ORANGE COUNTY FIRE AUTHORITY - 2012 ESCROW

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On or after July 1, 2014, CITY may present information to the OCFA Board of Directors that the City's financial condition has improved such that the need for the Security has changed and that the requirement for the Security should be reduced, eliminated or otherwise modify the requirement of this Section VII. 4." C. CITY desires to meet the obligation set forth in Section VILA. of said Agreement, by entering into this Escrow Agreement with OCFA as beneficiary, funded with cash in the amount of one full monthly payment for services provided by OCFA pursuant to said Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: Section 1. Appointment of Escrow Agent. CITY and OCFA hereby appoint Escrow Agent to act as escrow agent in accordance with the terms and conditions set forth herein, and Escrow Agent hereby accepts such appointment. Section 2. Establishment of Escrow Account. Escrow Agent shall open and maintain an escrow account on the terms and conditions set forth herein (the "Escrow Account"). The Escrow Funds (as defined below) held in the Escrow Account shall not bear interest independently of the interest, dividends and other distributions and payments that may arise from Permitted Investments (as defined below) made pursuant to Section 5 hereof. Section 3. Wire Instructions. Wire transfer instructions for sending the Escrow Funds, as hereinafter defined, to Escrow Agent are as follows: Grandpoint Bank ABA: 122244566 Account: 6002158 Account Name: City of Santa Ana/OCFA Attention: Larry A. Sallinger, EVP Section 4. Deposits into the Escrow Account. CITY simultaneously with or within three Business Days after the execution and delivery of this Agreement will make a deposit with Escrow Agent in the sum of $2,867,470.50 in immediately available funds (the "Escrow Funds"), which Escrow Funds shall be held by Escrow Agent under the terms and conditions set forth herein. In addition, in accordance with Section VII. 4. of the Fire Services Agreement, on or before July 1, 2013, and thereafter on or before July 1 of each succeeding year, CITY shall make a deposit with Escrow Agent in immediately available funds in a sum necessary to cause the amount of Escrow Funds to equal the Security required by the Fire Services Agreement, which deposit shall be added to and considered part of the Escrow Funds. The Escrow Funds, plus all interest, dividends and other distributions and payments thereon received by Escrow