South Lake Tahoe City Council
March 28, 2023

23-003
Summary of Value Conclusions
Development Resource Acronym
Market Value Per Unit
Based on Typical Retail
Quantity
Land Coverage 1B N/A $25.00/SF
Potential High Capability Land Coverage
South Stateline Hydrological Area N/A $7.50/SF
Potential High Capability Land Coverage
Upper Truckee Hydrological Area N/A $7.50/SF
Restored Hard High Capability Land Coverage
South Stateline and Upper Truckee Hydrological Areas N/A $25.00/SF Commercial Floor Area CFA $25/SF
Residential Unit of Use RUU $15,000/Ea.

Tourist Accommodation Unit TAU $15,000/Ea.

Potential Residential Unit of Use PRU $5,000/Ea.

Respectfully Submitted,
_________________________________
Benjamin Q. Johnson, MAI
California Certified General Appraiser
License Number AG043925
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APPRAISER’S CERTIFICATION
Each of the undersigned do hereby certify that, unless otherwise noted in this appraisal report:
• I have not made a personal inspection of the property that is the subject of this report as it involves intangible development rights.
• I have no present or contemplated future interest in the real estate that is the subject of this appraisal report.
• I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.
• I am acting independently of the borrower.
• To the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analysis, opinions, and conclusions herein are based, are true and correct.
• This report sets forth all the limiting conditions (imposed by the terms of our assignment or by the undersigned) affecting the analysis, opinions, and conclusions contained in this report.
• The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice.
• My compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. • The appraisal was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan.
• My engagement in this assignment was not contingent upon developing or reporting predetermined results.
• This appraiser has performed services involving the subject property within the prior three years as an appraiser from the date of acceptance of this assignment.

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• No one other than the undersigned prepared the analyses, conclusions and opinions concerning real estate that are set forth in this appraisal report. • The Appraisal Institute conducts a mandatory program of continuing education for its designated members. As of the date of this report, Benjamin Q. Johnson has completed the requirements under the continuing education program of the Appraisal Institute.
• The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

Respectfully Submitted,
____________________________
Benjamin Q. Johnson, MAI
California Certified General Appraiser
License Number AG043925
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STANDARD ASSUMPTIONS AND LIMITING CONDITIONS
The acceptance of this appraisal assignment and the completion of the appraisal report submitted herewith are contingent upon the following assumptions and limiting conditions.

LIMITS OF LIABILITY
This report was prepared by Johnson Valuation Group, Ltd. All opinions, recommendations, and conclusions expressed during the course of this assignment are rendered by the staff of Johnson Valuation Group, Ltd., as employees, not as individuals. The liability of Johnson Valuation Group, Ltd. and its employees and associates is limited to the client only and to the fee actually received by the appraisal firm. There is no accountability, obligation, or liability to any third party. If the appraisal report is disseminated to anyone other than the client, the client shall make such party or parties aware of all limiting conditions and assumptions affecting the appraisal assignment. Neither the appraisers nor the appraisal firm is in any way to be responsible for any costs incurred to discover or correct any physical, financial and/or legal deficiencies of any type present in the subject property. In the case of limited partnerships or syndication offerings or stock offerings in real estate, the client agrees that in the event of a lawsuit brought by a lender, a partner or part owner in any form of ownership, a tenant or any other party, the client will hold the appraiser(s) and the appraisal firm completely harmless in such action with respect to any and all awards or settlements of any type in such lawsuits.

COPIES, PUBLICATION, DISTRIBUTION AND USE OF REPORT
Possession of this report or any copy thereof does not carry with it the right of publication, nor may it be used for any purpose or any function other than its intended use, as stated in the body of the report. The appraisal fee represents compensation only for the analytical services provided by the appraiser(s). The appraisal report remains the property of the appraisal firm, though it may be used by the client in accord with these assumptions and limiting conditions.

This appraisal is to be used only in its entirety, and no part is to be used without the whole report. All conclusions and opinions concerning the analysis as set forth in the report were prepared by the appraiser(s) whose signature(s) appears on the appraisal report, unless it is indicated that one or more of the appraisers was acting as "Review Appraiser." No change of any item in the report shall be made by anyone other than the appraiser(s). The appraiser(s) and the appraisal firm shall bear no responsibility for any such unauthorized changes.

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CONFIDENTIALITY
Except as provided for subsequently, neither the appraiser(s) nor the appraisal firm may divulge the analyses, opinions or conclusions developed in the appraisal report, nor may they give a copy of the report to anyone other than the client or his designee as specified in writing. However, this condition does not apply to any requests made by the Appraisal Institute for purposes of confidential ethics enforcement. Also, this condition does not apply to any order or request issued by a court of law or any other body with the power of subpoena.

INFORMATION SUPPLIED BY OTHERS
Information (including projections of income and expenses) provided by informed local sources, such as government agencies, financial institutions, Realtors, buyers, sellers, property owners, bookkeepers, accountants, attorneys, and others is assumed to be true, correct and reliable. No responsibility for the accuracy of such information is assumed by the appraiser(s). Neither the appraiser(s) nor the appraisal firm is liable for any information or the work product provided by subcontractors. The client and others utilizing the appraisal report are advised that some of the individuals associated with Johnson Valuation Group, Ltd. are independent contractors and may sign the appraisal report in that capacity. The comparable data relied upon in this report has been confirmed with one or more parties familiar with the transaction or from affidavit or other sources thought reasonable. To the best of my judgment and knowledge, all such information is considered appropriate for inclusion. In some instances, an impractical and uneconomic expenditure of time would be required in attempting to furnish absolutely unimpeachable verification. The value conclusions set forth in the appraisal report are subject to the accuracy of said data. It is suggested that the client consider independent verification as a prerequisite to any transaction involving a sale, a lease or any other commitment of funds with respect to the subject property.

TESTIMONY, CONSULTATION, COMPLETION OF CONTRACT FOR APPRAISAL

SERVICE
The contract for each appraisal, consultation or analytical service is fulfilled and the total fee is payable upon completion of the report. The appraisers(s) or those assisting in the preparation of the report will not be asked or required to give testimony in court or in any other hearing as a result of having prepared the appraisal, either in full or in part, except under separate and special arrangements at an additional fee. If testimony or a deposition is required, the client shall be responsible for any additional time, fees and charges, regardless of the issuing party. Neither the appraiser(s) nor those assisting in the preparation of the report is required to engage in post- appraisal consultation with the client or other third parties, except under a separate and special arrangement and at an additional fee.

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EXHIBITS AND PHYSICAL DESCRIPTIONS
A survey of the property has not been made by the appraiser(s) and no responsibility is assumed in connection with such matters. Any maps, plats, or drawings reproduced and included in the report are there to assist the reader in visualizing the property and are not necessarily drawn to scale. They should not be considered as surveys or relied upon for any other purpose, nor should they be removed from, reproduced or used apart from the report.

TITLE, LEGAL DESCRIPTIONS, AND OTHER LEGAL MATTERS
No responsibility is assumed by the appraiser(s) or the appraisal firm for matters legal in character or nature. No opinion is rendered as to the status of title to any property. The title is presumed to be good and merchantable. The property is appraised as if free and clear, unless otherwise stated in the appraisal report. The legal description, as furnished by the client, his designee or as derived by the appraiser(s), is assumed to be correct as reported. The appraisal is not to be construed as giving advice concerning liens, title status, or legal marketability of the subject property.

ENGINEERING, STRUCTURAL, MECHANICAL, ARCHITECTURAL CONDITIONS This appraisal should not be construed as a report on the physical items that are a part of any property described in the appraisal report. Although the appraisal may contain information about these physical items (including their adequacy and/or condition), it should be clearly understood that this information is only to be used as a general guide for property valuation and not as a complete or detailed report on these physical items. The appraiser(s) is not a construction, engineering, or architectural expert, and any opinion given on these matters in this report should be considered tentative in nature and is subject to modification upon receipt of additional information from appropriate experts. The client is advised to seek appropriate expert opinion before committing any funds to the property described in the appraisal report.

Any statement in the appraisal regarding the observed condition of the foundation, roof, exterior walls, interior walls, floors, heating system, plumbing, insulation, electrical service, all mechanicals, and all matters relating to construction is based on a casual inspection only. Unless otherwise noted in the appraisal report, no detailed inspection was made. For instance, the appraiser is not an expert on heating systems, and no attempt was made to inspect the interior of the furnace. The structures were not investigated for building code violations, and it is assumed that all buildings meet the applicable building code requirements unless stated otherwise in the report.

Such items as conditions behind walls, above ceilings, behind locked doors, under the floor, or under the ground are not exposed to casual view and, therefore, were not inspected, unless specifically so stated in the appraisal. The existence of insulation, if any is mentioned, DRAFT - For Discussion Purposes Only
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was discovered through conversations with others and/or circumstantial evidence. Since it is not exposed to view, the accuracy of any statements regarding insulation cannot be guaranteed.

Because no detailed inspection was made, and because such knowledge goes beyond the scope of this appraisal, any comments on observed conditions given in this appraisal report should not be taken as a guarantee that a problem does not exist. Specifically, no guarantee is given as to the adequacy or condition of the foundation, roof, exterior walls, interior walls, floors, heating systems, air conditioning systems, plumbing, electrical service, insulation, or any other detailed construction matters. If any interested party is concerned about the existence, condition, or adequacy of any particular item, we would strongly suggest that a mechanical and/or structural inspection be made by a qualified and licensed contractor, a civil or structural engineer, an architect or other experts. This appraisal report is based on the assumption that there are no hidden, unapparent or apparent conditions on the property or improvements which would materially alter the value as reported. No responsibility is assumed for any such conditions or for any expertise or engineering to discover them. All mechanical components are assumed to be in operable condition and standard for the properties of the subject type.

Conditions of heating, cooling, ventilating, electrical and plumbing equipment are considered to be commensurate with the condition of the balance of the improvements unless otherwise stated.

No judgment is made in the appraisal as to the adequacy of insulation, the type of insulation, or the energy efficiency of the improvements or equipment which is assumed to be standard for the subject's age, type and condition.

TOXIC MATERIALS AND HAZARDS
Unless otherwise stated in the appraisal report, no attempt has been made to identify or report the presence of any potentially toxic materials and/or condition such as asbestos, urea formaldehyde foam insulation, PCBs, any form of toxic waste, polychlorinated biphenyl, pesticides, lead-based paints or soils or ground water contamination on any land or improvements described in the appraisal report. Before committing funds to any property, it is strongly advised that appropriate experts be employed to inspect both land and improvements for the existence of such potentially toxic materials and/or conditions. If any potentially toxic materials and/or conditions are present on the property, the value of the property may be adversely affected and a reappraisal at an additional cost may be necessary to estimate the effects of such circumstances.

SOILS, SUB-SOILS, AND POTENTIAL HAZARDS
It is assumed that there are no hidden or unapparent conditions of the soils or subsoil which would render the subject property more or less valuable than reported in the appraisal. No engineering or percolation tests were made and no liability is assumed for soil conditions. Unless otherwise noted, the land and the soil in the area being appraised appeared to be firm, but no investigation has been made to determine whether or not any DRAFT - For Discussion Purposes Only
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detrimental sub-soil conditions exist. Neither the appraiser(s) nor the appraisal firm is liable for any problems arising from soil conditions. These appraisers strongly advise that, before any funds are committed to a property, the advice of appropriate experts be sought.

If the appraiser(s) has not been supplied with a termite inspection report, survey or occupancy permit, no responsibility is assumed and no representation is made for any costs associated with obtaining same or for any deficiencies discovered before or after they are obtained.

Neither the appraiser(s) nor the appraisal firm assumes responsibility for any costs or for any consequences arising from the need or lack of need for flood hazard insurance.

An Agent for the Federal Flood Insurance Program should be contacted to determine the actual need for flood hazard insurance.

ARCHEOLOGICAL SIGNIFICANCE
No investigation has been made by the appraiser and no information has been provided to the appraiser regarding potential archeological significance of the subject property or any portion thereof. This report assumes no portion of the subject property has archeological significance.

LEGALITY OF USE
This appraisal report assumes that there is full compliance with all applicable federal, state and local environmental regulations and laws, unless non-compliance is stated, defined and considered in the appraisal report. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined and considered in the appraisal report. It is assumed that all required licenses, consents, or other legislative or administrative authority from any local, state or national government, private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based.

COMPONENT VALUES
Any distribution of the total value between the land and improvements, between partial ownership interests or any other partition of total value applies only under the stated use.

Moreover, separate allocations between components are not valid if this report is used in conjunction with any other analysis.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
The Americans with Disabilities Act ("ADA") became effective January 26, 1992. It is assumed that the property is in direct compliance with the various detailed requirements of the ADA.

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AUXILIARY AND RELATED STUDIES
No environmental or impact studies, special market studies or analyses, special highest and best use studies or feasibility studies have been requested or made by the appraiser(s) unless otherwise specified in an agreement for services and so stated in the appraisal report.

DOLLAR VALUES AND PURCHASING POWER
The estimated market value set forth in the appraisal report and any cost figures utilized are applicable only as of the date of valuation of the appraisal report. All dollar amounts are based on the purchasing power and price of the dollar as of the date of value estimates.

ROUNDING
Some figures presented in this report were generated using computer models that make calculations based on numbers carried out to three or more decimal places. In the interest of simplicity, most numbers have been rounded. Thus, these figures may be subject to small rounding errors.

QUANTITATIVE ANALYSIS
Although this analysis employs various mathematical calculations to provide value indications, the final estimate is subjective and may be influenced by my experience and other factors not specifically set forth in this report.

VALUE CHANGE, DYNAMIC MARKET, ALTERATION OF ESTIMATE BY

APPRAISER
All values shown in the appraisal report are projections based on my analysis as of the date of valuation of the appraisal. These values may not be valid in other time periods or as conditions change. Projected mathematical models set forth in the appraisal are based on estimates and assumptions which are inherently subject to uncertainty and variations related to exposure, time, promotional effort, terms, motivation, and other conditions. The appraiser(s) does not represent these models as indicative of results that will actually be achieved. The value estimates consider the productivity and relative attractiveness of a property only as of the date of valuation set forth in the report.

In cases of appraisals involving the capitalization of income benefits, the estimate of market value, investment value or value in use is a reflection of such benefits and of the appraiser's interpretation of income, yields and other factors derived from general and specific client and market information. Such estimates are as of the date of valuation of the report, and are subject to change as market conditions change.

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This appraisal is an estimate of value based on analysis of information known to us at the time the appraisal was made. The appraiser(s) does not assume any responsibility for incorrect analysis because of incorrect or incomplete information. If new information of significance comes to light, the value given in this report is subject to change without notice. The appraisal report itself and the value estimates set forth therein are subject to change if either the physical or legal entity or the terms of financing are different from what is set forth in the report.

ECONOMIC AND SOCIAL TRENDS
The appraiser assumes no responsibility for economic, physical or demographic factors which may affect or alter the opinions in this report if said economic, physical or demographic factors were not present as of the date of value of this appraisal. The appraiser is not obligated to predict future political, economic or social trends.

EXCLUSIONS
Furnishings, equipment, other personal property and value associated with a specific business operation are excluded from the value estimate set forth in the report unless otherwise indicated. Only the real estate is included in the value estimates set forth in the report unless otherwise stated.

SUBSURFACE RIGHTS
No opinion is expressed as to the value of subsurface oil, gas or mineral rights or whether the property is subject to surface entry for the exploration or removal of such materials, except as is expressly stated.

PROPOSED IMPROVEMENTS, CONDITIONED VALUE
It is assumed in the appraisal report that all proposed improvements and/or repairs, either on-site or off-site, are completed in an excellent workmanlike manner in accord with plans, specifications or other information supplied to these appraisers and set forth in the appraisal report, unless otherwise explicitly stated in the appraisal. In the case of proposed construction, the appraisal is subject to change upon inspection of the property after construction is completed. The estimate of market value is as of the date specified in the report. Unless otherwise stated, the assumption is made that all improvements and/or repairs have been completed according to the plans and that the property is operating at levels projected in the report.

MANAGEMENT OF PROPERTY
It is assumed that the property which is the subject of the appraisal report will be under typically prudent and competent management which is neither inefficient nor superefficient.

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FEE
The fee for any appraisal report, consultation, feasibility or other study is for services rendered and, unless otherwise stated in the service agreement, is not solely based upon the time spent on any assignment.

LEGAL EXPENSES
Any legal expenses incurred in defending or representing ourselves concerning this assignment will be the responsibility of the client.

CHANGES AND MODIFICATIONS
The appraiser(s) reserves the right, at the cost of the client, to alter statements, analyses, conclusions, or any value estimates in the appraisal if any new facts pertinent to the appraisal process are discovered which were unknown on the date of valuation of this report.

DISSEMINATION OF MATERIAL
Neither all nor any part of the contents of this report shall be disseminated to the general public through advertising or sales media, public relations media, new media or other public means of communication without the prior written consent and approval of the appraiser(s).

The acceptance and/or use of the Appraisal Report by the client or any third party constitutes acceptance of the Assumptions and Limiting Conditions set forth in the preceding paragraphs. The appraiser’s liability extends only to the specified client, not to subsequent parties or users. The appraiser’s liability is limited to the amount of the fee received for the services rendered.

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QUALIFICATIONS OF APPRAISER
BENJAMIN Q. JOHNSON
Professional Designations
MAI – Designated Member of the Appraisal Institute
State Licensing and Certification
Certified General Appraiser – State of California
License Number AG043925
(Certified through April 29, 2024)

Certified General Appraiser – State of Nevada
License Number A.0205542-CG
(Certified through November 30, 2024)
Professional Experience
Johnson Valuation Group, Ltd. 2015 to Present

Johnson-Perkins & Associates, Inc.

Principal Appraiser 2009 to 2015
Senior Appraiser 2008 to 2009
Intern Appraiser 2006 to 2008
Research Assistant 2005 to 2006
General Electric 2002-2004
Finance Intern (Summers Only)
Formal Education
Santa Clara University – Santa Clara, CA 2005
Bachelor of Science in Commerce; Major in Economics
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QUALIFICATIONS OF
BENJAMIN Q. JOHNSON, (CONTINUED)
Qualified as an Expert Witness
Second Judicial District Court – State of Nevada
Third Judicial District Court – State of Nevada
Ninth Judicial District Court – State of Nevada
Superior Court of California, County of El Dorado
U.S. Bankruptcy Court, District of Nevada
U.S. Bankruptcy Court, Northern District of California
Offices Held and Appointments
Nevada State Board of Equalization
Board Member 2012 to 2022
Chairman 2019 to 2022

Tahoe Regional Planning Agency
Land Use Commodities Market Steering Committee 2014
Appraisal Institute
Reno-Carson-Tahoe Chapter
Director 2011
Secretary 2012
Vice-President 2013
President 2014
Treasurer 2015
Chair of Candidate Guidance Committee 2013 to 2015
Nevada Chapter
Northern Nevada Branch Chapter Vice Chair 2017
Region 1
Nominating Committee 2015 to 2018

Eagle Scout Board of Review, Board Member 2016 to Present Association Memberships and Affiliations
Leadership Development and Advisory Council (LDAC) 2010 Executives Association of Reno (EAR) 2009 to 2012
Tahoe Regional Young Professionals (TRYP) 2015 to 2016

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Resolution 2023-XXX March 28, 2023 Page 1 of 3
.

Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
March 28, 2023
Accepting the development rights appraisal prepared by Ben Q. Johnson, Johnson Valuation Group Limited, and establish a price point for each development right category, pursuant to City Council Resolution 2022-051

BACKGROUND
A. The City has TRPA development rights and land coverage, which have accumulated from various sources (e.g., Environmental Improvement Projects, implementation of Community Plans and Area Plans, City purchase of land with attached development rights, the retirement of rights, and TRPA allocation of development).

B. On May 3, 2022, the City Council adopted City Council Resolution 2022-051, establishing a policy that addresses the future distribution and sale of development rights and land coverage maintained by the City.

C. Resolution 2022-051, which provided for a consistent and equitable disposition process, promoted the achievement of the City’s affordable housing and community development goals, and provided certainty for the development community. The adopted resolution 1) established an annual determination for the fair market value of the development rights and land coverage.

D. The Development Services Department contracted with Ben Q. Johnson (Valuation Group Limited) a California licensed appraiser, to analyze the sale of each development right/ E. Ben Q. Johnson prepared an appraisal dated February 10, 2023 for consideration by the City Council.

F. The appraisal describes the methodology used in determining the value of each development right category, and includes a recommended fair market value for each right.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Accepts the development rights appraisal dated February 10, 2023, prepared by Ben Q.

Johnson, Johnson Valuation Group Limited and the recommended rates.

2. Establishes the price point for each development right by applying a factor of one-third to the recommended rates included in the appraisal and as shown in Exhibit 1 of this resolution.

3. This resolution is effective immediately upon adoption. 260
Resolution 2023-XXX March 28, 2023 Page 2 of 3
Adopted by the City of South Lake Tahoe City Council on March 14, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cristi Creegan, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
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Resolution 2023-XXX March 28, 2023 Page 3 of 3
Exhibit 1
Development Right Market Value Per Unit Based
on Typical Retail Quantity
Price Point Based on
City Council policy
Land Coverage 1B $30/Sq. Ft. $9.99/Sq. Ft.

Land Coverage 4-7 (Potential)
South Stateline HRA
Upper Truckee HRA
$7.50/Sq. Ft.
$7.50/Sq. Ft.
$2.50/Sq. Ft.
$2.50/Sq. Ft.

Land Coverage 4-7 (Hard) $25/Sq. Ft. $8.33/Sq. Ft.

Commercial Floor Area $25/Sq. Ft. $8.33/Sq. Ft.

Potential Residential Units of
Use
$5,000/Unit $1,666.00/Unit
Residential Units of Use $15,000/Unit $5,000/Unit
Tourist Accommodation Units
(City Owned)
$15,000/Unit $5,000/Unit
Tourist Accommodation Units
(Successor Agency)
$15,000/Unit $5,000/Unit
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: March 28, 2023
Agenda Item #: 10
Agenda Item: Appropriation of $3,500,000 for Design/Build Services Fire Station 3 Renovation Executive Summary: In December 2021, the City retained the services of JK Architects of Santa Rosa, CA to provide an assessment of Fire Station 3, and provide design, and construction documents for purposes of renovations of the station. The facility report identified significant building issues that resulted in higher than anticipated preliminary construction estimates. Upon eliminating some scope, and in coordination with the recent adoption of amending City Code Title 3, Chapter 3.45 to allow Design/Build contracts, the department of Public Works has decided to move the project forward via a Design/Build delivery method to ensure a guaranteed maximum price due to volatility in the construction industry.

Staff is requesting an appropriation of $3,500,000 from the City's ARPA Fund and General Fund Undesignated Excess Reserve to support the Project and proceed with the Request for Design/Build Proposals.

Requested Action / Suggested Motions: Pass a Resolution appropriating $3,500,000 from ARPA Funds and General Fund Undesignated Excess Reserves for Design/Build Services for the renovation of Fire Station 3.

CEQA Determination: This project is categorically exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines 15301 (Existing Facilities) because it consists of the repair or minor alteration of an existing public structure involving negligible or no expansion of existing or former use.

Responsible Staff Member: Jim Marino, Capital & Facilities Program Manager Responsible Staff Member: Jim Marino, Capital & Facilities Program Manager (530) 542-6027 Reviewed and Approved By:

Anush Nejad, Director of Public Works
Susan Blankenship[, City Clerk
Olga Tikhomirova, Director of Finance
Heatjer Stroud, City Attorney
Attachments:
01-Staff Report - Fire Station III Renovation.docx
02-Resolution - Budget Appropriation.docx
03-Fire Station 3 Condition Assessment
04- Fire Station 3 Floorplan Estimate (Nov. 2022).pdf
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Council Agenda Report March 28, 2023 Page 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: March 28, 2023
Title: Appropriate Funds for Design/Build Services for Renovations of Fire Station III.

Location: 2101 Lake Tahoe Boulevard
Responsible Staff Member: Jim Marino, Capital Improvements Program and Facilities Program Manager (530) 542-6027.

Background: The building housing Fire Station III was originally built in 1957 with a minor remodel in the 1970’s and an addition and remodel again in 1982. The building has not been remodeled or improved since the 1982 project. The original building was not designed as a fire station and has never been designed with essential service standards in mind.

The roughly 3,310 SF building consists of two levels, with living and administration on the second level and apparatus, medical storage, restroom, generator, SCBA/compressed air and storage generally on the first level. The building is not sprinklered. A HazMat report has been completed and there are no asbestos or hazardous material concerns. The facility has a single ply membrane flat roof with parapet walls. The Fire Station also has a single level outbuilding located to the North/East that currently houses a gym/exercise facility and some mixed storage.

On October 19, 2021, City Council appropriated $171,000 for design services for the renovations of the fire station. JK Architecture of Santa Rosa, CA (now DBA COAR Group), was tasked with performing an assessment of the facility, and working with staff to provide design and bid documents for a renovation via typical design, bid, build project delivery method. On December 22, 2021, JK Architecture provided a Condition Assessment Report for the facility (Attachment 03). The report showed that the facility, in many instances, does not meet current code, and has structural, mechanical, and electrical infrastructure issues.

Additionally, and most importantly, the facility does not provide an adequate operational, administrative, and housing environment for the Fire Department staff and equipment.

Shortly after the assessment report, Public Works and Fire Department staff worked with the architect to come up with some floor plan options that would accommodate the issues presented in the report including repairing structural, mechanical, and electrical items. Additionally, staff directed the architect to plan for a total conversion of HVAC and gas appliances to electric for a future (not part of this scope) net zero project in coordination with the City’s Net Zero and Climate Action Plan goals and objectives.

In May 2022, staff received the estimated project costs resulting from the initial conceptual planning and design process totaling approximately $4.895 million for the total renovation NOT including the soft costs of relocating the staff and equipment during the renovations (Attachment 04). Staff estimated an additional $150,000 for temporary housing and relocation of staff bringing the preliminary project estimate to roughly $5,045,000.

Initially, the project started as a request from the Fire Department personnel to remodel and upgrade the living quarters and administrative areas primarily on the second floor. However, the conditions assessment revealed numerous building and code deficiencies that would be required to be mitigated with the basic remodel, thus increasing scope significantly. ADA Accessibility issues alone require significant work 264
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including the required installation of an elevator/lift, and the size of current fire apparatus require extension of the equipment bay (significant structural work).

Issue and Discussion: In June 2022, FD and PW staff met with Senior staff to discuss the estimated project costs and the potential to fund the project at the time. It was decided to work with the architect to reduce costs to roughly $2,000,000 if possible.

After this discussion, staff and the architect revisited the project conceptual floor plans and work, and eliminated scope consisting of exterior renovations, some site improvements, lower floor renovations, sustainability improvements, and some structural renovations with the intent on maintaining the secondfloor renovations of living and administrative space the priority for the crew and staff. Unfortunately, regardless of the scope reduction, permitting the remodel will require the code upgrades mentioned in the report including accessibility upgrades.

In November 2022, the architect provided a revised floor plan and estimate of approximately $2,300,000 for the construction work only (Attachment 04). An additional $1,000,000 would be required for the soft costs such as; furniture and fixtures, construction administration and management, third party inspection and testing, and the relocation of Fire Department personnel and equipment during the renovations. It is important to recognize that this revised estimate does NOT include the scope of full facility net zero or EV Infrastructure.

Shortly after the revised estimate was received, Fire Department and Public Works staff again met with Senior staff to request the feasibility of a $3.5 million appropriation for the project. Senior staff agreed to the potential appropriation.

In November 2022, Public Works staff and the City Attorney’s Office were also simultaneously preparing to begin drafting language for a City Code change that would allow Design/Build project delivery method for projects over $1,000,000. Considering the upcoming code change, staff was directed to continue this project via a design/build delivery method. Design/Build delivery allows for a pre-qualified contractor/design firm to produce a completed project which meets the city’s design and operational intent at a guaranteed maximum price. Subsequently to this directive, staff met with the architect in January 2023 and informed them that their scope of work would change to creating a set of bridging documents that would be utilized in a design/build pre-qualification and proposal RFP.

Financial Implications: In 2021 and 2022, the City received a total of $5,309,994 in the American Rescue Plan Act (ARPA) funding. City Council elected the provision of a “standard allowance” provided in the Treasury Final Rule that allows the City to spend these funds on government services through the period of performance. To date, the City Council allocated or earmarked a total of $2,598,537 to various projects and program. Staff proposes using the remainder of funding for the Fire Station III Renovations project. This funding is required to be fully spent by the end of 2026.

The attached resolution (Attachment 02) requests appropriation of funds from the State and Local Fiscal Recovery Funds Program (SLFRF) in the amount of $2,700,000 and appropriation of General Fund Undesignated Excess Reserves in the amount of $800,000 for a total appropriation of $3,500,000 for purposes of a design/build renovation of the facility.

Table A below details the funding appropriation transfer.

From (Fund) Amount Transfer to:

ARPA funding $2,700,000 301-60071-48030
GF Undesignated Excess
Reserve
$800,000 301-60071-48030
Total $3,500,000
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Council Agenda Report March 28, 2023 Page 3 of 3
Table A – Fund transfer detail
Sustainability Implications: The facility utilized for Fire Station III was not designed originally as a fire station, and the minor remodel in the 1970’s and again in 1982 did not create a facility strictly designed for fire department operations. The facility is not an Essential Services facility and cannot become one without completely replacing the facility, and the current site is likely not sized appropriately for a new facility and required site improvements.

This project is typical of the struggle between mitigating the effects of deferred maintenance, and operational program evolution, while implementing regulatory compliance, energy sustainability and carbon reduction. Although this project serves to upgrade outdated living and administration quarters and comply with building, mechanical, and electrical code where dictated, the project does not contain scope for net zero implementation. Any work contemplated in the deign/build scope will of course meet current title 24 requirements, and the current estimate includes a VRF HVAC System (electric), but scope such full building electric, solar power generation, battery storage systems, and EV charging infrastructure are not contemplated in this scope.

Costs for net zero conversion have not been estimated but will likely add another $1M or more to the project depending on the complexity of the system components and space required for such. Roof mounted PV panels may be very difficult to access, and the site is too constricted/shaded for ground level panels.

The project as conceptually scoped to date, represents a tenant improvement of an existing facility with an expected lifespan of 10-12 years for the renovations before another improvement is due. In that timeline, the Fire Department and City should consider a master planning process of the Fire Department assets and determine if the existing location of Fire Station III is appropriate for a tear down and construction of a new net zero facility or if another location is appropriate in year 2033-35 or sooner.

Environmental Considerations: This project is categorically exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines 15301 (Existing Facilities) because it consists of the repair or minor alteration of an existing public structure involving negligible or no expansion of existing or former use.

Policy Implications: City Council Strategic Priority 5 – Continuous Improvement Goal 5.1 Public Safety “Ensure substantial investment in public safety by investing in police, fire and snow removal operations and equipment needs…”
Goal 5.3 Infrastructure and Maintenance “Ensure our City has sustainable funding sources to properly maintain infrastructure including roads, snow removal, facilities, recreation sites and trails.” 266
Resolution 2023-XXX March 28, 2023 Page 1 of 2
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
March 28, 2023
Appropriation of Funds for Design/Build Services for the Renovations of Fire Station III

BACKGROUND
A. The City of South Lake Tahoe has designated the Renovations of Fire Station III a viable and desired project.

B. The Department of Public Works will be soliciting design/build services for the project in FY 22-23.

C. The Department of Public Works is seeking appropriation of funds in the amount of $3,500,000 to support the design/build services for the project including soft costs associated with the project.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Authorizes the transfer of $3,500,000 of funds from the City’s ARPA Fund and General Fund Reserve into the project account to support the project design/build services as defined below.
36300 General Fund Undesignated Excess
Reserves
(-) $800,000
36300 ARPA funding (part of the GF
Undesignated Excess Reserve fund
balance as of September 30, 2022)
(-) $2,700,000
30160071-48030 Construction (+) $3,500,000
Adopted by the City of South Lake Tahoe City Council on March 28, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cristi Creegan, Mayor
267
Resolution 2023-XXX March 28, 2023 Page 2 of 2
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
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SITE AND FACILITY ASSESSMENT
SOUTH LAKE TAHOE FIRE STATION 3
2101 Lake Tahoe Blvd. South Lake Tahoe, CA 96150
12/24/2021
Prepared by:

Jeff Katz Architecture
200 E Street Santa Rosa, CA 95404
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200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com TABLE OF CONTENTS:

1. Existing Floor Plans

2. Architectural Site Assessment/JKA

3. Structural Site Assessment/ZFA

4. Mechanical and Plumbing Site Assessment/McParlane

5. Electrical Site Assessment/ ELEN
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UP
UP
UP
UP

APP BAY
5 COMPRESSED

AIR/GENERATOR
6 GARAGE/HOSE
7 MED/ICE
8 LAUNDRY
9 ENTRANCE
10 RR
11 HALL
12 STORAGE
13 VESTIBULE
30 GEN AIR
25 SF
IT
14 375 SF

CONC DECK
15 337 SF

KITCHEN/DINING
16 88 SF
RR
17 83 SF

SHOWER ROOM
18 62 SF
HALL
19 441 SF
DORM
20 235 SF

DAYROOM
21 313 SF
ADMIN
22 51 SF
STOR
23 178 SF

TURNOUT
24 124 SF
OFFICE
209 SF 25
OFFICE
26 131 SF
OFFICE
27 130 SF
OFFICE
28 66 SF
HALL
29 SCALE: 1/4" = 1'-0"

EXISTING FLOOR PLANS
South Lake Tahoe FS 3 Remodel
Project Status 12/23/21

EXISTING FIRST FLOOR PLAN EXISTING SECOND FLOOR PLAN
271
200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com I. Building History and Background
The station was originally built in the 1950s with an addition and remodel in the 1970s.

The original building was constructed primarily of CMU, and the remodel augmented this structure with timber framing in the expansion. The original building was not designed as a fire station and has never been designed with Essential Service standards in mind.

The building consists of two levels, with Living and Administration on the second level and Apparatus, Medical Storage, Restroom, Generator, SCBA/Compressed Air and Storage generally on the first level. The building is not sprinklered. A HazMat report has been done and there are no asbestos or hazardous material concerns. The Fire Station also has a single level outbuilding located to the North/East that currently houses a Gym facility and some mixed storage.

II. Scope and Program
To minimize required seismic and functional requirements, the current remodel will not be designed to Essential Service standards. The following are some basic outlines of recommended program, scope and functional upgrades:

1. Phasing of the project needs to be assessed to determine viability of keeping portions of the station operational. Due to the extensive systems upgrades recommended it is unlikely that partial operation of the building will be practical.

2. Circulation upgrades: to comply with accessibility requirements an elevator to the second floor will be required. Also, the stairways do not comply with code and will need to be revised. A fire pole from second floor Bunk Rooms to the App Bay is being proposed to increase response times in addition to the stairways.

3. Building exterior: minor modifications to siding and roofing to update the building and remove aging, deteriorating finish materials are being proposed. Due to the age of the last remodel it is likely that the building envelope will need to be updated. This would include roof and wall insulation and windows updated to meet current acoustic and energy standards.

4. Building interior: functional spaces to be updated and modified to make the building more functional and serve the needs of the crew more effectively, as well as respond to current best practices for operational fire stations. See following section for a space by space assessment and recommended upgrades.
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200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com III. Space by Space Assessment

1. Exterior Outbuilding: While functional as a small gym and cardio equipment facility, some upgrades are advisable. Evidence of water damage and caulking failing are apparent in the image below. We recommend replacing damaged windows and doors. Also, below image shows crowded conditions in the cardio room. Moving this storage to the main building would make the exercise space more functional.

2. Apparatus Bay: Currently the station is barely adequate for equipment used given the length of the apparatus and bay. Space could be more flexible in redesign if one of the App Bays was expanded internally 4 to 6 feet to accommodate current and future equipment needs. Expansion outside of building footprint not recommended due 273
200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com to cost and complexity. Structural limitations could provide challenges to this upgrade.

Minor finish upgrades here will be incorporated to update the space. 274
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3. Compressed Air/Generator: this room currently houses the compressed air, generator and doubles as office space. Redesign will include removing any office function to avoid noise and smells from compressed air system. Generator is being relocated outside in a separate contract and will alleviate any interior noise and air contaimination concerns.

4. Hose and Trailer Garage: Adequate in function but will be reconsidered in redesign if space is needed for higher priority station programming and functions. 275
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5. Level 1 Restroom/Med Storage/Laundry: Inadequate as currently designed and will be revised in redesign to meet accessibility and functional requirements.

6. Stairways: step rise is too steep to comply with current code. Code compliant stairways to be incorporated into redesign. An elevator will be included to meet accessibility requirements.
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200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com

7. Kitchen/Dining/Dayroom: Current facilities are undersized. Recommended redesign and upgrade to provide functional, updated facilities for 4 to 8 staff. Dining to accommodate seating for 8. Current Dayroom location is remote from Kitchen/Dining which is not recommended.
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200 E Street Santa Rosa, CA 95404 | 707.544.3920 | www.jeffkatzarchitecture.com

8. Bunk Rooms: The current accommodations to not meet current best practices for separate sleeping accommodations for staff. Recommend redesign to include 4 individual bunk rooms to replace current partitioned Bunk Dorm. New Bunk rooms will be sized to accommodate one Twin XL bed, 3 lockers and desk space. Egress windows and a 1 hour rated corridor and egress path to be included. Proposed design will locate Bunk Rooms on North side of second level to avoid street noise and lights from Lake Tahoe Blvd.
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9. Second Level Restrooms: current design does not meet accessibility compliant requirements and lacks privacy for toilet and showers. Recommend redesign to incorporate updated individual restroom facilities to include two restrooms to serve the 4 bunk rooms. One of the two restrooms to be ADA compliant. Both restrooms to contain sink, toilet and shower. Recommend also providing an additional restroom containing toilet and sink to serve the Administrative office area.

10. Administrative Offices: new design to incorporate spaces for 4 to 6 offices. 279
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11. IT Room: upper level IT room adequate for current needs but to be enlarged for likely upgraded IT needs. Recoemnd that the IT Room be relocated to first level to create more design opportunities/space for Admin and Living quarters. New IT Room to have stand alone Cooling system for the room.
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12. Turnout and Space Gear Storage Room: Existing storage room can be relocated to first level. A separate Turnout Room to be provided including turnout lockers for 12 firefighters will be included in redesign at this new location. 281
Conditions Assessment Report
South Lake Tahoe - FS III Crew Quarters
2101 Lake Tahoe Boulevard (US 50)
South Lake Tahoe, CA 96150
ZFA Project: 21689.00
December 22, 2021
Prepared For:

Jeff Katz
Jeff Katz Architecture
200 E Street
Santa Rosa, CA 95404
Prepared By:

Kevin Zucco, Principal in Charge
Draft 12/22/2021 12:22:33 PM
282
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 1 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA

INTRODUCTION
A general conditions assessment structural review of two buildings located at South Lake Tahoe FS III at 2101 Lake Tahoe Boulevard (US 50) in South Lake Tahoe, CA (see Appendix A: Location Map and Site Map) was performed as requested by Jeff Katz Architecture as part of due diligence. One site visit was completed on December 03, 2021 to visually review the general condition of the structures; however, no destructive testing or removal of finishes was performed or included in scope. Non-structural elements such as Mechanical, Electrical, Plumbing, Equipment Anchorage or Architectural elements were not included within the scope of this review.

The following documents were provided for review:
• South Lake Tahoe FS III - Remodel Drawings dated 09/02/81 • No other relevant documents were provided
The American Society of Civil Engineers (ASCE) 41-17 Standard for Evaluation and Retrofit of Existing Buildings provides a “Tier 1” checklist format which was used as a guide for this assessment which helps to identify points of review and potential deficiencies. This assessment does not constitute a seismic evaluation. In a complete seismic evaluation, Tier 1 individual checklists and analysis would be completed for the original structures and any renovations or additions in conjunction with detailed Tier 2 and/or 3 analyses as required.

The following is grouped into two buildings as designated on the site plan provided (Appendix A: Site Map) and site structures.
• Firehouse 3,310sf:
o Apparatus Bay & Support (lower level)
o Living Quarters (upper level)
• Storage Building/Gymnasium <2,000sf

STRUCTURE OVERVIEW
General Site Description
The buildings are located on a flat city lot on the North side of Highway US 50. The original firehouse structure was constructed in 1957 and was remodeled in 1982. Since this remodel, several code updates have occurred with increases made to seismic requirements. Additionally, the Essential Service Act of 1986 was established resulting in additional design parameters for Essential Service Structures. Overall, CMU construction requirements have significantly improved since construction. It is not likely that the structure meets ALL current code requirements, and some deficiencies are expected when compared to current code. For optimal Essential Service building performance, it is recommended that a full seismic evaluation be completed. Any seismic evaluation/code analysis renovations or additions shall be in conjunction with detailed Tier 2 and/or 3 analyses as required.

The storage building/gymnasium is a single-story wood building. The structure has been modified over many years with part of the building being enclosed later. It is not likely that the structure meets current code requirements with increases to seismic requirements, and several deficiencies are expected when compared to current code. Ideal or target code performance is not probable without improvements. This structure is less than 2,000sf and therefore is exempt from the 1986 Essential Service Act. A full evaluation of the structure and use occupancy is recommended.

Modifications to exterior wall openings of these structures will result in a code upgrade to each affected element and the respective foundations.
283
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 2 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Structural System and Materials Description
General
The original structures are rectangular in plan. The firehouse building is two-stories while the storage building/ gymnasium is one-story. The two structures are separate making them structurally independent of one another.

Roof and Floor Framing
Both structure’s roofs are generally wood framed with sawn lumber wood rafters and joists. Roofs have plywood sheathing for diaphragms. The floor of the firehouse is sawn lumber joists and plywood sheathing.

Walls
The firehouse building is primarily concrete masonry unit CMU walls and structural and non-structural wood walls. The storage building/gymnasium consists of wood walls.

Seismic Force-Resisting System
The primary lateral (seismic and wind) force resisting system is CMU shear and wood shear walls at the firehouse building. The system at the storage building/gymnasium is wood shear walls.

Ground Floor and Foundations
The ground floor and foundation of all buildings are concrete shallow footing and slab on grade.

Field Verification and Condition Assessment
Based on the site visit, the buildings have been constructed with at least one phase/remodel. However, the structures have been in the current condition for many years. Typically, these conditions do not exhibit immediate signs of danger or collapse. However, several conditions warrant repairs or attention.

FINDINGS AND RECOMMENDATIONS
The buildings were constructed under various older buildings codes or construction techniques. It is not expected that the structures would meet current code standards; however, all buildings should have been permitted and constructed to meet construction standards and codes at the time. The firehouse was constructed and remodeled prior to the 1986 Essential Service Act and therefore would not comply. The storage/gymnasium is exempted from the Essential Service by size.

The following structural items were observed during the site visit (see Appendix B: Images). Items are listed in order of exterior approximately from the top of structure down to the interior separated by level. Modifications to the structural systems or changes to the structural risk category or occupancy increases would trigger compliance with current code.

Alternatively, voluntary structural improvements can be implemented to mitigate issues or improve performance. All new construction should meet current code requirements.

Firehouse Exterior:

Findings and Recommendations:
a. ROOF: Per occupants and maintenance staff, there is leakage through the existing roof. See Images 5 & 6. 284
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 3 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA RECOMMENDATION: Review roof framing members in detail. Repair any damaged conditions in members or connections. New roof framing may need to be considered for positive drainage at an appropriate slope. A 10% increase in roof weight will trigger full seismic current code compliance. b. PILASTERS: The CMU pilasters/‘frame’ at the apparatus bay openings likely do not meet code requirements for lateral resistance to wind and seismic lateral forces. Also, the CMU veneer is damaged. See Images 1, 7, & 8.

RECOMMENDATION: Remove the stone veneer and potentially the CMU pilasters/’frame’. Extend the apparatus bay towards the street to gain apparatus depth. At new apparatus bay entry, install a new structural steel moment frame and foundations. Alternatively, perform extensive inspections and testing of existing construction and analysis of the existing CMU frame to strengthen or verify meets current code. c. HEAVY VENEER: Per ASCE 41-17, Table 4-1 Patterns of Defects and Deterioration, veneer typically shows evidence of deterioration, damage, or corrosion in connections RECOMMENDATION: Review all veneer components in detail. Remove veneer or strengthen and provide components to meet current code as required.
d. SECOND FLOOR GUARD RAIL: In some locations, guardrails do not meet code requirements. See Images 9 &

10. RECOMMENDATION: Review/analyze all guardrail conditions. Provide guardrail to meet current construction standards.
e. DECK BRACING: The framing lacks an adequate system to resist wind and seismic lateral forces. See Image 11.

RECOMMENDATION: Provide a comprehensive wind/seismic analysis and code compliant wind/seismic force resisting system to foundations.
f. DAMAGED FRAMING/SHEATHING: In multiple exterior exposed locations wood framing/sheathing was noted with damage and staining and could be compromised in some locations – see framing, siding, trim, etc. See Images 10, 11, & 12.

RECOMMENDATION: Review all conditions in detail. Repair any damaged conditions in members or connections.
g. TYPICAL WOOD: Per ASCE 41-17, Table 4-1 Patterns of Defects and Deterioration, wood components typically show evidence of decay, shrinkage, splitting, fire damage or sagging. Their connections are typically deteriorated, broken, or loose.

RECOMMENDATION: Review all wood members and their connections in detail. Strengthen and provide members and connections to meet current code as required. 285
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 4 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Firehouse Apparatus Bay & Support (lower level):

Findings and Recommendations:
h. CMU SHEAR WALLS: The exterior CMU shear walls likely do not meet code requirements. See Image 13.

RECOMMENDATION: Review all CMU shear wall conditions. Provide strengthening and structure to reinforce the walls as required or replace to meet current code.
i. CMU WALL ANCHORAGE: The exterior CMU walls likely do not meet code requirements for connections to the floor framing. In an earthquake, heavy walls can pull away from floor framing members causing collapse. This is a common deficiency for old CMU buildings with light wood framed floors.

RECOMMENDATION: Review all CMU to floor connections conditions. Provide strengthening and structure to reinforce the connection as required to meet current code. j. NTERIOR BEARING/SHEAR WALLS: Interior CMU wall between apparatus bay and rear support rooms is a bearing and shear wall. See Image 14.

RECOMMENDATION: Review contribution of this wall to support additional framing above. Any modifications to this wall will result in a code upgrade to this element and the respective foundations. k. INTERIOR NON-BEARING WALLS: Interior wood walls do not likely contribute to bearing of the system or lateral resistance. See Image 15.

RECOMMENDATION: Review contribution of this wall to support additional framing above. Modifications to this wall could potentially result in a code upgrade to this element and the respective foundations. l. BEAMS: Where the large beams are supported at the CMU pilaster, it is unclear if the wall anchorage meets code requirements. The beam and CMU pilaster could separate in a seismic event and cause collapse. See Images 16 & 17.

RECOMMENDATION: Review existing beam to CMU pilaster connection in detail and provide connections to meet current standards. Strengthen CMU for connection or remove CMU pilasters and provide new steel moment frame in its place per recommendation b.
m. CONCRETE SLAB: Significant slab cracks were noted at multiple locations. See Images 18 & 19.

RECOMMENDATION: Rout and clean and fill small cracks with epoxy grout. At large crack locations, some removal and concrete patching may be required for more durable repairs. 286
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 5 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Firehouse Living Quarters (upper level):

Findings and Recommendations:
n. INTERIOR WALLS/FRAMING: The framing on this level does not match previous plans: interior walls have been moved or completely removed and columns have been added in their place. See Image 21.

RECOMMENDATION: Review contribution of this wall to support additional framing above. Existing conditions or modifications to this wall could potentially result in a code upgrade to this element and supporting elements (walls below and foundations).
o. CMU WALL ANCHORAGE: The exterior CMU walls likely do not meet code requirements for connections to the roof framing. In an earthquake, heavy walls can pull away from roof framing members causing collapse. This is a common deficiency for old CMU buildings with light wood framed roofs.

RECOMMENDATION: Review all CMU to roof connections conditions. Provide strengthening to reinforce the connection as required to meet current code.

Storage Building/Gymnasium:

Findings and Recommendations:
p. DAMAGED FRAMING/SHEATHING: In multiple exterior exposed locations wood framing was noted with moisture damage and staining and could be compromised in some locations – see framing, siding, trim, etc. See Images 22, 23, 24, 25 & 27.

RECOMMENDATION: Review all conditions in detail. Repair any damaged conditions in members or connections.
q. SETTLEMENT: Slight differential settlement was apparent where building was enclosed in different phases. See Image 26.

RECOMMENDATION: Review framing members and foundations in detail. Provide compatibility between different framing and foundations which meet current code requirements. r. WOOD POST: The wood post and post base do not meet code requirements. The post appears to be embedded in the ground. See Image 27.

RECOMMENDATION: Review all post and post base conditions. Revise or strengthen posts and post base connections to meet current standards. Revise foundation supports for durability and strengthen for adequate load as required.
s. INTENDED USE: This building appears to be used for a gymnasium/activities and storage. See Image 28. 287
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 6 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA RECOMMENDATION: Review the structure occupancy requirements and performance goals. Modifications could potentially result in code upgrades to the structure. See i. and j. above.

Proposed Modifications Firehouse:

Proposed Modification and Recommendations:
t. ADD ELEVATOR: Add elevator (assumed exterior) for code compliance RECOMMENDATION: The elevator should be added to exterior and be completely seismically separated from the structure and self-supporting to avoid seismic upgrades to the existing structure. These type of elevator structures are structural steel frames with infill wood framing. u. RECONSTRUCT STAIRS: Demolish and reconstruct existing stairs for code compliance RECOMMENDATION: Remove and re-frame second floor framing at openings and support walls and foundations below.
v. ADD FIRE POLE: Add a new fire pole between dorms and apparatus bay below RECOMMENDATION: Consider firepole added to building exterior existing opening to avoid floor and wall framing modifications. Interior addition will require new opening and re-framing at floor and support walls and foundations below.
w. REVISE UPPER FLOOR PLAN: revise/relocate day room, bunk rooms, restrooms, and administration offices RECOMMENDATION: Remove and re-frame second floor wall framing including exterior and interior bearing and shear walls. Modifications to interior structural walls and new/revised exterior openings will require current code compliance for gravity and seismic. See i. and m. above. x. EXPAND APPARATUS BAY: Extend at least one apparatus bay 4-6ft.

RECOMMENDATION: Extend both bays and add structural moment frame per b. above. Modification to the interior CMU bearing and shear wall at the rear of the apparatus bay will require current code compliance for gravity and seismic including foundations.
y. REVISE LOWER FLOOR PLAN: Relocate IT room to lower floor and add turnout lockers.

RECOMMENDATION: Modification to the interior CMU/Wood bearing and shear wall at the rear of the apparatus bay will require current code compliance for gravity and seismic including foundations. See i. and j. above. z. ADD GENERATOR: Add new exterior generator (separate contract).

RECOMMENDATION: Provide new structural concrete pad and code compliant anchorage for new generator 288
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 7 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA

CLOSING
The structural review is based on that which was and available original structural drawings. No attempt was made to uncover hidden conditions or perform any destructive or non-destructive testing. The items discussed in this report are subject to revision should more information become available. No structural analysis for loads or capacities was performed under the scope of this review.

We understand you may have questions regarding this evaluation and are available for comment and explanations.

Please call with any questions you may have. Thank you for choosing ZFA Structural Engineers to assist you with this building condition assessment.

Kevin Zucco
Executive Principal
ZFA Structural Engineers
Dezire Perez
Designer
ZFA Structural Engineers
Draft 12/22/2021 12:23:04 PM
289
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 8 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA APPENDIX A – LOCATION MAP AND SITE MAP
290
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 9 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA 291
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 10 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA 292
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 11 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA APPENDIX B – IMAGES

FIREHOUSE EXTERIOR
293
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 12 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 1: South Elevation
Image 2: East Elevation
294
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 13 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 3: North Elevation
Image 4: West Elevation
295
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 14 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 5: Roof Overview
Image 6: Roof Slope
296
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 15 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 7: Pilaster
Image 8: Spalling Veneer
297
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 16 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 9: Deck Overview
Image 10: Guardrail Connection
298
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 17 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 11: Deck Supports
Image 12: Damaged Framing
299
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 18 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA APPENDIX B – IMAGES

FIREHOUSE APPARATUS BAY & SUPPORT
(Lower Level)
300
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 19 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 13: Exterior CMU Wall
Image 14: Interior CMU Wall
301
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 20 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 15: Interior Wood Wall
Image 16: CMU Pilaster or ‘Frame’
302
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 21 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 17: Beam to CMU Pilaster Connection
Image 18: Interior CMU Wall Foundation
303
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 22 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 19: Slab Cracks
304
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 23 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA APPENDIX B – IMAGES

FIREHOUSE LIVING QUARTERS
(Upper Level)
305
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 24 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 20: Living Quarters Overview
Image 21: Interior walls and steel column
306
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 25 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA APPENDIX B – IMAGES

STORAGE BUILDING/GYMNASIUM
307
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 26 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 22: North Elevation
Image 23: East Elevation
308
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 27 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 24: South Elevation
Image 25: West Elevation
309
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 28 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 26: Differential Settlement
Image 27: Post Base
310
CONDITIONS ASSESSMENT REPORT- South Lake Tahoe – FS III Crew Quarters | 29 2101 Lake Tahoe Boulevard (US 50), South Lake Tahoe, CA Image 28: Interior Storage Building/ Gymnasium
311

P R I N C I P A L S
P A U L F . M c P A R L A N E , P . E . | D O U G L A S R . I S A A K S , P . E .

J A V I E R R . A R E S | C H R I S T O P H E R L . J A C K S O N San Diego Orange County
4830 Viewridge Avenue, Ste A, San Diego, California 92123 2 S Pointe Drive, Ste 180, Lake Forest, California 92630 P (858) 277-9721 | F (858) 277-9760 | [email protected] P (949) 296-3136 | F (949) 296-3137 | [email protected] December 22, 2021 via email: [email protected] Mr. Jeff Bousfield

JEFF KATZ ARCHITECTURE
200 E Street
Santa Rosa CA 95404
Re: South Lake Tahoe Fire Station No. 3 Site Assessment Our Proposal Number: P21131SD
Dear Jeff:

McParlane & Associates, Inc. visited the above-referenced project on Friday, December 3, 2021, to conduct a limited review of the existing mechanical and plumbing systems installations on the South Lake Tahoe Fire Station No. 3 project located in South Lake Tahoe, California. The limited review conducted did not include testing of systems or a detailed examination of system conditions but only a visual observation conducted in accordance with our professional standard of care. In addition, staff personnel provided a history of past challenges with the HVAC & Plumbing systems operating to help our team get a better read on the overall functionality and dependability of the installed systems. At the time of the visit, the HVAC and Plumbing systems were in operation and the station was occupied.

As a result of our observations, the following general items observed, and noted:

I. MECHANICAL
➢ Existing gas/electrical rooftop unit are functioning, however are reportedly problematic. ➢ Existing conditioning systems utilize a combination of above ceiling and below floor air distribution.
➢ Existing HVAC controls are conventional (non-programmable) type. ➢ Existing IDF room unit is nearing end of its useful life. ➢ Exhaust fans in restrooms/shower rooms are weak at best. ➢ Thermal controllability of systems is difficult to staff. ➢ Apparatus bay is served from below floor heating system. ➢ Plymovent exhaust to apparatus is functioning satisfactorily to staff, although discharge duct may require relocation
312
Mr. Jeff Bousfield December 22, 2021
Our Proposal No.: P21131SD

________________________
➢ Due to extent of anticipated remodel, it was concluded that the HVAC scope would include a complete gut and integration of new systems.
➢ Due to mention of a desired future zero-net-energy goal, team is looking strongly at a VRF system to give improved efficiency and better individual thermal comfort. ➢ New exhaust for restrooms/shower rooms and kitchen area anticipated to meet and/or exceed code required exhaust rates.
➢ New duct systems are anticipated to accommodate area modifications and minimize future duct air leakage.
➢ New outside air provisions are recommended to maintain code required ventilation rates. ➢ New IDF cooling only unit.
➢ New heaters for apparatus bays and adjacent support areas. ➢ New turnout exhaust, dryer exhaust and area
➢ New DDC controls systems
➢ New turnout exhaust is recommended.
➢ Generator location may need to be reevaluated.
➢ As a follow up to our site visit, I have contacted our VRF suppliers and confirmed the VRF system type can operate satisfactorily in temperatures anticipated for this area – so we should be good with the VRF all electric option. I am also looking into electrical heaters for the apparatus bay with minimal clearance requirements and electrical water heating options.

II. PLUMBING
➢ Existing plumbing fixtures are mis-matched and in poor visual condition. ➢ Kitchen appliances (gas cooktop/over and coffee makers) are in need of replacement. ➢ No gas solenoid shutoff valves existing in our building. ➢ Sewer lines are reported in need of inspection, hydro jetting, repair and/or replacement.

Station staff recommends connection to existing site sewer. ➢ Water line enters building through the apparatus bay and should be re-piped to maximize system longevity, isolation capabilities and future leaks due excessive velocity. ➢ Gas may be considered for reuse; however, elimination may be needed to meet net-zero goals, however meter and main appear in good condition. ➢ Water heater should be changed to an electric heat pump water to help support net-zero goals.
➢ No backflow preventor exists on building main water line. One should be added for public and occupant safety. Device should be protected from freezing ➢ New condensate pipe should be added.
➢ All new hot, cold and recirculation pipe should be provided. All water piping should be insulated.
➢ All new soil, wase and vent piping (conventional) should be provided. ➢ Roof drains and overflow currently sheet flow off from building. ➢ Evaluate and rework drain system in apparatus bay (including sand-oil interceptor if needed).
313
Mr. Jeff Bousfield December 22, 2021
Our Proposal No.: P21131SD

________________________
➢ New sewer extension to the building (from existing site main). ➢ We shall be excluding gas modifications to fitness building. ➢ We shall be excluding site drainage modifications)
➢ New compressed air systems (piping only from relocated air compressor). ➢ New turnout discharge pit is recommended.

Respectfully,
MCPARLANE & ASSOCIATES, INC.

Doug Isaaks, P.E
Principal
DRI/kr
z:\01 mpa\administration department\proposals\p21-sd\p21131sd south lake tahoe fs 3\(2021-12-22) south lake tahoe fs no.3 site assessment.docx 314
Electrical Assessment
December 22, 2021
South Lake Tahoe Fire District
Fire Station 3
Lake Tahoe, California
Prepared by:

ELEN Consulting, Inc.
9150 Chesapeake Drive, Suite 220
San Diego, CA 92123
Ph: 619-550-1085
315
Contents

1. General Overview .................................................................................................................................2

2. Electrical Systems..................................................................................................................................3

2.1. Existing Electrical and Telecom Services.......................................................................................3

2.2. Existing Electrical...........................................................................................................................3

2.3. Existing Exterior Lighting...............................................................................................................3

2.4. Existing Interior Lighting ...............................................................................................................3

3. Recommendations:...............................................................................................................................4

3.1. Building Service.............................................................................................................................4

3.2. Electrical Load Summary...............................................................................................................4

3.3. Panelboards and Switchboards.....................................................................................................4

3.4. Exterior Lighting ............................................................................................................................5

3.5. Interior Lighting.............................................................................................................................5

3.6. Interior Telecom and Low Voltage................................................................................................5

4. Exhibits..................................................................................................................................................6

1. General Overview
The existing building area is approximately 5,000 total sq.ft. of indoor conditioned space. Facility has been in use and relatively well maintained.

Observations based on field walk Friday Dec 3, 2021.

Codes and Criteria
• CBC 2019, California Building Code
• CEC 2019, California Energy Code.
• 2019 Building Energy Efficiency Standards, including Title 24 part 6. • ASTM, American Society of Testing and Materials
• ANSI, American National Standards Institute
• UL, Underwriters Laboratories
316

2. Electrical Systems

2.1. Existing Electrical and Telecom Services

2.1.1. The main building is supplied with a single utility transformer serving an existing 400A 240V/120V 1-Phase 3 Wire switchboard board “MSB”.

2.1.2. MSB contains the main breaker/ service disconnect only.

2.1.3. A separate meter and overhead service have been provided to the work out building.

2.1.4.Existing transformer pole mounted, located in the rear of the station.

2.1.5.Multiple panels are located through the building on the first floor providing distribution to devices and equipment.

2.1.6.Existing AT&T point of connection is located adjacent to the utility transformer, pole mounted in the rear of the station.

2.1.7.Telecom service stubs up into building storage closet and terminates into 110 blocks and owner provided router/switch.

2.2.Existing Electrical

2.2.1. There is a combination of grounded and ungrounded (2 pin) electrical receptacles located throughout the station.

2.2.2. The existing receptacles in the kitchen area do not have GFCI protection.

2.2.3. Bunk room areas do not have AFCI receptacles, and there are no AFCI circuit breakers located within the panel boards.

2.2.4. The existing receptacles in the restrooms do not have GFCI protection.

2.3.Existing Exterior Lighting

2.3.1.Existing exterior lighting is a combination of LED, CFL and Metal Halide or HPS.

2.3.2.Exterior under canopy lights are recessed CFL downlights.

2.3.3.The building exterior has flood lights in several locations mounted to provide illumination for the playground and patio area.

2.4.Existing Interior Lighting

2.4.1. Existing interior lighting consists of predominantly surface mounted linear fluorescent wrap around fixtures, and recessed T8 fluorescent.

2.4.2.Illumination levels were not measured; however, it was observed that they are consistent with the type of construction, and level of maintenance typical for the building.

2.4.3.Existing controls are localized wall stations. There does not appear to be a central lighting control system for interior lighting.
317

3. Recommendations:

3.1. Building Service

3.1.1.Building Service is recommended to be upgraded to an 800A 208Y/120V 3PH 4W service.

3.1.2.Maximum allowable service per SDG&E in 208/120V 1PH 2W is 600A and would not be sufficient for a modern facility. (Refer to calculations below)

3.2.Electrical Load Summary

3.2.1. New preliminary load calculations are based on 5,000 sq. ft. CEC minimum requirements, and the desire to go 100% electric for appliance and heating loads.

Load description VA/SF Total kVA Demand Factor Total kVA Lighting 1VA/SF 5 125% 6.25
Receptacles 4VA/SF 20 first 10kVA @ 100% 10.00
Remainder @ 50% 5.00
HVAC Equipment 10VA/SF 50 100% 50.00
Equipment and Appliances 150 100% 150.00
Grand Total: 221.25
+20% Spare Capacity: 256.5kVA
737.5 Amp @ 208Y/120V-3Ph- 4W

3.3.Panelboards and Switchboards

3.3.1.Provide new 208V 3PH 4W panels for the following loads:

3.3.1.1. General Power

3.3.1.2. Interior and Exterior lighting

3.3.1.3. HVAC and Plumbing Equipment.

3.3.1.4. Telecom Room/Equipment

3.3.1.5. Station equipment

3.3.2. Power and Lighting panels should be located centrally within the building.

3.3.3. HVAC panel should be located near the rooftop mechanical equipment or new mechanical equipment of highest load.

3.3.4.Telecom panel should be located near or within the telecom room.

3.3.5.All panelboards to have main breakers and copper bussing.

3.3.6.All electrical gear shall be fully rated and coordinate to the fullest extent possible.

3.3.7.Building and exterior wire and cables shall copper and be rated at 600V or less. Refer to construction documents for electrical feeder schedule for conduit and wire sizes and quantity.

3.3.8. AFCI breakers shall be provided for all bunk room loads.

3.3.9. New propane generator shall be provided. Size pending programming requirements. 318

3.4.Exterior Lighting

3.4.1.New full cut off LED lighting shall be provided at all exterior landings, walkways and patio areas.

3.4.2.The exterior lighting systems shall be in accordance with the IES recommendations and shall exceed the requirements of California title 24 Energy Code and of Cal Green.

3.4.3.The lighting design will create a visual environment suited to the functions of each space.

Energy efficient lighting utilizing LED lamps throughout will be used.

3.4.4.Illumination levels to be accordance with the IESNA and values and Local guidelines.

3.4.5.All products will have established reliability, maintenance and performance records.

3.5.Interior Lighting

3.5.1.The interior lighting systems shall be in accordance with the IES recommendations and shall exceed the requirements of California title 24 Energy Code and of Cal Green. The lighting design will create a visual environment suited to the functions of each space.

Energy efficient lighting utilizing LED lamps throughout will be used. All products will have established reliability, maintenance and performance records.

3.5.2.All spaces shall be provided with ceiling and wall mounted dual technology occupancy sensors for control of lighting to shut “OFF” in not occupied spaces. Daylighting controls shall be provided wherever possible to take full advantage of natural lighting in spaces and will provide dimming control of lighting.

3.5.3.The lighting control system will be capable to monitor/meter and store power consumption for each circuit/relay, alert maintenance department as soon as circuit ampacity depreciate and compatible with the power provider demand response program.

3.5.4.LED source with a color temperature of 4000 K and a minimum CRI of 80 and extended life of 50,000hours with a minimum of 5 year industry standard warranty from the manufacturer.

3.5.5.Illumination levels to be accordance with the IESNA and values and Local guidelines.

3.6.Interior Telecom and Low Voltage

3.6.1.There Should be a new MDF room located within the building in accordance with BICSI and I3A standards. Runs of category cable run length shall be no greater than 100m.

3.6.2.A fully automatic addressable fire alarm system shall be installed with alarm and audio visual notification devices as required. An annunciator panel shall be provided at the main reception desk area. A Supplemental Notification Appliance Control panel will be provided to power all notification appliances. All cables will be label “Fire Alarm” and color–coded. 319

3.6.3. 4. Exhibits
This page intentionally left blank.
320
UP UP APP BAY COMPRESSED AIR/GENERATOR GARAGE/HOSE MED/ICE LAUNDRY ENTRANCE RR HALL STORAGE VESTIBULE GEN AIR OFFICE BUNK MEETING ADMIN DAYROOM BUNK BUNK CAPT. OFFICE COPY UPPER LOBBY KITCHEN DINING DN STORAGERR ADA RR I.T. CLOSET BUNK WORK STORAGE TURNOUTS STOR SOUTH LAKE TAHOE FIRE STATION III OPTION D SCALE: 316" = 1'-0" REF NORTH LOWER LEVEL · REBUILD BOTH STAIRS TO ACHIEVE CODE MIN. RISE AND RUN FOR CODE COMPLIANT EXITING. · TURNOUT GEAR LOCATED ON FIRST LEVEL ADJACENT TO FIRE POLE AND APPARATUS BAYS FOR IMPROVED RESPONSE TIME. · I.T. CLOSET LOCATED TO THE LOWER LEVEL TO INCREASE SIZE AND FREE UP SPACE ON UPPER LEVEL. · FUTURE ELEVATOR SHOWN DASHED. UPPER LEVEL · REBUILD BOTH STAIRS TO ACHIEVE CODE MIN. RISE AND RUN FOR CODE COMPLIANT EXITING. · 4 NEW RECONFIGURED PRIVATE BUNK ROOMS. · ADMINISTRATION AREA RECONFIGURED TO ACCOMMODATE 2 PRIVATE OFFICE, 1 MEETING ROOM, ADMIN. RECEPT., WORK AREA AND STORAGE. · FUTURE ELEVATOR SHOWN DASHED. LOWER LEVEL FLOOR PLAN UPPER LEVEL FLOOR PLAN 10/31/22 200 E STREET, SANTA ROSA, CA 95404 619.698.9177 | www.coargroup.com 321
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE SUMMARY

CITY OF SOUTH LAKE TAHOE, CALIFORNIA
PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BLDG: SUMMARY
PHASE: 2ND LEVEL ONLY BLDG SF: 6,065
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

BLDG COST PER TOTAL

BASE QTY UNIT BUILDING DIRECT COST
ARCHITECTURAL 1 EA $1,357,372 $1,357,372
STRUCTURAL 1 EA $82,653 $82,653
MECHANICAL 1 EA $416,422 $416,422
ELECTRICAL 1 EA $444,108 $444,108
EXCLUDES NON-CONSTRUCTION COSTS, FF&E, DESIGN FEES, FEES, ETC.

TOTAL ESTIMATE: $2,300,554
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ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST

ARCHITECTURAL
1 EXTERIOR OUTBUILDING

NO WORK
2 APPARATUS BAY

NO WORK
3 COMPRESSED AIR / GENERATOR

NO WORK
4 HOSE AND TRAILER GARAGE

NO WORK
5 LEVEL 1

NO WORK

MEDICAL STORAGE REDESIGN / REMODEL
6 STAIRWAYS
DEMOLISH (E) STAIR, HANDRAIL 1 FLT $5,150.00 $5,150
NEW STAIR 1 FLT $1,030.00 $1,030
NEW HANDRAIL 50 LF $87.55 $4,378
NEW ELEVATOR, WALL FRAMING, FINISHES 2 STOP 1 EA $206,000 $206,000 NEW WALL FRAMING, FINISHES FOR ELEVATOR 900 SF $46.35 $41,715 ROOF FOR NEW ELEVATOR 54 SF $30.90 $1,669
7 KITCHEN / DINING / DAYROOM

KITCHEN / DINING
DEMOLITION 331 SF $12.36 $4,091
NEW FLOORING 331 SF $25.75 $8,523

NEW CABINETS
UPPER 38 LF $360.50 $13,699
LOWER 35 LF $515.00 $18,025
COUNTERTOPS 35 LF $51.50 $1,803

NEW APPLIANCES
REFRIGERATOR 1 EA $2,060.00 $2,060
OVEN / RANGE 1 EA $1,545.00 $1,545
DISHWASHER 1 EA $927.00 $927
NEW CEILING 331 SF $12.36 $4,091

FF&E EXCLUDED

DAYROOM (REDESIGN FOR ADJACENCY)
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST
DEMOLITION 413 SF $5.00 $2,065
NEW FLOORING 413 SF $15.45 $6,381
NEW CEILING 413 SF $12.36 $5,105

FF& E EXCLUDED
8 BUNK ROOMS
DEMOLISH (E) ITEMS 838 SF $5.00 $4,190
NEW WALLS 1,478 SF $13.39 $19,790
NEW FLOORING 838 SF $15.45 $12,947
NEW CEILING 838 SF $12.36 $10,358
NEW DOORS 8 EA $2,575.00 $20,600
NEW PAINT 2,956 SF $2.06 $6,089
9 LEVEL 2 RESTROOMS 902 SF $150.00 $135,300
10 ADMINISTRATIVE OFFICES
DEMOLISH (E) ITEMS 943 SF $12.36 $11,655
NEW WALLS 1,039 SF $13.39 $13,912
NEW FLOORING 943 SF $15.45 $14,569
NEW CEILING 943 SF $12.36 $11,655
NEW DOORS 5 EA $2,575.00 $12,875
NEW PAINT 2,078 SF $2.06 $4,281
LOWER CABINET 24 LF $515.00 $12,360
COUNTERTOP 24 LF $51.50 $1,236
11 IT ROOM
RELOCATE TO LEVEL 1 143 SF $103.00 $14,729
12 TURNOUT & SPACE GEAR STORAGE ROOM
RELOCATE TO LEVEL 1 365 SF $128.75 $46,994
13 MISCELLANEOUS (2ND LEVEL ONLY)
REMOVE (E) GYP BOARD WALLS FOR ELECTRICAL 3,086 SF $2.00 $6,172 NEW GYP BOARD WALLS / PAINT 3,086 SF $15.00 $46,290
SUBTOTAL HARD COSTS $734,259

CONTINGENCY
ESTIMATING CONTINGENCY 20.00% $146,852
324
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ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST
PHASING 0.00% $0
SUBTOTAL CONSTRUCTION COSTS $881,111

MARK-UPS
GENERAL CONDITIONS 18.00% $158,600
OVERHEAD & PROFIT 12.00% $124,765
INSURANCE & BONDS 2.25% $26,201
SUBTOTAL MARK-UPS $309,566
SUBTOTAL CONSTRUCTION COSTS & MARK-UPS $1,190,677

ESCALATION
ESCALATION (ASSUME 2 YEARS AT 7% ANNUAL) 14.00% $166,695 TOTAL ESTIMATE: $1,357,372
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ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST

STRUCTURAL
1 FIREHOUSE EXTERIOR
ROOF

NO WORK

PILASTERS

EXTEND APPARATUS BAY

NO WORK
VENEER

NO WORK

SECOND FLOOR GUARD RAIL
REMOVE (E) GUARD RAIL 52 LF $10.30 $536
NEW GUARD RAIL 52 LF $25.75 $1,339

DECK BRACING
PROVIDE ADDITIONAL DECK BRACING TO MEET CODE 447 SF $6.70 $2,989

TYPICAL LUMBER
REMOVE/REPLACE WOOD MEMBERS/CONNECTIONS 1 LS $5,150.00 $5,150

AS NECESSARY
2 FIREHOUSE APPARATUS BAY & SUPPORT LEVEL 1

CMU SHEAR WALLS

NO WORK

CMU WALL ANCHORAGE

NO WORK

INTERIOR BEARING / SHEAR WALLS

NO WORK
BEAMS

NO WORK

CONCRETE SLAB

NO WORK
3 FIREHOUSE LIVING QUARTERS LEVEL 2

INTERIOR WALLS / FRAMING
CODE UPGRADES AT WALLS NOT ON ORIGINAL PLANS 5,879 SF $2.06 $12,111

CMU WALL ANCHORAGE
STRENGTHENING TO REINFORCE CONNECTIONS TO 5,879 SF $2.32 $13,625 326
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST

CURRENT CODE
4 STORAGE BUILDING / GYMNASIUM

NO WORK
5 FIREHOUSE: PROPOSED MODIFICATIONS

ADD ELEVATOR ARCHITECTURAL

ELEVATOR ARCHITECTURAL

STRUCTURAL STEEL ARCHITECTURAL

WOOD STUDS ARCHITECTURAL

FINISHES ARCHITECTURAL
STAIRS

DEMO / REPLACE FOR CODE COMPLIANCE ARCHITECTURAL

ADD FIRE POLE
DEMO UPPER FLOOR 1 LS $772.50 $773
DEMO LOWER FLOOR 1 LS $772.50 $773
FOUNDATION 1 LS $721.00 $721
STRUCTURE AT SECOND LEVEL CEILING 1 LS $1,545.00 $1,545 NEW POLE 1 EA $5,150.00 $5,150
EXPAND APPARATUS BAY (4'-6')

EXTEND BAYS ARCHITECTURAL

MOMENT FRAME ARCHITECTURAL

FOUNDATIONS ARCHITECTURAL

CMU WALL ARCHITECTURAL

FINISHES ARCHITECTURAL
REVISE LEVEL 1 FLOOR PLAN

FOUNDATIONS ARCHITECTURAL

SEE ARCHITECTURAL ARCHITECTURAL

ADD GENERATOR

EXCLUDED - SEPARATE CONTRACT
SUBTOTAL HARD COSTS $44,710

CONTINGENCY
ESTIMATING CONTINGENCY 20.00% $8,942
PHASING 0.00% $0
SUBTOTAL CONSTRUCTION COSTS $53,652

MARK-UPS
327
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST
GENERAL CONDITIONS 18.00% $9,657
OVERHEAD & PROFIT 12.00% $7,597
INSURANCE & BONDS 2.25% $1,595
SUBTOTAL MARK-UPS $18,850
SUBTOTAL CONSTRUCTION COSTS & MARK-UPS $72,502

ESCALATION
ESCALATION (ASSUME 2 YEARS AT 7% ANNUAL) 14.00% $10,150 TOTAL ESTIMATE: $82,653
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST

MECHANICAL
1 HVAC (2ND LEVEL ONLY)
DEMO ENTIRE EXISTING HVAC SYSTEM 2,940 SF $8.00 $23,516 NEW HVAC SYSTEM - VRF SYSTEM 3,033 SF $35.00 $106,138

NEW EXHAUST SYSTEM
RESTROOMS /SHOWERS 2 EA $875.50 $1,751
KITCHEN 1 EA $875.50 $876
DDC CONTROLS 3,033 SF $3.00 $9,098
NOTE: GENERATOR LOCATION MAY HAVE TO CHANGE
(NOT CONSIDERED HERE)
2 PLUMBING (2ND LEVEL ONLY)
REMOVE & REPLACE (E) PLUMBING FIXTURES 6 EA $3,605.00 $21,630

REMOVE & REPLACE (E) KITCHEN APPLIANCES ARCHITECTURAL

DEMO (E) UTILITIES (INTERIOR)
WATER 3,033 SF $2.00 $6,065
GAS 3,033 SF $2.00 $6,065
SEWER / VENT 3,033 SF $2.00 $6,065

NEW UTILITIES (INTERIOR)
WATER 3,033 SF $5.00 $15,163
GAS 3,033 SF $3.00 $9,098
SEWER / VENT 3,033 SF $5.00 $15,163

NEW COMPRESSED AIR SYSTEM
NEW WATER HEATER 1 EA $4,635.00 $4,635

ADD BACKFLOW PREVENTOR (FREEZE PROTECTION)

REWORK DRAINAGE SYSTEM IN APPARATUS BAY

ADD SAND-OIL INTERCEPTOR

NEW SITE SEWER EXTENSION

NEW TURNOUT DISCHARGE PIT
SUBTOTAL HARD COSTS $225,260

CONTINGENCY
ESTIMATING CONTINGENCY 20.00% $45,052
PHASING 0.00% $0
SUBTOTAL CONSTRUCTION COSTS $270,312

MARK-UPS
GENERAL CONDITIONS 18.00% $48,656
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST
OVERHEAD & PROFIT 12.00% $38,276
INSURANCE & BONDS 2.25% $8,038
SUBTOTAL MARK-UPS $94,970
SUBTOTAL CONSTRUCTION COSTS & MARK-UPS $365,282

ESCALATION
ESCALATION (ASSUME 2 YEARS AT 7% ANNUAL) 14.00% $51,140 TOTAL ESTIMATE: $416,422
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST

ELECTRICAL
1 BUILDING SERVICE
DEMO (E) SERVICE 1 LS $5,150.00 $5,150
NEW 800A 208/120 SERVICE 1 EA $15,450.00 $15,450
2 PANELBOARDS & SWITCHBOARDS
DEMOLISH (E) PANELS / CONDUIT & WIRING 2,940 SF $4.00 $11,758 NEW PANELS 5 EA $4,635.00 $23,175
FEEDERS FROM SERVICE TO PANELS 5,879 SF $9.27 $54,498
3 EXTERIOR LIGHTING

DEMO (E) EXTERIOR LIGHTING

NEW EXTERIOR LIGHTING

NEW CONDUIT / WIRING
4 INTERIOR LIGHTING (2ND LEVEL ONLY)
DEMO (E) INTERIOR LIGHTING 2,940 SF $2.58 $7,569
NEW INTERIOR LIGHTING 2,940 SF $7.21 $21,194
NEW CONDUIT / WIRING 2,940 SF $7.47 $21,951
LIGHTING CONTROLS 2,940 SF $3.09 $9,083
5 INTERIOR TELECOM & LOW VOLTAGE
RELOCATE IT 1 LS $36,050.00 $36,050
NEW FIRE ALARM SYSTEM - COMPLETE 6,065 SF $5.67 $34,358 SUBTOTAL HARD COSTS $240,236

CONTINGENCY
ESTIMATING CONTINGENCY 20.00% $48,047
PHASING 0.00% $0
SUBTOTAL CONSTRUCTION COSTS $288,284

MARK-UPS
GENERAL CONDITIONS 18.00% $51,891
OVERHEAD & PROFIT 12.00% $40,821
INSURANCE & BONDS 2.25% $8,572
SUBTOTAL MARK-UPS $101,284
331
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22-10-11 South Lake Tahoe Fire Station 3Assessment Estimate - R1

ESTIMATE WORKSHEET
CITY OF SOUTH LAKE TAHOE, CALIFORNIA BUILDING: FIRE STATION 3 - 2ND LEVEL ONLY PROJECT: FIRE STATION 3 - 2ND LEVEL ONLY BUILDING GSF: 6,065 PHASE: 2ND LEVEL ONLY
ESTIMATE DATE: OCTOBER 10, 2022
REVISED DATE:

PREPARED BY: J.R. CONKEY & ASSOCIATES

UNIT TOTAL

ITEM DESCRIPTION QTY UNIT PRICE COST
SUBTOTAL CONSTRUCTION COSTS & MARK-UPS $389,568

ESCALATION
ESCALATION (ASSUME 2 YEARS AT 7% ANNUAL) 14.00% $54,540 TOTAL ESTIMATE: $444,108
332
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: March 28, 2023
Agenda Item #: 11
Agenda Item: Financing Agreement with Banc of America Public Capital Corp for Snow Removal Equipment
Executive Summary: On March 14, 2023, the City Council approved a purchase of several pieces of snow removal equipment for the Department of Public Works to conduct efficient snow removal operations, for $3,536,254. In anticipation of this purchase approval, the Finance Department requested rates from three financial institutions for the lease/purchase financing. An analysis of the rates/payments results is included in the staff report. Banc of America Public Capital Corp was selected based on lowest cost to finance the equipment.

Requested Action / Suggested Motions: Pass a Resolution authorizing and directing the Mayor to enter into a Master Lease Schedule of Property, Acquisition Fund and Account Control Agreement and related documents with Banc of America Public Capital Corp in the principal amount not to exceed $2,700,000 for the purchase of Snow Removal Equipment. Responsible Staff Member: Olga Tikhomirova, Director of Finance
Responsible Staff Member: Olga Tikhomirova, Director of Finance (530) 542-7431 Reviewed and Approved By:

Susan Blankenship, City Clerk
Heather Stroud, City Attorney
Attachments:
01-Staff Report - Snow Removal Equipment Financing.docx 02-Resolution - Snow Removal Equipment Financing.docx
03-Master Lease Agreement.doc
04-Equipment Schedule No 01.doc
05-Payment Schedule.docx
06-Incumbency Certificate.docx
07-City Attorney Opinion Letter to Lessee.docx
08-Schedule No 01 Escrow Agreement.docx
333
Council Agenda Report- March 28, 2023 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: March 28, 2023
Title: Financing Agreement with Banc of America Public Capital Corp for Snow Removal Equipment
Location: Citywide
Responsible Staff Member: Olga Tikhomirova, Director of Finance, (530) 542-7431 Background: The City Council approved the purchase of the snow removal equipment for the Department of Public Works for $3,536,254 on March 14th, 2023. A portion of the purchase, $836,254 was proposed to be paid with funds on hand sourced from Measure S Sales Tax and existing budgets and fund balances in the Snow Removal Equipment Replacement Fund. The remaining portion, $2.7 million, was proposed to be financed.

Issue and Discussion: The Finance Department requested rates from three financial institutions to finance the remainder of this purchase. An analysis of three rates/payments results is below:

Bank of America was selected to finance the purchase, based on lowest cost to finance.

All documents for this purchase financing have been reviewed by and are subject to final approval by the City Attorney and are attached to this agenda item. The equipment to be financed includes four (4) John Deer Graders at $542,090.19 each for a total of $2,168,360.76 and one (1) Zaugg Rolba 3000 Snow Blower at $600,106, for a total cost of $2,768,466.76 of which $2,700,000 will be financed.

Financial Implications: The interest rate of the proposed purchase financing is 4.099% over a term of 5 years. The lease purchase is pre-payable in full after half of the term – starting April 6, 2026, without penalty. The annual debt service of $602,722 will be appropriated from Measure S Sales tax during the annual budget process.

Financing Institution Interest Rate
Payments
per year -
5 years
Total lnterest
Paid
Yearly Debt
Service
U.S.Bank 4.470% 2 $ 342,892.80 $ 608,578.56
Bank of America 4.099% 2 $ 313,606.25 $ 602,721.26
Holman Capital 4.880% 2 $ 377,276.20 $ 618,111.24
334
Council Agenda Report- March 28, 2023 Page 2 of 2
Environmental Considerations: This action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) and (4) (purchases and the creation of government funding mechanisms which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

Policy Implications: The purchase of the equipment will improve the Snow Operational Plan for the City. City Council of the City of South Lake Tahoe has included ensuring snow removal operations receive adequate funding as one of the Action Items in the 2023-2028 Strategic Plan. The financing agreement with Bank of America will allow replacing key pieces of aging equipment and will provide substantial immediate investment in snow removal operations and equipment.
335
Resolution 2023-XXX March 28, 2023 Page 1 of 2
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
March 28, 2023
Authorizing Master Lease/Purchase Agreement with Banc of America Public Capital Corp and the Property Schedule No. 1 for the Purchase of Snow Removal Equipment and Amending the 2022-2023 Budget

BACKGROUND
A. The City of South Lake Tahoe intends to purchase certain snow removal equipment as discussed and approved at the City Council meeting on March 14, 2023.

B. The City of South Lake Tahoe needs to amend the 2022-2023 budget to reflect the current year expenses.

C. The cost of the snow removal equipment to be financed is estimated to be $2,700,000.

D. The remaining cost of the snow removal equipment will be paid with funds on hand with $432,754 from Measure S Sales Tax fund and $403,500 from existing budgets and fund balances in the Snow Removal Equipment Replacement Fund as previously described and appropriated on March 14, 2023.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe hereby:

1. Authorizes and directs the Mayor to enter into a Master Lease/Purchase Agreement and related documents with Banc of America Public Capital Corp in the principal amount not to exceed $2,700,000, with the interest rate of 4.099%, and payment schedule and other details of the financing as set forth in Property Schedule No. 1 and related documents, including an escrow agreement, as mutually determined between the Banc of America Public Capital Corp and the Mayor, whose signatures will indicate approval of specific terms and conditions.

2. Declares its intent to be reimbursed for any temporary advances from the General Fund to pay for any part of the equipment from proceeds of the lease financing.

3. Designates the Mayor, City Manager and Finance Director each to act as authorized representatives of the City for purposes of Property Schedule No. 1 and related escrow agreement until such time as the City Council shall designate any other or different authorized representative for purposes of Property Schedule No. 1 and related escrow agreement.
336
Resolution 2023-XXX March 28, 2023 Page 2 of 2

4. Revises the 2022-2023 total budget to reflect the following changes:

5. Declares that this Resolution shall be effective immediately upon its approval and adoption.

Adopted by the City of South Lake Tahoe City Council on March 28, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
__________________ Date:_____________
Cristi Creegan, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.

REVENUE EXPENSE
Fund/Account Description (Increase)/Decrease Increase/(Decrease) Snow Removal Equipment Fund 208
208-03610-36403 Proceeds from sale of notes/debt (2,700,000) 208-03610-46110 Machinery & Equipment 2,700,000
Debt Service Fund 401
401-01910-36374 Transfer in from Measure S for debt service (301,361) 401-01910-47010 Principal payment 246,024
401-01910-47020 Interest Payment 55,337
Measure S Sales Tax Fund 102
102-01511-50009 Transfer to Debt Service - Snow Removal Equipment Financing 301,361 337
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MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement (the “Agreement”) dated as of April

6. 2023, and entered into by and between Banc of America Public Capital Corp, a Kansas corporation (together with its successors, assigns and transferees, and as more particularly defined herein, “Lessor”), and the City of South Lake Tahoe, California, a city existing under the laws of the State of California (“Lessee”).

WITNESSETH:

WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment described in each Equipment Schedule (as each such term is defined herein), subject to the terms and conditions of and for the purposes set forth in each Lease; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment and other personal property may be financed pursuant to one or more Leases entered into from time to time in accordance with this Agreement by execution and delivery of additional Equipment Schedules by the parties hereto, subject to the terms and conditions provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State (as such term is defined herein) to enter into this Agreement and each Equipment Schedule for the purposes set forth herein and therein;
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
“Acquisition Amount” means, with respect to each Lease, the amount specified in the related Equipment Schedule and represented by Lessee to be sufficient for the purpose of acquiring and installing the Equipment listed in such Lease. “Acquisition Period” means, with respect to each Lease for which an Escrow Account is established, that period identified in the related Equipment Schedule during which the Acquisition Amount attributable to such Lease may be expended on Equipment Costs pursuant to the related Escrow Agreement.
“Agreement” means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to this Agreement pursuant to Section 13.04.
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“Casualty Value” means, with respect to each Lease, the amount that is shown on the Payment Schedule for each Rental Payment Date under the column titled either (i) the Prepayment Price or (ii) the “Casualty Value”, if any.
“Code” means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code in this Agreement and a Lease shall be deemed to include the relevant United States Treasury Regulations proposed or in effect thereunder. “Commencement Date” means, for each Lease, the date when Lessee’s obligation to pay rent commences under such Lease, which date shall be the earlier of (a) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (b) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in such Lease. “Contract Rate” means, with respect to each Lease, the rate identified as such in the related Payment Schedule.
“Disbursement Request” means, with respect to each Lease for which an Escrow Account is established, the disbursement request attached to the applicable Escrow Agreement as Schedule 1 and made a part thereof.
“Equipment” means, with respect to each Lease, the property listed in the related Equipment Schedule and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Article V or Section 8.01. Whenever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment.
“Equipment Costs” means, with respect to each Lease, the total cost of the Equipment listed in the related Equipment Schedule, including related soft costs such as freight, installation and taxes and other capitalizable costs, legal fees, financing costs and other costs necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest granted to and retained by Lessor as set forth in each Lease, and other costs incurred in connection with the acquisition, installation and/or financing of the Equipment as provided in the related Lease; provided that (a) any such soft costs on a cumulative basis shall not exceed a percentage approved by Lessor of the total cost of the Equipment subject to such Lease and (b) in no event shall capitalizable delivery costs, installation charges, taxes and similar capitalizable soft costs relating to such Equipment be included without Lessor’s prior consent. “Equipment Schedule” means each separately numbered Equipment Schedule, substantially in the form of either Exhibit A-1 (general Equipment) or Exhibit A-2 (energy services Equipment) hereto, together with the related Payment Schedule. 339
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“Escrow Account” means, with respect to any Lease, the account established and held by the Escrow Agent pursuant to the related Escrow Agreement. “Escrow Agent” means, with respect to each Lease for which an Escrow Account is established, the Escrow Agent identified in the related Escrow Agreement, and its successors and assigns.
“Escrow Agreement” means, with respect to each Lease for which an Escrow Account is established, an Escrow and Account Control Agreement in form and substance acceptable to and executed by Lessee, Lessor and the Escrow Agent, pursuant to which an Escrow Account is established and administered.
“Event of Default” means an Event of Default described in Section 12.01. “Event of Non-appropriation” means, with respect to a Lease, the failure of Lessee’s governing body to appropriate or otherwise make available funds to pay Rental Payments under such Lease following the Original Term or then current Renewal Term sufficient for the continued performance of such Lease by Lessee.
“Lease” means an Equipment Schedule and the terms and provisions of this Agreement which are incorporated by reference into such Equipment Schedule. “Lease Term” means, with respect to each Lease, the Original Term and all Renewal Terms provided in the related Equipment Schedule.
“Lessee” means the entity referred to as Lessee in the first paragraph of this Agreement. “Lessor” means (a) the entity referred to as Lessor in the first paragraph of this Agreement and its successors or (b) any assignee or transferee pursuant to Section 11.01 of any right, title or interest of Lessor in and to the Equipment under the applicable Lease (including the Rental Payments and other amounts due thereunder), any related Escrow Agreement and Escrow Account, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder or under such Lease. “Material Adverse Change” means (a) any change in Lessee’s creditworthiness that could have a material adverse effect on (i) the financial condition or operations of Lessee, or (ii) Lessee’s ability to perform its obligations under this Agreement or any Lease or (b) a downgrade in Lessee’s external debt rating from the date of this Agreement of two or more subgrades by either Moody’s Investors Service, Inc. or S&P Global Ratings or any equivalent successor credit rating agency, or any downgrade by either such agency that would cause Lessee’s credit rating to be below investment grade, or, if any such rating agency no longer publishes such ratings at the date of determination, any other nationally recognized statistical rating organization that is selected by Lessee for purposes of such long-term general obligation bond ratings and long-term general fund related bond ratings. 340
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“Original Term” means, with respect to each Lease, the period from the Commencement Date identified in the related Equipment Schedule until the end of the fiscal year of Lessee in effect at such Commencement Date.
“Outstanding Balance” means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled “Outstanding Balance” on the Payment Schedule.
“Payment Schedule” means, with respect to each Lease, the Payment Schedule attached to and made a part of the related Equipment Schedule and substantially in the form of Exhibit B attached to this Agreement.
“Prepayment Price” means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled “Prepayment Price” on the Payment Schedule. “Principal Portion” means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled “Principal Portion” on the Payment Schedule. “Related Documents” means, with respect to each Lease, the Lease, this Agreement and, if applicable, the related Escrow Agreement, each as may be amended and supplemented. “Renewal Terms” means, with respect to each Lease, the consecutive renewal terms of such Lease as specified in the related Equipment Schedule, the first of which commences immediately after the end of the Original Term and each having a duration and a term coextensive with each successive fiscal year of Lessee; provided that the final such Renewal Term shall commence on the first day of the last such fiscal year and end on the first business day after the last scheduled Rental Payment Date.
“Rental Payment Date” means, with respect to each Lease, each date on which Lessee is required to make a Rental Payment under such Lease as specified in the related Payment Schedule.
“Rental Payments” means, with respect to each Lease, the basic rental payments payable by Lessee on the Rental Payment Dates and in the amounts as specified in the related Payment Schedule, consisting of a principal component and an interest component, and in all cases sufficient to repay the principal component under such Lease and interest thereon at the applicable Contract Rate (or Taxable Rate if then in effect). “SEC” means the U.S. Securities and Exchange Commission. “State” means the State of California.
“Taxable Rate” means, with respect to each Lease, for each day that the interest component of Rental Payments is taxable for Federal income tax purposes, an interest rate equal to the Contract Rate plus a rate sufficient such that the total interest to be paid on any Rental 341
5 MELPA BAPCC
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Payment Date would, after such interest was reduced by the amount of any Federal, state or local income tax (including any interest, penalties or additions to tax) actually imposed thereon, equal the amount of interest otherwise due to Lessor.
“Vendor” means the manufacturer, installer or supplier of the Equipment listed in an Equipment Schedule or any other person as well as the agents or dealers of the manufacturer, installer or supplier with whom Lessee arranged Lessee’s acquisition, installation, maintenance and/or servicing of the Equipment pursuant to the applicable Lease. “Vendor Agreement” means any contract entered into by Lessee and any Vendor for the acquisition, installation, maintenance and/or servicing of the Equipment under a Lease.

ARTICLE II
Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State, with full power and authority to enter into the Related Documents and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee has duly authorized the execution and delivery of the Related Documents by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Related Documents.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to any Lease. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city of the State. (e) Lessee has complied with such procurement and public bidding requirements as may be applicable to the Related Documents and the acquisition and installation by Lessee of the Equipment as provided in each Lease. (f) During the Lease Term under each Lease, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority. Lessee 342
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does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid under the related Lease.
(g) Lessee has kept, and throughout the Lease Term of each Lease shall keep, its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and actual, (3) statement of cash flows, and (4) footnotes, schedules and attachments to the financial statements) within two hundred seventy (270) days after the end of its fiscal year, (ii) such other financial statements and information as Lessor may reasonably request, and (iii) upon Lessor’s request, its annual budget for any prior or current fiscal year or for the following fiscal year when approved but not later than thirty (30) days prior to the end of its current fiscal year. The financial statements described in this subsection (g)(i) shall be accompanied by an unqualified opinion of Lessee’s independent auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns.
(h) Lessee has an immediate need for the Equipment listed on each Equipment Schedule and expects to make immediate use of the Equipment listed on each Equipment Schedule. Lessee’s need for the Equipment is not temporary and Lessee does not expect the need for any item of the Equipment to diminish during the related Lease Term.
(i) The payment of the Rental Payments or any portion thereof is not (under the terms of any Lease or any underlying arrangement) directly or indirectly (x) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the Acquisition Amount relating to any Lease will be used, directly or indirectly, to make or finance loans to any person other than Lessee.

Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.
(j) There is no pending litigation, tax claim, proceeding or dispute that may adversely affect Lessee’s financial condition or impairs its ability to perform its obligations under the Related Documents. Lessee will, at its expense, maintain its legal existence and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Equipment and the Escrow Account and Lessor’s rights and benefits under each Lease and related Escrow Agreement. 343
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(k) Lessee is the fee owner of the real estate where the Equipment under each Lease is and will be located (the “Real Property”) and has good and marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property. (l) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (m) In connection with the Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by the Lessee pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the Lessee may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice of its incurrence of its obligations under the Related Documents and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with the Related Documents, in each case including posting a full copy thereof or a description of the material terms thereof (each such posting, an “EMMA Posting”). Except to the extent required by applicable law, including the Rule, the Lessee shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following unredacted confidential information about the Lessor or its affiliates and any Escrow Agent in any portion of such EMMA Posting: address and account information of the Lessor or its affiliates and any Escrow Agent; e-mail addresses telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lessor or its affiliates and any Escrow Agent; and the form of Disbursement Request that is attached to the Escrow Agreement.

The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the Lessee’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule.

ARTICLE III
Section 3.01. Lease of Equipment. Subject to the terms and conditions of this Agreement, Lessor agrees to provide the funds specified in each Lease to be provided by it for Lessee to acquire the Equipment described in the related Equipment Schedule. Upon the execution and delivery of each Lease, Lessor thereby demises, leases and transfers to Lessee, and Lessee thereby acquires, rents and leases from Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof. The Lease Term for each Lease may be continued, solely at 344
8 MELPA BAPCC
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the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall have terminated such Lease pursuant to Section 3.03 or Section 10.01 of this Agreement. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided in the applicable Lease. Each Equipment Schedule signed and delivered by Lessor and Lessee pursuant to this Agreement shall constitute a separate and independent lease and installment purchase of the Equipment therein described.

Section 3.02. Continuation of Lease Term. Lessee intends, subject to Section 3.03 hereof, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments due thereunder. Lessee affirms that sufficient funds are legally available for the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease can be obtained from legally available funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due under each Lease, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for any Renewal Term for each Lease is within the sole discretion of the governing body of Lessee.

Section 3.03. Non-appropriation. Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made during Lessee’s then current fiscal year from funds budgeted and appropriated for that purpose. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under any Lease following the then current Original Term or Renewal Term, such Lease or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term thereunder. Lessee agrees to deliver notice to Lessor of such termination promptly after any decision to non-appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If any Lease is terminated in accordance with this Section 3.03, Lessee agrees to cease use of the Equipment thereunder and peaceably remove and deliver to Lessor, at Lessee’s sole expense (from legally available funds), such Equipment to Lessor at the location(s) to be specified by Lessor on or before the end of the applicable Original Term or Renewal Term for which Rental Payments have been appropriated for the applicable Lease (each, a “NonAppropriation Return Date”). Lessor may take whatever action at law or in equity as may be necessary or desirable to enforce Lessee’s obligations in the immediately preceding sentence.

Without limiting or reducing in any way Lessee’s obligations in the second preceding sentence or Lessor’s rights in the immediately preceding sentence, if the Lessee fails to return the Equipment to Lessor on or before the applicable Non-Appropriation Return Date pursuant to this Section 3.03, Lessee shall pay month-to-month rent at the Contract Rate (or the Taxable Rate if then in effect) set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment thereunder pursuant to this Section 3.03. 345
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Section 3.04. Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Equipment Schedule, executed by Lessee; (ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form attached hereto as Exhibit I, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of Lessee’s governing body, substantially in the form attached hereto as Exhibit C-1A or Exhibit C-1B, as applicable, authorizing the execution and delivery of this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto; (iv) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of Lessee, substantially in the form attached hereto as Exhibit C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor; (v) An opinion of counsel to Lessee, substantially in the form attached hereto as Exhibit D, and otherwise satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof; (vii) All documents, including financing statements, affidavits, notices and similar instruments, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located; (ix) Reserved;
(x) A copy of the Form 8038-G with respect to the Lease then being entered into, fully completed and executed by Lessee;
(xi) In the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution; 346
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(xii) If any items of Equipment are motor vehicles, properly completed certificates of title or certificates of origin (or applications therefor) for such vehicles with Lessor’s interest noted thereon in accordance with the instructions of Lessor; (xiii) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b) hereof;
(xiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xv) Such other items as are set forth in the related Equipment Schedule or are reasonably required by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, (iii) no Event of Non-appropriation under any Lease then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in an Equipment Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b) hereof; or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Acquisition Amount for Equipment described in the applicable Equipment Schedule with the Escrow Agent to be held and disbursed pursuant to the related Escrow Agreement. (d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Lease shall be a decision solely within their respective discretion.
(e) Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease.

Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease.

Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
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(f) In the event of any conflict in terms between an Equipment Schedule and this Agreement, the terms of the Equipment Schedule shall control in the interpretation of the Lease created thereby.

Section 3.05 Evidence of Filing Form 8038-G. As soon as it is available, with respect to each Lease under this Agreement, Lessee shall provide to Lessor evidence that it, or its paid preparer, has filed the Form 8038-G for the applicable Lease with the Internal Revenue Service by delivering to Lessor proof of mailing such Form 8038-G. Notwithstanding anything to the contrary in this Agreement or the applicable Lease, it shall not be an Event of Default hereunder or thereunder if Lessee does not provide to Lessor evidence that it (or its paid preparer) filed the Form 8038-G for the applicable Lease with the Internal Revenue Service.

ARTICLE IV
Section 4.01. Rental Payments. Subject to Section 3.03 of this Agreement, Lessee shall promptly pay Rental Payments, in lawful money of the United States of America, to Lessor on the Rental Payment Dates and in such amounts as provided in each Lease. If any Rental Payment or other amount payable hereunder is not paid within ten (10) days of its due date, Lessee shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whichever is less. Lessee shall not permit the Federal Government to guarantee any Rental Payments under any Lease. Rental Payments consist of principal and interest components as more fully detailed on the Payment Schedule for each Lease, the interest on which begins to accrue as of the Commencement Date for each such Lease.

Section 4.02. Interest and Principal Components. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal. Each Lease shall set forth the principal and interest components of each Rental Payment payable thereunder during the applicable Lease Term.

Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee payable solely from its general fund or other funds that are legally available for that purpose and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained in this Agreement or in any Lease constitute a pledge of the general tax revenues, funds or moneys of Lessee.

Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03 of this Agreement, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained in each Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, disputes with the Lessor or the Vendor of any Equipment, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances or failure of any Vendor 348
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to deliver any Equipment or otherwise perform any of its obligations for whatever reason, including bankruptcy, insolvency, reorganization or any similar event with respect to any Vendor.

Section 4.05 Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes. In connection with the foregoing, Lessee hereby agrees that (a) so long as any Rental Payments under a Lease remain unpaid, moneys on deposit in the Escrow Account under any Escrow Agreement related to such Lease shall not be used in a manner that will cause such Lease to be classified as an “arbitrage bond” within the meaning of Section 148(a) of the Code; and (b) Lessee shall rebate, from funds legally available for the purpose, an amount equal to excess earnings on the Escrow Account under any Escrow Agreement to the Federal Government if required by, and in accordance with, Section 148(f) of the Code, and make the determinations and maintain the records required by the Code.

Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability with respect to a Lease, the interest component of Rental Payments under such Lease and any charge on Rental Payments or other amounts payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate applicable to such Lease retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for Federal income tax purposes (which retroactive date for such Lease shall be the earliest date as of which the interest component of any Rental Payment for such Lease is deemed includible in the gross income of the owner or owners thereof for Federal income tax purposes, which may be earlier than the date of delivery of such determination by the Internal Revenue Service), and Lessee will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate identified in the related Lease.

For purposes of this Section, “Event of Taxability” means the circumstance of the interest component of any Rental Payment paid or payable pursuant to a Lease becoming includible for Federal income tax purposes in an owner’s gross income as a consequence of any act, omission or event whatsoever, including but not limited to the matters described in the immediately succeeding sentence, and regardless of whether the same was within or beyond the control of Lessee. An Event of Taxability shall be presumed to have occurred upon (a) the receipt by Lessor or Lessee of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence which legally holds that the interest component of any Rental Payment under such Lease is includable in the gross income of the owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest component of any Rental Payment under such Lease is includable in the gross income of the owner thereof; or (c) receipt by Lessor or Lessee of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to 349
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the tax-exempt status of interest on obligations issued by states and their political subdivisions, selected by Lessor and acceptable to Lessee, to the effect that the interest component of any Rental Payment under a Lease has become includable in the gross income of the owner thereof for Federal income tax purposes. For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which the interest component of any Rental Payment is deemed includable in the gross income of the owner thereof for Federal income tax purposes.

Section 4.07. Mandatory Prepayment. If the Acquisition Amount for a Lease is deposited into an Escrow Account, any funds not applied to Equipment Costs and remaining in such Escrow Account on the earlier of (a) the expiration of the applicable Acquisition Period, (b) the date on which Lessee delivers to the Lessor the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from such Escrow Account or (c) a termination of the Escrow Account as provided in the Escrow Agreement shall be applied by Lessor on each successive Rental Payment Date thereafter to pay all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Lessor as prepayment to the applicable unpaid Principal Portion of Rental Payments owing under the related Lease in the inverse order of the Rental Payment Dates.

ARTICLE V
Section 5.01. Acquisition, Delivery Installation and Acceptance of Equipment. (a) With respect to each Lease, Lessee shall order the Equipment to be acquired and financed thereunder, cause the Equipment to be delivered and installed at the location specified in such Lease and pay any and all delivery and installation costs and other Equipment Costs in connection therewith.

When the Equipment listed in a Lease has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor a Final Acceptance Certificate in the form attached hereto as Exhibit E; provided, however, that if an Escrow Account has been established with respect to such Lease as provided in Section 3.04 hereof, Lessee shall execute and deliver Disbursement Requests to the Lessor pursuant to the related Escrow Agreement for the purpose of effecting disbursements from the Escrow Account to pay (or reimburse) Equipment Costs for the Equipment so acquired and installed pursuant to such Lease. In connection with the execution and delivery by Lessee to Lessor of the final Disbursement Request under the applicable Escrow Agreement for a Lease, Lessee shall deliver to Lessor a “Final Acceptance Certificate” in the form attached hereto as Exhibit E. (b) (i) With respect to a Lease entered into without an Escrow Agreement, Lessee shall deliver to Lessor copies of invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. Lessee shall execute and deliver to Lessor an Equipment Schedule pursuant to Section 3.04(a)(i) within 5 business days of receipt from Lessor, subject to satisfaction of the conditions set forth in Section 3.04. (ii) With respect to a Lease entered into with an Escrow Agreement, Lessor shall prepare an Equipment Schedule. In connection with the execution and delivery of the related Escrow Agreement, Lessee shall execute and deliver to Lessor such Equipment Schedule 350
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pursuant to Section 3.04(a)(i) within 5 business days of receipt, subject to satisfaction of the conditions set forth in Section 3.04. Lessee shall deliver to Lessor together with each Disbursement Request invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale or other evidence of title transfer to Lessee relating to each item of Equipment accepted by Lessee as evidenced by such Disbursement Request. Once approved, Lessor shall deliver such Disbursement Request to the Escrow Agent for disbursement from the Escrow Account in accordance with the Escrow Agreement.

Section 5.02. Quiet Enjoyment of Equipment. So long as no Event of Default exists under the related Lease, neither Lessor nor any entity claiming by, through or under Lessor, shall interfere with Lessee’s quiet use and enjoyment of the Equipment during the Lease Term under such Lease.

Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be moved or relocated from the location (or the base location with respect to motor vehicles) specified for it in the related Lease without Lessor’s prior written consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property where the Equipment is located for the purpose of inspecting the Equipment.

Section 5.04. Use and Maintenance of the Equipment. Lessee shall not install, use, operate or maintain the Equipment (or cause the Equipment to be installed, used, operated or maintained) improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body, including, without limitation, all anti-money laundering laws and regulations; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under the related Lease.

Lessee agrees that it shall maintain, preserve and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to re-certify the Equipment as eligible for manufacturer’s maintenance upon the return of the Equipment to Lessor as provided for in Sections 3.03 and 12.02(b) of this Agreement.

Lessee shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the security interest of Lessor. 351
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ARTICLE VI
Section 6.01. Title to the Equipment. During the Lease Term under each Lease, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurred, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Lease. Lessee shall at all times protect and defend, at its own cost and expense, its title, and Lessor’s first priority security interest, in and to the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease by Lessee in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease), Lessor’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s security interest in the Equipment subject to the related Lease.

Section 6.02. Security Interest. As additional security for the payment and performance of all of Lessee’s obligations under each Lease, upon the execution of such Lease, Lessee hereby grants to Lessor a first priority security interest constituting a first lien on (a) the Equipment subject to such Lease, (b) moneys and investments held from time to time in any related Escrow Account and (c) any and all proceeds of any of the foregoing, including, without limitation, insurance proceeds (collectively, the “Collateral”). Upon the execution of each Lease, Lessee authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain Lessor’s security interest in the Collateral, including, without limitation, such financing statements with respect to personal property and fixtures under Article 9 of the Uniform Commercial Code in effect in the State and treating such Article 9 as applicable to entities such as Lessee.

Section 6.03. Personal Property; No Encumbrances. Lessee agrees that the Equipment is deemed to be and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Lessee shall not create, incur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment under a Lease is or will be located or enter into any 352
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agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment under such Lease acceptable to Lessor or its assigns in their respective discretion from any party taking an interest in any such real estate prior to such interest taking effect, such consent shall not be unreasonably withheld.

ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment under each Lease free of all levies, liens, and encumbrances except those created by such Lease. The parties to this Agreement contemplate that the Equipment under each Lease will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the lease, sale, purchase, operation, use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other charges incurred in the operation, use and maintenance of the Equipment. Lessee shall pay such taxes, assessments or charges as the same may become due; provided that, with respect to any such taxes, assessments or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term under the affected Lease. During the Lease Term under each Lease, Lessor will not claim ownership of the Equipment thereunder for the purposes of any tax credits, benefits or deductions with respect to such Equipment.

Section 7.02. Insurance. Lessee shall, during the Lease Term under each Lease, maintain or cause to be maintained (a) casualty insurance naming Lessor and its assigns as loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the greater of (i) the then applicable Casualty Value of the Equipment under such Lease or (ii) the replacement cost of such Equipment; (b) liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability for bodily injury and property damage coverage (i) in such coverage amounts as may be required by Lessor for the applicable Equipment or (ii) in such minimum coverage amounts as may be agreed upon between Lessor and Lessee in connection with the execution and delivery of a Lease, and in all events under clauses (a) and (b) issued in form and amount satisfactory to Lessor and by an insurance company that is authorized to do business in the State and having a financial strength rating by A.M. Best Company of “A-” or better; and (c) worker’s compensation coverage as required by the laws of the State. Notwithstanding the foregoing, Lessee may self-insure against the risks described in clauses (a) and/or (b) through a government pooling arrangement, self-funded loss reserves, risk retention program or other self-insurance program, in each case with Lessor’s prior consent (which Lessor may grant, withhold or deny in its sole discretion) and provided that Lessee has delivered to Lessor such information as Lessor may request with respect to the adequacy of such self-insurance to cover the risks proposed to be self-insured and otherwise in form and substance acceptable to Lessor. In the event Lessee is permitted, at Lessor’s sole discretion, to self-insure as provided in this Section 7.02, Lessee shall 353
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provide to Lessor a self-insurance letter in substantially the form attached hereto as Exhibit F.

Lessee shall furnish to Lessor evidence of such insurance or self-insurance coverage throughout the Lease Term under each Lease. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification.

Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment under any Lease from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment under any Lease shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation under any Lease. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into this Agreement or any Lease or any of the transactions contemplated hereby or thereby, (b) the ordering, acquisition, ownership, use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Equipment under any Lease, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment under any Lease resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of Lessee under or in connection with this Agreement or any Lease or any material misrepresentation provided by Lessee under or in connection with this Agreement or any Lease. The provisions of this Section 7.03 shall continue in full force and effect notwithstanding the full payment of all obligations under any or all Leases or the termination of the Lease Term under any or all Leases for any reason.

Section 7.04. Advances. In the event Lessee shall fail to keep the Equipment in good repair and working order or shall fail to maintain any insurance required by Section 7.02 hereof, Lessor may, but shall be under no obligation to, maintain and repair the Equipment or obtain and maintain any such insurance coverages, as the case may be, and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term under the affected Lease, and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at a rate equal to the Contract Rate (or the Taxable Rate if then in effect) plus five percent (5%) per annum or the maximum amount permitted by law, whichever is less.

ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term under the related Lease, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, 354
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the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to prepay the obligations under the affected Lease in accordance with Section 10.01(b) hereof.

If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality type, utility and condition at least as good as the Replaced Equipment and shall be of equal or greater value than the Replaced Equipment as determined and approved by Lessor in its sole discretion. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement and the related Lease.

Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment Date after the occurrence of a casualty event, or be required to prepay the obligations under the related Lease with respect to the damaged Equipment for an amount that shall be determined and approved by Lessor in its sole discretion.

For purposes of this Article VIII, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof.

Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Casualty Value under the related Lease plus all other amounts then owing thereunder, and, upon such payment, the applicable Lease Term shall terminate and Lessor’s security interest in the Equipment shall terminate as provided in Section 6.01 hereof. The amount of the Net Proceeds remaining, if any, after completing such repair, restoration, modification or improvement or after paying such Casualty Value for such Lease plus all other amounts then owing thereunder shall be retained by Lessee.

If Lessee shall make any payments pursuant to this Section 8.02, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
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ARTICLE IX
Section 9.01. Disclaimer of Warranties. Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Equipment under each Lease, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of the Equipment under each Lease shall be on an “as is” basis. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, any Lease, any Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or service provided for in this Agreement or any Lease.

Section 9.02. Vendor Agreements; Warranties. Lessee covenants that it shall not in any material respect amend, modify, rescind or alter any Vendor Agreement for any Lease without the prior written consent of Lessor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term under each Lease, so long as Lessee shall not be in default under such Lease, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against a Vendor.

Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be against the applicable Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor with respect to any Lease, including the right to receive full and timely Rental Payments and other payments under each Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties relating to any of the Equipment under each Lease.

ARTICLE X
Section 10.01. Prepayment; Payment in Full.
(a) Prepayment. Lessee shall have the option to prepay or satisfy all, but not less than all, of its obligations under a Lease, at the following times and upon the following terms:
(i) Optional Prepayment. From and after the date specified (if any) in the applicable Payment Schedule (the “Prepayment Option Commencement Date”), on the Rental Payment Dates specified in such Payment Schedule, upon not less than thirty (30) days prior written notice, and upon payment in full of the sum of all Rental Payments then due under the related Lease plus the then applicable Prepayment Price, which may include a prepayment premium on the unpaid Outstanding Balance as set forth in such Payment Schedule plus all other amounts then owing thereunder; or (ii) Casualty or Condemnation Prepayment. In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee’s notice to Lessor of its exercise of the prepayment 356
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option (which shall be the earlier of the next Rental Payment Date or sixty (60) days after the casualty event) upon payment in full to Lessor of (A) in the event such prepayment occurs on a Rental Payment Date, the sum of (i) all Rental Payments then due under such Lease plus (ii) the then applicable Casualty Value for such Lease plus (iii) all other amounts then owing thereunder OR, (B) in the event such prepayment for such Lease occurs on a date other than a Rental Payment Date, the sum of (i) the applicable Casualty Value shown on the Payment Schedule for such Lease for the Rental Payment Date immediately preceding the applicable date of such prepayment (or if the date of such prepayment occurs prior to the first Rental Payment Date for such Lease, the earliest Casualty Value shown on the related Payment Schedule) plus (ii) accrued interest at the Contract Rate (or the Taxable Rate if then in effect) on the Outstanding Balance as of the Rental Payment Date immediately preceding the applicable date of such prepayment from such Rental Payment Date (or if the date of such prepayment occurs prior to the first Rental Payment Date, the Commencement Date for such Lease) to the date of such prepayment plus (iii) all other amounts then owing thereunder. (b) Payment in Full. Upon the expiration of the Lease Term under a Lease, the payment in full of all Rental Payments then due and all other amounts then owing under such Lease by Lessee to Lessor.
(c) Lessor’s security interests in and to the related Equipment under such Lease will be terminated and Lessee will own such Equipment free and clear of Lessor’s security interest in such Equipment after either (i) payment of either (A) the applicable Prepayment Price and all other amounts then owing under a Lease in accordance with Section 10.01(a)(i) of this Agreement or (B) the applicable Casualty Value and all other amounts then owing under a Lease in accordance with Section 10.01(a)(ii) of this Agreement or (ii) upon the expiration of the Lease Term of a Lease and payment in full of all Rental Payments then due and all other amounts then owing thereunder in accordance with Section 10.01(b) of this Agreement.

ARTICLE XI
Section 11.01. Assignment by Lessor. (a) Lessor’s right, title and interest in and to the Rental Payments and any other amounts payable by Lessee under any and all of the Leases and the Escrow Agreement relating to any Lease, its security interest in the Equipment subject to the related Lease and in any related Escrow Account, and all proceeds therefrom (collectively, with respect to each Lease and related Escrow Agreement, the “Related Assigned Rights”), may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub-assignees without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Related Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Related Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the 357
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Related Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Related Assigned Rights with respect to a Lease or the creation of any interest in the Related Assigned Rights with respect to a Lease in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising under the Related Assigned Rights with respect to a Lease with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Related Assigned Rights with respect to a Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Related Assigned Rights with respect to a Lease, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation under the related Lease.

Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Related Assigned Rights with respect to a Lease (or any interest therein).
(b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer for such Lease. Notices of assignment provided pursuant to this Section 11.01(b) shall contain a confirmation of compliance with the transfer requirements imposed by Section 11.01(a) hereof.

During the Lease Term under each Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or any Vendor. Assignments in part may include, without limitation, assignment of all of Lessor’s security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment and all of Lessor’s security interest in and to the related Escrow Account, or all rights in, to and under the related Escrow Agreement.
(c) If Lessor notifies Lessee of its intent to assign a Lease, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment with respect to such Lease, substantially in the form of Exhibit H attached hereto, within five (5) business days after its receipt of such request.
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Section 11.02. Assignment and Subleasing by Lessee. None of Lessee’s right, title and interest in, to and under this Agreement, any Lease or any portion of the Equipment, any Escrow Agreement or the Escrow Account related thereto may be assigned, encumbered or subleased by Lessee for any reason, and any purported assignment, encumbrance or sublease without Lessor’s prior written consent shall be null and void.

ARTICLE XII
Section 12.01. Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Lease:
(a) Failure by Lessee to (i) pay any Rental Payment or other payment required to be paid under any Lease within ten (10) days of the date when due as specified therein, (ii) maintain insurance as required under such Lease (including Section 7.02 of this Agreement, which is incorporated therein), or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 6.01 or 6.02 hereof for any Lease;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement or any Lease on its part to be observed or performed, other than as referred to in subsection (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor (including, without limitation, the occurrence of any Event of Default under any other Lease), or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an 359
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order for relief entered against it under applicable Federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization, moratorium or insolvency proceeding; or (f) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days.

Section 12.02. Remedies on Default. Whenever any Event of Default exists under any Lease, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps with respect to any or all Leases with an Event of Default under this Agreement, including those with an Event of Default pursuant to Section 12.01(d) (each a “Defaulted Lease”):
(a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to one or more Defaulted Leases and other amounts payable by Lessee under each such Defaulted Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable;
(b) With or without terminating the Lease Term under any one or more Defaulted Leases, Lessor may enter the premises where the Equipment listed in any one or more of each such Defaulted Leases is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Payments payable by Lessee pursuant to each such Defaulted Lease and other amounts related to each such Defaulted Lease that are payable by Lessee to the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under each such Defaulted Lease, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equipment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the provisions of Section 3.03 of this Agreement.

The exercise of any such remedies respecting any such Event of Default under any such Defaulted Lease shall not relieve Lessee of any other liabilities under each such Defaulted Lease or any other Lease that Lessor determines not to treat as a Defaulted Lease or with respect to the Equipment listed therein;
(c) Lessor may terminate the Escrow Agreement relating to any one or more of such Defaulted Leases and apply any proceeds in each such applicable Escrow 360
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Account thereunder to the Rental Payments scheduled to be paid under any one or more of such Defaulted Leases as Lessor shall determine; and/or (d) Lessor may take whatever action at law or in equity as may appear necessary or desirable to enforce its rights under any one or more of such Defaulted Leases or each such Escrow Agreement relating thereto or as a secured party in any or all of the Equipment subject to any one or more of such Defaulted Leases or with respect to the related Escrow Account for one or more of such Defaulted Leases.

Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder and/or under any Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article XII it shall not be necessary to give any notice other than such notice as may be required in this Article XII.

Section 12.04. Application of Moneys. Any net proceeds from the exercise of any remedy under this Agreement, including the application specified in Section 12.02(b)(ii) (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing Equipment and all brokerage, auctioneer’s or attorney’s fees), shall be applied as follows:
(a) If such remedy is exercised solely with respect to a single Defaulted Lease, Equipment listed in such Defaulted Lease or rights thereunder, then to amounts due pursuant to such Defaulted Lease and to other amounts related to such Defaulted Lease or such Equipment.
(b) If such remedy is exercised with respect to more than one Defaulted Lease, Equipment listed in more than one Defaulted Lease or rights under more than one Defaulted Lease, then to amounts due pursuant to one or more of such Defaulted Leases as Lessor shall determine and distribute on a pro rata basis or on such other basis as Lessor shall determine.

ARTICLE XIII
Section 13.01. Notices. All notices, certificates or other communications under this Agreement or any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with electronic confirmation) to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party) and to any assignee at its address as it appears on the registration books maintained by Lessee. 361
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Section 13.02. Binding Effect. This Agreement and each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.

Section 13.03. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof or thereof.

Section 13.04. Amendments, Changes and Modifications. This Agreement and each Lease may only be amended by Lessor and Lessee in writing.

Section 13.05. Execution in Counterparts. This Agreement and each Lease 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 instrument; provided that only Counterpart No. 1 of each Lease (including the terms and provisions of this Agreement incorporated therein by reference) shall constitute chattel paper for purposes of the applicable Uniform Commercial Code.

Section 13.06. Applicable Law; Venue; Waiver of Jury Trial. This Agreement and each Lease shall be governed by and construed in accordance with the laws of the State. The parties hereto consent and submit to the jurisdiction of the State and venue in any state or Federal court of such State for the purposes of any suit, action or other proceeding arising in connection with this Agreement or any Lease, and each party expressly waives any objections that it may have to the venue of such courts. The parties hereto expressly waive any right to trial by jury in any action brought on or with respect to this Agreement or any Lease.

Section 13.07. Captions. The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease.

Section 13.08. No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated by this Agreement and each Lease thereunder (including in connection with any amendment, waiver or other modification hereof or of any other related document), the Lessee acknowledges and agrees that: (a) (i) the transactions regarding this Agreement and each Lease thereunder provided by the Lessor and any affiliate thereof are arm’slength commercial transactions between the Lessee, on the one hand, and the Lessor and its affiliates, on the other hand, (ii) the Lessee has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Lessee is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and each Lease thereunder and by the other related documents; (b) (i) the Lessor and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Lessee, or any other person and (ii) neither the Lessor nor any of its affiliates has any obligation to the Lessee with respect to the transactions contemplated by this Agreement and each Lease thereunder except those obligations expressly set forth herein and in the other related documents; and (c) the Lessor and its affiliates may be engaged in a 362
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broad range of transactions that involve interests that differ from those of the Lessee, and neither the Lessor nor any of its affiliates has any obligation to disclose any of such interests to the Lessee. To the fullest extent permitted by law, the Lessee, hereby waives and releases any claims that it may have against the Lessor or any of its affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Agreement and each Lease thereunder.

Section 13.09. Entire Agreement. The parties agree that this Agreement and each Lease hereunder constitutes the final and entire agreement between the parties superseding all conflicting terms or provisions of any prior proposals, term sheets, solicitation documents, requests for proposals, award notices, approval letters or any other agreements or understandings between the parties.

Section 13.10. Electronic Signatures. The Related Documents may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Related Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable.
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Equipment Lease/Purchase Agreement to be executed in their names by their duly authorized representatives as of the date first above written.

LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California 11333 McCormick Road 1901 Lisa Maloff Way, Suite 210
Hunt Valley II South Lake Tahoe, CA 96150
M/C MD5-032-07-05 Attention: Finance Director
Hunt Valley, MD 21031 Fax No.: (530) 542-6046
Attention: Contract Administration
Fax No.: (443) 541-3057
By:_________________________________ By: _________________________________ Name: ___________________________ Name: Cristi Creegan
Title: ____________________________ Title: Mayor
(Seal)
By: ________________________________
Name: ______________________________
Title: _______________________________
ATTEST:

By: ________________________________
Name Susan Blankenship
Title: City Clerk
Signature Page of Master Equipment Lease/Purchase Agreement 364

LIST OF EXHIBITS
Exhibit A-1 Form of Equipment Schedule – General Equipment Exhibit A-2 Form of Equipment Schedule – Energy Services Equipment Exhibit B Form of Payment Schedule
Exhibit C-1A Form of Authorizing Resolution (Agreement) Exhibit C-1B Form of Authorizing Resolution (Lease)
Exhibit C-2A Form of Incumbency and Authorization Certificate (Agreement) Exhibit C-2B Form of Incumbency and Authorization Certificate (Lease) Exhibit D Form of Opinion of Counsel to Lessee
Exhibit E Form of Final Acceptance Certificate
Exhibit F Form of Self-Insurance Certificate
Exhibit G Reserved
Exhibit H Form of Notice and Acknowledgement of Assignment Exhibit I Form of Escrow and Account Control Agreement
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EXHIBIT A-1
FORM OF EQUIPMENT SCHEDULE NO. ______ - GENERAL EQUIPMENT Re: Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of South Lake Tahoe, California, as Lessee

1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”).

2. Equipment. For purposes of the Lease created hereby, the following items of Equipment are hereby included under this Equipment Schedule together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto as provided in the Agreement.

QUANTITY DESCRIPTION SERIAL NO. MODEL NO. LOCATION

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee’s obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the “Prepayment Price” column of 366
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the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.

4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.
[OPTION: IF ESCROW AGREEMENT IS USED:

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $____________. It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. ______, Lessee will have taken possession of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule.

OR IF VENDOR PAID DIRECTLY USE:

6. Acquisition Amount. The Acquisition Amount for the Equipment listed in this Equipment Schedule to be paid to the Vendor (or reimbursed to Lessee) is $ _____________________.]
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[OPTION: IF ESCROW AGREEMENT IS USED:

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the ____ month following the date hereof.] [OPTION: IF ESCROW AGREEMENT IS USED AND A SURETY BOND IS REQUIRED:
[8.] Surety Bonds; Lessee to Pursue Remedies Against Contractors and SubContractors and Their Sureties. Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, construction, installation, improvement or equipping of the Equipment listed in this Equipment Schedule, a payment and performance bond (“Surety Bond”) executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of “A-” or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equal to the entire amount to become payable under each Vendor Agreement. Each bond shall be conditioned on the completion of the work in accordance with the plans and specifications for the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Vendor’s obligations in accordance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

In the event of a material default of any Vendor under any Vendor Agreement in connection with the acquisition, construction, maintenance and/or servicing of the Equipment listed in this Equipment Schedule or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to such Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid to Lessor and applied against Lessee’s obligations under this Equipment Schedule.

As a prerequisite to the performance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section ___, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date of this Equipment Schedule, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement for this Equipment Schedule shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section _________have been delivered to Lessor. [7][8][9].Lease Term. The Lease Term shall consist of the Original Term and ____ consecutive Renewal Terms, with the final Renewal Term ending on ____________, subject to earlier termination pursuant to the Agreement.
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[OPTION: IF MOTOR VEHICLES ARE BEING FINANCED:
[8][9][10]. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a) Registered Owner: City of South Lake Tahoe, California (b) Lienholder: Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11th Floor
Atlanta, GA 30308-2265
Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor’s files throughout the Lease Term of the Lease created hereby.
[Signature page follows.]
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Dated: _________________
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California 11333 McCormick Road City Hall
Hunt Valley II 1901 Lisa Maloff Way, Suite 210
M/C MD5-032-07-05 South Lake Tahoe, CA 96150
Hunt Valley, MD 21031 Attention: Finance Director ______________ Attention: Contract Administration Fax No.: (530) 542-6046 Fax No.: (443) 541-3057
By:_________________________________ By: _________________________________ Name: ___________________________ Name: ___________________________ Title: ____________________________ Title: ____________________________ (Seal)
By: ________________________________
Name: ______________________________
Title: _______________________________
ATTEST:

By: ________________________________
Name ______________________________
Title: ______________________________
Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. 370
A-1
EXHIBIT A-2
FORM OF EQUIPMENT SCHEDULE NO. ______ - ENERGY SERVICES EQUIPMENT Re: Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and City of South Lake Tahoe, California, as Lessee

1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”).

2. Equipment.
(a) Location of Equipment: For purposes of the Lease created hereby, the location of Equipment is set forth below:
(b) Equipment Description (Scope of Work): For purposes of the Lease created hereby, the description of the Equipment and the scope of work is set forth below:

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee’s obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the “Prepayment Price” column of the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.
371
A-2

4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $____________. It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. ______, Lessee will have taken possession of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule.

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the ____ month following the date hereof.

8. Additional Representation Regarding the Use and Maintenance of the Equipment; Additional Representation Regarding Damage, Destruction and Condemnation. (a) Lessee agrees that it shall (a) proceed promptly, at its expense, to protect its rights and exercise its remedies under any warranty then in effect with respect to the Equipment under this Equipment Schedule; and (b) replace or rebuild any component of the Equipment under this Equipment Schedule that becomes permanently unfit for normal use or inoperable during the Lease Term of this Equipment Schedule (herein, the “Inoperable Component”) in order to keep the Equipment as a whole in good repair and working order during the Lease Term of this Equipment Schedule. Lessee shall promptly notify Lessor in writing when any component of the Equipment under this Equipment Schedule is reasonably expected within forty-five (45) days to 372
A-3
become an Inoperable Component. Lessee shall promptly replace or rebuild the Inoperable Component under this Equipment Schedule with a similar component of comparable or improved make and model that has at least the equivalent value and utility of the applicable Inoperable Component, a remaining useful life of no less than the remaining Lease Term under this Equipment Schedule and such replacement or rebuilt component shall be in good operating condition.
(b) If Lessee elects to replace any item of the Equipment with Replacement Equipment pursuant to Section 8.01 of the Agreement, in addition to the other requirements set forth in Section 8.01, the Replacement Equipment shall also provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation.

9. Liability Insurance. Lessee shall, during the Lease Term under this Equipment Schedule, maintain or cause to be maintained liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage).

10. Surety Bonds; Lessee to Pursue Remedies Against Contractors and SubContractors and Their Sureties. Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, construction, installation, improvement or equipping of the Equipment listed in this Equipment Schedule, a payment and performance bond (“Surety Bond”) executed by a surety company authorized to do business in the State, having a financial strength rating by A.M. Best Company of “A-” or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equal to the entire amount to become payable under each Vendor Agreement. Each bond shall be conditioned on the completion of the work in accordance with the plans and specifications for the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be applied in accordance with such Surety Bond to the payment and performance of the Vendor’s obligations in accordance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

In the event of a material default of any Vendor under any Vendor Agreement in connection with the acquisition, construction, maintenance and/or servicing of the Equipment listed in this Equipment Schedule or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to such Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee shall advise Lessor of the steps it intends to take in connection with any such default. Any amounts received by Lessee in respect of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid to Lessor and applied against Lessee’s obligations under this Equipment Schedule. 373
A-4
As a prerequisite to the performance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section ___, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date of this Equipment Schedule, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement for this Equipment Schedule shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section _________have been delivered to Lessor.

11. Lease Term. The Lease Term shall consist of the Original Term and ____ consecutive Renewal Terms, with the final Renewal Term ending on ____________, subject to earlier termination pursuant to the Agreement.
[Signature page follows.]
Dated: _________________
374
A-5
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California 11333 McCormick Road City Hall
Hunt Valley II 1901 Lisa Maloff Way, Suite 210
M/C MD5-032-07-05 South Lake Tahoe, CA 96150
Hunt Valley, MD 21031 Attention: Finance Director
Attention: Contract Administration Fax No. (530) 542-6046 Fax No.: (443) 541-3057
By:_________________________________ By: _________________________________ Name: ___________________________ Name: ___________________________ Title: ____________________________ Title: ____________________________ (Seal)
By: ________________________________
Name: ______________________________
Title: _______________________________
ATTEST:

By: ________________________________
Name ______________________________
Title: ______________________________
Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. 375

EXHIBIT B

FORM OF PAYMENT SCHEDULE
RENTAL

PAYMENT
DATE
RENTAL

PAYMENT
AMOUNT

INTEREST

PORTION

PRINCIPAL

PORTION

OUTSTANDING

BALANCE

PREPAYMENT
PRICE
[including
prepayment
premium; if
applicable]

CASUALTY
VALUE
[including
casualty
premium; if
applicable]
Contract Rate; Taxable Rate. The Contract Rate for this Equipment Schedule is _________% per annum. The Taxable Rate for this Equipment Schedule is _________% per annum.

Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date for this Equipment Schedule is _______________.
[Signature page follows.]
376
#765386v1A (BAPCC/Gov’t Entity Master Lease) B-2-2 (DISTRIBUTION COPY) LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California By: ___________________ By: ___________________
Name: Name:

Title: Title:
377
EXHIBIT C-1A

FORM OF AUTHORIZING RESOLUTION (AGREEMENT)

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALIFORNIA, AUTHORIZING THE EXECUTION AND

DELIVERY OF A MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT

AND SEPARATE EQUIPMENT SCHEDULES THERETO FOR THE

ACQUISITION, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT WITHIN THE TERMS HEREIN PROVIDED;

AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND

AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO

THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS RESOLUTION.

WHEREAS, the City of South Lake Tahoe, California (the “Lessee”), a city duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of California, is authorized by the laws of the State of California to acquire, finance and lease personal property (tangible and intangible) for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the governing body of the Lessee (the “City Council”) has determined that a need exists for the acquisition, financing and leasing of certain equipment consisting of graders and blowers, which constitutes personal property necessary for the Lessee to perform essential governmental functions (collectively, the “Equipment”) on the terms herein provided; and WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that certain Master Equipment Lease/Purchase Agreement (the “Agreement”) with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the “Lessor”), substantially in the proposed form presented to the City Council at this meeting, and separate Equipment Schedules thereto substantially in the form attached to the Agreement; and WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Agreement and separate Equipment Schedules thereunder and the other documentation relating thereto from time to time as provided in the Agreement for the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the governing body of the Lessee as follows:

Section 1. Findings and Determinations. It is hereby found and determined that the terms of the Agreement (including the form of Equipment Schedule and the form of Payment Schedule, both attached thereto), in the form presented to the City Council at this meeting, are in the best interests of the Lessee for the acquisition financing and leasing of the Equipment. 378
Section 2. Approval of Documents. The form, terms and provisions of the Agreement (including the form of Equipment Schedule and the form of Payment Schedule, both attached thereto) are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor, the City Manager or the Finance Director of the Lessee or other members of the governing body of the Lessee (the “Authorized Officials”) executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor, the City Manager or the Finance Director of the Lessee are each individually hereby authorized and directed to execute, and the City Clerk of the Lessee is hereby authorized and directed to attest, the Agreement and any related Exhibits attached thereto and to deliver the Agreement (including such Exhibits) to the respective parties thereto, and the City Clerk of the Lessee is hereby authorized to affix the seal of the Lessee to such documents. The Authorized Officials are each hereby authorized and directed to sign and deliver on behalf of the Lessee the Agreement, each Equipment Schedule thereto under which a separate Lease (as defined in the Agreement) is created, each Payment Schedule attached thereto, any related Escrow Agreement and any related exhibits attached thereto if and when required; provided, however, that, without further authorization from the governing body of the Lessee, (a) the aggregate principal component of Rental Payments under all Leases entered into pursuant to the Agreement shall not exceed $3,513,280.00; (b) the maximum term under any Lease entered into pursuant to the Agreement shall not exceed 5.5 years; and (c) the maximum interest rate used to determine the interest component of Rental Payments under each Lease shall not exceed the lesser of the maximum rate permitted by law or 4.099 percent (4.099%) per annum.

The Authorized Officials may sign and deliver Leases to the Lessor on behalf of the Lessee pursuant to the Agreement on such terms and conditions as they shall determine are in the best interests of the Lessee up to the maximum aggregate principal component, maximum term and maximum interest rate provided above. The foregoing authorization shall remain in effect for a period of [two] years from the date hereof during which the Authorized Officials are authorized to sign and deliver Leases pursuant to the Agreement on the terms and conditions herein provided and to be provided in each such Lease.

Section 3. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Final Acceptance Certificates, Escrow Agreements, Disbursement Requests and any tax certificate and agreement, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement and each Lease.

Section 4. No General Liability. Nothing contained in this Resolution, the Agreement, any Lease, any Escrow Agreement nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, any Lease, any Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under each Lease entered into pursuant to the Agreement are limited obligations of the Lessee, subject to annual appropriation, as provided in the Agreement. 379
Section 5. Appointment of Authorized Lessee Representatives. The Mayor, City Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of each Lease and related Escrow Agreement until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Agreement and any Lease or Escrow Agreement.

Section 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency with respect to this Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.

Section 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.

ADOPTED AND APPROVED by the governing body of the Lessee this ________ day of March.

City of South Lake Tahoe, California,
as lessee
[SEAL]
By:____________________________________
Printed Name: ___________________________
Title: __________________________________
ATTEST:

By:_________________________________
Printed: Name: _______________________
Title: _______________________________
380
The undersigned, a duly elected or appointed and acting __________________ City Clerk of the Lessee identified in the above Resolution No. ___ (the “Resolution”), hereby certifies that the Resolution is a full, true and correct copy of such Resolution as adopted by the governing body of the Lessee on March ___, 2023. The Resolution is in full force and effect on the date hereof and has not been amended, modified or otherwise changed by the governing body of the Lessee since the date of adoption of the Resolution.

DATED this ____ day of ____________, 2023.
_______________________________________
Name:_________________________________
Title:__________________________________
381
EXHIBIT C-1B

FORM OF AUTHORIZING RESOLUTION (LEASE)

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALIFORNIA, AUTHORIZING THE EXECUTION AND

DELIVERY OF AN EQUIPMENT SCHEDULE TO THE MASTER

EQUIPMENT LEASE/PURCHASE AGREEMENT FOR THE ACQUISITION,

FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT WITHIN THE TERMS PROVIDED HEREIN; AUTHORIZING THE

EXECUTION AND DELIVERY OF OTHER DOCUMENTS REQUIRED IN
CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL

OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.

WHEREAS, the City of South Lake Tahoe, California (the “Lessee”), a city duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of California, is authorized by the laws of the State of California to acquire, finance and lease personal property (tangible and intangible) for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, the governing body of the Lessee (the “City Council”) has determined that a need exists for the acquisition, financing and leasing of certain equipment with a cost not to exceed $_____________ and consisting of ___________________, which constitutes personal property necessary for the Lessee to perform essential governmental functions (collectively, the “Equipment”) on the terms herein provided; and
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into that certain Equipment Schedule (the “Equipment Schedule”) with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the “Lessor”), substantially in the proposed form presented to the City Council at this meeting, which Equipment Schedule incorporates by reference the terms and provisions of that certain Master Equipment Lease/Purchase Agreement dated as of April 6. 2023 by and between Lessor and Lessee (the “Agreement”); and WHEREAS, the City Council deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Equipment Schedule and the other documentation relating to the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED by the governing body of the Lessee as follows:

Section 1. Findings and Determinations. It is hereby found and determined that the terms of the Equipment Schedule and the form of Payment Schedule, in the form presented to the City Council at this meeting, are in the best interests of the Lessee for the acquisition financing and leasing of the Equipment.
382
Section 2. Approval of Documents. The form, terms and provisions of the Equipment Schedule and Payment Schedule are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by __________________ [insert title of officials] ] of the Lessee or other members of the governing body of the Lessee (the “Authorized Officials”) executing the same, the execution of such documents being conclusive evidence of such approval. The Authorized Officials are each hereby authorized and directed to sign and deliver on behalf of the Lessee the Equipment Schedule under which a separate Lease (as defined in the Agreement) is created, the Payment Schedule attached thereto, the Escrow Agreement and any related exhibits attached thereto.

Section 3. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Lease to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of a Final Acceptance Certificate, the Escrow Agreement, Disbursement Requests and any tax certificate and agreement, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Lease.

Section 4. No General Liability. Nothing contained in this Resolution, the Lease, the Escrow Agreement nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Lease, the Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under the Lease entered into pursuant to the Agreement are limited obligations of the Lessee, subject to annual appropriation, as provided in the Agreement.

Section 5. Appointment of Authorized Lessee Representatives. The ___________ _____________________ and __________________________ of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Lease and the Escrow Agreement until such time as the governing body of the Lessee shall designate any other or different authorized representative for purposes of the Lease or the Escrow Agreement.

Section 6. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

Section 7. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency with respect to this Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.

Section 8. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.
383
ADOPTED AND APPROVED by the governing body of the Lessee this ________ day of _________.

City of South Lake Tahoe, California,
as lessee
[SEAL]
By:____________________________________
Printed Name: ___________________________
Title: __________________________________
ATTEST:

By:_________________________________
Printed: Name: _______________________
Title: _______________________________
384
The undersigned, a duly elected or appointed and acting __________________ City Clerk of the Lessee identified in the above Resolution No. ___ (the “Resolution”), hereby certifies that the Resolution is a full, true and correct copy of such Resolution as adopted by the governing body of the Lessee on ____________, 20__. The Resolution is in full force and effect on the date hereof and has not been amended, modified or otherwise changed by the governing body of the Lessee since the date of adoption of the Resolution.

DATED this ____ day of ____________, 20__.
_______________________________________
Name:_________________________________
Title:__________________________________
385
EXHIBIT C-2A

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (AGREEMENT) The undersigned, a duly elected or appointed and acting __________________ City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B. THE OFFICIALS ARE DULY AUTHORIZED, ON BEHALF OF LESSEE, TO NEGOTIATE,

EXECUTE AND DELIVER THE MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT DATED AS OF APRIL 6. 2023 (THE “AGREEMENT”) AND SEPARATE EQUIPMENT SCHEDULES RELATING THERETO FROM TIME TO TIME AS PROVIDED IN THE AGREEMENT (COLLECTIVELY, THE “EQUIPMENT SCHEDULES”), EACH BY AND BETWEEN LESSEE AND BANC OF AMERICA PUBLIC CAPITAL CORP (“LESSOR”), [THE ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF _________ BY AND AMONG LESSOR, LESSEE AND ___________ AS ESCROW AGENT,] ALL DOCUMENTS RELATED

THERETO AND DELIVERED IN CONNECTION THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE “OPERATIVE AGREEMENTS”), AND THE OPERATIVE

AGREEMENTS EACH ARE THE BINDING AND AUTHORIZED AGREEMENTS OF LESSEE, ENFORCEABLE IN ALL RESPECTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
__________________ _________________ _____________________ __________________ _________________ _____________________ __________________ _________________ _____________________ DATED: ______________________ BY: ______________________________ NAME: _____________________________
TITLE: ______________________________
(THE SIGNER OF THIS CERTIFICATE CANNOT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE AGREEMENTS.)
386
EXHIBIT C-2B

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (LEASE) The undersigned, a duly elected or appointed and acting __________________ City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B. THE OFFICIALS ARE DULY AUTHORIZED, ON BEHALF OF LESSEE, TO NEGOTIATE, EXECUTE AND DELIVER THE EQUIPMENT SCHEDULE NO. ___ DATED AS OF _________(THE “EQUIPMENT SCHEDULE”), WHICH INCORPORATES BY REFERENCE THE TERMS AND PROVISIONS OF THE MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT DATED AS OF APRIL 6. 2023 (THE “AGREEMENT”), EACH BY AND BETWEEN LESSEE AND BANC OF AMERICA PUBLIC CAPITAL CORP (“LESSOR”), [THE ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF _________ BY AND AMONG LESSOR, LESSEE ___________ AS ESCROW AGENT,] AND ALL DOCUMENTS RELATED

THERETO AND DELIVERED IN CONNECTION THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE “OPERATIVE AGREEMENTS”), AND THE OPERATIVE

AGREEMENTS EACH ARE THE BINDING AND AUTHORIZED AGREEMENTS OF LESSEE, ENFORCEABLE IN ALL RESPECTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
__________________ _________________ _____________________ __________________ _________________ _____________________ __________________ _________________ _____________________ DATED: ______________________ BY: ______________________________ NAME: _____________________________
TITLE: ______________________________
(THE SIGNER OF THIS CERTIFICATE CANNOT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE AGREEMENTS.)
387
1 EXHIBIT D

FORM OF OPINION OF COUNSEL TO LESSEE
(to be typed on letterhead of counsel)
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ______, dated ______________, to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

As legal counsel to the City of South Lake Tahoe, California (“Lessee”), I have examined (a) an executed counterpart of that certain Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023 (the “Agreement”) and Exhibits thereto, by and between Banc of America Public Capital Corp, as lessor (“Lessor”), and Lessee; (b) an executed counterpart of Equipment Schedule No. ______, dated ____________, by and between Lessor and Lessee, which incorporates by reference the terms and provisions of the Agreement (such Equipment Schedule No. ______ together with such incorporated terms and provisions are herein referred to collectively as the “Equipment Schedule”), has attached the Payment Schedule with respect thereto (the “Payment Schedule”) executed by Lessee, and provides for the lease of certain property listed in the Equipment Schedule (the “Equipment”); (c) an executed counterpart of that certain Escrow and Account Control Agreement dated as of ____________ (the “Escrow Agreement”), by and among Lessor, Lessee and _____________, as Escrow Agent; (d) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement, the Equipment Schedule, the Escrow Agreement and documents related thereto; and (e) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Equipment Schedule, including the terms and provisions of the Agreement incorporated therein by reference, the related Payment Schedule, the Escrow Agreement and the documents relating thereto are herein collectively referred to as the “Transaction Documents”.

Based on the foregoing, I am of the following opinions:

1. Lessee is a city, duly organized and existing under the laws of the State of California (the “State”), and is a political subdivision of the State within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the 388
obligations of Lessee under the Lease will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.

2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents.

3. The Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Transaction Documents are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except to the extent limited by State and Federal law affecting creditor’s remedies and by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights.

4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws.

5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease, the Escrow Account or other Collateral thereunder. [6. The portion of Rental Payments designated as interest is excluded from Lessor’s gross income for Federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes; and such interest is not a specific item of tax preference for purposes of the Federal alternative minimum tax.1] [6. The portion of Rental Payments designated as interest or constituting or accruing as original issue discount is excluded from Lessor’s gross income for Federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes; and such interest and original issue discount are not a specific item of tax preference for purposes of the Federal alternative minimum tax.2]

1 Please use this provision if the opinion of counsel will include a tax opinion. 2 Please use this provision if the opinion of counsel will include a tax opinion and there is OID. 389
All capitalized terms herein shall have the same meanings as in the Transaction Documents, unless otherwise provided herein. Lessor and its successors and assigns[, and any counsel rendering an opinion on the tax-exempt status of the Rental Payments,3] are entitled to rely on this opinion.

Printed Name: ________________________ Signature: ______________________________ Firm: _______________________________ Dated: _________________________________ Address: ____________________________
Telephone No.: _______________________

3 Please use this provision if bond counsel will be providing a separate tax opinion. 390

EXHIBIT E

FORM OF FINAL ACCEPTANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ______, dated ______________, to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

In accordance with the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”), the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:

1. All of the Equipment listed in the above-referenced Equipment Schedule (the “Equipment Schedule”) has been delivered, installed and accepted on the date hereof.

2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Equipment Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes.

3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.

4. Lessee hereby reaffirms that the representations, warranties and covenants contained in the Agreement and incorporated into the Equipment Schedule by reference are true and correct as of the date hereof.

5. (a) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default exists at the date hereof under any Lease currently in effect; (b) no Material Adverse Change has occurred since the date of the execution and delivery of the Agreement; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or been threatened; and (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.
391
Capitalized terms used, but not defined, in this Final Acceptance Certificate shall have the same meanings as when such terms are used in the Agreement.

Date: _________________
LESSEE:

City of South Lake Tahoe, California
By:____________________________________
Name: ______________________________
Title: _______________________________
392

EXHIBIT F

FORM OF SELF-INSURANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. ______, dated ____________, to Master Equipment Lease/Purchase Agreement, dated as of April 6. 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
In connection with the above-referenced Equipment Schedule (the “Equipment Schedule”), the City of South Lake Tahoe, California (the “Lessee”) hereby warrants and represents to Banc of America Public Capital Corp the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the abovereferenced Master Equipment Lease/Purchase Agreement (the “Agreement”) incorporated into the Equipment Schedule by reference.

1. The Lessee is self-insured for damage or destruction to the Equipment listed in the Equipment Schedule (herein, the “Equipment”). The dollar amount limit for property damage to the Equipment under such self-insurance program is $_________________. [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee’s self-insurance limits for property damage to the Equipment which policy has a dollar limit for property damage to the Equipment under such policy of $__________________.]

2. The Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. The dollar limit for such liability claims under the Lessee’s self-insurance program is $_________________. [The Lessee maintains an umbrella insurance policy for claims in excess of Lessee’s self-insurance limits for liability which policy has a dollar limit for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment in the amount of $_________________. [3]. The Lessee maintains a self-insurance fund. Monies in the self-insurance fund [are/are not] subject to annual appropriation. The total amount maintained in the self-insurance fund to cover Lessee’s self-insurance liabilities is $_________________. [Amounts paid from the Lessee’s self-insurance fund are subject to a dollar per claim of $__________________.] 393
[3]. The Lessee does not maintain a self-insurance fund. The Lessee obtains funds to pay claims for which it has self-insured from the following sources: ______________________.

Amounts payable for claims from such sources are limited as follows: _________________ __________________________________.

4. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee.

LESSEE:

City of South Lake Tahoe, California
By:____________________________________
Name: ______________________________
Title: _______________________________
394

EXHIBIT G

RESERVED
395

EXHIBIT H

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT
Dated ____________________
BANC OF AMERICA PUBLIC CAPITAL CORP (“Assignor”) hereby gives notice that, as of _________, 20__, it has assigned and sold to _________________________ (“Assignee”) all of Assignor’s right, title and interest in, to and under Equipment Schedule No. ______, dated ____________________ (including the Payment Schedule attached thereto, the “Equipment Schedule”), which incorporates by reference the terms and provisions of that certain Master Equipment Lease/Purchase Agreement dated as of April 6. 2023 (the “Agreement”), each by and between Assignor and City of South Lake Tahoe, California (“Lessee”), together with all exhibits, schedules, riders, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith, the Rental Payments and other amounts due under the Lease (as such term is hereinafter defined), all of Assignor’s right, title and interest in the Equipment listed in the Equipment Schedule and all of Assignor’s right, title and interest in, to and under the Escrow and Account Control Agreement dated as of ____________, 20__ (the “Escrow Agreement”) by and among Lessee, Assignor and ______________________, as Escrow Agent, together with the Escrow Account related thereto (collectively, the “Assigned Property”).

For purposes of this Notice and Acknowledgment of Assignment (the “Acknowledgment”), “Lease” means collectively the Equipment Schedule and the terms and provisions of the Agreement incorporated therein by reference, together with all exhibits, schedules, riders, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith. The term “Lease” specifically excludes all other Equipment Schedules entered into under the Agreement and Rental Payments other than with respect to the Equipment Schedule. Each capitalized term used but not defined herein has the meaning set forth in the Agreement.

1. Lessee hereby acknowledges the effect of the assignment of the Assigned Property and absolutely and unconditionally agrees to deliver to Assignee all Rental Payments and other amounts coming due under the Lease in accordance with the terms thereof on and after the date of this Acknowledgment.

2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the Equipment in accordance with the terms of the Lease, to declare a default and to exercise all rights and remedies thereunder in connection with the occurrence of an Event of Non-appropriation or an Event of Default; and (ii) [except as provided in Section 3.03 of the Agreement,] the obligations of Lessee to make Rental Payments and to perform and observe the 396
other covenants and agreements contained in the Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense.

3. Lessee agrees that, as of the date of this Notice and Acknowledgment of Assignment (this “Acknowledgement”), the following information about the Lease is true, accurate and complete:

Number of Rental Payments Remaining ________________
Amount of Each Rental Payment $_______________
Total Amount of Rental Payments
Remaining
$_______________
Frequency of Rental Payments ________________
Next Rental Payment Due ________________
Funds Remaining in Escrow Account $_______________

4. The Lease remains in full force and effect, has not been amended, no Event of Default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened with respect thereto.

5. Assignor hereby acknowledges the transfer restrictions imposed by Section 11.01 of the Agreement and confirms that the assignment to Assignee has been made in accordance with the provisions of that Section.

6. Any inquiries of Lessee related to the Lease and any requests for disbursements from the Escrow Account, if applicable, and all Rental Payments and other amounts coming due pursuant to the Lease on and after the date of this Acknowledgment should be remitted to Assignee at the following address (or such other address as provided to Lessee in writing from time to time by Assignee):
______________________________
______________________________
______________________________
397
ACKNOWLEDGED AND AGREED:

LESSEE: CITY OF SOUTH LAKE TAHOE, CALIFORNIA
[FOR EXHIBIT PURPOSES ONLY]
By:_________________________________
Name: ___________________________
Title: ____________________________
ASSIGNOR: BANC OF AMERICA PUBLIC CAPITAL CORP
[FOR EXHIBIT PURPOSES ONLY]
By:_________________________________
Name: ___________________________
Title: ____________________________
398

EXHIBIT I

ESCROW AND ACCOUNT CONTROL AGREEMENT
399
EQUIPMENT SCHEDULE NO. 01 - GENERAL EQUIPMENT
Re: Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of South Lake Tahoe, California, as Lessee

1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”).

2. Equipment. For purposes of the Lease created hereby, the following items of Equipment are hereby included under this Equipment Schedule together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto as provided in the Agreement.

QUANTITY DESCRIPTION SERIAL NO. MODEL NO.

Four (4) John Deer
Graders TBD 872G Motor Grader w/ 6 WD
One (1) Zaugg Blower TBD Rolba 300
The location for the Equipment is 1700 D Street, South Lake Tahoe, CA 96150.

3. Payment Schedule.
(a) Rental Payments; Commencement Date. The Rental Payments shall be in such amounts and payable on such Rental Payment Dates as set forth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee’s obligation to pay Rental Payments under the Lease created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner described in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate executed by Lessee and substantially in the form of Exhibit E attached to the Agreement, or (ii) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule. The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Payment Date in the “Prepayment Price” column of the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.
400
2 4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Event of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation; (e) the governing body of Lessee has authorized the execution and delivery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equipment Schedule is essential to the functions of Lessee or to the services Lessee provides its citizens; (g) Lessee has an immediate need for, and expects to make immediate use of, substantially all such Equipment, which will be used by Lessee only for the purpose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scope of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Schedules or Equipment listed on other Equipment Schedules) are hereby incorporated into this Equipment Schedule by reference and made a part hereof.

6. Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $2,700,000.00. It is expected that by eighteen (18) months from the date of this Equipment Schedule No. 01, Lessee will have taken possession of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before eighteen (18) months from the date of this Equipment Schedule.

7. Acquisition Period. The Acquisition Period applicable to this Equipment Schedule shall end at the conclusion of the 18 month following the date hereof.

8. Lease Term. The Lease Term shall consist of the Original Term and five consecutive Renewal Terms, with the final Renewal Term ending on April 6, 2028, subject to earlier termination pursuant to the Agreement.

9. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a) Registered Owner: City of South Lake Tahoe, California (b) Lienholder: Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11th Floor
Atlanta, GA 30308-2265
401
3 Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in Lessor’s files throughout the Lease Term of the Lease created hereby.
[Signature page follows.]
402
4 Dated: April 6, 2023
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California 11333 McCormick Road 1901 Lisa Maloff Way, Suite 210
Hunt Valley II South Lake Tahoe, CA 96150
M/C MD5-032-07-05 Attention: Finance Director
Hunt Valley, MD 21031 Fax No.: (530) 542-6046
Attention: Contract Administration
Fax No.: (443) 541-3057
By:_________________________________ By: _________________________________ Name: ___________________________ Name: ___________________________ Title: ____________________________ Title: ____________________________ (SEAL)
By: ________________________________
Name: ______________________________
Title: _______________________________
ATTEST:

By: ________________________________
Name: ______________________________
Title: ______________________________
Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. 403

PAYMENT SCHEDULE
Prepayment Casualty
Price Value
[including [including
Rental Rental prepayment casualty
Payment Payment Interest Principal Outstanding premium; if premium; if Date Amount Portion Portion Balance applicable] applicable] --------- ----------- ----------- ----------- ------------ ------------ ------------ 4/6/2023 $2,700,000.00 N/A $2,727,000.00
10/6/2023 $301,360.63 $55,336.51 $246,024.12 $2,453,975.88 N/A $2,478,515.64 4/6/2024 $301,360.63 $50,294.24 $251,066.39 $2,202,909.49 N/A $2,224,938.59 10/6/2024 $301,360.63 $45,148.64 $256,211.99 $1,946,697.50 N/A $1,966,164.47 4/6/2025 $301,360.63 $39,897.57 $261,463.06 $1,685,234.44 N/A $1,702,086.78 10/6/2025 $301,360.63 $34,538.89 $266,821.75 $1,418,412.69 N/A $1,432,596.82 4/6/2026 $301,360.63 $29,070.37 $272,290.26 $1,146,122.44 $1,146,122.44 $1,146,122.44 10/6/2026 $301,360.63 $23,489.78 $277,870.85 $868,251.59 $868,251.59 $868,251.59 4/6/2027 $301,360.63 $17,794.82 $283,565.81 $584,685.78 $584,685.78 $584,685.78 10/6/2027 $301,360.63 $11,983.14 $289,377.49 $295,308.29 $295,308.29 $295,308.29 4/6/2028 $301,360.63 $6,052.34 $295,308.29 $0.00 $0.00 $0.00 Contract Rate; Taxable Rate. The Contract Rate for this Equipment Schedule is 4.099% per annum. The Taxable Rate for this Equipment Schedule is 5.2316% per annum.

Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date for this Equipment Schedule is April 6, 2026.
[Signature page follows.]
404
LESSOR: LESSEE:

Banc of America Public Capital Corp City of South Lake Tahoe, California By: ___________________ By: ___________________
Name: Name:

Title: Title:
405

INCUMBENCY AND AUTHORIZATION CERTIFICATE (AGREEMENT)
The undersigned, a duly elected or appointed and acting City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B. THE OFFICIALS ARE DULY AUTHORIZED, ON BEHALF OF LESSEE, TO NEGOTIATE,

EXECUTE AND DELIVER THE MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT DATED AS OF APRIL 6, 2023 (THE “AGREEMENT”) AND SEPARATE EQUIPMENT SCHEDULES RELATING THERETO, INCLUDING EQUIPMENT SCHEDULE NO. 01, FROM TIME TO TIME AS PROVIDED IN THE AGREEMENT (COLLECTIVELY, THE “EQUIPMENT SCHEDULES”), EACH BY AND BETWEEN LESSEE AND BANC OF AMERICA PUBLIC CAPITAL CORP (“LESSOR”), THE ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF APRIL 6, 2023, BY AND AMONG LESSOR, LESSEE AND DEUTSCHE BANK NATIONAL

TRUST COMPANY, AS ESCROW AGENT, ALL DOCUMENTS RELATED THERETO AND DELIVERED IN

CONNECTION THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE “OPERATIVE AGREEMENTS”), AND THE OPERATIVE AGREEMENTS EACH ARE

THE BINDING AND AUTHORIZED AGREEMENTS OF LESSEE, ENFORCEABLE IN ALL RESPECTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
Cristi Creegan Mayor _____________________
Joseph Irvin City Manager _____________________
Olga Tikhomirova Director of Finance _____________________ DATED: APRIL 6, 2023 BY: ______________________________ NAME: Susan Blankenship
TITLE: City Clerk
(THE SIGNER OF THIS CERTIFICATE CANNOT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE AGREEMENTS.)
406
1901 Lisa Maloff Way, Ste. 300 │ South Lake Tahoe, CA 96150 │ (530) 542-6046 │www.cityofslt.us Office of the City Attorney
Heather L. Stroud
April 6, 2023
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Re: Equipment Schedule No. 01, dated April 6, 2023, to Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023, by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee
Ladies and Gentlemen:

As City Attorney for the City of South Lake Tahoe, California (“Lessee”), I have examined (a) an executed counterpart of that certain Master Equipment Lease/Purchase Agreement, dated as of April 6, 2023 (the “Agreement”) and Exhibits thereto, by and between Banc of America Public Capital Corp, as lessor (“Lessor”), and Lessee; (b) an executed counterpart of Equipment Schedule No. 01, dated April 6, 2023, by and between Lessor and Lessee, which incorporates by reference the terms and provisions of the Agreement (such Equipment Schedule No. 01 together with such incorporated terms and provisions are herein referred to collectively as the “Equipment Schedule”), has attached the Payment Schedule with respect thereto (the “Payment Schedule”) executed by Lessee, and provides for the lease of certain property listed in the Equipment Schedule (the “Equipment”); (c) an executed counterpart of that certain Escrow and Account Control Agreement dated as of April 6, 2023 (the “Escrow Agreement”), by and among Lessor, Lessee and Deutsche Bank National Trust Company, as Escrow Agent; (d) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement, the Equipment Schedule, the Escrow Agreement and documents related thereto; and (e) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Equipment Schedule, including the terms and provisions of the Agreement incorporated therein by reference, the related Payment Schedule, the Escrow Agreement and the documents relating thereto are herein collectively referred to as the “Transaction Documents”.

Based on the foregoing, I am of the following opinions:

1. Lessee is a city, duly organized and existing under the laws of the State of California (the “State”), and is a political subdivision of the State within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the obligations of Lessee under the 407

Lease will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.

2. Lessee has the requisite power and authority to lease and acquire the Equipment and to execute and deliver the Transaction Documents and to perform its obligations under the Transaction Documents.

3. The Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee and the Transaction Documents are legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except to the extent limited by State and Federal law affecting creditor’s remedies and by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights.

4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws.

5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease, the Escrow Account or other Collateral thereunder.

All capitalized terms herein shall have the same meanings as in the Transaction Documents, unless otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the Rental Payments, are entitled to rely on this opinion.

Printed Name: Heather L. Stroud ____________ Signature: _________________________________ Firm: City of South Lake Tahoe ______________ Dated: April 6 2023 Address: 1901 Lisa Maloff Way, Suite 300_____
Telephone No.: (530) 542-6046 _____________
408
March 2019 1
Escrow and Account Control Agreement
This Escrow and Account Control Agreement (this “Agreement”), dated as of April 6, 2023, by and among Banc of America Public Capital Corp, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Lessor”), the City of South Lake Tahoe, California, a city existing under the laws of the State of California (hereinafter referred to as “Lessee”) and Deutsche Bank National Trust Company, a national banking association organized under the laws of the United States of America, in its capacity as escrow agent (hereinafter referred to as “Escrow Agent”).

Reference is made to that certain Schedule of Property No. 01, dated as of April 6, 2023, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 between Lessor and Lessee (hereinafter referred to as the “Lease”), covering the acquisition and lease of certain Equipment described therein (the “Equipment”). It is a requirement of the Lease that the Acquisition Amount ($2,700,000.00) be deposited into a segregated escrow account under terms satisfactory to Lessor, for the purpose of fully funding the Lease, and providing a mechanism for the application of such amounts to the purchase of and payment for the Equipment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Creation of Escrow Account.
(a) There is hereby created an escrow fund in the name of the City of South Lake Tahoe, California to be known as the “City of South Lake Tahoe, California, Escrow Account” (the “Escrow Account”) to be held by the Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.
(b) Lessee may, from time to time, provide written instructions, substantially in the form of Schedule 2, for Escrow Agent to use any available cash in the Escrow Account to purchase any money market fund or liquid deposit investment vehicle that Escrow Agent from time to time makes available to the parties hereto. Such written instructions shall be provided via delivery to Escrow Agent by a representative of the Lessee designated on Exhibit A-1 attached hereto. All funds invested by Escrow Agent at the direction of Lessee in such short-term investments shall be deemed to be part of the Escrow Account and subject to all the terms and conditions of this Agreement. If any cash is received for the Escrow Account after the cut-off time for the designated short-term investment vehicle, the Escrow Agent shall hold such cash uninvested until the next Business Day. In the absence of written instructions from Lessee designating a short-term investment of cash in the Escrow Account, cash in the Escrow Account shall remain uninvested and it shall not be collateralized. Escrow Agent shall have no obligation to pay interest on cash in respect of any period during which it remains uninvested. Lessee shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Escrow Agent for the reinvestment of any maturing investment. Accordingly, neither the Escrow Agent 409
March 2019 2
nor Lessor shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Escrow Account, and Lessee agrees to and does hereby release the Escrow Agent and Lessor from any such liability, cost, expenses, loss or claim. Interest on the Escrow Account shall become part of the Escrow Account, and gains and losses on the investment of the moneys on deposit in the Escrow Account shall be borne by the Lessee. The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Escrow Account and shall not act, or be deemed to act, as an investment manager or adviser to the Lessee in respect of any selection of investments hereunder. The Escrow Agent shall not be responsible for any market decline in the value of the Escrow Account and has no obligation to notify Lessor and Lessee of any such decline or take any action with respect to the Escrow Account, except upon specific written instructions stated herein. For purposes of this Agreement, “Qualified Investments” means any investments which meet the requirements of California Government Code Sections 16340, 16429.1, 53601, 53601.6, 53601.8, 53635, 53635.2, 53635.8, 53638, and 53684.
(c) Unless the Escrow Account is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Escrow Account shall be disbursed by the Escrow Agent in payment of amounts described in Section 2 hereof upon receipt of written instruction(s) from Lessor, as is more fully described in Section 2 hereof. If the amounts in the Escrow Account are insufficient to pay such amounts, Lessee shall provide any balance of the funds needed to complete the acquisition of the Equipment. Any moneys remaining in the Escrow Account on or after the earlier of (i) the expiration of the Acquisition Period or (ii) the date on which Lessee executes a Final Acceptance Certificate shall be applied as provided in Section 4 hereof.
(d) The Escrow Account shall be terminated at the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the date on which Lessee executes a Final Acceptance Certificate or (iii) written notice given by Lessor of the occurrence of an Event of Default under the Lease or termination of the Lease due to an Event of Non-appropriation.

Notwithstanding the foregoing, this Agreement shall not terminate nor shall the Escrow Account be closed until all funds deposited hereunder have been disbursed. (e) The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Escrow Agent, and for the disposition of the same in accordance herewith. Notwithstanding and without limiting the generality of the foregoing, concurrent with the execution of this Agreement, Lessee and Lessor, respectively, shall deliver to the Escrow Agent an authorized signers form in the form of Exhibit A-1 (Lessee) and Exhibit A-2 (Lessor) attached hereto. Notwithstanding the foregoing sentence, the Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by the parties or by a person or persons authorized by the parties. The Escrow Agent specifically allows for receiving direction by written or electronic transmission from an authorized 410
March 2019 3
representative with the following caveat, Lessee and Lessor agree to indemnify and hold harmless the Escrow Agent against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred or sustained by the Escrow Agent as a result of or in connection with the Escrow Agent’s reliance upon and compliance with instructions or directions given by written or electronic transmission given by each, respectively, provided, however, that such Losses have not arisen from the gross negligence or willful misconduct of the Escrow Agent, it being understood that forbearance on the part of the Escrow Agent to verify or confirm that the person giving the instructions or directions, is, in fact, an authorized person shall not be deemed to constitute gross negligence or willful misconduct.

In the event conflicting instructions as to the disposition of all or any portion of the Escrow Account are at any time given by Lessor and Lessee, the Escrow Agent shall abide by the instructions or entitlement orders given by Lessor without consent of the Lessee. (f) Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee agrees to and does hereby release and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, does to the extent permitted by law indemnify the Escrow Agent against any and all expenses; including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. (g) If Lessee and Lessor shall be in disagreement about the interpretation of the Lease or this Agreement, or about the rights and obligations or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action including an interpleader action to resolve the disagreement. The Escrow Agent shall be reimbursed by Lessee for all costs, including reasonable attorneys’ fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in such action is received. (h) 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 fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. (i) Lessee shall reimburse the Escrow Agent for all reasonable costs and expenses, including those of the Escrow Agent’s attorneys, agents and employees incurred for non-routine administration of the Escrow Account and the performance of the Escrow Agent’s powers and duties hereunder in connection with any Event of Default under the Lease, any termination of the Lease due to an Event of Non-appropriation or in connection with any dispute between Lessor and Lessee concerning the Escrow Account. The Lessor shall pay Escrow Agent a fee for its service rendered under this Agreement and in accordance with a fee schedule as separately agreed upon between the Escrow Agent and Lessor. As of the date of this Agreement, administration fees for Escrow Agent’s services hereunder have been waived. 411
March 2019 4
(j) The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation (the “Effective Date”), which shall be a date not less than 60 days after such notice is delivered to an express carrier, charges prepaid, unless an earlier resignation date and the appointment of a successor shall have been approved by the Lessee and Lessor. After the Effective Date, the Escrow Agent shall be under no further obligation except to hold the Escrow Account in accordance with the terms of this Agreement, pending receipt of written instructions from Lessor regarding further disposition of the Escrow Account.
(k) The Escrow Agent shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement and no implied duties responsibilities or obligations shall be read into this Agreement.
(l) In no event shall the Escrow Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (m) The Escrow Agent shall not be responsible for, or deemed to have knowledge of, the provisions or requirements of the Lease or any other document to which the Escrow Agent is not a party in its capacity as such.
(n) None of the provisions contained in this Agreement shall require the Escrow Agent to risk, use or advance its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties or the exercise of any of its rights or powers hereunder.

2. Acquisition of Property.
(a) Acquisition Contracts. Lessee will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment, with moneys available in the Escrow Account. Lessee represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and Lessor makes no warranty or representation with respect thereto. Lessor shall have no liability under any of the acquisition or construction contracts. Lessee shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. Escrow Agent shall have no duty to monitor or enforce Lessee’s compliance with the foregoing covenant. (b) Authorized Escrow Account Disbursements. It is agreed as between Lessee and Lessor that disbursements from the Escrow Account shall be made for the purpose of paying (including the reimbursement to Lessee for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation 412
March 2019 5
of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee.

Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:

1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and

2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor.

Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.

3. Deposit to Escrow Account. Upon satisfaction of the conditions specified in Section 3.04 of the Lease, Lessor will cause the Acquisition Amount to be deposited in the Escrow Account. Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Escrow Account.

4. Excessive Escrow Account. Upon receipt of written instructions from Lessor including a representation that one of the following conditions has been satisfied (upon which representation Escrow Agent shall conclusively rely), any funds remaining in the Escrow Account on or after the earlier of (a) the expiration of the Acquisition Period or (b) the date on which Lessee executes a Final Acceptance Certificate, or upon a termination of the Escrow Account as otherwise provided herein, shall be distributed by the Escrow Agent to the Lessor in order for the Lessor to apply such funds to amounts owed by Lessee under the Lease in accordance with Section 4.07 of the Lease.

5. Security Interest. The Escrow Agent and Lessee acknowledge and agree that the Escrow Account and all proceeds thereof are being held by Escrow Agent for disbursement or return as set forth herein. Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account, and all proceeds thereof, and all investments made with any amounts in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Lessee, or Escrow Agent for the benefit of Lessee, and the Escrow Agent hereby agrees to hold such investments as 413
March 2019 6
bailee for Lessor so that Lessor is deemed to have possession of such investments for the purpose of perfecting its security interest.

6. Control of Escrow Account. In order to perfect Lessor’s security interest by means of control in (i) the Escrow Account established hereunder, (ii) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Account, (iii) all of Lessee’s rights in respect of the Escrow Account, such securities entitlements, investment property and other financial assets, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the “Collateral”), Lessor, Lessee and Escrow Agent further agree as follows:
(a) All terms used in this Section 6 which are defined in the Commercial Code of the state of City of South Lake Tahoe, California (“Commercial Code”) but are not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement.
(b) Escrow Agent will comply with all entitlement orders originated by Lessor with respect to the Collateral, or any portion of the Collateral, without further consent by Lessee. (c) Provided that account investments shall be held in the name of the Escrow Agent, Escrow Agent hereby represents and warrants (a) that the records of Escrow Agent show that Lessee is the sole owner of the Collateral, (b) that Escrow Agent has not been served with any notice of levy or received any notice of any security interest in or other claim to the Collateral, or any portion of the Collateral, other than Lessor’s claim pursuant to this Agreement, and (c) that Escrow Agent is not presently obligated to accept any entitlement order from any person with respect to the Collateral, except for entitlement orders that Escrow Agent is obligated to accept from Lessor under this Agreement and entitlement orders that Escrow Agent, subject to the provisions of paragraph (e) below, is obligated to accept from Lessee. (d) Without the prior written consent of Lessor, Escrow Agent will not enter into any agreement by which Escrow Agent agrees to comply with any entitlement order of any person other than Lessor or, subject to the provisions of paragraph (e) below, Lessee, with respect to any portion or all of the Collateral. Escrow Agent shall promptly notify Lessor if any person requests Escrow Agent to enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the Collateral. (e) Except as otherwise provided in this paragraph (e) and subject to Section 1(b) hereof, Lessee may effect sales, trades, transfers and exchanges of Collateral within the Escrow Account, but will not, without the prior written consent of Lessor, withdraw any Collateral from the Escrow Account. Escrow Agent acknowledges that Lessor reserves the right, by delivery of written notice to Escrow Agent, to prohibit Lessee from effecting any withdrawals (including withdrawals of ordinary cash dividends and interest income), sales, trades, transfers or exchanges of any Collateral held in the Escrow Account. Further, Escrow Agent hereby agrees to comply with any and all written instructions delivered by Lessor to Escrow Agent (once it has had a reasonable opportunity to comply therewith) and has no obligation to, and will not, investigate the reason for any action taken by Lessor, the amount of any obligations of Lessee to Lessor, the 414
March 2019 7
validity of any of Lessor’s claims against or agreements with Lessee, the existence of any defaults under such agreements, or any other matter.
(f) Lessee hereby irrevocably authorizes Escrow Agent to comply with all instructions and entitlement orders delivered by Lessor to Escrow Agent. (g) Escrow Agent will not attempt to assert control, and does not claim and will not accept any security or other interest in, any part of the Collateral, and Escrow Agent will not exercise, enforce or attempt to enforce any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. (h) Escrow Agent and Lessee hereby agree that any property held in the Escrow Account shall be treated as a financial asset under such section of the Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any contrary provision of any other agreement to which Escrow Agent may be a party. (i) Escrow Agent is hereby authorized and instructed, and hereby agrees, to send to Lessor at its address set forth in Section 8 below, concurrently with the sending thereof to Lessee, duplicate copies of any and all monthly Escrow Account statements or reports issued or sent to Lessee with respect to the Escrow Account.
(j) Escrow Agent has no responsibility with respect to the validity or perfection of the security interest other than to act in accordance with the express terms of this Agreement.

7. Information Required Under USA PATRIOT ACT. The parties acknowledge that in order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to the Escrow Agent such information as it may request, from time to time, in order for the Escrow Agent to satisfy the requirements of Applicable Law, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

8. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease. This Agreement may not be amended except in writing signed by all parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below.
415
March 2019 8
Notices and other communications hereunder may be delivered or furnished by electronic mail provided that any formal notice be attached to an email message in PDF format and provided further that any notice or other communication sent to an e-mail address shall be deemed received upon and only upon the sender’s receipt of affirmative acknowledgement or receipt from the intended recipient. For purposes hereof no acknowledgement of receipt generated on an automated basis shall be deemed sufficient for any purpose hereunder or admissible as evidence of receipt.

If to Lessor: Banc of America Public Capital Corp
11333 McCormick Road
Mail Code: MD5-032-07-05
Hunt Valley, MD 21031
Attn: Contract Administration
Fax: (443) 541-3057
If to Lessee: City of South Lake Tahoe, California
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA96150
Olga Tikhomirova, Director of Finance
Phone: (530) 542-7431
Fax: (530) 542-6041
[email protected]
With copies to
Andrew Black, Financial Services Supervisor
Phone: (530) 542-6016
Fax: (530) 542-6041
[email protected]
Cristi Creegan, Mayor
Phone: (530) 318-9055
Fax: (530) 542-6046
[email protected]
416
March 2019 9
If to Escrow Agent Deutsche Bank National Trust Company Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, NY 10019
Attention: Escrow Team, [Insert Deal ID]
Email: [email protected]
Facsimile: (732) 578-4593
With a copy to:

Deutsche Bank National Trust Company
Trust and Agency Services
1761 E. Saint Andrew Place
Mail Stop: STA02-0101
Santa Ana, CA 92705
Attn: Escrow Team, [Insert Deal ID]
Email: [email protected]

9. Lessee and Lessor understand and agree that they are required to provide the Escrow Agent with a properly completed and signed Tax Certification (as defined below) and that the Escrow Agent may not perform its duties hereunder without having been provided with such Tax Certification. As used herein “Tax Certification” shall mean an IRS form W-9 or W-8 as described above. The Escrow Agent will comply with any U.S. tax withholding or backup withholding and reporting requirements that are required by law. With respect to earnings allocable to a foreign person, the Escrow Agent will withhold U.S. tax as required by law and, if required, report such earnings and taxes withheld, if any, for the benefit of such foreign person on IRS Form 1042-S (or any other required form), unless such earnings and withheld taxes are exempt from reporting under Treasury Regulation Section 1.1461-1(c)(2)(ii) or under other applicable law.

With respect to earnings allocable to a United States person, the Escrow Agent will report such income, if required, on IRS Form 1099 or any other form required by law. The IRS Forms 1099 and/or 1042-S shall show the Escrow Agent as payor and Lessee as payee. Escrow Agent shall recognize [Lessee] as the designated party for regulatory reporting purposes.

Lessee and Lessor agree that they are not relieved of their respective obligations, if any, to prepare and file information reports under Code Section 6041, and the Treasury regulations thereunder, with respect to amounts of imputed interest income, as determined pursuant to Code Sections 483 or 1272. The Escrow Agent shall not be responsible for determining or reporting such imputed interest.

10. This Agreement shall be governed by and construed in accordance with the laws of the State of California, with the exception of the services of the Escrow Agent, which shall be construed and governed in accordance with the laws of the State of New York, and the parties hereto consent to jurisdiction in the State of California and venue in any applicable state or Federal court located in the State of California that has jurisdiction over the Lessee. 417
March 2019 10

11. Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding. Any bank or corporation into which the Lessor may be merged or with which it may be consolidated, or any bank or corporation to whom the Lessor may transfer a substantial amount of its business, shall be the successor to the Lessor without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

12. This Agreement may be amended, modified, and/or supplemented only by an instrument in writing executed by all parties hereto.

13. Neither the Lessor nor the Lessee shall assign its rights hereunder until its assignee has submitted to the Escrow Agent (i) Patriot Act disclosure materials and any additional information reasonably required by the Escrow Agent and the Escrow Agent has determined that on the basis of such materials it may accept such assignee as a customer and (ii) assignee has delivered an IRS Form W-8 or W-9, as appropriate, to the Escrow Agent which the Escrow Agent has determined to have been properly signed and completed.

14. Escrow Agent will treat information related to this Agreement as confidential but, unless prohibited by law, Lessee and Lessor authorize the transfer or disclosure of any information relating to the Agreement to and between the subsidiaries, officers, affiliates, independent or internal auditor, regulatory and self-regulatory authorities, agents and other representatives and advisors of Escrow Agent and third parties selected by any of them, wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Escrow Agent and any such subsidiary, officer, affiliate or third party may transfer or disclose any such information as required by any law, rule, regulation, court, regulator, governmental agency or authority (including, without limitation, taxing authorities) or legal process, including, without limitation, pursuant to any subpoena, civil investigative demand or similar demand or request of any court, arbitrator or arbitration to which the Escrow Agent or an affiliate or an officer, director, employee or shareholder thereof is a party. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Escrow Agent from sources other than the Lessor or the Lessee, (ii) disclosure as required pursuant to this Agreement, (iii) disclosure of any and all information to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any respects of the Escrow Agent’s business or that of its affiliates or (iv) any other disclosure authorized by the Lessee and the Lessor.

Lessor will treat information related to this Agreement as confidential but, unless prohibited by law, Escrow Agent and Lessee authorize the transfer or disclosure of any information relating to the Agreement to and between the subsidiaries, officers, affiliates, other representatives and advisors of Lessor and debt and equity sources and third parties selected by any of them, and to their prospective assignees wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Lessor and any such subsidiary, officer, affiliate, debt and equity source or third party or prospective assignee may transfer or disclose any such information as required by any law, court, regulator or legal process. 418
March 2019 11
Lessee will treat the terms of this Agreement as confidential except on a "need to know" basis to persons within or outside Lessee’s organization (including affiliates of such party), such as attorneys, accountants, bankers, financial advisors, auditors and other consultants of such party and its affiliates, except as required by any law, court, regulator or legal process and except pursuant to the express prior written consent of the other parties, which consent shall not be unreasonably withheld.

15. This Agreement, the Lease and any other documents or instruments executed by either party in connection herewith and therewith (collectively the “Related Documents”), may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Related Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable.
[Execution page follows.]
419
March 2019 12
In Witness Whereof, the parties have executed this Escrow and Account Control Agreement as of the date first above written.

Banc of America Public Capital Corp City of South Lake Tahoe, California as Lessor as Lessee
By: By:

Name: Name: Cristi Creegan
Title: Title: Mayor
Deutsche Bank National Trust Company (SEAL)
as Escrow Agent
By: By: ________________________________
Name: Name: _____________________________
Title: Title: ______________________________
ATTEST:

By: By:________________________________
Name: Name: Susan Blankenshhip
Title: Title: City Clerk
420
SCHEDULE 1
to the Escrow and Account Control Agreement

FORM OF DISBURSEMENT REQUEST
Re: Schedule of Property No. 01, dated as of April 6, 2023, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 by and between Banc of America Public Capital Corp, as Lessor, and the City of South Lake Tahoe, California, as Lessee (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In accordance with the terms of the Escrow and Account Control Agreement, dated as of April 6, 2023 (the “Escrow and Account Control Agreement”), by and among Banc of America Public Capital Corp (“Lessor”), the City of South Lake Tahoe, California (“Lessee”) and Deutsche Bank National Trust Company, as escrow agent, (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Account created under the Escrow and Account Control Agreement for the following purposes:

Disbursement Amounts:

Payee’s Name and Address Invoice Number Dollar Amount Purpose <Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required. >
<invoice list OR “see
attached” with a
spreadsheet>
< invoice amount> <general description of
equipment; ex “police cruiser”>
<Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required.>
<invoice list OR “see
attached” with a
spreadsheet>
<invoice amount> <general description of
equipment; ex “police cruiser”>
Lessee hereby represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
421
(i) (a) Each obligation specified in the table herein titled as “Disbursement Amounts” has been incurred by Lessee in the stated amount, (b) the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and (c) has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof).
(ii) Each item of Equipment relating to an obligation specified in the table herein titled as “Disbursement Amounts” has been delivered, installed and accepted by Lessee. Attached hereto is a copy of the invoice with respect to such obligation.
(iii) The undersigned, as Authorized Representative, has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made.
(iv) This requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee).
(v) The Equipment is insured in accordance with the Lease. (vi) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the Lease has occurred and is continuing at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to the Lease. (vii) The disbursement shall occur during the Acquisition Period. (viii) The representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof.
(ix) No Material Adverse Change has occurred since the date of the execution and delivery of the Lease. (x) The information in this Disbursement Request regarding each Payee, including their respective name, address and wiring instructions, (collectively, the “Payee Information”) is true and correct, such Payee Information has been verified and confirmed by Lessee and the Lessor can rely on Lessee’s verification and confirmation of the accuracy of such Payee Information. Lessee hereby acknowledges and agrees that any call-back performed by Lessor to verify the disbursement instructions pursuant to this Disbursement Request shall be made to Lessee only and Lessor shall have no obligation to call-back any Payee listed above. 422
Dated:

CITY OF SOUTH LAKE TAHOE, CALIFORNIA
By:

Name: ______________________________
Title: _______________________________
Disbursement of funds from the Escrow
Account in accordance with the foregoing
Disbursement Request hereby is authorized

BANC OF AMERICA PUBLIC CAPITAL CORP
as Lessor under the Lease
By:

Name:

Title:
423
SCHEDULE 2
to the Escrow and Account Control Agreement

FORM OF INVESTMENT DIRECTIVE
Date
Deutsche Bank National Trust Company
Trust and Agency Services
1 Columbus Circle, 17th Floor
Mail Stop NYC01-1710
New York, NY 10019
Attn: Escrow Team, [Insert Deal ID]
In accordance with the provisions of the Escrow and Account Control Agreement, dated as of April 6, 2023, the undersigned hereby directs you in your capacity as Escrow Agent to invest the monies held in the below listed account as indicated:

DESCRIPTION INVESTMENT
[Account Name] [Instrument Vehicle]
[Account number]
It is understood that this is a standing investment directive, to be in effect until such time as you have received from us another written investment directive.

In addition, we hereby acknowledge the disclosures in Schedule A below.

City of South Lake Tahoe, California
By:___________________________
Name:_________________________
Title:__________________________
Date: _________________________
424
Schedule A
Deutsche Bank National Trust Company (“DB”) Disclosures to Clients:

Time Deposits
• If you choose to invest in a time deposit, you have contracted to keep your funds on deposit for a fixed term. You may not withdraw all or part of a time deposit during this fixed term. In the event, however, that DB permits you, in its sole discretion, to withdraw funds from the deposit, in whole or in part, within six days of the deposit or within six days of the most recent partial withdrawal, DB must charge at least seven days' simple interest on the amount withdrawn.

Money Market Funds (MMFs)
• Unless otherwise instructed, DB will place orders to buy/sell financial instruments, shares of Money Market Funds (“MMFs”) (including proprietary MMFs), fixed-income securities fully guaranteed as to principal and interest by the U.S. government or an agency thereof (“Government Securities”), or other non-MMF securities or currencies with Deutsche Bank Securities, Inc., an affiliated registered broker-dealer of DB (“DBSI”), or an unaffiliated third-party broker-dealer. By executing the agreement, you authorize DB to use DBSI or another broker-dealer, as more fully specified below, to effect securities or currency transactions. In connection with these transactions, DB or DBSI will receive compensation.
• If you choose to invest in a proprietary MMF, DB and/or its affiliates will earn investment management fees and other fees associated with these MMFs, as disclosed in the MMF’s prospectus provided to you. Also, DB and DBSI have entered into agreements with certain MMFs, including proprietary MMFs, or their agents to provide shareholder services to those MMFs. DB or DBSI is paid a fee by the MMFs for providing these shareholder services that calculated on an annual basis does not exceed a specified amount (up to 80 basis points) of the amount of your investment in these MMFs. The existence of these fees is disclosed in the relevant MMF’s prospectus. • If you choose to invest in Government Securities or other non-MMF securities, upon your instruction DB will place orders for those securities in its own name and for your account with a third-party broker-dealer, which will execute, clear and settle the orders. At that time, the Government Securities or other non-MMF securities purchased at your instruction will be allocated to your account. DB will earn compensation from the broker-dealer in the form of a fixed dollar fee per calendar month or per quarter for all Government Securities purchased or sold for all its client accounts through the broker-dealer during that same period. • If you choose to use other services provided by DB or any of its affiliates, DB or other DB affiliates may be allocated a portion of the fees earned. DB will provide periodic account statements describing transactions executed for your account(s). Trade confirms will be available upon your request at no additional charge. • Shares of MMFs and non-MMF securities are not deposits or obligations of, or guaranteed by, DB or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation or any other agency of the U.S.

Government. Investments in the MMFs involve the possible loss of principal. Please read the prospectus carefully before investing.
• Government Securities are not deposits or obligations of, or guaranteed by, DB or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation. Government Securities are fully guaranteed as to principal and interest by the U.S. government or an agency thereof. The market value of Government Securities, however, may fluctuate over time, and at any given time, the market value of the Government Securities purchased by you may be greater or less than the face value of the securities. 425
[AN “EXHIBIT A-1” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT] EXHIBIT A-1

INCUMBENCY AND AUTHORIZATION CERTIFICATE
The undersigned, a duly elected or appointed and acting City Clerk of the City of South Lake Tahoe, California (“Lessee”) certifies as follows:

A. The following listed persons are duly elected or appointed and acting officials of Lessee (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Schedule of Property No. 01, dated as of April 6, 2023, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 by and between Lessee and Banc of America Public Capital Corp (“Lessor”), the Escrow and Account Control Agreement dated as of April 6, 2023, by and among Lessor, Lessee and Deutsche Bank National Trust Company, as Escrow Agent, all documents related thereto and delivered in connection therewith, and any future modification(s) or amendments thereof (collectively, the “Operative Agreements”), and the Operative Agreements each are the binding and authorized agreements of Lessee, enforceable in all respects in accordance with their respective terms.

Name of Official Title Signature
Cristi Creegan Mayor _____________________
Joseph Irvin City Manager _____________________
Olga Tikhomirova Director of Finance _____________________ DATED: APRIL 6, 2023 BY: ______________________________ NAME: Susan Blankenship
TITLE: City Clerk
(The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) 426
[AN “EXHIBIT A-2” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT] EXHIBIT A-2

TO BE PROVIDED
Certificate of Authorized Representatives – [Lessor]
427
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: March 28, 2023
Agenda Item #: 12
Agenda Item: Agenda Planning Calendar
Executive Summary: The Agenda Planning Calendar is a projection of items coming before City Counci, for consideration.

Requested Action / Suggested Motions: A Councilmember may request that an item be placed on a future agenda. Upon the support of one (1) additional Council Member, direction shall be given to the City Manager to calendar the item for a convenient future agenda, but no sooner than the second meeting after the request was made, and/or modify the Agenda Planning Calendar as desired.

Responsible Staff Member: Joseph Irvin, City Manager
Responsible Staff Member: Joseph Irvin, City Manager (530) 542-6043 Reviewed and Approved By:

Susan Blankenship, City Clerk
Attachments:

APC -03 23 2023.pdf
428
2023 Agenda Planning Calendar (Updated 03 23 2023)
Agenda Item Agenda Section
April 4, 5:30 p.m. City Attny Authorization to Join National Opiod Settlement Emergency Declaration Closure/Snow Removal Reimbursement DiscussionNB City Clerk Keep Tahoe Blue/SOS Outreach Efforts Presentation Presentation Dev Services Solar APP + Software Grant NB
Bijou/Al Tahoe (Midtown) Area Plan consultant PSA
Supplemental Residential Inclusionary Analysis
Police Police Patrol Vehicle Replacement
Public Works/CA Consider amendments to Purchasing Ordinance/Public Works Contracts NB Public Works Award Pothole Repair Contact Consent
May 2, 9 a.m. CA/CM Franchise Agreement with South Tahoe Refuse UB Annexation Study NB
City Clerk Protocol Update & Mayor 9 month rotation discussion NB City Manager Social Media Policy Update
Dev Services Housing Funding Outreach Report
Finance City ACFR FYE 9/30/2022 Consent
Department
429
2023 Agenda Planning Calendar (Updated 03 23 2023)
Ski Run Business Improvement District Annual Assessment PH Fire Public Safety Pier at Ski Run Marina
Police AB 481 Ordinance Renewal Consent
SRO/LTUSD Contract 2023-2024 Consent
Public Works Pioneer Trail Phase II Project Update and Funding Requst NB Pavement Management Plan Update NB
2023 Engineering Projects, Design and Construction Update NB Approval of Sale of a TCE to Caltrans for the U.S. 50 Safety Project Consent Award Contract for Barton Avenue & 2nd Street Drainage Project Consent Authorize, Accept, and Appropriate CTC Grant Funding Consent Bicycle Amenities and Wayfinding Signs Update NB
May 16, 5:30 p.m. Dev Services REACH Code options UB
Permit Tracking and Public Portal Software PSA Award
EV Charging Station Ordinance (\first reading)
3900/3908 Lake Tahoe Blvd DDA
Public Works Annual Report NB
430
2023 Agenda Planning Calendar (Updated 03 23 2023)
Award Contract for Campground Tent Platform Construction Consent June 6, 9 a.m. Public Works Facility Conditions, ADA and Sustainability Presentation NB Financing Options for Stormwater Management and Snow Operations Vision Zero Grant Acceptance
School Zone Designation for Lake Tahoe Blvd NB
US 50 Signal Maintenance Agreement
Parking Restriction and Enforcement Code Modification NB Agreement Update with Heavenly NB
June 20, 5:30 p.m.City Manager 2023 Cannabis Grants

CC/STRSA
Dev Services TVAP Update
South Tahoe Refuse Report
PLHA Formula Grant Amendment
City/CTC land exchange agreement
TCAP Update
Finance Annual Special Tax for CFD 2001-1 Series 2015 FY 2023-2024 Consent Mello-Roos Special Tax for Community Facilities District No. 1995-1 Consent 431
2023 Agenda Planning Calendar (Updated 03 23 2023)
Aug 8, 9 a.m. City Manager TRPA Regional Grant Program (EV Charging/Pioneer Project) Aug 22, 5:30 p.m.

City Attorney Parking Garage License Agreement with Verizon City Attny/PW Amendments to Small Cell Policy
City Clerk Records Management Policy (Updated)
Policy - Use of Personal Devices for City Business
City Manager SW Gas Prestentation Renewable Energy Goals Comprehensive Energy Services Contract
Conservancy Forest Health Report
Electric Vehicle Charging Contract
Joint Council/TTD Board Mtg
Electric Municipality - Legal Feasability Analysis
Customer satisfaction survey(s)
SEED Solar Photovoltaic Project PPA
Dev Services TCAP Amendment – Montreal
Unscheduled/Pending
432
2023 Agenda Planning Calendar (Updated 03 23 2023)
Plan Area Statement Update for Tourist Accommodation Uses Plan Area Statement 111 amendment
Single Room Occupancy Program Amendments
Finance Software Purchase
Fire Weed abatement/nusance Program - Defensable Space Policy Type III Fire Engine Purchase
Parks & Rec Parks Foundation MOU
Amendment 1 to Bijou Bike Park Association Maintenance Agreement Tahoe Swim Team Use Agreement
Bijou Golf Course "Rock the Lake" Event and Review
Public Works Award Contract - Recreation Center Project Broadband Master Plan Draft Recommendations
Award Contract PD Roof Replacement
Award Contract FS III Design Build Services
Award Contract EV Charging 1700 Shop Street
Bijou Creek Park Project Update
433