HomeMy WebLinkAboutJPMORGAN CHASE BANK, N.A. - 2023-05-02 (2) 07,1 sr 2000 Main Street,
cS,-. °tip Huntington Beach,CA
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File #: 23-400 MEETING DATE: 5/2/2023
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Al Zelinka, City Manager
VIA: Sunny Han, Acting Chief Financial Officer
PREPARED BY: Sunny Han, Acting Chief Financial Officer
Subject:
Authorize the City Manager or designee to purchase 112 3M Scoff Self-Contained Breathing
Apparatus (SCBA) Replacement Units in the amount of $1,088,199 through a sole source
procurement, two (2) Triple Combination Pumper Engines in the amount of $1,212,623 each,
one (1) 100-foot Aerial Quint Truck in the amount of $2,151,085; and authorize -the City
Manager or designee to enter into all documents necessary to acquire and finance the
purchase of these items and other vehicles and capital equipment for a total not to exceed
$7,742,143 at an interest rate not to exceed 3.837%
Statement of Issue:
City Council approval is requested to purchase and finance 112 3M Scott Self-Contained Breathing
Apparatus (SCBA) replacement units, two (2) replacement Triple Combination Pumpers and one (1)
replacement 100-foot Aerial Quint, three (3) ambulances, and other replacement vehicles and
equipment; and authorize the City Manager or designee to enter into any and all documents
necessary to finance the purchase of the vehicles.
Financial Impact:
The replacement of 112 3M Scott Self-Contained Breathing Apparatus (SCBA) replacement units,
two replacement Triple Combination Pumpers and one replacement 100-foot Aerial Quint, three
ambulances, and other replacement vehicles and equipment is included in the City's Capital
Equipment Replacement program for the upcoming fiscal year. Due to the lengthy lead times in
securing these essential pieces of equipment and current competitive interest rates, staff
recommends financing these purchases at a total cost not to exceed $7,742,143 for a seven-year
term. Based on a conservative interest rate estimate of 3.837%, the estimated annual debt service
payment would be $1,282,157, which is included in the FY 2023/24 proposed budget.
Recommended Action:
Authorize the City Manager or designee to purchase 112 3M Scott Self-Contained Breathing
Apparatus (SCBA) Replacement Units in the amount of$1,088,199 through a sole source
City of Huntington Beach Page 1 of 4 Printed on 4/27/2023
powere42i LegistarTM
File #: 23-400 MEETING DATE: 5/2/2023
procurement from AIIStar Fire Equipment; approve the purchase of two (2) Triple Combination
Pumper Engines in the amount of$1,212,623 each, one (1) 100-foot Aerial Quint Truck in the amount
of$2,151,085 from Rosenbauer America; and authorize the City Manager or designee to enter into
all documents necessary to acquire and finance the purchase of these items and other vehicles and
capital equipment for a total not to exceed $7,742,143 at an interest rate not to exceed 3.837%.
Alternative Action(s):
Do not approve the recommendation and direct staff accordingly. Due to the supply-chain issues and
fluctuations in interest rates, delay may result in the delivery times of these essential pieces of
equipment and the amount of annual debt service to be adversely impacted.
Analysis:
Section 6 of City Budget Resolution 2022-28 requires that the acquisition of any capital items which
exceed $500,000 be approved by the City Council. The value of the proposed replacement SCBAs,
two (2) Triple Combination Pumper Engines, and one (1) 100-foot Aerial Quint Truck each exceed
this amount; hence, they require City Council approval.
Self-Contained Breathing Apparatus (SCBA) Replacement Units
The current SCBA units that are used by Huntington Beach firefighters are 12 years old and are
currently out of warranty. SCBA units allow firefighters to make entry to smoky environments and
hazardous materials incidents. The proposed 3M Scott replacement units contain safety
mechanisms that are compliant with the most up to date regulations from the National Fire Protection
Association (NFPA) and industry standards. One of the features included is a universal PASS
(Personal Alert Safety System) whereas all air-packs will have a standardized alarm sound for
personal safety and better locating abilities. Having a difference in EBSS (Emergency Breathing
Support System) and UBESS (Universal Breathing Emergency Support System) creates a safety
concern where the department would not be able to supply air in an emergency to any other
department that has a newer version air-pack and vice versa. The proposed replacement units also
have a lifetime warranty, thus reducing the amount of time and cost spent on repairs. Scott has a
restrictive supply chain that involves the designation of specific authorized vendors to sell its
products, based on geographical territory and customer type. As a public agency in Southern
California, the City is in a sales territory exclusively assigned to AIIStar. The cost of 112 replacement
units and related apparatus totals $1,088,199 utilizing a sole source procurement.
Triple Combination Pumper Engines (2) and 100-foot Aerial Quint Truck
The current reserve truck was manufactured in 2002 and has reached its 20 year operational life
span. Two of our current engines were manufactured in 2005 and are currently in need of
replacement as well. The National Fire Protection Association (NFPA) provides best practice
recommendations for the fire service and recommends that the following factors be considered when
replacing fire apparatus. NFPA Standard 1911-100 - Annex D, page 103 states:
"In the last 10 to 15 years, much progress has been made in upgrading functional capabilities and
improving the safety features of fire apparatus. Apparatus more than 15 years old might include only
a few of the safety upgrades required by the recent editions of the NFPA fire department apparatus
standards or the equivalent Underwriters Laboratories of Canada (ULC) standards. Because the
City of Huntington Beach Page 2 of 4 Printed on 4/27/2023
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File #: 23-400 MEETING DATE: 5/2/2023
changes and upgrades, and fine tuning to NFPA 1901 have been truly significant, especially in the
area of safety, fire departments should seriously consider the value (or risk) to fire fighters of keeping
fire apparatus more than 15 years old in first-line service."
Due to industry slowdowns and supply chain issues, the current wait time for an engine is at least 2
years, and the wait time for a truck company is 3-4 years once a purchase agreement is issued. The
current price for the purchase of the two engines is $2,425,247 and the price for the truck is
$2,151,084, for a total of$4,576,331. The pricing is competitive and bids were obtained through
Sourcewell, a national cooperative purchasing program that complies with Municipal Code 3.02.190.
Ambulances and Other Replacement Vehicles and Equipment
The ambulances proposed for replacement have been in service for 11-14 years with mileage varying
between 190,000-331,000 miles. Braun Northwest, Inc. has manufactured all of the City's eight (8)
frontline ambulances. These are of a very high quality and are used by several municipal agencies,
including the City of Los Angeles. This manufacturer was selected by the City's Fleet Management
Division following extensive research regarding the most reliable chassis and platform to provide
emergency transport services. Maintaining standardization of the ambulance fleet provides
interoperability and facilitates the highest level of ambulance services. The quoted price of$330,004
for each ambulance is also competitive, with bids obtained through the Houston-Galveston Area
Council of Governments (HGAC), a cooperative purchasing program that complies with Municipal
Code Section 3.02.190.
The proposed 14 vehicle purchases will replace aging vehicles that have been in service for 14-21
years, with mileage varying between 105,000-145,000. The replacement vehicles will be obtained
from National Auto Fleet Group. The pricing for the vehicles will be obtained through Sourcewell, a
cooperative purchasing program that complies with Municipal Code Section 3.02.190. Eight (8)
Arrow Board trailers are also being recommended for replacement, half of which have been in
service for 31 years and the old being 40 years old. These Arrow Boards are well beyond the life
expectancy of the manufacturer and have become increasingly difficult to maintain due to the lack of
available replacement parts. Arrow Boards provide advance warning and directional information
around maintenance and through construction zones to ensure work zone safety.
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 equipment listed above. The
City's existing Master Lease Agreement would need to be amended to include the total financing of
$7,742,143. Based on the current estimated 3.837 percent interest rate, annual debt service
payments would equal $1,282,157 over a seven-year period.
The purchase of these vehicles and equipment are necessary to continue to provide essential
services to the residents and visitors of Huntington Beach. As the FY 2023/24 Proposed 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 City services.
Environmental Status:
Not applicable
City of Huntington Beach Page 3 of 4 Printed on 4/27/2023
powere424 LegistarM
File #: 23-400 MEETING DATE: 5/2/2023
Strategic Plan Goal:
Financial Sustainability, Public Safety or Other
Attachment(s):
1. Lease Documents and Opinion of Counsel
2. Amortization Schedule
3. Master Lease-Purchase Agreement
4. Quote from AIIStar Fire Equipment for SCBAs and Sole Source Justification
5. Quote from Rosenbauer for Two (2) Triple Combination Pumpers and 100-Ft Aerial Quint
6. Quote from Braun Northwest, Inc. for Three (3) North Star 167-1 Ambulances
7. PowerPoint presentation
City of Huntington Beach Page 4 of 4 Printed on 4/27/2023
power2'LegistarTM
J.P.Morgan
JPMORGAN CHASE BANK,N.A.
Mail Code OH1-1085
1111 Polaris Parkway,Suite IA
Columbus,OH 43240-2050
May 5,2023
Enclosed please find the documents necessary to complete your transaction with JPMorgan Chase Bank,
N.A. (the "Bank"). These documents have been completed as of May 5, 2023 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.
• Schedule A-1—Review,sign and indicate title.
• Lease Schedule Addendum Self-Insurance-Review,sign and indicate title.
• Payment Schedule—Review,sign and indicate title.
• Vehicle Schedule Addendum-Review,sign and indicate title.
• Prepayment Schedule Addendum—Review,sign and indicate title.
• Proceeds Disbursement Authorization—Review,sign and date,and provide the signer's title
where indicated.
• 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.
• 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.
• IRS Form 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 than or equal to$100,000.Please refer to
the enclosed instructions when completing the information on the form and have an Authorized
426
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 1
• 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 Name 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 and 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.
• Amendment to Escrow Agreement(For Arizona Lessee and Deutsche Bank Trust Company
Americas)—Review,sign and indicate title.
If you have any questions on your investment options,please contact the Escrow Investment selection
please contact:Tony Gomez Tel.(212)250-6647 Fax(212)797-8600 Email tony.gomez@db.com
• Marketing Consent Letter—Review and sign.
• Auto Debit Enrollment—Complete the bank account information and sign.
427
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 contact me. I can be reached at
Kerrv.A.Stygler a,chase.com from 8:00 a.m.through 4:30 p.m.ET Monday through Friday.I'll be happy to
help you.
Sincerely,
Kerry Ann Stygler
Documentation Specialist
428
LEASE SCHEDULE
Dated as of: MAY 5,2023
Lease No.: 1000149561
This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease-Purchase Agreement
described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are
incorporated herein by reference. Unless otherwise defined herein,capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease-Purchase Agreement dated February 5,2016.
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached hereto and made
a part hereof..
B. EQUIPMENT LOCATION: See Attached Schedule A-1
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a)LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE;CURRENT INTENT OF LESSEE:Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment
will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the
permissible scope of its authority.Lessee currently intends for the full Lease Term:to use the Equipment;to continue this Lease;
and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the
interest portion of the Rental Payments is calculated,the Taxable Rate,the commencement date and the Lease Term of this Lease
Schedule are each set forth on the Payment Schedule attached to this Lease Schedule.
F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in
Section 7 thereof and its representations in Sections 6.1 and 16 thereof).
G. GOVERNMENT REGULATION. ANTI-CORRUPTION.
(a) Representations and Warranties Regarding Anti-Corruption Laws and Sanctions. Lessee has implemented and
maintains in effect policies and procedures designed to ensure compliance by Lessee and its officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and Lessee and its officers and employees and to the knowledge of Lessee its
agents,are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.None of(a) Lessee or to
the knowledge of Lessee any of its respective officers or employees,or(b)to the knowledge of Lessee,any agent of Lessee that
will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No
advance, letter of credit, use of proceeds or other transaction contemplated by this Lease will violate Anti-Corruption Laws or
applicable Sanctions.
(b) Compliance with Anti-Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and
procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions.
(c) Use of Proceeds.Lessee shall not use,or permit any proceeds of the Lease to be used,directly or indirectly,by Lessee or its
officers,employees and agents:(1)in furtherance of an offer,payment,promise to pay,or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (2) for the purpose of funding,
financing or facilitating any activities,business or transaction of or with any Sanctioned Person,or in any Sanctioned Country;or
(3)in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Page 1 of 3
(d) Definitions.For the purposes of this Section G,the following terms shall have the following meanings:
"Anti-Corruption Laws"means all laws,rules,and regulations of any jurisdiction applicable to the Lessee or its subsidiaries from
time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited
liability company,joint venture,joint stock association, association, bank,business trust,trust, unincorporated organization, any
foreign governmental authority,the United States of America,any state of the United States and any political subdivision of any
of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S.government,including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a
country,region or territory which is the subject or target of any Sanctions(as at the time of this Agreement,Crimea,Cuba, Iran,
North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State,(b)any Person operating,organized or resident in a Sanctioned Country or(c)any Person controlled by any
such Person.
H. BANK QUALIFIED: LESSEE CERTIFIES (a) THAT IT HAS DESIGNATED THIS LEASE AS A "QUALIFIED TAX-
EXEMPT OBLIGATION" FOR THE PURPOSES OF AND WITHIN THE MEANING OF SECTION 265(b)(3) OF THE
CODE, (b)THAT IT HAS NOT DESIGNATED MORE THAN$10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-
EXEMPT OBLIGATIONS IN ACCORDANCE WITH SECTION 265(bX3) OF THE CODE FOR THE CURRENT
CALENDAR YEAR AND (c) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF SECTION 265
TAX-EXEMPT OBLIGATIONS TO BE ISSUED DURING THE CURRENT CALENDAR YEAR BY LESSEE, OR BY AN
ENTITY CONTROLLED BY LESSEE OR BY ANOTHER ENTITY THE PROCEEDS OF WHICH ARE LOANED TO OR
ALLOCATED TO LESSEE FOR PURPOSES OF SECTION 265(b) OF THE CODE WILL NOT EXCEED $10,000,000.
"Section 265 Tax-Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners
thereof under Section 103 of the Code,except for private activity bonds other than qualified 501(c)(3)bonds,both as defined in.
Section 141 of the Code.
(The next page is the signature page)
Page 2 of 3
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SCHEDULE A-1
(Equipment List)
Expected Equipment Purchase Price S7,742,143.00
Net Amount Financed S7,742,143.00
Equipment Location: Various Locations Throughout the City of Huntington Beach
Equipment Description: Various Vehicles and Essential Equipment
(Signature Page on Following Page)
1 of 2
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the Schedule,and 7grquit001t;'• means the property described in the Schedule This Addendum Att!.00.it*i4.104l10100!the terms and
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insurancearepayable toLesor as lender loss payee and(ii)upon wiltitan',0600,-,400.taasOt 20asaaa;.t0440!.4004a to secure anmaintain conunercial insurance against such risks to the Equapment as otherwise i'eqmred by the Master Lease if d
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MATT,PAPAPTX7**Siithatatitliiio anythint td'Iho contrary in,S 64:090.14,,oro6.11tifogatt0.agrees that Lessee may�elf-insure against tisk 00.;
45410146es.jo pPrOni:.:4*L...440400 to property 0.'#410V!:'.).4140ag in any way,..toany
Equipment, provided,that upon,,wriOan notice flom Lessor to Lessee, Lessee agrees to 0011.WaA4',41444111..'991AMr. 41.1.00.ati&‘,
•pgi.iiii4401i,*04 as otherwise required by the Lea*if ,,oli.irtif::01-,..4044-jp..40 occurred and :ontinuing...:040
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a.s'etscribe,41..1*ta*ahali comply with applicable State law related thereto orifthere is no State 0*;;40.04abial.a.:atioheitiit4ustanot
4010*.O1$;.'60*t040'et.§ Ifinsurance:arrangpaien4 0011,00-0.4100ili:04-.0,,akapNat0ity.Tab'unirbaai%.
4. tENEUALt:UOPC:aSiiexpresilyatnen4041i**aA.,;k0.4i0 modifications signed Lessoran4'.',L00aaai the
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IN WITNESS W}IEEOP,
the parties have executed Adddildinti as of d4te',,,tifth6'Sahediite first referenced
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Payment Schedule
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part of the Master Lease-Purchase
Agreement identified therein,all of which are between the Lessee and Lessor named below.
Lease Schedule No. 1000149561
Lease Schedule Dated: May 5,2023
Accrual Date May 5,2023
Amount Financed $7,742,143.00
Interest Rate 3.4115%per annum
Taxable Rate 4.3250%per annum
Rent Rent Rent Interest Principal Principal Termination
Number Date Payment Portion Portion Balance Value
1 5/5/2024 $1,261,982.66 $264,084.50 $997,898.16 $6,794,199.84 $6,794,199.84
2 5/5/2025 $1,261,982.66 $230,046.19 $1,031,936.47 $5,762,263.37 $5,762,263.37
3 5/5/2026 $1,261,982.66 $194,846.84 $1,067,135.82 $4,695,127.55 $4,695,127.55
4 5/5/2027 $1,261,982.66 $158,446.84 $1,103,535.82 $3,591,591.73 $3,591,591.73
5 5/5/2028 $1,261,982.66 $120,805.23 $1,141,177.43 $2,450,414.30 $2,450,414.30
6 5/5/2029 $1,261,982.66 $81,879.67 $1,180,102.99 $1,270,311.31 $1,270,311.31
7 5/5/2030 $1,261,982.66 $41,626.35 $1,220,356.31 $49,955.00 $49,955.00
TOTALS $8,833,878.62 $1,091,735.62 $7,742,143.00
(Signature Page on Following Page)
Page 1 of 2
Parneilt
Sigaitare Page
DINVITMSS WilEREOPAle Patties hetet°have eiecuted this Payinent Schaaf°as'ofthe rietaSrst ter wicolabove.
trtym iitirionr4GTONItEACir JPAIORGAN OWE BANK.N.A.
(Lessee) - (Lealer)
By By 44) hfdlk,Siveift..A
rate: At,mit44.- -Ore 44#444445z. TitletAuthorized er
Page 2 of 2
VEHICLE SCHEDULE ADDENDUM
Dated As of: MAY 5,2023
Lease Schedule No: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Schedule
("Master Lease") by and between JPMORGAN CHASE BANK,N.A. ("Lessor") and the above lessee ("Lessee"). This Addendum
amends and modifies the terms 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,Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. 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 origin 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 drivers shall be agents of Lessee and shall not be agents of Lessor;and
(c) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State 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,IL 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.
(The next page is the signature page)
Page 1 of 2
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PREPAYMENT SCHEDULE ADDENDUM
(Break Funding Premium)
Dated as of: May 5,2023
Lease Schedule No.: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease")
identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee
("Lessee").As used herein:"Lease"shall mean the Schedule and the Master Lease,but only to the extent that the Master Lease relates
to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease.Unless otherwise defined
herein, capitalized 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:
1. Notwithstanding anything to the contrary in the Lease(including,without limitation,Section 15 of the Master Lease as it relates
to the Schedule),Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so
long as Lessee gives Lessor at least 30 days prior written notice(the"Notice Period"),Lessee may elect to prepay its obligations
under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the
total of the following(the "Prepayment Amount"): (a)all accrued Rent Payments,interest,taxes, late charges and other amounts
then due and payable under the Lease; plus(b)the remaining principal balance payable by Lessee under the Schedule as of said
Prepayment Date.
2. In addition to the prepayment amounts required by paragraph 1 above, a Breakfunding Charge shall be due and payable if(i)
exceeds (ii)where(i)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment
had not occurred calculated at the interest rate swap including any forward rate swap, if any,which Lessor shall be deemed to
have entered into on the earlier of(a)the date the Lease was originally funded or(b)the date a rate lock letter was signed,if any,
and(ii)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred
calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment (the
"Replacement Swap").
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,the Lease remains unchanged and in full force and effect.
(Signature Page on Following Page)
IT >W I SS''V HER Ql h parties Yiereto.have;eiteelite tat A:Afai diiti ttte itat :icst wrs n aha e;
O (St.HUN iNdto$BEAdH JPMOR AN i ASE BAND:PF:A
esst�,.„ . 'Orffi[0,;hn. cit
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PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK,N.A.
1111 Polaris Parkway,Suite lA(0H1-1085)
Columbus,Ohio 43240
Date:May 5,2023
Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
Reference is made to that certain Master Lease Purchase Agreement dated February 5, 2016 between CITY OF HUNTINGTON
BEACH,("Lessee")and JPMORGAN CHASE BANK,N.A.(the"Lessor")
I hereby instruct you and authorize you to disburse$7,742,143.00 to the account number(s)as specified below:
Name of Bank: Deutsche Bank Trust Company Americas
ABA No.: 021001033
Account Number: 01419647
Account Name: Deutsche Bank Trust Company Americas
Amount: $7,742,143.00
Re: Deposit for Escrow Account#AA5327
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,defend 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#and Account#shall control.
(Signature Page on Following Page)
Page 1 of 2
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ACTION AGENDA
City Council/Public Financing Authority
Special Meeting
Tuesday, June 1, 2021 at 6:00 PM
MAYOR AND CITY COUNCIL STAFF
KIM CARR,Mayor Council Chambers OLIVER CHI, City Manager
TITO ORTIZ,Mayor Pro Tern 2000 Main Street MICHAEL E. GATES, City Attorney
BARBARA DELGLEIZE, Councilmember Huntington Beach,CA 92648 ROBINESTANISLAU, City Clerk
DAN KALMICK,Councilmember ALISA BACKSTROM, City Treasurer
NATALIE MOSER, Councilmember --or—
ERIK PETERSON,Councilmember Virtual via Zoom Webinar
MIKE POSEY, Councilmember
On March 17, 2020, Governor Newsom issued Executive Order N-29-20, which allows a local legislative body to
hold public meetings via teleconferencing, and to make public meetings accessible telephonically or otherwise
electronically to all members of the public seeking to observe and to address the local legislative body.
IN-PERSON PUBLIC PARTICIPATION/ZOOM ACCESS: Safety guidelines and protocols have been
established that allow for a limited number of the public to attend the June 1, 2021 meeting of the
Huntington Beach City Council in person. The City will continue to offer the virtual option to attend the
meeting via ZOOM.
Based on current guidance from the Centers of Disease Control (CDC) and the California Department of Health
(CDPH), any person greater than 2 years of age(including but not limited to all elected and appointment officials,
City staff, and members of the public) wishing to enter the Council Chambers to attend the June 1, 2021 City
Council meeting in person must:
• Wear a face covering; or
• Provide evidence of COVID-19 vaccination by producing an official vaccination card or electronic
evidence via a mobile phone app, email, or text message which holds the vaccination record in the name
of the attendee; or,.
• Provide a negative COVID-19 PCR test from within the past 48-hours, or a same-day negative rapid
antigen COVID-19 test, evidenced by a test provider or laboratory form, or in an email or text message
sent by the test provider or laboratory to the name of the attendee.
In-person public attendance will be limited per the State's movie theater guidance embedded in the "Blueprint
for a Safer Economy," as follows:
• Yellow Tier(50% capacity): 50 members of the public
•
If limited in-person capacity within the Chambers is reached, alternate ways to view City Council meetings live
or on-demand remain: livestreamed on HBTV Channel 3 (replayed on Tuesday's at 10:00 a.m., and
Wednesday's at 6:00 p.m.); live and archived meetings for on-demand viewing accessed from
https://huntingtonbeach.Ieaistar.com/calendar; or, from any Roku or Apple device by downloading the Cablecast
Screenweave App and searching for the City of Huntington Beach channel.
CatTIFICATO:OF INCIAWNCY
2023
Wite*friedOle NO:4 40.0014-.04
11:10*.i` art(Ort- 1:0101'000WIA1
togletsigtod 'Sg,crefirMetk blow, do hOtehY Olt*-that I 'Satti. tfte '6**0or appointed Othig
-4eetOatVicietkorthe above Lessee Ohe'teeaeel,a Pelitieet 0160,11:04,4**gaakid'aeii eideifthgr wider tie'laws of the Ate*:
where tessepo,is located,.that stated hgle*,;;An4,t4ekes ofthe date harecKihe;:lectividutailtained'bgtow.are4ho thily
:elected:of Opeitile4'01ffieeTOOT#tes4eteeittOfiting*tifficerseilbrth opposite:their respeetivemetnes.,
IlSiOtti:Use,same as Authorized
144414434; 'frar)48PAetri .
Name Title - Sig
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afli.e
ilsrwrINEss* tu.°: ti -4toduly exectitta-this-certfOcate,sect 4%14 the seal-ofinch'Lessee di-Of-the&teed to*.1.100*
$igestate.O ectaity/qprk Oftesev
'17'•#"-b.t.PN- S
Official Tft1e
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144QTE;Iti:easelhe SeetetatiMerk is also the authorizarepreseatitivelhatexeceteee1000RtiOteeeAlitteetttent,t4e0Waen#
400 incumbency,'.60 0:11-fidateltmt also be signed by e-seeeed dame.
rittagatne;- -
riti Signature
CITY :OF flIIHNTIX:GTOS WtCli.
MHO Irigljat*
OF I C.E . thierli*-siiiit4„*.A0iiiliefy
. . „
.01 'tii e
$.4*..ie4,11.Y...o.
totO
CITY ATTORNEY omonyProsecttet
x$0,($400
$,...,:pooty,oftaii,o
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,....,,,,Lumnii
Michael GatesE.,'
1060.:Main:Stteet $t:,-.:POtiOtcl-tY'40,06*
.:, .. .
0:ity.Attorney: -1.ijoitiolto:4:::estkigosfo004.:0,144$
lattroi:Litogt
Voopisp.0; (1i41:00.4- : 000*qtyi.mo...eiloy
(.71-.41.3744:590,
May$4o2-3.
Lessee: CITY OF AEAGli
..„. . , -,..
Lessor: ONO-AGM,
jto Low,Sc.,:4;')ettaP N. 11106/.. 496, :.:.61,.: .:d4t...ed.. :NAY'5 1:021 tb- gtheT r vials
...,. ..,
40;sioteos4'..utOiuo Agt00110tdat0doeof 00.roatti:Si'00')*4.414.
between the aboveAlainedIessee,aiiitthe Shente4tiaiiiedleSSof and the
tlq.:01kAgreernett4 4404 May 5,.103 io,1074 0.1)io,t4ogotog,
Pg4r;'.:',..*M0.4_, ; •
ti4v.d,aadd- ' .AS teitititei to,Lestet With respect to:the Lease:SehediikAnd its-Addend;
and .. .,-:.
01-o,• MasterLease-PurchaseAgreement *,-4 its ,Ad40.44, anti all o::thdt.‘r:agreements _
described:.0huy4i:ef.4..elated thereto '(:06.*:ti8t.oly*,the"Agreement?) and various related
matters, and .in thiss capacity have reviewed A 4440001 original or certified copy of
the Agreements, and. Auelt other ,.d0-.0.1,1.1170.01s. as 1 have deemed necessaryi for the
: . . ..
04**o Oftlis0:1):10):*.
) .a,so.d.vcotho ocoolisti*Of*Wd000loplo,;itis,my opinion that
1. Lessee i 4,1:01itiol subdivision'of the State of (the,' st4t-0!)duly organized,
.,,
*Stlittt*4,41**g 44011*0:00.0***4--40,Oft*::.$0t0,
2. ':Lesso. is authorized and 110 rower under St4te.. law ,•fo: ow:fitto, all of the
Agt0"ft,04:* and to. Oatti7. out its obligations •Effiottfittet and the ItAASAttleAS
gOtOtOtg,it*4:.lh*hy.
'' . The Agreements *)4 all other '40:corkot* *14f4 thereto have 11104. ...My
authorized, approved and executed: by and on. behalf7 of- Lessee, and each, 'of ifip
.. .. ,,. - .. ..
Agreements is a valid and bh47.4.,eciAhAct.of Lessee enforceableii),:gp0.0400;c4 with
:..„
tu!teffw$,: except to the extent It-lifted by.:.State and Federal:1AWS.Aft.tetiAg- ',.creditor's
remedies and by1)4artititoyi reorganization or other I** of general application
_.. .
reiAtiAt to' e.tAff: the:eailr.O'dtAeAtfa:aecbtoiVtightS.,
397$02/23-0740 •
•
Re_ e Sehedule No 1.QO4146t
My-5 223
'age
4. The authc on, ;approval and + . on; of the Agi emet is `tithe r
proceedings cif Lessee relating to the trausaelions contexn I ted thereby .hare ,been
performed.. in :aoloot4gooe w. h au applicable Local, $tato fan4 Federal laws
(414offille open 1.714getilig laNsrao. dpOlio $401g and l? ritt*visi0 4law )
5. To the hest Or my knowledge, there:is no.litigation or proceeding pending before
arty tout, .a+ ate agency: ;:or gat,ern eutal; body that: challenges. the:
organ nation r existence Pt tessee, the authority` of its a ers, =the ,proper
authotizaii , approval ;and execution ,of`any of the :Agreements Tot any'doturnentt,
lat rng thereto, the: 'apprOpnatioi " .monies to male; pnyinents under The
Agreements cuient fiscal year, or the ability of Lessee otherwise to perform tta
ptAi der the _ems arc the transaeticros+ ontemp. d hereby
4 Lessee is,a Pglit eci .aul dit itan-af the as referred fo zn $0401 1 ofthe
Internal Revenue•'Code:of";1986, as amended .and the:related regions.and rulings
thereiitrder,
Dessar its mavide and aot,ofit4rosiois yfitruponiWopii4Ott.
VerYtzly yu
-,ity,Attomoy
MGh
ESCROW AGREEMENT
(Gross Fund-Earnings to Lessee)
Dated as of: May 5,2023
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.
The Lessee and Lessor hereby authorize the Escrow Agent to act as escrow agent hereunder. All references to Escrow Agent shall
mean Deutsche Bank National Trust Company 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 National Trust Company
Lessee: CITY OF HUNTINGTON BEACH
For good and valuable consideration,receipt of which is hereby acknowledged,the parties hereto agree as follows:
SECTION 1.RECITALS.
1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain
property generally described in the attached Schedule A-1 (the "Equipment")to Lessee, and Lessee has agreed to lease and purchase
the Equipment from Lessor,in the manner and on the terms 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 and conditions of this Agreement shall control.
Lease Schedule No. 1000149561
1.03 LESSOR'S DEPOSIT:$7,742,143.00 Lessor shall pay or cause to be paid to the Escrow Agent the amount of the
Lessor's Deposit. The date that the Lessor's Deposit is paid to the Escrow Agent shall be referred to as the "Lessor's Deposit Date".
Escrow Agent shall credit the Lessor's Deposit to the Equipment Acquisition Fund established in Section 2 hereof on the Lessor's
Deposit Date. To the extent that the purchase price of the Equipment exceeds the Lessor's Deposit,Lessee shall either notify Escrow
Agent of such excess amount and then deposit with Escrow Agent funds in such amount 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: November 5,2024("Funding Expiration Date").Lessee and Lessor agree that
all Equipment should be delivered and installed, and all funds disbursed from the Equipment Acquisition Fund, no later than the
above Funding Expiration Date.
1.05 Under the Lease,Lessee will cause each item of Equipment to be ordered from the applicable suppliers.Lessee shall
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 the terms and provisions of this Agreement providing for control by Lessee and Lessor, 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 expressly set forth in this Agreement.The Escrow Agent shall not be obligated to assume
Escrow Agreement(Docusign) Page 1 of 15
or perform any obligation of Lessee or Lessor hereunder or under the Lease or of any supplier with respect to any Equipment, nor
shall the Escrow Agent be liable for any action or inaction of the Lessor,the Lessee or any supplier(including,without limitation,any
such parry's use of the moneys deposited with, or disbursed by, the Escrow Agent), by reason of anything contained in this
Agreement. Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed
purely ministerial in nature, and no other duties shall be implied.Any funds in the Equipment Acquisition Fund not needed to pay the
purchase price of Equipment will be paid to Lessor or 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 its respective officers whose signatures are affixed hereto. Where, however, the conflicting
provisions of any such applicable law may be waived, they are hereby irrevocably waived by the Lessor and Lessee 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 in
the name of City of Huntington Beach 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 To the extent received by the Escrow Agent,the Lessor's Deposit and any funds deposited by Lessee under Section
1.03 hereof shall be credited to the Equipment Acquisition Fund on the Lessor's Deposit Date and shall be used to pay the balance of
the purchase price of each item of Equipment subject to the Lease in accordance with the terms and provisions hereof. The Escrow
Agent shall pay to the suppliers of the Equipment the payment amounts then due and payable with respect thereto upon receipt of,and
as specified in, a written request executed by an Authorized Representative (as defmed in Section 7)of the Lessor, delivered to the
Escrow Agent in accordance with Section 9.02, and after the Escrow Agent has satisfied any applicable security procedures as
required by Section 7. The written request will specify the supplier/beneficiary, its address or wire instructions and the applicable
portion of the Equipment Acquisition Fund to be paid (the "Receipt Certificate/Payment Request"). As between Lessee and Lessor
only,Lessee agrees that it will submit to Lessor for Lessor's signature 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 Manufacturer's Statement of Origin
(MSO)covering such item showing Lessor as first and sole lienholder,and(c)any other documents required by the Lease,and Lessee
agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have been submitted to
Lessor.
2.03 If an Authorized Representative of the Lessor delivers to the Escrow Agent written notice of the occurrence of an
event of default under the Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the
Lease, then the Escrow Agent shall promptly 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 or of a termination of the Lease due to a non-appropriation event 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. The Escrow
Agent shall not be deemed to have knowledge of any event of default under the Lease or termination of the Lease unless a responsible
officer of the Escrow Agent has received written notice of such event from an Authorized Representative of the Lessor as
contemplated by this Section 2.03.
2.04 Upon the Escrow Agent's receipt of a Full Funding Notice (as defmed below), the Escrow Agent shall apply the
balance remaining in the Equipment Acquisition Fund:
first,to all reasonable fees and expenses incurred by, and indemnities owed to, the Escrow Agent in connection herewith as
evidenced by its statement forwarded to Lessee and Lessor;and
second,to Lessor to be applied by Lessor for benefit of Lessee either: (a)toward the principal and interest portion of the Rent
Payment next coming due under the Lease; or(b)to reimburse the Lessee for the interest portion of their Rental Payments previously
made within the past 18 months; or (c) toward a partial prepayment of the principal amount remaining due under the Lease and
thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal.
Page 2 of 15
"Full Funding Notice"means written notification by an Authorized Representative of the Lessor to the Escrow Agent of the Lessor's
receipt of the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered
to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid to the applicable suppliers.
2.05 Upon the Funding Expiration Date stated in Section 1.04 above,the Escrow Agent shall apply the remaining balance
in the Equipment Acquisition Fund:
first,to all reasonable fees and expenses incurred by, and indemnities owed to,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 investment earnings on the
Equipment Acquisition Fund as set forth in this Section 2.05 .
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 the benefit of any creditor of either
Lessee or Lessor;provided, that the money and investments held by the Escrow Agent under this Agreement shall be subject to the
security interests provided in Sections 3.07 and 4.03 hereof and further shall be subject to Section 12.04.
3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written
direction executed by an Authorized Representative of Lessee in Qualified Investments(as defined below). Such investments shall be
registered in the name of the Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any
affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving
consideration for the time at which funds are required to be available.No investment instruction shall be given that would cause the
Agreement to be deemed an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986,-as
amended.
3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management,disposition or investment of
the Equipment Acquisition Fund..Lessee acknowledges and agrees that all investments made pursuant to this section shall be for the
account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee.Escrow Agent shall from time
to time invest and reinvest the funds held in the Equipment Acquisition Fund account, as and when instructed by an Authorized
Representative of Lessee,in writing, in any one or more of the following(hereinafter, "Qualified Investments"): (a)obligations of the
United States of America or any agency created thereby; (b) general obligations of any State of the United States of America; (c)
general obligations of 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 Bank");(e)obligations of State or Municipal Public Housing Authorities chartered by the United States
of America and guaranteed by the United States of America; (f)demand interest bearing accounts of Escrow Agent or an affiliate of
Escrow Agent if Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets are
solely invested in obligations listed in(a)through(f) above, including repurchase agreements secured by such obligations and which
money market funds are rated in either of the two highest categories of any rating agency of national recognition at the time of
purchase, including,without limitation, 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
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earnings, as selected by the Lessee on Schedule 1 hereto ("Schedule 11 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,shall remain uninvested.
3.04 If any of the above-described Qualified Investments are not legal investments of Lessee or cease to be Qualified
Investments, then an Authorized Representative of the Lessee shall immediately notify Escrow Agent which of said Qualified
Investments are not legal investments of Lessee or Qualified Investments, as the case may be„ 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. The Escrow Agent shall have no duty or obligation to
monitor or inquire as to whether any Qualified Investments are legal investments of Lessee or continue to meet the requirements of a
Qualified Investment nor have any liability in connection therewith.
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, as contemplated herein. 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.fees or expenses 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.
The Escrow Agent shall not act,or deemed to act,as an investment manager or adviser to the Lessee or Lessor.
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 terms 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 fmal adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross
negligence or willful misconduct was the primary cause of any such loss to either Party. The Escrow Agent's duties hereunder
(including,without limitation,its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition
Fund) shall be limited to those specifically provided herein.Nothing herein shall be construed to impose an obligation on the part of
the Escrow Agent to calculate, evaluate, verify or independently determine the accuracy of any amount received or disbursed by it or
any certificate,notice or other information received by it.
The Escrow Agent shall be fully justified in failing or refusing to take any action under this Agreement if such action would,
in the reasonable opinion of the Escrow Agent, be contrary to applicable law or this Agreement or is not provided for in this
Agreement. As to any fact or matter the manner of ascertainment of which is not specifically described herein,the Escrow Agent shall
be entitled to receive and may for all purposes hereof conclusively rely on a certificate,signed by an Authorized Representative of the
Lessor and the Lessee, as to such fact or matter,and such certificate shall constitute full protection to the Escrow Agent for any action
taken or omitted to be taken by it in good faith in reliance thereon.
4.02 Lessee and Lessor jointly 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
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Agreement,except to the extent and that such Losses are determined by a court of competent jurisdiction through a fmal order to have
been caused by the gross negligence or willful misconduct of the Escrow Agent, or (ii) its following any instructions or other
directions from Lessee or the Lessor,except to the extent that its following any such instruction or direction is expressly forbidden by
the terms hereof.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 Losses, costs and expenses of the foregoing under Section 4.02
and for any other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent(including
reasonable attorneys'fees and court costs)relating to any suit(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 Losses, 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 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 or of a termination
of the Lease due to a non-appropriation event or non-renewal event under the Lease in accordance with Section 2.03 above, if Escrow
Agent receives conflicting instructions from the Parties,the Escrow Agent shall be entitled and fully protected in(a)suspending all or
any part of its activities under this Agreement until it shall be given a joint written direction executed by Authorized Representatives
of the Parties which eliminates such conflict or by a fmal 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 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and
protection with the opinion or advice 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 risk,use or advance its own funds
or otherwise incur any liability, fmancial or otherwise, in the performance of any of its duties or the exercise of any of its rights or
powers hereunder. In no event shall the Escrow Agent be liable (i) for acting in accordance with, or conclusively relying upon, any
certificate,notice, or other document from the Lessor or the Lessee, as applicable, or(ii)for an amount in excess of the value of any
cash held by it 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$10,000,000.00,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 the 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 Escrow Agent may, in its sole
discretion, deliver the Equipment Acquisition Fund to the Lessor at the address provided herein or may apply to a court of competent
jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including 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 funds then held in the
Equipment Acquisition Fund hereunder(the"Escrow Property") to the successor Escrow Agent, less the Escrow Agent's fees, costs
and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or
hold any interest earned in respect of the Escrow Property(or any portion thereof),pending distribution,until all such fees, costs and
expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section, the
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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, ipso facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its
predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding
anything herein to the contrary.
SECTION 6.ADMINISTRATIVE PROVISIONS.
6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this
Agreement,which shall be available for inspection by Lessee or Lessor,or the agent of either of them, upon reasonable notice,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;
with the exception of the services of the Escrow Agent, which shall be construed and governed in accordance with the laws of the
State of New York.. 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 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 under 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; provided, however, neither this Agreement nor any right or interest hereunder may be
assigned by the Lessor or the Lessee without the prior consent of Escrow Agent and the other Party; unless the assignment is to
JPMorgan Chase&Co.,then consent will not be required.
6.05 This Agreement may be simultaneously executed in several counterparts,each of which shall be an original and all
of which shall constitute but one and the same Agreement.Except as expressly provided in Section 4 above,nothing in this
Agreement,whether express or implied,shall be construed to give to any person or entity other than Escrow Agent and the Parties any.
legal or equitable right,remedy,interest or claim under or in respect of the Equipment Acquisition Fund or this Agreement.
6.06 All signatures of the Parties to this Agreement may be transmitted by a Portable Document Format ("PDF"), and
PDF will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding
upon such Party.
SECTION 7.SECURITY PROCEDURES.
In the event funds transfer instructions are given (whether in writing or by PDF), executed by the appropriate Party or Parties as
evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule
2 (each an "Authorized Representative"), and delivered to the Escrow Agent in accordance with Section 9.02, 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 the 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.
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The Lessor and the Lessee acknowledge that the Escrow Agent may also conduct any additional security procedures as may be
required in accordance with the Escrow Agent's internal practices and procedures in effect from time to time.
SECTION 8.ESCROW AGENT FEES.
$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, attomey'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 in 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. Subject to Section 9.02,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 facsimile, telecopy, electronic mail (with an attachment in
PDF or similar format) and electronic confirmation of error free receipt is received. "Delivery Day" means a day other than a
Saturday,a Sunday,or any other day on which national banking associations and banks in the City of New York are authorized to be
closed. Any Party may change its address for the purposes of the receipt of notices and demands by giving notice of such change in
the manner provided in this provision.
9.02 Any instructions setting forth,claiming,containing,objecting to,or in any way related to the transfer or distribution
of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction
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 be deemed delivered and effective unless Escrow Agent actually shall have received it on a
Delivery Day as a PDF attached to an email only at the email address set forth in this Section 9.02 and as evidenced by a confirmed
transmittal to the Party's or Parties email address and Escrow Agent has been able to satisfy any applicable security procedures as may
be required hereunder. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any
instruction for or related to the transfer or distribution of the Equipment Acquisition Fund if delivered to any other fax number or
email address, including but not limited to a valid email address of any employee of the Escrow Agent. The Lessor and Lessee
acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open
networks such as the internet and the Parties hereby expressly assume such risks.
Notices shall be addressed as follows:
(i) If to the Lessee:
CITY OF HUNTINGTON BEACH
200 Main Street
Huntington Beach,CA 92648
Attn: Sunny Reif
Telephone:714-536-5907
Email:sunny.reifnasurfcity-hb.org
(ii) If to the Lessor:
JPMORGAN CHASE BANK,N.A.
1111 POLARIS PARKWAY,SUITE 4N
MAIL CODE OH1-1085
COLUMBUS,OHIO 43240
Attention:GHHN Operations Manager
Email: cefi.escrow.disbursement.request@jpmchase.com
(iii) If to the Escrow Agent:
DEUTSCHE BANK NATIONAL TRUST COMPANY
1 COLUMBUS CIRCLE, 17m FLOOR
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MAIL STOP:NYC01-1710
NEW YORK,NY 10019
Attn:Escrow Team,AA5327
Facsimile: (732)578-4593
Email:dbnv-mpescrow(ilist.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,pandemics,epidemics,or other causes reasonably beyond its control.
SECTION 11.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 USA PATRIOT Act of the United States
("Applicable Law"),the Escrow Agent is 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 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 correct 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 sole discretion,to obey and comply with all such orders so entered or issued,which it is advised by
legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent
obeys or complies with any such order it shall not be liable to any of the Parties hereto or to any other person by reason of such
compliance notwithstanding such order be subsequently reversed,modified,annulled,set aside or vacated.
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, 15 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.
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(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 from 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 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,the parties 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
signers ("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
Page 9 of 15
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 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 15
IN.W.t7040;$ 0:R,ih6,114t1;:le4.1i.aii*OX0eutrAthiAgt.0#.04
:, . ..-
crrY OF : " '0 4 -''TO < BEACH :JPMORGAN'CHASE'SANK.NA.,
(Les :: ,';'•,,, --.:'•
ilt
44*s..91.1
,..,
gY: 2-;,-. :-.' ‘. ,:. ' ' . ' . ::;.' . :or Sit4253-Ltit
Ltilf9")%
Name: livztvu*A..--. . . _ 1,4aditt, Kerry Ann tygler . .,
.. :. .,„..
Title 41*TY.t4.4PA.:44#4. , ..__ . . _ . .- ,.. ...
Title; AuthOnta.Offiter.
:13Y:: . . .
litatne: . , •
Iltle:' . .„
,DEurgcnkliANICNAIIONAtTREIST:C01‘11PANk.4.0§
:est.,..toW.Eigerit
("f,40,iii*A0iit).
By:
Title:.
riEtta:nitAiikat DiAtitiNXLarkttgrcoitiikANt•-as
.
escrow 4gpat.
Opitoiy.;47elit)
',)4.;‘•
'Dab:
Attach/odds: Schedule i(il.ri,viiiklitent Authorization)
tehediikt Otanteiteleigibrie..litt c:4114.baekkeittiii(4),ditigokttdbyittitiii7above)
......"
„..
Escrow 04(D010$440).:Vt ::P0:40 11 Of.I.5,
uocubign tnvelope Iu: /(;t14U ultiuA
IN WITNESS WHEREOF,the parties have executed this Agreement.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
Name: Name:
Title: Title: Authorized Officer
Approved as to form by:
By:
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY,as
escrow agent
(Escrow Agent) DocuSIgned by:
By: E
�.u� G'.4+w1 FFF3CA378421494...
Title: AVP
DEUTSCHE BANK NATIONAL TRUST COMPANY,as
escrow agent
(Escrow Agent)
DocuSigned by:
By: 61(161.1U414/aotenr4�tdl
Title: vice Presi dent
Attachments: Schedule 1(Investment Authorization)
Schedule 2(Name/telephone#of call-back person(s)designated by Section 7 above)
Escrow Agreement(DocuSign)V 1 Page 11 of 15
ttgrr
Envelope Id:7C84D7C9CC6F48039FCE2ADF201 D2BOA Status:Completed
Subject:Documents
Source Envelope:
Document Pages:1 Signatures:2 Envelope Originator:
Certificate Pages:2 Initials:0 Tony Gomez
AutoNav:Enabled Taunusanlage 12
Envelopeld Stamping:Enabled Deutsche Bank Twin Towers
Time Zone:(UTC-05:00)Eastern Time(US&Canada) Frankfurt am Main,Hesse 60325
tony.gomez@db.com
IP Address: 160.83.72.244
eCTrac Cart, ,,, S p;�
Status:Original Holder:Tony Gomez Location:DocuSign
5/3/2023 9:07:19 AM tony.gomez@db.com
Security Appliance Status:Connected Pool:Security Pool US-PROD
E3elitS tY,OI eS ttt? ;;
w
,M».n..f �:,«.�G�ku«:,.....,.,,.«F.,.....xea `2 �.;.,«...«. ,....,.,.«« � ,�i �
Tony Gomez DocuSignadby: Sent:5/3/2023 9:08:52 AM
tony.gomez@db.com `"� 4''"`'`'f Viewed:5/3/2023 9:09:04 AM
AVP FFF3` 789214
9
4
Signed:5/3/2023 9:09:10 AM
PRO NA2-DB Trust and Agency Services(TAS)
Security Level:Email,Account Authentication Signature Adoption:Pre selected Style
(None) Using IP Address: 160.83.72.105
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Doeueigow by:
Olga Belenkaya Sent:5/3/2023 9:08:52 AM
Olga.Belenkaya@db.com NVAilif. Viewed:5/3/2023 9:26:09 AM
Vice President '""a7oszaaFasg_ Signed:5/3/2023 9:26:15 AM
PRO NA2-DB Trust and Agency Services(TAS) Signature Adoption:Pre-selected Style
_Not Live
Security Level:Email,Account Authentication Using IP Address: 160.83.72.104
(None) •
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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t1kY�O V'SCtt[tt'fu =t , d � �- �t 040L / 4 vittl .M - & , '.8
'fury' j
.�...,.h„f'� ' . .,>,., $ �.aa.�:rc z._ a x ,ri„Y�:.,,,�.�,a x,.w,.:,xatn{ z .,�:e k. .,Y,z� ..
Certified Delivered Security Checked 5/3/2023 9:26:09 AM
Signing Complete Security Checked 5/3/2023 9:26:15 AM
Completed Security Checked 5/3/2023 9:26:15 AM
Modulo1
ItiVettiffetttAnthOtliatioti
1444* COY111)0149561
:0.07,04NTANcTO.1*.BRACK.:
14a:alsfO.
InVettittentt :„§itterfAlAftlktocttOttgitittigftttLOW
.„, . ,
. .
I I Diiiiiit**tif 61.0'4 AittoOkett,A)10.4400e0.;Adoi4tito.*Fuoti.,sho remain I*0:*0-4t0t*ficui,ing
A money market mutual
t404g4a:
fund, includmg*1*0.4t.00400 a PMotgan Mow 4**Mutual Fund
%4%,r64F'%,**.1!4*1.1?.Y•T*.*:*o*,';
Check above);
Wild,gotvl S Securities MoneyFund 674
• Market
„ omoFgginu ,••-GoyoitttiotWOYM:or:icqtri*Mogo#04tex:c4010,,
:*M'otilin,,U4,'VoOo*Ptos...;MoiiekMtikttliui&IVidrgtn.;.tiatts'z(19)9)
iti4Otti:akfC4Orni14.010y-Mne<OF-ntil*MOtgauiAurov.054:
%:.0M.Or*an.1.:.00./..(114.0*Ii*aaniYicfnt.***4f4nd*ot7Nan Viara..41r4
-WMorgan TacFree Money Market Fund Morgan Shares(2)
FederatedU S Ircasury.C.istflOintvOgbtiOYM-ktkoffi.44 -,Snriina4harea
Federated obligitioiiii*MotagaMdidylgoifotItind*AitptiondOgoice Shatet(637)
'F.i.derated.'",rfoolitY:(1011g4ito.4V.0*440,740410#04000`..$.0tv*Itiot000sy.
• :..#4:40.#40.0000#0*ioloilbritotatit6cpuidlinfitotionits.i*i40;sti,*095)
. .
..t1.4*.a014*134 „
An 10,0%4100.0.an the above:1004040000Stoto is subject to the availability of 714ch'ootipScm40:,104:04,p*goo,
oddoekt,iiii*tinot i$:,kovoliatild,400.10400*qirpu,NO,*;9410sd:tix-4:1;1004i0i*ikiN01104TtiOr ct,Ogdoy
. .
t0t4OnnUi*e.,
4 tachliwoitwentiostrumelit*Oe'li4i4tatiog4410*.tfeifhOlt the Sittest,rotitio4ategocy'frombotttStandar4&Potitotipt.
pioo:V*:
..„
ate cif crow.A. N:;40,010 vitt.
manager for recii*:4•focs-frent,the:inVCS1C4.1404fOrt:Wit00170.0.40#4.40arato:I.4r4ofapfor
$.08440*.tokiot4by*orowAgeot**FtherproviaaW*tiiia,Agoi:00WW:*;,)**Oteo..009tvois#0.*ottiwy
vaiy*ointtne to time based upon market conditions'The Escrow Agent'shall not be responsible or lmbin'fbr any loss
stiffc***.,cppiectiori Oith.*044COnnelitS.04110044',440.fitv it acceiniiaticelviiii•iswionaottho•A *
1) T *100aailnrOYAkt0**d,.‘ges• - obrtttat**:makesinvestment decisionsand'has been offered any
04000,.fddowsl#04403ttOti:investing in any MMMF and if selected 4404;,i0ASOOF,npon;t:oSSO4 independentreviewof
prospectuses otoifoOly 401iy0.04.0 Lessee thejLeiitOitiii*AnCtog0****4-gldrow:Aghg,snot.40„vil.Pnot
peOVI&tUtiettitalitin0000nnuoudntiatis Otn4ViO6..tOfUtjnttO:OitfiOt*oiUVOTSnnOnt:,:OftnOnqS'4oid-in:ii*.4,01Pft:tet*
Acquisition Fund* oliitt461*1004040,4410440010.0*0#1.0ftfispogitiottotanr quAKCitin.yostinCtit;
5) Market values,exchange rates und other valuation information(including without hmitation,market value,currant valueor
000001:ti.41040t 40y14AMMEIntnilhedln..„0170p0r(0t statementmylb..*.0...44404#7.0***01.p.orcy' ourcti::tind.is furnished
furthe exclusive mot&thi,tessee!2n4 Lessor F4.tso:*AgTot:44:00.0.0014:01)***00eliteitci:detetnine the makketor
other vg.t*of 40ii*01,00:Aithet non-cash Qualified.1*:.40#00404.;m***0:000,4010tittivo*otratit&*cor.00 or -
iiriptiect.,;40'witig..40040:004ily,W04Y40.00:,044t anY.,*altiO&,:iittoss4t4lyttit00:thufirocto:its,thoitii-.4 be received.oti,
Aho4j40.-*Mw,..0040,,QOatitioOtvegtrrienit.,) ,
S}IAREHOLDER SER,VICES FEES Lessee acknowledges that*Fund is AtotnOtlzO4.tOn....,altfaxmanta fnun its
management*o7:oraily.ohet source available to suchas bonka.ottitOktr-dediors:OServido,Org4tiizajOhiltioit
: 00#44000:10#0004eSitt Page
•
•
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 National Trust Company 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 National Trust Company,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 National Trust Company 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 National Trust Company or its affiliates,may engage in
repurchase transactions with Deutsche Bank National Trust Company or its affiliates,may place funds on deposit in accounts
with Deutsche Bank National Trust Company or its affiliates and receive interest income thereon and may obtain other
services from Deutsche Bank National Trust Company for which Deutsche Bank National Trust Company 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.
Escrow Agreement(DocuSign)V l Page 13 of 15
$tatittlt.1
T*1$1010Numb-00 ttild:VifiktOgOIte:f".0t$04(4);POit644414.0,YOzfl40*'-A011g0.100roitiong
ttfttiaqi,00
:14kftie Telephone Sitiiithiti,
..... ...:
. :„,,.:. , ,„,,, • , „..
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.
ttndigi*4 Signature(s)-fbk:t-000400..0.0.101,004".*:!4.001i*.:*0.404*i' 04IN. roile6§ ,
Name BAIA
Signature.
.: . . .. .
400.Oft.
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. ... .„, .„. .. . . ......
irtit.07 4,00.40
Thine TeetitiOneNiiiiihnt. Signature.
:.. ......
t.:, -itarozi:LAV.1111gril . 41248$4.70-0 5 t$Iartaipgi,tliaturt;,enip00.,
2 .,:M.4.#04.-t-i.4000140 :E614.4411.4.814i (Standing Signature on File)
3.. :Kiiii'.00).ii#,: •41442134581 r(Staliii3fig.gitiA00::04:,14.10
:k '1Vieroirtititia
41:447.T1-447# (Sftindiot:Storaturoott#:0) .
8 40-upiio,-.Rionta.t. :: 11-4324,04,
.6:, :,104'Y'StY-E10t' -•61420.40(1: 0.0.0i4g,isf.0004id otifil4
'.(StitiaiPt$1#1.itio.O.,qp•Pile)
.t. .:kita.141:0', :...311.454-311.61' (Standing on File)
.
iti;., .Edgar Lopez :,312444104.6, ',04#04.0t$**0 otitii,
4., hones Miligb0,0„it ...#.14;3141,/gt ($t4i,glitiOl'.*..010.001,F4):
AttAtititudions,:,Itidwaibt.:tinfootiirliteddifoodo,*mow kisf#tookiw*ho't transmitted:,. ,, ,1?-1: .`facsimile:0F s0i ithrth4-.a..,pl!..1).F,... ..att.A.6.4.0.4.'
t0titiiOrtustitioluaeth0411041tiOte.:(Aiiiket#0.0:.*,01T4P,P40*„.04#00z-log:salct,figols.41.04s*,0n-Itelialf 0,:, .0. Arty:
„ . . ..:
EsOidor,A40;4taiitipaSiO9y1 ;14014'0'0
SCHEDULE A-1
(Equipment List)
Expected Equipment Purchase Price: $7,742,143.00
Net Amount Financed: $7,742,143.00
Equipment Location: Various Locations around the City
Equipment Description: Vehicles and Essential Equipment
TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS,
REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A-1 is attached to the Lease Schedule 1000149561 or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
Escrow Agreement(DocuSign)V1 Page 15 of 15
ESCROW FUNDING SCHEDULE ADDENDUM
AND ARBITRAGE CERTIFICATE
Dated as of: May 5,2023
Lease Schedule No.: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Escrow Agent: DEUTSCHE BANK NATIONAL TRUST COMPANY
Escrow Agreement dated as of: May 5,2023
Amount To Be Deposited Into Escrow: $7,742,143.00("Lessor's Deposit")
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the
Schedule("Master Lease")by and between JPMORGAN CHASE BANK,N.A.("Lessor")and the above lessee("Lessee").As used
herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.
This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease.Unless otherwise
defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Lease,Lessor and Lessee hereby
agree to amend the Lease as follows:
1. Lessee and Lessor together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow
Agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase Price of the
Equipment will be paid.
2. Lessor shall deposit such amount into escrow as is required by the Escrow Agreement,which amount shall be credited to
the Equipment Acquisition Fund.Lessee shall pay the balance of the Purchase Price of the Equipment,either by deposit in escrow to
the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment.
3.The Lease 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) the
Escrow Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee,
enforceable in accordance with its terms; and (c) the Escrow Agreement is authorized under, and the authorization, execution and
delivery of the Escrow Agreement complies with,all applicable federal,state and local laws and regulations(including,but not limited
to,all open meeting,public bidding and public investment laws)and all applicable judgments and court orders.
6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee in
paragraph 5 above.
7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the
Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to:
be false,misleading or erroneous in any material respect.
8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby certifies
that he/she is the duly qualified and acting representative of Lessee with the title set forth below his/her signature hereon;that Lessee
has executed and delivered the Schedule and the Master Lease(collectively,the"Lease");that Lessee is a political subdivision of the
State identified in the Lease;and that in his/her official capacity as such officer he/she is responsible for executing and delivering,on
Page 1 of 4
404.1fa WO 1,0000i 14 0 1 :4**--.40441.* , ..,., _. . .„...
404004.401. TWO'Or-APO.0144-Ad0040.**Dier6n04,:iliii*i*Opti 001$614niVieti
:,. ,:::: .:-.
40*-7**000.005.4t0Iik*****wt*****700 0140.40',•00.4tht.404,•p*iiiiiittb,.$0:00 10 Otheittt04,440:04
6de.a'-'1'',086,A. 'aufettaid:ohd'Code'),.and Treasury Itegulationi.Sintietat 1i.148.4 thititiei tutli (itie oke4tilatiote) Lessee
optesotitioid,varrariti to Lessor fNtth.o::•ftti.R*i*f*tk:OslttiOXO:004'OROMOti:40dt Iitteltit existence on tile;date of this Arbitrage
g.00.fk,4WcitarOtett$004,Ve:$00a*„0.6,4if'hga.M4P ,
•
ciy-Twt, aEeptitsiritiotitorlioltsedilteigitutptnetit 4:asenlied7:,ixtthe:tgaSib0640014aiii4:11ii*ilit'Uitti Lessee is
. 'required to i1040,,*0:N•sfgv0s!,,.*4 respect to the *too*.principal and interest, 0,40,J.04:twggelo the
ajitoitoiist4004Ahehytot*$4edittejoih4000.
. ..and ..,.,
'grtdjmtk** „:foivooto.00:,:of*dot.ingo4,9bliggocots:thtrguridat!and assuring the Lessee of***04itOillw
•..„-Pursuant ,..:„ ,.. .:,:•-,.:. , . • , .., ...... „
of 0.10014 ii0441.0,0Y1110 cost EquipmentOf„.** when due,Lessee,Lessor and 11*-Esorow:Moo*** ii;cgoi#04 f.*
AS:00,144****: •
..:.:(.,6:4 0000,ity*o.....11: ii.#**,,.._,...,040.4.,,0,010:441wfp, rtg,14.04.0itto. <444 00$001wo,E.A,tit:1..0..,...4.t.tio.:, :booti10440,:cole.44,1cs,,.*
Equipment Vtlidnta'itioroforAoathe,t4t#000it*4441,.-04010#040-40404**00,00App :44,s4opicoifwposOlsiono.
Orilia:,oQ6:fraa*-0.i40b*.,ot4O*t11og:*o#:*t*gt*44*4*aA'ilgtgliea'll14-ta'ihalt'.4ih*e0*(18).4f*tk$,Tr'ogf.g*
4.000.4*,f440.iiriA00t040F04144:SSI*011)404%,
, .
(II),:v10 Escrow Agreement provides that Lessor shall deposit the 40:14.0?:*,:,Deposit into escrow to be credited to the
A*0100 Acquisition Fund created by tlft0:f,c$4t4:*#:-A#A0010t.40,W4*0,.!'ft4V.4Yf;f-q*tcP2tPmejifaS'proYikkdtiern..ia::lt..
4,;:taa$01-le,*.-40,0ttd,Iliat,a44464,fintallnitialV404itidiOtlinainfpiniant An4n4itinnif!and OiA1:130:!:41:0000i4vtly:.fet,the.
Equipment 4 but any such aM0,14:04 0104,1**A004:404-#0:10::::WtiOtiOd for Ittkotivogio:AnctVwitoost earnings on
Atnourit5..li4a*,000:**0 tio:Ofilt#4:00,:oc*ri1*#.unditi Expiration 040,0 pOt*i3:0Tho,067.00001 due under•• • , •
Lees o .4:.*...fr4.*itto4j**og#'to.w:A'goolott,
.. . . . .
.. =(.0)-.,Alf 0...010 4PtilitabWproceds.Oihq1440,50.-040*040.40.0„.00';40,....g04140*.-and tOkited''.*Peliseon or before
',...#:,00.4,iggxp.400.04**,
(t The oriproceeds'fihe -Lease,' 4• t6fiatifilti'dab':dikettott do not exceed the amount necessary for
,.:t4t:Aioki:*t:4r.*A.*:r,f4
Igy The•Iiinainatitit L:ntefin..,11* *pnlonghaa,A0fts004;•400*,11,9t jorocto4,*Ong-!.t4..1001,or tko..f;'000.o be sold or
disposed of
"(n)',,N.ni,.sf*ing-fnndia„*j*ntadAn,.-bon0a*dbAoaoa:-mffktopnnt*dte:,Leg4e'<ati*g0*t Paymthits
0).1.4000'.017itg.:..,.004'W.Atra, : MS". :4na".coNte., .pant4,49,,lon-i40*,164C4. t#t,pii;#1."044,,.0**:t.141fge 01)'nao,-initialed`by Lessee
b00•8#(04.0teaa0elaila'tniat,S ita:selanfioNlnon.,a01141anak(4)4440,1tiOniadlniti#0$00n.***40ttaaaan-D
(Ay 1„0,..0%.... the d.,d...d4 of the Lease i...halt bo,pild for the acquiiit.i.ewa •n,E4n—ii ent 4,.ihn,A8V n.„„t,h t n:„.r.
the dita4fitiontol4g*InOinitta0O9r.4ancOy.*10.tnafnlinOns„,inhednW.,
.:*toss:,than,110417401,4.6:Ittosthiort)***00kg$40,*40:00W
„. . .
NolisAc'thaA:405%**1.41ii,4:--#0.--44.4t44*.ot*Escrow Agreement,and
g..olo.gihgiftot)#h:wfihiiittittotktN,,o-titiuoott*ts-Oi0.iv;Ng,i#*ig-„
paid' --'.. f theEquipment-- ,'1-months-o 'ilie;
(0) 1:44°.44*7000000:00*Tie-a4eshall be, forihwa406iticos).-..,.:: •:..within:6 : f •
. .. .. ..... .., .
. . ,.... : ..
4t0:'0131)0.00-.V.W.A.000#1404,„
.,. „.
-- .- -- - •;('C''')..' •Lestele":',R.Palifies. fO: t4the':'N 11.1...A„ tii..„§1,16r,Pc: ,tiii 0,0:e,..0,in 00004;144(1):0);(14,',Q1',.'•':th.e Code because Os all of 0:
•:#419.*Inva,t***.(1):LesseeiC*000tototit4v0***0004'ioilowpowop,,-80:(21•144Laaa*jkni4,4*•1940.
4004frbonir,041orlik641**00-..0 141„46:6*codo;00,(3)::*/,'0,-*9ropte:pro;.00-.a4,0,0*X44§#4:4011t110404,:
for the governmental 400010::otttseatitt(41140,0144:
*0-**00400 tax exempt bonds and-tithel*'
exempt d:blig4**(6thei,i6ii,. pkii.fae,:aglivity-woo 1.0444,0set*tow040,,oy*iordinite':tniitiot Lessee a:
0140.*tat04*$*100i:100.:OfthOi,C64:04444',0i. .4400it yoi;')41,*.niniitikn Lease is iaan4d14,n0Crnasnnitq ,
4t*te4bticodOd357.0,0,10.646.,
...„ :, ,•„ „ ,:, .,:_ .., , . ,,
IDIeasae•ii*Obp.',,,O*nanta4WitgaW;Onat,'OntnOyvor all ttlp:•ogaitniAtn*Or*O.0040:'andRegulations F.040K4-:.t4e
i0b4te 4itoliKiiigk:00.010,•rno,•#404::',$.4*ors,-8i*eiipa,(4toi•taiii4,,:40,h60:1**01*-S000-4.148(1)bfilhdtba0),.**11
lcbiat0:40010:000dStatealnilAnteticoaltatb.itOgnitOkiiii4*0,0*:
,N$00.t 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.
(1)Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose
arbitrage certificates may not be relied upon.
9.If there is a partial prepayment of principal pursuant to the terms of either clause(c)of Section 2.04 second of the Escrow
Agreement or clause (c) of Section 2.05 second of the Escrow Agreement, then in addition to the payment of the Partial Principal
Amount,a Break Funding Charge(as defined below)shall be due and payable if(i)exceeds(ii)where(i)equals the interest portion of
each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap
including any forward rate swap,if any,which Lessor shall be deemed to have entered into on the earlier of(a)the date the Lease was
originally funded or(b)the date a rate lock letter was signed, if any,and(ii)equals the interest portion of each of the Rent Payments
which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to
have entered into on the date of prepayment(the"Replacement Swap").The"Break Funding Charge"equals the present value of the
difference between (i) and (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
Ekro#Etindiii001:10ilie,Aakteil4tInran0 Arbiu.aget OftiticatelignafillvP.qp;1000;140*
INVIII4E'SSNMER. tOP011e:parties.hereto-havg:e*.PAO th$4840044-010ktWOOtrefe.0004,abovt.
crry OF HUNI1NdTON BEACH .041611C—MuCHASEAOM N.A.
_.. ..
Iltre: AkM0304feditY-14$41-144445i --,,,„. .. .,: aletAiitlidriitd(Ate&
APPI3OVE9/1;, T+3 fO .
_ AE.‘: qATES.Atli
Citk 4E1',
PITYOF w.FiNGTON 0001
Page 4 44•
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JEMorgaii
COYOPrOidtt,O.14.1iACIT
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Ladies and GentIèItI
(71PIVItAtatiltn wish t , at its 010
:0000$0, include your '0..,00.04y, in ats marketing efforts by publishing tombstones includhigYAttr,
company's 40111.14 WO in advertising and otherwise gMnrg:1:01.1**1P company 4114 your
transactions with flfOOAN CHASB gANK l A, 713i.**40g*-0% to
so :k74:010 any pOpr approval by you and sueh witotlittto*tt remain in effect unless you notify
in writing l is revoked this 010%**.41
assume that Y.OttIiil00tg**1?940040.*to:0::*-01 WMorgan must obtif*ydtitvriot*Ottowoott01
toy your it§:b.01 .WOO*, •
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RIVLORVOW
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t.400,101
LEASE SCHEDULE
Dated as of: MAY 5,2023
Lease No.: 1000149561
This Lease Schedule, together with its Payment Schedule, is attached and made a part of the Master Lease-Purchase Agreement
described below ("Master Lease") between the Lessee and Lessor named below. All terms and conditions of the Master Lease are
incorporated herein by reference. Unless otherwise defined herein,capitalized terms defined in the Master Lease will have the same
meaning when used herein.
Master Lease-Purchase Agreement dated February 5,2016.
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-I attached hereto and made
a part hereof.
B. EQUIPMENT LOCATION: See Attached Schedule A-I
C. ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the Equipment is essential
to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment
will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the
permissible scope of its authority. Lessee currently intends for the full Lease Term:to use the Equipment;to continue this Lease;
and to make Rental Payments if funds are appropriated in each fiscal year by its governing body.
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the interest rate at which the
interest portion of the Rental Payments is calculated,the Taxable Rate,the commencement date and the Lease Term of this Lease
Schedule are each set forth on the Payment Schedule attached to this Lease Schedule.
F. RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in
Section 7 thereof and its representations in Sections 6.1 and 16 thereof).
G. GOVERNMENT REGULATION. ANTI-CORRUPTION.
(a) Representations and Warranties Regarding Anti-Corruption Laws and Sanctions. Lessee has implemented and
maintains in effect policies and procedures designed to ensure compliance by Lessee and its officers,employees and agents with
Anti-Corruption Laws and applicable Sanctions, and Lessee and its officers and employees and to the knowledge of Lessee its
agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of(a)Lessee or to
the knowledge of Lessee any of its respective officers or employees,or(b)to the knowledge of Lessee,any agent of Lessee that
will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No
advance, letter of credit, use of proceeds or other transaction contemplated by this Lease will violate Anti-Corruption Laws or
applicable Sanctions.
(b) Compliance with Anti-Corruption Laws and Sanctions. Lessee shall maintain in effect and enforce policies and
procedures designed to ensure compliance by Lessee and its officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions.
(c) Use of Proceeds.Lessee shall not use,or permit any proceeds of the Lease to be used,directly or indirectly,by Lessee or its
officers, employees and agents: (1)in furtherance of an offer,payment,promise to pay,or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws; (2) for the purpose of funding,
financing or facilitating any activities,business or transaction of or with any Sanctioned Person,or in any Sanctioned Country;or
(3)in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Page l of 3
429
LEASE SCHEDULE
SIGNATURE PAGE
IN WITNESS WHEREOF,the parties hereto have executed this Lease Schedule as of the date first referenced above.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) l (Lessor)
E
By: ,=l NHE(tEa� BY;
Title: INSERf7:14E j Title:Authorized Officer
APPROVED AS TO FORM
By:
MICHAEL E.GATES '.� 1,
CITY ATTORNEY "W
CITY OF HUNTINGTON BEACH
Page 3 of 3
431
(d) Definitions.For the purposes of this Section G,the following terms shall have the following meanings:
"Anti-Corruption Laws"means all laws,rules,and regulations of any jurisdiction applicable to the Lessee or its subsidiaries from
time to time concerning or relating to bribery or corruption. "Person" means any individual, corporation, partnership, limited
liability company,joint venture,joint stock association,association, bank, business trust,trust,unincorporated organization, any
foreign governmental authority,the United States of America,any state of the United States and any political subdivision of any
of the foregoing or any other form of entity. "Sanctions" means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by the U.S.government,including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a
country, region or territory which is the subject or target of any Sanctions(as at the time of this Agreement,Crimea,Cuba, Iran,
North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State,(b) any Person operating,organized or resident in a Sanctioned Country or(c)any Person controlled by any
such Person.
H. BANK QUALIFIED: LESSEE CERTIFIES (a) THAT IT HAS DESIGNATED THIS LEASE AS A "QUALIFIED TAX-
EXEMPT OBLIGATION" FOR THE PURPOSES OF AND WITHIN'THE MEANING OF SECTION 265(b)(3) OF THE
CODE, (b)THAT IT HAS NOT DESIGNATED MORE THAN$10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-
EXEMPT OBLIGATIONS IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE FOR THE CURRENT
CALENDAR YEAR AND (c) THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF SECTION 265
TAX-EXEMPT OBLIGATIONS TO BE ISSUED DURING THE CURRENT CALENDAR YEAR BY LESSEE, OR BY AN
ENTITY CONTROLLED BY LESSEE OR BY ANOTHER ENTITY THE PROCEEDS OF WHICH ARE LOANED TO OR
ALLOCATED TO LESSEE FOR PURPOSES OF SECTION 265(b) OF THE CODE WILL NOT EXCEED $10,000,000.
"Section 265 Tax-Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners
thereof under Section 103 of the Code,except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in
Section 141 of the Code.
(The next page is the signature page)
Page 2 of 3
430
SCHEDULE A-1
(Equipment List)
Expected Equipment Purchase Price $7,742,143.00
Net Amount Financed $7,742,143.00
Equipment Location: Various Locations Throughout the City of Huntington Beach
Equipment Description: Various Vehicles and Essential Equipment
(Signature Page on Following Page)
1 of 2
432
SCHEDULE A-1
(Equipment List)
TOGETHER WITH ALL ATTACHMENTS,ADDITIONS,ACCESSIONS,PARTS,REPAIRS,IMPROVEMENTS,
REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A-1 is attached to the Lease Schedule 1000149561 or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A
(Lessee) (Lessor)
By: SIGN FIE v d By:
Title: < nvsERTTiTLE Title:Authorized Officer
APPROVED AS TO FORM
By:
MICHAEL E.GATES I/I.
CITY ATTORNEY "'if
CITY OF HUNTINGTON BEACH
•
2 of 2
433
LEASE SCHEDULE ADDENDUM
(Self Insurance)
Lessee: CITY OF HUNTINGTON BEACH
Lease Schedule No: 1000149561
Reference is made to the above Lease Schedule as amended ("Schedule") and to the Master Lease-Purchase Agreement
identified therein as amended ("Master Lease"), both of which are by and between.JPMORGAN CHASE BANK,N.A. ("Lessor")
and the above lessee("Lessee"). In this Addendum: "Lease" means the Schedule and the Master Lease to the extent that it relates to
the Schedule; and "Equipment" means the property described in the Schedule. This Addendum amends and modifies the terms and
conditions of the Lease and is hereby made a part of the Lease.Unless otherwise defined herein,capitalized terms defined in the Lease
shall have the same meaning when used herein.
NOW,THEREFORE,as part of the valuable consideration to induce the execution of the Lease,Lessor and Lessee hereby
agree to amend the Lease as follows:
1. 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 HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: .;46N41 By:
Title: INSERT TITLE Title:Authorized Officer
APPROVED AS TO FORM
By:
MICHAEL E.GATESttii
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
434
City of Huntington Beach-3.837%
Rate 3.837%
starting debt remaining
Date balance takedowns . service interest- principal balance
5/5/2023 - 7,742,143.00 - - - 7,742,143.00
5/5/2024 7,742,143.00 - 1,282,156.44 297,066.03 985,090.41 6,757,052.59
5/5/2025 6,757,052.59 - 1,282,156.44 259,268.11 1,0_, ':8.33 5,734,164.26
5/5/2026 5,734,164.26 - 1,282,156.44 220,019.88 ,..;ors,136.56 4,672,027.70
,890.74 3 569 136.96
5/5/2027 4,672,027.70 - 1,282,156.44 179,265.70.4103.1 a.° ,
• Nr.-s
5/5/2028 3,569,136.96 - 1,282,156.44 136,947, 1, ''1 ,s8.65 2,423,928.31
5/5/2029 2,423,928.31 - 1,282,156.44 93,e'•. r" 1,18'; =-6,. 1 1,234,778.00
5/5/2030 1,234,778.00 - 1,282,156.44 .44 1,234,7 4& -
Total 7,742,143.00 8,975,095.08 - 32,952.' ;c- 7,742,143.00
dp 14 ,i.._ ?sue•'%'
V
K r
,...—, .„s s`z:k"
ue
*:.,_, .45r. iti. .,..,--
y e
4W "L6
1 ' :
435
Payment Schedule
Signature Page
IN WITNESS WHEREOF,the parties hereto have executed this Payment Schedule as of the date first referenced above.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
Title: Title:Authorized Officer
Page 2 of 2
436
VEHICLE SCHEDULE ADDENDUM
Dated As of: MAY 5,2023
Lease Schedule No: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Schedule
("Master Lease")by and between JPMORGAN CHASE BANK,N.A. ("Lessor") and the above lessee ("Lessee"). This Addendum
amends and modifies the terms 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,Lessor and Lessee hereby agree to
amend the Schedule as follows:
1. 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 origin 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 drivers shall be agents of Lessee and shall not be agents of Lessor;and
(c) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State 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,IL 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.
(The next page is the signature page)
Page 1 of 2
437
VEHICLE SCHEDULE ADDENDUM
SIGNATURE PAGE
IN WITNESS WHEREOF,the parties hereto have executed this Vehicle Schedule Addendum as of the date first referenced above.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: -SIGN�<<��- , By:
Title: INSERTTITLE_� Title:Authorized Officer
APPROVED AS TO FORM
BV:
MICHAEL E.GATES jh
CITY ATTORNEY "1,t/
CITY OF HUNTINGTON BEACH
Page 2 of 2
438
PREPAYMENT SCHEDULE ADDENDUM
(Break Funding Premium)
Dated as of: May 5,2023
Lease Schedule No.: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Reference is made to the above Lease Schedule ("Schedule") and to the Master Lease-Purchase Agreement ("Master Lease")
identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ("Lessor") and the above lessee
("Lessee").As used herein: "Lease"shall mean the Schedule and the Master Lease,but only to the extent that the Master Lease relates
to the Schedule.This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined
herein, capitalized 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:
1. Notwithstanding anything to the contrary in the Lease(including,without limitation, Section 15 of the Master Lease as it relates
to the Schedule),Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so
long as Lessee gives Lessor at least 30 days prior written notice(the"Notice Period"),Lessee may elect to prepay its obligations
under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the
total of the following(the "Prepayment Amount"): (a)all accrued Rent Payments, interest,taxes, late charges and other amounts
then due and payable under the Lease; plus(b)the remaining principal balance payable by Lessee under the Schedule as of said
Prepayment Date.
2. In addition to the prepayment amounts required by paragraph 1 above, a Breakfunding Charge shall be due and payable if(i)
exceeds (ii)where (i)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment
had not occurred calculated at the interest rate swap including any forward rate swap, if any, which Lessor shall be deemed to
have entered into on the earlier of(a)the date the Lease was originally funded or(b)the date a rate lock letter was signed,if any,
and(ii)equals the interest portion of each of the Rent Payments which would have been paid if such prepayment had not occurred
calculated at the interest rate swap which Lessor shall be deemed to have entered into on the date of prepayment (the
"Replacement Swap").
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,the Lease remains unchanged and in full force and effect.
(Signature Page on Following Page)
439
IN.WITNESS WHEREOF,the parties hereto have executed this Addendum as of the date first written above.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK.N.A.
(Lessee) (Lessor)
By: �1 i„i Gtiff ' B
Title: ztusxrTart ; Title:Authorized Officer
•
APPROVED AS TO FORM
By:
MCM im- GATES{'
CtN OF HUN 1V NEY
nN 8EACPi
440
PROCEEDS DISBURSEMENT AUTHORIZATION
JPMORGAN CHASE BANK,N.A.
1111 Polaris Parkway,Suite 1A(0H1-1085)
Columbus,Ohio 43240
Date:May 5,2023
Re: Disbursements Of Proceeds Under The MASTER LEASE PURCHASE AGREEMENT Referred To Below
Reference is made to that certain Master Lease Purchase Agreement dated February 5, 2016 between CITY OF HUNTINGTON
BEACH,("Lessee")and JPMORGAN CHASE BANK,N.A.(the"Lessor")
I hereby instruct you and authorize you to disburse$7,742,143.00 to the account number(s)as specified below:
Name of Bank: Deutsche Bank Trust Company Americas
ABA No.: 02100I033
Account Number: 01419647
Account Name: Deutsche Bank Trust Company Americas
Amount: $7,742,143.00
Re: Deposit for Escrow Account#AA5327
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,defend 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#and Account#shall control.
(Signature Page on Following Page)
Page 1 of 2
441
IN WITNESS WHEREOF,the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year
first above written.
CITY OF HUNTINGTON BEACH
(Lessee)
By: `14:S1GNHERE.,
b a_ tTn'i+t4fer r
Title: INSERT TITLE
APPROVED AS TO FORM
By:
MICHAEL E.GATES di/
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
Page 2 of 2
442
CERTIFICATE OF INCUMBENCY
Dated: MAY 5,2023
Lease Schedule No: 1000149561
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 Representatives stated in Resolutions.]
Name Title Signature
Name Title Signature
IN WITNESS WHEREOF,I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below.
Signature of Secretary/Clerk of Lessee
Print Name:
Official Title:
Date:
NOTE:In case the Secretary/Clerk is also the authorized representative that executes a Lease-Purchase Agreement/documents by the
above incumbency;this certificate must also be signed by a second officer.
Print Name: Signature:
Title:
443
Form 8038-Ci 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 Service ►Go to www.irs.gov/F8038G for instructions and the latest information.
Part I Reporting Authority Check box if Amended Return► 0
1 Issuer's name 2 Issuer's employer Identification number(EIN)
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box it mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) _
6 City,town,or post office,state,and ZIP code 7 Date of issue
8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other
employee shown on 10a
Part II Type 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 areggil
TANsorRANs check only box
19a - -
-
b bonds are BANs
,check on
ly box 19b - - _- - -
If b od
20 if bonds are in the form of a lease or installment sale,check box 0 MilAikaWiggfayka
Part III Description of Bonds. Complete for the entire issue for which this form is being filed.
(c)Stated redemption (d)Weighted (e)Yield
(a)Final maturity date (b)Issue price price at maturity average maturity
21 $ $ years
Part IV 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 A: is
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26 =-
y
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
Part V 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/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.10-2021)
444
Form 8038-G(Rev.10-2021) Page 2
Part VI 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 final 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)(B)(i)(lll)(small issuer exception),check box . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider*
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑
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/YYYY)
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief;they are true,coprrect,and complete.I further declare that 1 consent to the IRS's disclosure of the issuer's return information,as necessary to
process thts return,to the erson that I have authorized above.
and
Consent
' Signature of issuer's authorized representative Date Type or print name and title
Printlrype preparer's name Preparer's signature Date Check ❑ if PTIN
Paid self-employed
Preparer Firm's name Firm's elN.
II.
Use Only •Firm's address► Phone no.
Form 8038-G(Rev.10-2021)
445
ESCROW AGREEMENT
(Gross Fund-Earnings to Lessee)
Dated as of: May 5,2023
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.
The Parties hereby authorize the Escrow Agent to act as escrow agent hereunder.All references to Escrow Agent shall mean Deutsche
Bank National Trust Company 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 National Trust Company
Lessee: CITY OF HUNTINGTON BEACH
For good and valuable consideration,receipt of which is hereby acknowledged,the parties hereto agree as follows:
SECTION 1.RECITALS.
1.01 Lessor and Lessee have entered into the Lease identified below whereby Lessor has agreed to lease and sell certain
property generally described in the attached Schedule A-1 (the "Equipment")to Lessee, and Lessee has agreed to lease and purchase
the Equipment from Lessor,in the manner and on the terms 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, including the Master Lease-Purchase Addendum (For Local Government Leases — Excluding
School Districts in Georgia)..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 and conditions of this Agreement shall control.
Lease Schedule No. 1000149561
1.03 LESSOR'S DEPOSIT: $7,742,143.00 Lessor shall pay or cause to be paid to the Escrow Agent the amount of the
Lessor's Deposit. The date that the Lessor's Deposit is paid to the Escrow Agent shall be referred to as the "Lessor's Deposit Date".
Escrow Agent shall credit the Lessor's Deposit,to the Equipment Acquisition Fund established in Section 2 hereof on the Lessor's
Deposit Date.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: November 5, 2024 ("Funding Expiration Date"). Lessee and Lessor agree
that all Equipment should be delivered and installed,and all funds disbursed from the Equipment Acquisition Fund,no later than the
above Funding Expiration Date.
1.05 Under the Lease,Lessee will cause each item of Equipment to be ordered from the applicable suppliers.Lessee shall
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
Escrow Agreement(DocuSign)V 1 Page 1 of IS
446
Lessor under the Lease or of any supplier with respect to any Equipment by reason of anything contained in this Agreement.Escrow
Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in
nature, and no other duties shall be implied. Any funds in the Equipment Acquisition Fund not needed to pay the purchase price of
Equipment will be paid to Lessor or 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,the conflicting provisions of any
such applicable law may be waived,they are hereby irrevocably waived by the Parties hereto to the fullest extent permitted by law,to
the end that this Agreement shall be enforced as written.
SECTION 2.EQUIPMENT ACQUISITION FUND.
2.01 The Escrow Agent's sole responsibility prior to the Lessor's Deposit Date shall be to establish an escrow account in
the name of City of Atlanta 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 Lessor's Deposit and any funds deposited by Lessee under Section 1.03 hereof shall be credited to the
Equipment Acquisition Fund on the Lessor's Deposit Date and shall be used to pay the balance of the purchase price of each item of
Equipment subject to the Lease. The Escrow Agent shall pay to the suppliers of the Equipment 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.The written request will specify the supplier/beneficiaty,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 Manufacturer's
Statement of Origin(MSO)covering such item showing Lessor as first and sole lienholder, and(c)any other documents required by
the Lease, and Lessee agrees that Lessor shall not be obligated to execute any such Receipt Certificate until all of the foregoing have
been submitted to Lessor.
2.03 If an Authorized Representative of the Lessor delivers to the Escrow Agent written notice of the occurrence of an
event of default under the Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the
Lease,then the Escrow Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund. After its
receipt of a notice of an event of default under the Lease, the Escrow Agent shall comply with all written instructions from an
Authorized Representative of Lessor without further consent from Lessee or any other person.After its receipt of a notice of an event
of default under the Lease, the Escrow Agent shall not accept or act upon any instruction from Lessee 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:
first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement
forwarded to Lessee and Lessor;and
second,to Lessor to be applied by Lessor for benefit of Lessee either:(a)toward the principal and interest portion of the Rent
Payment next coming due under the Lease;or(b)to reimburse the Lessee for the interest portion of their Rental Payments previously
made within the past 18 months; or (c) toward a partial prepayment of the principal amount remaining due under the Lease and
thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal.
"Full Funding Notice"means written notification by an Authorized Representative of the Lessor to the Escrow Agent of the Lessor's
receipt of the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered
to and accepted by Lessee under the Lease and that the full amount of the Lessor's Deposit has been paid to the applicable suppliers.
Escrow Agreement(DocuSign)V1 Page 2 of 15
447
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:
first,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement
forwarded to Lessee and Lessor;and
second,to Lessor to be applied by Lessor for benefit of Lessee either: (a)toward the principal 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 the benefit of any creditor of either
Lessee or Lessor; provided,that the money and investments held by the Escrow Agent under this Agreement shall be subject to the
security interests provided in Sections 3.07 and 4.03 hereof and further shall be subject to Section 12.04.
3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written
direction executed by an Authorized Representative of Lessee in Qualified Investments(as defined below). Such investments shaII be
registered in the name of the Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any
affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving
consideration for the time at which funds are required to be available.No investment instruction shall be given that would cause the
Agreement to be deemed an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as
amended.
3.03 The Escrow Agent shall have no discretion whatsoever with respect to the management,disposition or investment of
the Equipment Acquisition Fund.Lessee acknowledges and agrees that all investments made pursuant to this section shall be for the
account and risk of Lessee and any losses associated with investments shall be borne solely by Lessee. Escrow Agent shall from time
to time invest and reinvest the funds held in the Equipment Acquisition Fund,as and when instructed by an Authorized Representative
of Lessee, in writing, in the local government investment pool created in Chapter 83 of Title 36 of the Official Code of Georgia
Annotated (the "Georgia Code"), as amended, or investments in the following securities, and no others (hereinafter, "Qualified
Investments"): (a) bonds or obligations of the State of Georgia, or other states, or of other counties, municipal corporations, and
political subdivisions of the State of Georgia (the "State"); (b) bonds or other obligations of the United States or of subsidiary
corporations of the United States government which are fully guaranteed by such government; (c) obligations of and obligations
guaranteed by agencies or instrumentalities of the United States government, including those issued by the Federal Land Bank,
Federal Home Loan Bank, Federal Intermediate Credit Bank, and the Central Bank for Cooperatives, and any other agency or
instrumentality now or hereafter in existence; provided, however, that all such obligations shall have a current credit rating from a
nationally recognized rating service of at Ieast one of the three highest rating categories available and have a nationally recognized
market;(d)bonds or other obligations issued by any public housing agency or municipal corporation in the United States,which such
bonds or obligations are fully secured as to the payment of both principal and interest by a pledge of annual contributions under an
annual contributions contract or contracts with the United States government, or project notes issued by any public housing agency,
urban renewal agency, or municipal corporation in the United States which are fully secured as to payment of both principal and
interest by a requisition,loan,or payment agreement with the United States government;(e)certificates of deposit of national or state
banks located within the State which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of
federal savings and loan associations and state building and loan or savings and loan associations located within the State of Georgia
which have deposits insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia
Credit Union Deposit Insurance Corporation, including the certificates of deposit of any bank, savings and loan association, or
building and loan association acting as depository, custodian, or trustee for any of the proceeds of the Bonds. The portion of such
certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation, the Savings Association
Insurance Fund of the Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance Corporation,if any,shall
Escrow Agreement(DocuSign)V I Page 3 of 15
448
be secured by deposit,with the Federal Reserve Bank of Atlanta, Georgia, or with any national or state bank or federal savings and
loan association or state building and loan or savings and loan association located within the State, or with a trust office within the
State, of one or more of the following securities in an aggregate principal amount equal at least to the amount of such excess: direct
and general obligations of the State or other states or of any county or municipal corporation in the State, obligations of the United
States or subsidiary corporations referred to in paragraph (b) above, obligations of the agencies and instrumentalities of the United
States government referred to in paragraph(c)above,or bonds,obligations,or project notes of public housing agencies,urban renewal
agencies,or municipalities referred to in paragraph(d)above;(f)securities of or other interests in any no load,open-end management
type investment company or investment trust registered under the Investment Company Act of 1940, as from time to time amended,or
any common trust fund maintained by any bank or trust company which holds such proceeds as trustee or by an affiliate thereof so
long as:(i)the portfolio of such investment company or investment trust or common trust fund is limited to the obligations referred to
in paragraphs(b)and(c)above and repurchase agreements fully collateralized by any such obligations;(ii)such investment company
or investment trust or common trust fund takes delivery of such collateral either directly or through an authorized custodian;(iii)such
investment company or investment trust or common trust fund is managed so as to maintain its shares at a constant net asset value;
and (iv) securities of or other interests in such investment company or investment trust or common trust fund are purchased and
redeemed only through the use of national or state banks having corporate trust powers and located within the State; (g) interest-
bearing time deposits, repurchase agreements, reverse repurchase agreements, rate guarantee agreements, or other similar banking
arrangements with a bank or trust company having capital and surplus aggregating at least$50 million or with any government bond
dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York having capital
aggregating at least$50 million or with any corporation which is subject to registration with the Board of Governors of the Federal
Reserve System pursuant to the requirements of the Bank Holding Company Act of 1956, provided that each such interest-bearing
time deposit, repurchase agreement, reverse repurchase agreement, rate guarantee agreement, or other similar banking arrangement
shall permit the moneys so placed to be available for use at the time provided with respect to the investment or reinvestment of such
moneys, 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;and(h)any other obligations approved in writing by
Lessor,provided that such investments are authorized by the laws of the State.Unless otherwise directed in writing by an Authorized
Representative of the Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings, as
selected by the Lessee on schedule 1 hereto("Schedule 1")upon the execution of this Agreement and in accordance with laws of this
State. In the event that no election is made by an Authorized Representative of Lessee by the Lessor's Deposit Date, Escrow Agent
shall invest funds deposited into the Equipment Acquisition Fund in an investment available through the Escrow Agent's Trust
Platform or in an interest bearing account that the Escrow Agent has agreed to upon written direction to the Escrow Agent, provided
that such investment(s)qualify as a Qualified Investment.
3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then an Authorized
Representative of the Lessee shall immediately notify Escrow Agent which of said Qualified Investments are not legal investments of
Lessee, and shall provide Escrow Agent with direction to invest funds in accordance with Section 3.03. It is the sole responsibility of
the Lessee to ascertain that all investments comply with all applicable federal,state,and local laws,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 terms of this Agreement.
Escrow Agreement(DocuSign)V 1 Page 4 of 15
449
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, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund)shall
be limited to those specifically provided herein.
4.02 Lessee and Lessor jointly and 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) its following any instructions or other
directions from Lessee or the Lessor,except to the extent that its following any such instruction or direction is expressly forbidden by
the terms hereof.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, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent (including reasonable
attorneys'fees and court costs)relating to any suit(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 of any action contemplated by the Escrow Agent hereunder,then the Escrow Agent may,but shall not be required to,file an
appropriate civil action to resolve the disagreement. Lessee and Lessor shall pay all costs, including reasonable attorneys' fees, in
connection with such action.Unless the Escrow Agent has received a notice of an event of default under the Lease in accordance with
Section 2.03 above, if Escrow Agent receives conflicting instructions from the Parties,the Escrow Agent shall be entitled and fully
protected in(a)suspending all or any part of its activities under this Agreement until it shall be given a joint written direction executed
by Authorized Representatives of the Parties which eliminates such conflict or by a final court order or (b) file an action in
interpleader. Lessor and Lessee agree to pursue any redress or recourse in connection with any dispute without making the Escrow
Agent a party to the 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 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and
protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of
judgment,or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct.None
of 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$10,000,000.00,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.
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5.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty(30)calendar
days'prior written notice of such resignation to the Lessee and Lessor.The Lessee and Lessor may remove the Escrow Agent at any
time 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 Escrow Agent may, in its sole
discretion,deliver the Equipment Acquisition Fund to the Lessor at the address provided herein or may apply to a court of competent
jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including 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 hold any interest earned in respect of the
Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid.
Upon its resignation and delivery of the Escrow Property as set forth in this Section,the Escrow Agent shall be discharged of and from
any and all further obligations arising in connection with the Escrow Property or this Agreement.
5.03 The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow
Agent under this Agreement,to hold title to property or to take any other action which may be desirable or necessary hereunder.
5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business to any corporation,association or other entity resulting from any such conversion,sale,merger consolidation or other transfer
to which it is a party, ipso facto, shall be and become successor escrow agent hereunder, vested with all other matters as was its
predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding
anything herein to the contrary.
SECTION 6.ADMINISTRATIVE PROVISIONS.
6.01 The Escrow Agent shall keep complete and accurate records of all money received and disbursed under this
Agreement, which shall be available for inspection by Lessee or Lessor, or the agent of either of them, at any time during regular
business hours.
6.02 This Agreement shall be construed and governed in accordance with the laws of the State of [Georgia]; with the
exception of the services of the Escrow Agent which shall be construed and governed in accordance with the laws of the State
of New York. 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 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 under 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 be construed to give to any person or entity other than Escrow Agent and the Parties any
legal or equitable right,remedy,interest or claim under or in respect of the Equipment Acquisition Fund or this Agreement.
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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 the 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.
$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 Party may change its address for the purposes of
the receipt of notices and demands by giving notice of such change in the manner provided in this provision.
9.02 Any instructions setting forth,claiming,containing,objecting to,or in any way related to the transfer or distribution
of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction
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 be deemed delivered and effective unless Escrow Agent actually shall have received it on a
Delivery Day as a PDF attached to an email only at the email address set forth in this Section 9.02 and as evidenced by a confirmed
transmittal to the Party's or Parties email address and Escrow Agent has been able to satisfy any applicable security procedures as may
be required hereunder. The Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any
instruction for or related to the transfer or distribution of the Equipment Acquisition Fund if delivered to any other fax number or
email address, including but not limited to a valid email address of any employee of the Escrow Agent. The Lessor and Lessee
acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open
networks such as the internet and the Parties hereby expressly assume such risks.
Notices shall be addressed as follows:
(i) If to the Lessee:
CITY OF HUNTINGTON BEACH
200 Main Street
Huntington Beach,CA 92648
Attn: Sunny Reif
Telephone:714 53 6-5907
Email:sunny.reif@,surfcity-hb.org
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(ii) If to the Lessor:
JPMORGAN CHASE BANK,N.A.
1111 POLARIS PARKWAY,SUITE IA
MAIL CODE OHI-1085
COLUMBUS,OHIO 43240
Attention:GIIHN Operations Manager
Email:cefi.escrow.disbursement.requestRjpmchase.com
(iii) If to the Escrow Agent:
DEUTSCHE BANK NATIONAL TRUST COMPANY
1 COLUMBUS CIRCLE, 17TH FLOOR
MAIL STOP:NYC01-1710
NEW YORK,NY 10019
Attn:Escrow Team,AA5327
Facsimile;(732)578-4593
Email:dbny-mpescrow a,list.db.com
SECTION 10.FORCE MAJEURE.
Notwithstanding any other provision of this Agreement,no Party to this Agreement is liable to any other Party for losses due to,or if it
is unable to perform its obligations under the terms of this Agreement because of acts of God, war, terrorism, fire, floods, strikes,
electrical outages,equipment or transmission failures,or other causes reasonably beyond its control.
SECTION 11.JURY WAIVER.
TO THE EXTENT PERMITTED BY LAW 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 USA PATRIOT Act of the United States
("Applicable Law"),the Escrow Agent are required to obtain,verify,record and update certain information relating to individuals and
entities which maintain a business relationship with the Escrow Agent.Accordingly,each of the parties agree to provide to the Escrow
Agent, upon their request 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 correct 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 sole discretion,to obey and comply with all such orders so entered or issued,which it is advised by
legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent
obeys or complies with any such order it shall not be liable to any of the Parties hereto or to any other person by reason of such
compliance notwithstanding such order be subsequently reversed,modified,annulled,set aside or vacated.
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453
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, 15 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 from 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 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.
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454
(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,the parties 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 signers ("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 EIectronic
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 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)
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455
IN WITNESS WHEREOF,the parties have executed this Agreement.
CITY OF HUNTINGTON BEACH JPMORGAN CHASE BANK,N.A.
(Lessee) (Lessor)
By: By:
Name: Name:
Title: Title: Authorized Officer
Approved as to form by:
By:
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY,as
escrow agent
(Escrow Agent)
By:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY,as
escrow agent
(Escrow Agent)
By:
Title:
Attachments: Schedule 1 (Investment Authorization)
Schedule 2(Name/telephone#of call-back person(s)designated by Section 7 above)
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456
Schedule 1
Investment Authorization
Lessee: CITY OF HUNTINGTON BEACH
Lease No.: 1000149561
Investment: SELECT QUALIFIED INVESTMENT BELOW
[ ] During the term of this Agreement,the Equipment Acquisition Fund shall remain in a Non-Interest Bearing
Account.
[ ] A money market mutual fund, including without limitation a JPMorgan Money Market Mutual Fund
(collectively, "MMIVIF"),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)
JPMorgan 100%U.S.Treasury Money Market Fund Morgan Shares(677)
JPMorgan Tax Free Money Market Fund Morgan Shares(2)
Federated U.S.Treasury Cash Reserves Money Market Fund Institutional Service Shares(632)
Federated Government Obligations Tax-Managed Money Market Fund Institutional Service Shares(637)
Federated Treasury Obligations Money Market Fund Institutional Service Shares(398)
Federated Government Obligations Money Market Fund Institutional Service Shares(395)
Notes related to MMMFs:
1) 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 National Trust Company
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 affiIiate of Escrow Agent,Deutsche Bank National Trust Company,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 MMMF or other non-cash Qualified Investments and makes no representation or warranty,express or
implied,as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that 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
Escrow Agreement(DocuSign)VI Page 12 of 15
457
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 National Trust Company 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 National Trust Company,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 National Trust Company 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 National Trust Company or its affiliates,may engage in
repurchase transactions with Deutsche Bank National Trust Company or its affiliates,may place funds on deposit in accounts
with Deutsche Bank National Trust Company or its affiliates and receive interest income thereon and may obtain other
services from Deutsche Bank National Trust Company for which Deutsche Bank National Trust Company 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.
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458
SCHEDULE 2
Telephone Number(s)and Signature(s)for Person(s)Designated to Give Funds Transfer Instructions
If from Lessee:
Name Telephone Number Signature
1.
2.
3.
Email(s)and Signature(s)for Person(s)Designated to Receive Escrow Statements/Notices
Name Email Signature
1.
2.
If from Lessor:
Name Telephone Number Signature
1. Karen L Williams 312-385-7005 (Standing Signature on File)
2. Anastasia L,McClellan 614-213-4876 (Standing Signature on File)
3. Kris Hewitt 614-213-8581 (Standing Signature on File)
4. Meron Gola 614-217-4670 (Standing Signature on File)
8. Lourdes Roman 312-732-6444 (Standing Signature on File)
6. Kerry Stygler 614-213-4400 (Standing Signature on File)
7. Rita Lyle 312-954-3763 (Standing Signature on File)
8. Edgar Lopez 312-954-0046 (Standing Signature on File)
9. James Polpiboon 312-732-3788 (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.
Escrow Agreement(DocuSign)VI Page 14 of 15
459
SCHEDULE A-1
(Equipment List)
Expected Equipment Purchase Price: $7,742,143.00
Net Amount Financed: $7,742,143.00
Equipment Location: Various Locations around the City
Equipment Description: Vehicles and Essential Equipment
TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS,
REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A-1 is attached to the Lease Schedule 1000149561 or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
Escrow Agreement(DocuSign)VI Page 15 of 15
460
ESCROW FUNDING SCHEDULE ADDENDUM
AND ARBITRAGE CERTIFICATE
Dated as of: May 5,2023
Lease Schedule No.: 1000149561
Lessee: CITY OF HUNTINGTON BEACH
Escrow Agent: DEUTSCHE BANK NATIONAL TRUST COMPANY
Escrow Agreement dated as of: May 5,2023
Amount To Be Deposited Into Escrow: $7,742,143.00("Lessor's Deposit")
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the
Schedule("Master Lease")by and between JPMORGAN CHASE BANK,N.A.("Lessor")and the above lessee("Lessee").As used
herein, "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates to the Schedule.
This Addendum amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease. Unless otherwise
defined herein,capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW,THEREFORE, as part of the valuable consideration to induce the execution of the Lease,Lessor and Lessee hereby
agree to amend the Lease as follows:
1. Lessee and Lessor together with the above Escrow Agent ("Escrow Agent") have entered into the above Escrow
Agreement ("Escrow Agreement") establishing a fund ("Equipment Acquisition Fund") from which the Purchase Price of the
Equipment will be paid.
2.Lessor shall deposit such amount into escrow as is required by the Escrow Agreement,which amount shall be credited to
the Equipment Acquisition Fund.Lessee shall pay the balance of the Purchase Price of the Equipment, either by deposit in escrow to
the Equipment Acquisition Fund or by direct payment to the Suppliers of the Equipment.
3.The Lease 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) the
Escrow Agreement has been duly executed and delivered by Lessee and constitutes a legal,valid and binding obligation of Lessee,
enforceable in accordance with its terms; and (c) the Escrow Agreement is authorized under, and the authorization, execution and
delivery of the Escrow Agreement complies with,all applicable federal,state and local laws and regulations(including,but not limited
to,all open meeting,public bidding and public investment laws)and all applicable judgments and court orders.
6. The opinion of Lessee's legal counsel will include statements to the same effect as the representations of Lessee in
paragraph 5 above.
7. It shall be an additional event of default under the Lease if Lessee fails to pay or perform any of its obligations under the
Escrow Agreement or this Addendum or if any of the representations of Lessee in the Escrow Agreement or this Addendum prove to
be false,misleading or erroneous in any material respect.
8. ARBITRAGE CERTIFICATE. The authorized representative of Lessee who executes this Addendum hereby certifies
that he/she is the duly qualified and acting representative of Lessee with the title set forth below his/her signature hereon;that Lessee
has executed and delivered the Schedule and the Master Lease(collectively,the"Lease"); that Lessee is a political subdivision of the
State identified in the Lease;and that in his/her official capacity as such officer he/she is responsible for executing and delivering,on
Page 1 of 4
461
behalf of the Lessee,the Lease and this Addendum.This paragraph of this Addendum (hereinafter,this paragraph shall be identified
as the"Arbitrage Certificate")is being issued by Lessee as a"no arbitrage certificate"pursuant to Section 148 of the Internal Revenue
Code of 1986, as amended (the "Code"), and Treasury Regulations, Sections 1.148-0 through 1.148.11 (the "Regulations"). Lessee
represents and warrants to Lessor that the following facts, estimates and circumstances are in existence on the date of this Arbitrage
Certificate or are reasonably expect to occur hereafter.
(a)The Lease provides for the lease of the Equipment described in the Lease by Lessor to Lessee.Under the Lease,Lessee is
required to make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the
amounts stated in the Payment Schedule to the Lease.
(b)Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the Lessee of the availability
of monies needed to pay the cost of the Equipment when due, Lessee, Lessor and the Escrow Agent 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 the 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 the purpose
for which the Lease is issued.
(g) The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or
disposed of by Lessee.
(h)No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments.
(i)Lessee represents, warrants and covenants to one of the following statements of this clause (i) as is initialed by Lessee
below[and if Lessee fails to initial its selection,then subclause(A)shall be deemed to have been selected by Lessee]:
(A) 100%of 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 the Equipment within 6 months of the
date of the Escrow Agreement.
(C) Lessee qualifies for the "small issuer" exemption in section 148(f)(4)(D) of the Code because all of the
following are true: (1)Lessee is a governmental unit with general taxing powers,and (2)the Lease is not a"private
activity bond"as defined in Section 141 of the Code,and(3)95%or more of the proceeds of the Lease shall be used
for the governmental activities of Lessee, and (4)the aggregate face amount of all tax exempt bonds and other tax
exempt obligations(other than "private activity bonds")issued by Lessee(and any subordinate entities of Lessee as
contemplated by Section 148(f)of the Code)during the calendar year in which the Lease is issued is not reasonably
expected to exceed$5,000,000.00.
(j)Lessee hereby covenants that Lessee shall comply with all of the requirements of the Code and Regulations relating to the
rebate of arbitrage profit to the United States of America(including,without limitation Section 148(f)of the Code)and will
rebate to the United States of America all arbitrage profit required thereby.
Page 2 of 4
462
(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.
(1) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose
arbitrage certificates may not be relied upon.
9.If there is a partial prepayment of principal pursuant to the terms of either clause(c)of Section 2.04 second of the Escrow
Agreement or clause (c)of Section 2.05 second of the Escrow Agreement, then in addition to the payment of the Partial Principal
Amount,a Break Funding Charge(as defined below)shall be due and payable if(i)exceeds(ii)where(i)equals the interest portion of
each of the Rent Payments which would have been paid if such prepayment had not occurred calculated at the interest rate swap
including any forward rate swap,if any,which Lessor shall be deemed to have entered into on the earlier of(a)the date the Lease was
originally funded or(b)the date a rate lock letter was signed, if any,and(ii)equals the interest portion of each of the Rent Payments
which would have been paid if such prepayment had not occurred calculated at the interest rate swap which Lessor shall be deemed to
have entered into on the date of prepayment(the"Replacement Swap").The "Break Funding Charge" equals the present value of the
difference between (i) and(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
463
Escrow.Funding Schedule Addendum and Arbitrage Certificate Signature Page 1000149561
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.
(Lessee) (Lessor)
By:
51GN1 gq0 By:
Title: w(17-1 4! Title:Authorized Officer
APPROVED AS TO FORM
By:
MICHAEL E.MATES.tttv
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
Page 4 of 4
464
Requesting Escrow Disbursement
To request an escrow disbursement,the following documents should be emailed to:cefi.escrow.disbursement.requestCa7iamchase.com
Excel Spreadsheet(required when more than 5 invoices are submitted for payment?
• Include Excel spreadsheet listing the followinj information
Vendor Name Invoice# Equip.Desc. VIN/Serial# Invoice Amount
Invoices)
✓ Should have a clear description of the equipment including Serial Numbers
V Should reflect the total amount of the equipment,along with any progress payment due
✓ The Purchaser shown on the invoice
✓ Wire Transfer instructions of the vendor
Vehicle Attachments)
If the payment is for an Attachment to a Vehicle,the Invoice clearly reflects the VIN#of the vehicle for the attachment.
If reimbursement for previously paid invoices is being requested,also provide Proof of Payment:
✓ Copy of the Wire Confirmation
✓ Copy of cancelled check front and back
✓ Bank Wiring instructions for the account where the funds are to be deposited
If the escrow disbursement is for titled vehicles:
✓ Copy of the Title/MSO front and back or Copy of the Title Application showing:
o Purchaser=Legal Entity name of client as shown on the Lease Financing Documents
o Lienholder=JPMorgan Chase Bank,N.A.,P>O>Box 6026,Chicago,IL 60680(LA does not require JPMorgan Chase Bank,N.A.
to be listed as lien holder on title applications.)
Completing the Information on the Authorization Form
Indicate if the request being submitted is a Final Request(section 41
✓ The payee name should reflect who we are disbursing funds to
✓ Multiple invoices can be grouped together for a unique vendor(please include a spreadsheet of each of the Invoices to be paid and note"see
attached"on the invoice detail line).
✓ Disbursement requests must be signed by an authorized signer as shown on the Certificate of Incumbency, Resolution or Schedule
2 of the escrow agreement.
✓ Certain Wire transfers will require a callback performed on a recorded line to verify wiring instructions to us on the payment request form.In
order to expedite this process,please provide Loan Contact information on Page 3 of the payment request form.
Insurance certificate is required for all delivered equipment 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 liability and Auto liability coverage as required must be provided in the amount of$1,000,000.00,or in the State of Texas in the
amount of$300,000.00.
b. "JPMorgan Chase Bank,N.A.,its parent and affiliates,successors or assigns"shall be named as Additional Insured.
3. Please reference the Insurance Request Letter for further details.
Escrow Disbursement Instructions June 2020
465
ESCROW RECEIPT CERTIFICATE/PAYMENT REQUEST
Dated: ,20
Lease Schedule No: 1000149561 dated May 5,2023
Escrow Agreement Dated: May 5,2023
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-1 to this Receipt Certificate/Payment
Request as of the following Acceptance Date and hereby confirms that the Equipment has been installed at the following Iocation:
Acceptance Date:
Equipment Location:See Attached Schedule A-1
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 suppliers, and(c)Lessee has received a copy of, and approved, the purchase orders or
purchase contracts for the Equipment.
3. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED, INSPECTED AND
APPROVED ALL OF THE EQUIPMENT; (b)ALL 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-1S, 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 below. Lessee hereby
confirms that said amount is due and payable under a purchase order or contract relating to the Equipment described herein and
has not formed the basis of any prior request for payment.
Payee#1:
Name:
Address:
Invoice Number: Date:
Amount: $
WIRE INSTRUCTIONS:
Name of Bank:
ABA No:
Account Number:
Account Name:
Page I of 4
466
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:
CHECK THIS LINE IF THIS IS THE FINAL REQUEST:
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.
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
467
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#I:
Name:
Title:
•
Direct Telephone:
•
General Telephone:
Contact Signature:
Contact#2:
Name:
Title:
Direct Telephone:
General Telephone:
Contact Signature:
Page 3 of 4
468
SCHEDULE A-1
Equipment Description
(This Schedule A-1 is attached to a Receipt Certificate/Payment Request relating to the Lease Schedule.)
Lease Schedule No: 1000149561 dated May 5,2023
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto.
Equipment Location:
Equipment Description:
Page 4 of 4
469
J.P.Morgan
CITY OF HUNTINGTON BEACH May 5,2023
2000 MAIN STREET
HUNTINGTON BEACH,CA 92648
Re: Marketing Consent
Ladies and Gentlemen:
From time to time, JPMORGAN CHASE BANK, N.A. ("JPMorgan") may wish to, at its sole
expense, include your company in its marketing efforts by publishing tombstones, including your
company's name and logo in advertising, and otherwise giving publicity to your company and your
transactions with JPMORGAN CHASE BANK,N.A.. By signing below, you authorize JPMorgan to do
so without any prior approval by you and such authorization will remain in effect unless you notify
JPMorgan in writing that it is revoked. Should,you fail to return this letter to JPMorgan, JPMorgan will
assume that you have not given your authorization and JPMorgan must obtain your prior written consent
to include your company in its marketing efforts.
Very Truly Yours,
JPMORGAN CHASE BANK,N.A.
By:
Name:Kerry Aim tygler
Title: Authorized Officer
Accepted and agreed to as of
the date first written above by:
APPROVED AS TO FORM
CITY OF HUNTINGTON BEACH
By: ��7
MIGHAEL E.GATES tiq
CITY ATTORNE',
By: CITY OF HUNTINGTON BEACH
Name:
Title:
Page 1_of l
470
;� -- CITY OF HUNTINGTON BEACH
Mike Vigliotta
OFFICE
c Chief Assistant City Attorney
9SR of the Steven F.Pomeroy
,++. ,54 t Community Prosecutor
C°UN-TkiCITY ATTORNEY
''' ►r'''� Nadin S.Said
Sr.Deputy City Attorney
P.O.Box 190 Ryan E.Lumm
Michael E. Gates 2000 Main Street Sr.Deputy City Attorney
City Attorney Huntington Beach,California 92648
Lauren L.Rose
Telephone: (714)536-5555 Deputy City Attorney
Facsimile: (714)374-1590
April 24,2023
Lessee: CITY OF HUNTINGTON BEACH
Lessor: JPMORGAN CHASE BANK,N.A.
Re: Lease Schedule No. 1000149561 dated May 5, 2023 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 May 5,2023 relating to the foregoing.
Dear: Sir/Madam:
I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda,
the Master Lease-Purchase Agreement and its Addenda, and all other agreements
described above or related thereto (collectively, the "Agreements") and various related
matters, and in this capacity have reviewed a duplicate original or certified copy of
the Agreements and such other documents as I have deemed necessary for the
purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of CA (the "State") duly organized,.
existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the
Agreements, and to carry out its obligations thereunder and the transactions
contemplated thereby.
3. The Agreements and all other documents related thereto have been duly
authorized, approved and executed by and on behalf of Lessee, and each of the
Agreements is a valid and binding contract of Lessee enforceable in accordance with
its terms, except to. the extent limited by State and Federal laws affecting creditor's
remedies and by bankruptcy, reorganization or other laws of general application
relating to or affecting the enforcement of creditors'rights.
4. The authorization, approval and execution of the Agreements and all other
proceedings of Lessee relating to the transactions contemplated thereby have been
307962/23-12786
471
Re: Lease Schedule No. 1000149561
April 24,2023
Page 2
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,
L E. GATES
ty Attorney
MG:mh
472
City of Huntington Beach-3.837%
Rate 3.837%
starting debt remaining
Date balance takedowns service interest principal balance
5/5/2023 - 7,742,143.00 - - - 7,742,143.00
5/5/2024 7,742,143.00 - 1,282,156.44 297,066.03 985,090.41 6,757,052.59
5/5/2025 6,757,052.59 - 1,282,156.44 259,268.11 1,022,888.33 5,734,164.26
5/5/2026 5,734,164.26 - 1,282,156.44 220,019.88 1,062,136.56 4,672,027.70
5/5/2027 4,672,027.70 - 1,282,156.44 179,265.70 1,102,890.74 3,569,136.96
5/5/2028 3,569,136.96 - 1,282,156.44 136,947.79 1,145,208.65 2,423,928.31
5/5/2029 2,423,928.31 - 1,282,156.44 93,006.13 1,189,150.31 1,234,778.00
5/5/2030 1,234,778.00 - 1,282,156.44 47,378.44 1,234,778.00 -
Total 7,742,143.00 8,975,095.08 1,232,952.08 7,742,143.00
473
CHASTE !
MASTER LEASE-PURCHASE AGREEMENT
Dated As of: FEBRUARY 5,2016
Lessee: CITY OF HUNTINGTON BEACH
This Master Lease-Purchase Agreement together with all addenda,riders and attachments hereto,;as the same may from time to time
be amended,modified or supplemented("Master Lease")is made and entered by and between JPMORGAN CHASE BANK,N.A.
("Lessor")and the lessee identified above("Lessee").
1.LEASE OF EQUIPMENT.Subject to the terms and conditions of this Master Lease,Lessor agrees to lease to Lessee,and Lessee
agrees to lease from Lessor,all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
2. CERTAIN DEFINITIONS..All terms defined in the Lease are equally applicable to both the singular and plural form of such
terms. (a) "Schedule" means each 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.(c)
"Equipment" means the property described in each Schedule, together with all attachments, additions, accessions,parts, repairs,
improvements,replacements and substitutions thereto.(d)"Lien"means any security interest,lien,mortgage,pledge,encumbrance,
judgment,execution,attachment,warrant,writ,levy,other judicial process or claim of any nature whatsoever by or of any person.
3.LEASE TERM.The term of the lease of the Equipment described in each Lease("'Lease Term")commences on the first date any
of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and,
unless earlier terminated as expressly provided in the.Lease, continues until Lessees payment and performance in full of all of
Lessee's obligations under the Lease.
4.RENT PAYMENTS.
4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the
Payment Schedule attached to the Schedule("Rent Payments").A portion of each Rent Payment,is paid as and represents the payment
of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest
therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule;provided, that no Rent Payment is due until
Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement.Rent Payments will be payable for the
Lease Term in U.S.dollars,without notice'or demand at the office of Lessor(or such other place as Lessor may designate from time to
time in writing).
4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on
demand as a late charge five.per cent(5%).ofsuch overdue amount,limited,however,to the maximum amount"allowed by law.
4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6, THE OBLIGATION TO PAY RENT PAYMENTS
UNDER.EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE;SUBJECT
TO ANY SETOFF,DEFENSE,COUNTERCLAIM,ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5.DELIVERY;ACCEPTANCE;FUNDING CONDITIONS. '
5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the
Schedule("Location")by Equipment suppliers("Suppliers")selected by Lessee.Lessee shall pay all costs related thereto.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational.Lessee shall evidence its acceptance of
any Equipment by signing and delivering to Lessor the applicable Schedule.If Lessee 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.
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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);(f)all representations of
Lessee in the Lease remain true,accurate and complete;and(g)Lessor has received all of the following documents,which shall be
reasonably satisfactory,in form and substance,to Lessor(1)evidence of insurance coverage required by the Lease;(2)an opinion of
Lessee's counsel;(3)reasonably detailed invoices for the Equipment;(4)Uniform Commercial Code(UCC)financing statements;(5)
copies of resolutions by Lessee's governing body authorizing the Lease and incumbency certificates for the person(s)who will sign the
Lease; (6)such documents and certificates relating to the tax-exempt interest payable under the Lease(including,without limitation,
IRS Form 8038E 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 Term as scheduled in the applicable Payment Schedule if funds are
appropriated for the Rent Payments in each succeeding fiscal year by its governing body.Without contractually committing itself to
do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be
appropriated therefor. Lessee directs the person in charge of its budget requests to include the Rent Payments payable during each
fiscal year in the budget request presented to Lessee's governing body for such fiscal year provided,that Lessee's governing body
retains authority to approve or reject any such budget request.All Rent Payments shall be payable out of the general funds of Lessee
or out of other funds legally appropriated therefor.Lessor agrees that no Lease will be a general obligation of Lessee and no Lease
shall constitute a pledge of either the full faith and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments
due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation Event" shall be:
deemed to have occurred. If a Non-Appropriation Event occurs,.then: (a) Lessee shall give Lessor immediate notice of such Non-
Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date,Lessee shall
return to Lessor all,but not less than all,of the Equipment covered by the affected Lease,at Lessees sole expense,in accordance with
Section 21 hereof and(c)the affected Lease shall terminate on the Return Date without penalty to Lessee,provided,that Lessee shall
pay all Rent Payments and other amounts payable under the affected Lease for which funds have been appropriated,provided further,
that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to
return the Equipment under this Section 6.2."Return Date"means the last day of the fiscal year for which appropriations were made
for the Rent Payments due under a.Lease.
7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO.
THE VALUE, DESIGN, CONDITION,USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and
during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied,
applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such
warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with
Lessee's specifications from Suppliers selected by Lessee,(b)Lessor is not a manufacturer or dealer of any Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or
Supplier's product warranties or guaranties,(d)no manufacturer or Supplier or any representative of said parties is an agent of Lessor,
and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said
parties shall not be binding upon Lessor.
8.TITLE;SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under a,Lease,title to the Equipment shall vest in Lessee,subject to.Lessor's
security interest therein and all of Lessor's other rights under:such Lease including,without limitation,Sections 6,20 and 21 hereof.
8.2 As collateral security for the Secured Obligations,Lessee hereby grants.to Lessor a first priority security interest in any
and all of the Equipment(now existing or hereafter acquired)and any and all proceeds thereof.Lessee agrees to execute and deliver to
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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 Payment's 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 affixed 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 parts or other devices when required to so maintain the Equipment
or when required by applicable law or regulation,which parts or devices shall automatically become part of the Equipment; and(b)
use and operate all.Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was
designed in accordance with the manufacturer's warranty requirements;and(c)comply with all laws and regulations relating to the
Equipment If any Equipment is customarily covered by a maintenance agreement,Lessee will furnish Lessor with a maintenance
agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by
Lessor. Lessee will not make any alterations,additions or improvements("Improvements")to any Equipment without Lessor's prior
written consent unless the Improvements may be readily removed without damage to the operation,value or utility of such Equipment,
but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the
Equipment.
11.LOCATION;INSPECTION.Equipment will not be removed from,or if Equipment is rolling stock its permanent base will not
be changed from,the Location without Lessor's prior written consent which,will not be unreasonably withheld. Upon reasonable
notice to Lessee,Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.
12.LIENS,SUBLEASES AND TAXES.
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease.Lessee shall not
sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership,
Iease,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 are not based on the net income of Lessor,whether they are assessed to.
or payable by Lessee or Lessor,including,without limitation(a)sales,use,excise,licensing,registration,titling,gross receipts,stamp
and personal property taxes,and(b)interest,penalties or fines on any of the foregoing.
13.RISK OF LOSS.
13.1 Lessee bears the entire risk of loss,theft,damage or destruction of any Equipment in whole or in part from any reason
whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent
Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's
obligations under this.Section 13.
13.2 If a Casualty Loss occurs to any Equipment,Lessee shall immediately notify Lessor of the same and Lessee shall,unless
otherwise directed by Lessor,immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair("Lost Equipment"),then
Lessee shall either (a)immediately replace the Lost Equipment with similar equipment in good repair,condition and working order
free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment shall automatically be Equipment
under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or bill of sale covering the replacement
equipment; or(b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent Payment date(the "Loss Payment Due
Date"),pay Lessor(i)all amounts owed by Lessee under the applicable Lease,including the Rent Payments due on or accrued through
such date plus(ii)an amount equal to the Termination Value as of the Rent Payment date(or if the Casualty Loss payment is due
between Rent Payment dates,then as of the Rent Payment date preceding the date that the Casualty Loss payment is due)set forth in
the Payment Schedule to the applicable Lease plus(iii) a Break Funding Charge.If Lessee is making such payment with respect to
less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and
Termination Value to be paid by Lessee with respect to the.Lost Equipment and a-revised Payment Schedule."Break Funding Charge"
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means the sum of the differences between(i)each scheduled interest payment which would have been made on the Termination Value
if such Casualty Loss payment had not occurred and(ii)the corresponding fixed-rate interest payment which would be received under
an interest rate swap which the Lender shall be deemed to have entered into as of the Loss.Payment Due Date(the "Replacement
Swap")covering its payment obligations under an interest rate swap which the Lessor shall be deemed to have entered into when the
Lease was originally funded,with each such difference discounted to a present value as of the date of payment using the,fixed interest
rate of the Replacement Swap,as the applicable discount rate;the Lessee acknowledges that the Lessor might not fund or hedge its
fixed-rate loan portfolio or any prepayment thereof on a loan-by-loan basis at all times;and agrees that the foregoing is a reasonable
and appropriate method of calculating liquidated damages for any prepayment irrespective of whether any of the foregoing hedging
transactions have in fact occurred or occurred precisely as stated with respect to the Lease;.all calculations and determinations by the
Lessor of the amounts payable pursuant to the preceding provisions or of any element thereof,if made in accordance with its then
standard procedures for so calculating or determining such amounts,shall be conclusive absent manifest arithmetic error.
13.4 Lessee shall bear the risk of loss for, shall pay directly,and shall defend Lessor against any and all claims,liabilities,
proceedings, actions,expenses(including reasonable attorney'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 pay for, any claims, liabilities; proceedings,
actions;expenses(including attorney's fees),damages or losses which arise directly from events occurring after any Equipment has
been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross
negligence or willful misconduct of Lessor.
14.INSURANCE.
14.I (a)Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not
less than the Termination Value of the Equipment.Proceeds of any such insurance covering damage or loss of any Equipment shall be
payable to Lessor as lender loss payee. (b)Lessee at its sole expense shall at all times carry public liability and third party property
damage insurance in amounts reasonably satisfactory to.Lessor protecting Lessee and Lessor from liabilities for injuries to persons and
damage to property of others relating in any way to any Equipment.Proceeds of any such public liability or property insurance shall
be payable first to.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 PREPAYMENT:Lessee shall not be permitted to prepay the Rent Payments or any other obligation under a Lease in whole
or in part.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
represents and warrants to Lessor that (a) Lessee has full power,authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease,and all such actions have been duly authorized by appropriate findings and actions of Lessees
governing body;(b)the Lease has been duly executed and delivered by Lessee and constitutes a legal,valid and binding obligation of
Lessee,enforceable in accordance,with its terms;(c)the Lease is authorized under,and the authorization,execution and delivery of
the Lease complies with,all applicable federal,state and local laws and regulations(including,but not limited to,all open meeting,
public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and
performance by Lessee of its obligations under the Lease will not result in a breach or violation of,nor constitute a default under,any
agreement,lease or other instrument to which Lessee is a party or by which Lessees properties may be bound or affected;(e)there is
no pending,or to the best of Lessee's knowledge threatened,litigation of any nature which may have a material adverse effect on
Lessee's ability to perform its obligations under the Lease;and(f)Lessee is a state,or a political subdivision thereof as referred to in
Section 103 of the Code,and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a
political subdivision thereof
17.TAX COVENANTS.
17.1 Lessee hereby covenants and agrees that: (a)Lessee shall comply with all of the requirements of Section 149(a)and
Section 149(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 8038G.or 8038GC,as the case may be and any other information statements reasonably
requested by Lessor;(b)Lessee shall not do(or cause to be done)any act which will cause,or by omission of any act allow,any Lease
to be an"arbitrage bond"within the meaning of Section 148(a)of the Code or any Lease to be a"private activity bond"within the
meaning of Section 141(a)of the Code;and(c)Lessee shall not do(or cause to be done)any act which will cause,or by omission of
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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 tax
purposes.
18.ASSIGNMENT.
18.1 Lessee shall not assign,transfer,pledge,hypothecate,nor grant any Lien on,nor otherwise dispose of,any Lease or any
Equipment or any interest in any Lease or Equipment.
18.2 Lessor may assign its rights,title and interest in and to any Lease or any Equipment, and/or may grant or assign a
security interest in any Lease and its Equipment,in whole or in part,to any party at any time.Any such assignee or lienholder(an
"Assignee")shall have all of the rights of Lessor under the applicable.Lease. LESSEE AGREES NOT TO ASSERT AGAINST
ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR.Unless otherwise agreed by Lessee in writing,any
such assignment transaction shall not release Lessor from any of Lessor's obligations under the.applicable Lease.An assignment or
reassignment of any of Lessor's right,title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee
receives a written notice of assignment which discloses the name and address of each such Assignee,provided,that such notice from
Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMORGAN CHASE& CO. or any of its
direct or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to
comply with Section 149(a);of the Code and for such purpose,Lessee hereby appoints Lessor(or Lessor's designee)as the book entry
and registration agent to keep a complete and accurate record of any and all assignments of any Lease.Lessee agrees to acknowledge
in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that:(a)the term Secured Obligations as used in Section 8.3 hereof is hereby
amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under
any Non=Assigned Leases; (b).said Assignee shall have-no.Lien on, nor any claim to, nor any interest of any kind in, any Non-
Assigned Lease.or.any Equipment covered by any Non-Assigned Lease; and (c) Assignee shall exercise its rights, benefits and
remedies as the assignee of Lessor(including, without limitation,the remedies under Section 20 of the Master Lease) solely with
respect to the Assigned Leases:"Assigned Leases"means only those Leases which have been assigned to a single Assignee pursuant
to a written agreement;and"Non-Assigned Leases"means all Leases excluding the.Assigned Leases.
18.4 Subject to the foregoing,each Lease inures to the benefit of and is binding upon the heirs,executors,administrators,
successors and assigns of the parties hereto.
19.EVENTS OF DEFAULT.For each Lease,"Event of Default"means the occurrence of 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 part of its assets,or a petition for relief is filed.by Lessee under any federal
or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or
similar law is filed against Lessee and is not dismissed within sixty(60)days thereafter;or(f)Lessee shall be in default under any
other Lease or under any other financing agreement executed at 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:
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(a)Lessor may require Lessee to pay(and Lessee agrees that it shall pay)all amounts then currently due under all Leases and
all remaining Rent Payments due under all Leases during the fiscal year in effect when.the:Event of Default occurs together with
interest on such amounts at the rate of twelve percent(12%)per annum(but not to exceed the highest rate permitted by applicable
law)from the date of Lessor's demand for such payment;
(b)Lessor may require Lessee to promptly return all Equipment under all or any of.the Leases to Lessor in the manner set
forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option,enter upon the premises
where any Equipment is located and repossess any Equipment without demand or notice,without any court order or other process of
law and without liability for any 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 part,in one or
more public or private transactions,and if Lessor so disposes of any Equipment,then Lessor shall retain the entire proceeds of such
disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the
applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and
under clause(f j below of this Section,then such"excess amount shall be remitted by Lessor to Lessee;
(d)Lessor may terminate,cancel or rescind anyLease 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 Lessees obligations under any Lease;and/or
(f)Lessor may require Lessee to pay(and Lessee agrees that it shall pay)all out-of-pocket costs and expenses incurred by
Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section;including, without
limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage,repair,reconditioning or
disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to.Lessor. Lessor's
exercise of one or more remedies shall not preclude its exercise of,any other remedy. No delay or failure on the part of Lessor to.
exercise any remedy under any Lease shall operate as a waiver thereof,nor as an acquiescence in any default,nor shall any single or
partial exercise of any remedy preclude any other exercise"thereof or the exercise of any other remedy.
21.RETURN OF EQUIPMENT.If Lessor is entitled under the provisions of any Lease,including any termination thereof pursuant
to Sections 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 Lessor's Lien)and shall comply with all applicable laws and regulations.Until Equipment is returned as required above,
all terms of the applicable Lease shall remain in full force and effect including,without limitation,obligations to pay Rent Payments.
and to insure the Equipment.Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence
the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such
Equipment.
22.LAW GOVERNING.Each 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 1111 Polaris Parkway,Suite 3A—OHI-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.
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479
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"Lessor's Original"if there are multiple counterparts of said Schedule.
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits, schedules and addenda
attached thereto and made a part hereof and other attachments thereto constitute the entire agreement between the parties with respect.
to the lease of the Equipment covered thereby; and such Lease shall not be modified,amended,:altered,or changed except with the
written consent of Lessee and Lessor.Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of
such prohibition:without invalidating the remainder of the Lease.
28. WAIVER.OF IMMUNITY.Lessee hereby expressly and irrevocably waives any immunity(including sovereign; crown or
similar immunity) and any defenses based thereon from any suit,action or proceeding or from any legal process (whether through
service of notice,attachment prior to judgment,attachment in aid of execution,execution,exercise of contempt powers,or otherwise)
in any forum with respect to this Master Lease, any Lease and the transactions contemplated hereby and thereby. Lessor shall have
and be entitled to all available legal and equitable remedies, including the right to specific performance, money damages, and
injunctive and declaratory,relief.
JURY WAIVER ALL PARTIES TO THIS MASTER LEASE WAIVE ALL RIGHTS TO TRIAL BY.JURY IN ANY
ACTION,PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY
MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS
MASTER LEASE AND ANY LEASE.
CITY OF HU T N BEACH JPMORGAN CHASE ANK:N.A.
(Lessee) (Lessor) T .r'
By: By
Title: M"~''t"ci Title:Authorized Officer
APPROVED AS TO FORM
By:
Michael Gates,City Attorney
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480
Sales Quote
Fire Equipment Inc.
12328 Lower Azusa Road April 14, 2023
Arcadia, California 91006
Phone 626-652-0900 Fax 626-652-0920
To: Huntington Beach FD
Attn: Captain Sean Haynes
E-Mail: shaynes@surfcity-hb.org Days ".
Per your request,we are pleased to quote on the following.
Qty Unit Description Price Extension
112 Ea Scott- p/n X8815025305304/Air-Pak X3-PRO (2018)SCBA $6,517.85 $729,999.20
with CGA, Parachute Buckle Harness, 5500 psig,Standard
Harness, E-Z Flo Regulator with Quick Connect Hose and Rectus
Fitting, Universal UEBSS with Rectus Fitting,RIC/UAC
Connections (Less Spare Harness, Escape Rope,Cylinder,
Mask.Amplifier&Case)
10 Ea Scott-p/n X8815025305H04/Air-Pak X3-PRO-HAZMAT $6,585.96 $65,859.60
(2018)-Air-Pak X3 Pro SCBA with CGA, Parachute Buckle
Harness, 5500 psig,Standard Harness, E-Z Flo Regulator with
Quick Connect Hose and Rectus Fitting, Universal UEBSS, SEMS
II Pro Hazmat, RIC/UAC Connections(Less Spare Harness,
Escape Rope,Cylinder, Mask,Amplifier&Case)
224 Ea Scott-p/n 200969-01/Cylinder, 5500 psig,45 Minute with $664.20 $148,780.80
CGA Valve Assembly
30 Ea Scott-p/n 200972-01/Cylinder, 5500 psig, 60 Minute with $737.38 $22,121.40
CGA Valve Assembly
112 Ea Scott-p/n 31003989/QD, MALE, CHECKED, UEBSS $173.69 $19,453.28
112 Ea Scott- p/n 10012129/QD, FEMALE, CHECK*KB* $167.21 $18,727.52
481
Page 1 of 2
112 Ea Scott-p/n 31004304/PACK PREFORMED-.078W X.468ID $7.47 $836.64
112 Ea Scott-p/n 10008912/PACKING, PREFORMED $2.06 $230.72
112 Lot Parker-6-5-G5HG5-S /Adapter,#5 SAE female x#6 SAE $35.00 $3,920.00
female,steel, 1.26" over all length.
Terms: Net 30
FOB: Destination (Free Shipping)
Delivery: 14-16 Weeks ARO or Sooner
Subtotal $1,009,929.16
7.750% $78,269.51
Rene Reyes S& H $0.00
rener@allstarfire.com Total $1,088,198.67
•
482
Page 2 of 2
tz, " .7` CITY OF HUNTINGTON BEACH
., Sole-Source Justification
=aa
„., (For use on all goods and services acquisitions.)
This justification document consists of two(2)pages. All information must be provided and all questions must be answered. The"Required
Approvals"section must include a date for each signature,as appropriate for the transaction.
Requesting Department Information`
Date: April 26, 2023
Requestor Name: Tim Andre,Jeff Lopez, Marty Division Manager: Scott Haberle
Ortiz, Sean Haynes, Bonnie To (Type names. Do not sign.)
Department: Fire Department Head: Scott.Haberle
(Type names. Do not sign: Must be same as signature below.)
_ ; Department Contact Information ..
Contact Name: Scott Haberle. Street Address: 2000 Main Street, Huntington Beach, CA
Telephone: (714) 536-5411 90012
Fax: (714) 374-1551 Shipping Address: 2000 Main Street, Huntington Beach,
Cellular phone: (714) 536-5411 CA 90012
Re uired`ContactFInformation. _
Contractor/Supplier Name: AllStar Fire Equipment, Inc.
Contractor/Supplier Address: 12328 Lower Azusa Rd
Contractor/Supplier City/State/Zip: Arcadia, CA 91006
Original Contract Amount:* Amendment Amount:*(if applicable) New Contract Amount:*
$1,088,198.67 $0 $$1,088,198.67
(*Includes original contract and previously (*Includes original contract and all amendments,
approved amendments) (*Current amendment only) including current amendment)
Provide a brief description of the acquisition, including all goods and/or services the contractor will provide:
112 SCBA sets (Air-Pak X3-PRO(2018) SCBA with CGA, Parachute Buckle Harness, 5500 psig)and related accessories
such as cylinders and adapters.
Contract Type.and Term " .
Contract Type: Contract Term: What account number will be used to purchase?
Select One: ® Goods Begin: Business Unit:
❑ Service
❑ Goods&Services End: Object Code:
Required Approvals
separtment Head Finpfce Manager-Budget Chief Financial Officer Assistant City Manager
U Approved 0 Denied 4AJ
- prov d 0 Denied E l Approved 0 Denied 1 i Approved ❑Denied
l5
i/gnature Signature Sig ature
14/a 31
23 I//1-"7f 2.07.' 124, Signature
Date Date Date 14(Z7I 7,61L3
Date
(Transactions exceeding 850,000
must be approved by City Council)
483
1
CITY OF HUNTINGTON BEACH
Sole Source Justification
.' (For use on all goods and services acquisitions.)
Complete responses must be provided for all of the following items.
A. THE GOOD/SERVICE REQUESTED IS RESTRICTED TO ONE SUPPLIER FOR THE REASONS STATED
BELOW:
1. Why is the acquisition restricted to this goods/services/supplier?
(Explain why the acquisition cannot be competitively bid.)
Fire Departments from across Orange County utilize SCBAs manufactured by Scott.The Huntington
Beach Fire Department provides automatic aid to our surrounding cities and also recieves emergency
response support from our neighbors.Maintaining consistency in equipment cache across city borders
assures the safety and protection of our responding crews regardless of the jurisdiction.The SCBA could
be considered one of the most critical pieces of equipment for facilitating mitigation and rescue in
environments that require respiratory protection(Fire suppression,hazardous materials,confined
spaces,etc).The ability to troubleshoot and operate confidently in hazardous environments are enhanced
by the use of the Scott products across the county.This advantage of familiarity and consistency cannot
be understated. Long standing Operational Guidelines have been established and practiced succosfully
throughout the county based upon the propietary features of the Scott product.Therefore,Huntington
Beach Fire Department Is requesting the acquisition of the 3M Scott Air-Pak X3-PRO(2018)SCBA with
CGA, Parachute Buckle Harness and related accessories,5500 psig("Scott 5500 model").
2. Provide the background of events leading to this acquisition.
The current EBSS(Emergency Breathing Support System)that is used for firefighter rescue and"buddy
breathing"has been changed to meet the new standards. The new standard utilized the UBESS
(Universal Breathing Emergency Support System). These two systems are not compatible due to the
requirement of a universal fitting that all new air-packs are required to have. Having a difference in EBSS
and UBESS creates a safety concern where our department would not be able to supply air in an
emergency to any other department that has a newer version air-pack and vice versa.
Our current air packs are approximately 12 years old and are within the standards of NFPA 1981
(Standard on Open-Circuit Self-Contained Breathing Apparatus for Emergency Services)and NFPA 1982
(Standard on Personal Alert Safety Systems). The standards were updated in 2018 to reflect an
improvement on fire-ground safety,accountability, and the rules of air management. With these updates
all air-packs manufactured from 2018 to present are to have a universal PASS(Personal Alert Safety
System)whereas all air-packs will have a standardized alarm sound for personal safety and better
locating abilities.
The Scott 5500 model is lighter and can help prevent Injuries as it is more ergonomic.The newer air-
packs have removable straps for proper decontamination.The decontamination process is a vital process
in our cancer prevention. Lastly,the weight of the newer air pack is less,reducing fatigue,back and
shoulder injuries,and workers comp claims
The Scott model covers lifetime warranty,which would save money with services that are needed with
SCBAs.
3. Describe the uniqueness of the acquisition(why was the good/service/supplier chosen?).
The NFPA standards covering SCBA's has changed the way the HBFD utilizes the Rules of Air
Management. The previous 2013 standard used the rule of quarters. One quarter of the air to reach the
objective,one quarter to work, one quarter to exit,and one quarter for emergency use only. NFPA has
updated this to the rule of thirds. One third of the air supply to reach the objective and work,one third to
exit,and one third for emergency use. Our current air pack alarm will sound at M of the air remaining
2
484
•
where the 2018 version will alarm at 113 of the remaining air. This NFPA standard is in place to increase
firefighter safety and accountability.
In addition,5500 model may function more effectively.For example,during a possible may day,there
could be a better balance between safety and mobility.An entrapped firefighter could better fit through
openings of enclosed spaces,and operate tools with greater mobility. Newport Beach Fire Department
also has the Scott 5500 model.
4. What are the consequences of not purchasing the goodslservices or contracting with the proposed
supplier?
Huntington Beach Fire Department has used a Scott model for at least 30 years.All of the department's
existing face pieces are compatable with the Scott 5500 model.
Current SCBAs are out of warranty and HBFD would need to currently spend approximately$50,000 for
repair and flow test costs to keep the current devices serviceable.
Equipment familiarity is important during an emergency on the fire ground when muscle memory is
essential to survival.If HBFD did not choose a Scott model,then there would be extended time periods
needed in order to train current personnel to operational level.
Alistar and MES are authorized to sell this Scott model to HBFD.A consequence of not choosing Alistar
would be a higher price because,per the attached letter from 3M,"...AIIStar Fire Equipment,Inc.Is an
Authorized Distributor and 5-Star Authorized Service Center for 3M Scott Fire&Safety products.They are
the Dealer of Record for Huntington Beach Fire Department for 3M Scott SCBAs.AllStar's special pricing
for Huntington Beach Fire Department's purchase of SCBAs and supportive equipment is exclusive only
to AIIStar Fire Equipment, Inc.,and they are the only Authorized Dealer of 3M Scott SCBAs currently
allowed to extend this offer to Huntington Beach Fire Department."
5. What market research was conducted to substantiate no competition, including evaluation of other items
considered?
(Provide a narrative of your efforts to identify other similar or appropriate goods/services,including a summary of how the department
concluded that such alternatives are either Inappropriate or unavailable. The names and addresses of suppliers contacted and the reasons
for not considering them must be included OR an explanation of why the survey or effort to Identify other goods/services was not performed.)
HBFD has used the Scott 4500 model for multiple years and sees great benefit in the lower profile 5500
model since it will provide greater mobility and overall safety.
HBFD was notified of California state pricing with AIIStar for the Scott 4500 model,but the Scott 4500
model is not the target model for HBFD.
The Scott model was also chosen due to consistency with other agencies in the region,specifically in
Orange County for Rapid Intervention Crew(RIC)and survival operations.
B. PRICE ANALYSIS
1. How was the price offered determined to be fair and reasonable?
(Explain what the basis was for comparison and include cost analyses as applicable.)
Per the attached letter from 3M:
3
485
"...AllStar Fire Equipment, Inc.is an Authorized Distributor and 5-Star Authorized Service Center for 3M •
Scott Fire&Safety products.They are the Dealer of Record for Huntington Beach Fire Department for 3M
Scott SCBAs.AllStar's special pricing for Huntington.Beach Fire Department's purchase of SCBAs and
supportive equipment is exclusive only to AllSter Fire Equipment,Inc.,and they are the only Authorized
Dealer of 3M Scott SCBAs currently allowed to extend this offer to Huntington Beach Fire Department."
2. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier.
AliStar offered a quote with special pricing that equated to$1,088,198.67.The AliStar estimated budgetary
quote without the special pricing equated to$1,434,550.38.Therefore,there is a fiscal advantage of
$346,351.71 by purchasing the Scott 5500 model rather than another supplier for the Scott 5500 model.
By staying with the Scott model,currently owned face pieces can still be utilized without buying a new
model of face pieces to fit with a different brand of SCBA.This equates to approximately$133,182,which
is composed of 126 sets of the following: $345 per face mask,$71 ARP adapters,CBRNE canister$62,
$579 voice amplifier($1,057 x 126 sets).
Remit completed form to: City of Huntington Beach—Purchasing Division
2000 Main Street,Huntington Beach,CA 92648.2702
4
486
Personal Ss fcty Division
3M Scott Fire&Safety
4320 Goldmine Road April 26,2023
Monroe,NC 28110,USA
Phone 800 AIR-PAKS Huntington Beach Fire Department
800 247 7257 18311 Gothard Street
Web www.3MScott.corn Huntington Beach,CA 92648
Corporate Office United States
31v1 Center,3vildin3 220-4N-03 Attn: Bonnie To
St.Paul,MN 551 44-1 000,USA
Phone 800 367 f1309 Re: AllStar Fire Equipment,Inc.Dealer of Record Letter
Web vwv+.3M.com/WorkerSofety
Dear Ms.To:
I am writing to confirm that AliStar Fire Equipment,Inc.is an Authorized Distributor and 5-Star
Authorized Service Center for 3M Scott Fire&Safety products. They are the Dealer of Record for
Huntington Beach Fire Department for 3M Scott SCBAs. AllStar's special pricing for Huntington Beach
Fire Department's purchase of SCBAs and supportive equipment is exclusive only to AllStar Fire
Equipment,Inc.,and they are the only Authorized Dealer of 3M Scott SCBAs currently allowed to
extend this offer to Huntington Beach Fire Department.
Please feel free to contact us if you have any further questions. We thank you for your business and
continued interest in 3M Scott Fire&Safety products.
Sincerely,
Sf+ Ho.kk,ki
Steve blanks
SCBA&Fire Specialist/Regional Sales Manager
3M Scott Fire&Safety
sahanksPnimm.com
(858) 226-7420
487
��U��� ����*��
Fire Equipment Inc.
Sales Quote
1Z3J8 Lower Azusa Road Apri| l4, 20I3
Arcadia, California 91OOG
Phone6ZG-GS2-O9OO Fax626-6S2'O9IU
To: Huntington Beach FD
Attn: Captain Sean Haynes
E'K8ai|: sheynaS@eudtih+hb.orQ
Per your request,we are pleased to quote on the following.
Cty Unit Description Price Extension
llZ Ea Scott-p/nXDQ15O253O53O4/Air-Pak X3-PRO(ZO1O)S[BA $6,517.85 $729,999.20
with CG/, Parachute Buckle Harness,SSD0psig,Standard
Harness, E'Z Flo Regulator with Quick Connect Hose and Rectus
Fitting, Universal UE835with Rectus Fit t(ng, RI[/UA[
Connections(Less Spare Harness, Escape Rope,Cylinder,
Mask.Amplifier 8&Case)
10 Ea Scot -p/nX88ISO2S3OSHO4/Air-Pak%3-PRO-HAZKqAT $6,585.96 $65,859.60
(2O18) -Air-Pak X3 Pro SC8A with C6A^ Parachute Buckle
Harness, 5SOOpsiQ,Standard Harness, E'Z Flo Regulator with
Quick Connect Hose and Rectus Fitting, Universal UE8SS,SEK05
|| Pro Haznmat, R|[/UAC[onnections (Lass Spare Harness,
Escape Rope,Cy|inder. Mask,Amplifier Q'Case)
224 Ea Scott'p/n2OO9G9'U1/Cylinder,55OOpyig,45 Minute with $664.20 $148,780.80
CGA Valve Assembly
30 Ea Scott-p/n2QO972-U1/Cylinder, 5SDDpdg,6O Minute with $737.38 $22,121.40
CGA Valve Assembly
112 Ea Scott-p/n31003389/QO, MALE, CHECKED, UEB5S $173.68 $19,453.28
112 Ea Scott'p/nlOO11l29/CLD, FEMALE, CHECK*K8* $167.I1 $18,727.52
Page zofz
112 Ea Scott-p/n 31004304/PACK PREFORMED-.078W X.468ID $7.47 $836.64
112 Ea Scott-p/n 10008912/PACKING,PREFORMED $2.06 $230.72
112 Lot Parker-6-5-G5HG5-S /Adapter,#5 SAE female x#6 SAE $35.00 $3,920.00
female,steel, 1.26"over all length.
Terms: Net 30
FOB: Destination (Free Shipping)
Delivery: 14-16 Weeks ARO or Sooner
Subtotal $1,009,929.16
7.750% $78,269.51
Rene Reyes S&H $0.00
rener@allstarfire.com Total $1,088,198.67
Page 2 of 2
489
rusenhauer
Firefighting Technology
April 12, 2023
Deputy Chief Eric McCoy
Huntington Beach Fire Department
2000 Main St
Huntington Beach, Ca 92648
Chief McCoy
On behalf of Rosenbauer America and Velocity Fire Equipment,thank you for allowing us to provide this
Sourcewell proposal for the purchase of one(1)2023 Rosenbauer tractor drawn 100 foot aerial quint and
two(2) 2023 Rosenbauer Commander custom chassis triple combination pumpers.
The total contract price for all three apparatus is listed below and includes a prepay discount, delivery
FOB Huntington Beach, all training as well as a 100% performance bond. Delivery of the completed
apparatus will be two (2) years from receipt of signed approval to proceed after the pre-construction
conference.
Two (2) pumpers $2,288,508.00
One TDA Quint $2,029,803.00
Sub total $4,318,311.00
Prepay discount $71,136.22
Subtotal $4,247,174.78
Sales Tax @7.75% $329,156.05
Total contract price $4,576,330.83
We look forward to working with you and your team on this project.
Respectfully,
"Robert Wirtz,
Robert Wirtz;Sales Engineer
Velocity Fire Equipment/Rosenbauer America
13800 Valley Blvd.
Fontana, CA 92335
570-578-7965
rwirtz@vvgtruck.com
'-VELOaW
FME EQUIPMENT SALES
490
A / !� /� U w 1
'SIR A .1 vIv , ■v vv In C.
150 North Star Drive /PO Box 1204 / Chehalis, WA 98532 / 360.748.0195 / 800.245.6303 / fax 360.748.0256
HGAC PROPOSAL
April 6t'',2023
Huntington Beach Fire Department
Attn: Cody Jahn
2000 Main Street 5'h Floor
Huntington Beach,CA 92648 ,
Co dy.i ahn(n�surfcity-hb.org
RE: Three(3)2023 North Star 167-1 module ambulances
Braun Northwest is pleased to offer the following proposal which is based upon HGAC Contract
AM10-20:
Three(3)2023 North Star 167-1 ambulances on 2023 Chevrolet 4500 4x2 ambulance prep diesel
chassis based upon NS#3883,4-1"Change Order#3"specifications dated 4-6-23 and"Draft drawings"
dated 3/16/23 with the following modifications:
• Price includes change order#2 and#3
• Pricing is based upon securing(3)2023 Chevy 4500 4x2 diesel chassis
Base Price HGAC CA05 ..$186,451.00
Published/Unpublished options taken $106,408.00
Base Price for North Star 167-1 ambulance $292,859.00
Five Percent Contingency Allowance $ 14,600.00
Multi-Vehicle discount .<$ 1,500.00>
Sub-total for one(1)unit $305,959.00
Sub-total for three(3)units .$917,877.00
Sales Tax based upon 7.75% $ 71,135.47
HGAC Fee $ 1,000.00
Total.F.O.B.Huntington Beach,CA $990,012.47*
Sales tax included
F.O.B.: Huntington Beach, California
Delivery: Approximately 550-580 days ARO,based upon current manufacturing plan and
chassis arrival.
Terms: Ninety percent(90%)payment due upon receipt of vehicle.Balance due in thirty
(30)days.
y i A
C
EMERGENCY VEHICLES www.braunnn.com
*Note:The above pricing includes,travel for 3 persons for pre-build and final inspection.
•*The above pricing is based upon estimated 2023 model year chassis pricing and is subject to change when final pricing is
released by Chevrolet.
*The above pricing is based upon full executed signed proposal received back by May 1s,2023.
Braun Northwest,Inc.is a California dealer(#16055)with insurance information available upon request.
Braun Northwest,Inc.is a Washington dealer(0991-A)with insurance information available upon request.
Res eetfully Submitted by: We agree to accept the above proposal:
Bra n N rthwest,Inc. Huntington Beach FD
. , \.4!\I :), ,,IL,
Tau;i`Mc allum,V.P. Sales Signature Date
4
Date: lb Date
Printed Name Title
TM
cc BG
Enclosures: Specifications,drawings.
492
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•. � E � Purchase and
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tier i �nt�!1(� p. .
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•
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493
Lease Financing
• Several large capital equipment purchases are included in the City's capital equipment
replacement program which are past their recommended useful life
• Fire Engines (2), Aerial Quint Truck (1) , Ambulances (3), and SCBA Units (112)
• Replacement vehicles (14) and Arrow Board Trailers (8)
• Total cost: $7,742,143
• Due to supply-chain issues, the delivery times for these items has lengthened substantially, in
some instances by several years
• Current interest rates are competitive; therefore, staff is recommending financing these
purchases through a seven-year loan at a interest rate not to exceed 3.837%
• Level annual debt service payments of $1,282,157
• Section 6 of City Budget Resolution 2022-28 requires the acquisition of any capital items with
exceed $500,000 by approved by City Council
494
3M Scott Self-Contained Breathing Apparatus
(SCBA) Replacement Units
• The current SCBA units that are used by our firefighters are 12 years old and are currently out
of warranty.
• SCBA units allow firefighters to make entry to smoky environments and hazardous materials
incidents.
• The proposed 3M Scott replacement units contain
safety mechanisms that are compliant with the • „. ;..
most up to date regulations from the National Fire
Protection Association (NFPA) and industry standards
• AliStar is the only dealer in the area authorized to sell
these units in the Orange County area. ' £ � •
• Quote for 112 replacement units is $1 ,088,199.
495
Triple Combination Pumper Engines (2) and
100-foot Aerial Quint Truck
• The current reserve truck was manufactured in 2002 and has reached its 20 year operational
life span.
• Two of our current engines were manufactured in 2005 and are currently in need of
replacement as well.
• Due to industry slowdowns and supply chain issues ��� p�o. , � t * p 1 , t,�l
w ^',a'a`' ' `te r _S 2 it .i -S
the current wait time for an engine is at least 2 years ,x � � , a �4 '` � ,� � ?� -:
and the wait time for a truck company is 3-4 years : k � ;:
� '���n y aA �. m gar #� �` C 7
once a purchase agreement is issued. ,, ,', t „ ' a y = ' ,
,..r.„,. , ,,,,it"4:4;"4' P':*;taki. i.7 it'z', ;:,,,-„'q,'-ii,',,,i;'*;,t,:'':5t'cif-,,,°,.....--'7,, ':,!.,1, 'A I
• 2 Engines $2,425,246 �, ii; �, ,4.. ,,, ` = 6 r �- ,f`-,� ., �. y e
1 Truck $2,151 ,085 FY ?2 �41• ; .,I f
Total Proposal $4,576,331 . �: 14
r e rm- t 1: r axaxn A' ►tykFwa ^�c,
fie„— ;� Ab i—s. 1' g 5? 4:74
vp at " h� �.., 9" it ,-' �1
`�" '�"" ��h:,a ._� a e� Y ce �� rc< -�'` i,�" -,-"1
496
Recommended Actions
• The Authorize the City Manager or designee to purchase 112 3M Scott Self-Contained
Breathing Apparatus (SCBA) Replacement Units in the amount of $1 ,088,199 through a sole
source procurement from AllStar Fire Equipment;
• Approve the purchase of two (2) Triple Combination Pumper Engines in the amount of
$1 ,212,623 each and one (1 ) 100-foot Aerial Quint Truck in the amount of $2,151 ,085 for a
total of $4,576,331 from Rosenbauer America; and,
• Authorize the City Manager or designee to enter into all documents necessary to acquire and
finance the purchase of these items and other vehicles and capital equipment for a total not to
exceed $7,742,143 at an interest rate not to exceed 3.837%.
497
•
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498