South Lake Tahoe City Council
November 5, 2024

1. TRADE-IN(S). Purchaser shall deliver trade-in(s) in the same condition as at the time of inspection and appraisal by Seller reasonable wear and tear excepted, except as disclosed in the Agreement. Purchase represents that each truck shall be free and clear of all liens and encumbrances and warrants that the trade-in(s) are that type and condition described in this Agreement, including any attachments hereto.

2. TERMS OF PAYMENT. Unless otherwise agreed, net payment shall be due on delivery. Late payments shall bear interest at the rate of 18% per annum, or the maximum permitted by law, whichever is less. If acceptance of delivery is delayed by Purchaser, payment shall become due on the date when Seller is prepared to deliver. If the financial condition of Purchaser at any time does not, in the judgment of Seller, justify continuance of the work to be performed by Seller hereunder on the terms of payment as agreed upon, Seller may suspend such work, or postpone delivery, and require such assurances of Purchaser’s performance as Seller deems adequate, including payment in advance, or Seller may cancel this order and shall receive reimbursement for its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of Purchaser, voluntary or involuntary, Seller shall be entitled to cancel any order then outstanding at any time and seek reimbursement for its reasonable and proper cancellation charges.

3. CANCELLATION. Purchaser may cancel this order only if Seller is able to cancel said order with the manufacturer, and only upon written notice. Upon cancellation or failure to accept delivery, Purchaser shall pay Seller reasonable cancellation changes and expenses, not to be less than Seller’s out-of-pocket expenses including carrying costs.

This Agreement (including by reference the provisions set out in manufacturer’s standard warranty or warranties) shall constitute the entire agreement between Purchaser and Seller, and no understandings or obligations not expressly set forth herein or in manufacturer’s standard warranty or warranties are binding upon Purchaser or Seller.

ALL WARRANTIES, IF ANY, BY A MANUFACTURER OR SUPPLIER OTHER THAN SELLER ARE THEIRS, NOT SELLER’S, AND ONLY SUCH MANUFACTURER OR OTHER SUPPLIER SHALL BE LIABLE FOR PERFORMANCE UNDER SUCH WARRANTIES. SELLER

HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Accepted and Agreed by: ________________________________________________ ______________________________ (Company Name) (Date)
Signor’s Name and Title: ________________________________________________ ______________________________ (Please Print Name and Title. Must be an Officer of the company (Signature) Authorized to approve capital purchases.)
X

4. GRANT FUNDING AND CUSTOMER RESPONSIBILITY: The customer acknowledges that any grants, incentives, or credits applied to offset the cost of the electric vehicle(s) are solely the customer's responsibility to secure. The customer is responsible for submitting any required documentation in a timely manner to facilitate the grant approval process. In the event that the anticipated grant, incentive, or credit amount is reduced, not approved, or revoked for any reason, including but not limited to failure to submit necessary documentation, the customer agrees to pay the full balance of the purchase price. Velocity Truck Centers assumes no liability for any grants, incentives, or credits, nor for the success or failure of the customer's grant application or approval process.

5. SALES AND OTHER TAXES. Unless otherwise specified herein, Seller’s price does not include federal excise, sales, use, or other taxes.

Consequently, in addition to the price specified herein, the amount of any other excise, sales, use or other tax applicable to the sale or use of the trucks purchased hereunder shall be paid by Purchaser, or in lieu thereof Purchaser shall provide Seller with a tax exemption certificate acceptable to the taxing authorities. Purchaser agrees that all taxes related to this transaction, whether arising at the time of the transaction or in the future, are Purchaser’s responsibility and further agrees to promptly pay any such taxes.

6. DELIVERY. All trucks furnished hereunder shall be delivered to Purchaser at the Seller’s dealership location or other location as designated in this Agreement. Unless otherwise provided, delivery will be made via carriers and routes designated by manufacturer with freight charges to be included in the purchase price. Delivery dates are approximate and are based upon receipt of all necessary information from Purchaser. Seller shall not be liable for delays in delivery or manufacturing, or other causes beyond Seller’s control.

7. TECHNICAL CHANGES. Purchaser acknowledges that the manufacturer and Seller reserve the right to change the specifications of the truck(s) at any time without obligation to make such changes in other trucks previously delivered to Purchaser. In addition, manufacturer and Seller reserve the right to make design changes and substitution of materials subsequent to the receipt of the order which, in manufacturers or Seller’s opinion are necessary to improve the truck. Purchaser agrees to accept any such changes as fulfillment of Seller’s obligations under this order.

8. REQUIRED EQUIPMENT. This order shall be deemed to include, whether or not specified herein, all equipment or accessories required by the National Highway Traffic Safety Act or other regulations in effect at the time of order of receipt. It is agreed that any additional or different equipment not specified which is required at the time of delivery to meet the foregoing Act or other regulations will be added and the costs shall be paid by Purchaser.

Purchaser understands that certain safety equipment is available that is not legally required and is available at Purchasers request for an additional fee.

9. TITLE AND REMEDIES. Until full payment by Purchaser of all amounts due hereunder, Seller reserves the title to all equipment furnished hereunder. If Purchaser defaults in payment or performance hereunder or becomes subject to insolvency, receivership, or bankruptcy proceedings, or makes an assignment for the benefit of creditors, or without the consent of Seller voluntarily or involuntarily sells, transfers, leases, or permits any lien or attachment on the equipment delivered hereunder, Seller may treat all amounts then or thereafter owing hereunder by Purchaser as immediately due and payable (subject only to credits required by law) and Seller may repossess said equipment by any means available by law and shall enjoy any and all other remedies of a secured creditor under the Uniform Commercial Code. Purchaser shall execute and deliver to Seller such financing statements and other documents, as Seller may deem appropriate to evidence, perfect, and protect the priority of its security interest in the truck(s) subject to this order.

10. GENERAL. Any assignment by Purchaser of this order or any rights hereunder, without written consent of Seller, shall be void. Clerical errors in this order may be automatically corrected by giving written notice thereof to Purchaser by a duly authorized representative of Seller. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless and until in writing and signed by a duly authorized representative of Seller. To the extent not covered by other terms herein, including terms of warranty and limitation of liability, etc., the provisions of the Uniform Commercial Code shall govern this sale.
_______________ (Purchaser’s Initials)

DATE
Email
Phone
Programs
December 13, 2023

CONTACT
Advanced Clean Fleets
[email protected]
(866) 634-3735

CATEGORIES
Advanced Clean Fleets, Drayage Trucks at Seaports & Railyards Advanced Clean Fleets Regulation - ZEV Milestones
Option
Until January 1, 2030, High Priority and Federal Fleets and State and Local Government Agency Fleets may opt-in to the ZEV Milestones Option and meet zeroemissions vehicle (ZEV) targets as a percentage of their California fleets, as an alternative compliance option to the Model Year Schedule. This option allows for phasing ZEVs into the fleet between 2025 and 2042, depending on the type of vehicle and its usage. If choosing this option, starting January 1, 2025, fleet owners must continuously meet or exceed the ZEV Fleet Milestone percentage requirements, shown in Table A, for their California fleets. The California fleet includes vehicles operated in California by a fleet owner or controlling party during a calendar year and includes vehicles under common ownership or control. The ZEV Fleet Milestone percentages must be maintained each year until the next compliance milestone; for example, from January 1, 2025, until December 31, 2027, at least 10 percent of Milestone Group 1 vehicles in the California fleet must be ZEVs.

Please note that if a vehicle is operated in California at any time during a calendar year, it must be included in the California fleet when determining compliance for that calendar year. Vehicles that are sold or scrapped will reduce the California fleet size 10/17/24, 10:45 AM Advanced Clean Fleets Regulation - ZEV Milestones Option https://ww2.arb.ca.gov/resources/fact-sheets/advanced-clean-fleets-regulation-zev-milestones-option/printable/print 1/4 212
for purposes of the Milestones calculation at the time of selling or scrapping.

However, transferring a vehicle out of state without selling or scrapping it would still count as part of the California fleet size for the entire calendar year the vehicle had operated in California.

Table A: ZEV Fleet Milestones by Milestone Group and Year Percentage of vehicles that must be
ZEVs
10% 25% 50% 75% 100%
Milestone Group 1: Box trucks, vans,
buses with two axles, yard tractors,
light-duty package delivery vehicles
2025 2028 2031 2033 2035 and
beyond
Milestone Group 2: Work trucks, day
cab tractors, pickup trucks, buses with
three axles
2027 2030 2033 2036 2039 and
beyond
Milestone Group 3: Sleeper cab
tractors and specialty vehicles
2030 2033 2036 2039 2042 and
beyond
How do we calculate the number of ZEVs we must
have?
The annual ZEV Fleet Milestone is calculated by counting the vehicles in the California fleet for each of the three Milestone Groups listed in Table A, then multiplying the number of vehicles in each Milestone Group by the ZEV percentage requirement for that year. Here is an example calculation for a fleet for the calendar year 2030. For this example, the California fleet consists of 100 Group 1 vehicles, 50 Group 2 vehicles, and 30 Group 3 vehicles:

Milestone Group 1: 100 vehicles x 25% = 25 ZEVs
Milestone Group 2: 50 vehicles x 25% = 12.5 ZEVs
Milestone Group 3: 30 vehicles x 10% = 3 ZEVs
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Total ZEV Fleet Milestone = 40.5 ZEVs, which rounds up to 41 ZEVs needed that year.

The following additional example shows how a fleet might change over time.

Vehicle Type # of
Vehicles
ZEVs
in
2025
ZEVs
in
2027
ZEVs
in
2029
ZEVs
in
2033
ZEVs
in
2045
Box trucks, vans, two-axle
buses, yard trucks, lightduty package delivery
vehicles
60 6 6 15 45 60
Work trucks, day cab
tractors, three-axle buses,
pickup trucks
20 0 2 2 10 20
Sleeper cab tractors and
specialty vehicles
20 0 0 0 5 20
ZEV Milestones 100 6 8 17 60 100
Will any ZEV count toward compliance?
A ZEV from any Milestone Group can count toward the fleet’s ZEV Fleet Milestone requirement. In the first example, the fleet might choose to have 30 ZEV vans, 10 ZEV work trucks, and 1 ZEV sleeper cab tractor in 2030. In the second example, the total in the bottom row is what CARB considers for compliance purposes. Any ZEV may count toward this total (e.g. pickups, yard trucks, box trucks, tractors, or any combination of any vehicles from these groups) as long as they are vehicles within the scope of the regulation (typically gross vehicle weight rating 8,500+ lbs.; lightduty cars would not count). 10/17/24, 10:45 AM Advanced Clean Fleets Regulation - ZEV Milestones Option https://ww2.arb.ca.gov/resources/fact-sheets/advanced-clean-fleets-regulation-zev-milestones-option/printable/print 3/4 214
Source URL: https://ww2.arb.ca.gov/resources/fact-sheets/advanced-clean-fleetsregulation-zev-milestones-option Can fleets using this option still add internal
combustion engine vehicles to the California
Fleet?
Any new internal combustion engine (ICE) vehicle, 2024 or newer, added to the California fleet must have an engine certified to applicable California emissions standards and emissions related requirements, and any used ICE vehicle added to the California fleet must have a 2010 or newer model year engine. Please see Internal Combustion Engine Purchase Requirements.

This document is provided to assist regulated entities in complying with the Advanced Clean Fleets regulation. In the event any discrepancy exists between this document and the Advanced Clean Fleets regulation, the regulatory text of the Advanced Clean Fleets regulation applies.
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: November 5,
2024
Agenda Item #:12
Agenda Item: Ratification of Grant Application to California Department of Alcoholic Beverage Control for Alcohol Policing Partnership
Executive Summary: City Council is asked to ratify the application for, and accept a grant award from California Department of Alcoholic Beverage Control (ABC) in the amount of $37,400.00 for special enforcement of alcohol-related crimes, inspections of ABC licensed businesses, and press releases.

Grant funds will be used to carry out enforcement related to a host of criminal violations in our community including, but not limited to, unlawful possession and distribution of alcoholic beverages, unlawful provision of alcohol to minors, contributing to the delinquency of minors, public intoxication, and disturbances of the peace due to alcohol related parties, special events, and gatherings within City limits.

Requested Action / Suggested Motions: Pass a Resolution ratifying the application, authorizing the Chief of Police to accept and execute agreement, budget, and reimbursement of grant award by California Department of Alcoholic Beverage Control in amount up to $37,400.00 to facilitate extra enforcement for alcohol-related offenses for Federal fiscal year 2024/2025, effective October 1, 2024 and ending August 31, 2025.

Responsible Staff Member: LT. Doug Sentell
Reviewed and Approved By: David Stevenson, Chief of Police Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01 - Staff Report - ABC Grant 24-25.docx
02 - Resolution - ABC Grant 24-25.docx
03-Grant Agreement
04 - ABC OTS Exhibits.pdf
05 - South Lake Tahoe Notification Letter.pdf
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Council Agenda Report November 5, 2024 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: November 5, 2024
Title: Ratification of California Alcoholic Beverage Control (ABC) ABC-OTS Grant Application and Acceptance of Grant Award in the Amount of $37,400.

Location: Police Department
Responsible Staff Member: Lieutenant Doug Sentell, (530) 542-6520 Background:

California Department of Alcoholic Beverage Control (ABC) provides grant assistance to law enforcement agencies through the ABC-OTS Grant Program. This is a competitive grant process through ABC. The South Lake Tahoe Police Department applied for these grant funds in August of 2024. On October 8th, 2024 we received confirmation of a grant award and the grant agreement. The grant requires approval via a resolution from City Council to accept, budget, spend and reimburse the funds from the grant.

Issue and Discussion:

The ABC Alcohol Policing Partnership Grant is a tool for the City of South Lake Tahoe in enforcement of alcohol related criminal offenses committed by both juveniles and adults. The South Lake Tahoe Police Department will utilize these grant funds to carry out enforcement efforts related to a host of criminal violations in our community including, but not limited to, unlawful possession and distribution of alcoholic beverages, unlawful provision of alcohol to minors, contributing to the delinquency of minors, public intoxication, and disturbances of the peace due to alcohol related parties, events, and gatherings within City limits. Grant funds may also be used to conduct alcohol related community and local business trainings. In the past we have used these funds for overtime at events like the Lakeview Commons outdoor concert series, New Year’s Eve, and the 4th of July fireworks celebration.

Financial Implications:

There will be no impact to the general fund. This is a reimbursement grant from California ABC.

Expenditures for the program will be reimbursed bi-monthly. If approved by City Council, effective October 1, 2024; budget in account 229 02112 should be amended as follows:

Revenue: #33229 $37,400.00
Expenditures: #41040 (Overtime) $37,400.00
Environmental Considerations: The proposed action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(4) (creation of government funding mechanisms or government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment).

Policy Implications: This grant supports strategic priority “5.1 Public Safety”. 217
Resolution 2024-XXX November 5, 2024 Page 1 of 2
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5th, 2024
Ratifying the application, authorizing acceptance, budget, and reimbursement of grant award by California Department of Alcoholic Beverage Control in amount up to $37,400.00 to facilitate extra enforcement for alcohol related offences for Federal fiscal year 2024/2025 effective October 1, 2024.

BACKGROUND
A. California Department of Alcoholic Beverage Control (ABC) provides grant assistance to law enforcement agencies through the ABC-OTS Grant Program.

B. The South Lake Tahoe Police Department applied for these grant funds in August of 2024 and was awarded grant funds in amount up to $37,400.00.

C. The South Lake Tahoe Police Department intends to utilize these grant funds to carry out enforcement and education efforts related to a host of criminal violations in our community including, but not limited to, unlawful possession and distribution of alcoholic beverages, unlawful provision of alcohol to minors, contributing to the delinquency of minors, public intoxication, and disturbances of the peace due to alcohol related parties, events, and gatherings within City limits.

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

1. Ratifies the application for, authorizes acceptance, budget, and reimbursement of a grant award up to $37,400.00 to carry out enforcement efforts related to alcohol-related criminal violations within the City of South Lake Tahoe.

2. Authorizes and directs the Chief of Police to execute, on behalf of the City Council, a grant agreement, including any extensions or amendments thereof and any subsequent contract with the State in relation thereto.

3. Acknowledges that any liability arising out of the performance of this agreement, including civil court actions for damages, shall be the responsibility of the grant recipient and the authorizing agency.

The State of California and ABC disclaim responsibility for any such liability.

4. Acknowledges that the funds received hereunder shall not be used to supplant expenditures controlled by this body.

5. Acknowledges that this award is not subject to local hiring freezes.

6. Authorizes increasing 2024/2025 City budget for the account 229-02112 as described in the staff report in amount up to $37,400.00
Adopted by the City of South Lake Tahoe City Council on November 5, 2024 by the following vote:

Yes:

No:

Absent:

Abstain:
218
Resolution 2024-XXX November 5, 2024 Page 2 of 2
________________________ Date: _________
Cody Bass, 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.
219
220
Agreement Number: 25-OTS122
City of South Lake Tahoe through the South Lake Tahoe Police Department

EXHIBIT A

SCOPE OF WORK
Purpose and Description of Services
Contractor agrees to implement the Department of Alcoholic Beverage Control programs as listed:
• Minor Decoy operations – designed to educate and deter licensed locations from selling/furnishing alcohol to minors and shall be conducted at both “On-Sale” and “Off-Sale” licensed establishments within the operations period of the grant. • Shoulder Tap operations – used to detect and deter adult furnishers outside of a licensed business and shall be performed at “Off-Sale” licensed locations to apprehend adults that are unaffiliated with the licensed businesses who are purchasing alcohol for minors outside of the stores within the operation period of the grant.
• Informed Merchants Preventing Alcohol-Related Crime Tendencies (IMPACT) Inspections – primary goal is to educate licensees on alcohol related laws to help reduce alcohol-related crime in and around licensed premises. Contractor agrees to conduct visits and inspections of licensed premises identifying areas of non-compliance at “On-Sale” and “Off-Sale” licensed locations within the operation period of the grant.
• Holiday Enforcement – This program consists of working general undercover and high-profile enforcement targeting underage drinking, sales/furnishing to minors, sales to obviously intoxicated patrons, and other related violations.

Holidays would be defined as:
o Halloween (Oct. 31)
o Thanksgiving (Nov. 27 – Dec. 1)
o New Year’s Eve (Dec. 31)
o St. Patrick’s Day (Mar. 14 – Mar 17)
o Cinco de Mayo (May 2 – May 5)
o Memorial Day Weekend (May 23 – May 26)
o 4th of July (July 3 – July 6)
The project is targeted to reduce underage drinking and the resultant DUI driving injuries and fatalities, and/or property damages, reduce youth access to alcoholic beverages through the education of licensee, enforcement intervention and the impressions of omnipresence of law enforcement.

In addition, contractor agrees to the following goals:
• Raise public awareness that selling, serving and/or furnishing alcoholic beverages to individuals under twenty-one years old is a criminal violation that will be prosecuted by local city and district attorneys.
• Establish and implement a coordinated effort between contactor and ABC, and acknowledges no operations will be conducted until after the contractor’s representative has completed training conducted by ABC.
• Issue press releases as follows:
o To announce the start of the program
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City of South Lake Tahoe through the South Lake Tahoe Police Department

o At the conclusion of each Minor Decoy Operation held (to announce the number of licensed premises who sold to the minor decoy).
o At the conclusion of each Shoulder Tap Operation held (to announce the number of adults arrested for purchasing alcoholic beverages for the decoy). o At the conclusion of each IMPACT operation held.
• Email each press release to the Department’s Public Information Office, [email protected] as soon as it is released.
• In all press releases, in addition to any credits the agency wishes to give, will include the following statement: “This project is part of the Department of Alcoholic Beverage Control’s Minor Decoy/Shoulder Tap Grant Project, funded by the California Office of Traffic Safety through the National Highway Traffic Safety Administration.”
• Complete and submit bi-monthly reports, in a format designed by ABC due no later than the following:
o On or before January 15, 2025 (with results of operations October, November & December 2024)
o On or before March 15, 2025 (with results of operations January & February 2025) o On or before May 15, 2025 (with results of operations March & April 2025) o On or before July 15, 2025 (with results of operations May & June 2025) o On or before September 15, 2025 (With results of operations July & August 2025) • Submit an Executive Summary as part of the final report due on or before September 15, 2025.

The summary shall contain the following:
o An evaluation statement concerning the end product and cost benefits; and a listing of recommended and/or adopted policy or procedure changes, if any, occurring as a result of the project.
o Project personnel identifying the key personnel who worked on the project, together with their job classification, and a brief description of their contribution. o Problems – describe any operational or cost problems that were encountered in project implementation. If known, state alternative methods that would have avoided the problem and increased the effectiveness of the project.
o Results – describe the results of the project in terms of meeting the original objectives as stated in the project agreement. Also, describe the results in terms of how they will be specifically applied for future improvement of the agency’s continuing activities relating to alcohol problem prevention and enforcement. Where possible, describe estimated savings resulting from implementing project results.
o Disclaimer – The final report shall include the following: “The opinions, findings, and conclusions expressed in this publication are those of the authors and not necessarily those of the State of California, Business, Consumer Services and Housing Agency, or the Department of Alcoholic Beverage Control.”
o Documentation – Attach any relevant documents developed. Examples are new or revised forms, diagrams, management reports, photos, coding manuals, instructional manuals, etc.

Contract Term
The operation period of the grant is October 1, 2024 through August 31, 2025. 222
Agreement Number: 25-OTS122
City of South Lake Tahoe through the South Lake Tahoe Police Department

Project Representatives
The project representatives during the term of this agreement will be:

South Lake Tahoe Police Department Alcoholic Beverage Control Doug Sentell, Lieutenant Diana Fouts-Guter, Grant Coordinator 1352 Johnson Blvd 3927 Lennane Drive, Suite 100
South Lake Tahoe, CA 96150 Sacramento, CA 95834
(530) 542-6250 (916) 928-9807
[email protected] [email protected]
South Lake Tahoe Police Department Alcoholic Beverage Control Lori Marino, Principal Management Analyst Kristine Okino, Grant Fiscal Analyst 1352 Johnson Blvd 3927 Lennane Drive, Suite 100
South Lake Tahoe, CA 96150 Sacramento, CA 95834
(530) 542-7410 [email protected]
[email protected]
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Agreement Number: 25-OTS122
City of South Lake Tahoe through the South Lake Tahoe Police Department

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

INVOICING AND PAYMENT
• For services satisfactorily rendered, and upon receipt and approval of services, Alcoholic Beverage Control agrees to compensate for approved reimbursable costs of personnel overtime and benefits (actual cost) and travel.
• Invoices shall clearly reference the agreement number 25-OTS122 and must not exceed the total authorized contract amount of $37,400.00. Invoices shall be submitted on a bi-monthly basis, on the prescribed form designed by ABC.

Submit to: Department of Alcoholic Beverage Control
Attn: Kristine Okino, Grants Fiscal Analyst
3927 Lennane Drive, Suite 100
Sacramento, CA 95834
• This grant is only for overtime compensation and travel for training held on October 15, 2024 only. • In accordance with State of CA travel policy, agencies are eligible to receive reimbursement for travel expenses incurred for training on October 15, 2024.
https://hrmanual.calhr.ca.gov/Home/ManualItem/1/2203
• Payment shall be made in arrears within 45 days from the receipt of an undisputed invoice. • Contractor understands in order to eligible for reimbursement; cost must be incurred on or after the effective date of the project, October 1, 2024 and on or before the project termination date, August 31, 2025.
• Contractor understands any other costs incurred by contractor, other than attendance at initial training and/or personnel overtime and benefits as authorized above, in the performance of this agreement are the sole responsibility of contractor.

BUDGET CONTINGENCY CLAUSE
• It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this agreement does not appropriate sufficient funds for the program, this agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to contractor or to furnish any other considerations under this agreement and contractor shall not be obligated to perform any provisions of this agreement. • If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this agreement with no liability occurring to the State, or offer an agreement amendment to contractor to reflect the reduced amount.

PROMPT PAYMENT CLAUSE
Payment will be made in accordance with, and within the time specified in, Government Code Chapter

4.5, commencing with Section 927.
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City of South Lake Tahoe through the South Lake Tahoe Police Department

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. APPROVAL: This agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has beenobtained.

2. AMENDMENT: No amendment or variation of the terms of this agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the agreement is binding on any of the parties.

3. ASSIGNMENT: This agreement is not assignable by the contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this agreement.

Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by contractor in the performance of this agreement.

6. DISPUTES: Contractor shall continue with the responsibilities under this agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this agreement and be relieved of any payments should the contractor fail to perform the requirements of this agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the contractor under this agreement and the balance, if any, shall be paid to the contractor upon demand.

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of contractor, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of theState.

9. RECYCLING CERTIFICATION: The contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209.

With respect to printer or duplication cartridges that comply with the requirements of Section 225
Agreement Number: 25-OTS122
City of South Lake Tahoe through the South Lake Tahoe Police Department

12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this agreement, contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov.Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article.

Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2,§11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this agreement.

13. COMPENSATION: The consideration to be paid contractor, as provided herein, shall be in compensation for all of contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the contractor shall comply with the requirements of the Government Codes Sections set out below. a) The Government Code Chapter on Antitrust claims contains thefollowing definitions:
i. "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code ii. "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section4550.
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b) In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid.

Such assignment shall be made and becomeeffective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c) If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:
a) The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this contract includes services in excess of $200,000, the contractor shall give priority consideration in filling vacancies in positions funded by the contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a) If for this contract contractor made a commitment to achieve small business participation, then contractor must within 60 days of receiving final payment under this contract (or within such other time period as may be specified elsewhere in this 227
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City of South Lake Tahoe through the South Lake Tahoe Police Department

contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)
b) If for this contract contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then contractor must within 60 days of receiving final payment under this contract (or within such other time period as may be specified elsewhere in this contract) certify in a report to the awarding department: (1) the total amount the prime contractor received under the contract; (2) the name and addressof the DVBE(s) that participated in the performance of the contract; (3) the amount each DVBE received from the prime contractor; (4) that all payments under the contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).)
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EXHIBIT D

SPECIAL TERMS AND CONDITIONS
Disputes: Any disputes concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Director, Department of Alcoholic Beverage Control, or designee, who shall reduce his decision in writing and mail or otherwise furnish a copy thereof to the contractor.

The decision of the Department shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the contractor mails or otherwise furnishes to the State a written appeal addressed to the Director of the Department of Alcoholic Beverage Control. The decision of the Director of Alcoholic Beverage Control or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the State.

Cancellation/Termination: This agreement may be cancelled or terminated without cause by either party by giving thirty (30) calendar days advance written notice to the other party. Such notification shall state the effective date of termination or cancellation and include any final performance and/or payment/invoicing instructions/requirements. No penalty shall accrue to either party because of contract termination.

Contractor Certifications: By signing this agreement, contractor certifies compliance with the provisions of CCC 04/2017, Standard Contractor Certification Clauses. This document may be viewed at: https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-ListFolder/Standard-Contract-Language If the State determines that the grant project is not achieving its goals and objectives on schedule, funding may be reduced by the State to reflect this lower level of project activity. 229
STATE OF CALIFORNIA — BUSINESS, CONSUMER SERVICES, AND HOUSING AGENCY Gavin Newsom, Governor

DEPARTMENT OF ALCOHOLIC BEVERAGE CONTROL
3927 Lennane Drive, Suite 100
Sacramento, CA 95834
(916) 419-2500
September 26, 2024
Lieutenant Doug Sentell
South Lake Tahoe Police Department
1352 Johnson Blvd.

South Lake Tahoe, CA 96150-8200
Re: ABC-OTS Grant Program
Dear Lieutenant Sentell:

Congratulations. Your agency has been selected to participate in the Department of Alcoholic Beverage Control’s ABC-OTS Grant Program. Funding for this project is provided by the Office of Traffic Safety through the National Highway Traffic Safety Administration.

We anticipate operations to begin upon completion of the one-day mandatory training class for your operations officer. Fiscal Officers will be contacted by our Fiscal Coordinator; Kristine Okino for training how to submit claims for reimbursement.

Since the grant starts October 1, 2024, you can make pre-paid travel arrangements on or after that date for your operations officer to attend the training. Pre-paid travel purchased prior to October 1st will not be reimbursed. The information regarding the date, location and authorized per diem rates are enclosed.

To expedite the issuance of your contract, please review and complete the enclosed ABC-OTS Grant Program Information Sheet. In addition, we will also need a resolution from your agency’s governing body. Since these resolutions must be put on calendar, we ask that you do so as soon as possible.

Please mail, fax, or email this information to our Grant Coordinator; Diana Fouts-Guter, at 3927 Lennane Drive, Suite 100, Sacramento, CA 95834, Fax: (916) 928-7625, or at Diana.fouts[email protected].

If you have questions, please contact Supervising Daniel Sumida via email at [email protected].

We appreciate your prompt response and look forward to working with your agency.

Sincerely,
Joseph McCullough
Director
Enclosures
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: November 5,
2024
Agenda Item #:13
Agenda Item: Quarterly Update on the Affordable Housing Waitlist Executive Summary: On March 28, 2023, former Mayor Pro Tem Bass (seconded by Council Member Wallace) requested to agenize an item to require a quarterly report on the number of people actively on waiting lists for affordable housing throughout the City. The last quarterly update was provided to City Council on August 13, 2024. This report includes information for the third quarter of 2024. It should be noted that Council Member Robbins requested, and Mayor Bass provided a second to direct staff to bring back a policy change discussion related to the Lease to Locals Program at the November 19, 2024, City Council meeting. The policy discussion will include an evaluation of the 1/2 rental term for 1/2 the current incentive value currently being offered through the program.

Requested Action / Suggested Motions: Receive and file.

Responsible Staff Member: Lydia Zuniga, Associate Management Analyst Reviewed and Approved By: Zach Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - Quarterly Update.docx
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Council Agenda Report November 5, 2024 Page 1 of 4
City of South Lake Tahoe
Report to City Council
Meeting Date: November 5, 2024
Title: Quarterly Update on the Affordable Housing Waitlist Location: City-wide
Responsible Staff Member: Lydia Zuniga, Associate Management Analyst Background: On March 28, 2023, former Mayor Pro Tem Bass (seconded by Council Member Wallace) requested to agendize an item to require a quarterly report on the number of people actively on waiting lists for affordable housing throughout the City. Consistent with this directive the Development Services Department submits quarterly reports to the City Council to document various statistics related to the City’s housing programs, including the number of people actively waiting for affordable housing.

Issue and Discussion: Before the City Council is the updated waitlist from the 8 Affordable Housing properties within the City (totaling 344 units) that the City is obligated to conduct monitoring to ensure compliance with funding source requirements.

For the end of the third quarter for 2024, the current list shows 939 people on the list.

Based on a review of the individual lists, there are about 100+ names that appear on multiple lists.

The approximate wait times range from 1-7 years depending on the size of unit.

Below is a chart outlining the breakdown of the units. The 1-bedroom units has 597 people on the list. Followed by the 2-bedroom units, which has about 243 and the 3-bedroom units has a total of 99 people. As previously mentioned, most of the people on the list are locals. 232
Council Agenda Report November 5, 2024 Page 2 of 4
Sugar Pine Village (SPV) project is a 248-unit affordable housing project as a result of the California Governor’s Executive Order N-0619, which directed the California Department of General Services (DGS) to identify excess state properties as potential affordable housing development sites. The City has been a financial partner along with the developer Related Companies of California LLC in partnership with St. Joseph Community Land Trust to construct the project. The project is being built in four phases and as of October 18, 2024, Sugar Pine Village has opened the doors to the first 68 units for phase 1A. The following are relevant statistics as of that date:
 Number of occupied units - 11
 Number of people moved in - 18
 Soon to be occupied - 57 (these units are to be occupied by Thanksgiving)  600 people are currently on the (SPV) interest list (the interest list is a broader list than the waitlist and was initially started during project construction) At its November 21, 2023, meeting, the Council requested that ongoing reporting also be conducted on the Lease 2 Locals Program. The pilot program started in late 2021 and is now almost at the end of the third year. The Lease 2 Locals Program stats for 2024, are tracking slightly above 2023. Under the current guidelines, all the leases under the program are a 12- month lease.

As of October 18, 2024, the stats for the Lease 2 Locals Program are shown on the table noted below:

The Professional Services Agreement with Placemate ends on January 15, 2025.

Total amount allocated to the incentive program was $600,000 including $500,000 from the American Rescue Funds Act (ARPA). Below is a table documenting how the funds have been spent:
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Council Agenda Report November 5, 2024 Page 3 of 4
Other Information previously requested by City Council is outlined below:
 Total number of people housed is 125 including children.  Number of grants provided as of October 18, 2024 is 51.  Total grant amount spent including the administrative fee as of October 18, 2024, is $488,491.00.
 Total cost per person is $3,907.98.
 Number of rental months that the Lease 2 Locals program has provided to date, not including months remaining on active leases is 776 months.

Summary
It has been a year since staff was requested to initiate reporting to the City Council on the affordable housing waitlist. The first update was conducted on September 12, 2023, the report showed that there were 1163 people on the list. During the last quarter in 2023 the stats report presented an increase from 1163 to 1173. However, as 2024 rolled out, the number of people on the waitlist decreased, the report for the first quarter indicated that there was a decrease from 1173 to 1108. In the second quarter in 2024, the report also showed a decrease from 1108 to 891. As previous stated, the number of people on the waitlist for the third quarter is 939, a small increase from 891.

The waitlist serves to document the number of people actively seeking out affordable units vs the number that are immediately available. Those on the waitlist are choosing to wait for a unit while others may choose to not put their name on the list and seek alternative arrangements. As such, waitlists may be influenced by a variety of factors. Regardless, the need for affordable housing is well established.

Monitoring the waitlists quarterly may provide an indicator of the effectiveness of City and community efforts to address low-income housing needs. This staff report serves as a monitoring and reporting update to City Council.

Financial Implications: There are no costs associated with this report, except the staff time that would be needed to provide quarterly updates to Council. This report does not result in any modifications to any Housing Programs or has any additional financial implications.

Environmental Considerations: This is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Sections 234
Council Agenda Report November 5, 2024 Page 4 of 4
15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Policy Implications:

This item is consistent with the following adopted policies and programs:

City General Plan Housing Element
Policy 1-1. The City shall adopt programs, ordinances, incentives, land use plans and other regulatory mechanisms that provide opportunities for the private sector to address the housing needs of citizens of all economic levels.

Policy 2-5. The City shall recognize that it will become difficult to attract employees if they cannot afford to purchase or rent housing in South Lake Tahoe. The City shall encourage and support programs and activities that create a robust local economy that provides residents with good paying employment and the means to purchase and/or rent housing in the City.

Policy 5-1. The City shall promote housing opportunities for all persons regardless of source of income, age, race, religion, gender, sexual orientation, marital/familial status, national origin, disability, economic level, or other barriers that prevent choice in housing.

Program 2-9. The City shall continue to provide information that describes the myths and realities of multifamily and affordable housing development.
235
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: November 5,
2024
Agenda Item #:14
Agenda Item: Financing Agreement with Banc of America Public Capital Corp for Energy Upgrade Project Equipment Acquisition
Executive Summary: On October 22, 2024, the City Council approved a design-build contract with Willdan Energy Solutions for energy upgrades at City facilities, in an amount not to exceed $11,414,389, plus 5% City-controlled contingency, for the total project cost of $11,985,108, contingent upon the City obtaining financing for the project. In anticipation of this contract approval, Oppenheimer, serving as placement agent for the City, distributed a request for proposals to multiple lenders, in response to which the City received financing proposals from seven lenders. In consultation with Oppenheimer and the City's municipal financial advisor PFM , the City reviewed all financing proposals and selected Banc of America Public Capital Corp based on lowest cost to finance the equipment and more favorable terms for the City that exclude the need to use the assets as collateral for the financing.

Requested Action / Suggested Motions: (1) Pass a Resolution authorizing and directing the Mayor to execute an Energy Facilities Financing Contract in the form of an Equipment Schedule No.1 and an Escrow and Account Control Agreement and related documents with Banc of America Public Capital Corp in the principal amount of $7,973,000 to acquire facility improvements for energy upgrade project and making required findings; and (2) Pass a Resolution approving FY 2024-2025 final budget appropriations for 2024 Banc of America Public Capital Corp Financing Agreement Proceeds and Energy Savings Contract with Willdan.

Responsible Staff Member: Olga Tikhomirova, Director of Finance Reviewed and Approved By: Susan Blankenship, City Clerk Heather Stroud, City Attorney Attachments:
01-Staff Report - Energy Upgrades Project Financing.docx 02-Resolution 2024 Energy Project Financing Approval.docx 03-Resolution Energy Savings Budget Appropriations.docx 04-Equipment Schedule No. 1 Energy Services Equipment.docx 05-Escrow Agreement.docx
06-Memorandum of Understanding CSLT BAPCC Willdan.docx
07-Payment Schedule.pdf
08-Public Notice BOA Financing Agreement.pdf
09-Master Lease Agreement April 2023.pdf
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City of South Lake Tahoe
Report to City Council
Meeting Date: November 5, 2024
Title: Financing Agreement with Banc of America Public Capital Corp for Energy Upgrades Project
Location: Citywide
Responsible Staff Member: Olga Tikhomirova, Director of Finance, (530) 542-7431 Background: The City of South Lake Tahoe has numerous old, outdated, and inefficient facilities with relatively high energy bills, as well as ambitious greenhouse gas emissions reduction goals. City Staff identified 19 City facilities for consideration in an energy upgrades project that will save the City money in the long term. On October 22, 2024, City Council authorized the Mayor to execute the Energy Savings Contract with Willdan Energy Solutions, Inc. for the implementation of facility improvements, energy conservation, energy generation, and/or energy management services, contingent upon securing financing. The total contract cost is for a not-to-exceed amount of $11,414,389 with a 5% City-controlled contingency, for a total required appropriations of $11,985,108. Willdan’s project scopes of work are outline in the table below.

Project Scopes of Work Cost Utility
Savings
Maint.

Savings
Total
Savings
Incentives
& Grants
GHG
Reductio
n
Paybac
k
Building Automation
Systems/Retrocommissionin
g/Boiler Engineering
$553,896 $30,693
$30,000
$60,693 40.9 9.10
Pelican Controller
Integrations
$41,925 0
High Efficiency Transformers $186,353 $7,904 $1,000 $8,904 5.4 20.90 Motor Pool Solar PV -
250kW
$2,564,726 $69,056 $- $69,056 58.4 5.80
Police Department Solar PV
- 180kW
$2,769,062 $92,377 $92,377 77 26.00
Ice Arena Roof
Replacement/Insulation
$333,115 $10,336 $10,000 $20,336 18 16.40
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Ice Arena Microturbine
Refurb & Relocation
$526,952 $87,370 $87,370 0 6.00
Ice Arena Central Plant
Replacement
$4,381,454 $18,969 $5,000 $23,969 20.7
Water Meter Downsizing $56,906 $20,641 $20,641 2.80
Grants (Direct to City of
South Lake Tahoe)
$2,000,000
Incentives, Rebates, Credits
(Post-construction)*
$991,207
Totals $11,414,389 $316,705 $66,641 $383,346 $2,991,207 220.34 21.97 *Willdan incentives/rebate/deductions are not guaranteed and subject to 3rd party review for tax filings. What is shown is potential maximum.

To fund this project, the City will be utilizing $2 million in grant funding that has already been secured toward the Motor Pool Solar measure. Staff has proposed to allocate approximately $2 million from the General Fund toward the total cost of the project and secure financing for the remaining amount of approximately $8 million.

Issue and Discussion: On August 14, 2024, PFM Financial Advisors LLC (“PFM”) discussed with City staff three financing options available to the City for this project: (1) Lease Revenue Bonds (public); (2) Bank Loan (private placement); and (3) California Infrastructure and Economic Development Bank (I-Bank) loan. The City opted to pursue Option 2 for two main reasons: (1) it did not require the City to encumber any assets, which temporarily became limited due to the recent bond issuance for the Recreation Center construction project in 2023, and (2) it provided the shortest financing timeline, which the City preferred in an effort to approve the work orders before possible costs increases. Additionally, Option 2 provided pre-payment flexibility, which is a significant structuring consideration given the estimated $1.0 million Inflation Reduction Act (IRA) credit that can be used to reduce debt service.

PFM assisted the City in soliciting three bids for placement agent service. While all the firms were qualified to provide placement agent services, some had more experience than others in placing private loans for energy related financings. The City selected Oppenheimer & Co to serve as the placement agent, citing their expansive experience in service as a placement agent in California for energy related financings.

On September 25, 2024, Oppenheimer, serving as placement agent, distributed a request for proposals (RFP) to over twelve lenders, in response to which the City received financing proposals from seven lenders. In consultation with PFM, the City reviewed the seven financing proposals and selected the proposal submitted by Banc of America Public Capital Corp, which is summarized in the following section.
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3 Council Agenda Report- November 5, 2024
Financial Implications: Banc of America Public Capital Corp submitted the lowest bid at a rate of 4.055% for a 15-year term and 4.208% for a 20-year term financing, that did not include additional fees, such as bank counsel legal fees and miscellaneous closing costs.

Additionally, Banc of America Public Capital Corp’s proposed financing is structured as an appropriation lease vs. abatement lease. With the appropriation lease, the City will not have to use its assets as the collateral for the financing; only the equipment being financed will serve as collateral.

The City previously entered into a Master Equipment Lease/Purchase Agreement (”Master Lease”) with Banc of America Public Capital Corp in April 2023 in connection with the financing of snow removal equipment, which allows for additional Equipment Schedules. The City will be entering into Equipment Schedule No. 1 – Energy Services Equipment (the “Agreement”), which allows for a partial prepayment option any time with a premium of 100.5% to accommodate the potential receipt of Inflation Reduction Act (IRA) monies. The City will have the option to prepay its obligations under the Agreement in whole only with a prepayment of 102% premium starting on 10/1/2028 through 4/1/2034. The City can prepay its obligation without penalty beginning on 10/1/2034.

While the City initially received 15- and 20-year financing terms, the City settled on a 16-year term in an effort to generate projected net savings in most years that the obligation will be outstanding. The Agreement before the Council today has a 16-year term with an initial principal amount of $7,973,000, an interest rate at 4.055%, and net lease payments totaling approximately $11.81 million. The lease payments are structured proportionally to achieve expected gross savings when taking into account energy cost savings on a fiscal year basis.

The average annual lease payments will be $721,678. If a prepayment is made using IRA monies, the lease payments would be reduced by approximately $1.437 million and average annual lease payments would be an estimated $652,000. The principal amount in the finalized financing proposal does not include capitalized interest cost previously anticipated.

This exclusion reduced the amount to be borrowed, saving the City over $1 million.

As required by Government Code Section 5852.1, the City’s municipal advisor has provided the following Good Faith Estimates of the financing terms, which Good Faith Estimates are also provided in the Lease Purchase Agreement Resolution:

Information to be disclosed per Government Code
Section 5852.1:

Estimates as of
October 28, 2024*
True interest cost of the Lease (the rate necessary to
discount the amounts payable on the respective
principal and interest payment dates to the purchase
price received for the new issue of Lease)

4.05%
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4 Council Agenda Report- November 5, 2024
* These Good Faith Estimates do not take into account a prepayment with IRA monies.

Willdan has put forth a project proposal that projects certain energy savings, O&M savings, new renewable energy savings, and Direct Pay Investment Tax Credit (“ITC”) for the project that will partially offset the lease payments. Using these assumptions, the projected net savings by the end of the 16-year lease period, without the IRA tax credit prepayment - will be approximately $1.56 million. The projected net savings with the IRA tax credit prepayment will be approximately $1.93 million by the end of the 16-year lease period and approximately $16.60 million over an extended 30-year period. There is no guarantee that these savings will be realized in the timing and amounts as projected by Willdan, and regardless of whether any such savings come to fruition, the City would be obligated to make payments to Banc of America Public Finance Corp (the Lender) in the amounts and on the dates described in the Agreement. Should the City fail to make these payments, the Lender has the right to retake possession of the financed equipment and pursue other remedies, and the City’s credit would be negatively impacted.

The items listed in the Project Scopes of Work table provided earlier in this staff report that will be funded with the proposed financing (up to the available amount of $7,887,682 in the project fund) are:

1. Ice Arena Central Plant Replacements - $4,381,454

2. Ice Arena Microturbine Refurb & Relocation - $526,952

3. Police Department Solar PV - $2,769,062

4. Motor Pool Solar PV (partial) - $210,214 (out of $2,564,726) Total Amount Financed $7,887,682
After utilizing the existing $2 million grant funding, the required contribution from the General Fund Undesignated Excess Reserves toward the total cost of the project is $2,097,426 and includes $570,719 for the 5% City-controlled contingency which might not necessary be utilized. The attached separate budget appropriations resolution trues up and amends the Finance charge of the Lease (the sum of fees and
charges paid to third parties) $85,000
Amount of proceeds received by the public body from
the sale of the Lease, less the finance charge of the
bonds and any reserves or capitalized interest paid or
funded with proceeds of the Lease
$7,888,000
The total payment amount (the sum total of all debt
service payments on the Lease, plus the finance
charge of the Lease not paid from Lease proceeds) $11,808,135 240
5 Council Agenda Report- November 5, 2024
preliminary budget appropriations approved by City Council on October 22, 2024 as part of the Willdan’s contract approval.

The first debt service payment on the proposed financing agreement will be due October 1, 2025 requiring budget appropriations in FY 2024-2025 that will be requested during the midyear budget review process after the closing of financing scheduled for November 19, 2024.

Legal Structure and Financing Documents
The resolution that the City is being asked to adopt will approve the following documents.

Each of the documents are presented in substantially final form:
 Equipment Schedule No. 1 – Energy Services Equipment to Master Lease/Purchase Agreement – Provides for the lease of the financed equipment by the Lender to the City in exchange for annual lease payments to be made by the City to the Lender. The lease payments are structured to repay the Lender’s loan, with interest, over 16 years as described above.
 Escrow and Account Control Agreement – The Lender will deposit the loan proceeds with U.S. Bank, National Association, serving as Escrow Agent, and Escrow Agent will hold and disburse the loan proceeds for project costs based on periodic requisitions from the City.
 Memorandum of Understanding – During the negotiations, the Lender has requested to make an adjustment to Willdan’s agreement to adjust the title section to allow title of the equipment to pass to the City as Willdan receives payments. This allows the City to grant BofA a security interest in the equipment as it is being built. In lieu of amending the contract, it was proposed that an additional document, Memorandum of Understanding, is executed between the City, Willdan and the Bank of America Public Capital Corp.  Payment Schedule – Provides the lease payment schedule, outlining the total period payment amounts and other provisions.

Financing Schedule
The following table presents the financing schedule:

Date Description of Activity
11/5/2024 City Council holds public hearing and adopts Resolution authorizing financing
11/19/2024 Closing
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6 Council Agenda Report- November 5, 2024
Environmental Considerations: This action is categorically exempt from review under CEQA Guidelines section 15301 (existing facilities).

Policy Implications: This action complies with the City’s Debt Management Policy. 242
Resolution 2024-XXX November 5, 2024 Page 1 of 5
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
Authorizing Energy Facilities Financing Contract with Banc of America Public Capital Corp and Making Required Findings

BACKGROUND
A. The City of South Lake Tahoe (“City”) and Banc of America Public Capital Corp previously entered into a Master Equipment Lease/Purchase Agreement (“Master Lease”) and Equipment Schedule No. 01 – General Equipment, each dated as of April 6, 2023, for the purchase of several John Deer Graders and a Zaugg Blower for the purpose of snow removal.

B. The City desires to enter into Equipment Schedule No. 1 – Energy Services Equipment (“Equipment Schedule”) to the Master Lease with Banc of America Public Capital Corp in order to finance certain energy efficiency improvements and equipment (the “Equipment”).

C. The City and Banc of America Public Capital Corp desire to enter into an Escrow and Account Control Agreement with U.S. Bank National Association, as escrow agent (“Escrow Agreement”), for the purpose of establishing an escrow account to hold the moneys funded by Banc of America Public Capital Corp until ready to be disbursed for the purchase and payment of the energy efficiency improvements and equipment.

D. Pursuant to California Public Resources Code Section 25008, it is the policy of the State of California and the intent of the State Legislature to promote all feasible means of energy conservation and all feasible uses of alternative energy supply sources.

E. California Government Code Section 4217.10 to 4217.18 authorizes the City Council of the City to enter into an energy service contract for the implementation of energy related improvements to public buildings or City-owned property if the City Council finds that it is in the best interest of the City to enter into such energy service contract and that the anticipated cost to the City for thermal energy, electrical energy or conservation services provided by the energy conservation facilities under the contract will be less than the anticipated marginal cost to the City of the thermal, 243
Resolution 2024-XXX November 5, 2024 Page 2 of 5
electrical, or other energy that would have been consumed by the City in absence of those purchases.

F. The City desires to reduce the steadily rising costs of meeting the energy needs at its facilities.

G. An energy service contract and related documents were presented to the City Council on October 22, 2024 (collectively, the “Energy Services Contract”) to be executed by and between the City and Willdan Energy Solutions, as further described in the Agenda Report and its attachments (the “Report”), dated October 22, 2024.

H. As described in the Report, the implementation of certain energy measures whose cost to the City such for thermal or electrical energy or conservation services provided under the Energy Services Contract, will be less than the anticipated marginal cost to the City of thermal, electrical, or other energy that would have been consumed by the City in absent of the implementation of the improvements under the Energy Services Contract.

I. A duly noticed public hearing, as required by California Government Code Section 4217.12, was held on October 22, 2024, when the facts were presented, comments considered, and findings made regarding the Energy Services Contract.

J. As security for the payment and performance of the City’s obligations under the Master Lease and Equipment Schedule, the City is required to grant to Banc of America Public Capital Corp a first priority security interest constituting a first lien on the Equipment.

K. The City, Willdan Energy Solutions and Banc of America Public Capital Corp desire to enter into a Memorandum of Understanding (“Memorandum of Understanding”) to evidence the granting of such security interest by the City to Banc of America Public Capital Corp.

L. Government Code Section 4217.13 further provides that a public agency may enter into a facility financing contract on terms that its governing body determinates “are in the best interest of the public agency if the determination is made at a regularly scheduled public hearing, public notice of which is given at least two weeks in advance, and if the governing body finds that the funds for the repayment of the financing or the cost of design, construction and operation of the emergency conservation facility or both, as required by the contract, are projected to be available from revenues resulting from ... funding that otherwise would have been used for purchase of electrical, thermal or other energy required by the public agency in the absence of the energy conservation facility….”
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M. At its regular meeting of November 5, 2024 the City Council, in compliance with Government Code Section 4217.13 conducted a duly noticed public hearing to approve a facility financing contract with Banc of America Public Capital Corp on terms described in the materials included with this Resolution as part of the November 5, 2024 public hearing.

N. Notice of the public hearing was given no less than two weeks prior to the date of the November 5, 2024 public hearing through publication in the Tahoe Daily Tribune on October 18, 2024, as required by Government Code Section 4217.13.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe hereby finds, determines, resolves and orders as follows:

1. Recitals. All the foregoing recitals are true and correct.

2. Findings. Based on the staff report and other materials included with this Resolution as part of the November 5, 2024 public hearing, execution of a facility financing contract with Banc of America Public Capital Corp on the material terms described in the staff report and other agenda the materials included with this Resolution as part of the November 5, 2024 public hearing is in the best interest of the City and the funds for the repayment of the financing or the cost of design, construction and operation of the energy conservation facility, as required by the contract, are projected to be available from revenues resulting from funding that otherwise would have been used for purchase of electrical, thermal or other energy required by the City in the absence of the energy conservation facilities contemplated under the previously approved Energy Service Contract with Willdan Energy Solutions.

3. Equipment Schedule. The Equipment Schedule proposed to be entered into by and between the City and Banc of America Public Capital Corp, in the form on file with the City Clerk, is hereby approved. Each of the Mayor, Mayor Pro Tem, the City Manager, and the Finance Director (together, the “Authorized Officers”), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Equipment Schedule in substantially said form, and in accordance with the material terms agreed to by Banc of America Public Capital Corp as detailed in the staff report and other material accompanying this Resolution, with such changes therein as such Authorized Officer may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof).
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4. Escrow Agreement. The Escrow Agreement proposed to be entered into by and among the City, Banc of America Public Capital Corp, and U.S. Bank National Association, in the form on file with the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Escrow Agreement in substantially said form, with such changes therein as such Authorized Officer may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof).

5. Memorandum of Understanding. The Memorandum of Understanding proposed to be entered into by and among the City, Banc of America Public Capital Corp, and Willdan Energy Solutions, in the form on file with the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Memorandum of Understanding in substantially said form, with such changes therein as such Authorized Officer may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof).

6. Good Faith Estimates. In accordance with Government Code Section 5852.1, there has been presented to this City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its Municipal Advisor with respect to the Bonds. The City Council hereby finds that the requirements of Government Code Section 5852.1 have been satisfied.

7. Professionals. In connection with the execution and delivery of the Equipment Schedule, the appointment of the following firms is hereby approved: (i) Nossaman LLP, as special counsel, and (ii) PFM Financial Advisors LLC, as municipal advisor, and (iii) Oppenheimer and Co. Inc., as placement agent.

8. Other Acts. The Authorized Officers and all other officers of City, are hereby authorized, jointly and severally, to execute and deliver any and all necessary instruments and to do all things which they may deem necessary or in the best interests of the City to effectuate the purposes of this Resolution and the documents approved hereby (and any such actions previously taken by such officers are hereby ratified and confirmed.

9. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the Office of the City Clerk. 246
Resolution 2024-XXX November 5, 2024 Page 5 of 5
Adopted by the City of South Lake Tahoe City Council on November 5, 2024, by the following vote:

YES:

NO:

ABSENT:

ABSTAIN:
___________________________ Date:__________, 2024
Cody Bass, Mayor
ATTEST:
___________________________
Susan Blankenship, City Clerk
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Resolution 2024-XXX November 5, 2024 Page 1 of 2
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
Approving FY 2024-2025 Final Budget Appropriations for 2024 Banc of America Public Capital Corp Financing Agreement Proceeds and Energy Savings Contract with Willdan

BACKGROUND
A. On October 22, 2024, City Council approved the Energy Savings Contract with Willdan Energy Solutions, Inc. for the implementation of facility improvements, energy conservation, energy generation, and/or energy management services, for a not-toexceed amount of $11,414,389, with a 5% City-controlled contingency, for a total required appropriations of $11,985,108, contingent upon securing financing for the portion of the project.

B. On September 25, 2024, Oppenheimer & Co, serving as placement agent, distributed a request for proposals to over twelve lenders, in response to which the City received financing proposals from seven lenders. Bank of America Public Capital Corp was selected as the lowest bidder.

C. The cost of the energy savings project to be financed from the project fund is $7,887,682. The remaining cost will be paid with $2 million grant funding previously approved and accepted, and $2,097,426 in General Fund contributions from Undesignated Excess Reserves.

D. The City of South Lake Tahoe needs to amend the 2024-2025 budget to approve final amounts of the financing proceeds and other funding sources. The new General Fund contributions amount exceeds the previously approved maximum appropriations of $2,000,000 by $97,426.

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 the final appropriations of the Banc of America Public Capital Corp. lease financing proceeds upon successful closing of financing scheduled for November 19, 2024, and other funding into Fiscal year 2024-2025 Budget as follows:
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Account: Description Amount
401-01910-36406 Proceeds from BAPCC Loan
Equipment Lease Financing
(-) $7,973,000
Account: Description Amount
401-01910-47040 Financing Issuance Cost (+) $85,318
401-01910-50014 Transfer out to City CIP (project fund) (+) $7,887,682 From Fund: Source Amount
30160085-36330 Equipment Lease Financing Proceeds
(project fund)
(-) $7,887,682
30160085-36300 General Fund Undesignated Excess
Reserves
(-) $2,097,426
30160081-33244 AHSC Grant (previously appropriated) (-) $2,000,000 Total Not to Exceed (-) $11,985,108
To Fund: Task Amount
30160085-48030 Construction (+) $9,414,389
30160081-48030 Construction (AHSC funded solar panel,
previously appropriated)
(+) $2,000,000
30160085-48032 Contingency (+) $570,719
Total (+) $11,985,108
Adopted by the City of South Lake Tahoe City Council on November 5, 2024 by the following vote:

Yes:

No:

Absent:

Abstain:
__________________ Date:_____________
Cody Bass, 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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EXHIBIT A-2
FORM OF EQUIPMENT SCHEDULE NO. 1 - 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:
1176 Rufus Allen Blvd, 1352 Johnson Blvd, 1700 D St., South Lake Tahoe, CA 96150
(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:

Ice Arena Central Plant Replacements
Ice Arena Microturbine Refurb & Relocation
Police Department Solar PV
Motor Pool Solar PV

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”).
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2 (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.

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 and covenants 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; (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period; (i) Lessee is the fee owner of the real estate where the Equipment 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, except for the 2023 LRB Documents (as defined below). In the event any lien, encumbrance, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the Lessee’s legal title to or valid and marketable, beneficial use and enjoyment of the Real Property or impairs or adversely impacts Lessor’s right, title or interest in the Equipment or any of Lessor’s rights or remedies under the Lease with respect to the Equipment (each of the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) the Real Property for all purposes of the Equipment contemplated herein and Lessee shall ensure that its fee interest in the Real Property and Lessor’s right, title or interest in the Equipment and rights or remedies under the Lease with respect to the Equipment remain free and clear of Real Property Issues; (j) Lessee has adopted a debt policy in compliance with SB 1029 and Section 8855 of the Government Code of California et seq. and covenants that it shall comply with Section 8855 of the Government Code of California et seq. as amended (the “CDIAC Act”) throughout the Lease Term, including (i) preparing, submitting and filing the report of the proposed debt issuance relating to the Lease by the method required by the California Debt and Investment Advisory Commission (“CDIAC”), (ii) preparing, submitting and filing the report of final sale (and accompanying documents) relating to the Lease by the method required by CDIAC, (iii) submitting an annual report relating to the report of final sale for the Lease by the method required by CDIAC, and (iv) paying all fees charged by CDIAC or the CDIAC Act relating to the Lease, including, but not limited to the fee in an amount equal to one-fortieth of one percent of the Acquisition Amount or as otherwise prescribed by the CDIAC Act; (k) Lessee has not granted any 251
3 lien on the Collateral under the Lease that would be senior in priority to, or pari passu with, the first priority lien on the Collateral under the Lease granted to Lessor under Section 6.02 of the Agreement; (l) the street addresses and legal descriptions affixed to the UCC-1 financing statements and fixture filings filed and recorded with respect to the Equipment pursuant to Section 3.04(vii), Section 6.01 and/or Section 6.02 of the Agreement are true, accurate and complete street addresses and legal descriptions of all the properties on which the Equipment is located or to be installed. In the event any street address, legal description, other information, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Lessor’s interests in the Equipment or any of the real property on which the Equipment is located or to be installed reflects any incorrect or incomplete real property legal description, equipment description or other information, Lessee shall take all steps necessary at its expense (with the Lessor’s prior written approval) to promptly correct any errors or deficiencies with respect to such legal descriptions, street address, other information, UCC-1 financing statements and/or fixture filings and to protect Lessor’s interests in the Equipment; (m) Lessee will pay all Equipment Costs and costs of issuance in excess of the Acquisition Amount available therefor out of its own funds. Lessor shall not have any responsibility to pay amounts for any Equipment Costs or costs of issuance with respect to the Related Documents or the Equipment that individually or collectively exceed the Acquisition Amount; (n) Lessee has complied with California Government Code Section 4217.10 et seq. and other applicable law pertaining to the authorization of the Lease and the financing and acquisition by the Lessee of the Equipment; and (o) To the extent applicable, as determined by Lessee in its sole discretion, Lessee has complied with the requirements of California Government Code Section 5852.1 et seq. in connection with the Lease and the Equipment.

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 twenty-three (23) months from the date of this Equipment Schedule No. 1, 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 twenty-third (23rd) 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 252
4 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 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 253
5 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 10, 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 10 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.

12. Further Assurances from Lessee Regarding Equipment located on 2023 LRB Leased Property.
(a) The Lessee (the “City”) hereby notifies the Lessor that The Bank of New York Mellon Trust Company, N.A., is the trustee (the “Trustee”) for the holders of the South Tahoe Joint Powers Financing Authority, Lease Revenue Bonds, 2023 Series A (the “Bonds”), issued pursuant to that certain Indenture, dated as of August 1, 2023 (as amended, supplemented or restated, the “2023 Indenture”), between the South Tahoe Joint Powers Financing Authority, a joint powers authority organized and existing under the laws of the State of California (the “Authority”) and the Trustee. The Bonds are payable from amounts received by the Authority or the Trustee under or with respect to that certain Sublease, dated as of August 1, 2023 (amended, supplemented or restated, the “2023 Sublease”), between the Authority, as lessor, and the City, as lessee, including the right to receive Base Rental Payments to be made by the City to the Authority thereunder and recorded in the official records of the El Dorado County Recorder on August 30, 2023 as document number 2023-0024369. Pursuant to that certain Lease Agreement, dated as of August 1, 2023 between the City and the Authority (amended, supplemented or restated, the “2023 Lease Agreement”) and recorded in the official records of the El Dorado County Recorder on August 30, 2023 as document number 2023-0024368, the City has leased to the Authority certain real property and improvements located in the State of California, County of El Dorado, and described on Attachment I (the “Leased Property”) attached hereto, which Leased Property has been subleased from the Authority to the City pursuant to the 2023 Sublease. Pursuant to an Assignment Agreement dated as of August 1, 2023 (amended, supplemented or restated, the “2023 Assignment Agreement”) and recorded in the official records of the El Dorado County Recorder on August 30, 2023 as document number 2023-0024370, between the Trustee and the Authority, the Authority assigned to the Trustee, for the benefit of the owners of the Bonds, all of its right, title and interest in, to and under the 2023 Sublease and the 2023 Lease Agreement, including the right to receive Base Rental Payments under the 2023 Sublease. The 2023 Lease Agreement, the 2023 Sublease, the 2023 Indenture and the 2023 Assignment Agreement are collectively referred to herein as the 2023 LRB Documents.
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6 (b) The Lessee hereby certifies to the Lessor that Section 6 of the 2023 Sublease provides that:
“The City shall have the right during the term of this Sublease to acquire and construct improvements or to attach fixtures, structures or signs to any of the Leased Property if the improvements, fixtures, structures or signs are necessary or beneficial for the use of such Leased Property by the City; provided, however, that no such acquisition or construction shall result in a material reduction in the aggregate value of the Leased Property or reduce the aggregate fair rental value thereof or result in an abatement of the Rental Payments.

Upon termination of this Sublease, the City may remove any fixture, structure or sign added by the City, but such removal shall be accomplished so as to leave the Leased Property, except for ordinary wear and tear and damage by casualty, in substantially the same condition as they were in before the fixture, structure or sign was attached.”
(c) The City hereby certifies and covenants to the Lessor that (i) the Lease and the grant of the first priority security interest to Lessor in the Equipment located on the Leased Property complies with Section 6 of the 2023 Sublease, (ii) the Equipment constitutes improvements, fixtures, structures or signs that are necessary or beneficial for the use of such Leased Property by the City, and that the acquisition, construction or installation of the Equipment on the Leased Property will not result in a material reduction in the aggregate value of the Leased Property or reduce the aggregate fair rental value thereof or result in an abatement of the Base Rental Payments, (iii) notwithstanding the means by which the Equipment may be located upon, attached or affixed to the Leased Property, the Equipment shall be and remain equipment or other personal property and shall not be considered part of the Leased Property, (iv) upon acceptance of title to the Equipment, the title to and the personal property nature of the Equipment will be controlled by the terms of the Lease, (v) the Trustee has no interest in, right or claim to and lien on the Equipment, including, but not limited to, any right of levy upon the Equipment, (v) the Lessor is entitled to exercise all rights and remedies with respect to the Equipment (including the Equipment located on the Leased Property) as provided in the Lease, (vi) without any liability whatsoever to the Lessor or the Trustee, the City may (and upon Lessor’s written request, shall) enter upon the Leased Property for the purpose of protecting or exercising Lessor’s rights to the Equipment, including but not limited to physically detaching and removing the Equipment from the Leased Property for return to the Lessor, and (vii) upon any such removal of the Equipment from the Leased Property at the request of the Lessor, the City (and not the Lessor) shall be liable for ensuring that the Leased Property reverts to the same condition as it was before the Equipment was attached to the Leased Property to the extent required by the 2023 Sublease. [Signature page follows.]
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2324168
Dated: November 19, 2024
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. 256

ATTACHMENT I

LEASED PROPERTY
relating to
South Tahoe Joint Powers Financing Authority Lease Revenue Bonds, 2023 Series A 257
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2324168

ESCROW AND ACCOUNT CONTROL AGREEMENT
This Escrow and Account Control Agreement (this “Agreement”), dated as of November 19, 2024, by and among Banc of America Public Capital Corp, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Lessor”), City of South Lake Tahoe, California, a city existing under the laws of the State of California (hereinafter referred to as “Lessee”) and U.S. Bank National Association, a national banking association organized under the laws of the United States of America (hereinafter referred to as “Escrow Agent”).

Reference is made to that certain Equipment Schedule No. 1-Energy Services Equipment dated as of November 19, 2024, 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 ($________) 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. Lessor and Lessee acknowledge that: (i) Escrow Agent is not a party to and has no duties or obligations under the Lease; (ii) all references in this Agreement to the Lease are solely for the convenience of Lessor and Lessee; and (iii) Escrow Agent shall have no implied duties beyond the express duties set forth in this Agreement.

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:

Section 1. Creation of Escrow Account. (a) There is hereby created an escrow fund to be known as the “City of South Lake Tahoe 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 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 of a signed and completed Escrow Account Investment Selection Form (such form available from Escrow Agent upon request). In the absence of written investment instruction from Lessee, Escrow Agent is directed to invest and reinvest the funds in the Escrow Account in the investment identified in Exhibit B.

All funds invested by Escrow Agent at the direction of Lessee in such short-term investments (as more particularly described in Escrow Agent’s Escrow Account Investment Selection Form) 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. “Business Day” means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in Chicago, Illinois, San Francisco, California or New York, New York. In the absence of written instructions from Lessee (on Escrow Agent’s Escrow Account Investment Selection Form) designating a short-term investment of cash in the Escrow 258
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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 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. 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 53600 et seq.
(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 an 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 (as notified to Escrow Agent pursuant to Section 4) or (iii) written notice given by Lessor to Escrow Agent 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 259
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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 representative with the following caveat, to the extent permitted by law, 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 each director, officer, employee and affiliate of Escrow Agent (collectively with Escrow Agent, the “Indemnified Parties”) and hold each 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 acting as Escrow Agent under this Agreement; and in connection therewith, does to the extent permitted by law indemnify the Indemnified Parties against any and all expenses; including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. The obligations of Lessee under this Section 1(f) shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.
(g) If Lessee and Lessor shall be in disagreement about the interpretation of the Lease, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder or if Escrow Agent is uncertain of the proper actions with respect to its obligations hereunder, the Escrow Agent may suspend its performance hereunder until such disagreement or uncertainty is resolved to its satisfaction and may, but shall not be required to, file an appropriate civil action including an interpleader action to resolve the disagreement; provided that in the event conflicting interpretations or 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. 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 hereunder until such disagreement or uncertainty is resolved to its satisfaction or until a final judgment in such action is received.
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(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 in accordance with Exhibit C, 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. Lessee’s obligations under this Section 1(i) shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.
(j) The Lessee and Lessor may at any time jointly agree to remove or replace the Escrow Agent by giving the Escrow Agent prior written notice. 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 Lessee and Lessor regarding appointment of a successor Escrow Account. If Lessee and Lessor fail to jointly appoint a successor Escrow Agent prior to the Effective Date, Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent, and all costs and expenses related to such petition shall be paid by Lessee. (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 will Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action.
(m) To the extent legally permissible, the Escrow Agent shall provide the Lessee and Lessor with prompt notice if any portion of the Escrow Account is at any time attached, garnished or levied upon, or otherwise subject to any writ, order, decree or process of any court, or in case disbursement of the Escrow Account is stayed or enjoined by any court order. Escrow Agent shall, to the extent legally permissible, promptly inform Lessee and Lessor as to how it intends to respond to any of the foregoing actions and shall work with the Lessee and Lessor in good faith to respond in a manner that protects the Escrow Agent, the Escrow Account and the interests of Lessor as secured party with respect thereto. .
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(n) Escrow Agent and any stockholder, director, officer or employee of Escrow Agent may buy, sell and deal in any of the securities of any other party hereto and contract and lend money to any other party hereto and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein will preclude Escrow Agent from acting in any other capacity for any other party hereto or for any other person or entity. (o) Escrow Agent will not be responsible for temporary delays in disbursing funds from the Escrow Account resulting from acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire communication line failures, computer, viruses, attacks or intrusions, power failures, earthquakes or any other circumstances beyond its control; provided that the Escrow Agent agrees to hold the funds on deposit in the Escrow Account for the benefit of the Lessee and Lessor subject to the terms hereof, and the foregoing force majeure provision shall not in any way reduce or absolve the Escrow Agent’s obligation to maintain, hold, and protect the funds in the Escrow Account for the benefit of the Lessee and Lessor. In fulfilling its obligations hereunder, the Escrow Agent shall employ procedures and adhere to the standards that an escrow agent would employ acting as an escrow agent in similar transactions with respect to the duties expressly set forth in this Agreement.

Section 2. Acquisition and Installation of Equipment.
(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 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 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. 262
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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;

2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale therefor or other evidence of title transfer, and release by Vendor of any security interest, therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and

3. The disbursement shall occur during the Acquisition Period.

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.

Section 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.

Section 4. Excess Proceeds in 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 earliest of (a) the expiration of the Acquisition Period, (b) the date on which Lessee delivers to the Lessor the executed Final Acceptance Certificate or the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from the Escrow Account or (c) a termination of the Escrow Account as provided in this Agreement, 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.

Section 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 Escrow Agent and the Escrow Agent hereby agrees to hold such investments as bailee for Lessor so that Lessor is deemed to have possession of such investments for the purpose of perfecting its security interest.

Section 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, 263
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(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 California Commercial Code (the “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 (i) that the records of Escrow Agent show that Lessee is the sole owner of the Collateral, (ii) 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 (iii) 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 validity of any of Lessor’s claims against or agreements with Lessee, the existence of any defaults under such agreements, or any other matter.
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(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.

Section 7. Information Required Under USA Patriot Act. The parties acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA Patriot Act) 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 the USA Patriot Act or any other legislation or regulation to which Escrow Agent is subject, 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.

Section 8. Miscellaneous. As between Lessee and Lessor, capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease, provided that Escrow Agent may but shall not be obligated to inquire with Lessee and Lessor for the meaning of any such defined terms that are used but not defined herein. 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.

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 265
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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
City Hall
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director
Fax No. (530) 542-6046
If to Escrow Agent: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attn: Global Corporate Trust
Telephone: (213) 615-6063
Email: [email protected]
Escrow Agent shall not have any duty to confirm that the person sending any notice by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by Escrow Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to Escrow Agent) shall be deemed original signatures for all purposes. Notwithstanding the foregoing, Escrow Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to Escrow Agent in lieu of, or in addition to, any such electronic Notice. Lessor and Lessee agree to assume all risks arising out of the use of electronic signatures and electronic methods to submit instructions and directions to Escrow Agent, including without limitation the risk of Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 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) for each payee and that the Escrow Agent may not perform its duties hereunder and/or may withhold taxes as required by the IRS Code 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 266
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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 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 owner of all interest income for regulatory reporting purposes. Except as otherwise agreed by Escrow Agent in writing, Escrow Agent has no tax reporting or withholding obligation except to the Internal Revenue Service with respect to Form 1099-B reporting on payments of gross proceeds under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income earned on the Escrow Account, if any.

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.

Section 10. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the parties hereto consent to jurisdiction in the State of California and venue in any state or Federal court located in the State of California and venue in any state or Federal court located in the State of California, 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. If the waiver of jury trial contained herein is unenforceable for any reason, then the parties hereto agree that the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision.

Section 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. Subject to Section 13, 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.

Section 12. This Agreement may be amended, modified, and/or supplemented only by an instrument in writing executed by all parties hereto.
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Section 13. No party hereto shall assign its rights hereunder until its assignee has submitted to the Escrow Agent (i) Patriot Act disclosure materials 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. If Lessor notifies Lessee and Escrow Agent of its intent to assign this Agreement, each of Lessee and Escrow Agent agrees, subject to (i) and (ii) of this Section 13, that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the form of Exhibit D attached hereto within five (5) business days after its receipt of such request.

Section 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 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, court, regulator or legal process.

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.

For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.

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.

Section 15. 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 268
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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. [SIGNATURE PAGES TO FOLLOW]
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[Signature Page to Escrow and Account Control Agreement] 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,
as Lessor
City of South Lake Tahoe, California
as Lessee
By: _____________________________
Name: _______________________
Title: ________________________
By:_____________________________
Name: _______________________
Title: ________________________
U.S. Bank National Association, as Escrow
Agent
By: _____________________________
Name: _______________________
Title: ________________________
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SCHEDULE 1

TO THE ESCROW AND ACCOUNT CONTROL AGREEMENT

FORM OF DISBURSEMENT REQUEST
Re: Equipment Schedule No. 1 dated as of November 19, 2024 to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 by and between Banc of America Public Capital Corp, as Lessor, and 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 November 19, 2024 (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 U.S. Bank National Association, (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 (IF

DISBURSEMENT VIA WIRE, MUST

INCLUDE WIRE TRANSFER

INSTRUCTIONS) 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 information is
required. Payee Bank
information only to be included
for wire/EFT.>
<invoice list OR “see
attached” with a
spreadsheet>
<invoice amount> [<general description of
equipment; ex “police
cruiser”>]
271
Schedule I-2
Lessee hereby represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
(i) Each obligation specified in the table herein titled as “Disbursement Amounts” (a) has been incurred by Lessee in the stated amount, (b) the same is a proper charge against the Escrow Account for Equipment Costs relating to the Equipment identified above and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof), and (c) has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof), and the Equipment relating to such obligation has been delivered, installed and accepted by Lessee. [For COI Disbursement only: Each obligation specified in the table herein titled as “Disbursement Amounts” (a) has been incurred by Lessee in the stated amount, and (b) the same is a proper charge for costs of delivery of the Lease identified above and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof, in which event Lessee further certifies that the requested reimbursement is not with respect to any amount previously paid).]
(ii) For each item of Equipment relating to an obligation specified in the table herein titled as “Disbursement Amounts” (a) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment, (b) such Equipment has been delivered, installed, is operating in a manner consistent with the manufacturer’s intended use and has been inspected and finally accepted for all purposes by Lessee and title thereto has transferred to Lessee and any security interest of Vendor therein has been released and (c) the date on which Equipment acceptance occurred is __________, 20__. Attached hereto is a copy of the original invoice, and certification from Vendor as to title transfer and release by Vendor of any security interest with respect to such obligation and the related AIA forms.
(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. 272
Schedule I-3
(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.

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:
273
[AN “EXHIBIT A-1” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT]
EXHIBIT A-1

FORM OF 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, in writing or electronically, and deliver the Equipment Schedule No. 1 dated as of November 19, 2024 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 November 19, 2024 by and among Lessor, Lessee and U.S. Bank National Association, 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: November 19, 2024
By:____________________________________
Name: ______________________________
Title: _______________________________
(The signer of this Certificate cannot be listed above as authorized to execute the Operative Agreements.)
274
[AN “EXHIBIT A-2” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT]
EXHIBIT A-2
ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF NOVEMBER 19, 2024 BY AND AMONG

BANC OF AMERICA PUBLIC CAPITAL CORP, AS LESSOR, THE CITY OF SOUTH LAKE TAHOE, CALIFORNIA, AS LESSEE AND U.S. BANK NATIONAL ASSOCIATION, AS ESCROW AGENT CERTIFICATE OF AUTHORIZED REPRESENTATIVES – [LESSOR]
Name: Candy Tam Name: Nancy Nusenko
Title: Authorized Agent Title: Authorized Agent
Phone: 415-765-7492 Phone: 443-541-3646
Facsimile: 415-633-0183 Facsimile: 443-541-3057
E-mail: [email protected] E-mail: [email protected] Signature: Signature:

Fund Transfer / Disbursement Authority Level: Fund Transfer / Disbursement Authority Level:

Initiate Initiate
Verify transactions initiated by others Verify transactions initiated by others Name: Nancy K. Hepner Name: Arlene Sobieck
Title: Authorized Agent Title: Authorized Agent
Phone: 443-541-3645 Phone: 443-541-3643
Facsimile: 804-553-2407 Facsimile: 443-541-3057
E-mail: [email protected] E-mail: [email protected] Signature: Signature:

Fund Transfer / Disbursement Authority Level: Fund Transfer / Disbursement Authority Level:

Initiate Initiate
Verify transactions initiated by others Verify transactions initiated by others 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 person or persons identified above including without limitation, to initiate and verify funds transfers as indicated.

BANC OF AMERICA PUBLIC CAPITAL CORP
By:

Name:
275
Schedule I-2
Title:

Date: November 19, 2024

EXHIBIT B

MONEY MARKET DEPOSIT ACCOUNT AUTHORIZATION FORM

DESCRIPTION AND TERMS
The U.S. Bank Money Market Deposit Account is a U.S. Bank National Association (“U.S. Bank”) interest-bearing money market deposit account designed to meet the needs of its customers. Selection of this investment includes authorization to place funds on deposit and invest with U.S. Bank. U.S. Bank uses the daily balance method to calculate interest on this account (actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued daily and credited monthly to the account. Interest rates are determined at U.S. Bank’s discretion, and may be tiered by customer deposit amount.

The owner of the account is U.S. Bank, U.S. Bank Trust National Association, or U.S. Bank Trust Company National Association (as applicable) (the “U.S. Bank Entities”) as agent for Global Corporate Trust customers. The U.S. Bank Entities perform all account deposits and withdrawals. Deposit accounts are FDIC-insured per depositor, as determined under FDIC Regulations, up to applicable FDIC limits.

THE U.S. BANK ENTITIES, WHEN ACTING AS AN INDENTURE TRUSTEE OR IN A SIMILAR

CAPACITY, ARE NOT REQUIRED TO REGISTER AS A MUNICIPAL ADVISOR WITH THE SECURITIES AND

EXCHANGE COMMISSION FOR PURPOSES OF COMPLYING WITH THE DODD-FRANK WALL STREET REFORM & CONSUMER PROTECTION ACT. INVESTMENT ADVICE, IF NEEDED, SHOULD BE OBTAINED FROM YOUR INVESTMENT ADVISOR.

AUTOMATIC AUTHORIZATION
In the absence of specific written direction to the contrary as may be authorized under the governing agreement, the applicable U.S. Bank Entity is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. Customer confirms that the U.S. Bank Money Market Deposit Account is a permitted investment under the governing agreement and this authorization is the permanent direction for investment of the moneys until the applicable U.S. Bank Entity is notified in writing of alternate instructions. 276

EXHIBIT C
ESCROW AGENT’S FEE SCHEDULE

SCHEDULE OF FEES FOR SERVICES AS ESCROW AGENT
FOR

CITY OF CITY OF SOUTH LAKE TAHOE ESCROW ACCOUNT
Acceptance Fee - The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time, nonrefundable fee, payable at closing.

Amount
Waived
Escrow Agent Depository - Annual fee for the standard escrow agent depository services associated with the administration of the account.

Administration fees are payable in advance.

Amount
Waived
Direct Out of Pocket Expenses. Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel's fees and expenses after the initial closing, travel expenses, and filing fees will be billed at cost.

Extraordinary Administration Services. Extraordinary Administration Services (“EAS”) are duties, responsibilities or activities not expected to be provided by the trustee or agent at the outset of the transaction, not routine or customary, and/or not incurred in the ordinary course of business, and may require analysis or interpretation. Billing for fees and expenses related to EAS is appropriate in instances where particular inquiries, events or developments are unexpected, even if the possibility of such circumstances could have been identified at the inception of the transaction, or as changes in law, procedures, or the cost of doing business demand. At our option, EAS may be charged on an hourly (time expended multiplied by current hourly rate), flat or special fee basis at such rates or in such amounts in effect at the time of such services, which may be modified by us in our sole and reasonable discretion from time to time. In addition, all fees and expenses incurred by the trustee or agent, in connection with the trustee’s or agent's EAS and ordinary administration services and including without limitation the fees and expenses of legal counsel, financial advisors and other professionals, charges for wire transfers, checks, internal transfers and securities transactions, travel expenses, communication costs, postage (including express mail and overnight delivery charges), copying charges and the like will be payable, at cost, to the trustee or agent. EAS fees are due and payable in addition to annual or ordinary administration fees. Failure to pay for EAS owed to U.S. Bank when due may result in interest being charged on amounts owed to U.S. Bank for extraordinary administration services fees and expenses at the prevailing market rate.
277
C-2
General. Your obligation to pay under this Fee Schedule shall govern the matters described herein and shall not be superseded or modified by the terms of the governing documents, and survive any termination of the transaction or governing documents and the resignation or removal of the trustee or agent. This Fee Schedule shall be construed and interpreted in accordance with the laws of the state identified in the governing documents without giving effect to the conflict of laws principles thereof. You agree to the sole and exclusive jurisdiction of the state and federal courts of the state identified in the governing documents over any proceeding relating to or arising regarding the matters described herein. Payment of fees constitutes acceptance of the terms and conditions described herein.

Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.
278

EXHIBIT D

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Dated ____________________
[__________] (“Assignor”) hereby gives notice that it has assigned and sold to _________________________ (“Assignee”) all of Assignor’s right, title and interest in, to and under the Escrow and Account Control Agreement dated as of November 19, 2024 (the “Escrow Agreement”) by and among Lessee, Assignor and U.S. Bank National Association, as Escrow Agent, together with the Escrow Account and all proceeds thereof (collectively, the “Assigned Property”). Each capitalized term used but not defined herein has the meaning set forth in the Escrow Agreement.

1. Lessee and Escrow Agent hereby acknowledge the effect of the assignment of the Assigned Property and agree to recognize the Assignee as the Lessor under the Escrow Agreement in accordance with the terms thereof on and after the date of this Acknowledgment.

2. Lessee and Escrow Agent hereby acknowledge, as of the date of this Notice and Acknowledgment of Assignment (this “Acknowledgement”), the following information about the Escrow Account is true, accurate and complete:

Funds Remaining in Escrow Account $_______________

3. The Escrow Agreement remains in full force and effect, has not been amended.

4. Any inquiries of Lessee or Lessor related to the Escrow Agreement and any requests for disbursements from the Escrow Account, if applicable, 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):
______________________________
______________________________
______________________________
279
D-2
ACKNOWLEDGED AND AGREED:

LESSEE: CITY OF SOUTH LAKE TAHOE
By:_________________________________
Name: ___________________________
Title: ____________________________
ESCROW AGENT: U.S. BANK NATIONAL ASSOCIATION
By:_________________________________
Name: ___________________________
Title: ____________________________
ASSIGNOR: [___________]
By:_________________________________
Name: ___________________________
Title: ____________________________
280
@[email protected]
2324168

MEMORANDUM OF UNDERSTANDING
Willdan Energy Solutions (“Willdan”), City of South Lake Tahoe, California(the “City”) and Banc of America Public Capital Corp desire to enter into this Memorandum of Understanding (this “Memorandum”) dated as of ___________, 2024, relating to that certain Energy Savings Design-Build Contract dated ___________, 2024, between the City and Willdan (as further supplemented and amended, the “Energy Services Contract”). Pursuant to the Energy Services Contract, Willdan has agreed to (i) install certain materials and equipment financed or to be financed with the proceeds of the hereinafter defined Financing Agreement (the “Equipment”), (ii) provide other services related to the installation of the Equipment and (iii) reduce energyrelated operating costs for the City through the installation of energy conservation measures. Banc of America Public Capital Corp (with its successors and assigns, “BAPCC”) and the City will be entering into an Equipment Schedule No. 1-Energy Services Equipment dated as of November 19, 2024, to Master Equipment Lease/Purchase Agreement dated as of April 6, 2023 between BAPCC and the City (as amended, the “Financing Agreement”) to finance the cost of the Equipment under the Energy Services Contract. BAPCC, Willdan, and the City are collectively referred to in this memorandum as the “Parties.” Unless specifically defined in this Memorandum, defined terms have the meanings set forth in the Energy Services Contract.

The purpose of this Memorandum is to set forth the understanding of the Parties with respect to the rights of the Parties relating to the Equipment and certain other matters herein.

Under Section 6.02 of the Financing Agreement, the City grants to BAPCC a first priority security interest constituting a first lien on (a) the Equipment , (b) moneys and investments held from time to time in the Escrow Account, and (c) any and all proceeds of any of the foregoing, including, without limitation, insurance proceeds. For purposes of the Energy Services Contract, Willdan hereby consents to the City’s grant of a security interest to BAPCC in and to the Equipment to be installed or furnished under the Energy Services Contract and consents to the lien and security interest in favor of BAPCC described in the preceding sentence.

The Parties hereto acknowledge and agree that, notwithstanding any provision in the Energy Services Contract to the contrary:

1. Title to the Equipment (or portion thereof) shall pass free and clear to the City from Willdan upon payment by the City for the ECMs, work or services corresponding to such Equipment (or portion thereof.)

2. BAPCC is paying for the costs of the Equipment, pursuant to and in accordance with the Financing Agreement and related escrow agreement, and shall have all rights and remedies set forth in the Financing Agreement regarding return of the Equipment in the event of termination, due to non-appropriation, default or otherwise.

3. Willdan’s remedies with respect to any amounts due under the Energy Services Contract, whether due to any default of the City, non-appropriation, termination or otherwise, shall not include return of the Equipment to Willdan and Willdan shall not 281
-2-
enter upon the Property and disconnect and/or remove any Equipment without the prior written consent of BAPCC.
[Signature Page Follows]
282
[Signature Page to Memorandum of Understanding]
Dated ___________, 2024

WILLDAN ENERGY SOLUTIONS BANC OF AMERICA PUBLIC CAPITAL CORP By:

Name:

Title:

By:

Name:

Title:

CITY OF SOUTH LAKE TAHOE, CALIFORNIA
By:

Name:

Title:
283
Oct 28, 2024 1:27 pm Prepared by DBC Finance (Finance 8.500 Issuers11.2021 - Dan File:SOLAKTAH-24EQUIP) Page 5

BOND DEBT SERVICE
South Lake Tahoe
2024 Equipment Lease Financing
Period Annual
Ending Principal Coupon Interest Debt Service Debt Service 10/01/2025 280,197.80 280,197.80
04/01/2026 15,000 4.055% 161,652.58 176,652.58 456,850.38 10/01/2026 28,000 4.055% 161,348.45 189,348.45
04/01/2027 28,000 4.055% 160,780.75 188,780.75 378,129.20 10/01/2027 52,000 4.055% 160,213.05 212,213.05
04/01/2028 51,000 4.055% 159,158.75 210,158.75 422,371.80 10/01/2028 78,000 4.055% 158,124.73 236,124.73
04/01/2029 78,000 4.055% 156,543.28 234,543.28 470,668.01 10/01/2029 109,000 4.055% 154,961.83 263,961.83
04/01/2030 108,000 4.055% 152,751.85 260,751.85 524,713.68 10/01/2030 143,000 4.055% 150,562.15 293,562.15
04/01/2031 143,000 4.055% 147,662.83 290,662.83 584,224.98 10/01/2031 171,000 4.055% 144,763.50 315,763.50
04/01/2032 172,000 4.055% 141,296.48 313,296.48 629,059.98 10/01/2032 203,000 4.055% 137,809.18 340,809.18
04/01/2033 203,000 4.055% 133,693.35 336,693.35 677,502.53 10/01/2033 238,000 4.055% 129,577.53 367,577.53
04/01/2034 238,000 4.055% 124,752.08 362,752.08 730,329.61 10/01/2034 275,000 4.055% 119,926.63 394,926.63
04/01/2035 276,000 4.055% 114,351.00 390,351.00 785,277.63 10/01/2035 318,000 4.055% 108,755.10 426,755.10
04/01/2036 317,000 4.055% 102,307.65 419,307.65 846,062.75 10/01/2036 363,000 4.055% 95,880.48 458,880.48
04/01/2037 363,000 4.055% 88,520.65 451,520.65 910,401.13 10/01/2037 413,000 4.055% 81,160.83 494,160.83
04/01/2038 413,000 4.055% 72,787.25 485,787.25 979,948.08 10/01/2038 468,000 4.055% 64,413.68 532,413.68
04/01/2039 468,000 4.055% 54,924.98 522,924.98 1,055,338.66 10/01/2039 527,000 4.055% 45,436.28 572,436.28
04/01/2040 528,000 4.055% 34,751.35 562,751.35 1,135,187.63 10/01/2040 593,000 4.055% 24,046.15 617,046.15
04/01/2041 593,000 4.055% 12,023.08 605,023.08 1,222,069.23 7,973,000 3,835,135.28 11,808,135.28 11,808,135.28
284

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.

MELPA BAPCC
January 2020
286
"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 5.0 I, 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 I 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.

MELPA BAPCC
January 2020
2 287
"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.

MELPA BAPCC
January 2020
3 288
"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 4 MELPA BAPCC
January 2020
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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 I 03( 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. o 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 5 MELPA BAPCC
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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.

G) 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. 6 MELPA BAPCC
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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. (I) 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 l 5c2- l 2 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 7 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. 8 MELPA BAPCC
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Section 3.04. Conditions to Lessor's Performance. (a) As a prerequ1s1te 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-JA or Exhibit C-1 B, 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;

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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 5.0 I (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 5.0l(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 tenns 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 Fonn 8038-G for the applicable Lease with the Internal Revenue Service by delivering to Lessor proof of mailing such Form 8038-G. otwithstanding 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 Fonn 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 pennit 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 Tenn.

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 infinnities in the Equipment or any accident, condemnation or unforeseen circumstances or failure of any Vendor 11 MELPA BAPCC
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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 I 48(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

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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. ln 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 13 MELPA BAPCC
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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 I 2.02(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. 14 MELPA BAPCC
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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 I 0.0 I 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 "CollateraI''). 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

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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 16 MELPA BAPCC
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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, 17 MELPA BAPCC
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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 et 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. lf the et 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.

ARTICLEX
Section JO.OJ . 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 19 MELPA BAPCC
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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 10.0 I (a)(i) of this Agreement or (B) the applicable Casualty Value and all other amounts then owing under a Lease in accordance with Section 10.0l(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 I 0.01 (b) of this Agreement.

ARTICLE XI
Section I I.OJ . 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)(I) promulgated under the Securities Act of 1933, as amended, or an "accredited investor " as defined in Section 50l(a)(l), (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 20 MELPA BAPCC
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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 22 MELPA BAPCC
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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 12.0l(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 23 MELPA BAPCC
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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 XI I 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. OJ . 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. 24 MELPA BAPCC
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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. I 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 25 MELPA BAPCC
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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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[SIGNATURE P AGE FOLLOWS]
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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:

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
Fax No.: (443) 541-3057
By: ______________ _
Name: ___________ _
Title: -------------
LESSEE:

City of South Lake Tahoe, California
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director
Fax No.: (530) 542-6046
By
ame: Cristi Creegan
Title: Mayor
(Seal) 1
By:·--------~~~=-=
Name: Title: , ________ ____,.-.!:::::::~~:::::,::

ATTEST:

By: _____ ____:..._=------=- Name Susan Blankenship
Title: City Clerk
Signature Page of Master Equipment Lease/Purchase Agreement 312

LIST OF EXHIBITS
Exhibit A-I
Exhibit A-2
Exhibit B
Exhibit C-1 A
Exhibit C-1 B
Exhibit C-2A
Exhibit C-2B
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Form of Equipment Schedule - General Equipment
Form of Equipment Schedule - Energy Services Equipment
Form of Payment Schedule
Form of Authorizing Resolution (Agreement)
Form of Authorizing Resolution (Lease)
Form of Incumbency and Authorization Certificate (Agreement) Form of Incumbency and Authorization Certificate (Lease) Form of Opinion of Counsel to Lessee
Form of Final Acceptance Certificate
Form of Self-Insurance Certificate
Reserved
Form of Notice and Acknowledgement of Assignment
Form of Escrow and Account Control Agreement
313
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 I. 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.

Q UA TITY D ESCRIPTIO S ERIAL NO. M ODEL NO. LOCATIO

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 2 MELPA BAPCC
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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 V EN DOR 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 $ ----------

MELPA BAPCC
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. ]
3 315
[OPTIO : 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 S URETY BOND IS R EQUIRED:
[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.
4 MELPA BAPCC
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[OPTIO : IF MOTOR V EHICLES ARE B Ei G FINA CED:
[8][9][10]. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a)
(b)
Registered Owner:

Lienholder:

City of South Lake Tahoe, California
Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11 th 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.

MELPA BAPCC
January 2020
[Signature page follows.]
5 317
Dated: --------
LESSOR:

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
Fax No.: (443) 541-3057
By: ---------------
Name: ------------ Title: ------------
LESSEE:

City of South Lake Tahoe, California
City Hall
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director ------ Fax No.: (530) 542-6046 By: ---------------
Name: ------------ Tit 1 e: ------------
(Seal)
B:

Name:

Title:

ATTEST:

B:

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. I.

MELPA BAPCC
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6 318
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 I. 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.

A-I
319

4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement (particularly Section 2.0 I 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; (t) 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 A-2
320
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.

A-3
321
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:

A-4
322
L ESSOR:

Banc of America Public Capital Corp
1 1333 McCormick Road
Hunt Valley II
MIC MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration
Fax No.: (443) 541-3057
By: ______ _ ____ _
Name: --- --- --- --- Title: ------ --- ---
LESSEE:

City of South Lake Tahoe, California
City Hall
1901 Lisa Maloff Way, Suite 210
South Lake Tahoe, CA 96150
Attention: Finance Director
Fax No. (530) 542-6046
By: ------ --- ------ Name: ------ --- --- Title: ------ ------ (Seal)
B:

Name:

Title:

ATTEST:

B:

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.

A-5
323
RENTAL

PAYMENT
DATE
RENTAL

PAYMENT
AMOUNT

EXHIBITB

FORM OF PAYMENT SCHEDULE

INTEREST

PORTION

PRINCIPAL

PORTION

O UTSTANDING

BALANCE

PREPAYMENT
PRJCE
[including
prepayment
premium; if
applicable]

CASUALTY
V ALUE
[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.]
324
L ESSOR: L ESSEE:

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

Name: _____________ _ Name: _____________ _
Title: Title:
#765386vlA (BAPCC/Gov't Entity Master Lease) B-2-2 (DISTRIBUTIO COPY) 325
EXHIBIT C-lA

FORM OF AUTHORIZING RESOLUTION (AGREEMENT)

A RESOLUTION OF TH E GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALI FORNIA, AUTHORIZING THE EXECUTION A D

DELIVERY OF A MASTER EQUIPM E T LEASE/PURCHASE AGREEME T

AND SEPARATE EQUIPMENT SCHEDULES THERETO FOR THE
ACQUISITIO , Fl ANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BE EFIT WITHIN THE TERMS HERE! PROVIDED;

AUTHORIZI G THE EXECUTION AND DELIV ERY OF OTHER
DOCUME TS REQUIRED IN CONNECTION THEREWITH; A D

AUTHORIZING THE TAKING OF ALL OTHER ACTIO S NECESSARY TO

THE CONSUMMATION OF TH E TRANSACTIO S 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. 326
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. 327
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.
[SEAL]
ATTEST:

By: ___________ _
Printed: ame: - --- - - - ---- Title: - --- - - --- - - --- City of South Lake Tahoe, California,
as lessee
By: ________________ _
Printed Name: ------------ Tit I e: - - - - --- - -------- 328
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:
--------------- Tit I e:
----------------
329
EXHIBIT C-1B

FORM OF AUTHORIZING RESOLUTION (LEASE)

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF SOUTH

LAKE TAHOE, CALI FORNIA, AUTHORIZING THE EXECUTION AND

DELIVERY OF AN EQUIPME T SCHEDULE TO THE MASTER

EQUIPMENT LEASE/PURCHASE AGREEMENT FOR THE ACQUISITION,

FINANCING AN D LEASTNG OF CERTA IN EQUIPMENT FOR THE PUBLIC BENEFIT WITHTN THE TERMS PROVIDED HERE! ; AUTHORIZING THE

EXECUTIO A D DELIVERY OF OTHER DOCUMENTS REQU IRED IN
CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL

OTHER ACTIO S NECESSARY TO THE CONSUMMATION OF THE
TRANSACTIO S 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 RESO L YEO by the governing body of the Lessee as follows:

Section I. 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.
330
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.
331
ADOPTED AND APPROVED by the governing body of the Lessee this ____ day of [SEAL]
ATTEST:

By: ______________ _
Printed: Name: ---------- Title: --------------
City of South Lake Tahoe, California,
as lessee
By:. ______________ _
Printed Name: ------------ Title: ---------------
332
333
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: --------------- Ti tie: ----------------
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335
EXHIBITC-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 O FFICIALS ARE DULY AUTHORIZED, ON BEHALF OF L ESSEE, TO EGOTIATE,

EXECUTE AND DELIV ER THE M ASTER EQU IPMENT L EASE/P URCHASE A GREEME T DATED AS OF APRIL 6. 2023 (THE "AGREEMENT") AND SEPARATE EQU IPMENT SCHEDULES RELATING THERETO FROM TIME TO TIME AS PROV IDED IN THE A GREEME T (COLLECTIVELY, THE "E QUIPMENT SCHEDULES"), EACH BY A D BETWEEN L ESSEE A D B ANC OF A MERICA P UBLIC C APITAL C ORP (" L ESSOR" ) , [THE E SCROW AND A CCOUNT C ONTROL A GREEMENT DA TED AS OF ____ BY AN D AMONG L ESSOR, L ESSEE AND _____ AS ESCROW A GE T,] ALL DOCUMENTS RELATED

THERETO AND DELIVERE D IN CONNECTIO THEREWITH, AND ANY FUTURE MODIFICATION(S) OR AMENDMENTS THEREOF (COLLECTIVELY, THE " OPERA TIVE AGREEMENTS"), AN D THE OPERATIVE

A GREEME TS EACH ARE THE BI DING AND AUTHORIZED AGREEMENTS OF L ESSEE, ENFORCEABLE IN ALL RESPECTS I ACCORDANCE WITH THEIR RESPECTIVE TERMS.

Name of Official Title Signature
D ATED: B Y: ---------- N AME: ------------ - TITLE: -------------- (THE SIGNER OF THI S C ERTIFICATE CANNOT BE LI STED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE A GREEME TS.)
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337
EXHIBITC-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 O FFICIALS ARE DULY AUTHORIZED, ON BEHALF OF L ESSEE, TO NEGOTIATE, EXECUTE A D DELIVER THE E QUIPMENT SCHEDULE NO. DATED AS OF ____ (THE " E QUIPMENT SCHEDULE" ), WHICH INCORPORATES BY REFERE CE THE TERMS A D PROVISIONS OF THE M ASTER EQUIPM ENT L EASE/PURCHASE AGREEMENT DATED AS OF APRIL 6. 2023 (THE "A GREEMENT"), EACH BY A D BETWEEN L ESSEE AN D BANC OF AM ERICA P UBLIC C APITAL C ORP (" L ESSOR" ), [THE E SCROW A D A CCOUNT C o TROL A GREEME T DATED AS OF ____ BY AND AMONG L ESSOR, L ESSEE _____ AS E SCROW A GE T,] AN D ALL DOCUME TS RELATED

THERETO AND DELIVERED IN CO ECTIO THEREWITH, A D ANY FUTURE MODIFICATION( S) OR AME DM ENTS THEREOF (COLLECTIVELY, THE "OPERATIVE A GREEMENTS"), AN D THE OPERATIVE

A GREEME TS EACH ARE THE BINDING AND AUTHORIZED AGREEMENTS OF L ESSEE, ENFORCEABLE IN ALL RESPECTS TN ACCORDA CE WITH THEIR RESPECTIVE TERMS . ame of Official Title Signature
D ATED: B Y: ---------- N AME: ----------- -- TITLE: -------------- (THE SIG ER OF THI S C ERTIFICATE CAN OT BE LISTED ABOVE AS AUTHORIZED TO EXECUTE THE OPERATIVE A GREEMENTS.)
338
339

EXHIBIT D

FORM OF OPINION OF COUNSEL TO LESSEE
(to be typed on letterhead of counsel)
Banc of America Public Capital Corp
I I 333 McCormick Road
Hunt Valley II
MIC MDS-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:

I. 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 I 03(c) of the Internal Revenue Code of 1986, as amended (the "Code ") and the 340
341
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 I 03 of the Code and is exempt from State of California personal income taxes; and such interest is not a speci fie item of tax preference for purposes of the Federal alternative minim um 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 I 03 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. 342
343
All capitalized tenns 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: ------- ------- Te I e phone No.: ____ ___ __ _ 3 Please use this provision if bond counsel will be providing a separate tax opinion . 344

EXHIBITE

FORM OF FINAL ACCEPTANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
MIC MDS-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:

I. 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.
345
Date:

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. --------
LESSEE:

City of South Lake Tahoe, California
By: _____________ _
Name: ________ _____ _
Title: ----- ---------
346

EXHIBIT F

FORM OF SELF-I SURANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MDS-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 $______ __ [Amounts paid from the Lessee 's self-insurance fund are subject to a dollar per claim of$ ________ .] 347
[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: --------------
348

EXHIBITG

RESERVED
349

EXHIBITH

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT
Dated ---------
BA C 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 on-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 350
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 11.0 I 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):
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ACKNOWLEDGED AND AGREED:

L ESSEE: CITY OF SOUTH LAKE TAHOE, CALI FOR IA
(FOR EXHIBIT PURPOSES O LY]
By: ---------------
Name: ------------ Title: -------------
ASSIGNOR: BANC OF AMERICA P UBLIC CAPITAL CORP
(FOR EXHIBIT P URPOSES ONL Y]
By: ---------------
Name: ------------ Title: ------------
352

EXHIBIT I

ESCROW AND ACCOUNT CONTROL AGREEMENT
353
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: November 5,
2024
Agenda Item #:16
Agenda Item: Heavenly Area Annexation - Ordinance Pre-zoning 30 Parcels, General Plan Amendment, and Resolution Initiating Annexation Proceedings
Executive Summary: On June 6, 2023, the City Council discussed five annexation scenarios and provided direction to staff. The City Council passed a motion to pursue the “Heavenly Annexation Scenario,†which encompasses the Heavenly Resort California Base. The annexation scenario was subsequently modified by Council direction on November 7, 2023, to include a larger annexation area that also encompassed portions of Heavenly Ski Resort and Van Sickle Bi-State Park (see Attachment 02, Annexation Area Map). The City is pursuing the annexation of this area for more efficient delivery of public services.

Requested Action / Suggested Motions: (1) Pass Motion to hold first reading (by title only) of an Ordinance pre-zoning of 30 parcels for subsequent annexation of such parcels, and amending City Code Title 6, Chapter 6.55, Article II, Section 6.55.120, and refer second reading and adoption to November 19, 2024; (2) Pass a Resolution amending the General Plan Figure LU-1, Land Use Diagram to show the zoning of the parcels to be annexed and expanded Sphere of Influence to include the annexation area; and (3) Pass a Resolution initiating proceedings for the annexation of such parcels.

Responsible Staff Member: John Hitchcock, Planning Manager Reviewed and Approved By: Zachary Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report-Annexation of Properties.docx
02-Proposed Annexation Area.pdf
03-Parcel Ownership.pdf
04-TRPA Land Use Designation.pdf
05-TRPA Plan Area Statements.pdf
06-Ordinance Redline.docx
07-Ordinance - Heavenly Annexation (First Reading).docx 08-Resolution - General Plan Amendment Annexation.docx
09-Resolution - Initiating Annexation Proceedings.docx
10-Proof of Mailing 20241018.pdf
11-Tribune Proof of Publication.pdf
12-PC Reso 024-022_Heavenly Annexation.pdf
354
City Council Report November 5, 2024 1 of 4
City of South Lake Tahoe
Report to City Council
Meeting Date: November 5, 2024
Title: Heavenly Area Annexation – Ordinance Pre-zoning 30 Parcels, General Plan Amendment, and Resolution Initiating Annexation Proceedings Location: Unincorporated area adjacent to the City Limits including the portion of Heavenly Ski Resort in El Dorado County, the portion of Van Sickle-Bi State Park in El Dorado County, and adjacent private parcels.

Responsible Staff: John Hitchcock, Planning Manager
Background: Annexation is a process under California law (the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000) for incorporated cities to add land to the area within their jurisdictional boundaries. The purpose of this law is “to encourage the orderly growth and development which are essential to the social, fiscal, and economic well-being of the state.” Cal. Gov’t Code section 56001. The California Legislature has also found that “a single multipurpose governmental agency is accountable for community service needs and financial resources and, therefore, may be the best mechanism for establishing community service priorities, especially in urban areas.” (Cal. Gov’t Code section 56001).

On June 6, 2023, the City Council discussed five annexation scenarios and provided direction to staff. The City Council passed a motion to pursue the “Heavenly Annexation Scenario,” which encompassed the Heavenly Resort California Base. The annexation scenario was subsequently modified by Council direction on November 7, 2023, to include a larger annexation area that now encompasses the California portions of Heavenly Ski Resort and Van Sickle BiState Park as well as several adjacent private parcels (see Attachment 02, Annexation Area Map)
The City is pursuing the annexation of this area to provide more efficient public services, part of which is to ensure that the City receives tax revenue to support services already being provided to the area, such as snow removal and road maintenance to all of the roads accessing the annexation area. The annexation area currently receives municipal services from El Dorado County and Lake Valley Fire Protection District but is geographically isolated—an island separated from the habitable portions of El Dorado County. If the annexation is approved by the El Dorado Local Agency Formation Commission (LAFCO), the City will provide core services, including street maintenance, snow removal, police, fire protection, and emergency response to the annexation area, and will receive tax revenue to support provision of these services.

The Heavenly annexation area comprises 30 parcels totaling 2,800 acres, including a mix of private and publicly owned parcels. The majority of the parcels are held in public ownership by the United States Forest Service, the State of California, and the South Tahoe Public Utility District. Eight parcels are held in private ownership (see Attachment 03, Ownership Map).

Although El Dorado County has adopted zoning designations for the annexation area, it is superseded by the Tahoe Regional Planning Agency (TRPA) Conceptual Land Use Map and 355
City Council Report November 5, 2024 2 of 4
the Plan Area Statements (PAS). Pursuant to the 2012 Conceptual Regional Land Use Map, the annexation area is designated as Conservation, Recreation, and Resort Recreation (see Attachment 04, TRPA Land Use Designation), and the Plan Area Statements zones the annexation area as Conservation and Recreation (see Attachment 05, TRPA Plan Area Statements).

Issue and Discussion
City Code Amendment
It is necessary to amend City Code Title 6, Development Services, Chapter 6.55, Article II, Plan Area Maps and Statements, Section 6.55.120, Plan Area Statement Maps, to incorporate TRPA’s PAS 080 – Kingsbury Drainage and PAS 087- Heavenly Valley California, as the underlying zoning regulations (see Attachment 06).

PAS 080 and PAS 087 zoning designations will not take effect for the affected properties unless and until LAFCO approves the annexation.

Pre-Zoning
State law requires that within a proposed municipal reorganization area, each participating jurisdiction must pre-zone the respective territory being annexed, consistent with the City’s adopted General Plan (Cal. Gov. Code Section 56375(a)(7)). Thus, the properties subject to the annexation into the City must be identified in the City of South Lake Tahoe General Plan with proposed future land use(s), and the properties must be pre-zoned consistently with the General Plan land uses(s) in anticipation of the future annexation.

The properties are proposed to be pre-zoned with TRPA’s underlying PAS; thus, no land use changes are proposed, and there are no changes to the development potential.

Pre-zoning the properties will not affect the City boundaries, nor will the pre-zoning establish any new City zoning controls over the properties. While the municipal reorganization process is pending, the County of El Dorado and TRPA will maintain zoning control over the properties.

The zoning will not take effect for the affected properties unless and until LAFCO approves the annexation (see Attachment 07, Exhibit 1).

General Plan Amendment
The City of South Lake Tahoe General Plan identifies proposed land uses in Figure LU-1, Land Use Diagram. Figure LU-1 designates a mix of Residential, Conservation, Recreation, Neighborhood Center, Town Center, Tourist, and Special Districts. The properties planned for annexation are bordered by City properties designated Low-Density Residential, Recreation, and Conservation.

It is reasonable and appropriate for the subject annexation properties to be designated in the City General Plan with their existing land use designations adopted in the TRPA 2012 Regional Plan: Conservation, Recreation and Resort Recreation. Accordingly, Figure LU-1 in the General Plan is proposed to be amended to include the identification of the proposed annexation properties, along with the existing TRPA Regional Plan land use designations and expansion of the City Sphere of Influence to include the annexation area (See Attachment 08). The 356
City Council Report November 5, 2024 3 of 4
forthcoming application to LAFCO will include a request to expand the City’s Sphere if Influence to include the annexation area.

Tribal Consultation
In accordance with SB 18, the City sent consultation letters on July 31, 2023, and August 17, 2023, to the Colfax-Todds Valley Consolidated Tribe, the Ione Bank of Miwok Indians, the Tsi Akim Maidu, Shingle Springs Band of Miwok Indians, the United Auburn Indian Community, the Washoe Tribe of California and Nevada, and the Wilton Rancheria.

The City received a letter from the Shingle Springs Band of Miwok Indians stating that they are not aware of any known cultural resources within the annexation area but requested to be made aware if new information or human remains are found in the future.

The City was also contacted by the United Auburn Indian Community, deferring consultation to the Washoe Tribe of California and Nevada. The Washoe Tribe requested consultation with the City. City staff held an online conference call with Patrick Burtt on September 9, 2023, to discuss the proposed annexation.

Due to a change in the boundary of the annexation area from the November 7, 2023 City Council meeting, the City sent a second consultation letter on November 14, 2023. The City did not receive a request for consultation.

Environmental Analysis:

California Environmental Quality Act
This action is categorically exempt from CEQA pursuant to Section 15319, Annexation of Existing Facilities and Lots for Exempt Facilities. The area to be annexed contains existing public and private structures developed to a density allowed by the current TRPA Plan Area Statements. The City proposes to pre-zone the properties with the current TRPA zoning designations. Therefore, there are no changes or increases in the development potential of the annexation area. Further, the annexation area is already served by existing utility services (i.e., South Tahoe Public Utility District, Liberty Utilities) and no water or sewer service is revised as a result of the annexation.

Furthermore, there is no reasonably foreseeable change in the types and intensity of uses within the annexation area as a result of any approval. The vacant private properties may be developed with single-family dwelling units, and the majority of the properties that are held in public ownership can be developed primarily with public service, recreation, and resource management uses. For example a portion of the annexation area is developed with a downhill ski facility (i.e., Heavenly).

A reasonable application of Section 15319 would mean the annexation is categorically exempt.

Lastly, there is no evidence that the annexation involves an unusual circumstance that might have a significant effect on the environment.

The proposed code amendments to Title 6, Chapter 6.55, Article II, Section 6.55.120 is, exempt from CEQA pursuant to Section 15061(b)(3) that states the proposed amendment is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is 357
City Council Report November 5, 2024 4 of 4
no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

Public Notice and Public Comments:

A Notice of Public Hearing was mailed to property owners within the annexation area and to all affected property owners within 500 feet of the subject properties on October 18, 2024 (see Attachment 07). A public notice was published in the Tahoe Daily Tribune on October 25, 2024 (see Attachment 08).

At their October 17 meeting, the Planning Commisson conducted a public hearing on the proposed annexation, took public comment, deliberated, and voted to pass a Resolution recommending the City Council adopt the pre-zoning of 30 parcels, amend City Code Title 6, Chapter 6.55, Article II, Section 6.55.120, and amend General Plan Figure LU-1, Land Use Diagram to show the zoning of the parcels to be annexed and expanded Sphere of Influence to include the annexation area, contingent upon approval of the annexation of said properties into the City by El Dorado LAFCO, and making all other findings set forth in the Resolution, including but not limited to those pertaining to the actions' exemption from the California Environmental Quality Act.

Financial Implications: Adopting a resolution to recommend amending the General Plan and pre-zone the properties does not have any financial implications at this time. However, state law requires involved jurisdictions to negotiate the allocation of property tax revenues.

The City Manager and City Attorney will conduct this negotiation with El Dorado County officials when the annexation application is accepted by LAFCO, and a tax sharing agreement with the County will be brought back to Council for approval upon completion of negotiations.

Moreover, as stated in the background section, the City has been providing services on roads that provide access to the annexation area but does not currently receive any tax revenue from the area to support these services.

Policy Implications: This action is consistent with City Council Strategic Plan 2023-2028 Strategic Priority 5.4 (Local Control), Action Item 2, Analyze desirability and feasibility of annexation of certain unincorporated areas of El Dorado County into the city. 358
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Proposed
Heavenly Annexation

0.0 0.5 0.75 1
Miles
LEGEND
Annexation Area
City Limits Shpere of Inuence
NEVADA

CALIFORNIA
Douglas County
El Dorado County
Heavenly
California
Base
Van Sickle
Bi-State
Park
359
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Attachment 03
Parcel Ownership

0.0 0.5 0.75 1
Miles
LEGEND
US Forest Service
State of California
South Tahoe Public Utility District
Vail Resorts
Private
City Limits
NEVADA

CALIFORNIA
Douglas County
El Dorado County
Heavenly
California
Base
Van Sickle
Bi-State
Park
360
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Attachment 04
TRPA Adopted Coceptual
Land Use Designations
PAS 093
LEGEND
Regional Plan
Land Use Classification
Recreation
Resort Recreation
Conservation
City Limits
Annexation Area
Tourist
Residential
NEVADA

CALIFORNIA
N
361
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Attachment 05
TRPA Plan Area Statements
Zoning Designations
PAS 087
PAS 080
PAS 095
LEGEND
Plan Area Statement
Zoning Designations
Recreation
Conservation
City Limits
Annexation Area
NEVADA

CALIFORNIA
N
362
New proposed language is bolded and double underlined, deleted language is struck through.

Article II. Plan Area Maps and Statements

6.55.110 Permissible uses.

For the purpose of this chapter, the city shall adopt by reference the permissible uses contained within the TRPA Code of Ordinances, Chapter 21. (Ord. 902; Ord. 1060 § 1 (Exh. A); Ord. 1152 § 3. Code 1997 § 32-10)

6.55.120 Plan area statements.

The following are the city plan area maps and statements:
080 Kingsbury Drainage
085 Lakeview Heights
087 Heavenly Valley California
088 Tahoe Village
089 Lakeside Park
089A Tourist Core Area Plan
089B Tourist Core Area Plan
090 Tahoe Meadows
091 Tourist Core Area Plan
092 Pioneer/Ski Run
093 Bijou
094 Glenwood
095 Trout/Cold Creek
096 Pioneer Village
097 Bijou Pines
098 Replaced by the Bijou/Al Tahoe
Community Plan
099 Al Tahoe
100 Truckee Marsh
101 Bijou Meadow
102 Tahoe Keys
103 Sierra Tract-Commercial
104 Highland Woods
105 Sierra Tract
363
108 Winnemucca
109 Tahoe Valley Campground
110 Replaced by the Tahoe Valley Area
Plan
111 Tahoe Island
112 Gardner Mountain
113 Industrial Tract
114 Bonanza
116 Airport
(Ord. 902; Ord. 1152 § 3. Code 1997 § 32-11)
364
Ordinance 2024-XXX November 5, 2024 Page 1 of 5
Ordinance 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
An Ordinance approving the pre-zoning of 30 parcels located in unincorporated El Dorado County and amending South Lake Tahoe City Code Title 6, Chapter

6.55, Article II, Section 6.55.120, and making certain findings in accordance with the California Environmental Quality Act, all in conjunction with a proposed annexation of such parcels into the City

BACKGROUND
A. On June 6, 2023, the City Council passed a motion directing staff to pursue the “Heavenly Annexation Scenario,” which encompassed the Heavenly Resort California Base and parcels adjacent to the City’s jurisdictional boundary.

B. On November 7, 2023, the City Council modified the annexation scenario to include a larger annexation area that also encompassed the portions of Heavenly Ski Resort and Van Sickle Bi-State Park in El Dorado County and several private parcels.

C. The City intends to file an Application to Initiate Proceedings for Reorganization with the El Dorado Local Agency Formation Commission (LAFCO). As part of these proceedings, the City intends to request that LAFCO process a reorganization such that approximately 2,918 acres of territory currently within the unincorporated El Dorado County area would be annexed to the City of South Lake Tahoe and request that the City Sphere of Influence be expanded to include the annexation area.

D. The parcels to be annexed to the City of South Lake Tahoe are comprised of private and public parcels, which the Tahoe Regional Planning Agency zoned as either Conservation or Recreation.

E. As part of the LAFCO proceedings, LAFCO requires each participating jurisdiction to pre-zone the respective properties be annexed, consistent with the City adopted General Plan, and as such, the City of South Lake Tahoe intends to pre-zone the properties.

F. The City of South Lake Tahoe intends to pre-zone the property as currently zoned by TRPA and is not proposing any changes to the applicable regulating documents.

G. On October 17, 2024, the City of South Lake Tahoe Planning Commission conducted a duly noticed public hearing, at which time City staff presented its report, and interested persons had an opportunity to testify on the proposed Project. The Planning Commission considered the evidence in the record and passed a motion to adopt Resolution 2024-022, recommending the City Council approve the pre-zoning and amend the City Code.
365
Ordinance 2024-XXX November 5, 2024 Page 2 of 5
H. The City of South Lake Tahoe is a decision-making body for the Reorganization described herein and, as such, is acting as a responsible agency under CEQA.

I. On October 18, 2024, A Notice of Public Hearing providing the date, time, and location of the City Council meeting was mailed to property owners within the annexation area and to all affected property owners within 500 feet of the subject properties. A public notice was also published in the Tahoe Daily Tribune on October 25, 2024.

J. On November 5, 2024, the City of South Lake Tahoe City Council conducted a duly noticed public hearing, at which time City staff presented its report, and interested persons had an opportunity to testify on the proposed pre-zoning and City Code amendments. Following receipt of all public testimony, the City Council closed the public hearing.

NOW, THEREFORE, THE CITY COUNCIL OF CITY OF SOUTH LAKE TAHOE DOES ORDAIN AS FOLLOWS:

SECTION 1. The findings set forth in the Background Section of this Ordinance are true and correct, are incorporated into this Ordinance by reference, and constitute a material part of this Ordinance.

SECTION 2. The City Council finds that the proposed pre-zone and the City Code amendments will not have an effect on the environment because the City is proposing to pre-zone the annexation area as it is currently zoned by TPRA. No changes are proposed to the applicable land use designations, planning policies, special policies, permissible use lists, or existing density standards. The development potential does not change, and any potential development would be subject to the existing regulations.

SECTION 3. The City Council finds that this ordinance is categorically exempt from CEQA pursuant to Section 15319, Annexation of Existing Facilities and Lots for Exempt Facilities. The area to be annexed contains existing public and private structures developed to a density allowed by the current TRPA Plan Area Statements, and the City proposes to pre-zone the properties with the current TRPA zoning designations. Therefore, there are no changes or increases in the development potential of the annexation area. Furthermore, the annexation area is already served by existing utility services (i.e., South Tahoe Public Utility District, Liberty Utilities), and no water or sewer service is revised as a result of the annexation.

Moreover, there is no reasonably foreseeable change in the types and intensity of service within the annexation area as a result of any approval. The private parcels may be developed consistent with the TRPA Code of Ordinances and the applicable Plan Area Statements, while parcels in public ownership are primarily sensitive parcels that are managed primarily for open space, restoration activities, and recreation access. Lastly, there is no evidence that the annexation involves an unusual circumstance that might cause a significant effect on the environment.

SECTION 4. The City Council finds that the pre-zoning of the properties is consistent with the City of South Lake Tahoe General Plan. The associated pre-zone and City Code amendments establish the existing TRPA Plan Area Statements zoning designations for the annexation area, 366
Ordinance 2024-XXX November 5, 2024 Page 3 of 5
which is consistent with the land use designations applicable to the immediate surrounding properties.

SECTION 5. The City Council hereby pre-zones the annexation area as either Conservation or Recreation, and amends the City Zoning Map as shown in the map attached as Exhibit 1 and incorporated herein by this reference.

SECTION 6. City Code Title 6, Chapter 6.55, Article II is amended to read in its entirety as follows:

Article II. Plan Area Maps and Statements

6.55.110 Permissible uses.

For the purpose of this chapter, the city shall adopt by reference the permissible uses contained within the TRPA Code of Ordinances, Chapter 21.

6.55.120 Plan area statements
The following are the city plan area maps and statements:
080 Kingsbury Drainage
085 Lakeview Heights
087 Heavenly Valley California
089 Lakeside Park
089A Replaced by the Tourist Core Area Plan
089B Replaced by the Tourist Core Area Plan
090 Tahoe Meadows
091 Replaced by the Tourist Core Area Plan
092 Pioneer/Ski Run
093 Bijou
094 Glenwood
095 Trout/Cold Creek
096 Pioneer Village
097 Bijou Pines
098 Replaced by the Bijou/Al Tahoe Community Plan
099 Al Tahoe
100 Truckee Marsh
101 Bijou Meadows
102 Tahoe Keys
103 Sierra Tract Commercial
104 Highland Woods
105 Sierra Tract
108 Winnemucca
109 Tahoe Valley Campground
110 Replaced by the Tahoe Valley Area Plan
111 Tahoe Island
112 Gardner Mountain
113 Replaced by South Y Industrial Tract Community Plan 114 Bonanza
116 Airport
367
Ordinance 2024-XXX November 5, 2024 Page 4 of 5
SECTION 7. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision will not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.

SECTION 8. The City Clerk is directed to certify this Ordinance and cause it to be published in the manner required by law.

SECTION 9. This Ordinance shall become effective 30 days following its adoption, but the zoning designation applied to the properties within the annexation area will not become effective unless and until Reorganization is approved by the El Dorado Local Agency Formation Commission.

Adopted by the City of South Lake Tahoe City Council at a meeting on November 19, 2024, by the following vote:

Yes
No
Absent
Abstain
________________________ Date:_________
Cody Bass, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
First Reading:_____________
Published: ________________
Second Reading: ___________
Effective: _________________
The presence of an electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
368
Ordinance 2024-XXX November
5, 2024 Page 5 of 5
369
Resolution 2024-XXX November 5, 2024 Page 1 of 4
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
Approving a General Plan Amendment associated with the subsequent annexation of 30 parcels located in unincorporated El Dorado County and making certain findings in accordance with the California Environmental Quality Act

BACKGROUND
A. The City of South Lake Tahoe has an adopted General Plan to guide community development and growth, and the City Council has periodically updated the General Plan as necessary to maintain consistency with applicable laws and current conditions in the community.

B. On June 6, 2023, the City Council passed a motion directing staff to pursue the “Heavenly Annexation Scenario,” which encompasses the Heavenly Resort California Base and parcels adjacent to the City’s jurisdictional boundary.

C. On November 7, 2023, the City Council modified the annexation scenario to include a larger annexation area that also encompassed the portions of Heavenly Ski Resort and Van Sickle Bi-State Park in El Dorado County and several adjacent parcels in private ownership.

D. The City intends to file an Application to Initiate Proceedings for Reorganization with the El Dorado Local Agency Formation Commission (LAFCO). As part of these proceedings, the City intends to request that LAFCO process a reorganization such that approximately 2,918 acres of territory currently within the unincorporated El Dorado County area would be annexed to the City of South Lake Tahoe and request that the City Sphere of Influence be expanded to include the annexed area.

E. The parcels to be annexed to the City of South Lake Tahoe are comprised of private and public parcels, which the Tahoe Regional Planning Agency (TRPA) Conceptual Regional Land Use Map has designated as either Conservation, Recreation or Resort Recreation.

F. The City intends to apply the applicable TRPA Conceptual Regional Land Use designations in the annexation area and is not proposing any changes in the land use designations.

G. The City Council desires to amend the General Plan such that the maps within the General Plan will be updated to clearly reflect this annexation effort and to integrate the annexation area into the City’s General Plan.

H. On October 17, 2024, the City of South Lake Tahoe Planning Commission conducted a duly noticed public hearing, at which time City staff presented its report, 370
Resolution 2024-XXX November 5, 2024 Page 2 of 4
and interested persons had an opportunity to testify on the proposed Project. The Planning Commission considered the evidence in the record and passed a motion to adopt Resolution 2024-022, recommending the City Council amend the General Plan Figure LU-1, Land Use Diagram.

I. On October 18, 2024, A Notice of Public Hearing providing the date, time, and location of the City Council meeting was mailed to property owners within the annexation area and to all affected property owners within 500 feet of the subject properties. A public notice was also published in the Tahoe Daily Tribune on October 25, 2024.

J. On November 5, 2024, the City of South Lake Tahoe City Council conducted a duly noticed public hearing, at which time City staff presented its report, and interested persons had an opportunity to testify on the proposed General Plan amendment.

Following receipt of all public testimony, the City Council closed the hearing.

K. The City of South Lake Tahoe is a decision-making body for the Reorganization described herein and as such, is acting as a responsible agency under CEQA.

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

1. Finds that the facts set forth in the Background Section of this Resolution are true and correct, are incorporated into this Resolution by reference and constitute a material part of this Resolution.

2. Finds that the General Plan amendment will not have an effect on the environment because the City is proposing to apply the adopted TRPA Conceptual Land Use Map land use designations to the annexation area. No changes are proposed to the applicable land use designations, planning policies, special policies, permissible use lists, or existing density standards. The development potential does not change, and any potential development would be subject to the existing TRPA land use regulations.

3. Finds the proposed amendment to the General Plan is exempt from CEQA pursuant to Section 15319, Annexation of Existing Facilities and Lots for Exempt Facilities.

The area to be annexed contains existing public and private structures developed to a density allowed by the current TRPA plan area statements, and the City proposes to adopt TRPA Conceptual Regional Plan Map land use classifications for the properties. Therefore, there are no changes or increases in the development potential of the annexation area. Furthermore, the annexation area is already served by existing utility services (i.e., South Tahoe Public Utility District, Liberty Utilities), and no water or sewer service is revised as a result of the annexation.

Moreover, there is no reasonably foreseeable change in the types and intensity of service within the annexation area as a result of any approval. The private parcels may be developed consistent with the TRPA Code of Ordinances and the applicable Plan Area Statement, while parcels in public ownership are primarily sensitive parcels that are managed primarily for open space, restoration activities, and recreation access. Lastly, there is no evidence that the annexation involves an unusual circumstance that might cause a significant effect on the environment. 371
Resolution 2024-XXX November 5, 2024 Page 3 of 4

4. Finds the General Plan amendment is consistent with the City of South Lake Tahoe General Plan. The General Plan amendment establishes the existing TRPA Conceptual Regional Land Use designations for the annexation area, which is consistent with the land use designations applicable to the immediate surrounding properties.

5. Finds the proposed General Plan amendment is internally consistent with the South Lake Tahoe General Plan, and the amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City.

6. Hereby amends its General Plan designating the annexation area as Conservation, Recreation, and Resort Recreation, and amends the General Plan Figure LU-1, Land Use Diagram in substantial conformance with Exhibit 1 to this Resolution and incorporated herein by this reference. The City Council hereby authorizes the City staff to make all necessary revisions to the text and figures of the General Plan to be consistent with the amendments set forth in this Resolution.

7. Declares that if any section, subsection, subdivision, sentence, clause, phrase, or portion of this Resolution or the application thereof to any person or place, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remainder of this Resolution, and hereby declares that is would have adopted this Resolution, and each and every section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

8. Declares that this Resolution shall not become effective unless and until Reorganization is approved by the Local Agency Formation Commission for the County of El Dorado.

Adopted by the City of South Lake Tahoe City Council at a meeting on November 5, 2024, by the following vote:

Yes
No
Absent
Abstain
________________________ Date:_________
Cody Bass, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of an electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe Planning Commission.
372
Resolution 2024-XXX November 5, 2024 Page 4 of 4
EXHIBIT 1
373
Resolution 2024-XXX November 5, 2024 Page 1 of 3
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
Initiating proceedings for the annexation of 30 parcels located in unincorporated El Dorado County, approximately 2,819 acres in size

BACKGROUND
A. On June 6, 2023, the City Council passed a motion directing staff to pursue the “Heavenly Annexation Scenario,” which encompasses the Heavenly Resort California Base and parcels adjacent to the City’s jurisdictional boundary.

B. On November 7, 2023, the City Council modified the annexation scenario to include a larger annexation area that also encompassed the portions of Heavenly Ski Resort and Van Sickle Bi-State Park in El Dorado County and adjacent properties in private ownership.

C. The City intends to file an Application to Initiate Proceedings for Reorganization with the El Dorado Local Agency Formation Commission (LAFCO). As part of these proceedings, the City of South Lake Tahoe intends to request that LAFCO process a reorganization such that approximately 2,819 acres of territory currently within the unincorporated El Dorado County area would be annexed to the City of South Lake Tahoe and request that the City Sphere of Influence be expanded to include the annexed area.

D. The parcels to be annexed to the City of South Lake Tahoe are comprised of private and public parcels, which the Tahoe Regional Planning Agency (TRPA) Conceptual Regional Land Use Map has designated as either Conservation, Recreation or Resort Recreation.

E. The City intends to apply the applicable TRPA Conceptual Regional Land Use designations and the applicable Plan Area Statements (i.e., zoning districts) in the annexation area and is not proposing any changes in the land use designations or the applicable zoning districts.

F. On October 18, 2024, A Notice of Public Hearing providing the date, time, and location of the City Council meeting was mailed to property owners within the annexation area and to all affected property owners within 500 feet of the subject properties. A public notice was also published in the Tahoe Daily Tribune on October 25, 2024.

G. On November 5, 2024, the City of South Lake Tahoe City Council conducted a duly noticed public hearing, at which time City staff presented its report, and interested persons had an opportunity to testify on the proposed annexation. Following receipt of all public testimony, the City Council closed the hearing. 374
Resolution 2024-XXX November 5, 2024 Page 2 of 3
H. On November 5, 2024, the City of South Lake Tahoe City Council adopted an Ordinance to pre-zone the annexation area and a Resolution to amend the 2030 South Lake Tahoe General Plan to reflect the proposed annexation and expanded Sphere of Influence.

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

1. Finds the facts set forth in the Background Section of this Resolution are true and correct, are incorporated into this Resolution by reference, and constitute a material part of this Resolution.

2. Hereby makes an application to the El Dorado Local Agency Formation Commission (LAFCO) for the annexation of certain property as described in Exhibit 1 to the City of South Lake Tahoe, and the detachment of certain inhabited property as described in Exhibit 1 from the Lake Valley Fire Protection District.

3. Recognizes that a portion of the annexation area is outside the City’s Sphere of Influence, and that a concurrent application for a Sphere of Influence amendment will be filed with LAFCO.

4. Finds that the proposed annexation is in the interest of providing efficient provision of governmental services, where the annexation area currently receives municipal services from El Dorado County and Lake Valley Fire Protection District, even though the annexation area is adjacent to the City of South Lake Tahoe and accessed only through City streets, and is geographically removed from the rest of the inhabited portions of El Dorado County. After annexation, the City would provide all core municipal services, including street maintenance, snow removal, police, fire protection, and emergency response.

4. Finds the following are affected agencies: Lake Valley Fire Protection District, El Dorado County, United States Forest Service, State of California, and South Tahoe Public Utility District.

5. Hereby requests that proceedings be undertaken by the LAFCO for the annexation and Sphere of Influence amendment proposed herein.

6. Hereby instructs the City Clerk to file a copy of this Resolution with LAFCO.

Adopted by the City of South Lake Tahoe City Council at a meeting on November 5, 2024, by the following vote:

Yes
No
Absent
Abstain
________________________ Date:_________
Cody Bass, Mayor
375
Resolution 2024-XXX November 5, 2024 Page 3 of 3
Attest:
________________________
Susan Blankenship, Elected City Clerk
The presence of an electronic signature certifies that the foregoing is a true and correct copy as approved by the City of South Lake Tahoe City Council.
376
Resolution 2024-XXX November 5, 2024 Page 2 of 3
EXHIBIT 1
377

CITY OF SOUTH LAKE TAHOE

DEVELOPMENT SERVICES DEPARTMENT - PLANNING DIVISION

NOTICE OF OF A PUBLIC HEARING

CITY OF SOUTH LAKE TAHOE CITY COUNCIL
Proof of Service by Mail
SUBJECT: Heavenly/Van Sickle Bi-State Park Annexation
ADDRESS: Various
APN: Various
DATE OF HEARINGS: November 5, 2024

TIME AND LOCATION OF
HEARING:
9:30 a.m., City Council Chambers, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150

STATE OF CALIFORNIA

COUNTY OF EL DORADO

CITY OF SOUTH LAKE TAHOE
I am an employee of the City of South Lake Tahoe, Development Services Department.

On October 18, 2024, I served the attached notice pursuant to Section 6.55.640 of the South Lake Tahoe Municipal Code and Government Code Sections 65090 and 65091 (Planning and Zoning Law) on the persons named thereon or attached thereto by placing a true copy thereof with postage thereon fully prepaid in the United States mail. I declare, under penalty of perjury, that the foregoing is true and correct.

Signature
Executed on Octomber 18, 2024 by John Hitchcock
Planning Manager
Development Service Department
1052 Tata Lane
South Lake Tahoe, CA 96150-6251
378

NOTICE OF A PUBLIC HEARING

CITY OF SOUTH LAKE TAHOE CITY COUNCIL
NOTICE IS HEREBY GIVEN that in accordance with Sections 65090 and 65091 (Planning and Zoning Law) of the Government Code: the City of South Lake Tahoe City Council will conduct a public hearing on November 5, 2024, at 9:30 a.m., or as soon thereafter as possible, in the City Council Chambers, 1901 Lisa Maloff Way, South Lake Tahoe Airport, to consider the following agenda item:
 A Resolution adopting an amendment to the General Plan LU-1, Land Use Diagram to show the zoning of the parcels to be annexed and expanded sphere of influence to include the annexation area, and an Ordinance amending the City Code Title 6, Chapter 6.55, Article II, Section 6.55.120, and pre-zoning 30 parcels for subsequent annexation of such properties into the City, contingent upon approval of annexation of said properties into the City by El Dorado LAFCO, all in accordance with the Planning Commission’s recommendations following a public hearing held on October 17, 2024, and a Resolution initiating proceedings for the annexation of such properties
General Overview: The City of South Lake Tahoe is proposing to annex the land shown on the attached map into the City limits in order to provide more efficient public services. Currently, municipal services to the annexation area are provided by El Dorado County and Lake Valley Fire Protection District even though the annexation area is adjacent to the City of South Lake Tahoe and only accessible by City streets. All City streets leading into the annexation area are currently maintained and serviced by the City. After annexation, the City would continue to provide street maintenance and snow removal in addition to all other core municipal services, including police, fire protection, and emergency response. There are no development projects being proposed with this annexation. The pre-zoning process is a required part of the annexation process. The City’s proposed pre-zoning is intended to keep the current zoning and allowed uses as similar as possible to the existing TRPA zoning.

Summary: On June 6, 2023, the City Council discussed five annexation scenarios and provided direction to staff. The City Council passed a motion to pursue the “Heavenly Annexation Scenario”, which encompasses the Heavenly Resort California Base. The annexation scenario was subsequently modified by Council direction on November 7, 2023, to include a larger annexation area that also encompassed portions of Heavenly Ski Resort and Van Sickle BiState Park. 379
The City intends to file an Application to Initiate Proceedings for Reorganization with the Local Agency Formation Commission (LAFCO) for El Dorado County. As part of these proceedings, the City of South Lake Tahoe intends to request that LAFCO process a reorganization such that approximately 2,800 acres of territory currently within the unincorporated El Dorado County area would be annexed to the City of South Lake Tahoe and the City’s Sphere of Influence would be amended accordingly.

The area to be annexed to the City of South Lake Tahoe is comprised of private and public parcels, which the Tahoe Regional Planning Agency Conceptual Regional Land Use Map designates as either Resort Recreation or Recreation, and the TRPA Plan Area Statements designates as either Conservation or Recreation.

As part of the LAFCO proceedings, LAFCO requires each participating jurisdiction to pre-zone the respective properties to be annexed, and amend the General Plan accordingly prior to filing a Reorganization Application. The pre-zone, the General Plan and City Code amendment would not become effective unless and until Reorganization is approved by LAFCO.

Planning Commission Action: On October 17, 2024, at a regularly scheduled Planning Commission Meeting, the Planning Commission conducted a public hearing on the propose annexation, took public comment, deliberated, and voted to pass a resolution recommending the City Council amend the General Plan LU-1, Land Use Diagram, amend the City Code Title 6, Chapter 6.55, Article II, Section 6.55.120, and pre-zoning 30 parcels for subsequent annexation of such properties into the City, contingent upon approval of annexation of said properties into the City by El Dorado LAFCO.

Please contact John Hitchcock at (530) 542-7472 or via email at [email protected] with any questions or comments.

Any interested person may appear at the public hearing and present written testimony or speak in favor or against the project proposal. Pursuant to Government Code Section 65009(b)(2), if you challenge the above application in court, you may be limited to raising only those issues you, or someone else, raised at the public hearing described in this notice or in written correspondence delivered to the City of South Lake Tahoe City Council at, or prior to, the public hearing. Written testimony may be addressed to the City Council in care of the City Clerk to [email protected] or mailed to 1901 Lisa Maloff Way, Suite 206, South Lake Tahoe, CA 96150.

The City Council agenda and related staff report are available at least 72 hours in advance of regular meetings on the City’s website https://cityofslt.us/84/Watch-City-CouncilCommissionMeetings or by contacting the City Clerk at (530) 542-6005.

Date of Notice: October 18, 2024
380
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Proposed
Heavenly Annexation

0.0 0.5 0.75 1
Miles
LEGEND
Annexation Area
City Limits Shpere of Inuence
NEVADA

CALIFORNIA
Douglas County
El Dorado County
Heavenly
California
Base
Van Sickle
Bi-State
Park
381
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AARON SHAW MARKHAM ADAM & SIMAKOVA KATSIARYNA
POWER

ADRIAN & THURSTON LAURA MORGAN

ADRIAN S MORGAN ALEXANDER & PETROSOVA NATALIA

FRIDLAND

ALEXANDRA KIDD

ALI & MELISSA M SABOOWALA ALLEY JUDITH R TR & RODACKER FAM TR OF 03/17/1997
ANA R & LIV REV 04/25 / 01

MCFARLAND

ANA R MCFARLAND ANATOLI & SIMA STEIN ANDREW & NANCY FU

ANDREW & SAKODA GRACE

KUMAMOTO

ANGELA D REAGAN ANNA M WYGANT

ANTHONY & NANCE MARIE JAQUES APRIL HAVEN CA LLC CORP & ATTN

MARA ROY

ARATA DOROTHY A TR & TRUST OF
4/20/92

AUSTIN COREY & A C SASS BASTIAAN & JUDITH CUTARAN AARTS BAXTER IAN P & STACEY L CO TR &

BOYET DAVID

BENJAMIN & GERMANO SAMANTHA
HART
BLUE BIRD COMPANY CA LLC BLUM D & S 2022 REVOCABLE TRUST BOK4ALL LLC BRADLEY G LAWTON BRENDA L MEDDLES

BRET & JACLYN PREBULA BRIAN JOHN & WITOONCHART

BENJAMA DUNCAN

BRIAN K & KATHLEEN M MORR
384

BRUCK MICHAEL SEAN & MILKE

KATHERINE ELIZAB FINNEY

BUKATY INVESTMENTS LLC & BUKAY

INC A CA CORP

BUROLA GLORIA DEMAY TR & G D REV
TRUST 12/13/17
C J & GEORGE-ORSINI R M 2012 ORSINI CA PACIFIC ELECTRIC CO LLC CALIFORNIA TAHOE CONSERVANCY

CAMERON S FALLS CARLOS & EMMA P RAMIREZ CARMIN M & LAVINE SVEN E NUCCIO CAROL S & C LIV REV 4/08 / 1993
HAASE

CATHERINE R INDIANOS CENTIMARK CORP

CHANDRA S ANDRADE CHARLES A & LAURA FERINE CHARLES M MC MEECHAN

CHINGFEN JENNIFER & WU PETER C LIN CHRISTIAN A & JAGER BARBARA A FREI CHRISTOPHER HANS PICINICH

CHRISTOPHER KIM C & MEGHAN C

GRILLONE

CLAUDE A & SHARON MESSINA CLEMENT & CAPPELLA EMILIE PIMOR

CONCEPT/SIERRA OWNERS OF &

CONDOMINIUM

COREY CLINTON & TERRA DIANNE

DEGUIRE

COURTNEY E & MARC C SPITZ

CRAIG & CAROL SIMMONS CRAIG & SHARON SPAULDING DAN SPECTOR

DANIEL & JOEL WONG DANIEL & XISTRAS AIMILIA RICH DANIEL BREWER 385
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JESSIE MARIA PULGA FUERTE JEWISH CONGREGATION OF SLT

JIMMY J & PATRICIA L SILVA JOHN & KARRIE NOBRIGA JOHN C & BARBARA K THOMAS

JOHN J HEATH JOHN J HULS JOHN JAY & DAWN AILEEN

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JOHN O & MARI SOL RILEY JOHN R & REARDON PAUL E VALENCIA JOHN S & JANICE C GRAHAM

JOHNEL A & DAVID J CERRUTI JONATHAN GOLD JOSHUA & JEANNE BENIN JOYCE G & J LV RV 5/13 / 03

SCOZZAFAVA

JULIE M SMITH JUSTIN MARTIN & ORIANA LEHMAN
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KATANA GROUP LLC CA LLC KATHERINE LYNN & KATHERINE LYNN CARSON

KATHYRN & PETERS BRINKLEY KATHYRN

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KITAYAMA ROBERT H & KAREN A CO TR
& JACKSON LINDA

KOHS MONICA NOELLE TR & M N LIV
REV TRUST 9/12/02
KORABLEV FAM TR 6/26/2023
388
389
390
391

SO TAHOE PUBLIC UTILITY DIST
1275 MEADOW CREST DR
SOUTH LAKE TAHOE, CA 96150

SONIA SANTANA SOUTH TAHOE PUBLIC & UTILITY

DISTRICT
1275 MEADOW CREST DR
SOUTH LAKE TAHOE, CA 96150-7401

SPENCER A & BIRGIT B HOWE STACEY & SAMUEL HOLMES STATE OF CALIFORNIA & CALIFORNIA

TAHOE CONSERVANCY
1061 3RD ST
SOUTH LAKE TAHOE, CA 96150

STEVEN & LU BELINDA CARROLL STEVEN C & DEBRA L GEYER STEWART ADRIAN MILES

STUCK SUSANNE L TR & S L REV TRUST
10/29/08

SUDHAKAR & KIMBERLY A

MADAKASIRA
T & T 8/1 / 2017 FROLLI

TAHOE TYROL HOMES TAHOE TYROL HOMES ASSN TAHOE TYROL HOMES ASSN

TARA PARINA THEMIS & LAURA L LONIS THOMAS E & CHIN LILLY BLACKBURN

THOMAS M & CAROLYNN D PETERSEN THOMAS W KRUCKEWITT TIMOTHY & JOANN E WONG

TIMOTHY AUSTIN & ORR BRIAN O NEAL
DEAR
TIMOTHY DREW SCHRECK TINY REV TRUST 12/10/2018

TRUDY J & BICKERT DALE MATTHEWS U S A FOREST SERVICE & OWNERSHIP

UNVERIFIED
100 FORNI RD
PLACERVILLE, CA 95667-5310

UNITED STATES OF AMERICA
2800 COTTAGE WAY
SACRAMENTO, CA 95825

UNITED STATES OF AMERICA &

REGIONAL LAND ADJUSTMEN
USDA FORES SERVPO BOX 7
BLAIRSDEN, CA 96103

UNITED STATES OF AMERICA & U S

FOREST SERVICE
35 COLLEGE DR
SOUTH LAKE TAHOE, CA 96150-4500

UNITED STATES OF AMERICA & U S

FOREST SERVICE
PO BOX 731002
SOUTH LAKE TAHOE, CA 96158
392
393
394
Resolution 2024-022
Adopted by the City of South Lake Tahoe
Planning Commission
October 17, 2024
RECOMMENDING THE CITY COUNCIL ADOPT THE PRE-ZONING OF 30 PARCELS, AN AMENDMENT TO THE CITY CODE TITLE 6, CHAPTER 6.55, ARTICLE II, SECTION 6.55.120, AND AN AMENDMENT TO THE GENERAL PLAN FIGURE LU-1,

LAND USE DIAGRAM TO SHOW THE ZONING OF THE PARCELS TO BE ANNEXED

AND EXPANDED SPHERE OF INFLUENCE TO INCLUDE THE ANNEXATION AREA,

CONTINGENT UPON APPROVAL OF ANNEXATION OF SAID PROPERTIES INTO

THE CITY BY EL DORADO LAFCO, AND MAKING CERTAIN FINDINGS IN

ACCORDANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT

BACKGROUND
A. On June 6, 2023, the City Council conducted a public hearing to discuss five annexation scenarios and provide direction to staff. The City Council passed a motion to pursue the “Heavenly Annexation Scenario,” which encompasses the Heavenly Resort California Base, the California side of Heavenly Ski Resort, and the California side of Van Sickle Bi-State Park.

B. The City intends to file an Application to Initiate Proceedings for Reorganization with the El Dorado Local Agency Formation Commission (LAFCO). As part of these proceedings, the City of South Lake Tahoe intends to request that LAFCO process a reorganization such that approximately 2,800 acres of territory currently within the unincorporated El Dorado County area would be annexed to the City of South Lake Tahoe.

C. The 30 parcels to be annexed to the City of South Lake Tahoe are comprised of private and public parcels, which the Tahoe Regional Planning Agency (TRPA) Regional Plan has designated as either Conservation, Recreation, or Resort Recreation and the TRPA Plan Area Statements have designated as either Conservation or Recreation.

D. As part of the LAFCO proceedings, LAFCO requires each participating jurisdiction to pre-zone the respective properties to be annexed, consistent with the City adopted General Plan, and as such, the City of South Lake Tahoe intends to pre-zone the properties.

E. The City of South Lake Tahoe intends to pre-zone the property as currently zoned by TRPA’s Plan Area Statements and is not proposing any changes to the applicable regulating documents.

Resolution 2024-022 October 17, 2024 Page 1 of 3
395
F. As part of the LAFCO proceedings, LAFCO requires each participating jurisdiction to amend the General Plan to ensure the pre-zone is consistent with the City adopted General Plan.

G. The City of South Lake Tahoe intends to amend the General Plan Figure LU-1 to adopt the TRPA Regional Plan Land Use Classifications and show an expanded Sphere of Influence, contingent upon approval by El Dorado LAFCO.

H. The City of South Lake Tahoe is a decision-making body for the Reorganization described herein and as such, is acting as a responsible agency under CEQA.

I. On September 23, 2024, a Notice of Public Hearing was mailed to property owners within the annexation area and to all affected property owners within 500 feet of the subject properties. A public notice was also published in the Tahoe Daily Tribune on October 4, 2024.

J. On October 17, 2024, the City of South Lake Tahoe Planning Commission conducted a duly noticed public hearing. At that time, City staff presented its report, and interested persons had an opportunity to testify on the proposed Project.

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

1. The findings set forth in the Background Section of this Resolution are true and correct, are incorporated into this Resolution by reference, and constitute a material part of this Resolution.

2. The proposed pre-zone, City Code amendment, and General Plan amendment will not have an effect on the environment because the City is proposing to pre-zone the annexation area as it is currently zoned by TRPA. No changes are proposed to the applicable land use designations, planning policies, special policies, permissible use lists, or existing density standards. The development potential does not change, and any potential development would be subject to the existing regulations.

3. Finds the proposed pre-zone and the General Plan amendment to Figure LU-1, Land Use Diagram is exempt from CEQA pursuant to Section 15319, Annexation of Existing Facilities and Lots for Exempt Facilities. The area to be annexed contains existing public and private structures developed to a density allowed by the current TRPA Plan Area Statements, and the City proposes to pre-zone the properties with the current TRPA zoning designations. Therefore, there are no changes or increases in the development potential of the annexation area. Further, the annexation area is already served by existing utility services (i.e., South Tahoe Public Utility District, Liberty Utilities), and no water or sewer services are revised as a result of the annexation.

4. Finds the proposed code amendments to Title 6, Chapter 6.55, Article II, Section

6.55.120 is exempt from CEQA pursuant to Section 15061(b)(3) that states the proposed amendment is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the Resolution 2024-022 October 17, 2024 Page 2 of 3
396
activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

5. Find the pre-zoning of the properties; the City Code amendment and the General Plan amendment are consistent with the City of South Lake Tahoe General Plan contingent upon approval of the annexation and expansion of Sphere of Influence by El Dorado LAFCO. The proposed amendments will establish the existing TRPAdesignated Regional Plan land uses and Plan Area Statement zoning designations for the annexation area, which is consistent with the land use designations applicable to the immediate surrounding properties.

6. Recommends pre-zoning the annexation area as Conservation and Recreation and amending the City Zoning Map as shown in the map attached as Exhibit 1 and incorporated herein by this reference.

7. Recommends amending South Lake Tahoe City Code Title 6, Chapter 6.55, Article II, Section 6.55.120 as shown in Exhibit 2 and incorporated herein by this reference.

8. Recommends amending South Lake Tahoe General Plan Figure LU-1, Land Use Diagram as shown in the map attached as Exhibit 3 and incorporated herein by this reference.

Adopted by the City of South Lake Tahoe Planning Commission at a meeting on October 17, 2024, by the following vote:

Yes: Wieczorek, Feiger, Howard, Lucksinger, Realo
Oct 26, 2024
Date:

Natalia Wieczorek, Chair
Attest:

Michelle Davis, Assistant City Clerk
The presence of an electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe Planning Commission.

Resolution 2024-022 October 17, 2024 Page 3 of 3
397
Exhibit 1
Proposed Pre-Zoning Map
LEGEND
City Limits
Annexation Area
PAS 080
Sphere of Influence
Plan Area Statement
Zoning Designations
Conservation
Recreation
PAS 087
PAS 095
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap N contributors, and the GIS User Community 398
EXHIBIT 2
New proposed language is bolded and double underlined, deleted language is struck through.

Article II. Plan Area Maps and Statements

6.55.110 Permissible uses.

For the purpose of this chapter, the city shall adopt by reference the permissible uses contained within the TRPA Code of Ordinances, Chapter 21. (Ord. 902; Ord. 1060 § 1 (Exh. A); Ord. 1152 § 3. Code 1997 § 32-10)

6.55.120 Plan area statements.

The following are the city plan area maps and statements:
080 Kingsbury Drainage
085 Lakeview Heights
087 Heavenly Valley California
088 Tahoe Village
089 Lakeside Park
089A Tourist Core Area Plan
089B Tourist Core Area Plan
090 Tahoe Meadows
091 Tourist Core Area Plan
092 Pioneer/Ski Run
093 Bijou
094 Glenwood
095 Trout/Cold Creek
096 Pioneer Village
097 Bijou Pines
098 Replaced by the Bijou/Al Tahoe
Community Plan
099 Al Tahoe
100 Truckee Marsh
101 Bijou Meadow
102 Tahoe Keys
103 Sierra Tract-Commercial
399
104 Highland Woods
105 Sierra Tract
108 Winnemucca
109 Tahoe Valley Campground
110 Replaced by the Tahoe Valley Area
Plan
111 Tahoe Island
112 Gardner Mountain
113 Industrial Tract
114 Bonanza
116 Airport
(Ord. 902; Ord. 1152 § 3. Code 1997 § 32-11)
400
armin, Intermap, increment P Corp., GEBCO,
CAN, GeoBase, IGN, Kadaster NL, Ordnance
ETI, Esri China (Hong Kong), (c) OpenStreetMap
IS User Community

LAKE TAHOE
LEGEND
Annexation Area
State Border
0 0.5 1 1.5 2
Miles N Sources: Esri, HERE, G

USGS, FAO, NPS, NR
Survey, Esri Japan, M
contributors, and the G
City Limits
Sphere of Influence
Neighborhood Boundaires
General Plan Land Uses
Conservation
Recreation
Resort Recreation
Low Density Residential
High Density Residential
Neighborhood Center
Special District
Tourist
Town Center
South Lake Tahoe
General Plan Update
Figure LU-1
Land Use Diagram
401
Created: 2024-10-25
By:

Status:

Transaction ID:

Yvette Miranda ([email protected])
Signed
CBJCHBCAABAAk4uPKWlQhCZn6iMc9b5htZTWemg_y2QI
Resolution 2024-022_Heavenly Annexation
Final Audit Report 2024-10-26
"Resolution 2024-022_Heavenly Annexation" History
Document created by Yvette Miranda ([email protected]) 2024-10-25 - 9:28:34 PM GMT
Document emailed to Michelle Davis ([email protected]) for signature 2024-10-25 - 9:29:14 PM GMT
Email viewed by Michelle Davis ([email protected])
2024-10-25 - 9:29:59 PM GMT
Document e-signed by Michelle Davis ([email protected]) Signature Date: 2024-10-25 - 9:30:38 PM GMT - Time Source: server Document emailed to [email protected] for signature 2024-10-25 - 9:30:40 PM GMT
Email viewed by [email protected]
2024-10-26 - 5:07:34 PM GMT
Signer [email protected] entered name at signing as Natalia Wieczorek 2024-10-26 - 5:07:52 PM GMT
Document e-signed by Natalia Wieczorek ([email protected]) Signature Date: 2024-10-26 - 5:07:54 PM GMT - Time Source: server Agreement completed.
2024-10-26 - 5:07:54 PM GMT
402
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: November 5,
2024
Agenda Item #:15
Agenda Item: Property Tax Revenue Agreement with El Dorado County for Cleanup Annexation Executive Summary: Under California Revenue & Taxation Code section 99, the City and El Dorado County are required to negotiate redistribution of property tax revenue prior to El Dorado LAFCO’s approval of the Cleanup Annexation. Because the proposed redistribution of property tax revenue includes a transfer of property tax base from the County to the City, a public hearing is required under Revenue & Taxation Code section 99.02 to consider the effect of the proposed transfer on fees, charges, assessments, taxes, or other revenues. The Cleanup Annexation area has been reduced from its original configuration of 90 parcels totaling 411.8 acres, to 80 parcels totaling 79 acres. The parcels removed are the Tahoe Valley Campground and adjacent vacant and publicly owned parcels, at the request of the owners of the campground and pending further discussions with the campground owners. The projected amount of property tax base being transferred to the City ($12,200) is approximately equivalent to the estimated cost the City will incur to provide public services.

Requested Action / Suggested Motions: Hold a public hearing and pass a Resolution agreeing on the transfer of property tax base and distribution of tax increment with respect to El Dorado LAFCO Project Number 2024-1 ("Cleanup Annexation") and making findings regarding the effect of the proposed transfer on fees, charges, assessments, taxes, or other revenues.

Responsible Staff Member: Heather Stroud, City Attorney, and Joseph Irvin, City Manager Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Attachments:
01 - Staff Report.docx
02 - Resolution - Cleanup Annexation Tax Sharing Agreement.pdf 03 - Response from City Manager to Campground Owners.pdf 04 - Campground Request to Revise Annexation.pdf
05 - Resolution 2024-041 Initiating Proceedings of Annexation.pdf 06 - Fiscal Impact Analysis Memo 10-16-23.pdf
07-Public Notice
403
Council Agenda Report- November 5, 2024 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: November 5, 2024
Title: Property Tax Revenue Agreement with El Dorado County for Cleanup Annexation
Location: Unincorporated area adjacent to the Tahoe Sierra neighborhood and Barton Memorial Hospital
Responsible Staff Member: Heather Stroud, City Attorney, and Joseph Irvin, City Manager
Background: On June 6, 2023, upon review of the Fiscal Impact Analysis on potential annexation scenarios, City Council passed a motion (5-0) providing direction to pursue the annexation of the “cleanup” parcels consisting of 90 parcels totaling 411.8 acres currently in unincorporated El Dorado County into the City. The main reason for annexation of these parcels is that the City has been providing public services to these areas (including police, fire, and snow removal), because of their location adjacent to City limits but geographically removed from the rest of the inhabited portions of El Dorado County, but has not received any tax revenue from the area to support the provision of these services. On November 16, 2023, the Planning Commission passed a resolution recommending that City Council adopt General Plan and City Code amendments, and pre-zoning the 90 parcels within the City Sphere of Influence for subsequent annexation of such properties. On March 23, 2024, the City Council held a first reading of the ordinance pre-zoning the parcels and amending South Lake Tahoe City Code Title 6, Chapter 6.55, Article II (Plan Area Maps and Statements), and passed Resolution No. 2024-041 initiating annexation proceedings with El Dorado Local Agency Formation Commission (El Dorado LAFCO). City Council adopted Ordinance No. 2024-1185 on April 23, 2024, and staff subsequently submitted the cleanup annexation application to El Dorado LAFCO.

Since Spring of 2024, the City Manager and City Attorney have been in conversation with the owners of the Tahoe Valley Campground regarding their concerns about annexation. Based on a letter received on September 27, 2024, staff has agreed to remove the Tahoe Valley Campground and adjacent public parcels from the annexation application to El Dorado LAFCO at this time, pending further discussions with the owners. A map of the revised annexation area, now consisting of 80 parcels totaling 79 acres, is included in this item.

Issue and Discussion:

Under California Revenue & Taxation Code section 99, the City and El Dorado County are required to negotiate redistribution of property tax revenue prior to El Dorado LAFCO’s approval of the annexation. Because the proposed redistribution of property tax revenue includes a transfer of property tax base from the County to the City, a public hearing is required under Revenue & Taxation Code section 99.02 to consider the effect of the proposed transfer on fees, charges, assessments, taxes, or other revenues. 404
Council Agenda Report- November 5, 2024 Page 2 of 2
Specifically, the County and City must find under Section 99.02(f) that: (a) County revenues are available for this purpose; (b) the transfer will not result in any increase in the ratio between the amount of County revenues generated by regulatory licenses, use charges, user fees, or assessments and the amount of revenues the County used to finance services it provides; (c) the transfer will not impair the ability of the County to provide existing services; and (d) the transfer will not result in a reduction of property tax revenues to school entities. The County and City are able to make these findings because the amount of property tax base being transferred to the City is approximately equivalent to the estimated cost to provide public services to the annexation area, which cost will be avoided by the County after annexation when services will be formally provided by the City.

Financial Implications: In the Fiscal Impact Analysis prepared by DTA, the original Cleanup Annexation had an estimated annual cost to the City of $28,490 to provide services. The reduced Cleanup Annexation area is approximately 19 percent of the original acreage, so it is estimated that $5,413 would be needed to provide services to the reduced area. The negotiated property tax base transfer of $12,200 is sufficient to cover the cost of services, and would be increased annually by the tax increment distribution shown on Exhibit C to the Resolution.

Environmental Considerations: Annexation of the proposed area is categorically exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15319 (Annexation of Existing Facilities and Lots for Exempt Facilities).

Policy Implications: Annexation of the proposed area would result in a more efficient delivery of services to affected residents and properties, some of which services are already being delivered by the City without receiving any tax revenue from the area. 405
Resolution 2024-XXX November 5, 2024 Page 1 of 2
Resolution 2024-XXX
Adopted by the City of South Lake Tahoe
City Council
November 5, 2024
Property Tax Revenue Agreement for Cleanup Annexation

BACKGROUND
A. The City has requested negotiations with El Dorado County with respect to property tax revenue in accordance with Section 99 of the California Revenue and Taxation Code.

B. This request is related to the project knows as the “Cleanup Annexation,” as shown on the map attached hereto as Exhibit “A” and the parcels listed on Exhibit “B,” namely El Dorado Local Agency Formation Commission (El Dorado LAFCO) Project Number 2024-01, to be annexed to the City of South Lake Tahoe with detachment from the Lake Valley Fire Protection District.

C. Negotiations for a redistribution of property tax revenue have been concluded, and El Dorado County has adopted a resolution accepting the property tax distribution plan.

D. The City Council and County Board of Supervisors have both held public hearings been noticed in accordance with California Revenue and Taxation Code section 99.02.

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

1. Finds that: (a) the County of El Dorado has determined that revenues are available for the transfer of property tax base into existing Tax Revenue Areas to be determined by the County Auditor; (b) the transfer will not result in any increase in the ratio between the amount of revenues of the County of El Dorado that are generated by regulatory licenses, use charges, user fees, or assessments and the amount of revenues of the County of El Dorado used to finance services it provides; (c) the transfer will not impair the ability of El Dorado County to provide existing services; and (d) the transfer will not result in a reduction of property tax revenues to school entities.

2. Agrees that the property tax base with respect to El Dorado LAFCO Project Number 2024- 01 transferred to the City will be in the amount of $12,200, and the property tax increment will be distributed as shown on Exhibit “C” attached hereto.

3. Directs the City Clerk to transmit notice of this resolution to El Dorado County and El Dorado LAFCO.
406
Resolution 2024-XXX November 5, 2024 Page 2 of 2
Adopted by the City of South Lake Tahoe City Council on November 5, 2024 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cody Bass, 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.
407
Sources: Esri, HERE, Garmin, Intermap, increment P Corp., GEBCO, USGS, FAO, NPS, NRCAN, GeoBase, IGN, Kadaster NL, Ordnance Survey, Esri Japan, METI, Esri China (Hong Kong), (c) OpenStreetMap contributors, and the GIS User Community
Proposed Cleanup
Annexation Area
0 0.050.1 0.2 0.3 0.4
Miles
City Limits
LEGEND
Annexation Area

EXHIBIT A
408
PARCEL NO. PARCEL STATUS OWNERSHIP ACREAGE
25061012 VAC LAKE TAHOE COMM COLLEGE DIST 4.24
25061018 VAC SOUTH TAHOE PUBLIC UTIL DT 0.90
25061024 VAC UNITED STATES OF AMERICA & U S FOREST SERVICE 1.63 25061025 VAC SOUTH TAHOE PUBLIC UTIL DT 0.30
25061039 VAC CITY OF SOUTH LAKE TAHOE C/O FINANCE DEPT 1.26 25061040 VAC LAKE TAHOE COMM COLLEGE DIST 20.83
25461003 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461004 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461005 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461008 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461009 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461010 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461011 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461012 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461013 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461014 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461015 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461016 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461017 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.24 25461018 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25461019 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.09 25461020 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.13 25461021 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.21 25462006 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462007 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462008 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462009 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462010 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462011 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462012 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462013 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462014 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462015 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462016 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462018 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.16 25462019 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25462020 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.21 25462021 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.20 25462022 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.19 25462023 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.04 25471001 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471002 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471003 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471004 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471005 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471006 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23

EXHIBIT B
409
25471007 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471008 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471009 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471010 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25471011 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472002 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472003 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472004 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472005 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472006 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472007 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472008 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472009 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472010 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472011 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.23 25472012 VAC STATE OF CALIFORNIA & DEPT OF GENERAL SERVICES 0.17 31020051 AGP PRIVATE 6.84
31261027 VAC CITY OF SOUTH LAKE TAHOE 0.03
31261034 DEV PRIVATE 0.14
31261035 DEV PRIVATE 0.14
31261037 VAC PRIVATE 0.02
31261042 DEV PRIVATE 0.33
31261047 DEV PRIVATE 0.14
31261053 VAC STATE OF CALIFORNIA & CALIFORNIA TAHOE CONSERVANCY 0.09 31261054 VAC STATE OF CALIFORNIA & CALIFORNIA TAHOE CONSERVANCY 0.04 31261055 VAC PRIVATE 0.09
31261056 VAC PRIVATE 0.01
31300002 VAC PRIVATE 0.54
31300004 VAC PRIVATE 0.30
31300005 DEV PRIVATE 0.46
31300006 VAC PRIVATE 0.41
31300007 VAC PRIVATE 0.51
UN0164020 PUBLIC RIGHT OF WAY 27.65
UN1341036 PUBLIC RIGHT OF WAY 0.57
410

ESTIMATE OF PROPERTY TAX REVENUE & DISTRIBUTION
FOR THE FISCAL YEAR 2024/25
EXHIBIT 2024-01-A
LAFCO Project #: 2024-01
Project Name: City of South Lake Tahoe Clean-up Reorganization Annexation Per R&T Code Section: 99
Existing Tax Rate Area # (TRA): 075-025
Net Assessed Value Per Assessor: $1,172,570 Net
H/O Exemption Assessed Value: $7,000 Add back homeowners enter as positive Total Assessed Value Subject to AB-8: $1,179,570 Total
Estimated 1% Property Tax Revenue: $11,796
Estimated Estimated Proposed Proposed
Portion of Current Share Exchange of New Future
SBE Current Tax of Tax Levy in Tax Tax
County District Revenue Existing TRA Increment Increment Agency Tax Code Code (note 1) (note 1) Shares Shares
County General Fund 11101 N/A $3,920 33.2331% 0.4968% 33.7299% County Capital Outlay Fund 11111 N/A $81 0.6892% 0.0103% 0.6995% Road District Tax 11112 N/A $393 3.3350% -3.3350% 0.0000% City of South Lake Tahoe 12201 0004 $0 0.0000% 24.3355% 24.3355% CSA#3 - Mosquito Abatement 13102 0114 $90 0.7625% 0.0114% 0.7739% Happy Homestead Cemetery 14201 0049 $69 0.5834% 0.0087% 0.5921% Lake Valley Fire 14406 0058 $2,541 21.5456% -21.5456% 0.0000% Tahoe Joint Resource Conservation 14601 0051 $13 0.1085% 0.0016% 0.1101% No. 2000-01 SLT Rec Facility NA 0246 $0 0.0000% 0.0000% 0.0000% County Water Agency 14801 0207 $128 1.0881% 0.0163% 1.1044% CSA#3, Zone 1 (Ambulance) N/A 0116 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 2 (South Shore Snow Removal) N/A 0117 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 3 (Recreation) N/A 0118 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 4 (Soil Erosion) N/A 0119 $0 0.0000% 0.0000% 0.0000% CSA#10 N/A 0191 $0 0.0000% 0.0000% 0.0000%
CSA#10, Zone C - Waste Management N/A 0192 $0 0.0000% 0.0000% 0.0000% CSA#10, Zone F - Library N/A 0230 $0 0.0000% 0.0000% 0.0000% Total Local Agencies: $7,236 61.3454% 0.0000% 61.3454%
Lake Tahoe Unified School 15302 0044 $3,490 29.5886% 29.5886% Tahoe-Truckee Joint Unified School 15303 0042 $0
Lake Tahoe Community College 15401 0045 $840 7.1231% 7.1231% County School Services 15501 N/A $229 1.9429% 1.9429%
Tahoe-Truckee Joint Unified School SFID #2 N/A 0239 $0
Total School Agencies: $4,560 38.6546% 0.0000% 38.6546% Grand Total: $11,796 100.0000% 0.0000% 100.0000%
Note 1: Revenue estimates shown are PRE: SDAF, ERAF I, ERAF II, ERAF III, VLF Swap, and/or Triple Flip.

Filename: 2024-01 City of SLT Estimate Rev and Dist
Print Date: 10/14/2024
Completed By: Auditor-Controller, Property Tax Division

EXHIBIT C
411

ESTIMATE OF PROPERTY TAX REVENUE & DISTRIBUTION
FOR THE FISCAL YEAR 2024/25
EXHIBIT 2024-01-B
LAFCO Project #: 2024-01
Project Name: City of South Lake Tahoe Clean-up Reorganization Annexation Per R&T Code Section: 99
Existing Tax Rate Area # (TRA): 075-036
Net Assessed Value Per Assessor: $1,270,023 Net
H/O Exemption Assessed Value: $7,000 Add back homeowners enter as positive Total Assessed Value Subject to AB-8: $1,277,023 Total
Estimated 1% Property Tax Revenue: $12,770
Estimated Estimated Proposed Proposed
Portion of Current Share Exchange of New Future
SBE Current Tax of Tax Levy in Tax Tax
County District Revenue Existing TRA Increment Increment Agency Tax Code Code (note 1) (note 1) Shares Shares
County General Fund 11101 N/A $3,760 29.4397% 0.0447% 29.4844% County Capital Outlay Fund 11111 N/A $78 0.6106% 0.0009% 0.6115% Road District Tax 11112 N/A $377 2.9543% -2.9543% 0.0000% City of South Lake Tahoe 12201 0004 $0 0.0000% 21.9744% 21.9744% CSA#3 - Mosquito Abatement 13102 0114 $86 0.6755% 0.0010% 0.6765% Happy Homestead Cemetery 14201 0049 $66 0.5169% 0.0008% 0.5177% Lake Valley Fire 14406 0058 $2,437 19.0865% -19.0865% 0.0000% Tahoe Joint Resource Conservation 14601 0051 $12 0.0962% 0.0001% 0.0963% No. 2000-01 SLT Rec Facility NA 0246 $0 0.0000% 0.0000% 0.0000% County Water Agency 14801 0207 $123 0.9639% 0.0015% 0.9654% South Tahoe PUD 14806 0202 $1,457 11.4071% 0.0173% 11.4244% CSA#3, Zone 1 (Ambulance) N/A 0116 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 2 (South Shore Snow Removal) N/A 0117 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 3 (Recreation) N/A 0118 $0 0.0000% 0.0000% 0.0000% CSA#3, Zone 4 (Soil Erosion) N/A 0119 $0 0.0000% 0.0000% 0.0000% CSA#10 N/A 0191 $0 0.0000% 0.0000% 0.0000%
CSA#10, Zone C - Waste Management N/A 0192 $0 0.0000% 0.0000% 0.0000% CSA#10, Zone F - Library N/A 0230 $0 0.0000% 0.0000% 0.0000% Total Local Agencies: $8,397 65.7507% 0.0000% 65.7507%
Lake Tahoe Unified School 15302 0044 $3,348 26.2165% 26.2165% Tahoe-Truckee Joint Unified School 15303 0042 $0
Lake Tahoe Community College 15401 0045 $806 6.3113% 6.3113% County School Services 15501 N/A $220 1.7215% 1.7215%
Tahoe-Truckee Joint Unified School SFID #2 N/A 0239 $0
Sierra JT SFID #4 (Rocklin Campus Area) N/A 0274 $0
Total School Agencies: $4,374 34.2493% 0.0000% 34.2493% Grand Total: $12,770 100.0000% 0.0000% 100.0000%
Note 1: Revenue estimates shown are PRE: SDAF, ERAF I, ERAF II, ERAF III, VLF Swap, and/or Triple Flip.

Filename: 2024-01 City of SLT Estimate Rev and Dist
Print Date: 10/14/2024
Completed By: Auditor-Controller, Property Tax Division 412
413
414
770 Mays Blvd., #5030
Incline Village, NV 89451
530.368.1034
municipalmgmtsolutions.com
Donald Ashton
[email protected]
2150 River Plaza Drive #450
Sacramento, CA 95833-4136
T 916.925.6620
F 916.925.1127
hefner-law.com
Breann M. Moebius
[email protected]
September 27, 2024
Joe Irvin, City Manager VIA EMAIL ONLY
City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Re: Request to Revise Proposed Annexation (LAFCO Project No. 2024-01) Dear Mr. Irvin:

On behalf of our clients, Ouida Kyburz Garms and Faye Krull, individually and as co-trustees of the William Mosher, Sr. and Melba Mosher 1994 Revocable Trust and representatives of the Barton-Mosher family (collectively, “Family”), this letter requests that the City of South Lake Tahoe (“City”) revise its pending application with the El Dorado Local Agency Formation Commission (“LAFCO”) for annexation of 89 parcels (406.28 acres) and detachment from the Lake Valley Fire Protection District (LAFCO Project No. 2024-01). As detailed herein, the Family has been an integral part of El Dorado County (“County”) since arriving in 1846 at the urging of John Sutter and working tirelessly to develop a series of ranches that extended from the western edge of the County to Lake Tahoe. The Tahoe Valley Campground (“Campground”) located at 1175 Melba Drive is the Family’s remaining legacy after hundreds of acres of their landholdings have been sold and, in many instances, converted to public ownership and use. This letter requests that the City amend its annexation application to remove the Campground and adjacent publicly-owned open space parcels that are not intended for urban development while still ensuring the City achieves its objective of cleaning up its boundaries.

A. The Barton-Mosher Family Historic Landholdings
With family heritage linked to land throughout the County and the remaining Campground parcel, understanding the Family’s history helps illustrate the significance of the Campground and the Family’s current desire to remain within the unincorporated area. Ouida and Faye’s great-great-great-grandfather Samuel Kyburz and great-great415 Barton-Mosher Family
Request to Revise Annexation
September 27, 2024