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Transmittal - 11/18/2021 MARY BETH THOMPSON Chief Financial Officer ERIN MENDENHALL Mayor DEPARTMENT OF FINANCE 451 SOUTH STATE STREET, ROOM 245 SALT LAKE CITY, UTAH 84114 TEL 801-535-6403 CITY COUNCIL TRANSMITTAL ________________________ Date Received: ___________________ Rachel Otto, Chief of Staff Date sent to Council: ______________ _____________________________________________________________________________ TO: Salt Lake City Council DATE: August 30, 2021 Amy Fowler, Chair FROM: Mary Beth Thompson, Chief Financial Officer___________________________________ SUBJECT: Master Lease Agreement – JPM Chase STAFF CONTACT: Russell Sundquist, Deputy Controller 801-535-6460 DOCUMENT TYPE: Resolution RECOMMENDATION: Adopt BUDGET IMPACT: N/A BACKGROUND/DISCUSSION: We are re-newing the master lease agreement with JPM Chase. While there are currently no obligations under this agreement, The City may enter into lease agreements up to $7M, not to exceed an aggregate of $35M over the five-year term of the agreement. Used by Public Services for managing fleet needs. PUBLIC PROCESS: N/A EXHIBITS: 1. Resolution 2. Municipal Master Lease Agreement rachel otto (Sep 7, 2021 15:24 MDT) 09/13/2021 09/13/2021 1 RESOLUTION NO. _____ OF 2021 Authorizing the approval of a Municipal Master Lease Agreement Salt Lake City Corporation and JP Morgan Chase Bank, N.A. regarding leasing and purchasing services. WHEREAS, the attached Municipal Master Lease Agreement (“Agreement”) has been prepared to provide Salt Lake City Corporation (“City”) with the ability to utilize certain leasing and purchasing services provided by JP Morgan Chase Bank, N.A. (“JP Morgan”); and WHEREAS, the City Council finds that the Agreement will enable the City to enter into leasing and purchasing arrangements that will be of benefit to the City and its citizens; THEREFORE, BE IT RESOLVED by the City Council of Salt Lake City, Utah as follows: 1. The City Council does hereby approve the execution and delivery of the attached Agreement under which JP Morgan will provide leasing and purchasing services to the City; 2. 3. The effective date of the Agreement shall be the date on which the fully executed Agreement is recorded by the Salt Lake City Recorder. 4. Erin Mendenhall, Mayor of Salt Lake City, Utah or her designee is hereby authorized to approve, execute, and deliver said Agreement of behalf of Salt Lake City Corporation, in substantially the same form as now before the City Council and attached hereto, subject to such minor changes that do not materially affect the rights and obligations of the City thereunder and as shall be approved by the Mayor or the Mayor’s designee, their execution thereof shall constitute conclusive evidence of such approval. Passed by the City Council of Salt Lake City, Utah, this _____ day of _________, 2021 SALT LAKE CITY COUNCIL By: ______________________ CHAIRPERSON ATTEST: ___________________________ CITY RECORDER APPROVED AS TO FORM: _________________________ Salt Lake City Attorney’s Office Salt Lake City Corporation CAMP DOCUMENT ROUTING FORM CITY SIGNATURE AND ACTIVATION PROCESS August 2, 2021 Contract Number: 01-1-21-3000 Project: Contractor: 43436 JP MORGAN CHASE BANK NA Contract Title: MASTER LEASE ·C AUG O 1 2021 Monitor: TERESA BECKSTRAND Please complete your Step and forward to the next Step. CITY RECORDER STEP 1 ACCOUNTING DIVISION -Encumber Funds ,AUGo:a tU'U I certify that funds are available. OR . .-.Acco unting Signature Date I certify that no encumbrance is required at this time and any future encumbrance will be checked against available budget by theacc m s te . . \ /I ;1 17;\ • • A ' - " l.c:< V V vtYWL/"-- coun tini'° Signature Date Funding $ {d-: Source: _ Dept Cost Center Object Code Attach additional paperwork if more funding sources are needed. Limit$ _ STEP2 CITY ATTORNEY'S OFFICE-Final A iproval ank For ) Attorney: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Insurance Required: N Perf Bond Required: N N This document has been approved as to fo Date STEP3 - Sign Document For l)ale Sta1up INSTRUCTIONS: Si n ALL documents. Dept/Div Forward ALL Signed documents to the Recorder's Office STEP4 RECORDER'S OFFICE-Activate [late Stan1p INSTRUCTIONS: When activated, keep 1 signed document, send other signed document(s) to: Name Department or Division Phone CONTRACT NO. 01-1-21-3000 Rev. July 26, 2021/nb RECORDED AUG O 3 2021 MUNICIPAL MASTER LEASE AGREEMEN f TY RECORDER CITYWIDE THIS AGREEMENT is between SALT LAKE CITY CORPORATION, a Utah municipal corporation ("City" or "Lessee"), and JP MORGAN CHASE BANK, N.A., an Ohio corporation ("Lessor"), and is dated as of the date the City Recorder attests the applicable City signature (which date shall be the recordation date). RECITALS 1. Lessor desires to provide certain leasing and purchasing services for Lessee. 2. Lessee desires to engage Lessor for such services. AGREEMENT In consideration of the promises and covenants hereinafter contained, the parties agree as follows: 1. This Agreement in its entirety consists of this Agreement and the following Exhibits, all of which are attached hereto and incorporated by this reference: Exhibit "A" - Master Lease-Purchase Agreement; Exhibit "B" - Master Lease-Purchase Addendum (Self Insurance); Exhibit "C" - Lease Schedule; Exhibit "D" - Schedule A-1 Equipment Description; Exhibit 'E" - Payment Schedule; Exhibit "F" - Vehicle Schedule Addendum; Exhibit "G" - Prepayment Prohibition Schedule Addendum; Exhibit "H" - Prepayment Schedule Addendum (Lockout Period); Exhibit "I" - Prepayment Schedule Addendum (24-month Lockout Period); Exhibit "J" - Form of Opinion of Counsel; Exhibit "K" - Certificate of Incumbency; Exhibit "L" - Escrow Agreement; Exhibit "M" - Escrow Funding Schedule Addendum and Arbitrage Certificate; Exhibit "N" - Escrow Receipt Certificate/Payment Request; Exhibit "O" - IRS 8038 Form; Exhibit "P" - Proceeds Disbursement Authorization; Exhibit "Q"- Request for Tax Payer Identification Number and Certificate (W9). 2. For services provided to City, Contractor shall be paid as specified under Exhibit "E" (Payment Schedule). Lessor shall provide certain leasing and purchasing services for Lessee, upon the execution of certain leases/purchasing agreements (collectively the "Leases" or the "Lease Agreements") that consist of the attached Exhibits, for a term of five (5) years commencing as of July 10, 2021, or the date of this Agreement if later than the aforementioned date. City shall have the right to extend this Agreement for an additional term of up to four (4) months by giving Lessor written notice at least ten (10) days before the expiration of the original term, provided, however, that City may terminate such additional term by giving Lessor at least five (5) days prior written notice of such termination. Upon the expiration of the terms, the parties may no longer enter into new Lease Agreements, but the other terms of this Agreement shall continue until the lease terms and payments for all existing leases have been completed, whereupon the term of this Agreement shall expire. This Page 2 of 59 is a non-exclusive Agreement and the Lessee reserves the right to acquire the services and/or equipment, at its discretion, from other sources during the term of this Agreement. All financial commitments by Lessee shall be subject to the appropriation of funds approved by the City Council and the limitations on future budget commitments provided under applicable Utah law, including the Utah Constituti on. 3. For each lease of equipm ent, including veh icles, the parties shall complete and sign a Lease Schedule in the form attached as Exhibit "C" and other related documents , which shall be deemed and referred to as a separate Lease. Each Lease shall include only such equipment as Lessee and Lessor by mutual agreement determine to be essential use equipment. Each Lease shall have a term determined in accordance with this Agreement , whic h may be for three (3), four (4), five (5), seven (7), or ten (10) years , as mutually agreed between the Lessee and the Lessor , and the related Payment Schedules shall provide for six (6), eight (8), ten (10), fourteen (14), and twenty (20) semi- annual payments in arrears, respectively. Each new Lease entered into hereunder shall be subject to all of the terms and conditions of this Agreement. 4. For any Lease as to which the Equipment to be leased has not been received by the Lessee, such that an acquisition fund (escrow) arrangement is required , the parties shall enter into an Escrow Agreement in the form attached hereto as Exhibit " L". Each new Escrow Agreement entered into hereunder shall be subject to all of the terms and conditions of this Agreement. 5. The following indemnification requirements apply to this Agreement: A. Lessor shall indemnify, save harmless, and defend Lessee, its officers and employees, from and against all losses, cla ims, demands , actions, damages, costs, charges, and causes of action of every kind or character, including attorney's fees, arising out of Lessor's intentional, reckless, or negligent performance hereunder. If Lessee's tender of defense, based upon this indemnity provision, is rejected by Lessor , and Lessor is later found by a court of competent jurisdiction to have been required to indemnify Lessee , then in addition to any other remedies Lessee may have, Lessor shall pay Lessee's reasonable costs, expenses , and attorney's fees incurred in proving such ind emnification, defending its elf, or enforcing this provision. Nothing herein shall be construed to require Lessor to indemnify the indemnitee against the indemnitee's own negligence. The provisions of this section 5 shall survive the termination of this Agreement. B. Lessee has no responsibility for Lessor's employees. Nothing in this Agreement shall be construed to create a partnersh ip, joint venture , or employment relationship. 6. Lessor shall obey all federal, state , c oun ty, and municipal la ws, ordinances, regu lations, and rules applicable to its operations. Said laws i nclu de, but are not limited to, the Equal Employment Opportunity la ws, the Fair Labor Standards Act, Occupational Safety & Health Administration (OSHA) la ws, Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), and the Utah Immigration Accountability and Enforcement Act. Any violation of applicable law shall constitute a breach of this Agreement and Contractor shall hold City harmless from any and all liability arising out of, or in connection wit h, said violations including any attorney's fees and costs incurred by Lessee as a result of such violation. 7. Lessee may terminate this Agreement for any reason , and without any liability there for, upon giving Lessor 30 days prior written notic e. Any obligations the parties have assumed pursuant to Lease Agreements entered into prior to the termination of this Agreement will not be eliminated or Page 3 of 59 otherwise affected by such cancellation, and any provisions of this Agreement that pertain to such Lease Agreements will remain in full force and effect until the parties' obligations have been fully satisfied. 8. [Reserved.] 9. [Reserved.] 10. Lessor, for itself, its successors and assigns, as part of the consideration provided under this agreement, covenants that no person shall be excluded from participation in, denied the benefits of, or be otherwise subject to unlawful discrimination in the furnishing of services hereunder on the grounds of race, color, national origin, age, sex, religion, disability, sexual orientation or gender identity, unless the characteristic in question is a bona fide occupational qualification. 11. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Lessor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence , a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. 12. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT. City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 630, Utah Code Annotated or its successor ("ORAMA"). All materials submitted by Lessor pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to ORAMA. The burden of claiming an exemption from disclosure shall rest solely with Lessor. Any materials for which Lessor claims a privilege from disclosure shall be submitted marked as "Business Confidential" and accompanied by a concise statement of reasons supporting Lessor's claim of business confidentiality. City will make reasonable efforts to notify Lessor of any requests made for disclosure of documents submitted under a claim of business confidentiality. Contractor may, at Lessor's sole expense, take any appropriate actions to prevent disclosure of such material. Lessor specifically waives any claims against City related to disclosure of any materials required by ORAMA. 13. For the municipal master equipment lease/purchase financing services provided by the Lessor with respect to each Lease entered into pursuant hereto, the Lessor shall be paid as specified in the related Payment Schedule(s). The total amount of all Leases originated pursuant hereto is not anticipated to exceed $7,000,000.00 per year and will not exceed $35,000,000 over the five (5) year Master Lease Purchase Agreement term. 14. Payments shall be made as provided in the applicable Payment Schedule(s). The City shall have the right to prepay the lease payments due pursuant to any Lease before the end of the Lease Term for such Lease. Any prepayment would be subject to early termination penalties stated in the Page 4 of 59 applicable Prepayment Schedule Addendum executed with the Lease Schedule (Exhibit "G", Exhibit "H", or Exhibit "I"). The total amount of the payments provided for in any Payment Schedule, including the principal and interest components thereof, and any other charges or fees stated therein, shall represent the total amount that the Cit y will be required to pay pursuant to such Lease to acquire the applicable item(s) of Equipment. No additional charges shall be levied on the City by the Lessor for the acquisition of such item(s) of Equipment. 15. Interest rates for each Lease shall be determined as follows: The Interest Rate and related payment shall be based on current market rates as indicated by the two (2), three (3), four (4), and five (5) Year H.15 Interest Rate Swap ("Index Rate") as published by the Federal Reserve using the calculations shown in the following example. The rates as of July I, 2015 are listed in the example. For every change (increase or decrease) in the Index Rate between July 1, 2015 and the Commencement Date of each schedule a corresponding adjustment will be made per the formulas below. The rate will be set 3 days prior to closing. The rates stated below will be increased by 15 basis points if the Lease includes prepayment pursuant to Exhibit "H" and 6 basis points if the Lease includes prepayment pursuant to Exhibit "I". For Motor vehicles and other Equipment: Indexmg Examp e Term in Mon. Reference Interest Rate Swap All schedules Swaps* .79 +Spread= Rate 36 2-Year (0.286 * 0.79) + 0.5461 = 0.7720% 60 3-Year (0.503 * 0.79) + 0.8046 = 1.2020% 84 4-Year (0.774 * 0.79) + 0.8765 = 1.4880% Note: Rate will be indexed off of applicable Interest Rate as estimated 3 days prior to closing as referenced above. 16. City is self-insured and, through its self-insurance program, will provide liability insurance and casualty insurance with respect to Equipment leased pursuant hereto throughout the term of the applicable Lease. In the event that City elects to not self -insure, the Lessor shall be an additional insured for purposes of liability insurance and a loss payee to the extent of the unpaid principal component and accrued interest on each Payment Schedule for the purposes of casualty insurance. 1 17. The Lessor, if doing business under an assumed name, i.e. an individual, association, partnership, corporation, or otherwise, shall be registered with the Utah State Division of Corporations and Commercial Code. 18. The Lessor shall possess and keep in force all licenses and permits required to perform the services contracted for pursuant to this Agreement. 1 The self-insurance addendum will override these insurance provisions. However, the parties will keep them intact in case the parties enter into a Schedule that is not self-insured for some reason. Page 5 of 59 -- -- - - 19. No guarantee of City draw-downs or of the execution of any Leases is implied or expressed by this Agreement; such actions shall be determined by the City ' s actual needs. 20. Lessor is not an employee of Lessee for any purpose whatsoever. Lessor is an independent contractor at all times during the performance of the services specified herein. 21. All notices shall be directed to the following addresses: Lessee: Lessee: Salt Lake City Corporation Attn.: City Contracts Administrator, Purchasing (For U.S. Postal Service delivery) P.O. Box 145455 Salt Lake City, UT 84114-5455 -OR- (For hand delivery or express courier delivery) 451 South State Street, Room 235 Salt Lake City, UT 84111 With a copy to: Department of Finance Attn.: Finance Director (For U.S. Postal Service delivery) P.O. Box 145451 Salt Lake City, UT 84114-5451 -OR- (For hand delivery or express courier delivery) 451 South State Street, Room 248 Salt Lake City , UT 84111 Lessor: JP Morgan Chase Bank, N.A. Attention: GHNN Operations Managers 1111 Polaris Parkway, Suite A-3 Columbus, OH 43240_ 22. This Agreement may be assigned by either party but only with the prior written consent of the other party, provided that such written consent is not required if Lessor makes an assignment to JPMorgan Chase & Co. or any of its subs idiaries. 23. Lessor's obligations are solely to Lessee and Lessee ' s obligations are solely to Lessor. This Agreement shall confer no third-party rights whatsoever. 24. This Agreement embodies the entire Agreement between the parties relating to the subject matter of this Agreement and shall not be altered except in writing signed by both an authorized representative of Contractor and by City ' s Mayor or the Mayor ' s designee. The terms of this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on Contractor ' s work plans, cost estimate forms, receiving tickets, invoices, or any other Page 6 of 59 related standard forms or documents of Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of City. The intent of the parties is that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement. 25. This Agreement shall be enforced in and governed by the laws of the state of Utah. ********************************************************************************* (Signature page follows) Page 7 of 59 "' ---- J - - The parties are signing this Agreement as of the date stated in the introductory clause. ATTEST AND SALT LAKE CITY CORPORATION By ±1-10,'if?' fi fa0--.pa <--. Title C r-:4-: l') APPROVED AS TO FORM Salt Lake City Attorney's Office Date - - Recordation Date RECORDED AUG O 3 2021 CITY RECORDER Sign >--..._.j. t. .. L..- :,: Print n l2l JP MORGAN CHASE BANK, N.A . By '1 G. .%MAL Title A h-.\)., \ Lt. \) · c_M , -------.--- - _.._"'-----"....., Page 8 of 59 CHASE EXHIBIT "A" CONTRACT NO. 01-1-21-3000 MASTER LEASE-PURCHASE AGREEMENT Dated As of: Lessee: SALT LAKE CITY CORPORATION 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 Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of intere st 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 Page 9 of 59 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) business days from the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, 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. 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) incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it currently intends to make Rent Payments for the full Lease 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 Page 10 of 59 Rent Payments can and will lawfully be appropriated therefore. 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 therefore. Lessor agrees th at 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 occu rred. If a Non- Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non- Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall 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 p urchased 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, titl e 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 delive r to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, UCC financing statements and any amendments thereto. Page 11 of 59 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be 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 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 E quipment 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, leasing, 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 therefore. "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. Page 12 of 59 13.2 If a Casualty Loss occurs to any Equipment , Lessee shall immediately notify Lessor of the same and Lessee shall, unless otheiwise 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, pay Lessor (i) all amount s owed by Lessee under the applicable Lease, including the Rent Payments due on or accrued through such date plus (ii) an amount equ al to the Termination Value as of the Rent Payment date (or if th e 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. 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 Valu e to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule. 13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend 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 direc tly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not less than the Termin ation Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as 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 prop erty 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 Lessee may satisfy the requirements of Paragraph 14 through Lessee ' s self-insurance program. In the event Lessee does not use Lessee ' s self-insurance program to satisfy the requirements of Paragraph 14, those requirements may be satisfied through Lessee ' s excess liability insu rance, which carries a $1,000,000 self-insured retention. 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. Page 13 of 59 15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to prepay Lessee's obligations under a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) for such Lease pl us the Termination Value amount set forth on the Payment Schedule to such Lease for such date. Upon satisfaction by Lessee of such prepayment conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS-IS, WHERE-IS", without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 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, (b) the Lease has been duly executed and delivered by Le ssee 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 Leas e will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Inte rnal Revenue 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. 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 Internal Revenue 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 Internal Revenue Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Internal Revenue Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of 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. 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 Page 14 of 59 from any of Lessor's obligations under the applicable L ease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipme nt 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. 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 ag ent 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 th e 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; provided, however, that if the failure to comply o r perform is of the nature that it cannot be cured within thirty (30) days, Lessee shall have up to sixty (60) additional days to cure so long as Lessee has commenced efforts to cure within such original thirty (30) day cure period and diligently pursues a full cure thereafter; (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 peti tion 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 ninety (90) 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: (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 Page 15 of 59 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 and during normal business hours after giving notice to Lessee, enter upon the premises where any Equipment is located and repossess any Equipment, 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) below of this Section, then such excess amount shall be remitted by Lessor to Lessee; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any 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 attorne y 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 i n 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 Page 16 of 59 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 AND FORUM SELECTION. Each Lease shall be enforced in and governed by the laws of the state where Lessee is located (the "State"). 23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery company to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) business days subsequent to mailing. 24. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor, upon Lessor's request, the publicly available annual financial information of Lessee. 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. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Lessor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. ********************************************************************************* (Signature page follows) Page 17 of 59 SALT LAKE CITY CORPORATION (Lessee) By: Title: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Authorized Officer ATTEST AND COUNTERSIGN: City Recorder Recordation Date APPROVED AS TO FORM Salt Lake City Attorney's Office Date Sign: _ Print: Page 18 of 59 CHASE O EXHIBIT "B" CONTRACT NO. 01-1-21-3000 MASTER LEASE-PURCHASE ADDENDUM (Self Insurance) Lessee: Salt Lake City Corporation Master Lease-Purchase Agreement Date: Reference is made to the above Master Lease-Purchase Agreement identified therein as amended ("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 Master Lease and is hereby made a part of the Master 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 Master Lease, Lessor and Lessee hereby agree to amend the Master Lease as follows: 1. CASUALTY LOSS. Notwithstanding anything to the contrary in Section 14 of the Master Lease or in Exhibit F attached to the Master Lease, Lessor agrees that Lessee may self-insure against risk of casualty loss of or physical damage to the Equipment; provided, that 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 or in Exhibit F attached to 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 applicab le to such self insurance arrangements, then Lessee's self insurance arrangements shall be maintained on an actuarially sound bas is . 4. GENERAL. Except as expressly amended by this Addendum and other modifications signed by Les sor and Lessee, the Master Lease remains unchanged and in full force and effect. 5. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Lessor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee , or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. ********************************************************************************** (Signature page follows) Page 19 of 59 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above. SALT LAKE CITY CORPORATION (Lessee) By: Title: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Authorized Officer ATTEST AND COUNTERSIGN: City Recorder Recordation Date APPROVED AS TO FORM Salt Lake City Attorney's Office Date Sign: _ Print: Page 20 of 59 EXHIBIT "C" CONTRACT NO. 01-1-21-3000 LEASE SCHEDULE Dated as of: Lease No.: This Lease Schedule, together with its corresponding Payment Schedule, Equipment Description Schedule, Vehicle Schedule Addendum (if applicable), Prepayment Schedule Addendum, Opinion of Counsel, Certificate of Incumbency, Escrow Agreement (if applicable), and Escrow Funding Addendum and Arbitrage Certificate (if applicable), are 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 _ 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 commencement date thereof and the Lease Term of this Lease Schedule are 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. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Lessor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. Page 21 of 59 H. GOVERNMENT REGULATION; ANTI-CORRUPTION LAWS AND SANCTIONS. Lessee and its respective officers and employees and to the knowledge of the Lessee its directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects [and are not knowingly engaged in any activity that would reasonably be expected to result in the Lessee being designated as a Sanctioned Person]. None of (a) the Lessee or any of its respective directors, officers or employees, or (b) to the knowledge of the Lessee, any agent of the Lessee that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or use of proceeds or other transaction contemplated by this Agreement will violate any Anti- Corruption Law or applicable Sanctions. For the purposes of this Section: "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. Equipment/Escrow Acceptance Date ------------------------------ 20 SALT LAKE CITY CORPORATION (Lessee) By: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: _ Title:Authorized Officer ATTEST AND COUNTERSIGN: City Recorder Recordation Date APPROVED AS TO FORM Salt Lake City Attorney's Office Date Sign: _ Print: _ Page 22 of 59 EXHIBIT "D" SCHEDULE A-1 Equipment Description CONTRACT NO. 01-1-21-3000 Lease Schedule No. ------- dated The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: Equipment Description: Expected Equipment Purchase Price Minus Lessee Down Payment/Trade-in Net Amount Financed $-------------- $-------------- This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease Schedule. Salt Lake City Corporation (Lessee) JPMorgan Chase Bank, N.A. (Lessor) By: By: Title: Title: Authorized Officer Page 23 of 59 CONTRACT NO. 01-1-21-3000 EXHIBIT "E" 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. Accrual Date: Amount Financed: $ _ Dated Interest Rate: % per annum Rent Rent Rent Interest Principal Principal Termination Number Date Payment Portion Portion Balance Value SALT LAKE CITY CORPORATION (Lessee) By: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Title: Authorized Officer Page 24 of 59 CHASE ... EXHIBIT "F" CONTRACT NO. 01-1-21-3000 VEHICLE SCHEDULE ADDENDUM Dated As of: Lease Schedule No: Lessee: SALT LAKE CITY CORPORATION 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 t itle shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) the public liability insurance or self-insurance required by the terms of clauses (b) of Section 14.1 of the Master Lease shall be in an amount not less than $1,000,000.00 combined single limit per unit per occurrence. Physical damage should not be less than the replacement cost coverage for the equipment identified on the Schedule A-1; (c) 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 (d) 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 and Lessee as owner. 2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. SALT LAKE CITY CORPORATION (Lessee) By: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Title: Authorized Officer Page 25 of 59 EXHIBIT "G" CONTRACT NO. 01-1-21-3000 PREPAYMENT PROHIBITION SCHEDULE ADDENDUM Lease Schedule No. _ Lessee: Salt Lake City Corporation 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. 1. Solely for purposes of the Schedule, Lessor and Lessee agree that , notwithstanding anything to the contrary in the Lease (express or implied), Lessee's option under Section 15 of the Master Lease to purchase the Equipment or to prepay the Lease obligations is deleted and Lessee may not exercise such option 2. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment) and Subsection 20(c) of the Mast er Lease (post-default remedies of Lessor) and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1 and 2 of this Addendum. 3. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date of the Schedule first referenced above. SALT LAKE CITY CORPORATION (Lessee) By: _ Title: JPMORGAN CHASE BANK, N.A. (Lessor) By: _ Title: Authorized Officer Page 26 of 59 CONTRACT NO. 01-1-21-3000 EXHIBIT "H" PREPAYMENT SCH EDULE ADDENDUM (Lockout Period) Dated As Of _ _ _ _ _ _ _ _ _ _ Lease Schedule No. ____________________ Les:sSalt Lake City Corporation 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 herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end of the Lock-Out Period specified below. Lock-Out Period: the first 12 months of the Lease Term of the Schedule 2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so long as Lessee gives Lessor at least 20 days prior written notice (the " Notice Period") and so long as the above Lock-Out Period has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date" ) following the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date. 3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment) and Subsection 20(c) of the Master Lease (post-default remedies of Lessor) and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1 and 2 of this Addendum. 4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendu m and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. SALT LAKE CITY CORPORATION (Lessee) By: _ _ _ _ _ _ _ _ _ _ _ _ _ Title: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ JPMORGAN CHASE BANK, N.A. (Lessor) By: _ _ _ _ _ _ _ _ _ _ _ _ Title: Authorized Officer CONTRACT NO . 01-1-21-3000 Page 27 of 59 EXHIBIT "I" PREPAYMENT SCHEDULE ADDENDUM (24-Month Lockout Period) Dated As Of Lease Schedule No. _ Lessee: SALT LAKE CITY CORPORATION 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, bu t 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: l. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedule) or this Addendum prior to the end of the Lock-Out Period specified below. Lock-Out Period: the first 24 months of the Lease Term of the Schedule 2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates to the Schedu le) , 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 20 days prior written notice (the "Notice Period") and so long as the above Lock-Out Period has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a "Prepayment Date") following the Notice Period the total of the following (the "Prepayment Amount"): (a) all accrued Rent Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal balance payable by Lessee under the Schedule as of said Prepayment Date. 3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment) and Subsection 20(c) of the Master Lease (post-default remedies of Lessor) and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1 and 2 of this Addendum. 4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. SALT LAKE CITY CORPORATION (Lessee) By:-------------- Title: _ JPMORGAN CHASE BANK, N.A. (Lessor) By: _ Title: Authorized Officer CONTRACT NO. 01-1-21-3000 Page 28 of 59 EXHIBIT "J" FORM OF OPINION OF COUNSEL (To Be Typed on Attorney ' s Letterhead Stationery) Date: Lessee: SALT LAKE CITY CORPORATION Lessor: JPMORGAN CHASE BANK, N.A. Re: Lease Schedule No. dated together with its Master Lease-Purchase Agreement dated as of by and between the above-named Lessee and the above-named Lessor. 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 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 UT (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 b ankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). 5. To the best of my knowledge, there is no litigation or proceeding of merit 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. 7. Lessee is organized under the Mayor-Council form of government as provided by the laws of the State. The Mayor, or the Mayor's designee, has authority to execute the Lease and to bind the Lessee thereby without any requirement of a resolution authorizing such by the city council. Lessor, its Assignee and any of their assigns may rely upon this opini on. Very truly yours, Attorney Page 29 of 59 CONTRACT NO. 01-1-21-3000 EXHIBIT "K" CERTIFICATE OF INCUMBENCY Lessee: Salt Lake City Corporation Master Lease-Purchase Agreement Dated _ I, the undersigned City Recorder identified below, do hereby certify that I am the duly elected or appointed and acting City Recorder 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 here of, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. Such individuals are authorized to execute the Lease Schedule and its accompanying documents as demonstrated by the documents attached heret o. [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 as of the date set forth below. Signature of City Recorder Print Name:---------------- Date:------------------ NOTE: In case the City Recorder is also the authorized representative that executes the Master Lease-Purchase Agreement I documents by the above incumbency, this certificate must also be signed by a second officer. Print Name: Signature: Title: Page 30 of 59 EXHIBIT "L" ESCROW AGREEMENT (Gross Fund-Earnings to Lessee) CONTRACT NO. 01-1-21-3000 Dated as of: ----- 20 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 Trust Company Americas in its capacity as escrow agent only, and all references to Lessor shall mean JPMorgan Chase Bank, N.A. in its capacity as lessor only. Escrow Agent: Lessee: Deutsche Bank Trust Company Americas Salt Lake City Corporation 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 attachmen ts 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. Page 31 of 59 Lease Schedule No. 1000:XXXXXX 1.03 LESSOR'S DEPOSIT: $ • 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: ("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 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 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 Page 32 of 59 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 proc edures 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 Le ssor as fust 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. Page 33 of 59 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 Sect ions 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. Lesse e 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 Page 34 of 59 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 applicabl e, 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 th e 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 hig hest categories of any Rating Agency at the time of purchase, including, without limitation, the Deutsche Bank Trust Company Americas Funds, or any other mutual fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (1) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (2) the Escrow Agent charges and collects fees for services rendered pursuant to this Agreement, which fees are, separate from the fees received from such funds and (3) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates; and (h) any other obligations approved in writing by Lessor. Unless otherwise directed in writing by an Authorized Representative of the Lessee, the Escrow Agent shall invest the Equipment Acquisition Fund, including all income earnings, as selected by the Lessee on schedule 1 hereto ("Schedule 1"} upon the execution of this Agreement. In the event that no election is made by an Authorized Representative of Lessee by the Lessor's Deposit Date, Escrow Agent shall invest the Equipment Acquisition Fund in an investment available through the Escrow Agent's Trust Platform or in an interest bearing account that the Escrow Agent has agreed to and upon written direction to the Escrow Agent. 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. Page 35 of 59 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 represent s 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 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 fe es 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 Page 36 of 59 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. Les see 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 Represen tatives 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 error s 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 su ch 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, Page 37 of 59 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 att orneys' 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 thi s 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 where Lessee is located. Each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State where the Lessee is located. To the extent that in any jurisdiction either Party may now or hereafter be entitled to 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 Page 38 of 59 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. 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. Page 39 of 59 fil' 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 o f 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: SALT LAKE CITY CORPORATION PO BOX 145451 451 S. STATE Rm 248 SALT LAKE CIT¥1.. 84114-5451 Attn: RUSSELL Surlj.uOUIST Telephone: 801-535-6460 Cell: 801-655-1681 Email: Russell.Sundguist@slcgov.com (ii) If to the Lessor: JPMORGAN CHASE BANK, N.A. 1111 POLARIS PARKWAY, SUITE 4N MAIL CODE OHl-1085 COLUMBUS, OHIO 43240 Attention: GHHN Operations Manager Email: cefi.escrow.disbursement.request@jpmchase.com (iii) If to the Escrow Agent: DEUTSCHE BANK TRUST COMPANY AMERICAS Page 40 of 59 60 WALL STREET, 24th Floor NEWYORK,NY 10005 Attn: DBNY MP Escrow #----- Telephone: 212-250-6647 Email: dbny-mpescro\\ 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. 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 MATIER 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 effec t 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 PA TRIOT 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 a vailable 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 Page 41 of 59 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 SIT - 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 ofDocuSign, 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. Page 42 of 59 (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 Commerc ial Code (" Designated Custodian") until receipt of delivery by Lessor of the Document. L essor, 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 righ t 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 here in, 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 ("Author ize d 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 ("Authori ty 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 Do cument 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 be en validly executed by duly Authorized Signer(s) in accordance with the requirements ofapplicable 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 Page 43 of 59 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. IN WITNESS WHEREOF, the parties have executed this Agreement. SALT LAKE CITY CORPORATION (Lessee) By: Titl e: JPMORGAN CHASE BANK, N.A. (Lessor) By: Title: Authorized Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as escrow agent (Escrow Agent) By: Titl e: DEUTSCHE BANK TRUST COMPANY AMERICAS, 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) Page 44 of 59 SCHEDULE 1 Investment Authorization Lessee: Lease No.: SALT LAKE CITY CORPORATION 1000:XXXXXX 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, "MMMF"), as selected by Lessee below. Check One (if the money market mutual fund option is selected above): _ JPMorgan 100% U.S. Treasury Securities Money Market Fund (675) JPMorgan U.S. Government Money Market Fund Morgan Shares (3916) _ JPMorgan U.S. Treasury Plus Money Market Fund Morgan Shares (3919) _ JPMorgan Federal Money Market Fund Morgan Shares (353) 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 Trust Company Americas representative. 2) Each investment instrument above has a rating not lower than the highest rating categ ory from both Standard & Poor's and Moody's. 3) Lessee acknowledges that an affiliate of Escrow Agent, Deutsche Bank Trust Company Americas, serves as investment manager for the selected MMMF and receives fees from the invested funds for services rendered separate from the fees for services rendered by Escrow Agent as further provided within this Agreement. MMMFs have rates of compensation that may vary from time to time based upon market conditions. The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by it in accordance with Section 3 of the Agreement. Page 45 of 59 4) The Lessee, hereby acknowledges and confirms that it makes its own investment decisions and has not been offered any advice or recommendat ion 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 provide shareholder support services to the Fund and that Service Organizations currently are compensated at a rate of up to the Maximum Rate of .50% annually of the average net assets of each Fund with respect to which they provide or have provided shareholder support services. Lessee further acknowledges that Deutsche Bank Trust Company Americas is a Service Organization and is paid, and hereby consents to such payment, by the Fund up to the Maximum Rate annually of the average daily balance of the Account invested in the Fund for shareholdersupport services rendered to the Fund by Deutsche Bank Trust Company Americas, which services may include, without limitation, answering client's inquiries regarding the Fund, assistance to clients in changing dividend options, account designations and addresses, processing purchase and redemption transactions, providing periodic statements showing a client's account balance and the integration of such statement with other transactions, arranging for Deutsche Bank Trust Company Americas wires, and providing such o ther 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 B ank Trust Company Americas or its affiliates, may engage in repurchase transactions with Deutsche Bank Trust Company Americas or its affiliates, may place funds on deposit in accounts with Deutsche Bank Trust Company Americas or its affiliates and receive interest income thereon and may obtain other services from Deutsche Bank Trust Company Americas for which Deutsche Bank Trust Company Americas is paid a fee. This investment authorization and direction will remain in effect until and unless expressly revoked or superseded in writing and shall specify the type and identity of the investments to be purchased and/or sold. Page 46 of 59 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. If from Lessor: Name Telephone Number Signature 1. Stacey R. Roth 614-213-1537 (Standing Signature on File) 2. Karen L Williams 312-385-7005 (Standing Signature on File) 3. Anastasia L. McClellan 614-213-4876 (Standing Signature on File) 4. Terri E. Sayers 614-213-4521 (Standing Signature on File) 5. Cherie L. Oliveto 614-213-3246 (Standing Signature on File) 6. Mary T. Short 614-213-4881 (Standing Signature on File) 7. Kris Hewitt 614-213-8581 (Standing Signature on File) 8. Kelsey A. Bruck 614-213-9516 (Standing Signature on File) 9. Meron Gola 614-217-4670 (Standing Signature on File) 10. Teri L. Fancelli 614-213-2270 (Standing Signature on File) 11. Ruhe, Nathaniel J. 614-213-3859 (Standing Signature on File) 12. Mullennix, Debbie J. 614-213-5797 (Standing Signature on File) Page 47 of 59 13. Lourdes Roman 312-732-6444 (Standing Signature on File) 14. Kerry Stygler 614-213-4400 (Standing Signature on File) All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an email, must include the signature of the Authorized Representative authorizing said funds transfer on behalf of the Party. Page 48 of 59 SCHEDULE A-1 (Equipment List) Expected Equipment Purchase $0.00 Price: Net Amount Financed: $0.00 Equipment Location: Equipment Description: TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS , REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to the Lease Schedule lO00xxxxxx or a Receipt Certificate/Payment Request relating to the Lease Schedule. Page 49 of 59 EXHIBIT "M" ESCROW FUNDING SCHEDULE ADDENDUM AND ARBITRAGE CERTIFICATE Dated as of: Lease Schedule No.: CONTRACT NO. 01-1-21-3000 Lessee: Escrow Agent: SALT LAKE CITY CORPORATION JPMORGAN CHASE BANK, N.A. Escrow Agreement dated as of: Amount To Be Deposited Into Escrow: $ ("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; (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. Page 50 of 59 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 represent ations 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 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 therefore 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. (t) 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 les s than 15% within 6 month s 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 month s of the date of the Escrow Agreement. Page 51 of 59 (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" exe mption 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. U) 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. (k) To the best of the knowledge and belief of the unde rsigned, the expectations of Lessee, as set forth above, are reasonable; and there are no present facts , estimates and circumstances which would change the foregoing expectations. (I) Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. 9. If there is a partial prepayment of principal pursuant to the terms of either clause (b) of Section 2.04 second of the Escrow Agreement or clause (b) of Section 2.05 second of the Escrow Agreement, then in addition to the payment of the Partial Principal Amount , Lessee shall also pay to Lessor a break funding premium equal to the amount, if any, by which (i) the present value of all Remaining Payments (as defined below) discounted to the date of said partial prepayment of principal (the "Prepayment Date") at a rate equal to the Interest Rate Swap rate having a term to maturity nearest to the remaining Average Life (as defined below) of the Schedule as reported on the Federal Reserve H.15 report as of the business day preceding the Prepayment Date exceeds (ii) the presen t value of all Remaining Payments discounted to the Prepayment Date at a rate equal to the Interest Rate Swap rate having a term to maturity nearest to the original Average Life of the Schedule as reported on the Federal Reserve H.15 report as of the Commencement Date of the Schedule , said amount further multiplied by the Partial Prepayment Fraction (as defined below). "Remaining Payments" means all remaining installment payments and all other amounts (including, without limitation, any balloon payment and any other payments required to be paid by Lessee at the end of the Lease Term of the Schedule) payable under the Schedule after such Prepayment Date to the end of the Lease Term of the Schedule. "Average Life" means the average duration of the original or remaining (as the case may be) principal payments included in the installment payments and any balloon payment payable under the Schedule weighted by the amount of the principal payments. "Partial Prepayment Fraction" is a fraction in which the numerator is the Partial Principal Amount and the denominator is the remaining principal balance of the Schedule as of the Prepayment Date. If the Federal Reserve Board ceases publication of Interest Rate Swap rates in its Federal Reserve H.15 report or a similar repo rt, then Lessor shall select an alternate publication for interest rate swap information in its reasonable discretion. 10. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. SALT LAKE CITY CORPORATION (Lessee) By: _ T itle : _ JPMORGAN CHASE BANK, N.A. (Lessor) By: _ Title: Authorized Officer Page 52 of 59 EXHIBIT "N" CONTRACT NO. 01-1-21-3000 ESCROW RECEIPT CERTIFICATE/PAYMENT REQUEST Dated: _, 20 Lease Schedule No: Escrow Agreement Dated: 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 location: Acceptance Date: _ Equipment Location: See Attached Schedule A-1 ********* FINAL REQUEST: Yes OR No (Please Circle Choice)******** If this is the FINAL REQUEST Lessee hereby confirms that said Equipment together with all other property covered by Receipt Certificates delivered prior to this Receipt Certificate represents all of the Equipment to be subject to the Lease. 2. Lessee agrees that (a) the undersigned Lessor has no t 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-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. 4. Lessee and Lessor hereby request that the Escrow Agent identified in the above Escrow Agreement pay from the Equipment Acquisition Fund established under the Escrow Agreement to each party designated below as Payee, the amount stated below in payment of all or part of the Purchase Price (as such term is used in the Escrow Agreement) as stated 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. Page 53 of 59 Amount: $ _ Wire Instructions: Payee #1: Name: Address: Invoice Number: Date: _ Amount: $ Wire Instructions: Name of Bank: ABANo: Account Number: Payee #2: Name: Address: Invoice Number: Date: Amount: $ Wire Instructions: Name of Bank: ABANo: Account Number: Payee #3: Name: Address: Invoice Number: Date: Page 54 of 59 SALT LAKE CITY CORPORATION (Lessee) JPMORGAN CHASE BANK, N.A. (Lessor) By: By: Title: Title:Authorized Officer Contact #1: Name: Title: Direct Telephone: General Telephone: Contact Signature: Name of Bank: ABA No: Account Number: 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 Escr ow 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 pr epayment of principal under the Lease and Lessor is authorized to send a revised Payment Schedule for the Lease that reflects said prepayment. 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. Page 55 of 59 Contact #2: Name: Title: Direct Telephone: General Telephone: Contact Signature: Page 56 of 59 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: dated Month xx, 2021 The Equipment described below includes all attachments , additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. Equipment Location: Equipment Description: Page 57 of 59 CONTRACT NO. 01-1-21-3000 EXHIBIT "0" IRS Form 8038 / G (supplied by Lessor) Page 58 of 59 EXHIBIT "P" PROCEEDS DISBURSEMENT AUTHORIZATION CHASE EQUIPMENT FINANCE, INC. 1111 Polaris Parkway, Suite A3 (OH1-1085) Columbus, OH 43240 CONTRACT NO. 01-1-21-3000 Date: 20_ Re: Disbursements Of Proceeds Under The LEASE PURCHASE AGREEMENT Referred To Below Reference is made to that certain Lease Purchase Agreement Referred to Below dated ,20 between SALT LAKE CITY CORPORATION, ("Lessee") and JPMORGAN CHASE BANK, N.A.(the "Lessor")- / hereby instruct you and authorize you to disburse $0.00 to the account number(s) as specified below: Wire: Name of Bank: ABANo.: Payee #1 Account Number: Account Name: Amount: Re: Check: Name of Vendor: Address: City/State/Zip Invoice#: Amount: 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. Nothing herein shall be construed to require the Lessee to indemnify Lessor against Lessor's own negligence. In the event of any conflict with any other instruction set forth herein, the ABA # and Account # shall control. IN WITNESS WHEREOF, the Lessee has caused this Proceeds Disbursement Authorization to be executed as of the day and year first above written. SALT LAKE CITY CORPORATION (Lessee) By: _ Title:. _ Page 59 of 59 EXHIBIT "Q" CONTRACT NO. 01-1-15-8065 Request for Tax Payer Identification Number and Certificate (W9) (supplied by Lessee) Salt Lake City Corporation Contract Activation Contract Nbr:01 1 21 3000 Title: MASTER LEASE Status: A City Wide: N Vendor 43436 JP MORGAN CHASE BANK NA Dept Contact: TERESA BECKSTRAND 535-6416 Starts: Ends: Term: Units: Limit: $0.00 Contract Activation was successful. Signature: Email:Garrett.Danielson@slcgov.com