Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
JPMorgan Chase Bank - 2022-02-01
2000 Main Street, Huntington Beach CA 648 City of Huntington Beach f�peovE7,) 7-0 File #: 22-062 MEETING DATE: 2/1/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Sean Joyce, Interim City Manager PREPARED BY: Dahle Bulosan, Chief Financial Officer Sean Crumby, Director of Public Works Subject: Approve the purchase of 23 replacement vehicles from National Auto Fleet Group using lease financing and authorize the City Manager to enter into all documents necessary to lease finance the purchase of the vehicles Statement of Issue: City Council approval is requested to lease finance the purchase of 23 replacement vehicles from National Auto Fleet Group and to authorize the City Manager to enter into any and all documents necessary to finance the purchase of the vehicles. Financial Impact: The FY 2021/22 Adopted Budget includes $200,000 in the Equipment Replacement Fund for estimated annual debt service payments to lease finance 23 replacement vehicles totaling $867,780 This funding level was based on interest rates at the time the budget was 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 financing the vehicles through a five-year lease purchase agreement Based on the current estimated interest rate of 2.375 percent, the annual debt service payment would be $186,115 Please note the interest rate may be subject to change based on market conditions at the time of close of escrow Recommended Action: Approve the purchase of 23 replacement vehicles utilizing 5-year lease financing at an interest rate not to exceed 2 375 percent and authorize the City Manager to enter into all documents necessary to lease finance the purchase of the vehicles and take all administrative and budgetary actions necessary to complete the purchase and financing. Alternative Action(s): Do not approve the recommendation and direct staff accordingly Analysis: The proposed vehicle purchases will replace aging Police Department vehicles that have been in service for an average of 12 years. The replacement vehicles have been selected by the City's Fleet Management Division after researching the most fuel efficient and cost effective vehicles currently available. These new vehicles will effectively reduce our annual maintenance cost and fuel consumption in the Police Department Fleet. The vehicles being acquired conform with the City's City of Huntington Beach Page 1 of 2 Printed on V26/2022 File #: 22-062 MEETING DATE: 2/1/2022 plan to transition the City's fleet to more sustainable hybrid electric, alternative, and clean fuel vehicles. All of the replacement vehicles will be obtained from National Auto Fleet Group. The pricing for the vehicles is competitive, with bids having been obtained through Sourcewell, a cooperative purchasing program that complies with Municipal Code 3.02.190. 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 vehicles and all related equipment. The City's existing Master Lease Agreement would need to be amended to include the lease-purchase of these vehicles at an estimated cost of $867.780. Based on the current estimated 2.375 percent interest rate, annual debt service payments would equal $186,115 over the five-year period. The purchase of these vehicles are necessary to continue to provide essential services to the residents and visitors of Huntington Beach. As the FY 2021/22 Adopted Budget contains funding for the lease financing of this equipment, staff recommends proceeding with the replacement of these important items as soon as possible to ensure the continuity of essential City services. Environmental Status: Not applicable Strategic Plan Goal: Non Applicable - Administrative Item Attachment(s): 1. Lease Documents 2. Master Lease-Purchase Agreement 3. Opinion of Counsel City of Huntington Beach Page 2 of 2 Printed on 1/2 612 0 2 2 nowerc37,5 Legistar` J P•Morgan JPMORGAN CHASE BANK,N.A. Mail Code OHI-1085 1 I I I Polaris Parkway,Suite 4N Columbus,OH 43240-2050 January 10,2022 Enclosed please rind the documents necessary to complete your transaction with JPMorgan Chase Bank, N.A. (the"Bank"). These documents have been completed as of January 10, 2022, and reflect the pricing, terms and conditions of the transaction as of this date. Note that the signer's title must match the signer's title shown on the current Resolution and Incumbency Certificate. • Lease Schedule—Review,enter the Date for the Equipment/Escrow Acceptance,sign and indicate title. • Lease Schedule Addendum Self-Insurance-Review,sign and indicate title. • Schedule A-1 —Review,sign and indicate title. • Certificate of Incumbency—The individuals that are duly elected or appointed officers of the Lessee should Print Name and Title and provide signatures. The Secretary/Clerk of the Lessee should Print Name,Title,Date and sign. If the Secretary/Clerk is also authorized to execute the Lease-Purchase Agreement, a second officer must Print Name,Title and sign. • Payment Schedule—Review,sign and indicate title.. • Vehicle Schedule Addendum -Review,sign and indicate title. • Prepayment Schedule Addendum—Review,sign and indicate title. • Opinion of Counsel—Please have your counsel review the documents as soon as possible,and prepare an Opinion of Counsel letter on their letterhead addressed to JPMORGAN CHASE BANK,N.A. A sample of an Opinion of Counsel letter that will satisfy JPMORGAN CHASE BANK,N.A. is enclosed. • Proceeds Disbursement Authorization—Review,sign and date,and provide the signer's title where indicated. • IRS Norm 8038-G—Enclosed is the 8038-G form(Information Return for Tax-Exempt Governmental Bonds)with instructions that is required for IRS reporting of tax-exempt financing. The 8038-G form is used when the issue price is greater titan or equal to S 100,000.Please refer to the enclosed instructions when completing the information on the form and have an Authorized Signer sign and date at the bottom. • Escrow Agreement(Gross Fund-Earnings to Lessee)With Schedule 1.Schedule 2 AND Schedule A-1 —Review,sign and indicate title. o Schedule I • Check the appropriate selection for either Non-Interest Bearing Account,or Money Market Mutual Fund. • If Money Market Mutual Fund,select the account type o Schedule 2 • Print Nmne and Telephone Number and provide signatures for Person(s) Designated to give Funds Transfer Instructions via payment request form and request escrow account statements. • Escrow Funding Schedule Addendum And Arbitrage Certificate—Review,initial the appropriate selection in Section 8.(i),sign mid indicate title. • Instructions For Submitting Escrow Disbursement Requests—Review and retain these instructions for future reference when submitting your requests for Disbursements from the Escrow Account. • Escrow Receipt Certificate/Payment Request—With each request for Disbursement from the Escrow Account,Date,complete the Acceptance Date,Circle either Yes or No regarding the Final Request. o Payee#1 —Complete the Payee Name and Address, Invoice Number, Date and Amount. Complete the Bank Wire Instructions for the funds transfer including Name of Bank, ABA/Routing Number,Account Number and the Name on the Account. Repeat for each payee. Note: If the disbursement is for a reimbursement,enter your Name as the Payee and provide the Lessee's Bank Wire Instructions. o Provide 2 Contacts that can confirm wire instructions on a Recorded Line with our Wire Callback Team. In order to complete a callback,we must be able to verify the company Main Telephone Number through an on-line search. Please provide this number for each contact,along with the contact's Phone Number. Each contact must also sign the Payment Request. o Schedule A-I —Complete the Equipment Location and Equipment Description. If you have any questions on your investment options,please contact.the Escrow Investment selection please contact:Tony Gomez Tel.(212)250-6647 Fax(2t2)797-8600 Email tonv.gonie rtdb.com • Auto Debit Enrollment—Complete the bank account information and sign. We would like to thank you for choosing JPMorgan Chase Bank,N.A.to assist with your equipment financing. We appreciate your business and welcome the opportunity to work with you. If you have any questions,concerns,or if I can be of assistance, please call me. I can be reached at 312- 732-6444 from 9:00 a.m.through 4:00 p.m.ET Monday through Friday. I'll be happy to Help you. Sincerely, Lourdes Roman Documentation Specialist LEASE SCHEDULE Dated as of: FERRUARY 2,2022 Lease No.: 1000149333 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 arc 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 5,201& 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-I C. RESERVED. 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 Tenn: 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 dale 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 tinder 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 front 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. (d) Definitions. For the proposes 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 Page I of 2 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 I1.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) MAT 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 11-S 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(cx3) bonds, both as defined in Section 141 of the Code. CITY OF Hl G'1'O. BEA('If JPMORGAN CHASE: BANK,N.A. (Lessee) / (Lessor) By. -- Title:Tis F ,,'t'1�I r,4 (WA�__ Title:Authorized Officer APPROVED AS TO FORM By: =) MICHAEL-- - CITY ATTORNEY CITY OF HUNTINGTON REACH Page 2 of 2 LEASE SCHEDULE ADDENDUM (Self Insurance) Lessee: CITY OF HUNTINGTON BEACH Lease Schedule No: 1000149333 Reference is made to the above Lease Schedule as amended ("Schedule") and to the Master Lease-Purchase Agreement identified therein as amended ("Master Lease"), bolh of which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). In this Addendum: "lease" means the Schedule and the Master Lease to the extent that it relates to the Schedule; and "Equipment" means the property described in the Schedule. This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise defined herein,capitalized terms defined in the Lease shall have the same meaning when used herein. NOW,THEREFORE,as part of the valuable consideration to induce the execution of the Lease, Lessor and lessee hereby agree to amend the Lease as follows: 1. CASUALTY LOSS. Notwithstanding anything to the contrary in Section 14 of the Master Lease, Lessor agrees that Lessee may self-insure against risk of casualty loss of or physical damage to the Equipment; provided, that (i) proceeds of such insurance are payable to Lessor as lender loss payee and(ii) upon written notice from Lessor to Lessee, Lessee agrees to secure and maintain commercial insurance against such risks to the Equipment as otherwise required by the Master Lease if an event of default has occurred and is continuing under the Master Lease. 2. THIRD PARTY LIABILITY. Notwithstanding anything to the contrary in Section 14 of the Master Lease, Lessor agrees that Lessee may self-insure against risk of injuries to persons and damage to property of others relating in any way to any Equipment; provided, that upon written notice from Lessor to Lessee, Lessee agrees to secure and maintain commercial insurance against such risks as otherwise required by the Master Lease if an event of default has occurred and is continuing under the Master Lease. 3. COMPLIANCE. WITH LAW; ACTUARIALLY SOUND BASIS. Lessee agrees that its self insurance arrangements as described herein shall comply with applicable State law related thereto or, if there is no State law applicable to such self insurance arrangements, then Lessee's self insurance arrangements shall be maintained on an actuarially sound basis. 4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by lessor and Lessee,the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above. CITY OF ' NGTON &ACH JPMORGAN CIIASE BANK.N.A. (Lessee) (Lessor) By: By: Title: )Nn IeLLI l IY rVLAtitAtrrVK— rrrrra l'itle:Authorized Officer APPROVED AS TO FORM By: `. WCHAEL E. GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH SCHEDULE A-1 (Equipment List) Expected Equipment Purchase Price: S867,779A9 Net Amount Financed: S867,779.49 Equipment Location: 2000 MAIN ST,HUNTINGTON BEACH,CA 92648 Equipment Description:VEHICLES r w _. rai,rnM.0 wp _ rr wr .�.t^R rrwrxrws� IrrW r�.r• _ 1ir� M 1W M+ w r r Y r WIiI�,ti� _ e• _ ti ��_OIr Y.YbJ! _ Yr TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBS7Il=ONS THERETO. This Schedule A-1 is attached to the [.ease Schedule 1000148333 or a Receipt Certificate/Payinent Request relating to the [.ease Schedule. CITY OF H GTON EACII JPMORGAN CHASE BANK. N.A (Lessee) (I.essor) By. - sravrnl>r BY: - — ---- -- - Title: INTQ2%M C.tr, M NAVc-,Q_ rMxrsarrme fltle:AuthotiZedOflcer Qy YO FORM BY: WCHAfL E.GATFS ti CIT!ATTORNEY I of 1 CSq OF Ht I BEACH CERTIFICATE OF INCUMBENCY Dated: FEBRUARY 2,2022 Lease Schedule No: 1000148333 Lessee: CITY OF HUNTINGTON BEACH I, the undersigned Secretary/Clerk identified below, do hereby certify that i am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Represcn Itated in esolutions.) Ika-VVii. Ctnt0-I aIa C. Name Title Signs 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 or Secrel es arry/Clerk of Lessee Print Name: _ Rohm G A i Isl All Official Title: // o, � Date: !f o'? NOTE: In case the Secretary/Clerk is also the autltoriznd representative that executes a Lease-Purchase Agreement I documents by the above incumbency,this certificate must also be signed by a second officer. Print Name: Signature: Title: Payment Schedule This Payment Schedule is attached and mode 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. 1000148333 Lease Schedule Dated: February 2,2022 Accrual Date February 2,2022 Amount Financed S867,779.49 Interest Rate 2.0190% per annumn Taxable Rate 2.5600% per annum Rent Rent Rent Interest Principal Principal Termination Number Date Payment Portion Portion Balance Value 1 2/2/2023 $184,208.24 $17,520.47 $166,687.77 $701,091.72 $701,091.72 2 2/2/2024 $184,208.24 $14,155.04 $170,053.20 $531,038.52 $531,038.52 3 2/2/2025 $184,208.24 $10,721.67 $173,486.57 $357,551.95 $357,551.95 4 2/2/2026 $184,208.24 $7,218.97 $176,989.27 $180,562.68 $180,562.68 5 2/2/2027 $194,208.24 $3,645.56 $180,562.68 $0.00 $0.00 $921,041.20 $53,261.71 $867,779.49 CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK.N.A. (Lessee) (Lessor) By: — — — By: Title:(N I'GZten C 17Y MA kAr Ir 2 __ <�Title:Authorized Officer VEHICLE SCHEDULE ADDENDUM Dated As of: FEBRUARY 2,2022 Lease Schedule No: 1000149333 Lessee: CITY OF HUNTINGTON BEACH Reference is made to the above Lease Schedule ("Schedule") to the Master Leasc-Purchase Agreement identified in the Schedule ("Master Lease") by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee"). Fins .Addendum amends and modifies the temps and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE',as part of the valuable consideration to induce the execution of the Schedule,lAmw and Lessee hereby agree to amend die Schedule as follows: I. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule: (a) each manufacturer's statement of or and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) Lessee shall furnish and permit only duly licensed,trained,safe and qualified drivers to operate any such unit of Equipment, and such drives shall be agents of I.essec and shall not be agents of Lessor;and (c) Lessee shall cause each such unit of Equipnunt to be duly registered and licensed as required by applicable Slate law with Lessor noted as lienholder, listed at address below and Lessee as owner. Lessor's Address: JPMORGAN CHASE BANK, N.A. PO Box 6026 Chicago,11.60680 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first referenced above. CITY OF 11 L>TINGT( N BEACH JPMORGAN CHASE BANK,N.A. (Lessee) (Lessor) By: dA111a1a/ By: Title:lnrTi? dt-mN(MA /Krt<a't. ImmrlfxE Title:Authorized Officer APPROVED AS TO FORM BY: AEL E. GATES 1 CITY ATTORNEY CITY Of HUNTINGTON BEACH PRF.PAVMF.NT SCHEDULE ADDENDUM (Break Funding Premium) Dated as of: FF.BRUARV 2,2022 Ixase Schedule No.: 1000149333 Lessee: CITV OF HUNTINGTON BEACH Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease") identified in the Schedule, which arc by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee ("Lessee'). As used herein: "Lease' shall mean the Schedule and the Master Lease, but only to the extent that the%faster Lease relates to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, Lessor and Lessee agree as follows: I. Notwithstanding anything to the contrary in the Lease(including,without limitation, Section I of the :Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as on Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period"), Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due dale (a 'Prepayment Date") following the Notice Period the total of the following (the 'Prepayment Amount"): (a)all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date. 2. In addition to the prepayment amounts required by paragraph I above, a Breakfunding Charge shall he due and payable if(i) exceeds (ii) where (i) equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap including any forward rate swap, if any, which Lessor shall be deemed to have entered into on the earlier of(a)the date the Lease was originally funded or(b)the date a rate lock letter was signed, if any, and (ii)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment (the 'Replacement Swap"). 3. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee,Cie Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above. CITY OF HUNTINGTON BEACH JPMORGAN CHASE RANK,N.A. (Lessee) (Lessor) aGN BtRd By: _ r By: Title: G aysexrrrrta Title:Authorized Officer APPROVED AS TO FORM By: ^\ > MICHAEL E. GATES t C1TY ATTORNEY CITY OF HUNTINGTON BEACH CITY OF HUNTINGTON BEACH Mike Vigliotta Allk Chief Assistant City Attorney OFFICE Steven F. Pomeroy of the Community Prosecutor Nadin S.Said CITY ATTORNEY Sr. Deputy City Attorney Ryan E. Lumm P.U. Box 190 Sr. Deputy City Attorney Michael F. Gates 2000 Main Street Isra Shah City Attorney lluntington Beach,California 92648 Sr. Deputy City Attorney Tclephorc. (714)536-5555 Lauren L. Rose Facsinule (714)374-1590 Deputy City Attorney February 2, 2022 Lessee: CITY OF HUNTINGTON BEACH Lessor: JPMORGAN CHASE BANK, N.A. Re: Lease Schedule No. 1000148333 dated February 2, 2022 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 2, 2022 relating to the foregoing. Dear 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 I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: I. Lessee is a political subdivision of the State of (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 274116/22-10860 Re: Lease Schedule No. 1000148333 February 4, 2022 Page 2 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 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Michael J. Vighotta Chief Assistant City Attorney MV:mh PROCEEDS DISBURSEMENT AUTHORIZATION JPMORGAN CHASE BANK,N.A. I I I I Polaris Parkway,Suite N4(OH1-1085) Columbus,Ohio 43240 Date: February 2, 2022 Re: Disbursements Of Proceeds Under the MASTER LEASE PURCHASE AGREEMENT Referred To Below Reference is made to that certain Master Lease Purchase Agreement dated February 5, 2016 between CITY OF HUNTINGTON REACH,("Lessee")and JPMORGAN CHASE BANK,N.A.(the"Lessor") I hereby instruct you and authorize you to disburse$867,779.49 to the account number(s)as specified below: Payee#I Wire: Name of Bank: DEUTSCHE BANK TRUST COMPANY AMERICAS ABA No.: 021001033 Account Number: 01419647 Account Name: DEUTSCHE BANK TRUST COMPANY AMERICAS Amount: $867,779.49 Re: ESCROW DEPOSIT By signing below, Lessee authorizes Lessor to issue checks or direct fund transfers to the payees, in the amounts, and per the instructions (if applicable)set forth above. Lessee also acknowledges that it may be responsible for paying other fees directly to third parties, such as Lessor's counsel, and making other disbursements in connection with the lease transaction per the terms of the lease documents. Lessor may rely and act on the instructions set forth herein and shall not be responsible for the use or application of the funds,and Lessee shall indemnify,defetd and hold harmless Lessor from and against any and all losses, costs,expenses, fees,claims, damages, liabilities, and causes of action in any way relating to or arising from acting in accordance therewith. In the event of any conflict with any other instruction set forth herein,the ABA N and Account H shall control. IN WITNESS WHEREOF,the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year first above written. "' Ni T NB A H (Twee) By: Title: \ m AS TO FORM BYE MICZL E.GATES CITY ATTORNEY CrTY OF HUNTINGTON BEACH Page I of Ferm8038-6 Information Return for Tax-Exempt Governmental Bonds ►Under Internal Revenue Code section 149(e) (Rev.October 2021) ►see separate Instructions. OMB No.1545-0047 Department of the Treasury Caution:If the Issue price Is under$100,000,use Form 8038-GC. Internal Revenue SeMce ►Go to www.)rs.gov/F6OWG for instructions and the latest Information. JUM Reporting Authority Check box if Amended Return► ❑ 1 Issuer's name 2 Issuer's employer Identi0oadon number(EIM 3o Name of person(other than Issuer)with whom the IRS may communicate about this return(am Instructions) 36 Tolophono number of other person shown on 3a 4 Number and street(or P.O.box if mall Is not delivered to street address) RoaNsulte 5 Report number(For IRS Use Only) 3 I e City,town,or post office,state,and ZIP coda 7 Date of Issue 8 Name of Issue 9 CUSIP number 10a Name and tills of officer or other employee of the Issuer whom the IRS may call for more information 10b Talaphono number of offkar or other emplayeo shown on 10a T e of Issue Enter the issue price.) See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other.Describe► 18 19a If bonds are TANS or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑ III If bonds are BANS,check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or Installment sale,check box . ► ❑ Description of Bonds. Complete for the entire issue for which this form is balm filed. (a)Final maturity date (b)Issue Price (c)Staled redemption (d)Weighted (a)Yield price at maturity average maturity 21 $ $ 1 years I % Uses of Proceeds of Bond Issue(including underwriters' discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue(enter amount from line 21.column(b)) . . . . . . . 23 24 Proceeds used for bond issuance costs(including underwriters' discount) 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/" For Paperwork Reduction Act Notice,see separate Instructions. Cat.No.63773S Form 8038-G(Rev.to-2o21) Form e038-G fRov.10.2021) Pago 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC).See Instructions . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the Mal maturity date of the GIG►(MM/DD/YYYY) c Enter the name of the GIC provider► 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 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 bond►(MM/DD/YYYY) c Enter the EIN of the Issuer of the master pool bond► d Enter the name of the issuer of the master pool bond► 39 If the issuer has designated the issue under section 265(b)(3)(©)()(III)(small issuer exception),check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑ 41 a If the issuer has identified a hedge,check here► ❑ and enter the following information: b Name of hedge provider► c Type of hedge► d Term of hedge to 42 If the issuer has superintegreted 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 . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement . . . . . . . . . . . . . . ► b Enter the date the official intent was adopted► MM/DD/YYY Under ppeenaltles of pertury,I declare that I have examined this return and eocomparo schedules and statements,and to the best of my knout odgo Signature and bellaf,they are true,corroct,and complete.I further declare that I consent to the IWS's disclosuro of the Issue's realm Information.as necessary to process this roftim,to the Parson that I have authorized above. and Consent Sigrmlure of Issuer's nuagrizad roProaontpthro Data Typo or print name end We Paid PrImrrypo propmer's name Preparer's Signature Date Check El If PT1N So Preparer Use Only name ► Flnn's EW► Finn'e address► Phone no. Form 8038-G(Rev.10-2021) ESCROW AGREEMENT (Gross Fund-Eamings to Lessee) Dated as of: FEBRUARY 2,2022 This Escrow Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented("Agreement")is made and entered as of the date set forth above by and among the Escrow Agent identified below("Escrow Agent"),the Lessee identified below("Lessee")and JPMorgan Chase Bank,N.A.("Lessor"). As used herein, "Party" shall mean any of Lessee,Lessor or Escrow Agent,and "Parties"shall mean all of Lessee,Lessor and Escrow Agent.'Ihe 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 agree as follows: SFCTION 1. RECITALS. 1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain property generally described in the attached Schedule A-1 (the "Equipment") to Lessee, and Lessee has agreed to lease and purchase the Equipment from Lessor,in the manner and on the terms set forth 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 terms and conditions of any other agreement,instrument or document between Lessee and Lessor,in connection herewith, if any, including without limitation the Lease, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements,nor shall any such obligations of the Escrow Agent be inferred from the terms of such agreements,even though reference thereto may be made in this Agreement.In the event of any conflict between the terms and provisions of this Agreement, those of the Lease,any schedule or exhibit attached to the Agreement, or any other agreement among the Parties, the terms aid conditions of this Agreement shall control. Lease Schedule No. 1000148333 1.03 LESSOR'S DEPOSIT: $867,779.49. Lessor shall pay or cause to be paid to the Escrow Agent the amount of the Lesson's Deposit. The date that the Lesso'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 Lessors Deposit Date. To the 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 funds which will be credited to the Equipment Acquisition Fund and used to pay the balance of the purchase price of the Equipment or Lessee shall pay such balance directly to the suppliers. 1.04 FUNDING EXPIRATION DATE: FEBRUARY 2, 2024 ("Funding Expiration Date"). Lessee and Lessor agree that all Equipment should be delivered and installed, and all funds disbursed from die Equipment Acquisition Fund, no later than the above Funding Expiration Date. 1.05 Under the Lease,Lessee will cause each item of Equipment to be ordered from the applicable suppliers. Lessee shall furnish to Lessor as soon as available, a copy of the purchase orders or purchase contracts for all Equipment ordered pursuant to the Lease,showing the supplier,the purchase price and the estimated delivery dates. 1.06 Subject to such control by Lessee and Lessor as is provided herein, Lessor and Lessee agree to appoint the Escrow Agent and the Escrow Agent accepts such appointment to receive, hold, invest and disburse the moneys deposited with the Escrow Agent as described in this Agreement.The Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor under the Lease or of any supplier with respect to any Equipment by reason of anything contained in this Agreement. Escrow Agent Escrow Agreement(Docusign) Page I of 15 shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature,and no other duties shall be implied, Any funds in the Equipment Acquisition Fund not needed to pay the purchase price of Equipment will be paid to Lessor or Lessee,all as hereinafter provided. 1.07 This Agreement is not intended to alter or change in any way the 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 or supplemented,in whole or in part,only by a writing signed by all Parties. 1.08 Each of the Parties hereto has authority to enter into this Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto.Where,however,die conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law,to the end that this Agreement shall be enforced as written. SECTION 2. EQUIPMENT ACQUISITION FUND. 2.01 The Escrow Agent's sole responsibility prior to the Lessor's Deposit Date shall be to establish an escrow account designated as the Equipment Acquisition Fund(the"Equipment Acquisition Fund").Escrow Agent shall keep such funds deposited into the escrow account separate and apart from all other funds and money held by it, and shall administer such funds as provided in this Agreement. Escrow Agent's rights and responsibilities under this Agreement,other than establishment of the Equipment Acquisition Fund,shall begin on the Lessor's Deposit Date,which may be on or after the date of this Agreement. 2.02 The Lessors Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the Equipment Acquisition Fund on the Lessor's Deposit Date and shall be used to pay the balance of the purchase price of each item of Equipment subject to the Lease. 'rite Escrow Agent shall pay to the suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt of a written request executed by an Authorized Representative (as defined in Section 7) of the Lessor, delivered to the Escrow Agent in accordance with Section 9.02, and after the Escrow Agent has satisfied any applicable security procedures as required by Section 7. "rhe written request will specify the supplier/beneficiary, its address or wire instructions and the applicable portion of the Equipment Acquisition Fund to be paid (the"Receipt Certificate/Payment Request"). As between Lessee and Lessor only, Lessee agrees that it will submit to Lessor for Lessor's signature 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 item of Equipment is a titled vehicle,a copy of the Manufacturers Statement of Origin (MSO) covering such item showing Lessor as first and sole Iienholder, 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 die Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then die Escrow Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund.After its receipt of a notice of an event of default under the Lease, the Escrow Agent shall comply with all written instructions from an Authorized Representative of Lessor without further consent from Lessee or any other person. After its receipt of a notice of an event of default under the Lease,the Escrow Agent shall not accept or act upon any instruction from Lessee nor shall it permit any distribution or release of any part of the Equipment Acquisition Fund without written authorization from an Authorized Representative of the Lessor. 2.04 Upon the Escrow Agent's receipt of a Full Funding Notice (as defined below), the Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund: 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 Lessm for benefit of Lessee either:(a)toward the principal and interest portion of die Rent Payment next coming due under the Lease;or(b)to reimburse the Lessee for the interest portion of their Rental Payments previously made within the past 18 months;or(c)toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. "Full Funding Notice" means written notification by an Authorized Representative of the Lessor to the Escrow Agent of the Lessor's receipt of die Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered to and accepted by Lessee under die Lease and that the full amount of the Lessor's Deposit has been paid to the applicable suppliers. 2.05 Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the remaining balance in the Equipment Acquisition Fund: Page 2 of IS 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 for 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 of principal. Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the interest earnings on the Equipment Acquisition Fund as set forth in Section 2.04 above. 2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition Fund to make the payments herein required. 2.07 This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it hereunder,subject to the provisions of Section 4. SECTION 3. MONEY IN EQUIPMENT ACQUISITIONS FUND; INVESTMENT. 3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in escrow for the benefit of Lessee and Lessor,and such money,together with any income or interest earned thereon,shall be expended only as provided in this Agreement,and shall not be subject to any security interest or lien,by or for die benefit of any creditor of either Lessee or Lessor; provided, that the money and investments held by the Escrow Agent under this Agreement shall be subject to the security interests provided in Sections 3.07 and 4.03 hereof and further shall be subject to Section 12.04. 3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written direction executed by an Authorized Representative of Lessee in Qualified Investments(as defined below). Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving consideration for the time at which finds are required to be available. No investment instruction shall be given that would cause the Agreement to be deemed an"arbitrage bond"within the meaning of Section 148(a)of the Internal Revenue Code of 1986,as amended. 3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management,disposition or investment of the Equipment Acquisition Fund. Lessee acknowledges and agrees that all investments made pursuant to this section shall be for the account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee. Escrow Agent shall from time to time invest and reinvest the funds held in the Equipment Acquisition Fund account, as and when instructed by an Authorized Representative of Lessee, in writing, in any one or more of the following(hereinafter, "Qualified Investments"): (a)obligations of the United States of America or any agency created thereby;(b)general obligations of any State of the United States of America;(c)general obligations of any 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 Federal Deposit Insurance Corporation(FDIC)with a net worth in excess of$100,000,000.00 ("Acceptable Dank");(e)obligations of State or Municipal Public Housing Authorities chartered by the United States of America and guaranteed by the United States of America;(0 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(0 above,including repurchase agreements secured by such obligations and which money market funds are rated in either of the two highest categories of any Rating Agency at die time of purchase,including,without limitation,the Deutsche Bank Trust Company Americas Funds,or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered,(2) the Escrow Agent charges and collects fees for services rendered pursuant to this Agreement,which fees are,separate from the fees received from such funds and (3)services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates;and(h)any other obligations approved in writing by Lessor.Unless otherwise directed in writing by an Authorized Representative of the Lessee,the Escrow Agent shall invest the Equipment Acquisition Fund,including all income earnings,as selected by the Lessee on schedule I hereto("Schedule I")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 AgenPs Trust Platform or in an interest bearing account that the Escrow Agent has agreed to and upon written direction to the Escrow Agent. 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 Page 3 of 15 Lessee, and shall provide Escrow Agent with direction to invest funds in accordance with Section 3.03. It is the sole responsibility of the Lessee to ascertain that all investments comply with all applicable federal,state,and local laws,statues,and policies. 3.05 The Escrow Agent shall,without further direction,sell such investments as and when required to make any payment from the Equipment Acquisition Fund.Any income received on such investments shall be credited to the Equipment Acquisition Fund. 3.06 The Escrow Agent shall furnish a monthly statement listing all investments to Lessor and to Lessee. 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 this Section. Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value)of any Qualified Investment furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Parties. The Escrow Agent has no responsibility whatsoever to determine the market or other value of any Qualified Investment and makes no representation or warranty,express or implied,as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of a Qualified Investment. 3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the payment and performance of all of Lessee's obligations under the Lease, this Agreement and any agreement, contract or instrument related to the Lease or this Agreement.Lessee 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 that it holds the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee as bailee for Lessor; provided,that Escrow Agent's security interest in such money and investments as created under Section 4.03 hereof shall be superior to Lessor's security interest therein.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 accordance with the terns of this Agreement. SECTION 4. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION. 4.01 The Escrow Agent may:act in reliance upon any writing,notice,certificate,instruction,instrument or signature which it, in good faith, believes to be genuine and to have been signed by an Authorized Representative of the applicable Party or Parties; assume the validity and accuracy of any statement or assertion contained in such a writing,notice,certificate, instruction or instrument; and assume that any person purporting to give any such writing, notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so.Except as expressly provided otherwise in this Agreement,the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the manner of execution of, or the validity, accuracy or authenticity of any writing,notice,certificate,instruction or instrument deposited with it,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, is duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund) shall he limited to those specifically provided herein. 4.02 Lessee and Lessorjointly and severally shall indemnify,defend and save harmless the Escrow Agent from any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this Agreement,except to the extent and that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence or willful misconduct of the Escrow Agent,or(ii) is 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 terns 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 of any kind whatsoever(including but not limited to lost profits),even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for any other expenses, toss, 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(interpleader or otherwise)or other dispute arising between Lessee and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder, with the right of the Escrow Agent,regardless of the instructions aforesaid,to hold the said property until and unless said expenses,costs,fees and charges shall be fully paid. 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 Page 4 of 15 of any action contemplated by the Escrow Agent hereunder,then the Escrow Agent may,but shall not be required to,file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all costs, including reasonable attorneys' fees, in connection with such action. Unless the Escrow Agent has received a notice of an event of default under the Lease in accordance with Section 2.03 above, if Escrow Agent receives conflicting instructions from the Parties,the Escrow Agent shall be entitled and fully protected in(a) suspending all or any pail of its activities under this Agreement until it shall be given a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict or by a final court order or(b) file an action in interpleader. Lessor and Lessee agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. 4.05 Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. 4.06 'rhe Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment,or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. SECTION 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 public funds,may be substituted to act as Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto. Upon any such substitution,the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement. 5.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty(30)calendar days'prior written notice of such resignation to the Lessee and Lessor.The Lessee and Lessor may remove tie Escrow Agent at any time 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(30)days after such notice,the F_cerow Agent may, in its sole discretion, deliver the Equipment Acquisition Fund to the Lessor at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief.The costs and expenses(including 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 the successor escrow agent,the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property,or[told any interest earned in respect of the Escrow Property(or any portion thereof), pending distribution,until all such fees,costs and expenses or other obligations are paid.Upon its resignation and delivery of the Escrow Property as set forth in this Section, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement. 5.03 The Escrow Agent may appoint an agent to exercise any of the powers,rights or remedies granted to the Escrow Agent under this Agreement,to hold title to property or to take any other action which may be desirable or necessary hereunder. 5.04 Any corporation,association or other entity into which the Escrow Agent may be converted or merged,or with which it may be consolidated,or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business to any corporation,association or other entity resulting from any such conversion,sale, merger consolidation or other transfer to which it is a party,ioso facto,shall be and become successor escrow agent hereunder,vested with all other matters as was its predecessor,without die execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary. SECTION 6.ADMINISTRATIVE PROVISIONS. 6.01 Tlie 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. 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 manner permitted by applicable law and consents to the jurisdiction of the courts located in the State where the Lessee is located. To the extent that in any jurisdiction either Party may now or hereafter be entitled to Page 5 of 15 claim for itself or its assets,immunity from suit,execution,attachment(before or after judgment)or other legal process,such Party shall not claim,and hereby irrevocably waives,such immunity. 6.03 The Parties represent,warrant and covenant that each document,notice,instruction or request provided by such Party to Escrow Agent shall comply with applicable laws and regulations. Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition,and shall not invalidate the remainder of this Agreement. 6.04 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Any entity into which the Escrow Agent may be merged or converted 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 term "Lessor" as used herein means any person or entity to whom Lessor has assigned its right to receive Rent Payments udder the Lease and any other payments due to Lessor hereunder from and after the date when a written notice of such assignment is filed with the Escrow Agent. Neither this Agreement nor any right or interest hereunder may be assigned by any Party without the prior consent of Escrow Agent and the other Party; unless the assignment is to JPMorgan Chase& Co., then consent will not be required. 6.05 This Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same Agreement. Except as expressly provided in Section 4 above,nothing in this Agreement,whether express or implied,shall he 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(he Equipment Acquisition Fund or this Agreement. 6.06 All signatures of the Parties to this Agreement may be transmitted by a Portable Document Format("PDF"),and PDF will, for all purposes,be deemed to be the original signature of such Party whose signature it reproduces,and will be binding upon such Party. SECTION 7.SECURITY PROCEDURES. In the event funds transfer instructions are given (whether in writing or by PDF), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 2 (each an "Authorized Representative"), and delivered to the Escrow Agent in accordance with Section 9.02, the undersigned is authorized to certify that the signatories on Schedule 2 are specimen signatures of each of their respective Authorized Representatives. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar 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 die transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated.The Lessor and Lessee acknowledge that these security procedures are commercially reasonable. SECTION 8. ESCROW AGENT FEES. S 1,500("Administration Fee").As compensation for Escrow Agent's services hereunder,Lessee agrees to pay Escrow Agent the above Administration Fee. If the Administration Fee is payable by Lessee, then Lessee authorizes Escrow Agent either to deduct said Administration Fee from the interest and earnings otherwise payable to Lessee under this Agreement or to bill and collect said Administration Fee at any time.In addition,Lessee agrees to reimburse Escrow Agent for its reasonable out-of-pocket costs and expenses and any extraordinary fees and expenses for performing its obligations hereunder(including, but not limited to, attorney's fees and expenses)and to pay all other amounts expressly due and payable to Escrow Agent hereunder.The Escrow Agent may impose,charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent,including but not limited to,transactions,maintenance,balance-deficiency,and service fees,agency or trade execution fees,and other charges, including those levied by any governmental authority. SECTION 9.NOTICES. 9.01 Notwithstanding anything to the contrary as set forth Section 9.02,any notices and demands 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 made (a) upon receipt if delivered by hand, (b) on the Delivery Day after the day of deposit with a nationally recognized courier service,(c)on the third Delivery Day after the day of deposit in the United States mail,sent certified,postage prepaid with return receipt requested, (d)only if to Lessee,on the third Delivery Day after the notice is deposited in the United States mail, postage prepaid, and (e)upon receipt if delivered by confirmed facsimile. "Delivery Day" means a day other than a Saturday,a Sunday,or any other day on which national banking associations are authorized to be closed. Any Parry 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. Page 6 of 15 9.02 Any instructions setting forth, claiming, containing,objecting to,or in any way related to the transfer or distribution of funds,including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 2 of this Agreement, shall be given to the Escrow Agent in writing, be executed by an Authorized Representative and sent as a PDF attached to an email only. No instruction for or related to the transfer or distribution of the Equipment Acquisition Fund shall he deemed delivered and effective unless Escrow Agent actually shall have received it on a Delivery Day as a PDF attached to an email only at the email address set forth in this Section 9.02 and as evidenced by a confirmed transmittal to the Party's or Parties email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Equipment Acquisition Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of the Escrow Agent. Me Lessor and Izssee acknowledge that there are certain security,corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. Notices shall be addressed as follows: (1) If to the Lessor: CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 Attn: SUNNY RIEF Telephone:(714)536-5907 Email: sunny.ricf(asurfcity-hb.ora (ii) If to the Lessor: JPMORGAN CHASE BANK,N.A. I I I I POLARIS PARKWAY,SUITE I P MAIL CODE OH 1-1095 COLUMBUS,OHIO 43240 Attention: GHHN Operations Manager Entail: cefi.escrow disbursement.reouestfaljpmchase.com (iii) Ifl—ths Escrow Agent: DEUTSCHE BANK TRUST COMPANY AMERICAS TRUST AND AGENCY SERVICES I COLUMBUS CIRCLE, 171u FLOOR MAIL STOP: NYC01-1710 NEW YORK,NY 10019 Attn: DBNY MP Escrow N Telephone: 212-250-6647 Entail:dbnv-moescrowQlist.db.com SECTION 10. FORCE MAJEURE. Notwithstanding any other provision of this Agreement,no Party to this Agreement is liable to any other Party for losses due to,or if it is unable to perform its obligations under the terms of this Agreement because of acts of God, war, terrorism, fire, floods, strikes, electrical outages, equipment or transmission failures,or other causes reasonably beyond its control. SECTION IL JURY WAIVER ALL PARTIES TO THIS AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT. SECTION 12. MISCELLANEOUS. 12.01 Patriot Act Section 326 Customer Identification Program. In order to comply with the laws,rules,regulations and executive orders in effect from time to time applicable to banking institutions,including,without limitation,those relating to the funding of terrorist activities and money laundering, including Section 326 of the CSA PATR1o7 Act of the United States("Applicable Law"), the Escrow Agent are required to obtain,verify,record and update certain information relating to individuals and entities which maintain a business relationship with the Escrow Agent.Accordingly,each of the parties agree to provide to the Escrow Agent,upon their request Page 7 of 15 from time to time such identifying information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable Law. 12.02 Taxpayer Identification Numbers("TINs").The other Parties have provided the Escrow Agent with their respective fully executed Internal Revenue Service ('IRS") Form W-8, or W-9 and/or other required documentation. The other Parties each represent that its cored TIN assigned by the IRS,or any other taxing authority, is set forth in the delivered forms. 12.03 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 1042S(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 sale discretion,to obey and comply with all such orders so entered or issued,which it is advised by legal counsel of its own choosing is binding upon it,whether with or without jurisdiction,and in the event that the Escrow Agent obeys or complies with any such order it shall not be liable to any of the Parties hereto or to any other person by reason of such compliance notwithstanding such order be subsequently reversed, modified,annulled,set aside or vacated. Section 13. Use of Electronic Records and Signatures by Escrow Agent (a) Notwithstanding any other provision of this Agreement, in such format and delivered in such manner as Lessor may specify, this Agreement, and any notice, consent, amendment, communication, or other document or information provided for herein or related to the Escrow Agreement (collectively, "Documents"), including without limitation any Document required to be written or in writing,may be in the form of an electronic record ("Electronic Record"). Electronic Records and"Electronic Signatures"(as that term is defined under the New York Electronic Signatures and Records Act, N.Y. Laws STT- State Technology Article 3, and, to the extent applicable,the federal ESIGN Act, IS U.S.C. § 7001 et seq.) may be used by Escrow Agent in place of written documents and handwritten signatures. Any Document may be executed in as many counterparts as necessary or convenient, including both counterparts that are executed on paper and counterparts that are Electronic Records and executed by Escrow Agent using Electronic Signatures.Each executed counterpart shall be deemed an original,and all such counterparts shall constitute one and the same Document. (b) Notwithstanding any other provision of the Escrow Agreement, Electronic Records may be sent electronically by Lessor to Escrow Agent by sending the Electronic Record to Escrow Agent's Authorized Email Address as an attachment to an email. In the absence of actual notice of non-delivery received by the sender, and except as otherwise expressly required by applicable law, an Electronic Record sent electronically pursuant to the Escrow Agreement shall be deemed given when the Electronic Record is sent and shall constitute notice of the Electronic Record.As used in this subparagraph,"Authorized Email Address"means any email address Escrow Agent provides to Lessor as Escrow Agent' email address or the email address of Escrow Agent's authorized representative, including as provided in any authorization or certification provided by Escrow Agent to Lessor. (c) Lessor and Lessee will accept Electronic Signatures front Escrow Agent generated only through the electronic signature platform of DocuSign, Inc. ("DocuSign").Any Document consisting of an Electronic Record bearing Electronic Signatures executed through DocuSign(an"Electronically Signed Document")must, when viewed in a PDF viewer,produce a signature panel evidencing the document has not been modified since the signature was applied("Signature Panel")and must include a certificate of completion providing details about each signer on the document, which may include the signer's IP address, email address, signature image and timestamp ("Certificate of Completion"). In choosing not to use(or, in the case of encryption, not having the capability to use)any one or more security features of DocuSign,Escrow Agent accepts the risks associated with not using such security measures. Escrow Agent shall be liable for any loss or costs suffered by Lessor or Lessee as a result of not using such security measures.Any Electronically Signed Document that(i)contains the Certificate of Completion and (ii)shows that the email address of the signer contained in the Certificate of Completion is an Authorized Email Address previously provided to Lessor by Escrow Agent(or Lessor has otherwise received Page 8 of 15 a verification email from such Authorized Email Address) for an Authorized Signer(defined below), is prima- facie evidence of it having been executed by the person whose electronic signature appears thereon, regardless of the appearance or form of such electronic signature. Escrow Agent agrees that an Electronically Signed Document shall be deemed to have the same effect as an original Document manually signed by an Authorized Signer. (d) Lessor and Lessee will accept delivery from Escrow Agent of Electronically Signed Documents (i) which conform to the parties' negotiated and agreed terms and the requirements herein, and (ii) which were created and sent by Escrow Agent acting on Lessor's behalf as its designated custodian solely for purposes of Section 9-105 of the Uniform Commercial Code ("Designated Custodian") until receipt of delivery by Lessor of the Document. Lessor, Lessee and Escrow Agent agree that the copy of an Electronically Signed Document received by Lessor from Escrow Agent is the authoritative electronic copy of such Electronic Record(each an "Authoritative Copy"). Notwithstanding anything to the contrary herein, Lessor shall have the right to reject for any reason any Electronically Signed Document received from Escrow Agent, including by way of example and not limitation,any failure of such Document to conform as provided herein,and may require Escrow Agent to execute and deliver such Document on paper. Upon receipt and acceptance of the executed Authoritative Copy by Lessor,Escrow Agent shall decommission, permanently mark as a copy that it is not the Authoritative Copy, or otherwise render inactive or inaccessible all copies of the Documents held by Escrow Agent as Designated Custodian and certify the same as part of the transmittal to Lessor. (e) At the Lessor's option, an Authoritative Copy of the Document may be converted to paper and marked as the original by the Lessor (each a "Paper Original"). In the event the Authoritative Copy is converted to a Paper Original,time patties hereto acknowledge and agree that: a. the electronic signing of the Document also constitutes issuance and delivery of the Paper Original, b. the Electronic Signature(s) associated with the Document, when affixed to the Paper Original, constitutes legally valid and binding signatures on the Paper Original,and c. the Escrow Agent's obligations will be evidenced by the Paper Original after such conversion. (f) Escrow Agent will separately provide Lessor with documentation(i) showing or certifying the authority of its authorized signets("Authorized Signers")to sign documents on behalf of Escrow Agent and(ii)containing the correct name, Authorized Email Address, and telephone numbers for each Authorized Signer ("Authority Documents").Escrow Agent represents and warrants that the information contained in the Authority Documents is accurate and complete,and that the Escrow Agent will promptly notify Lessor if there are any changes to the Authority Documents, including if an Authorized Signer's authority is modified or revoked. Lessor is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. The Lessor has no obligation to verify whether the Electronic Signature for any Authorized Signer in an Electronically Signed Document matches the specimen signature held by the Lessor, the name, or other information or characteristic of the Authorized Signer, or otherwise verify in any way that the Electronically Signed Document was actually executed by that Authorized Signer. (g) Escrow Agent represents and warrants on a continuous basis that(i) Electronically Signed Documents shall be deemed to have the same effect as an original document manually signed by an Authorized Signer;and(ii)each Electronically Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law and, to the extent relevant, the Escrow Agent's organizational documents; (iii) each Electronically Signed Document constitutes a valid, legal, enforceable and binding obligation of the Escrow Agent; and (iv) each Electronically Signed Document consisting the Document was created and delivered by Escrow Agent to Lessor in Escrow Agent's capacity as Designated Custodian. The Escrow Agent acknowledges that the Lessor and Lessee has relied on the foregoing representations and warranties when accepting Electronically Signed Documents. The Escrow Agent confirms that each Electronically Signed Document constitutes an Electronic Record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form. The Escrow Agent represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthorized access to email messages delivered to any Authorized Signer at the Authorized Signer's business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer's access to the business email account requires at least the Page 9 of IS use of a unique username and password; and(iii) the Authorized Signer is required to maintain the security of the log-in password and other security used to access the business email account and not to reveal them to any other person. (h) Lessor assumes no responsibility or liability arising from the transmission, treatment or storage of any data by any e-signature platform, including, without limitation, any personal data. In consideration of the Lessor and Lessee accepting Electronically Signed Documents, the Escrow Agent indemnifies and holds the Lessor and Lessee, and their agents, employees, officers and directors, harmless from and against any and all claims, damages, demands,judgments, liabilities, losses,costs and expenses (including attorneys' fees) arising out of or resulting from the Lessor's or Lessee's reliance on this Agreement or on an Electronically Signed Document executed on behalf of the Escrow Agent. (The next page is the signature page) Page 10 of l5 ESCROW AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF,the parties have executed this Agreement. CITV OF IfU GTO BEACH JPMORGAN CIIASF. BANK.N.A. (Lessee) (Lessor) By: —By: — Name: SE.+gN ®Name: _ Title: IN Tag ImCIT-4f&4 -AAUiE%L _Title: Authorized Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as escrow agent (Escrow Agent) APPROVED AS TO FORM By: By; � =� ,MICHAEL E.-GATES Tide: CITY ATTORNEY CITY OF HUNTINGTON BEACH DEUTSCHE BANK TRUST COMPANY AMERICAS,as escrow agent (Escrow Agent) By: Title. Attachments: Schedule I (Investment Aulhorization) Schedule 2(NameAelephone k of call-back persons)designated by Section 7 above) Page I I of 15 Schedule l Investment Authorization Lessee: CITY OF HUNI'INGTON BEACH Lease No.: 1000149333 Investment: SELECT QUALIFIED INVESTMENT BELOW [ ) During the term of this Agreement,the Equipment Acquisition Fund shall remain in a Non-Interest Bearing Account. [x) A money market mutual fund, including without limitation a JPMorgan Money Market Mutual Fund (collectively,';MMMF"),as selected by Lessee below. Check One(if the money market mutual fund option is selected above): _JPMorgan 100%U.S.Treasury Securities Money Market Fund(675) _JPMorgan U.S. Government Money Market Fund Morgan Shares(3916) _JPMorgan U.S.Treasury Plus Money Market Fund Morgan Shares(3919) _JPMorgan Federal Money Market Fund Morgan Shares(353) x IPMorgan 100%U.S.Treasury Money Market Fund Morgan Shares(677) _JPMorgan Tax Free Money Market Fund Morgan Shares(2) _Federated U.S.Treasury Cash Reserves Money Market Fund Institutional Service Shares(632) _Federated Government Obligations Tax-Managed Money Market Fund Institutional Service Shares(637) _Federated Treasury Obligations Money Market Fund Institutional Service Shares(398) Federated Government Obligations Money Market Fund Institutional Service Shares(395) Notes related to MMMFs: I) An investment in any of the above investment options is subject to the availability of such money market 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 investment instrument above has a rating not lower than the highest rating category from both Standard &Poor's and Moody's. 3) Lessee acknowledges that an affiliate of Escrow Agent,Deutsche Bank Trust Company Americas,serves as investment manager for the selected MMMF and receives fees from the invested funds for services rendered separate from the fees for services rendered by Escrow Agent as further provided within this Agreement.MMMFs have rates of compensation that may vary from time to time based-upon market conditions.The Escrow Agent 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 not 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 or advice relating to either the investment of moneys held in the Equipment Acquisition Fund account or the purchase,sale, retention or other disposition of any Qualified Investment. 5) Market values,exchange rates and other valuation information(including without limitation, market value,current value or notional value)of any MMMF furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Lessee and Lessor. Escrow Agent has no responsibility whatsoever to determine the market or other value of any N24W 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 may be received on the sale of an MMMF or such Qualified Investments. 6) SHAREHOLDER SERVICES FEES:Lessee acknowledges that the Fund is authorized to make payments from its management fee or any other source available to parties such as banks or broker-dealers("Service Organizations")that Page 12 of IS provide shareholder support services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of.50%annually of the average net assets of each Fund with respect to which they provide or have provided shareholder support services. Lessee further acknowledges that Deutsche Bank Trust Company Americas is a Service Organization and is paid,and hereby consents to such payment,by the Fund up to the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholder support services rendered to the Fund by Deutsche Bank Trust Company Americas,which services may include,without limitation,answering client's inquiries regarding the Fund,assistance to clients in changing dividend options,account designations and addresses,processing purchase and redemption transactions,providing periodic statements showing a client's account balance and 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 acknowledges that the Fund may purchase securities from or through Deutsche Bank Trust Company Americas or its affiliates,may engage in repurchase transactions with Deutsche Bank Trust Company Americas or its affiliates,may place funds on deposit in accounts with Deutsche Bank Trust Company Americas or its affiliates and receive interest income thereon and may obtain other services from Deutsche Bank Trust Company Americas for which Deutsche Bank Trust Company Americas is paid a fee. This investment authorization and direction will remain in effect until and unless expressly revoked or superseded in writing and shall specify the type and identity of the investments to be purchased and/or sold. Page 13 of 15 SCHEDULE 'telephone Number(s)and Signature(s)for Person(s)Designated to Give Funds Transfer Instructions If from Lessee: Nance Telephone Number Signature I, Dahle Bulosan 714-536-5648 2. Sunny Rief 714-536-5907 3. Email(s)and Signatures)for Person(s)Designated to Receive Escrow Statentents/Notices Name Email Signature I. 2. If from Lessor: Name TeleohoneNumber Signature 1. Stacey R.Roth 614-213-1537 (Standing Signature on File) 2. Karen L Williams 312-385-7005 (Standing Signature on File) 3. Anastasia L.McClellan 614-213-4876 (Standing Signature on File) 4. Terri E.Sayers 614-213-4521 (Standing Signature on File) 5. Cherie L.Oliveto 614-2I3-3246 (Standing Signature on File) 6. Mary T.Short 614-213-4881 (Standing Signature on File) 7. Kris Hewitt 614-213-8581 (Standing Signature on File) 8. Kelsey A.Bruck 614-213-9516 (Standing Signature on File) 9. Meron Gola 614-217-4670 (Standing Signature on File) 10. Teri L. Fancelli 614-213-2270 (Standing Signaturc on File) 11. Nathaniel J. Rube, 614-213-3859 (Standing Signature on File) 12. Debbie J.Mullennix 614-213-5797 (Standing Signature on File) 13. Lourdes Roman 312-732-6444 (Standing Signature on File) 14. Kerry Stygler 614-213-4400 (Standing Signature on File) All instructions,including but not limited to funds transfer instructions,whether transmitted by facsimile or set forth in a PDF attached to an email,must include the signature of the Authorized Representative authorizing said funds transfer on behalf of the Party. Page 14 of 15 `"'7r'7.^^7""SLT_"f•^.'7�^"��•�'�'"�TTC7—lr.Tms=F r'�r•�l�aCT���'.�5.�.��l.a��^.^_.SL7cZ-1�Ti'.-"T—�!�T_� �.—ter)---�—�'r�� �:����-���rt^�!.•. . �,..c SCHEDULE A-1 (Equipment List) Expected Equipment Purchase Price: S867,779.49 Net Amount Financed: $867,779.49 Equipment Location: 2000 MAIN ST,HUNTTNGTON REACH,CA 92649 Equipment Description: VEHICLES TOGIT!"HER. WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, IMPROVEMENTS, REPLACFAIENTS AND SUBSTITUTIONS TIIERETO. ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE Dated as of: FFBRUARV 02,2022 Lease Schedule No.: 1000148333 Lessee: CITV OF HUNTINGTON BEACH Escrow Agent: DEUTSCHE BANK TRUST COMPANY AMERICAS Escrow Agreement dated as of: FEBRUARV 02,2022 Amount To Be Deposited Into Escrow: $867,779.49("Lessor's Deposit") Reference is made to the above Lease Schedule ("Schedule") to Elie Master Lease-Purchase Agreement identified in the Schedule("Master Lease")by and between JPMORGAN CHASE BANK,N.A. ("Lessor") and the above lessee("Lessee"). As used herein, "Lease" shall mean the Schedule and die 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. Unless otherwise defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein. NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease, Lessor and Lessee hereby agree to amend the Lease as follows: I. Lessee and Lessor together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow Agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase Price of the Equipment will be paid. 2. Lessor shall deposit such amount into escrow as is required by die Escrow Agreement, which amount shall be credited to the Equipment Acquisition Fund. Lessee shall pay the balance of the Purchase Price of the Equipment, either by deposit in escrow to the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment. 3.The lease Term of the Lease shall commence on the earlier of the date specified in the Payment Schedule to the Schedule or the date of Lessor's deposit of funds into the Equipment Acquisition Fund. Notwithstanding the statements regarding delivery and acceptance of the Equipment in the Schedule,the parties 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 that: (a) Lessee has full power, authority and legal right to execute and deliver the Escrow Agreement and to perform its obligations under the Escrow Agreement, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) Elie 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 laws)and all applicable judgments and court orders. 6. The opinion of L.essee's legal counsel will include statements to tie same effect as the representations of Lessee in paragraph 5 above. 7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to be false,misleading or erroneous in any material respect. 8. ARBITRAGE CERTIFICATE,. The authorized representative of Lessee who executes this Addendum hereby certifies that 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"); dint Lessee is a political subdivision of the State identified in the Lease; and that in his/her official capacity as such officer he/she is responsible for executing and delivering, on Page I of 4 behalf of the Lessee, the Lease and this Addendum. This paragraph of this Addendum (hereinafter, this paragraph shall be identified as die "Arbitrage Certificate")is being issued by Lessee as a "no arbitrage certificate"pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations, Sections 1.148-0 through 1.148.11 (the "Regulations"). Lessee represents and warrants to Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage Certificate or are reasonably expect to occur hereafter. (a)The Lease phnvides for the lease of the Equipment described in the Lease by Lessor to Lessee. Under the Lease, Lessee is required to make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the amounts stated in the Payment Schedule to the Lease. (b)Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of the availability of monies needed to pay die cost of the Equipment when due, Lessee, Lessor and die 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 be acquired and installed with due diligence. Based upon the provisions of the contracts or purchase orders,the Equipment will be acquired and installed no later than eighteen(18)months from the date of the Escrow Agreement("Funding Expiration Date"). (d) The Escrow Agreement provides that Lessor 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 shall be disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed 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 die principal due under the Lease,as provided in the Escrow Agreement. (e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses on or before the Funding Expiration Date. (f)The original proceeds of the Lease,and interest to be earned thereon, do not exceed the amount necessary for die purpose for which the Lease is issued. (g) The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or disposed of by Lessee. (h)No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments. (i) Lessee represents, warrants acid covenants to one of die following statements of this clause (i) as is initialed by Lessee below[and if Lessee fails to initial its selection,then subclause(A)shall be deemed to have been selected by Lessee]: (A) 100%of the proceeds of the Lease shall be paid for the acquisition of the Equipment within 18 months of the date of the Escrow Agreement in accordance with the following schedule: No less than 15%within 6 months of the date of the Escrow Agreement; No less than 60%within 12 months of the date of the Escrow Agreement;and No less than 100%within 18 months of the date of the Escrow Agreement. (B) 100%of the proceeds of the Lease shall be paid for the acquisition of tine Equipment within 6 months of the date of the Escrow Agreement. (C) Lessee qualifies for the "small issuer" exemption in section 148(0(4)(D) of the Code because all of die following are true: (1) Lessee is a governmental unit with general taxing powers, and (2) the Lease is not a "private activity bond"as defined in Section 141 of the Code,and (3)95%or more of the proceeds of the Lease shall be used for the governmental activities of Lessee, and (4) the aggregate face amount of ail tax exempt bonds and other tax exempt obligations (other than "private activity bonds") issued by Lessee(and any subordinate entities of Lessee as contemplated by Section 148(f)of the Code)during the calendar year in which the Lease is issued is not reasonably expected to exceed$5,000,000.00. (j)Lessee hereby covenants that Lessee shall comply with all of die requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America(including, without limitation Section 148(f)of the Code) and will rebate to the United States of America all arbitrage profit required thereby. Page 2 of 4 (k)To the best of the knowledge and belief of the undersigned,the expectations of Lessee,as set forth above, are reasonable; and there are no present facts,estimates and circumstances which would change the foregoing expectations. (I) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. 9. If there is a partial prepayment of principal pursuant to the terms of either clause(c)of Section 2.04 second of the Escrow Agreement or clause (c) of Section 2.05 second of the Escrow Agreement, then in addition to the payment of the Partial Principal Amount,a Break Funding Charge(as defined below)shall be due and payable if(i)exceeds(ii)where(i)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap including any forward rate swap, if any,which Lessor shall be deemed to have catered into on the earlier of(a) the date the Lease was originally funded or(b)the date a tale lock letter was signed, if any, and(ii)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment(the "Replacement Swap"). The 'Break Funding Charge" equals the present value of the difference between (i) and (ii) for each interest period discounted to a net present value as of the date of prepayment using the fixed interest rate of the Replacement Swap. Lessee acknowledges that(i)Lessor might not fund or hedge its fixed-rate loan portfolio or any prepayment thereof on a loan-by-loan basis at all times, and agrees that the Break Funding Charge is a reasonable and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the Lease and (ii)all calculations and determinations by the Lessor of the Break Funding Charge or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts,shall be conclusive absent manifest arithmetic error. 10. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains unchanged and in full force and effect. (The next page is the signature page) Page 3 of 4 ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE SIGNATURE PAGE IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first referenced above. CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A. (I.esxe) (Lessor) By: fly: Title: INTetQ\Ml,1PY (AANAGER, ® I'itle:Authorized Officer NVRCVw/a10!'ORM MICHAEL E:- CITY ATTORNE" C1TY OF HuNnNGTOh )r Ai ~ Page 4 of 4 Requesting Escrow Disbursement To request an escrow disbursement the following documents should be e, aged to rMi escrow disbursement reauesiftlomchase corn Excel Spreadsheet(raauired when more than 5 Invoices are submitted for payment) Include Excel spreadsheet Ilsflog the followin Information Vendor Nwx Invoioe a Eauto PM VINnScrul a Invoce Anews Involceisl ✓ Should have a dear description of the egWpnent Including Serial Meters ✓ Should reflect the total amount of the equip eird,a"whh arty prOg s paymaA due ✓ The Purchaser shown on the invoice ✓ WJre Transfer Instructions of the vendor VehlOo Attach mantis) If the payment is for an Attachment to a Vehicle,the Invoice clearly reflects the VIN a of the vehicle for the attachment. If reimbursement for previously paid imoice5 is being requested, also provide Proof of Payment. ✓ Copy of the Wire Confirmation ✓ Copy of cancelled check from and back ✓ Bank Wring g instructions for the account where the funds are to be deposited If the escrow disbursement Is for titled vehicles'. ✓ Copy of the TitleJMSO front and back or Copy of the Tale Application showng Purchaser= Legal Enby,name of Gent as shown on the Lease Financing Documents o Lienhdder=JPMorgan Chase Bank,N A,P>O>Box 6026.Chicago, It.fi0680(1 A does not require JPMorgan Chase Bank,N A to be listed as lien holder on tale applications) Completing the Payee Information on the Authorization Form ✓ The payee name should reflect who we are disbursing funds 10 ✓ Multiple moices car be grouped Together for a unique vendor(please include a spreadsheet of each of the invoices to be paid and note"see attached'on thenvoice detail line). Disbursement requests must be stoned by an authorized slaner as Mown on the Certificate of Incumbency. Resolution or Schedule 2 of the escrow agreement. ✓ Certain Wire transfers wil require a callback performed orl a recorded lime to very,wiring instructions to us on ge payment Toques!form.In order to expedite this process.please provde Loan Contact information on Page 3 of the payment request form. Insurance certificate Is reaulred for all delivered eauipment which certificate Includes and is not limited to: 1. PHYSICAL DAMAGE a. Replacement cost coverage for the equipment (physical damage coverage for vehicles) identified on the attached Schedule A-1 and The equipment cost referenced on same. b. 'JPMorgan Chase Bank,N.A.,its parent and affiliates,successors or assigns"shall be named as Lender s Loss Payee 2. LIABILITY a. General bob"and Auto liability coverage as required must be provided in the amount of 1,000,000.00,or in the Slate of Texas In the amount of$300,000 00. IT. "JPMorgan Chase Bank, N A.,its parent and of bsies, successors or assigns"shall be named as Additional Insured. 3. Please reference the Insurance Request Letter for further details When the FINAL disbursement from the escrow account Is requested,please complete sign and send the Receipt CertAicale/Payment Request form marked as-anal so we can disburw funds and doge the escrow account. Escrow Disbursement nstrutrlons June 2020 ESCROW RECEIPT CERTIFICATE/PAYMENT REQUEST Dated: 20_ Lease Schedule No: 1000148333 dated FEBRUARY 02,2022 Escrow Agreement Dated: FEBRUARY 02,2022 1. The undersigned Lessee of the above Lease Schedule and its Master Lease-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-I **"***`*"`"•*•*"• FINAL REQUEST: Vcs OR No (Please Circle Choice)*""`*««*«**«**•****"` If this is the FINAL REQUEST Lessee hereby confirms that said Equipment together with all other property covered by Receipt Certificates delivered prior to this Receipt Certificate represents all of the Equipment to be subject to the Lease. 2. Lessee agrees that(a) the undersigned Lessor has not selected, manufactured, sold or supplied any of the Equipment, (b) Lessee has selected all of the Equipment and its supplies, 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 EQUIPMENT 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 UNCONDITIONALLY 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 part of the Purchase Price (as such term is used in the Escrow Agreement) as stated helow. 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: $ WIRE INSTRUCTIONS: Nance of Bank: ABA No: Account Number: Account Name: Page I of Payee#2: Name: Address: Invoice Number: Date: Amount: $ WIRE INSTRUCTIONS: Name of Bank: ABA No: Account Number: Account Name: Payee#3: Name: Address: Invoice Number: Date: Amount: $ WIRE INSTRUCTIONS: Name of Bank: ABA No: Account Number: Account Name: 5. If this is a Final Request, then this Receipt Certificate/Payment Request shall constitute a Full 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 and/or 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 than$500.01; and(b)otherwise to Lessor and Lessor is hereby authorized to apply the Escrow Balance as follows: (i)If Escrow Balance is less than interest paid on the Lease during the previous 18 months the Escrow Balance will be reimbursed to the Lessee (ii) if the Escrow Balance is equal to or less than the next Rent Payment due under the Lease, apply the Escrow Balance to said Rent Payment; or(iii) if the Escrow Balance is greater than the next 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. Page 2 of 4 6. Lessee will confirm wire instructions by telephone (if required by Lessor) by designating an Authorized Contact ("Contact") for Lessee below. This Contact must be someone who has the requisite knowledge to verify the instructions outlined above AND must be someone other than the authorized signer hereto. Lessee should consider designating more than one Contact to avoid funding delays. CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A. (Lessee) (Lessor) By: By: Name: Name: Title: Title: Authorized Officer Contact N I: Name: Title: Direct Telephone: General Telephone: Contact Signature: Contact 42: Name: Title: Direct Telephone: General Telephone: Contact Signature: Page 3 of 4 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: 1000148333 dated FEBRUARY 02,2022 The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: Equipment Description: Page 4 of 4 CHASE 9i MASTER LEASE-PURCHASE AGREEMENT Dated As of: FEBRUARY 5,2016 Lessee: CITY OF HUNTINGTON BEACH This Master 1-case-Purchase Agreement together with all addenda, riders and attachments hereto,m 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 Icasc 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 terns. (a) "Schedule" means each Lease 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. (e) "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,otherjudicial process or claim of any nature whatsoever by or of any person. 3. LEASE TERM. The term of the lease of the Equipment described in each Lease("Lease Tenn")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 Lease and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in Cull of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each 1-case, 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 inmrest 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 Lcase"Perm 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. 43 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,COUNTERCI MM,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 signs 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 7 413 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;(e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens(except Lessor's Liens); (Q all representations of Lessee in the Lease remain we, 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 Lease Tenn as scheduled in the applicable Payment Schedule if funds am 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 ANN' 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 manufacturers or Supplices 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, (e) Lessor assumes no obligation with respect to any manufacturer's or Suppliers 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. S.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 lessors 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 7 414 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 Leases. 9. PERSONAL PROPERTY.All Equipment is and will remain personal property and will not be deemed to be aIDxcd or attached to 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 pans 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 pan 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 la:ssor 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 Lessors 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 pan 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 Taxes 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 arc not based on the net income of Lessor,whether they arc 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. 132 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 IC 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 (n) 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 Tcmlination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule."Break Funding Charge" Page 3 of 7 415 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 loamby-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 m 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 aoomey?s 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 paw for, any claims, liabilities, proceedings, actions, expenses (including attomey'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 terns 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 cam, 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 Lessor 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 PREPAYNIENT. Lesscc 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, Lesscc 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 terns; (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;(a)there is no pending, or to the best of Lessees 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; refcrted 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(e)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 803SG 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 7 416 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 Taxability 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 lax purposes. 18.ASSIGNMENT. 18.1 Lessee shall not assign,transfer, pledge,hypothecate,nor grant my 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 pan, to any party at any time. Any such assignee or lienholder (m "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIJIS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPiMENT 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 front any of Lessors obligations under the applicable Lease. An assignment or reassignment of any of Lessors right,title or interest in a Lease or its Equipment shall be enforceable against Lessee only ancr Lessee receives a written notice of assignment which discloses the time 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 my 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 any 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 for 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; (c) 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 pan 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 any time 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 7 417 (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 Lcssec to promptly return all Equipment under all or any of the Leases to Lessor in the manner set fonh 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 damage 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 pan,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(0 below of this Section,then such excess amount shall be remitted by Lessor to Lessee; (d)Lessor may terminate,cancel or rescind any I-ease as to any and all Equipment; (e) 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 Lcasc;and/or (0 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 pan 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 6 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 Lessors 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 Lease 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 I I 1 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 deposit in 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 7 418 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 IN 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"Lessors Original" if there are multiple counterparts of said Schedule. 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lcase, 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 poor tojudgmcm,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 ANN' WAY RELATED TO THIS MASTER LEASE AND ANY LEASE. CITY OF HU T TON BEACH JPMORGAN CHASE ANK N.A. (Lessee) (Lessor) By: By Title: r�I r"y tic.:r` Title:Authorized Officer APPROVED AS TO FORM Mchael Gates, Ot By. i yy Attorney Page 7 of 7 419 CITY OF HUNTINGTON BEACH Mike Vigliotta ' Chief Assistant City Attorney OFFICE Steren F. romeroy of the Community Prosecutor CITY ATTORNEY Nay S Att oorneyrne Sr. Deputy City y Ryan E. Lumm 11.0. nos 190 Sr. Deputy City Attorney Michael E. Gates 2000 Main Street Isra Shah City Attorney Huntington Beach, California 92648 Sr. Deputy City Attorney Telephone: (714)536-555i Lauren L. Rose Facsimile: (714)374-1590 Deputy City Attomey February 2, 2022 Lessee: CITY OF 1 UN1TINGTON BEACH Lessor: JPMORGAN CHASE BANK, N.A. Re: Lease Schedule No. 1000148333 dated February 2, 2022 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 L"scrow Agreement dated February 2, 2022 relating to the foregoing. Dear 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 proposes 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 274116/22-10860 420 Re: Lease Schedule No. 1000148333 February 4, 2022 Page 2 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 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Vim' ck . �7'� Michael J. Vigliotta Chief Assistant City Attorney N4V:rnh 421