2015/08/05 Council Agenda Packet

Property Schedule No. 1 Master Tax -Exempt Installment Purchase Agreement This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax -Exempt Installment Purchase Agreement (the "Master Agreement"), dated as of August 07, 2015, between U.S. Bancorp Government Leasing and Finance, Inc., and City of Everett. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Purchaser in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule is August 07, 2015. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Purchaser shall not remove such property from the locations set forth therein without giving prior written notice to Seller. The Installment Payment Schedule for this Property Schedule is set forth in Exhibit 1. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. 4. Opinion. The Opinion of Purchaser's Counsel is attached as Exhibit 2. 5. Purchaser's Certificate. The Purchaser's Certificate is attached as Exhibit 3. 6. Proceeds. Exhibit 4 has been intentionally omitted. 7. Acceptance Certificate. Exhibit 5 has been intentionally omitted. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Installment Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment. 9. Private Activity Issue. Purchaser understands that among other things, in order to maintain the exclusion of the interest component of Installment Payments from gross income for federal income tax purposes, it must limit and restrict the rights private businesses (including, for this purpose, the federal government and its agencies and organizations described in the Code § 501(c)(3)) have to use the Property. Each of these requirements will be applied beginning on the later of the Commencement Date or date each portion of the Property is placed in service and will continue to apply until earlier of the end of the economic useful life of the property or the date the Agreement or any tax-exempt obligation issued to refund the Property Schedule is retired (the "Measurement Period'. Purchaser will comply with the requirements of Section 141 of the Code and the regulations thereunder which provide restrictions on special legal rights that users other than Purchaser or a state or local government or an agency or instrumentality of a state or a local government (an "Eligible User) may have to use the Property. For this purpose, special legal rights may arise from a management or service agreement, lease, research agreement or other arrangement providing any entity except an Eligible User the right to use the Property. Any use of the Property by a user other than an Eligible User is referred to herein as "Non -Qualified Use". Throughout the Measurement Period, all of the Property is expected to be owned by Purchaser. Throughout the Measurement Period, Purchaser will not permit the Non -Qualified Use of the Property to exceed 10%. 10. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 11. Expiration. Seller, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Seller at its place of business by August 25, 2015. IN WITNESS WHEREOF, Seller and Purchaser have caused this Property Schedule to be executed in their names by their duly authorized representatives — ^' the Commencement Date above. Seller: U.S. Bancorp Government Leasing and Finance, Inc. B: Name: Title: Purchaser: City of Everett Name: Title: Attest: B Name: T iVe: 67