted to :t net presem value as of' tile elate ol'prepayment using the fixed interest rate of the Replacement Swill. Lessee acknowledges that ( i) Lessor might not fund or hedge its fixed-rate loan portfolio or any prepayment thereof on a loan -by -loam basis at ❑II times. and agrees that the Break Funding Charge is a reasonable and appropriate method of'calculating liquidated damages for any prepayment irrespective tit' whether any oI'the foregoing hedging transactions have in Cact occurred or occurred precisely as stated with respect to the Lease and (ii I all calculations and determinations by the Lessor of the Break Funding Charge or of any element thereof. if made in aceorCltmce with its then standard proccclures for so calculating or determining such anwunts. shall be C011CILt'SiyC ahscm manifest arithmetic emir. 10. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains unchanged and in full lin•ce and effect. IN WITNESS WHEREOF, the panics 11CITIO have cxceutcd this Addendum as of the date first referenced above. CITY OF HUATINGFON BEACIi ,IPMORGAN CHASE RANK. N.A. ( Lessee;) (LCSSOr ) By: aaII Titic: fitic:Awhorized Officer Pngc i of ; • 0 INSTRUCTIONS FOR SUB.NirrTING ESCROW DISBURSEIMENT REQUESTS Thank you for choosing.IPi\IORGAN CHASE BANK, N.A. to meet your equipment financing needs. To ensure that you receive the quality Scrviec you expect from IPMorgan Chase Bank. N.A., we ask that you reter to the following instructions when Submitting escrow dlsbur.wInettt rcuuests in the futtur: • All Escrow Disbursement Requests Should he Sent to uS at the lollowine entail address: G w1ILIPiEi eel i.escrow.disburscmcm.rciLuest(ujlmtulwse.cutn urlu ZMPLU CR7&N�� JPJklonuan Chase Bank. N.A. Attn: Escrow Specialist I I I I Polaris Parkway. Suite A-. Mail Code OHI-1W Columbus. Ol 1 43240 • Our Escrow Specialists are prepared to answer yuw questions regarding anticipated or ptreyiuuS diShttl:SCtncnt requests and can he reached at 1-800-078-2601 . • A complete disbursement request should include the following information to ensure prompt processing: 1. Completed and signed Receipt Certificate/Payment Request Form. PLEASE NOTE..: Escrow Disbursement Requests must hear the original signature by an individual who has been authorizeei to cxccute the lease (1ocumentation. If you have qucstiuns regarding who can sign escrow dishurscments. please contact an Escrow Specialist. Vendor invoice fin- the equipment heir purchased. i Proof of P;nntcnt will also he requit'cd if we are reimbursing you) 3. insurance will be required on all delivered equipment at tine lime to disbursements arc being processed. 4. 11'hcn the Equipment IS Motor Vehicles. one ol'the following must he provided with itenis 1. 2 and 3 above: (A) the original. or a copy, ol'thc Vehicle Title showing 11'Morgan Chase Bank. N.A. as lirsl Iienholder or (E3) if the original title has not vet heen received, a copy (from and hack) of the Manufacturer's Statement of Otigin 01VISO) or Title Application Showing JPvlorgan Chasc f3ank, N.A. as lienholder. • Please clearly indicate on the vendor's invoice whether you wish to pav the vendor by check or by wire u'ansl'er. 11' a wire transfer is requested, please provide wire instructions fur each vendor. 1Virc instructions must include the bank name. ABA routing mother. account number and the paves contact Waite and phone numher. When the FINAL disbursement from the escrow account is requested. please complete. Sign and Send the Receipt Certificate/Pavnient Request form marked as final So we can disburse funds and close the escrow account. • Electronic Payment Instructions City of.Huutington Beach ACH (preferred): Union Bank ABA 021052053 Account # 43831854 City of Huntington Beach Wire Transfer: Union Bank ABA 1220-00496 Account# 2740013419 City of Huntington Beach Contact: Joyce Zacks Telephone:. 714.5M.5990 Fax: 714.374.1603 Email: izacks@surfcity-hb.org ACORO® CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 03/02/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER CDNTACT NAME: Aon Risk Insurance Services West, Inc. PHONE (415) 486-7000 (FIAX (415) 486-7029 San Francisco CA Office (A/C. No. Ext): (A/C. No.): 425 Market Street E-MAIL Suite 2800 ADDRESS: San Francisco CA 94105 USA PRODUCER 570000069339 CUSTOMER ID#. INSURERS AFFORDING COVERAGE NAIC INSURED INSURERA: The Hanover insurance Co 22292 City of Huntington Beach INSURERB: 2000 Main St. INSURER C: Huntington Beach CA 926480000 USA INSURER D: INSURER F: LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) RE: Pierce Arrow XT Triple Combination Pumper with Accessories and 2017 North Star 167-1 Type 1 Module Ambulance with Accessories to be located at 2000 Main Street, Huntington Beach, CA 92648 with a value of $1,035,000. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DDIYYYY) COVERED PROPERTY LIMITS PROPERTY CAUSES OF LOSS DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTALVALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP BASIC BUILDING BROAD CONTENTS SPECIAL EARTHQUAKE WIND FLOOD CAUSES INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY POLICY NUMBER CRIME TYPE OF POLICY BOILER & MACHINERY I EQUIPMENT BREAKDOWN A Bus Auto Damage ---jIH X Equipment Limit Aggregate Limit $1,000,000 X $10.000,000 SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 7PMorgan Chase Bank, N.A., its parent and affiliates, successors or assigns" are included as Loss Payee ATIMA with respect to the above referenced property. VAIVVCLLAI IUM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. JPMorgan Chase Bank, N.A. Attn: Insurance Department 1111 Polaris Parkway, Suite A3 AUTHORIZED REPRESENTATIVE Columbus, OH 43240 USA © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) The ACORD name and logo are registered marks of ACORD L t~ C Y 'O L d 'O Q.' W m Z W Q V LL_ F Q.' W V AGENCY CUSTOMER ID: 570000069339 ACORO® LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMEDINSURED Aon Risk Insurance services west, Inc. City of Huntington Beach POLICY NUMBER See Certificate Number: 570065656087 CARRIER NAIC CODE See Certificate Number: 570065656087 EFFECTIVE DATE: AUUI I IUNAL KtMAKKJ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER If a policy below does not include limit information, refer to the corresponding policy on the ACORD ADDITIONAL POLICIES certificate form for policy limits. 1NSR TYPE OF INSURANCE POLICYNUMBER POLICYEFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE (MM/DD/YYYY) DATE (MM/DD/YYYY) OTHER A Bus Auto Damage IH39163181 07/01/2016 07/01/2017 Deductible $25,000 ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ESCROW RECEIPT CERTIFICATE/PAYMENT REQUEST Dated: , 20 Lease Schedule No: 1000142350 dated February 28, 2011 Escrow Agreement Dated: February28, 2017 1. The undersigned Lessee of the above Lease Schedule and -its Master Leasc-Purchase Agreement (collectively, the "Lease") hereby acknowledges receipt in good condition of all of the Equipment described on Schedule A -I to this Receipt Certificate; Payment Request as of the following Acceptance Date. -and hereby confirms that the Equipment has been installed at the following location: Acceptance Date: Equipment Location: See Attached Schedule A-1 FINAL REQUEST: Yes OR No (Please Circle Choice) If this'is the FINAL REQUEST Lessee hereby confinns that said Equipment together with all other property covered by Receipt Certifrcates delivered prior to this Reeeipf Certificate represents all of the Equipment to be subject to the Lease, 2. Lessee agrees that (a) the undersigned Lessor has not selectecl,. manui'acttired, sold or supplied any of the Equipment, (b) Lessee has selected all. of the Equipment and its suppliers, and (c) Lessee has received a copy of, and approved the purchase orders or purchase contracts for the Equipment. 3. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMMENT IS IN GOOD WORKING ORDER.AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL .APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS -IS, WHERE -IS" WITH ALL FAULTS; AND (d) LESSEE UNCONDITIONAi:LY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. 4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from the Equipment Acquisition. Fund established under the Escrow Agreement to each party designated below as Payee, the amount stated: below in payment of all or path of the Purchase Price (as such term is used in the Escrow Agreement) as stated below. Lessee hereby confirms that said amount is due and payable under a.purchase order or contract relating to the Equipment described herein and has not formed the basis of any prior request for payment. Payee #I: Name: Address: Invoice Number: Date: Amount: S Page 1 of'3 Payee#2: Narne: Address: Invoice Number: AFnount: S Payee #3: Name: Address: Date: Invoice Number: Date: Amount: S 5. If this is a Final Request, then this Receipt CertiCicatu/Payment Request shall constitute a Cull Funding Notice and if any funds remain in the Equipment Acquisition Fund established pursuant to the Escrow Agreement (including any remaining amount of the Lessor's Deposit andlor any earnings thereon; :collectively referred to as the "Escrow Balance"). then Lessee hereby directs Escrow .Agent to pay the Escrow Balance as follows; (a) to Lessee if the Escrow Balance is less thanSi00.01; and (b) otherwise to Lessor and Lessor is hereby authorized to apply the Escrow Balance its follows: (i) If Escrow Balance is less than interest paid on the Lease during the previous IS tnonths the .Escrow Balance will be reimbursed to the Lessee (ii) if the Escrow Balance is equal to or less than the nest:Rent Payment due under the Lease_ apply the Escrow Balance to said Rent Payment; or (iii) if the Escrow Balance is greater than the nest Rent Payment due under the Lease, apply the Escrow Balance as a partial prepayment of principal under the Lease and Lessor is authorized to send a revised Payment Schedule for the Lease that reflects said prepayment.. CITY OF MYNTINGTON BLACH JPNIORGAN CRASH, BANK, N.A. (Lessee) (Lessor') By; By; Title Title:Authorized Officer Page 2 of 3 • CJ SCHEDULE A-1 Equipment Description (This Schedule A -I is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.) Lease Schedule No: 1006142350 dated February 28, 2017 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions. thereto. Equipment Location: Equipment Description: Page 3 of E 1�1 SIGN UP .... FOR AUTOMATED BILL PAYMENT Please complete ALL Sections and return this form: I authorize JP.i ORGAN CHASE BANK, N.A. to make withdrawals from the account listed below. I understand that I connoI my withdrawals for payments on leases and loans. If at any time I decide to discontinue this payment service, I will notify the hiller. 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 the leases and loans will he withdrawn with rental/installment payments unless otherwise instructed. (PLEASE PRINT) Customer Information: Financial Institution: Nance: CITY" OF HUNTINGTON BEACH Naive: Address: 2060 MAIN STREET ATTN: TO SUNNY HAN - FINANCE Address: i �, I City: HUNTI.NGTON BEACH I City: State: CA Zip:92648 State: Zip: Account Type (check pne) Checking Routing 'ABA Number Biller Information: Savings Account. Number (Please enclose a voided check) Your JP vtorgan Chase Bank. N.A. Account Number(s) as Shown on.Agrecment or Invoice. (A sign up form is required for each unique fuiancial institution account and routing/ABA number:) 1000142350 1000 _ _ _ 1000 _ �. 1400 Notice to Customer - T11is agreement authorizes the periodic transfer of funds from your account at the financial institution listed on this sign. fto. form by electronic means. Your rights and liabilities raider 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 acc'ouM for a mare cuutphhc disclosure- of your legal rights_ Whhdrawnl .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 an), rights :or remedies of JPMorgan Chase Bank, N.A. The billet 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 Optlon #2 Or Email: CEFLPortfolio.Servicefi;JPMChase.com THINGS YOU NEED TO KNOW ABOUT AUTOMATED BILL PAYMENT Page I oft 8038 Filing Information Lease Name: r Li cl�-, Lease Number: I U N Ll T�DS O Book Date: ') `,� 4 - 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 $038-G I Information Return for Tax -Exempt Governmental Obligations (Rev. September 2011) Under Internal Revenue Code section 149(e) Department of the Treasury See separate instructions. Internal Revenue Service Caution: If the Issue price Is under $100,000, use Form 8038-OC. OMB No.1545-0720 Amended Return. check here ► 1 Issuer's name 2 Issuer's employer identification number (EIN) City of Huntington Beach 98 8W748 3a Name of person (other than Issued with whom the IRS may communicate about this return (see instructions) 31) Telephone number of other person shown on 3a Dahle Bukrsan, Finance Manager 714 636-SM 4 Number and sheet (or P.O. box If mail is not delivered to street address) Room/suite S Report number For IRS Use Orrty) 2000 Main Street 3 8 City, town, or post office, state, and LP code 7 Date of issue Huntington BeeCh, CA 92648 0212212017 8 Name of Issue 9 CUSIP number Lori Ann Farrell Harrison, Chief Financial Officer None 108 Name and tltle of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 1 Oa Lori Ann Farrell, Chief Financial Officer 714 536-5225 ZjgMLL_ T e of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ► 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or Installment sale, check box . . . . . . . . ► ❑ 11 WA 12 WA 13 WA 14 $1,036,000 00 15 WA 16 I I WA 17 WA 18 WA ' Descri tion of ON ations. Complete for the entire issue for which this form is beingfiled. (a) Final maturity date (b) Issue price (C) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 02/2812024 1,035.00 4.09 years 2.19 % JUMBUT Uses of Proceeds of Bond Issue fincluding underwriters' discount) 22 Proceeds used for accrued Interest . . . . . . . . . . . . . . . . . . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 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 . 28 NIA 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 WA 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 NIA 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 WA 23 NIA 29 NIA 30 NIA UUWA(Description of metunow Bonf2s. GOmpiete tnis part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► WA years 32 Fitter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► WA years 33 Enter the Nast date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ► WA 34 Enter the date(s) the refunded bonds were issued ► (mm/ootywy) WA For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2o11) E • Form 9038-0 (Rev. 9-2011) 2 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36 WA 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see Instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a WA b Enter the final maturity date of the GIC ► WA c Enter the name of the GIC provider ► WA 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 WA 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► WA c Enter the EIN of the issuer of the master pool obligation ► WA d Enter the name of the issuer of the master pool obligation ► WA 39 If the issuer has designated the issue under section 265(bK3)(B)(i)(III) (small issuer exception), check box . . . . ► 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 ► WA c Type of hedge ► WA d Term of hedge ► WA 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 if the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 46a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . ► WA b Enter the date the official intent was adopted ► WA Under penalties of per)ury, I declare that I have examined this return 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 I consent to the IFIS's disclosure of the Issuer's return Information, as necessary to and process this return, to the person that 1 have authorized above. Consent 4 z/ay 41:7 -.Q w �t4Ao , eGcez - ' Signature of Issuer's authorized representative Dal 'Type or print name end title Paid Print/Type preparer's name Preparer's signature Date Check ❑ H P nN Preparer I self-employed Use Only Firm's name No Firm's EIN ► Form 115033-01 (Rev. 9-2011) MEETING DATE: 2/6/2017 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: David A. Segura, Fire Chief Lori Ann Farrell, Chief Financial Officer SUBJECT: Approve the purchase of a replacement fire engine and ambulance and authorize the City Manager to enter into all documents necessary to lease finance the purchase Statement of Issue: The City Council is requested to approve the purchase of a replacement fire engine and ambulance and to authorize the City Manager to enter into any and all documents necessary to finance the purchase in order to enhance public safety and emergency response. Financial Impact: Funding for the replacement of both a fire engine and ambulance was included in the Equipment Replacement budget in the FY 2016/17 Adopted Budget. Specifically, the General Fund Adopted Budget includes $200,000 for the estimated annual debt service payments for a potential lease financing arrangement to acquire both the fire engine and ambulance. This funding level was based on interest rates at the time the FY 2016/17 budget was being developed. Interest rates fluctuate on a daily basis and final lease financing rates and costs will be determined prior to the close of escrow. Staff recommends the lease purchase of a fire engine; ambulance and all related equipment totaling $1,126,550 through a seven-year lease purchase agreement. Based on current interest rates, the estimated annual debt service payment is $161,000, Recommended Action: Approve the purchase of a replacement fire engine and ambulance and authorize the City Manager to enter into all documents necessary to lease finance the purchase. Alternative Action(s): Do not approve these purchases and/or the lease financing agreement and direct staff accordingly. Analysis: At the January 17, 2017 City Council meeting, staff was directed to provide additional documentation to further explain the need to replace the fire engine at this time. This engine, and an emergency ambulance, is proposed for replacement. The following are best practices and additional clarification regarding the justification for replacement of this fire engine: Item 16. - 1 HB -6K_ Dept. ioFo17-0uuPage. znvx Meeting Date: 2/6/2017 Industry Standards for Fire Engine Replacement The National Fire Protection Association (NFPA) provides best practice recommendations for the fire service and recommends that the following factors be considered when replacing fire engines: "The length of life depends on many factors, including vehicle mileage and hours quality of the preventative maintenance program, quality of the driver training program, whether the fire a/panyhxx was used mid7/n the design po/o/nmte/n whether the apparatus was manufactured on a custom or mrmmenn/a/ chassis, quality of workmanship by the original manufacturer, quality the components used, and availability ofreplacement parts, to name a/em/" (NFPAStandard /9/Y-96—Annex C\ pageY) According bzthe most current data available about state and locally owned fleets from the Federal Highway Administration,the average replacement for fire apparatus is 158 years. A ejmni|or replacement standard has historically been adhered tn bythe City ofHuntington Bemcb, based on the previously referenced NFPA facto/8 and industry practices. The wear and tear on the vehicle, which naturally and inevitably occurs over time, reduces apparatus re|iabi|ity, efficiency and performance. Vehicle Age, Mileage and Hours Vehicle Age: Flna Engine 8217 was initially purchased in 1088 and then rebuilt in 2001 due to pump cavitation problems (RCA - Attachment 1). hhas the original drivatnyin'bVtisoonsideredto be 16 years old with 95.000 miles due to the vehicle housing, pump and other equipment which were replaced in 2001. The original motor which operates the apparatus however, was not replaced and is aU|| the original mechanical motor acquired with the apparatus in 1996, about21 years ago. Vehicle Mileage and Hours: The standard industry conversion calculation for fire engines, as provided in Fire Mechanic training academies, is 26 miles for each hour of operation,According to the hours h)miles factor for fire engines, this apparatus has atotal of5.D84vehicle hours, which equates to155.584miles ofdriving. Improved Apparatus Technology Due to the evolution of software, parts and electronic technology, emergency response apparatus now become obsolete much sooner than inthe past. Toprovide maximum operating efficiency and increased public safety service delivery it is important to replace older vehicles, such as Fire Engine 8217. Apparatus Maintenance Record The attached maintenance record 2) from comes �m the automatedfleet system,whichwas not fuUy operational until Noven]ber2O12. Prior to that, vehicle maintenance records are not readily available. The maintenance record dated K8ay2O13 to January 2017 shows expenditures of$5O.471, In November 2010. an additional captured expense for this mppmmduo was the transmission replacement, ada cost of$0.144. |ntotal, all maintenance and repairs over the past six (G)years is estimated toexceed $7D'Q8Q. HB-b83- ^`°"^ T^~n` 1`6'-7 ^~ Dept ID FD 17-005 Page 3 of 3 Meeting Date: 2/6/2017 In addition, the City's Fleet Maintenance Section estimates the cost to operate the subject fire engine is $6.05 per mile, compared to a new engine which operates at $3.80, a cost savings of $2.25 per mile. Over the past four (4) years Fire Engine 8217 has averaged 56 days out of service per year due to repairs. As apparatus age, maintenance costs and down time increase. This can also impact the timely preventative maintenance of front line emergency response apparatus. It is important to note that if approved, a new fire engine will take approximately 15 months to be built, delivered, and put into service. Therefore, over the next year Fire Engine 8217 will add further miles and hours to its operational life. Once a new fire engine is put into service it will push the oldest frontline fire engine into reserve status (that is, a reserve fire engine that covers for when frontline fire engines are out of service or non -operational). Fire Engine 8217 will then be surplused through the City's fiscal services process. This replacement scenario is keeping with the City's Fleet Management practices. Ultimately, older apparatus are less dependable and the reliability of this fire engine is critical to public and fire personnel safety. Environmental Status: Not Applicable. Strategic Plan Goal: Enhance and Maintain Public Safety. Attachment(s): 1. September 18, 2000 Request for Council Action 2. Fire Engine 8217 Maintenance Record 3. Term Sheet 4. Amortization Schedule 5. Master Lease Purchase Agreement 6. Lease Schedule 7. Certificate of Incumbency 8. Opinion of Counsel Item 16. - 3 yB -68 - ATTACHMENT #1 11 Council/Agency Meeting Held: Deferred/Continued to: ❑ Approved © Conditionally Approved © Denied City Clerk's Signature Council Meeting Date: September 18, 2000 Department ID Number: FD 00-012 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator PREPARED BY: MICHAEL P. DOLDER, Fire Chief/Information Systems Director SUBJECT: AUTHORIZE AGREEMENT WITH EMERGENCY ONE, INC. FOR REPAIR AND REBUILD OF FOUR SAULSBURY FIRE ENGINES AND EXPENDITURE FROM THE UNAPPROPRIATED FUND BALANCE OF THE EQUIPMENT REPLACEMENT FUND Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the City Council enter into an Agreement with Emergency One, Inc. to repair and rebuild four Saulsbury fire engines? Funding Source: The total one-time cost to repair and rebuild four Saulsbury fire engines is $304,530, which includes $250,000 toward depreciated replacement costs and $54,530 in new or added value modifications. The $304,530 appropriation request is recommended to be funded from the Unappropriated Fund Balance of the Equipment Replacement Fund and transferred into the Fire Department Equipment Replacement account (55340104.64570). A Fiscal Impact Statement is included in Attachment 1. Recommended Action: MOTION TO: 1. Approve and authorize the Mayor and City Clerk to execute the Agreement Between the City and Emergency One, Inc. for Repair and Rebuild of four Saulsbury Fire Engines pending approval of the appropriate Certificates of Insurance and Bond by the City Attorney, and 2. Authorize the appropriation of $304,530 from the Unappropriated Fund Balance of the Equipment Replacement Fund and the transfer to and expenditure from the Fire Department's FY 2000/2001 Equipment Replacement account (55340104.64570). Alternative Action(s): Enter into litigation against Federal Signal Corporation, current owner of Saulsbury Fire Rescue, Inc., for full replacement of four Saulsbury fire engines. Analysis: Since September 1999, Fire Department staff has worked with the fire engine manufacturer (recently purchased by Federal Signal Corporation) and their representative (Emergency One, Inc.) to correct the operational problems with four Saulsbury fire engines REQUEST FOR COUNCIL ACTION MEETING DATE: September 18, 2000 DEPARTMENT 1D NUMBER: FD 00-012 Analysis: (continued) purchased between 1996 and 1998 at a cost of 1.375 million dollars. On January 21, 2000, due to the severity of pumping and pressurization problems, the four Saulsbury fire engines were placed out of service and the manufacturer provided three loaner engines at no cost to the City. The City's four fire engines have remained out of service while Fire Department staff worked closely with Emergency One, Inc. (E-One) to correct the operational problems. Subsequently, one of the fire engines was sent to the manufacturer's Ocala, Florida factory to expedite a permanent repair. In a May 25, 2000 letter, E-One reported that they fabricated a successful repair solution. However, during the City's June 6-8, 2000 trip to Ocala, Florida for pump repair verification, the apparatus failed. E-One, in a July 24, 2000 letter, proposed a fire engine replacement program to permanently remedy all operational problems. In anticipation of potential litigation, the City Council, during its August 7, 2000 Closed Session meeting, on a vote of 6 Yes and 0 No (Council Member Harman absent), took the following action; Authorize the Fire Chief and City Attorney to negotiate a settlement agreement with Federal Signal Corporation for the replacement of four fire engines in exchange for up to $300,000 subject to Council approval of any settlement agreement. Subsequently, on August 10, 2000, the Fire Chief and Division Chief of Operations met with E-One representatives, including their President, Vice President Sales and Marketing, and Director of Customer Services, to reach a resolution of the apparatus problems. As a result of this meeting, an economically feasible and operationally sound tentative agreement was reached, which formed the basis for the City Attorney's proposed Agreement Between the City of Huntington Beach and Emergency One, Inc. for Repair and Rebuild of Four Saulsbury Fire Engines (Attachment 2). This Agreement provides new cabs, chassis, pumps, cooling systems, and all support equipment for the Saulsbury fire engines. The repair/rebuild proposal would reuse the engines, transmissions, and bodies from our existing apparatus. From an operational standpoint, the rebuild would be acceptable and, in effect, provides new apparatus to the City. The rebuilt fire engines would be titled as new units and would have new warranties. Further, similar units, used by other jurisdictions, have been fully field-tested and perform perfectly. This agreement also contains a prevailing party attorney's fees provision, which is not the City's standard "each party pays their own" language. The reason for this change is that it is more likely that the City, not E-One, will be the party who may be required to enforce this Agreement through litigation and, therefore, would take advantage of the prevailing party attorney's fees provision. In addition, E-One maintains self -insured retentions on their liability policies which are unacceptable under City Resolution 9720. Rather than request a waiver of the City's insurance requirements regarding deductibles and self -insured retentions, E-One is submitting a surety bond to protect the City's interest as if there was no self -insured retention. The Certificates of Insurance and surety bond are not attached as they were not approved at the time of submittal of this Request for Council Action. 1`1000 012 Agreement Saulsbury Eng Repair FNL.doe -2- 2/1/2017 7:20:00 AM • • REQUEST FOR COUNCIL ACTION MEETING DATE: September 18, 2000 DEPARTMENT ID NUMBER: FD 00-012 Analysis: (continued) Staff is requesting authorization to expend a maximum of $304,530 (equivalent to $76,133 per engine) from the Unappropriated Fund Balance of the Equipment Replacement Fund to repair/rebuild the four existing Saulsbury fire apparatus. The City Council initially authorized $300,000 to repair/rebuild the four Saulsbury fire engines. However, during negotiations with E-One, value added work increased this amount to $304,530, which includes necessary seat cushion re -upholstery on the 1996 apparatus and painting of all four fire engine bodies. The total dollar amount to be paid by the City minimally reflects the fire engines' depreciated value based on the years of City use. Using a 20-year accelerated depreciation calculation the apparatus have depreciated $351,577 in value. In addition, staff's recommendation is based on the following: • The current fire pumps' lack of reliability prevents the fire engines' use without endangering the safety of the public and/or Fire Department personnel. • The recommended action would restore all four fire engines to service and provide standardized equipment for the Fire Department. • Litigation costs for replacement of the apparatus would be high, as well as time consuming. • Emergency One has been cooperative in working with City staff to correct these problems. They have accepted responsibility for these issues and remain accountable for a satisfactory resolution. • The rebuilt fire apparatus would be operationally compatible with any future City fire engine purchases. • The fire apparatus replacement proposal offers the quickest timeline for returning fully functional fire apparatus to the City. Environmental Status: Not applicable. Attachment(s): 1 Fiscal Impact Statement 2 Agreement Between the City and Emergency One, Inc. for Repair and Rebuild of Four Saulsbury Fire Engines RCA Author: Polder/ReynoldslJusten FD00 012 Agreement Saulsbury Eng Repair FNL.doc -3- 2/112017 7:20:00 AM . ....... ..... '' - ATTACHMENT #2 FIRE ENGINE 8217 MAINTENANCE REPAIR RECORD - 2013-2016 Document Number Repair Item Mileage Total Cost Date/Time In DatelTime Out 15811 BROKEN DOOR HANDLE 95520 $ 158 115120179:58 1/51201711:22 14780 CHECK WATER LEVEL GAUGE OPERATION 94550 $ 2,371 10/312016 15:24 10/512016 14:26 14657 REPLACE FUEL SENDER 94470 $ 1,022 9121/2016 8:54 9/2112016 16:14 14141 CHECK STEERING 94107 $ 3,094 8/3/2016 14:50 8/30/2016 17:01 13890 PM C SERVICE 94107 $ 1,535 7/1312016 10:11 712212016 17:00 13064 REAR DISCHARGE VALVE LEAKS 93210 $ 361 4120/2016 15:43 4/21/2016 14:01 12698 PRIMER VALVE LEAKING 93186 $ 2,116 3/2112016 7:16 3/30/2016 13:40 12065 REPAIR WATER LEAK 92613 $ 550 112612016 6:44 1/26/2016 15:09 11874 PM A SERVICE 92613 $ 3,401 U712016 9:51 112012016 15:29 10829 FOAM SYSTEM REPAIR/GREEN SHEET 91867 $ 1,345 10/912015 6:40 10/1412015 6:30 9777 PM A SERVICE 90928 $ 3,804 712012015 8:26 7/23/2016 17:00 8970 GREEN SHEET 90265 $ 248 511812015 732 511812015 13:38 8721 REAR BRAKE CHAMBERS 89971 $ 2,335 4/2812015 12:19 51512015 11:42 8635 RELIEF VALVE SLOW 89971 $ 182 4/21/2015 12:21 412312015 11:29 8561 REAR DISCHARGE INOP 89821 $ 808 4/15/2015 16:29 4/16/2015 16:00 7986 INSTALL REMOTE THROTTLE 89362 $ 2,899 3/4/2015 10,06 311212015 6:58 7695 REMOTE THROTTLE INOP 89362 $ 778 21912015 9:10 2/1112015 1104 7532 PM B SERVICE 89258 $ 7,239 1/22/2015 16:04 112312015 17:00 6121 BATTERIES NEED REPLACEMENT 88509 $ 1,766 9/2612014 16:11 9129/2014 11:00 5144 PM A SERVICE 87862 $ 1,619 7114/2014 14:58 7/16/2014 13:34 3270 PACKING LEAKING 86670 $ 293 2/2012014 7:53 2/2012014 11:00 2911 PM SERVICE 86M $ 13,111 1/21/2014 10:48 2118/2014 16:43 2695 FRONT LOW BEAM OUT 86212 $ 16 12/30/2013 13:22 12/30/2013 16:30 1618 FRONT SUCTION CRACKED 85452 $ 166 10/212013 14:59 1013/2013 16:50 1168 BATTERIES OVER CHARGED 84830 $ 1,782 8/2612013 9:05 8/27/2013 11:34 180 LOOSE DRAG LINK AND OIL LEAKS ON ENGINE 82936 $ 3,471 5/24/2013 8:18 812712013 7:69 $ 56,471 Note: During the above repairs, this unit was placed out orf service and a reserve fire engine was placed into service. Dept. ID FN 17-003 Page 1 of 2 Meeting Date: 1/17/2017 7-0 -2-14 IZ":>/ MEETING DATE: 1/17/2017 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Lori Ann Farrell Harrison, Chief Financial Officer David A. Segura, Fire Chief SUBJECT: Approve the purchase of a replacement fire engine and ambulance and authorize the City Manager to enter into all documents necessary to lease finance the purchase Statement of Issue: The City Council is requested to approve the purchase of a replacement fire engine and ambulance and to authorize the City Manager to enter into any and all documents necessary to finance the purchase in order to enhance public safety and emergency response. Financial Impact: Funding for the replacement of both a fire engine and ambulance was included in the Equipment Replacement budget in the FY 2016/17 Adopted Budget. Specifically, the General Fund Adopted Budget includes $200,000 for the estimated annual debt service payments for a potential lease financing arrangement to acquire both the fire engine and ambulance. This funding level was based on interest rates at the time the FY 2016/17 budget was being developed. Interest rates fluctuate on a daily basis and final lease financing rates and costs will be determined prior to the close of escrow. Based on current interest rates, the estimated annual debt service payment is $161,000. Staff recommends the lease purchase of a fire engine, ambulance and all related equipment totaling $1,126,550 through a seven-year lease purchase agreement. Recommended Action: Approve the purchase of a replacement fire engine and ambulance and authorize the City Manager to enter into all documents necessary to lease finance the purchase. Alternative Action(s): Do not approve these purchases and/or the lease financing agreement and direct staff accordingly. Analysis: The proposed purchase will replace a 16-year old fire engine with 95,000 in mileage. This engine requires frequent repairs and has become more difficult to keep maintained and in service. The reliability of this apparatus is critical because of its use in providing emergency responses, including fire suppression, hazardous materials, rescue and medical responses. Section 6 of City Budget Resolution 2016-58 requires that the acquisition of any capital items which exceed $500,000 be approved by the City Council. The value of the proposed replacement fire engine of $720,300 exceeds this amount, hence, requires City Council approval. H B -23- Item 13. - 1 Dept. ID FN 17-003 Page 2 of 2 Meeting Date: 1/17/2017 In addition, the ambulance proposed for replacement is 12-years old with 255,000 in mileage. The City's ambulances perform over 10,000 emergency medical transports annually. Due to this large number of transports, wear and tear on the vehicle, which naturally and inevitably occurs, has increased and the reliability of the vehicle is reduced. City Council approval is also requested for the City Manager, or his designee, to enter into any and all documents necessary to finance the purchase of the fire engine, ambulance, and all related equipment. The City's existing Master Lease Agreement would need to be amended to include the lease -purchase of these two critical pieces of public safety equipment at an estimated cost of $1,126,550. Based on a 2.2 percent interest rate, the annual debt service payments would equal $161,000 over a seven-year period. The purchase of a replacement fire engine and ambulance are necessary to continue to provide reliable emergency services to the residents of Huntington Beach. As the FY 2016/17 Adopted Budget contains funding for the lease financing of this equipment, staff recommends proceeding with the replacement of the fire engine and ambulance as soon as possible to ensure public safety. Environmental Status: Not Applicable. Strategic Plan Goal: Enhance and Maintain Public Safety. Attachment(s): 1. Term Sheet 2. Amortization Schedule 3. Master Lease Purchase Agreement 4. Lease Schedule Certificate of Incumbency Opinion of Counsel Item 13. - 2 H -240- ATTACHMENT #3_, • • Equipment Finance 560 Mission Street San Francisco, CA 94105 rebecca.a.[owe@ipmorgan.com Rebecca Lowe Executive Director City of Huntington Beach Tax -Exempt Non -Bank Qualified Municipal Lease Purchase Summary of Terms and Conditions January 4, 2017 This document is for discussion purposes only and is contingent upon the Lessee's compliance with the requirements of the Internal Revenue Code of 1986 ("Code"), as amended, and all applicable state laws related to Lessee's ability to enter into a tax-exempt lease -purchase financing for the intended purposes. The final terms and conditions are subject to credit approval and may be different from the terms and conditions outlined below. TRANSACTION SUMMARY Lessee: City of Huntington Beach ("City" or the "Lessee"). Lessor: JPMorgan Chase Bank, N.A. or any affiliate of JPMorgan Chase Bank, N.A., its successors and/or assigns ("JPMorgan Chase" or the "Lessor"). Transaction: Fixed-rate, fully amortizing, tax-exempt lease -purchase agreement ("Agreement"). The master lease purchase agreement allowing for schedules will be valid for three years. Use of Proceeds: To finance the acquisition of a Fire Engine and Ambulance, the legal title of which will vest with Lessee during the term of the Agreement. All equipment proposed for financing will be subject to final review and acceptance by Lessor prior to closing. Financing Amount: $1,035,000 Bank Qualified: This proposal assumes that Lessee will not issue more than $10 million in tax- exempt obligations this calendar year and that the Lessee will designate this lease as a "qualified" tax-exempt obligation. Commencement Date: Anticipated to be January 30, 2017 or mutually agreeable date TRANSACTION DETAILS Financing Term Options: Seven (7) Years Payment / Frequency: Equal annual payments of principal and interest in arrears. HB -241- Item 13. - 3 Interest Rate: Adjustment to Rate The Interest Rates and Payments quoted herein are based on current market rates as indicated by the applicable Interest Rate Swap ("Index Rate"), which are shown as of 1/4/17. For every change in the Index Rate, an adjustment will be made to the Interest Rate and Payment in order to maintain Lessor's economics. The final Interest Rate and Payment will be agreed to 5 days prior to closing. The index formula below is valid for the initial 1 year draw period (through 8/9/17) and will be reset on each year anniversary. Rate Calculation: (IR Swap x 64.03%) + Spread = All -In Rate 7 year Example: 4-Year Swap = (1.845% x 64.03%) + 0.9838% = 2.165% Lessor reserves the right to adjust the pricing proposed in order to maintain Lessor's anticipated economic return as a result of material adverse change. Prepayment: The Financing may be prepaid without penalty, in whole but not in part, prior to maturity, on any payment date after the initial 12 months from Commencement, subject to 30 days prior written notice. If Lessee prepays the financing prior to the 12th month from Commencement, the payment may be subject to a fixed rate / "make whole" break funding charge. Disbursement of Proceeds The transaction will fund via an initial escrow deposit, to a mutually agreeable Options: escrow agent, equal to the full Financing Amount. Disbursements will be made to vendors or as reimbursements to Lessee (in compliance with Treasury Reg. 1.150- 2) as funds are required. Security: Lessee will grant Lessor a first priority security interest in the financed equipment. UCC I and UCCII filings will be completed as applicable. Appropriation: This Agreement shall be subject to annual appropriation, with documentation within the Agreement requiring appropriation for payment of all lease schedules or none at all. Appropriation for partial payment or for select assets within a schedule will not be permitted. OTHER TERMS Documentation: The terms of this financing will be evidenced by agreements, instruments and documents ("Lease Documents") usual and customary for a Tax -Exempt Lease Purchase. The Lease Documents must be acceptable to Lessor and its counsel. Lessor or its counsel shall prepare documentation. Lessee shall be responsible for its own expenses related to review of the lease documents and delivery of opinion of counsel. Reporting Requirements: Lessee shall deliver audited annual financial statements within 180 days of end of each fiscal year. Conditions Usual and customary conditions to issuance of the financing including acceptable Precedent: legal documentation which will include an opinion of counsel that the financing is valid, binding and enforceable. Representations Usual representations and warranties for like situated Lessees and the Facility's , .I' Morcy n Item 13. - 4 H _242_ 0 and Warranties: type and tenor, including, without limitation, absence of material adverse change, absence of material litigation, absence of default or potential default and continued accuracy of representations. Maintenance £x Insurance: All maintenance and insurance are the responsibility of Lessee. Lessee shall bear all risk of loss or damage of the Equipment and will be responsible for keeping the Equipment insured with companies satisfactory to Lessor. Lessor, its parent and/or affiliates, its successors and assigns must be named as loss payee and additional insured as applicable, on all insurance policies. Evidence of such insurance must be satisfactory to Lessor. Judicial Reference: The Lessee hereby consents to the adjudication of any and all claims pursuant to Judicial Reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine any and all issues in such Reference whether fact or law. Governing Law: All aspects of the credit(s) being discussed including this Term Sheet and any Lease Documents would be governed by the laws of the State of California. Proposal Only: This proposal is not a commitment to undertake this financing. A commitment can be issued only after full credit an economic review and subsequent approval by the appropriate officers of JPMorgan Chase Bank, N.A., any affiliate, successors and/or assigns. A commitment shall not be binding on Lessor unless it is signed by Lessor and accepted by Lessee. Lessor will have the sole right of assignability of this proposal or any lease between Lessor and Lessee. Proposal Expiration: This proposal will expire if acceptance does not occur by January 30, 2017 (unless extended in writing by Lessor). Confidentiality Statement: J.P. Morgan confirms that it will not use confidential information obtained from you by virtue of the potential transaction contemplated by this proposal or our other relationships with you in connection with the performance by J.P. Morgan of such services for other companies. You also acknowledge that J.P. Morgan will not use in connection with the potential transaction contemplated by this preliminary proposal, or furnish to you, confidential information obtained from other companies. Municipal Advisor Disclosures and Disclaimers: The Lessee acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the Lessee and the Bank, (ii) in connection with such transaction, the Bank is acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Lessee, (iii) the Bank is relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank has not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Lessee with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Lessee on other matters), (v) the Bank has financial and other interests that differ from those of the Borrower, and (vi) the Lessee has consulted with its own financial, legal, accounting, tax, and other advisors, as applicable, to the extent it deemed appropriate. Please feel free to contact me if you have any questions, or would like to discuss this proposal in greater detail. Upon receipt of the accepted proposal, we will promptly begin the approval process so that we may be in a position to finalize this transaction with you. Thank you for allowing us to be of service! JYMoraan H13.243_ Item 13. - 5 0 • Momm AM I 1 -1; AT I ACriMENT #4 • • starting date balance 1 /30/2017 - 1 /30/2018 1,035,000.00 1/30/2019 896,472.03 1/30/2020 754,944.92 1 /30/2021 610,353.75 1/30/2022 462,632.19 1 /30/2023 311, 712.45 1 /30/2024 157, 525.30 Total Loan Amortization Average rate.....................................................2.165% debt ending takedowns service interest principal balance 1,035,000.00 - - - 1,035,000.00 - 160,935.72 22,407.75 138,527.97 896,472.03 - 160,935.72 19,408.62 141,527.10 754,944.92 - 160,935.72 16,344.56 144,591.17 610,353.75 - 160,935.72 13,214.16 147,721.57 462,632.19 - 160,935.72 10,015.99 150,919.74 311,712.45 - 160,935.72 6,748.57 154,187.15 157,525.30 - 160,935.72 3,410.42 157,525.30 - 1,035,000.00 1,126,550.07 91,550.07 1,035,000.00 J.P Morgan Item 13. - 6 H -244- Sample Loan Amortization Current Interest Rate.....................................................2.165% starting debt ending date balance takedowns service interest principal balance 1/30/2017 $ - $ 1,035,000.00 $ - $ - $ - $ 1,035,000.00 1/30/2018 $ 1,035,000.00 $ - $ 160,935.72 $22,407.75 $ 138,527.97 $ 896,472.03 1/30/2019 $ 896,472.03 $ - $ 160,935.72 $ 19,408.62 $ 141,527.10 $ 754,944.92 1/30/2020 $ 754,944.92 $ - $ 160,935.72 $ 16,344.56 $ 144,591.17 $ 610,353.75 1/30/2021 $ 610,353.75 $ - $ 160,935.72 $ 13,214.16 $ 147,721.57 $ 462,632.19 1/30/2022 $ 462,632.19 $ - $ 160,935.72 $ 10,015.99 $ 150,919.74 $ 311,712.45 1/30/2023 $ 311,712.45 $ - $ 160,935.72 $ 6,748.57 $ 154,187.15 $ 157,525.30 1/30/2024 $ 157,525.30 $ - $ 160,935.72 $ 3,410.42 $ 157,525.30 $ - Total $ 1,035,000.00 $ 1,126,550.07 $ 91,550.07 $ 1,035,000.00 H -245- Item 13. - 7 ATTACHMENT #5 CHASE � e MASTER LEASE -PURCHASE AGREEMENT Dated As of: FEBRUARY 5, 2016 Lessee: CITY OF HUNTINGTON BEACH This Master Lease -Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the lessee identified above ("Lessee"). 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) "Schedule" means each I ease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of' the terms and conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person. 3. LEASE TF,RAM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lase and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing). 4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS. 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee sits and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier. Page I of 7 5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the "Code"), (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (c) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessors Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full Leave Term as scheduled in the applicable Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body. Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non -Appropriation Event" shall be deemed to have occurred. If a Non -Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non - Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds have been appropriated, provided further, that Lessee shall pay month -to -month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of' the fiscal year for which appropriations were made for the Rent Payments due under a Lease. 7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. 8. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Page 2 of 7 Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, UCC financing statements and any amendments thereto. 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future I -eases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached Io real estate or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements; and (c) comply with all laws and regulations relating to the Equipment. if any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment. 12. LIENS, SUBLEASES AND TAXES. 12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. 12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, lease, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. if Lessee fails to pay such "faxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing. 13. RISK OF LOSS. 13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date (the "Loss Payment Due Date"), pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equal to the Termination Value as of the Rent Payment date (or if the Casualty Loss payment is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty Loss payment is due) set forth in the Payment Schedule to the applicable Lease plus (iii) a Break Funding Charge. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. "Break funding Charge" Page 3 of 7 means the sum of the differences between (i) each scheduled interest payment which would have been made on the Termination Value if such Casualty Loss payment had not occurred and (ii) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Lender shall be deemed to have entered into as of the Loss Payment Due Date (the "Replacement Swap") covering its payment obligations under an interest rate swap which the Lessor shall be deemed to have entered into when the Lease was originally funded, with each such difference discounted to a present value as of the date of payment using the fixed interest rate of the Replacement Swap as the applicable discount rate; the Lessee acknowledges that the 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 foregoing 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; all calculations and determinations by the Lessor of the amounts payable pursuant to the preceding provisions 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. 13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend Lessor against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorneys fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedinf,*s, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as lender loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lmor as additional insured to the extent of its liability, and then to Lessee. 14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor. 15. NO PREPAYMENT. Lessee shall not be permitted to prepay the Rent Payments or any other obligation under a Lease in whole or in part. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17. TAX COVENANTS. 17.1 Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(c) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of Page 4 of 7 any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 17.2 Upon the occurrence of an Event of "taxability, the interest portion of any Rent Payment shall be at the Taxable Rate retroactive to the date of occurrence of the Event of Taxability, and Lessee shall pay such additional amount as will result in Lessor receiving the interest portion of the Taxable Rate identified in the Payment Schedule. For purposes of this section, "Event of Taxability" means a determination that the interest portion of Rent Payments is included for federal income tax purposes in the gross income of the Lessor due to Lessee's action or failure to take action, including breach of covenants set forth in section 17.1 hereof. An Event of'raxability shall occur upon the earliest of: (1) the happening of any event which may cause such Event of Taxability, or (2) Lessor's payment to the applicable taxing authority of the tax increase resulting from such Event of Taxability, or (3) the adjustment of Lessor's tax return to reflect such Event of Taxability, or (4) the date as of which the interest portion of the Rent Payments is determined by the Internal revenue Service to be includable in the gross income of the Lessor for federal income tax purposes. 18. ASSIGNMENT. 18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any Equipment or any interest in any Lease or Equipment. 18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or penholder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assigrnnent or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee, provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMORGAN CHASE & CO. or any of its direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non -Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non - Assigned Lease or any Equipment covered by any Non -Assigned Lease; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement; and "Non -Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of anv one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues fur ten (10) days after the due date thereof. (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (e) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at anytime with Lessor. 20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: Page 5 of 7 (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed the highest rate permitted by applicable law) from the date of Lessor's demand for such payment; (b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of law and without liability for any darnage occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (c) Lessor may exercise any other right, remedy or privilege which may be available to lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessors exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections b or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de -install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22. LAW GOVERNING. Each Cease shall be governed by the laws of the state where Lessee is located (the "State"), 23. NOTICES. Any notices and demands under or related to this document shall be in writing and delivered to the intended party at its address stated herein (if to Lessor 1 1 I I Polaris Parkway, Suite 3A — 01-11-1085, Columbus, Ohio 43240-2050, to the attention of the GNPH Operations Manager). 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 depositin the United States mail, sent certified, postage prepaid with return receipt requested, and (d) only if to Lessee, on the third Delivery Day after the notice is deposited in the United States mail, postage prepaid. "Delivery Day" means a day other than a Saturday, a Sunday, or any 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. 24. FINANCIAL INFORMATION. Lessee agrees to furnish to Lessor annual audited financial statements of Lessee within 180 days of the end of each fiscal year of Lessee. Additionally, Lessee agrees to provide additional information as reasonably requested by Lessor. Page 6 of 7 25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 26. EXECUTION 1N COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument. If more than one counterpart of each Schedule is executed by Lessee and Lessor, then only one may be marked "Lessor's Original" by Lessor. A security interest in any Schedule may be created through transfer and possession only of: the sole original of said Schedule if there is only one original; or the counterpart marked "Lessor's Original" if there are multiple counterparts of said Schedule. 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. 28. WAIVER OF IMMUNITY. Lessee hereby expressly and irrevocably waives any immunity (including sovereign, crown or similar immunity) and any defenses based thereon from any suit, action or proceeding or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, exercise of contempt powers, or otherwise) in any forum with respect to this Master Lease, any Lease and the transactions contemplated hereby and thereby. Lessor shall have and be entitled to all available legal and equitable remedies, including the right to specific performance, money damages, and injunctive and declaratory relief. JURY WAIVER: ALL PARTIES TO THIS MASTER LEASE WAIVE ALL RIGHTS TO TRIAL.BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS MASTER LEASE AND ANY LEASE. CITY OF HU;4TLkGTj@N BEACH (Lessee) By: Title: ;-y Mom.. rkc. APPROVE® AS TO FORM Michael Gates, City Attorney JPMORGAN CHASE BANK N.A. (Lessor) �—"�- !i, By: V Title: Authorized Officer Page 7 of 7 0 • ATTACHMENT �J L J Dated as of: JANUARY 30, 2017 Lease No.: 1000142350 LEASESCHEDULE This Lease Schedule, together with its Payment Schedule, is attached and made a part 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 5, 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 services 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 funds are appropriated in each fiscal year by its governing body. E. RENTAL PAYMENTS; LEASE 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 Lessee its agents, are in compliance with Anti -Corruption Laws and applicable Sanctions in all 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. (b) 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 any party hereto. Page I of 2 11 -253- Item 13. - 15 (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 (c) any Person controlled by any such Person. H. BANK QUALIFIED: LESSEE CERTIFIES (a) THAT IT HAS DESIGNATED THIS LEASE AS A "QUALIFIED TAX- EXEMPT OBLIGATION" FOR THE PURPOSES OF AND WITHIN THE MEANING OF SECTION 265(b)(3) OF THE CODE, (b) THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX- EXEMPT OBLIGATIONS IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE FOR THE CURRENT CALENDAR YEAR AND (c) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF SECTION 265 TAX-EXEMPT OBLIGATIONS TO BE ISSUED DURING THE CURRENT CALENDAR YEAR BY LESSEE, OR BY AN ENTITY CONTROLLED BY LESSEE OR BY ANOTHER ENTITY THE PROCEEDS OF WHICH ARE LOANED TO OR ALLOCATED TO LESSEE FOR PURPOSES OF SECTION 265(b) OF THE CODE WILL NOT EXCEED $10,000,000. "Section 265 Tax -Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code. Equipment/Escrow Acceptance Date: 20 CITY OF HUNTINGTON BEACH (Lessee) By: RMORGAN CHASE BANK, N.A. (Lessor) M Title: Ti tl e: Authori zed Officer Page 2 of 2 Item 13. - 16 HB -254- • C, Expected Equipment Purchase Price Net Amount Financed Equipment Location: 2000 Main Street Huntington Beach, CA 92648 Equipment Description: SCHEDULE A-1 (Equipment List) $1,035,000.00 $1,035,000.00 Pierce Arrow XT Triple Combination Pumper with Accessories 2017 North Star 167-1 Type I Module Ambulance with Accessories TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to the Lease Schedule 1000142350 or a Receipt Certificate/Payment Request relating to the Lease Schedule. CITY OF HUNTINGTON BEACH (Lessee) By: Title: JPMORGAN CHASE BANK. N.A (Lessor) By: Title: Authorized Officer 1 of 1 KB _255_ Item 13. - 17 • 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. 1000142350 CLessee) By: Title: BUSINESS DAYS Termination Value $923,366.19 $777,593.28 $628.664.37 $476.511.16 $321,063.82 $162,251.06 $0.00 A. tLessor) By: Title: Authorized Officer Item 13. - 18 HB -256- • 0 DRAFT CERTIFICATE OF INCUMBENCY Dated: JANUARY 30, 2017 Lease Schedule No: 1000142350 Lessee: CITY OF HUNTINGTON BEACH 1, the undersisned Secretary/Clerk identified below, do hereby certify that I am the drily 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 Representatives stated in Resolutions.} Name Title Sienature Name Title Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Signature of Secretary/Clerk of Lessee Print Name: Official Title: Date: NOTE: In case the Secretary/Clerk is also the authorized representative that executes a Lease -Purchase Agreement / documents by the above iucumbencv, this certificate must also be signed by a second officer. Print Name: Title: Signature: KB -257- Item 13. - 19 • • ATTACHMENT #6'- • 0 DRAFT FORDO OF OPINION OF COUNSEL, (To Be Typed on Attorneys Letterhead Stationery) Date: JANUARY 30, 2017 Lessee: CITY OF HUNTINGTON BEACH Lessor: JPMORGAN CHASE BANK, N.A. Re: Lease Schedule No. 1000142350 dated January 30, 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 January 30, 2017 relating to the foregoing. Sir/Madam: 1 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 1 have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. 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 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). 5. To the best 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 1936. 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. Attorney Item 13. - 20 HB -258-