ESCROW AGREEMENT
THIs EsCROW AGREEMENT ("Escrow Agreement") is made as of July 25, 2024 by and among JPMorgan Chase Bank, N.A. ("Lessor"), CITY OF RIVERSIDE ("Lessee") and U.S. BANK NATIONAL ASSOCIATION, as escrow agent ("Escrow Agent).
Lessor and Lessee have heretofore entered into that certain Master Lease-Purchase Agreement dated as of March 11, 2013 (the "Master Agreement") and a Lease Schedule No. 1000150621 thereto dated July 25, 2024 (the "Schedule" and, together with the terms and conditions of the Master Agreement incorporated therein, the "Agreement"). The Schedule contemplates that certain personal property described therein (the "Equipment") is to be acquired from the vendors) or manufacturers) thereof (the "Vendor"). After acceptance of the Equipment by Lessee, the Equipment is to be financed by Lessor to Lessee pursuant to the terms of the Agreement.
The Escrow Funding Schedule Addendum and Arbitrage Certificate to the Lease (the "Escrow Addendum") further contemplates that Lessor will deposit an amount equal to the anticipated aggregate acquisition cost of the Equipment (the "Purchase Price"), being $4,814,000.00, with Escrow Agent to be te pon i to nay reared as no ma capan find
Equipment by Lessee); and, if applicable, to reimburse Lessee for progress payments already made by it to the Vendor of the Equipment.
The parties desire to set forth the terms on which the Escrow Fund is to be created and to establish the rights and responsibilities of the parties hereto.
Now, THErEforE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
1. Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The moneys and investments held in the Escrow Fund are for the benefit of Lessee and Lessor, and such moneys, together with any income or interest earned thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent intend that the Escrow Fund constitute an escrow account in which Lessee has no legal or equitable right, title or interest until satisfaction in full of all conditions contained herein for the disbursement of funds by the Escrow Agent therefrom.
However, if the parties' intention that Lessee shall have no legal or equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in any legal proceeding, the parties hereto intend that Lessor have a security interest in the Escrow Fund, and such security interest is hereby granted by Lessee to secure payment of all sums due to Lessor under the Master Agreement. For such purpose, Escrow Agent hereby agrees to note, or cause to be noted, on all books and records relating to the Escrow Fund, the Lessor's interest therein.
2. Escrow Agent on the express terms and conditions set forth herein.
On the Closing Date, Escrow Agent agrees to accept the deposit of the Purchase Price by Lessor, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto, as the Escrow Fund hereunder, in escrow on the express terms and conditions set forth herein.
Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the Escrow Escrow Agreement - v.2
Fund from time to time shall be held or registered in the name of Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security interest therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested by Escrow Agent in one or more investments as directed by Lessee. Absent written direction from Lessee, the cash will be invested in the U.S. Bank National Association Money Market Deposit Account, as set forth in Exhibit 1. Lessee represents and warrants to Escrow Agent and Lessor that the investments selected by Lessee for investment of the Escrow Fund are permitted investments for Lessee under all applicable laws.
Lessee and Lessor recognize and agree that Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of the Escrow Fund or the purchase or disposition of any investment and Escrow Agent will not have any liability for any loss in an investment made pursuant to the terms of this Escrow Agreement. Escrow Agent has no responsibility whatsoever to determine the market or other value of any investment and makes no representation or warranty as to the accuracy of any such Escrow Agent will use due diligence to collect amounts payable under a check or other instrument for the payment of money comprising the Escrow Fund and shall promptly notify Lessee and Lessor in the event of dishonor of payment under any such check or other instruments. Interest or other amounts earned and received by Escrow Agent with respect to the Escrow Fund shall be deposited in and comprise a part of the Escrow Fund. Escrow Agent shall maintain accounting records sufficient to permit calculation of the income on investments and interest earned on deposit of amounts held in the Escrow Fund. The parties acknowledge that to the extent regulations of the Comptroller of Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security transactions of the escrow, the parties waive receipt of such confirmations, to the extent permitted by law. Escrow Agent shall furnish a statement of security transactions on its regular monthly reports. Escrow Agent may elect, but shall not be obligated, to credit the Escrow Fund with funds representing income or principal payments due on, or sales proceeds due in respect of, assets in the account, or to credit to the account assets intended to be purchased with such funds, in each case before actually receiving the requisite funds from the payment source, or to otherwise advance funds for account transactions. Notwithstanding anything else in this Escrow Agreement, (i) any such crediting of funds or assets shall be provisional in nature, and Escrow Agent shall be authorized to reverse or offset any such transactions or advances of funds in the event that it does not receive good funds with respect thereto, and (i) nothing in this Escrow Agreement shall constitute a waiver of any of U.S. Bank National Association's rights as a securities intermediary under Uniform Commercial Code §9-206: Escrow Agent may also set-off against and deduct from the Escrow Fund with respect to checks or other deposits that have been credited to the accounts but are subsequently returned unpaid or reversed, or other overdrafts that may arise from time to time in the account (whether by reason of provisional credit, failed or assumed settlements, claw-backs or other reason).
Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of account to Lessee and Lessor, which statements shall set forth all withdrawals from and interest earnings on the Escrow Fund as well as the investments in which the Escrow Fund is invested
6. Escrow Agent shall take the following actions with respect to the Escrow Fund:
(a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an amount equal to Escrow Agent's acceptance fee, as set forth on Exhibit 2 hereto, shall be disbursed from the Escrow Fund to Escrow Agent in payment of such fee.
Escrow Agent shall pay costs of the Equipment upon receipt of a duly executed Requisition Request (substantially in the format of Exhibit 3) signed by Lessor and Lessee.
Lessor's and Lessee's authorized signatures are provided in Exhibit 5 attached hereto. Escrow Agent will use best efforts to process requests for payment within one (1) Business Day of receipt of Requisition Requests received prior to 2:00 p.m. Central Time. The final Requisition Request shall be accompanied by a duly executed Final Acceptance Certificate form attached as Exhibit 4 hereto, upon which Escrow Agent may conclusively rely. For purposes of this Escrow Agreement, Escrow Agreement - v.2
"Business Day" shall mean any day, other than a Saturday, Sunday or legal holiday, on which Escrow Agent is open to the public for general banking purposes.
Escrow Agent is authorized but shall not be required to seek confirmation of instructions received hereunder by telephone call-back to any person designated by the instructing party on Exhibit 5 hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be a person so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If Escrow Agent is unable to contact any of the designated representatives identified in Exhibit 5, Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to any one or more of Lessee's or Lessor's executive officers ("Executive Officers"), as Escrow Agent may select. Such Executive Officer shall deliver to Escrow Agent a fully executed incumbency certificate, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Lessee and Lessor agree that Escrow Agent may at its option record any telephone calls made pursuant to this Section. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Lessee and Lessor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank, even when 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 so designated. Lessee and Lessor acknowledge that these optional security procedures are commercially reasonable.
Upon receipt by Escrow Agent of written notice from Lessor that an Event of Default or a Non-Appropriation Event has occurred under the Agreement, upon which Escrow Agent may conclusively rely, all funds then on deposit in the Escrow Fund shall be paid to Lessor for application in accordance with the Master Agreement, and this Escrow Agreement shall (d) Upon receipt by Escrow Agent of written notice from Lessor that the purchase price of the Equipment has been paid in full (upon which Escrow Agent may conclusively rely) or upon the Escrow Expiration Date set forth below, Escrow Agent shall pay the funds then on deposit in the Escrow Fund to Lessorto be applied first to the next Rental Payment due under the Agreement, second, to reimburse Lessee for the interest portion of the Rental Payments previously made within the past 18 months, and third, to prepayment of the principal component of Lease Payments in inverse order of maturity. To the extent the Agreement is not subject to prepayment, Lessor consents to such prepayment to the extent of such prepayment amount from the Escrow Fund.
Following disbursement of funds pursuant to this Escrow Agreement, Escrow Agent shall have no responsibility whatsoever to determine whether any funds will be used and applied in the manner contemplated herein. Upon disbursement of all amounts in the Escrow Fund, this Escrow Agreement shall terminate.
Escrow Expiration Date: July 25, 2027
This Escrow Agreement shall terminate upon the distribution of all the amounts in the Escrow Fund pursuant to any applicable provision of this Escrow Agreement, and Escrow Agent will thereafter have no further obligation or liability whatsoever with respect to this Escrow The fees and expenses, including any legal fees, of Escrow Agent incurred in connection herewith shall be paid by Lessee upon Escrow Agent's demand. The basic fees and expenses of Escrow Agent shall be as set forth on Exhibit 2 and Escrow Agent is hereby authorized to deduct such fees an‹ xpenses from the Escrow Fund as and when the same are incurred without any further authorization fron Lessee or Lessor. Escrow Agent may employ legal counsel and other experts as it deems necessary for advice in connection with its obligations hereunder and shall have full and complete authorization and protection in acting in accordance with the advice of such counsel, except in the event of Escrow Agent's Escrow Agreement - v.2
gross negligence, willful misconduct or bad faith. Escrow Agent waives any claim against Lessor with respect to compensation hereunder.
Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties will be implied. Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee or Lessor in connection with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine. Furthermore, Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, willful misconduct or bad faith.
In no event will Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made by Escrow Agent. Lessee shall, to the fullest extent permitted by law, indemnify and hold harmless Escrow Agent and each director, officer, employee and affiliate of Escrow Agent (each, an "Indemnified Party") upon demand against any and all claims, actions and proceedings (whether asserted or commenced by Lessee, Lessor or any other person or entity and whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys' fees, costs and expenses) (collectively, "Losses") arising from this Escrow Agreement or Escrow Agent's actions hereunder, except to the extent such Losses are finally determined by a court of competent jurisdiction, which determination is not subject to appeal, to have been directly caused solely by the gross negligence, willful misconduct or bad faith of such Indemnified Party. Lessee further agrees to indemnify each Indemnified Party for all costs, including without limitation reasonable attorneys' fees, incurred by such Indemnified Party in connection with action taken to enforce Lessee's obligations to Escrow Agent under this Escrow Agreement. The obligations of Lessee under this Section shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent.
Escrow Agent may resign at any time by giving thirty (30) days' prior written notice to Lessor and Lessee. Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow Agreement upon written notice to Lessee and Escrow Agent. Such removal or resignation shall be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal, Escrow Agent will transfer the Escrow Fund to the successor Escrow Agent selected by Lessor. If Lessor fails to appoint a successor escrow agent within thirty (30) days after notice of resignation or removal is received, Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses related to such petition shall be paid by [Lessee/Lessor].
10. Lessee hereby represents, covenants and warrants that pursuant to Treasury months after the Commencement Date, such date being the date of deposit of funds into the Escrow Fund, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall, at its sole expense and cost, compute rebatable arbitrage on the Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final rental or Lease Payment due under the Agreement. Except as otherwise agreed by Escrow Agent in writing, Escrow Agent has no tax reporting or withholding obligation except to the Internal Revenue Service with respect to Form 1099-B reporting on payments of gross proceeds under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income earned on the Escrow Fund, if any. Lessee and Lessor shall provide Escrow Agent a properly completed IRS Form W-9 or Form W-8, as applicable, for each payee. If requested tax documentation is not so provided, Escrow Agent is authorized to withhold taxes as required by the United States Internal Revenue Code and related In the event of (i) any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for any moneys involved herein or affected hereby or (i) Escrow Agent is unable, after reasonable due diligence, to Escrow Agreement - v.2
determine the proper action with respect to its obligations hereunder, Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, or adverse demands, and Escrow Agent shall be entitled to continue so to refrain and refuse so to act until:
(a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the moneys involved herein or affected hereby; or (b) all differences shall have been adjusted by Master Agreement and Escrow Agent shall have been notified thereof in writing signed by all of the persons interested Escrow Agent may, but shall not be required to, file an appropriate civil action including an interpleader action to resolve any such disagreement hereunder.
12. All notices, approvals, consents, requests and other communications hereunder (each, a "Notice") must be in writing (and any communication sent to Escrow Agent hereunder must be in the form of a document that is signed manually or by way of an Electronic Signature as provided below, including a digital signature provided via DocuSign (or such other digital signature provider as specified in writing to Escrow Agent by either Lessor or Lessee) or an electronic copy thereof), in English, and may only be delivered (a) by personal delivery, or (b) by national overnight courier service, or (c) by certified or registered mail, return receipt requested, or (d) by facsimile transmission, with confirmed receipt or (e) by email by way of a PDF attachment thereto. Notice shall be effective upon receipt except for Notice via email, which shall be effective only when the recipient, by return email or Notice delivered by other method provided for in this Section, acknowledges having received that email (with an automatically generated receipt or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section).
Delivery of an executed counterpart of a signature page of (A) this Agreement and/or (B) any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby (each an "Ancillary Document") that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such Ancillary Document, as applicable. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. Each party hereto shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any other party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature. Upon the request of Escrow Agent or Lessor, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of the parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) each party may, at its option, create one or more copies of this Agreement and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such party's business, and destroy the original paper document (and all such electronic records shall be considered an Escrow Agreement - v.2
original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), and (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement and/or such Ancillary Document, respectively, including with respect to any signature pages thereto. As used herein, "Electronic Signature" means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each other party agrees to assume the risks arising out of the use of Electronic Signatures and electronic methods to submit Notices to Escrow Agent, including without limitation the risk of Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.
This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of any party under this Escrow Agreement may be assigned without the prior written consent of each other party, such consent not to be unreasonably withheld or delayed.
This Escrow Agreement shall be governed by and construed in accordance with the laws in the state of California. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. Nothing in this Escrow Agreement, express or implied, is intended to or will confer upon any person other than the signatory parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement.
This Escrow Agreement and any written direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction.
16. Reserved.
17. If any portion of the Escrow Fund held hereunder is at any time attached, garnished or levied upon, or otherwise subject to any valid and enforceable writ, order, decree or process of any court, or in case disbursement of such funds is stayed or enjoined by any valid and enforceable court order, Escrow Agent is authorized, in its sole and good faith discretion, to respond as it deems appropriate or to comply with all such valid and enforceable writs, orders, decrees or process so entered or issued, whether with or without jurisdiction; and if Escrow Agent relies upon or complies with any such valid and enforceable writ, order, decree or process, it will not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even if such order is later reversed, modified, annulled, set aside or vacated.
18. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE
TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, PROVIDED THAT IF
SUCH WAIVER IS UNENFORCEABLE, THE PARTIES AGREE TO THE APPOINTMENT OF A JUDICIAL REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 ET. SEQ.
19. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, Escrow Agent requires documentation to verify its formation and existence as a legal entity. Escrow Agent may require financial statements, licenses or identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
Escrow Agreement - v.2
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth.
JPMorgan Chase Bank, N.A.as Lessor
By:
Name:
Title:
Address: 1111 Polaris Parkway, Suite 1A
OH1-1085
Columbus, OH 43240
CITY OF RIVERSIDE, as Lessee
By:
Name: Edward Enriquez
Title: Assistant City Manager, CFO, Treasurer
Address:
U.S. BANK NATIONAL ASSOCIATION, as Escrow
Agent
By:
Name: T. Scott Fesler
Title: Vice President
Address: U.S. Bank National Association
Global Corporate Trust
10 West Market Street, Suite 830
Indianapolis, IN 46204
Escrow Agreement - v.2
EXHIBIT 1
U.S. BANK NATIONAL ASSOCIATION
MONEY MARKET DEPOSIT ACCOUNT AUTHORIZATION FORM
DESCRIPTION AND TERMS
The U.S. Bank Money Market Deposit Account is a U.S. Bank National Association ("U.S. Bank") interest- bearing money market deposit account designed to meet the needs of its customers. Selection of this investment includes authorization to place funds on deposit and invest with U.S. Bank.
U.S. Bank uses the daily balance method to calculate interest on this account (actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued daily and credited monthly to the account. Interest rates are determined at U.S. Bank's discretion, and may be tiered by customer deposit amount.
The owner of the account is U.S. Bank, U.S. Bank Trust National Association, or U.S. Bank Trust Company National Association (as applicable) (the "U.S. Bank Entities") as agent for Global Corporate Trust customers. The U.S. Bank Entities perform all account deposits and withdrawals. Deposit accounts are FDIC-insured per depositor, as determined under FDIC Regulations, up to applicable FDIC limits.
THE U.S. BANK ENTITIES, WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR
CAPACITY, ARE NOT REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM & CONSUMER PROTECTION ACT. INVESTMENT ADVICE, IF NEEDED, SHOULD BE OBTAINED FROM YOUR INVESTMENT ADVISOR.
AUTOMATIC AUTHORIZATION
In the absence of specific written direction to the contrary as may be authorized under the governing agreement, the applicable U.S. Bank Entity is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. Customer confirms that the U.S. Bank Money Market Deposit Account is a permitted investment under the governing agreement and this authorization is the permanent direction for investment of the moneys until the applicable U.S. Bank Entity is notified in writing of alternate instructions.
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EXHIBIT 2
Schedule of Fees for Services as
Escrow Agent
Equipment Lease Purchase Escrow
CTS01010A Acceptance Fee The acceptance fee includes the administrative review of Waived secuces up to and setup or the closing This a nasome none endable fee, payable at closing.
CTS04460 Escrow Agent One Time fee for the standard escrow agent services $1500.00 associated with the administration of the account. Administration fees are payable in advance.
Direct Out of Pocket Expenses Reimbursement of expenses associated At Cost with the performance of our duties, including but not limited to publications, legal counsel after the initial close, travel expenses and filing fees.
Extraordinary Services Extraordinary Services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the services and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect.
Account approval is subiect to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.
For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or Escrow Agreement - v.2
ExHIBIT 3
REQUISITION REQUEST
The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under that certain Escrow Agreement dated as of July 25, 2024 (the "Escrow Agreement") by and among JPMorgan Chase Bank, N.A. (the "Lessor"), CITY OF RIVERSIDE (the "Lessee"), and U.S. Bank National Association (the "Escrow Agent), the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee) with respect to equipment being financed under that certain Master Lease-Purchase Agreement dated as of March 11, 2013 (the "Master Agreement") and Lease Schedule No. 1000150621 thereto dated July 25, 2024 (the "Schedule" and, together with the terms and conditions of the Master Agreement incorporated therein, the "Agreement"), by and between the Lessor and the Lessee, and has not formed the basis of any prior requisition request, and as listed on Schedule A- 1 attached hereto.
Pursuant to Section 6(b) of the above-referenced Escrow Agreement, Lessor and Lessee hereby instruct Escrow Agent to disburse funds from the Escrow Account to [Lessee], as provided below:
Payee:
Amount:
Wire/ACH Check
Bank Name: Name:
Bank Address: Address 1:
ABA No.: Address 2:
Account Name: City/State
Account No.: Zip Code:
Payee:
Amount:
Wire/ACH Check
Bank Name: Name:
Bank Address: Address 1:
ABA No.: Address 2:
Account Name: City/State
Account No.: Zip Code:
Payee:
Amount:
Wire/ACH Check
Bank Name: Name:
Bank Address: Address 1:
ABA No.: Address 2
Account Name: City/State
Account No.: Zip Code:
The undersigned, as Lessee under the Master Agreement, hereby certifies:
1. The items of the Equipment being acquired with the proceeds of this disbursement have been delivered and installed at the location(s) contemplated by the Master Agreement. The Lessee has conducted such inspection and/or testing of the Equipment being acquired with the proceeds of this disbursement as it deems necessary and appropriate, and such Equipment has been accepted by Lessee. 2a heroe of he nuine to a an heroes i dier have ten property nured, are.
3. No part of the disbursement requested hereby will be used to pay for materials not yet incorporated into the Equipment or for services not yet performed in connection therewith.
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4. The Equipment is covered by insurance in the types and amounts required by the Agreement.
5. No Event of Default or Event of Nonappropriation (if applicable), as each such term is defined in the Master Agreement, and no event which with the giving of notice or lapse of time, or both, would become such an Event of Default or Event of Nonappropriation has occurred and is continuing on the date hereof.
6. If Lessee paid an invoice prior to the commencement date of the Master Agreement, and is requesting reimbursement for such payment, Lessee has satisfied the requirements for reimbursement set forth in Treas. Reg.
7. Lessee agrees that (a) the Lessor has not selected, manufactured, sold or supplied any of the Equipment, (b) Lessee has selected all of the Equipment and its suppliers, and (c) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment.
Request Date:
Lessor: JPMorgan Chase Bank, N.A. Lessee: CITY OF RIVERSIDE By: By:
Name: Name: Edward Enriquez
Title: Title: Assistant City Manager, CFO, Treasurer
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