14. Adopt Reso Authorizing a Master Equipment Lease Purchase Agrmt and Approving the Purchase of Two Road Rescue Ambulances

AGENDA MEMO

APPROVED BY

CITY MANAGE
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCILTO:

FROM:OFFICE OF THE CITY MANAGER
BY: ANTHONY HILDEBRAND, FIRE CHEIF
DATE: JULY 8, 2025
SUBJECT: ADOPTION OF A RESOLUTION AUTHORIZING THE EXECUTION AND

DELIVERY OF A MASTER EQUIPMENT LEASE PURCHASE AGREEMENT

AND APPROVING RELATED DOCUMENTS AND ACTIONS FOR THE
PURCHASE OF TWO (2) ROAD RESCUE AMBULANCES

EXECUTIVE SUMMARY
The City Council will consider approving the finance agreement with Community Leasing Partners for the purchase of two Road Rescue ambulances. Downey ambulances have a frontline service life of 5 years, and a reserve service life of 5 years, for a total service life of 1 0 years. Two (2) of Downey’s 4 frontline ambulances have been in frontline service since 2018, for over 7 years. These new ambulances will replace the seven-year-old frontline ambulances in the Downey Fire Department fleet

RECOMMENDATION
That the City Council

1. Approve the financing agreement with Community Leasing Partners for the purchase of two Road Rescue ambulances in the amount of $674,138 and authorize the City Manager, or his designee, to execute the financing agreement; and

2. Adopt Resolution No. 25-8311, authorizing execution and delivery of a Master Equipment Lease Purchase Agreement and approving related documents and actions for the purchase of two (2) Road Rescue Ambulances

BACKGROUND
The Downey Fire Department responds to roughly 9,000 medical emergencies each year, Every medical emergency requires City staff to respond, in an ambulance, to provide care, assist with the medical needs of the citizens, and transport patients to the hospital Currently, the ambulance fleet has a 19-year-old ambulance with 102,000 miles and a 14-year-old ambulance with 148,000 miles, Both ambulances are used as reserve

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY AUTHORIZING EXECUTION

AND DELIVERY OF A MASTER EQUIPMENT LEASE PURCHASE AGREEMENT AND APPROVING

RELATED DOCUMENTS AND ACTIONS
JULY 8, 2025
PAGE 2
apparatus and put in service when a front-line ambulance goes out of service for maintenance or repair, and when community needs indicate a need for putting an additional ambulance in service.

The two new ambulances will be utilized as frontline units and will be in service every day, When they get added to the fleet and put in service, the two oldest ambulances will be removed from the fleet for appropriate disposition. At that time, staff will designate two ambulances, currently being used as frontline units, to be placed in reserve status

ANALYSIS
Road Rescue, a subsidiary of REV Engineering, produces the highest quality emergency medical transport vehicles in the country, The current fleet of Downey Fire Department ambulances are all Road Rescue, and have been designed to meet the unique needs of the Downey Fire Department' The Ultramedic 168 model that has been selected provides excellent response capabilities and superior safety features, ensuring the highest level of patient and firefighter safety.

The five year financing agreement to purchase these ambulances, through Community Leasing Partners, commences upon the delivery of the vehicles. This is estimated to be August 1, 2026,
These two Road Rescue ambulances have been secured through Sourcewetl. Sourcewell replaces the traditional Request for Proposal (RFP) process by using cooperative purchasing contracts that have already been competitively solicited, evaluated, and awarded in compliance with public procurement laws. The attached proposal from Emergency Vehicle Group Inc, reflects discounted pricing through Sourcewell Contract #122123-RVG

CITY COUNCIL PRIORITIES
Fiscal Responsibility
Quality of Life. Safety & Infrastructure
Public Engagement

FISCAL IMPACT
Approval of the recommended action will result in an annual expenditure of $ 1 57,351 from account Measure S Debt Service Account No. 354-2610-0611to Community Leasing Partners, beginning in Fiscal Year 2026-2027, This expenditure was approved in the Fiscal Year 2025-2026 operating budget. This expenditure will be carried over to the

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY AUTHORIZING EXECUTION

AND DELIVERY OF A MASTER EQUIPMENT LEASE PURCHASE AGREEMENT AND APPROVING

RELATED DOCUMENTS AND ACTIONS
JULY 8, 2025
PAGE 2
Fiscal Year 2026-2027 operating budget and included in future years through the five- year term of the lease purchase agreement

ATTACHMENTS
Attachment A: A Resolution of the City Council of the City of Downey authorizing execution and delivery of a master equipment lease purchase agreement and approving related documents and actions
Attachment B: Master Equipment Lease Purchase Agreement Attachment C: Bid proposal from Emergency Vehicle Group

RESOLUTION NO. 8311
PAGE 4

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the financing authorized by this Resolution. Such good faith estimates have been provided to the City, based on market interest rates prevailing at the time of preparation of the Estimated Principal Amount, Community Leasing Partners
Principal Amount. The Lender has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal component of the Rental Payments paid under the Lease Purchase Agreement is $674,137.70 (the “Estimated Principal Amount").

True Interest Cost. The Lender has informed the City that its good faith estimate of the true interest cost of the financing, which means the rate necessary to discount the amounts payable on the respective Rental Payment dates to the principal components of said Rental Payments is

5.264cya
Finance Charge. The Lender has informed the City that its good faith estimate of the finance charge for the financing, which means the sum of all fees and charges paid to third parties (or costs associated with the financing) (the “Finance Charge"), is $112,619.50 Amount of Proceeds to be Received. The Lender has informed the City that its good faith estimate of the amount of proceeds, where proceeds is the value of the Equipment being delivered to the City, expected to be received by the City in connection with the financing, less the Finance Charge as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the financing, is $674,137.70.

Total Payment Amount. The Lender has informed the City that its good faith estimate of the total payment amount, which means the sum total of all Rental Payments made pursuant to the Lease Purchase Agreement, plus the Finance Charge as described above not paid with the proceeds of the financing, calculated to the final term of the Lease Purchase Agreement, is $786,575.20
The foregoing estimates constitute good faith estimates only. The actual aggregate sum of principal components of the Rental Payments, the true interest cost thereof, the Finance Charge, the amount of proceeds received from the financing, and the total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of financing being different from the date assumed for purposes of such estimates, (b) the actual aggregate sum of the principal components of the Rental Payments being different from the Estimated Principal Amount, (c) the actual amortization of the Rental Payments being different than the amortization assumed for the purposes of such estimates, (d) the actual market interest rates at the time of financing differ from those estimated for purposes of such estimates, (e) other market conditions or (D alterations in the City’s financing plan, or a combination of such factors, The actual date of the financing and the actual aggregate sum of the principal components of the Rental Payments will be determined by the City based on market conditions and other factors. The actual interest rate may depend on market interest rates at the time of financing. The actual amortization of the Rental Payments may also depend, in part, on market interest rates at the time of financing Market interest rates are affected by economic and other factors beyond the control of the City

OMMUNITY

LEASING

PARTNERS
DvskncfCwwnty FaWaakI
215 S. Seth Child Road
Manhattan, KS 66502
Phone: 888.777.7850
Fax: 888.777.7875
www.clpusa.net
June 20, 2025
Anthony Hildebrand
City of Downey
11111 Brookshire Avenue
Downey. CA 90241
RE: Financing for Two (2) New Road Rescue Ambulances
Thank you for the opportunity to work with City of Downey on your financing project! This package includes the documentation with instructions to complete financing of the equipment.

Community First National Bank is listed as Lessor to this Agreement, Community Leasing Partners is a division of Community First National Bank and is the exclusive marketing, origination and placement agent for the bank, Please return all documents with original signatures by 7/15/2025 to avoid any potential change in the payments or interest rate
This Agreement requires three different signers from the City of Downey and an attorney’s opinion letter, Signer 1 - Hector Sosa. Mayor
Signer 2 - Alicia M. Duane, City Clerk
Signer 3 - John M, Funk, City Attorney
Upon receipt of all listed documents; delivery of the equipment and your approval of the equipment invoice; we will remit payment to the vendor. This transaction is subject to acceptance of the documentation and final review and approval by the Lessor.

If you have any questions regarding the documentation, please feel free to contact me at 888.777.7850.

Dear Anthony
Respectfully ,
Ciru£l
Cindy Turner
Assistant Mce President-Leasing Operation

Documentation Instructions
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MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
All Signers - sign where indicateda
Exhibit A – SCHEDULE OF EQUIPMENT
All Signers . sign where indicated
Attachment I – EQUIPMENT DESCRIPTION
Provide physical location where the equipment will be kept after delivery/installationa Attachment 2 -PAYMENT SCHEDULE
All Signers - sign where indicated8
Exhibit B – LESSEE RESOLUTION
Print the date the Resolution is being signed
Print the date of the meeting in which the financing was approved a
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Hector Sosa - sign as “Authorized Signer”
Complete the lessee’s fiscal year start and end months
Alicia M. Duarte - attest the Resolution as “Attested By” John M. Funk - certify the Resolution as “Certified By- 0 n
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Exhibit C . OPINION OF COUNSEL
Request your legal counsel provide an Opinion of Counsel using the example provided: retyped on his/her letterhead with their signature (if counsel would like changes, he/she must first contact CLP) a
Exhibit D . ACCEPTANCE CERTIFICATE
All Signers - sign and date where indicated–if delivery is not immediate, do not signa

TITLE REGISTRATION & SECURITY INTEREST CERTIFICATION
D All Signers - sign where indicated

BANK QUALIFIED CERTIFICATE
a All Signers - sign where indicated

INSURANCE COVERAGE REQUIREMENTS
Provide Agent’s contact informationa
All Signers - sign where indicateda

INVOICE INSTRUCTIONS
Complete contact information for payment billing invoicesF

NOTICE OF ASSIGNMENT
E All Signers - sign where indicated

ESCROW AGREEMENT
E All Signers - sign where indicated
Exhibit A. PAYMENT REQUEST FORM/ SIGNATURE CARD
All Signers - sign where indicated

TAX COMPLIANCE WITH NO ARBITRAGE
a All Signers a - sign and date where indicated
8038 . IRS Form
: Verify employer identification number in Box 2, Complete Boxes 10a & 10b a Hector Sosa - sign and date where indicated under -Signature and Consent CondItIons to FundIng
If. for any reason: (i) the required documentation is not returned by 7/19:2025, or has unres<ived issues relating thereto. or (ii) on. or prior to the return of the documentation, there is a change of circumstances which adversely affects the expectations. rights or security of the Lesser or its assignees; then Lesser or its asslgnees reserves the right to adjust the quoted interest rate or withdrawNoid its offer to fund this transaction in its entIrety.

This contract is being issued b8sed upon review of credit and financial materials provided by lessee that resulted in a credit 8pprvv81 decision. CLP is committed to working with the lessee on thIS trans8cbon throughout the entire process. Failure to complete the lease in its entirety may result in a S500 documentation fee being charged_ This fee is for credit analysis, draRing of the contract. overnight services and expenses incurred in processIng this agreement.

MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
LESSEE: City of Downey
This Master Equip#nent Lease Purchase Agreement, Including all exhibits and schedules hereto whether currently in existence or hereafter executed (the “AgreemenP), dated as of 7/10/2025, and entered into between Community First National Bank 215 S.

Seth Child Rd, Manhattan, KS 66502 (-Lessor’), and City of Downey, 11111 Brookshire Avenue, Downey, CA 90241 a body corporate and politic duly organized and existing under the laws of the State of California (-Lessee-); RECrrALS
WHEREAS. Lessee desires to lease from Lessor certain equipment described in the schedules to this Agreement, substantially in an form of Exhibit A hereto. that are executed from time to time by the parties hereto (such schedules are hereby incorporated herein and are hereinafter collectively referred to 8s the 'Schedules-. and the items of equipment leased to Lessee hereunder. together with all substitutions. proceeds. replacement parts, repairs. additions, attachments, accessories and replacements thereto, thereof or therefore. are hereinafter collectively referred to as the -Equipment-) subject to the terms and conditions of and for the purEx>ses set forth in this Agreement.

WHEREAS. the relationship between the parties shall be a continuing one and items of equipment may be added to or deleted from the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein WHEREAS. Lessee is authorIzed under the constitution and laws of the State to enter into this Agreement for the purposes set forth herein NOW. THEREFORE, for and in consideration of the premises hereinafter contained. the parties hereby agree as follows ARTICLE 1. REPRESENTATIONS. WARRANTIES AND COVENANTS OF LESSEE Section 1.01. Lessee represents. covenants and warrants. for the benefit of Lessor and as 8ssiqnees, as follows:
(a) Lessee is a public body. corporate and politic. duty organked and existing under the Constitution and laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and affect its existence as a body corporate 8rxi politic.

Lessee is a political subdivision of the State within the meaning of Section 103(a) of the Code or a constItuted authorIty authorized to issue obligations on behalf of a state or bcal govemmental unit within the meaning of the regulations promulgated pursuant to said Section of the Ccxle (c) Lessee has full power and authority under the Constitution and laws of the State to enter into this Agreement and the transactions contemplated hereby. and to perform all of its obligations hereunder (d) Lessee has duty authorized the execution and del Rely of this Agreement by proper action by its governing body at a meeting duly called, regularly convened and attended throughout by the requisite majority 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 enforceability of this Agreement (e) Lessee has complied or will comply with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment.
(f) During the Lease Tem. the Equipment will be used by Lessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or bUSIness of any person or entity other than Lessee
(g) During the Lease Term, Lessee will annually provide Lesser with current financial statements, budgets. proof of appropriation for the ensublg fIScal year and such other financial information relating to the 8bility of Lessee to continte this Agreement as may be reasonably requested by Lessu. (h) The Equipment will have a useful life in the hands of Lessee that is substantially in excess of the Original Term and all Renewal Terms (i) The Equipment is. and during the Lease Term will remain personal property and when subjected to use by the Lessee. will not be or become fixtures
a) The Equipment is essential to the functiul of the Lessee and the sevias provided to its citizens. and will be used throughout the peri<xi that this Agreement is in force for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of its authorIty
(k) During the term of this Agreement. Lessee will not dispose of or sell any part of the Equipment. (1) Lessee has not terminated a lease. rental agreement. installment purchase contract. or any other such agreement in the past five (5) years as a result of insufficient funds bing appropriated for payments due under such an agreement (m) This Agreement constitutes the legal, valid and binding obligation af Lessee enforceable in accordance with its terms. except to the extent limit<i by applicable bankruptcy. insolvency. reorganization or other laws affecting credRors’ rights generally. (n) 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) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due during the current fiscal year and to meet its other obligations under this Agreement for the current fisH year. and such funds have not been expended for other purposes. (p) There is no action. suit. proceeding. inquiry or investigation. at law or in equity, More or by any court, public board or body. pending or thre8tened against or affecting Lessee. nor to the best knowledge of Lessee is there any basis therefore. wherein an unfavorable decision. ruling cx finding would materially adversely affect the transactions contemplated by this Agreement or any other dcx:ument. agreement or certtfiate which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement or materially adversely affect the financial condition or properties of Lessee,
(q) Ail authorizations. consents and approvals of governmental txxtes or agercies required in oonnectiul with the execution and delivery by Lessee of this Agreement or in connection with the carTying out by Lessee of its obligations hereunder have been obtained (r) The entering into and performance of this Agreement or any other document or agreernent contemplated hereby to which Lessee is or is to be a party will not violate any judgment. order. law or ngulabon applicable to Lessee or result in any breach of. or constitute a default under. or result h the cre8tiuI of any lien. charge. security interest or other encumbrance on any assets of Lessee or the Equipment pursuant to any indenture. mortgage. deed of trust. bank loan or credit agreement or other instrument to which Lessee is a party or by which it or ItS assets may tn bound except as herein provided
ARTICLE II. DEFINITIONS
Section 2.01. The following terms will have the meanings indIcated below unless the oontext clearly requires otherwise:
'Agreement: mears this Master Equipment Lease Purchase Agreement. indtxiing the Schedules and any other schedule. exhibIt or escrow agreement made a part hereof by the parties hereto. whether currently in existence or hereafter executed. as the same may tn supplemented or amended from time to tIme in accordance with the terms hereof
-Ccxle- means the Internal Revenue Code of 1986. as amended, and the Unita States Treasury Regulations in effect thereunder. -Commencement Date- means. WIth respect to any Schedule, the date when the Lease Term of this Agreement with respect to that Schedule and Lessee's I N MII ni Ctrl

obligation to p8y rent under tha Schedule wnmence. which date WIll tn the earlier of (i) the date of the Agreement. or (ii) the date on WhICh sufficIent moneys to purchase the Equipment are deposited for that pu®ose wtth an Esaaw Agent •Equipmenr means the property described in the Schedules and all replacements. substitutions. repairs, restorations. modificatiuls, attachments accessions. addition and improvements thereof or thereto. Whenever reference is made in this Agreement to Equipment listed in a Schedule. that reference shall in deemed to include all rerlacements. repairs, restoratIons. m(xltfic8tions 8rxi improvements of or to that Equipment. -Event of Defautf means. with respect to any Lease. an Event of Default descritnd in Section 10.01 -Escraw Agreemenr means. wRh respect to a given Schedule. an escrow agreement in form and substance satisfactory to Lessor, between Lessee. Lessor and an escrow agent relating to the acquisition fund created thereunder. 'Le8se- means. at any tIme. (i) if none of Lessor’s interest in. to and un&r any Schedule has been assigned pursuant to Section 9.01, or if all of Lessor's interest in, to and under thIS Agreement and all Schedules have been assigned to the same assignee without any reassignment. this Agreement. or (ii) if Lessor's interest in, to and under any Schedule or Schedules has been assigned or reassigned pursu8nt to Section 9.01. all Schedules that have the same Lessor 8nd this Agreement as it relates to those Schedules amI the Equipment listed therein, which shall constitute a separate single lease relatIng to that Equipment
•Lease Term- means. with respect to 8ny Lease. the OIIgInal Term and all Renewal Terms of that Lease -Lessee- means the entity which s described in the first paragraph of this Agreement. its successors and assigns 'Lessor- means, with respect to each Schedule and the Le8se of which that Schedule is a part. (i) if Lessor’s interest in. to and under that Schedule has not been assigned pursuant to Section 9.Ol. the entity described as such in the first paragraph of this Agreement or its successor. or (ii) if Lessor’s interest in to and under that Schedule has ben assigned pursuant to Section 9.01. the assignee thereof or its successor 'Net Proceeds- means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deductlng all expenses (including attorneys' fees) incurred in the collection of such claim or award •Original Term- means. with respect to any Lease, the period from the first Commercement Date for any Schedule under that Lease until the end of the fiscal year of Lessee in effect at that Commencement Date •Purchase Option Prbe- means. with respect to the Equipment listed on any Schedule, the amount set forth in that Schedule as the Purchase Option Price for that Equipment
'Renewal Terms• means. with respect to any Lease. the automatic renewal terms of that Lease, as provided for in Article III of thIS Agreement, each having a duration of one year and a term caextensive with the Lessee's fiscal year except the last of such automatIC renewal terms which shall end on the due date of the last Rental Payment set forlh in the Schedule.
'Rental Payments- means the basic rental payments payable by Lessee pursuant to Section 4.02. -State- means the state in which Lessee is located
'Vendor- means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessee purchased or is purchasing the Equipment
ARTICLE III. LEASE TERM
Section 3,01, Lease of Equipment. Lessor hereby demises. leases and lets to Lessee, and Lessee rents. leases and hires from Lesser. the Equipment listed in each Schedule in accordance with this Agreement and that Schedule for the Lease Term for the Lease of which that Schedule IS a part The Lease Term for each Lease may be continued at the end of the Original Term or 8ny Rerewal Term for an additional Renewal Term: provIded, however. that at the end of the Original Term and at the end of each Renewal Term. Lessee shall be deemed to have continued that Lease for the next Renewal Term unless Lessee shall have terminated that Lease pursuant to Section 4.05 or SectIon 5.04. 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 Schedules. Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment. and Lessee shall during the Lease Term peaceably and quietly have and hold and enjoy the Equipment. without suit, trouble or hindrance from Lessor. except as expressly set forth in this Agreement SectiQn 3.02. Continuation of Lease Term. Lessee currently Intends. subject to Sactlon 4.05, to continue the Lease Term for each Lease through the Original Term and all of the Renewal Terms and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficIent to make all Rental Payments during the Lease Term for each Lease can be obtained. The responsible financial officer of Lessee shall do all things lawfulIY within his or her power to obtain and maintain funds from which the Rental Payments may be made. including making provision for the Rental Payments to the extent necessary in each proposed annual tudget submitted for approval in accordance wIth 8pplicable procedures of Lessee and to exhaust all available reviews and appeals in the event such portion of the budget IS not approved. Notuithstanding the foregoing. the deaston whether or not to budget or apHopnate funds or to extend a Lease for 8ny Renewal Term is solely within the discretiul of the then current governing b(xi)' of Lessee Sectiwl 3.03. Return of Equipment on Termination. Upon expiration or ead ter termination of any Schedule under any provISIon of this Agreement at a tIme when Lessee does not exercise its option to purchase the Equipment described in that Schedule under the provisions of thIS Agreement. Lessee shall deliver at Lessee's expense, the Equipment described in that Schedule to Lessor in the same condition as existed at the Commencement Date, ordinarY wear and tear expected, packaged or otherwise prepared in a manner suitable by shipment by truck or rail common carrier at a location specified bY Lessor Section 3.04. Conditions to Les§Qr’S Performance under Schedules. As a prerequisite to the performance by Lesser of any of its obligations pursuant to the executIon and delivery of any Schedule. Lessee shall deliver to Lesser the fdlowing (a) A Lessee Resolution executed by the Clerk or Secretary or other comparable officer of Lessee. in substantially the form attached hereto as ExhIbit

8. completed to the satisfaction of Lessor,
(b) An Opinion of Counsel to Lessee in substantIally the form attached hereto as Exhibit C respecting such Schedule and otherwise satisfactory to Lessor
(c) All documents. inclUdIng financing statements. affidavits. notIces and SImilar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time
(d) Such other Items. if any. as are set forth in such Schedule or are reasonably required by Lessor This Agreement is not a commitment by Lessor to enter into any Schedule not currently in existence. and nothing in this Agreement shall tn construed to Impose any obligation upon Lessor to enter into any proposed Schedule. it being understocxi that whether Lessor enters into any proWsed Schedule shall be a decision solely within Lessor's discretion
Lessee will cooperate with Lessa in Lessor's review of any proposed Schedule. Without limiting the foregoing. Lessee WIll provide Lessor Mth any documentation or information Lessor may request in connectiul with Lessor's review of any proposed Schedule. Such documentation may include. without limitation, documentaUon conceming the Equipment and its cultemplated use and Nation and documentation or information concerning the finandal status of Lessee and other matters related to Lessee
ARTICLE IV. RENTAL PAYMENTS
Section 4.01. Rental Payments to Constitute a Current ExPense of Lessee, Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable consUtution81 or statutory limItations or requirements concerning the creatIon of indebtedness by Lessee. nor shall anything contained hereIn constItute a pledge of the general tax revenues. funds or monies of Lessee SeQtiQn 4.02. Payment of Rental P9yments. Lessee shall pay Rental Payments, from any and all legally avaIlable funds. In lawful money of the United States of America, exclusively to Lessor or. in the event of assIgnment by Lessor. to its assignee. in the 8mounts and on the dates set forth in each Schedule Rental Payments shall be in cor6ideration for Lessee's use of the Equipment during the applicable year in which such payments are due. The Rental Payments will be p8yable without notice or demand at the office of Lessor (or such other place as Lessor may from time to time designate in wnting). If anY Rental Payment or other sum payable under any Schedule IS not paid when due, Lessee shall pay to Lessor accrued interest on such delinquent amount from the date due thereof until paid at the lesser of 18% or the maximum rate allowed by law. In the event that it is determIned that any of the interest

cx>mponents of Rental Payments may not be excluded from grins income kx purposes c#f mr repairs. replacements and renewals. Lessor shall have no responsibility in any of these matters. or for the making of improvements or additions to the Equipment. Lessee shall not make material ITX)dtfications to the Equipment without the prior consent of Lessor Section 6.Q4. Liens, Taxes, Other Governmental Charges end Utility Ch8rQes. Lessee shall keep the Equipment tree of all liens, charges and encumbr8nces except those cra8ted by this Agreement. The parties to this Agreement contemplate that the Equipment will tn used for a gavemrnent81 or proprietary purpose of Lessee and, therefore, that the Equipment wIll tn exempt fran all taxes presently assessed and levied with respect to personal property. In the event that the use. possession or acquisition of the Equipment is found to be subjecl to taxation in any form (except for ircome taxes of Le uor). Lusee will pay. as the same respectively come due. all taxes and governmental charges of any kind whatsmver that may at any bme be lawfully assused or kvied against or with respect to the Equipment and any equipment or other profnrty acquired by Lessee in substitution for . as a renewal or replacement d. or a modifcation. improvement or addition to the Equipment. as well as all gas. water. steam. electricity. heat. power. telephone. UtiIIty and other charges incurred in the operation. maintenance. use, occupancy and upkeep of the Equipment; provided that. with respect to any governmental charges that may lawfully be paid in installments over a period of years. Lessee shall be obligatai to pay only such installments as have accrued during the Lease Term. Lessee will take no action that will cause the interest portion of any Rental payment to become indud8ble in gross income of the recipient for purposes of federal income taxation under the Ccxle, and Lessee will take. and will ause its offiars. employees amI agents to take. all affirmatIve action legally within its power to prevent such interest from being includ8ble in gross income for purposes of federal income taxation under the Cale. Lessee acknowledges that Lessor's yield with respect to this Agreement is dependent upon the interest component of each Rental Payment being excluded from Lessor’s income pursuant to the Code
Sectiul 6.05. Provisions Regarding Insurance. At its own expense. Lessee shall maintain (a) casualty insurance InsurIng the Equipment against loss or damage by fire and all other risks mvered by the standard extended coverage endorsement then in use in the State. and any other risks re8sonably required

by Lessor. in an amount at le8st equal to the replacement cost of the Equipment. (b) liability irBurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor and (c) workers' compensation coverage as required by the l8ws of the State; provided that. with Lessol’s prior written consent Lessee may self-insure against the risks described in clauses (8) and (b): provided farther that. if Lessor provides such consent Lessee shall provide to Lessor information with respect to such self-insurance program as Lessor may request from time to time. All insurance proceeds from casualty losses shall be payable as hereinafter provided. Lessee shall furnish to Lessor certificates evidercing such coverage throughout the Lease Term. All such casualty and IIability insurance shall be with insurers that are acceptable to Lessor, shall name Leuor as a loss payee and an additional insured. respectively, and shall contain a provision to the eBect that such insurance shall not be canceled or mcxlified materially without first giving written notice thereof to Lessor at least 30 days in advance of sub cancellation or modification. All such casualty insurance shall contaIn a provision making any lenses payable to Lessee and Lessor as their respective Interests may appear
Section 6,06. Adv8nce£ in the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in gocxl repair and operating condition. Lessor may (but shall be under no obligation to) purchase the required insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefore by Lessor shall constitute additional rent for the then4unent Original Term or Renewal Term. and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date advanced until paid at the rate of 18% per annum or the maximum interest rate permitted by law, whichever is ess
ARTICLE VII. DAMAGE. DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS Section 7.01. Risk of Loss . Lessee is responsible for the entire risk of loss of or damage or destruction to the Equipment. No such loss, damage or destruction shall relieve Lessee of any obligation under this Agreement or any Lease Section 7.02. Damage, Destruction and Condemnation. If (a) the Equipment listed on any Schedule or any portion thereof is destroyed, in whole or in part. or is damaged by fire or other casualty or (b) titJe to, or the temporary use of. the Equipment or any part thereof shall be taken under the exercise of the FDwer of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authorIty, Lessee and Lesser will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt replacement, repair, restoration. modification or improvement of that Equipment. unless Lessee shall have exercised its option to purchase that Equipment pursuant to Section 5.CH. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee.

Section 7.03. InsqffLcLqrLcy_,of Net Proceedg, if the Net Proceeds are insufficient to p8y in full the cost of any replacement. repair. restoration, modification or improvement referred to in Section 7.02. Lessee shall either complete such replacement. repair. restoration. modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds. unless Lessee. pursuant to Section 5.04. purchases Lessor’s interest in the Equipment destroyed damaged or taken and any other Equipment listed in the same Schedule. The amount of the Net Proceeds. if any, remainIng after completing such repair. restoration. modification or improvement or after purchasing Lessor’s interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section. Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee be entItled to any diminution of the amounts payable under Article IV
ARTICLE VIII. DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES: USE OF THE EQUIPMENT SectiQn 8.01. Disclaimer of Warranties. LESSEE HAS SELECTED THE EQUIPMENT AND THE VENDORS. 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 THE EQUIPMENT. OR WARRANTY OR REPRESENTATION WITH RESPECT THERETO. In no event shall Lessor be liable for an incidental. indirect. special or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, functioning or Lessee's use of any item or products or service provided for in this Agreement.

Section 8.02. Vendor’s Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term. so long as Lessee shall not be in default hereunder. to assert from time to time whatever claims and rights. including warranties of the Equipment. which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for the breach of such warranty. indemnification or representation shall be against the Vendor of the Equiprnent, and not against Lessw. nor shall such matter have any effecl whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receIve full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes. and has made no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment, §_estion 8.03. Use of the Equipment. Lessee will not install. use, operate or maintain the Equipment improperly. carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. 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 (including, without limitation. with respect to the use. maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operations involving any item of Equipment may extend and any legislative. executive. administrative or judicial body exercising any power or jurisdIction aver the items of the Equipment; provided, however. that Lessee may contest in 9(xxI faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor. adversely affect the title of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement Section 8.04. Essential Nature of the EquIpment. Lessee confirms and affirms that the Equipment is essential to the functIon of Lessee and the services provided to its citizens, that there is an immediate need for the Equipment which is not temporary or expected to diminish in the foreseeable future. and that Lessee will use substantially all the Equipment for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of its authority.

ARTICLE IX. ASSIGNMENT. SUBLEASING. INDEMNIFICATION. MORTGAGING AND SELLING $ectiQn 9.01. Assignment by Lessor. Lessor’s interest in, to. and under this Agreement; any Lease and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor at any time subsequent to its execution. Lessee hereby agrees to maintain a written record of each such assignment in form necessary to comply with Section 149(a) of the Cale. No such assignment shall be binding on Lessee until it has received written notice from Lesser of the 8ssignment disclosing the name and address of the assignee. Lessee agrees to execute all documents, including chanel mortgages or financing statements that may tn reasonably requested by Lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right to 8nd shall not assert against any 8ssignee any claim. counterdaim. defense. setoff or other right Lessee may from time to time have against Lessor.

Sectiul 9.02. Assignment and SutNea§inq by Lessee. None of Lessee's interest in. to and under this Agreement and in the Equipment may be sold. assigned, subleased. pledged or otherwise encumbered by Lessee without the prior written consent of Lessor.

Section 9.03. Release and Indemnificatlon Covenants. To the extent permitted by law. Lessee shall indemnify. protect. hold harmless, save and keep harmless Lessor from and against any and all liabilities. obligations. losses, claims and damages whatsoever. regardless of cause thereof. and all expenses in connection therewith (including. without limitation. counsel fees and expenses. penalties connected therewith imposed on interest received) arising out of or as (8) result of the entering into of this Agreement. (b) the ownership of any item of the Equipment. (c) the manufacture. ordering. acquisition. use operation. condition, purchase, delivery. rejection. storage or return of any item of the Equipment. (d) or any accident in connection with the operation, use condition. possession. storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, 8nd/or (e) the breach of any covenant herein or any material misrepresentation contained herein, The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the terminatIon of the Lease Term for any reason v fl N \{IIn iCitH

ARTICLE X EVEMrs OF DEFAULT AND REMEDIES
Section 10.01. Events of Default Mined. Subject to the provisions cf SectIon 4.05, any of the bllowing events shall constitute an -Event of Defautr urxler any Leue
(8) Failure by Lessee to pay any Rental Payment or other payment requbed b tn paid under that Lease at the time specified in that Lease (b) Failure by Lessee to observe and perform any covenant, conditkn or agreement on its part to be observed or performed under that Lease, other than as referred to in subparagraph (8) aIx>ve. for a peacH of 30 days 8nerwritt©l notice srnciQing such failure and requesting that it be remedied is given to Lessee by Lessor. unless Lessor shall agree in writing to an eMersOn of sub time prior to its expiration; providaJ that. if the failure stated in the notice cannot be corTected within the 8ppliable pericxl. Le=or will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable pericxi and diligently pursued until the default b corrected Any statement. representation or warranty male by Lessee in or pursuant to that Lease or its execution. deIIvery or performance shall prove to(C) have been f8lse. incorrect. mislealing u breached in any material respect on the date when made Any provisbn of that Lease shall at any time for any renon cease to te valid and binding on Lusee. u sh8ll be declared to be null and vcSd, or the validRy or enforceability thereof shall be contested by Lessee or any govemmultal agency or 8uthodty tf the bss of such provisiul would materially adversely 8ffecit the rights or security of Lessor. or Lessee shall deny that it has any further liabIlity or obligation under that Lease Lessee shall (i) apply for or consent to the appointment of a receiver, trustee. custcxjian or liquidator of Lessee. or of all or a substantjal part of the assets of Lessee. (ii) be unable. f8il or admIt in writing its inability gernrally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors. (iv) have an order for relief entered against it under 8pplicable federal bankruptcy law. or (v) nIe a vdunt8ry 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 8ny bankruptcy. reorganization or insolventV proceedingor An order. judgment or decree shall be entered by any court of competent jurisdiction. approving a petition or appointing a reaiver. trustee. cust(xiian or liquidator of Lessee or of all or a substantial part of the 8ssets of Lessee, in each case without its application. approval or consent and such order. judgment or decree shall continue unstayed and in eRect for any period of 30 cor6ecutive days Section IO.02. Remedies on Default. Whenever any Event of Default under any Lease exists. Lesser shall have the right. at its sole option without any further demand or notbe. to take one or any combination of the following remedial steps (a) By written notice to Lessee. declare all Rental Pawnents and other amounts payable by Lessee under that Lease to the end of the then current Original Term or Renewal Term to be due
(b) With or wtttx>ut terminating that Lease. Lessor may. upon 5 days written notice to Lessee. enter the premises where any Equipment that is subject to that Lease is hated and retake ®ssession of th8t Equipment or require Lessee at Lessee's expense to promptly return any or all of the EquIpment to the possession of Lessor at such place within the UnIted States as Lessor shall speciN. and sell or lease the Equipment or. for the account of Lessee, sublease the Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other arnounts payable by Lessee under that Lease plus the then-applicable Purchase Option Price for that Equipment and (ii) the net proceeds of any such sale leasing or suble8sing (after deducting all expenses of Lessor in exercising its remedies under this Agreement. including without limitation all expenses of taking possession. storing, reconditioning and selling or leasing the Equipment and all brokerage. auctjoneers' and attorneys' fees) provided that the amount cf Lessee's liatility under this subparagraph (b) sh8ll not exceed the Rental Payments and other amounts otherwise due under that Lease plus the remaining Rental Payments and other amounts payable by Lessee under that Lease to the end of the then current Original Term or Renewal Term; and
(c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights under that Lease or as the owner of any or all of the Equipment that is subject to that Lease In addition. whenever an Event of Default exists with respect to any Rental Payment required by 8 pancular Schedule or with respect to any other payment, covenant. condition. agreement. statement. representation or warranty set forth in that Schedule or applicable to that Schedule or the Equipment lbted therein. Lesser shall have the right at its sole option without any further demand or notice, to take one u any combination of the following remedial steps (d) By written notice to Lessee. Lessor may declare all Rental Payments payable by Lessee pursuant to that Schedule and other amounts payable by Lessee under this Agreement to the end of the then current Original Term or Renewal Term to be due (e) With or without terminating that Schedule. Lessor may. upon 5 days written notice to Lessee. enter the premises where the Equipment listed in that Schedule is located and retake possession of that Equipment or require Lessee at Lessee's expense to prompUy retum any or all d that Equipment to the possession of Lessor at such place within the United States as Lesser shall specify. and sell or lease that Equipment or, for the account of Lessee. sublease that Equiprnent. continuing to hold Lessee bab}e for the diRerence between (i) the Rental Payments payable by Lessee pursuant to that Schedule and other amounts related to that Schedule or the Equipment listed therein that are payable b+ Lessee hereunder plus the then applicable Purchase Option Price for that Equipment. aM (ii) the net proceeds of any such sale, leasing or subleasing (aRer deducting all expenses of Lesser in exercising its remedies under this Agreement. including without limitation all expenses of taking possession. storing reconditioning and selling or leasing such Equipment and 811 brokerage, 8ucboneers' and attorneys' fees) provided that the amount of Lessee's liability under this subpar8graph (e) shall not exceed the Rental Payments and other amounts otherwise due under that Schedule plus the remaining Rental Payments and ut IImItation all expenses of takIng possnsion. storing. reconditioning and selling or leasing Equipment and all brokerage, auctIoneer’s or attuney's fees) shall be applied as follows (a) if sun rem<ly is exercised solely with respect to a single Schedule. Equipment listed in that Schedule or rIghts under the Agreement related to that Schedule. then to amounts due pursuant to that Schedule and other amounts related to that Schedule or that Equipment (b) if such remedy b exercised with respect to more than one Schedule. Equipment listed in more than one Schedule or rights under the Agreement related to more than one Schedule, then to amounts due pursuant to those Schedules pro rata (d)
(e)
(f)

ARTICLE XI. MISCELLANEOUS
Section 11.Ol. Notices. All notices. certIficates or other communicat}ons hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid. to the parties at their respective places of business SectiQn 11.02. Binding Effect; Entire Agreement; Amendments and Modifications. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. The terms of this Agreement shall not be waived. altered, modified, supplemented u amended in any manner whatsoever except by written instrument signed by the Lessor and the Lessee; nor shall any such amendment that affects the rights of Lessor’s assignee be effective without such 8ssignee's consent. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of comlntent jurisdictIon. such holding shall not invalidate or render unenforceable any other provision hereof $ectiQn 11.03. APPlicable Law. This Agreement shall tn governed by and construed in accordance with the laws of the State Section 11.04. SeverabIlity. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction. stch holding shall not invalidate or render unenforceable any other provision hereof SectiuI 11.05. Amendments. Changes and M(xiifications. This Agreement may be amended. added to. changed or malined by written agreement duly executed by Lessor and Lessee,
Section 11.06. Execution in Counterparts; Chanel Paper. ThIS Agreement. including in wrItIng each Schedule, may be executed in several counterparts. each of which shall tn 8n orIginal and all of which shall constitute but one and the same instrument; except (1 ) to the extent that various Schedules and this Agreement as it relates thereto constitutes separate Leases as provided in this Agreement and (2) that Lessor's interest in. to and under any Schedule and the Agreement as it relates to that Schedule. and the Equipment listed in that Schedule may be sold or pledged only by deIIvering possession of the original counterpart of that Schedule marked -Counterp8rt No. 1.- which Counterpart No. 1 shall constitute chanel paper for purposes of the Uniform Commercial Code
Section 11.07. Usur'v'. The parties hereto agree that the charges in thIS Agreement 8nd any Lease shall not be a violation of usury or other law. Any such excess charge shall be appIIed in such order as to conform this Agreement and such Lease to such appIIcable law Section 11.08. Jury Trial Waiver. To the extent permItted by law, lessee agrees to waive its rIght to a trial by jury Section 1 1.09. Facsimile Documentation. Lessee agrees that a facsimile copy of this Agreement or any Lease with facsimile SIgnatures may be treated as an original and will be admissible as evIdence of this Agreement or such Lease Section 11.10. Captions_ The captions or headings in this Agreement are for convenience only and in no way define. limIt or describe the scope or intent of any provISIons or sectIons of this Agreement
Lessor and Lessee have caused thIS Agreement to be executed in their names by theIr duly authorized representatives IIsted below Lease No. DOWCA2025+)7EU
LESSEE:

City of Downey
LESSOR
Community First National Bank
Hector Sosa, Mayor Blake Kaus, Vice President
Attested by City Clerk Approved as to form.City Attorney Maria Alicia Duane, CMC John M. Funk

EXHIBIT A
SCHEDULE OF EQUIPMENT NO. 01, Dated 7/10/2025
Counterpart No. 1,
LESSOR’S INTEREST IN, TO AND UNDER THIS SCHEDULE AND THE AGREEMENT AS IT RELATES TO THIS SCHEDULE MAY BE SOLD OR PLEDGED ONLY BY DELIVERING POSSESSION OF COUVrERPART NO. 1 OF THIS SCHEDULE. WHICH COUNTERPART NO. 1 SHALL CONSTITUTE CHAnEL PAPER FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE Re: Master Equipment Lease Purchase Agreement. dated as of 7/10/2025. tntween Community First National Bank. as Lesser. and CIty of Downey. as Lessee
1 2
Defined Terms. All terms used herein have the meanings ascritnd to them in the above referenced Master Equipment Lease Purchase Agreement (the 'Master Equipment Lease-).

EquIpment. The Equipment included under this Schedule of Equipment is comprised of the items descrIbed in the Equipment Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs. restorations. modificatIons, attachments. accessions, additions and improvements thereof or thereto.

Payment Schedule. The Rental Payments and Purchase OptIon Prices under this Schedule of Equipment are set forth in the Payment Schedule attached as Attachment 2 hereto
RepresentatIons, WarrantIes and Covenants. Lessee hereby represents. warrants. and covenants that its representations, warranties 8nd covenants set forth in the Agreement are true and correct as though made on the date of commencement of Rental Payments on this Schedule.

The Master EquIpment Lease. This Schedule is hereby made as part of the Master Equipment Lease and Lessor and Lessee hereby ratify and confirm the Master Equipment Lease. The terms and provisions of the Master Equipment Lease (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated by reference and made a part hereof. 3 4.
5 Lease No. DOWCA202547EU
LESSEE:

City of Downey
LESSOR
Community First National Bank
Hector Sosa, Mayor Blake Kaus, Vice President
Attested by City Clerk Approved as to form X;ity Attorney Maria Alicia Duane, CMC John M. Funk

ATrACHMENT I

EQUIPMENT DESCRIPTION
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master EquIpment Lama Purchase Agreanront, dated as of 7/10/2025, between Community First National Bank, as Lesser, and CIty of Dawnay, as Le££ao.

Lease Number: DOWCA202547EU
Two (2) New Road Rescue Ambulances
Serial numbers provided on Attachment 1.1 upon delivery With a total acquisition cost of $691 ,965.70; together with all additions, a{:l:HXXl13rlx Hrltl IHF3IHl:HlrIHI sIx llIHrHltl. I HXHHH tIHIHt3y €:HrlllIHH ltIH description of the personal property set forth above constitutes an acclltHIH tIHXl:11l1l11 iII tIl llIH ”I {jllljtltIHrll", HX lIHllrIHll III llIH HlIH€:tIHtl Master Equipment Lease Purchase Agreement and the Equipment is IOGltnd nn thn pnmlnn nt tha 1 nr.r.&& llnln£ x nthnrwIEn nntnd hy thaessee Physical location where equipment will be stored after delivery Lease No. DOWCA2025<)7EU
LESSEE:

City of Downey
Hector Sosa, Mayor
Attested by City Clerk Appruvud n+ to lurrrl4=IIV Allot 1187 Maria Alicia Duane, CMC John M Funk

ArrACHMENT 2

PAYMENT SCHEDULE
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, between Community First National Bank, as Lesser, and City of Downey, as Lessee.

Lease Number: DOWCA202547EU
Amount Financed: $674,137.70

AMORTIZATION SCHEDULE
Purchase
Option
Price
1 2
3 4
5 8/1 /2026
8/1 /2027
$157,351 .44
$157.351.44
$ 157.351.44
$ 157.351.44
$ 157,351.44
$37.769.39
$29. 1 91.81
$22,445.49
$15.344.04
$7.868.77
$1 19.582.05
$128, 159.63
$134.905.95
$142,007.40
$ 149,482.67
Not Available
$439, 187.90
$300,234.77
$ 153,967.15
$0.00
8/1 /2028
8/1 /2029
8/1 /2030
Grand Totals $786,757.20 $112,619.50 S674,137.70
LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form q:tty Attorney Maria Alicia Duane. CMC John M. Funk

EXHIBIT B

LESSEE RESOLUTION
As prepared by Counsel

EXHIBIT C

OPINION OF LESSEE'S COUNSEL
(Must be rePrinted onto attorney’s letterhead)
(Date)
Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
Re: Lessee: City of Downey
Ladies and Gentlemen
As legal counsel to City of Downey (the -Lessee-), I have examined (a) an executed counterpart of a certain Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, and Exhibits thereto by and tntween Community First National Bank (the -Lessor-) and Lessee, Schedule of Equipment No. 01, dated 7/10/2025, and a certain Escrow Agreement dated as of 7/10/2025, (collectively, the -Agreement-) by and between Lessor and Lessee, which, among other things, provides for the lease with option to purchase by the Lessee of certain property listed in the Schedule (the -Equipment-); (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions Based on the foregoing, I am of the following opinions
(1)
(2)
(3)
(4)
Lessee's true and correct name is City of Downey.

Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power; Lessee has the requisite power and authority to lease the Equipment with an option to purchase and to execute and deliver the Agreement and to perform its obligations under the Agreement; Ttre Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of Lessee and the Agreement and other documents either attached thereto or required therein are the valid and binding obligations of Lessee enforceable in accordance with their terms, The authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and
There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tHbunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of Lessor or its assigns, as the case may be, in the Equipment.

The signatures of the officers which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names
No further approval, consent or withholding of objection is required from any federal, state or local governmental authority with respect to the entering into or performance by the Lessee of the Lease and the transaction contemplated thereby The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law.

The Lessee is a political subdivision within the meaning of Section la3 of the Internal Revenue Code of 1986 as amended and the related regulations and rulings
The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against either the Lessor or the Lessee during the term of the Lease pursuant to the Agreement and the Equipment will be exempt from all state and local personal property or other ad valorem taxes,
(5)
(6)
(7)
(8)
(9)
(10)
(11)
All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless otherwise provided herein. Lessor, its successors and assigns, and any munsel rendering an opinion on the taxexempt status of the interest components of the Rental Payments are entitled to rely on this opinion,
Signature of Legal Counsel

EXHIBIT D

ACCEPTANCE CERTIFICATE
Community First National Bank
215 S. Seth Child Road
Manhattan. KS 66502
Ladies and Gentlemen.

RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, between Community First National Bank, as Lessor, and City of Downey, as Lessee In accordance with the Master Equipment Lease Purchase Agreement (the -Agreement") hereby certifies and represents to, and agrees with Lessor as follows:
the undersigned Lessee
(1)
(2)
(3)
(4)
(5)
All of the Equipment (as such term is defined in the Agreement) listed in the above referenced Schedule of Equipment (the -Schedule") has been delivered, installed and accepted on the date hereof, Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes Lessee is currently maintaining the insurance coverage required by Section 6.05 of the Agreement No event or condition that constitutes, or with notice or lapse of time, or both. would constitute. an Event of Default (as defined in the Agreement) exists at the date hereof Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Agreement during the current Budget Year of Lessee, and such moneys will be applied in payment of all Rental Payments due and payable during such current Budget Year.

The governing body of Lessee has approved the authorization, execution and delivery of this Agreement on its behalf by the authorized representative of Lessee who signed the Agreement The Lessee will in a timely fashion submit the appropriate paperwork to the State to have a title to the Equipment issued in their name as owner and Lessor listed as first lienholder. Such verification of perfected ownership and security interest will be provided to Lessor no later than 90 days from delivery of the Equipment DOWCA202547EU
(6)
(7)
Lease No
LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form-City Attorney Maria Alicia Duane, CMC John M. Funk
'If delivery is not immediate, keep until final delivery.

TITLE REGISTRATION & SECURITY INTEREST CERTIFICATION
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, between Community First National Bank, as Lessor, and City of Downey, as Lessee.

Lease Number DOWCA2025+i7EU
Two (2) New Road Rescue Ambulances
In accordance wtth the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows
1 The Agreement requires the completion of the ownership transfer and perfection of the lienhoEder process.

This process is completed through submission of the documents to the State for a title to be issued in the name of the Lessee.

2. The Lessee will in a timely fashion submit the appropriate paperwork to the State to have a title to the Equipment issued in their name as owner and Lesser listed as first lienholder. Such verification of perfected ownership and security interest will be provided to Lessor no later than 90 days from delivery of the Equipment
Lease No. DOWCA20254)7EU
LESSEE:

City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form 4:ity Attorney Maria Alicia Duarte. CMC John M. Funk

BANK QUALIFIED CERTIFICATE
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, between Community First National Bank, as Lessor, and City of Downey, as Lessee.

Whereas, Lessee hereby represents it is a “Bank Qualified" Issuer for the calendar year in which the above referenced Schedule is executed by making the following designations with respect to SecUon 265 of the Internal Revenue Code. (A -Bank Qualified Issuer’ is an issuer that issues less than $10,000,000 dollars of taxexempt obligations during the calendar year)
Now, therefor. Lessee hereby designates the above referenced Schedule as follows

1.Designation as Qualified Tax-Exempt Obligation. Pursuant to Section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986 as amended (the -Code-), the Lessee hereby specifically designates the above referenced Schedule as a "qualtfied tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. In compliance with Section 265(b)(3)(D) of the Code, the Lessee hereby represents that the Lessee will not designate more than $10,000,000 of obligations issued by the Lessee in the calendar year during which the above referenced Schedule is executed and delivered as such -qualified taxexempt obligations
2,Issuance Limitation. In compliance with the requirements of Section 265(b)(3)(C) of the Code, the Lessee hereby represents that the Lessee (including all subordinate entities of the Lessee within the meaning of Section 265(b)(3)(E) of the Code) reasonably anticipates not to issue in the calendar year during which the above referenced Schedule is executed and delivered, obligations bearing interest exempt from federal income taxation under Section 103 of the Code (other than "private activity bonds- as defined in Section 141 of the Code) in an amount greater than $10,000,000 Lease No. DOWCA20254)7EU
LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form'City Attorney Maria Alicia Duane. CMC John M. Funk

INSURANCE COVERAGE REQUIREMENTS
Lessee: City of Downey
Please mark one of the following:
( ) Pursuant to Section 6.05 of the Agreement, you have agreed to provide us evidence of insurance covering the property in the Agreement. A Certificate of Insurance naming all insured parties and coverage must be provided to us as soon as possible, but no later than the date on which delivery of equiprrtent occurs. ( ) Pursuant to Section 6.05 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance in letter form, together with a copy of the statute authorizing this form of insurance.

Coverage must be provided to us as soon as possible, but no later than the date on which delivery of equipment occurs, Equipment to be insured: Two (2) New Road Rescue Ambulances VIN#:

Policy should be issued and mailed to:Community First National Bank and/or Its Assigns 215 S. Seth Child Road
Manhattan, KS 66502
INSURANCE REQUIREMENTS:

1.LIABILrrY
/ $1,000,000.00 Aggregate Bodily Injury
/ $1,000,000.00 Combined Single Limit per Occurrence
/ Community First National Bank and/or Its Assigns MUST be listed as Additional Insured.

2.PHYSICAL DAMAGE
/ All risk coverage to guarantee proceeds sufficient to cover the replacement cost of the equipment / Community First National Bank and/or Its Assigns MUST be listed as Loss Payee.

3.ENDORSEMENT
/ Lessor will receive at least thirty (30) days written notice from Insurer prior to aFteratior+, cancellation or reduction of insurance coverage.

4.VERBIAGE TO INCLUDE IN DESCRIPTION
/ Two (2) New Road Rescue Ambulances VIN# as outlined on Lease# DOWCA2025-07EU / Replacement Value (GRC. ACV, etc.)
/ Comprehensive and Collision Deductibles
THE CERTIFICATE SHOULD BE EMAILED TO cindyturner(a2clpusa.net nsurance Com
ents Name:

Address
C
P
State:

Email:

LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form 4:tty Attorney Maria Alicia Duane, CMC John M. Funk

INVOICE INSTRUCTIONS
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/10/2025, between Community First National Bank, as Lesser, and City of Downey, as Lessee Lease Number: DOWCA202547EU
Equipment Description: Two (2) New Road Rescue Ambulances Please provide contact information for billing and invoicing purposes.

Person/Department
P.O. Box/Street
City, State, Zip
Telephone Number
Email Address

NOTICE OF ASSIGNMENT
June 20, 2025
City of Downey
11111 Brookshire Avenue
Downey, CA 90241
RE: Schedule of Equipment No. 01, dated 7/10/2025, to Master Equipment Lease Purchase Agreement, dated as of 7/1 0/2025, between Community First National Bank, as Lessor, and City of Downey, as Lessee. Along with the Escrow Agreement entered into as of 7/10/2025.

Please be advised that Community First National Bank has assigned all its right, title and interest in, to and under the above referenced Master Equipment Lease Purchase Agreement (the "Agreement"), the Equipment leased thereunder and the right to receive Rental Payments thereunder to the following asslgnee
Community First National Bank will be the servicing this lease and all Rental Payments and payment of the Purchase Option Price due under the Agreement will be made to:

Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502

ACKNOWLEDGED AND ACCEPTED
LESSEE:

City of Downey
LESSOR
Community First National Bank
Hector Sosa, Mayor Blake Kaus, Vice President
Attested by City Clerk Approved as to form-City Attorney Maria Alicia Duane, CMC John M. Funk
'Lessor may at a future date desire to assign this lease agreement. At this time, a specific Assignee is undetermined. At such time Lessor determines a need to assign this lease; Lessee will be provided with a completed mpy of this page for their records and be made aware of any changes in where to send the rental payments going forward. This assignment option is outlined in Article IX of the Master Equipment Lease Purchase Agreement.

ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made and entered into as of 7/10/2025 by and among Community First National Bank, a national banking association (-Escrow Agent"), Community First National Bank, a corporation duty organized and existing under the Laws of the State of Kansas (”Lessor"), and City of Downey (-Lessee-) a political subdivision under the laws of the State of California (”State"), duly organized and existing under the Constitution and laws of the State.

WITNESSETH
WHEREAS. Lessee and Lessor have entered into a Schedule of Equipment No. 01. dated 7/10/2025 to Master Equipment Lease Purchase Agreement dated as of 7/10/2025 (-Agreement-). a duplicate original of which has been furnished to each of the parties. whereby Lessor has agreed to acquire certaIn equipment described therein ('Equipment-). and to sell the Equipment to the Lessee, and Lessee has agreed to purchase the Equipment from Lessor. in the manner and on the terms set forth in the Agreement; and WHEREAS. the Equipment has or will be ordered from the Vendor, and there is expected to be a delay in deIIvery of the Equipment to Lessee; and WHEREAS, in order to secure the obligations of Lesser under the Agreement. Lessee has requested Lessor to set aside in escrow with the Escrow Agent pursuant to the terms hereof, the anticipated purchase price of the Equipment; and WHEREAS. Lessee. as agent for Lessor. will ause the Equipment to be acquired from Vendor in accordance with the purchase orders or contracts therefore and neither Lessor nor the Escrow Agent shall be obligated to assume or perform any obligation of the Lessee or Vendor with respect thereto or under the Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows ARTICLE 1. APPOINTMENT OF ESCROW AGENT: DEFINITIONS
Section 1 .01. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent. to receive. hold. invest and dlsburse the moneys to be paid to it pursuant to thIS Escrow Agreement and the Agreement. and to perform certain other functions. all as hereinafter provided. By executing and delivering this Escrow Agreement. Escrow Agent accepts the duties and obligations of Escrow Agent provided herein. but only upon the temrs and conditions set forth
Section 1.02. Definitions. The terms defined in this Section shall, for all purposes of this Escrow Agreement have the meanings specified below. Any capitalized term not defined below shall have the meaning ascribed in the Agreement -Agreement- means the Schedule of Equipment No. 01, dated 7/10/2025 to Master Equipment Lease Purchase Agreement dated 7/ICY2025. by and between Lessee and Lessor and any duty authorized and executed amendment thereto, the terms of which are incorporated herein by reference -Acquisition Costs- means, with respect to the Equipment. the contract price paid or to be paid to Vendor therefore upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefore. Acquisition Costs include the admInistratIve. engineering. legal, finandal and other costs incurred by the Lessee in connectIon with the acquisition. delivery and financing by Lessor of the Equipment, -Acceptance Certificate' means an acceptance certificate in the form attached to the Agreement. -Acquisition Fund- means the fund by that name established and held by the Escrow Agent pursuant to Article II of this Escrow Agreement. -Closing Date- means the day when Lessor deposits with the Escrow Agent the moneys required to be deposited pursuant to Article II •Equipment• means the personal property descrIbed in the Agreement. together with any and all modifications. additions and alterations thereto. to be acxluired from the moneys held in the Acquisition Fund. -Escrow Agent' means CommunIty First National Bank or any successor thereto acting as Escrow Agent pursuant to thIS Escrow Agreement. -Escrow Agreement- means this Escrow Agreement and any duty authorized and executed amendment thereto -Independent Counsel- means an attorney duly admitted to the practice of law before the highest court of the State in which he maintains an office and who is not an employee of Lessor. the Escrow Agent or the Lessee. -Lessee Representative- means the representative of Lessee or a person authorized by the Lessee to act on its behalf under or with respect to this Agreement
-Lessor Representative- means the President, any Vice President or Assistant Vice President of Lessor, or any person authorIzed to act on behalf of Lessor under or with respect to this Agreement. as evidenced by a certificate conferring such authork8Uon executed by the President. any Vice President or Assistant Vice President of Lessor. given to the Lessee or the Lessee Representative -Payment Date' means the date upon which any Rental Payment under the Agreement is due and payable, as set forth in the Payment Schedule "Payment Request Form- means the document substantially in the form attached hereto as Exhtt)it A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs •Qualified Investments• means (i) direct general obligations of the United States of America; (ii) obligations guaranteed by the United States; (iii) general obligations of the agencies and insbumentalities of the United States; (iv) certificates of deposit, time deposits or demand deposits with a bank or savings institution quaIIfied as a depository of pubIIC funds in the State of Kansas. providal that such certificates of deposIt. time deposits or demand depsits, if not insured by the Federal Deposit Insurance CorporatIon of the Fa]eral Savings and Loan Insurance CorTxxation. are fully secured by obligations described in Clauses (i). (ii) or (iii); (v) money market funds, ttn assets of which are obligations of or guaranteed by the United States of America and which funds are rated -Aaa- by M(xxiy's Investors Service or 'Am- or -Am-G- by Standard & Pair's Corporation 'Rental Payments- means the basic payments payable by Lessee to Lessor pursuant to the provisions of the Agreement during the term thereof which are payable in conjunction of the right of Lessee to use the Equipment during the then current portion of the term of the Agreement.

Term of the Agreement- means the time during which the Agreement is in effect. as provided in Article III of the Agreement •Vendor- means the manufacturer of the Equiprnent as well as the agents or dealers of the manufacturer from whom Lessor purchased will purchase or has ordered the Equipment or with whom Lessor has contracted for the acquisition of the Equipment.

Section 1.03. Authorkation. Each of the parties hereby represents and warrants that it has full legal authorIty and is duly empowered to enter into this Agreement. and has taken all actions necessary to authorize the execution of this Agreement by the officers and person signing it ARTICLE II. ACQUISITION FUND
Section 2.01. Acquisition Fund. Escrow Agent shall establish a special fund designated as the 'Acquisition Fund- i shall keep such Acquisition Fund separate and ap8rt from all other funds and moneys held by it; and shall administer such funds as expressly provided hereunder Section 2.02. Deposit of Moneys by Lessor. At the Closing Date. Lessor shall deposit with the Escrow Agent the amount of 5674,137 70. Escrow Agent shall credit said amount to the Acquisition Fund established and to be held, applied and disbursed as herein provided SectIon 2.03. Purpose; Payment of Acquisition Costs. The Acquisition Fund shall be expended for the Acquisition Costs of the EquIpment. Escrow Agent shall pay from the Aa]uisRion Fund the AcquIsition Costs of the Equipment, upon receipt from Lessee and Lessor the following items. (a) in the case of payment of any AcquisitIon Costs to Vendor pursuant to a contract or purchase order. (1 ) a duly executed Payment Request Form. with a true copy of the Vendor’s statement attached. (2) where applicable, a duplicate original of any change order approved by Lessee and Lessor increasing Aaluislbon Costs in an amount in excess of the original purchase order or contract price. (3) receipts from

the Venckx shcnMng pmInr application of prior nquisitions. (4) bMs of sale for ©ty wnponent of the Equipment for which a bIll of sale may tn chIheed. and (5) an Acceptance Certificate with respect in the Equipment &x which disbursement b requested; (b) in the cued any AcquIsition Costs prevxwsly paid by Lusee for wttich it b seeking eimbwserrtent. (1) a duty executed Payment Request Fun. (2) a true copy of Vendor’s statement for such Acqubnion Costs. (3) evklena of payment. and (4) evidence d Lessee's declaration of cftidal intent for reimbursement. wtrkih declaration shall have ben made no later than 60 days 8ner the Lessee paid the Acquisition Costs; or
(c) in the case of payment of any other Acquisitkx1 Costs. a duty exmrted Payment Re why receipt of such wrItten n(Me of resignation. Lessor may appdnt a successor Escrow Agent. and in the event that Lessor fail to appoint a successor Escrow Agent within 30 days following the expiration of such hitial 3Gday period. the resigning Escrow Agent may petition the appropriate court having jurisdictial to 8pFx>int a successor Escrow Agent. Any resignation or removal of the Escrow Agent shall become efFective only upon 80cept8nce of appointment by the suocessor Esaow Agent SectiQn 4.03. Appdntment of Agent. The Escrow Agent may apFxint an agent 80ceptable to the Lessee and Lessor to exercise any of the powers, rights or remedies granted to the Escrow Agent under this Escrow Agreement. and to hold title to property or to take any other action which may be desirable or Sectiul 4.a4. Merger or ConsolidatiOn. Any company into which the Escrw Agent may tn merged or converted. or with whkh it may tn mnsdid8ted. or any company resulting from any merger. conversion or cor60lid8tkn to which it sh8ll be 8 party. or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that SIX:h cwnpany shall be eligble under Section 4.02) shall be th successor to the Escrow Agent withcwt the execution or filing of any paper or further act. anything herein to the contrary notwithstanding Section 4 05. Protection and Rights Qf the Escrow Agent. The Esaow Agult shall tn protected and shall incur no liabiIIty in actIng or prIx=eding in good faith upon any resdution. notice. telegram. request. consent, waiver. cedifcate, statement. affidavit. voucher. bond, requisition or other paper or dcxument which it shall in gcxxi faith believe to be genuine and to have been passed or signed by the proper bozc] or person or to have been prepared and fumished pursuant to any of the provisions of this Escrow Agreement and the Escrow Agent shall be under m duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrumenl tut may accept and rely upon the same as conclusNe eudenoe of the truth 8nd accuracy of such statements. TIle Escrw Agent may consult WIth Independent Counsel who may be counsel to Lessor or Lessee. with regard to legal questions. and the opinion of such mwlsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith
necessary

Wherever in the administration of ItS dutIes under thIS Esaaw Agreement. the EscIW Agent shall deem it necessary or desIrable that a matter be proved or established prior to taking or suffering any action hereunder. such rn8tters (unless other evidence in respect thereof be herein specifnally prescribed), shall be deemed to be conclusively proved and established by the certificate of the Lessee Representative or the Lessor Representative and such certificate shall in full warranty to the Escrw Agent for any action taken or suffered under the provisions of this Escrow Agreement upon the faith thereof, but in its discretion the Escrow Agent may. in lieu thereof. accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

The recitals, statements and representations by Lessee and Lessor contained in this Agreement shall be taken and construed as made by and on the part of the Lessee and Lessor. as the case may be. and not by the Escrow Agent. and the Escrow Agent does not assume. and shall not have. any responsibility or obligation for the correctness of any thereof
The Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys. agents. or receivers. and shall be entitled to advice of counsel conceming all matters of trust and its duty hereunder. and the Escrow Agent shall not be answerable for the default or misconduct of any such attorney. agent. or receiver selected by it with reasonable are. The Escrow Agent shall not be answerable for the exercise of any discretion or power under this Escrow Agreement or for anythIng whatsoever in connectIon WIth the funds and accounts established hereunder, except only for its own willful misconduct or gross negligence, ARTICLE V. ASSIGNMENTS: AMENDMENTS
Section 5.01. Assignment. Except as expressly herein provided to the contrary; the rights and duties of each of the partIes under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Agreement and the Acquisition Fund established hereunder in connection with an 8ssignment by Lessor of the Agreement, subject to the provisions contained therein
Section 5 02. Amendments. This Escrow Agreement may be amended in writing by agreement among all of the partIes ARTICLE VI. FURTHER ASSURANCES
Sec,lion 6.01. Further Assurances. Lessor and Lessee will make. execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carTy out the intention or to faciIItate the performance of thIS Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein.

ARTICLE VII. DEFAULT OR NON.APPROPRIATION
Section 7.01. Def9La.
(a) Lessor shall have the right to terminate this Escrow Agreement upon an Event of Default under the Agreement. or termination of the Agreement pursuant to Section 4.05 thereof, which right shall not be exercised less than 15 days after Lessor shall have given Lessee written notice of such default or termination for non-appropriation, Upon receipt of notice of termination from Lessor. Escrow Agent shall pay to Lessor. or its 8ssignee all moneys in the Acquisition Fund in accordance with Section 2.06. (b) in the event of the failure by any party hereto to observe and perform any covenant. condition or agreement on its part to be observed or performed under this Escrow Agreement. any non-defaulting party hereto shall have all of the rights and remedies now or hereafter existing at law or in equity against the defaulting party.
(c) No delay or omission to exercise any such rIght or power accruing upon any default 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.

ARTICLE VIII. LIMITATION OF LIABILITY
Section 8.01. Limited Liability of EScrow.4(Len!. Escrow Agent shall have no obligatIon or liabiIIty to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by any of it hereunder or under the Agreement. but shall be responsible solely for the businesslike performance of the duties expressly imposed upon Escrow Agent hereunder. The recItals of facts, covenants and agreements herein contained pertaining to Lessee and Lessar shall be taken as statement. covenants and agreements of the Lessee or Lessor (as the case may be) and Escrow Agent assumes no responsibility for the correctness of the same. or makes any representation as to the validIty or sufficiency of this Escrow Agreement. or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein imposed upon it. Escrow Agent shall not be liable in connection with the performance of its duties hereunder. except for its own negligence or willful default.

Section 8.02. Indemnification. To the extent permitted by applicable law. Lessee agrees to indemnify and save Escrow Agent harmless from and against all claims. suits and 8cbons brought against it. or to which it is made a party. and from all losses and damages, including without limitation reasonable. attorney fees and court costs suffered by it as a result thereof. where such claim. suit or action arises in connection with this Escrow Agreement. the transactIons described herein and in the Agreement or the Escrow Agenfs employment as an Escrow Agent by Lessee and Lessor. Notwithstanding the foregoing. such indemnific8tion shall not extend to claims. suits and actions brought against the Escrow Agent for failure to perform and carry out the duties specif}cally imposed upon and to be performed by it pursuant to this Escrow Agreement and claims, suits or actions arising from events solely and directly attributable to acts of Lessor. In the event the Lessee is required to indemnify Escrow Agent as herein provided, Lessee shall be subrogated to the rights of the Escrow Agent to recover such losses or damages from any other person or entity, Section 8.03. Discretion of Escrow AQenljg File CIVil Action in the Event of Dispute. If Lessor or Lessee are in dIsagreement about the interpretation of this Escrow Agreement, or about the rights and obligations. or the propriety of any action conternplated by Escrow Agent hereunder, Escrow Agent may, but shall not be required to. file an appropriate civil action to resolve the disagreement. Escrow Agent shall be indemnified by Lessee in accordance with Section

8.02 for all costs in connection with such civil action. and shall be fully protected in suspending an or part of its activItIes under this Escrow Agreement until a final judgment in such action is received
Section 8.04= Opinion of Counsel. Before being required to take any action. the Escrow Agent may require (t) an opInion of Independent Counsel acceptable to the Escrow Agent, which counsel may be counsel to any of the parties hereto. and which opinion shall be made avaIlable to the other parties hereto. or (ii) a verified certificate of any party hereto, or (iiI) both (i) and (ii). concerning the proposed action. Escrow Agent shall be absolutely protected in relying thereon if it does so in good faith.

SectIon 8.05 LImitation of Rights to PartIes. Nothing in this Escrow Agreement. expressed or implied, is intended or shall be construed to give any person other than the Lessee. Lessor or the Escrow Agent any legal or equitable right. remedy or claim under or in respect of this Agreement or any covenant condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclUSIve benefit of the Lessee. Lessor and Escrow Agent.

ARTICLE IX MISCELLANEOUS
Sectiul 9-OI. Re<xxds. The Escrow Agent shall keep complete and accurate records of all moneys received and dbbursed under this Escrw Agreement. which shall be 8v8iable for inspection by the Lessee. Lessor. or the agent of either at ttnm, at any time during regular business hours Sec:tion 9.02. Notices. All written notice to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address set forth below. or at such address as the party may provide to the other parties in writing from time to time. Any such notice shall in deemed to have been received 72 hours after depcstt in the United States mail in registered or certi6ed form, with postage fully prepaid SectiQn 9.03. Gaveminq Lam. TtIis Escrow Agreement shall be construed and governed in accordance with the laws of the State of Kansas Section 9.CH. Partial Invalidity. Any provisIon of this Escrow Agreement found to in prohibited by laws shall be ineffective only to the extent of such prohibibon and shall not invalidate the remainler of this Escrow Agreement Section 9.05. Bindim Effect; Sucassors. This EscrowAgreemwlt shall be binding upon arxi inure to the benefit of the parties and their reslwthe successors and assigns. Whenever in this Esaow Agreement any party hereto is named or referred to, such references shall be deemed to include permitted successors or assigns thereof. and all covenants and agreements contained in this Escrow Agreement by or on behalf of any party hereto shall bind and inure to the benefit of permItted successors and assigns thereof whether or not so expressed Section 9.06. Execution in Counterparts. This Escrow Agreement may be executed in several counterparts. each of which shall be an original and all of which shall constitute but one and the same agreement
Section 9.07. He8dinqs. The headings or hUes of the several Articles and Sections hereof. and any tables of contents appended to copies hereof. shall be solely for convenience of reference and shall not affect the meaning, construction w effect of tNs Escrow Agreement Al references tnrein to •Artides' 'Sections'. and other subdivisions are to the corresponding Articles. Sections. or subdivisions of thb Escrow Aar@ment; and the words -herein', 'hereof, 'hereunder- and other words of similar import refer to this Agreement as a wtx}{e and not to any particular Article, Section or subdivision hereof.

IN WITNESS WHEREOF. the parties have executed this Escrow Agreement as of the date and year not above written ESCROW AGEvr:

Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
Blake Kaus, VP
LESSOR=
Community First National Bank
215 S. Seth Child Road
Manhattan, KS 66502
Blake 1(aus, VP
LESSEE:

City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to formX;ity Attorney Maria Alicia Duane, CMC John M. Funk

PAYMENT REQUEST FORM

EXHIBIT A
Community First National Bank, Escrow Agent under an Escrow Agreement dated as of 7/10/2025. by and among the said Escrow Agent, Community First National Bank (Lessor), and the City of Downey, (Lessee) is hereby requested to pay, from the Equipment Acquisition Fund held under said Escrow Agreement, to the persons, firms or corporation designated below as payee, the amount set forth opposite each such person's firm's or corporation's name, in payment of the Acquisition Costs (as defined in said Escrow Agreement) of the Equipment described on the attached page(s) designated opposite such Payee’s name and account VOID

TO BE UTILIZED AS A SIGNATURE CARD ONLY
By executIng this Payment Request Form the Lessee hereby represents that the Payee or Payees IIsted above who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the satisfaction of the Lessee and that the amounts requested above by the Payee or Payees are proportionate with the value of the Equipment delivered or services rendered by the Payee or Payees.

PartIal Dlsbursom8nt. The undersIgned certlfies that the following documents are attached to this Payment Request Form when there is a request for a partial release of funds from the Escrow Account to pay for a portion of the EquiFxnent: (1) Invoice from the Vendor. (2) copy of the agreement between Lessee and Vendor (if requested by the Lessor or Escrow Agent), (3) front and back copy of the original MSOfTitle (if payment from Escrow Account b for a chassis) listing Community FIrst National Bank and/or its assigns as the first lien holder. By executing this Payment Request Form and attaching the documents as required above. the Lessee shall be deemed to have accepted this portion of the Equipment for all purposes under the Lease, including without limitation. the obligation of Lessee to make the Rental Payments with respect thereto in a proportionate amount of the total Rental Payment. By executing this Payment Request Form Lessee agrees that Lessee is the title owner to this portion of the Equipment and that in the event that any third party makes a claim to such title that Lessee will take all measures necessary to secure title including. without limitatIon, the appropriation of additional funds to secure title to this portion of the Equipment and keep the Lease in full force and effect.

Final Dlsbursement. The undersIgned certrfies that the follawing documents are attached to this Payment Request Form when there is a final release of funds from the Escrow Account: (1 ) Final Vendor Invoice. (2) Signed Acceptance Certificate, (3) Insurance CertIfIcate, (4) front and back copy of the original MSO/Title listIng Community First National Bank and/or its assigns as first lien holder (if not already received). By executing this Payment Request Form and attaching the documents as required above. the Lessee shall be deemed to have accepted the Equipment for all purposes under the Lease, including without limitation, the obligation of Lessee to make the Rental Payments with respect thereto. By executIng this Payment Request Form Lessee certifies that Lessee is the title owner to the Equipment and that in the event that any thIrd party makes a claim to such title that Lessee will take all measures necessary to secure tItle including. without limitatIon. the appropriatIon of additional funds to secure title to the Equipment and keep the Lease in full force and effect.

LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form 4:ity Attorney Maria Alicia Duane, CMC John M. Funk

TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE
This Tax Compliance Agreement and No Arbitrage Certificate is issued in connection with that certain Schedule of Equipment No. 01, dated 7/10/2025 to Master Equipment Lease Purchase Agreement dated as 7/10/2025 by and between Community First National Bank, (-Lessor") and CIty of Downey (-Lessee").

1.1. nb CelttR:ate b executed fa the purpose of est8tf6Nng the reasm8tHe expectations of Lune as to future events regarding tIn firundng of certain equipment by Lessee as descntnd in the Schedule of Equipment No. 01, dated 7/ICY2025 to Master Equipment Lease Purchase Agreement dated as of 7/icY:a)25 (the lease') tntween Lessor and Lessee ami all related dcnuments executed pursuant thereto arxi contemporaneousty herewtth with r%pecl to the finarcing of the acqtBRk>nd Two (2) New Raul Resale Ambtl8rcu af ec#ipment (the 'EquipmenF) tV Luscr fa Lessee (the Lease arxl SLXb otter ckx:unents are hereinafter agectNely rdaTed to as tIn 'Fin8ra® tkxliments').

1.2. TIn irxJMdud executing this Catdcate m bdlalf of Lessee b an offx:er of Lessee ddegated Mtb the responsIbIIIty of reviewing and exnuting the Fh8rcirB I. In General

1.3. To the best of the undersignecfs knowledge, information and belief. the expectations contained in this Certificate are reasonable

1.4. Lessee has not teen notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose certifications as to arbitrage may not be relied upon.

1.5. TIle rental payments due un er the FinancIng Documents will tn made with monies retained in Lessee's general operating fund (or an account or sub account thorein). No sinking. debt service. reserve or similar fund or account will be maintained for the payment of the rental payments due under the Financing Documents or pledged as security therefor

1.6. If any other governmental obligations were or are being issued by or on tnhalf of Lessee within fIfteen (15) days of the date of issuanoe of the Financing Documents. such obligations eittnr (i) were not or are not being issued or sold pursuant to a common plan of financing with. or (ii) will not be paid out of substantially the same source of funds as. the financing pursuant to the Financing Documents,

2. Purpose of the FInancIng Documents
1 \ts are being entered into for the purpose of providing funds for financing the cost of acquiring. equipping and installing the Equipment which is essential to an govemmental functions of Lessee. which Equipment is described in the EquIpment Description executed and delivered by Lessee pursuant to the Financing Dcxuments. The principal amount represented by the Financing Dcx:uments, or $674.137 70 will be deposited in escrcw by Lessor at closing and held by C(xnmunity First NatIonal Bank. as Escrow Agent (the -Escrow Agent) pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of 7/ICV2025 (the 'Escrow Agreement-). by and among Lessor, Lessee and Escrow Agent.

2.2. No portion of the principal amount represented by the Financing Documents will be used as a substitute for other funds which were otherwise to be used as a source of financing for tIe Equipment. or will be used. directly or indirectly. to replace funds used by Lessee to acquire investments which prcxluce a yield materially higher than the yield to Lesser under the Financing Documents

2.3. Lessee does not expect to sell or otherwise dispose of the Equipment. in whole or in part, at a date WhICh is earlier than the final rental payment due under the Financing Documents.

3. Source and Dlsbursomont of Funds.
3TTile principalamount represented by the Financing Documents dcms not exceed the amount necessary for the governmental purpose for whk;h the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring. equipping and installing the items of Equipment

3.2. It is contemplated that the entire amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof. provided that a portion of the principal amount may be paid to Lessee within such period as reimbursement for Acquisition Costs already made by it so long as the conditions set forth in Section 3.3 below are satisfied.

3.3. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless the following conditions have been satisfied
(a) Lessee made a declaration of its reasonable intention to reimburse the acquisition cost payment sought to be reimbursed with the proceeds of a borrowing not later than sixty (60) days after the date on which it made the payment. which declaration satisfies the 'Official Intent Requirement- set forth in Treas. Reg. Sec.1.15&2
(b) The reimbursement being requested will be made by written allocation tnfore the later cf eighteen (18) months after the acquisition cost payment was made or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement b Ning sought is a capital expenditure. being a cost of type property chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treas. Reg. Sec. 1. 148-10 by, virtue of. among other things. use to refund. or to create or increase a sinking, reserve or replacement fund with respect to. any other obligations issued by it.

4. Temporary PerIod.

4.1. Lessee expects, within sIx months from the date of issuance of the Financing Documents, (a) to have had disbursed from escrow an amount in excess of the lesser 2 1/2% of the amount deposited by Lessor in escrow or $100.000. or (b) to enter into binding obligations with third parties obligating Lessee to spend such amount,

4.2, The ordering and acceptance of the items of Equiprnent will proceed with due diligence to the date of final acceptance of the Equipment

4.3. TIle items of Equipment being acquired by Lessee will be delivered 8t various times. At least 15% of the sum of the amount deposited in escrow and the reasonably anticipated interest earnings thereon will be used to pay the acquisition price of items of Equipment within six months from the date of issuance of the Financing Documents: at least 60% of the sum of the amount deposited in escrow and the reasonably anticipated interest earnings thereon will be wed to pay the acquisition cost of items of Equipment within 12 months from the date of issuance of the Financing Duuments; and ICX)% of the amount depositaj in ucrow and interest earnings thereon will tn used to pay the acquisItion cost of items of Equipment prior to 18 months from the date of issuance of the Financing Documents.

4.4. The total acquisition cost of the Equipment is not required to be paid to the vendors or manufacturers thereof until the Equipment has been accepted by Lessee

5. Escrow Account.
knuments provide that the monies deposited in escraw shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure th8t such investment will not result in Lusee's obligations under the FinancIng Documents being treated as an -arbitrage bond' or aTederally guaranteed bond- within the meaning of Section 148(a) or Section 149(b) of the Internal Revenue C<xle of 1986. as amended (the -Code-). respectively. Any monies which are earned from the investment of these funds shall tn labeled as interest earned. All such monies WIll be disbursed on or promptly after the date that Lessee accepts the equipment.

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PAYMENT REQUEST FORM

EXHIBIT A
Community First National Bank, Escrow Agent under an Escrow Agreement dated as of 7/10/2025, by and among the said Escrow Agent, Community First National Bank (Lessar), and the City of Downey. (Lessee) is hereby requested to pay, from the Equipment Acquisition Fund held under said Escrow Agreement, to the persons, firms or corporation designated below as payee, the amount set forth opposite each such person's firm's or corporation's name, in payment of the Acquisition Costs (as defined in said Escrow Agreement) of the Equipment described on the attached page(s) designated opposite such Payee's name and account, By executIng this Payment Request Form the Lessee hereby represents that the Payee or Payees listed above who are requesting payment have delivered the Equipment or a [Drtion of the Equipment or performed the services to the satisfaction of the Lessee and that the amounts requested above by the Payee or Payees are proportionate with the value of the Equipment deIIvered or services rendered by the Payee or Payees PartIal Dlsbursom8nt. The undersigned certifies that the following documents are attached to this Payment Request Form when there is a request for a partial release of funds from the Escrow Account to pay for a [Drtion of the Equipment (1) Invoice from the Vendor, (2) copy of the agreement between Lessee and Vendor Of requested by the Lessor or Escrow Agent), (3) front and back copy of the uiginaI MSO/Title (if payment from Escrow Account b for a chassis) listing Community First National Bank and/or Its assigns as the first lien holder. By executing this Payment Request Form and attaching the documents as required above. the Lessee shall be deemed to have accepted this portion of the Equipment for all purposes under the Lease. including without limitation, the obligation of Lessee to make the Rental Payments with respect thereto in a pmportjonate amount of the total Rental Payment. By executing this Payment Request Form Lessee agrees that Lessee is the title owner to this portion of the Equipment and that in the event that any third party makes a claim to such title that Lessee will take all measures necessary to secure title including. without limitation, the appropriation of additional funds to secure title to this portion of the Equipment and keep the Lease in full force and effect FInal Dlsbursemont. The undersigned certtfies that the following documents are attached to this Payment Request Form when there is a final release of funds from the Escrow Account: (1) Final Vendor Invoice. (2) Signed Acceptance Certificate, (3) Insurance CertIfIcate. (4) front 8nd b8ck mpy of the original MSO/Title listing Community First National Bank and/or its 8ssigns as first lien holder (if not already received). By executing this Payment Request Form and 8ttaching the documents as required atx)ve. the Lessee shall be deemed to have accepted the Equiprnent for all purposes under the Lease. including without limitation. the obligation of Lessee to make the Rental Payments with respect thereto. By executing this Payment Request Form Lessee certjfies that Lessee is the title owner to the Equipment and that in the event that any third party makes a claim to such tjtje that Lessee will take all measures necessary to secure title including. without limitation. the appropriation of additional funds to secure title to the Equipment and keep the Lease in full force and eRect.

LESSEE
City of Downey
Hector Sosa, Mayor
Attested by City Clerk Approved as to form X:tty Attorney Maria Alicia Duane, CMC John M. Funk
'Keep this form for future c$sburserrent requests

F,m 8038=G InformatIon Return for Tax-Exempt Governmental Bonds > Under Internal Rwntue Code sectIon 149(e)
b See separate instructions.

Caution: if the issue prIce is urxier $1CX>,CXX>. use Form 8038-GC, b Go to www.irbgov/F8a38G for Instructions and the latest irrfonnation. (Rev. Octotw 2021)
Depatment of the Treasury
Intnnal Reventn Servk8
OMB No. 154$0047
1 Issuer's rune
City of Downey
38 Name of pawn (other than isster) wtth whom the IRS may oornrnurticate atx>ut tha return (sn instnx:tiuls) 'rting Authority
2 Check box if Amended Return b []
Issuer’s eriptoyer identification number {EIN)
95-1918226
a> Telephone number of other person sIx>wn on 3a
4 Number arxi street (or P.O. box if maI IS not delivered to street address) 11111 Brookshire Avenue
6 Rcxxn/suIte 5 Report number rFor IRS Use ally)
Date of issue
CUSIP number
3 07/10/2025
CIty. town. or post office. state. and ZIP code
Downey, CA 9024 1
8 Name ofissu

MASTER EQUIPMENT LEASE PURCHASE AGREEMENT
Iaa Name and tItle of officer or other employee of the ISSLmc 10b Telephone numbr of officer Or other emiYoyee shown wi 10a
11 12
13 14
15 16
17 18
19a
b
>
Education
Health and hospital
Transportation
Public safety
Environment (including sewage bonds)
Housing
Utilities
Other. Describe b
If bonds are TANs or RANs, check only box 19a
If bonds are BANs. check only box 19b
If bonds are in the form of a lease or installment sale, check box Description of Bonds. Complete for the entire issue for which this form is bein1 12 13
14 15
16 17
18 $ 674. 137.70
>[1ba
>[]
be 1
20 (c) Stated ralemphm
prIce at matuIIty
N/A
(d) WeIghted
average maturIty
21 $
(a) FInal maturIty date (b) Issue price
a
Uses of Proceeds of Bond Issue (including underwriters’ discount] 22 Proceeds used foc
23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters’ discount) 25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V 28 Proceeds used to refund prior taxable bonds. Complete Part V 29 Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Description of Refunded Bonds. Complete this part only for refundinq bonE 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded 33 Enter the last date on which the refunded taxexempt bonds will be called (MM/DD/YYYY) 34 Enter the date(s) the refunded bonds were issued > (MM/DD/YWY) For Paperwork Reduction Act Notice, see separate Instructions.

We
(e) Meld
>
b
b
We
years
F,rm 8038-G (R,„. 1&2021)

Page 2 ends

Enter the amount of the state volume cap allocated to the issue35 35sec;Hon 141 (b)(5) 36a Enter the amount of gross proceeds invested or to tn invested in a guaranteed investment contract (GIG). See instructions 36a
b Enter the final maturity date of the GIC > (MM/DD/WW) c Enter the name of the GIC provider >
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans37 to other governmental unIts 37
383 if this issue is a loan made from the proceeds of another tax-exempt issue, check box > [] and enter the following information:
b
C
d
39 40
41 a
b
C
d
42 43
Enter the date of the master pool bond b (MM/DD/WW)
Enter the EIN of the issuer of the master pool bond >
Enter the name of the issuer of the master pool bond b
If the issuer has designated the issue under section 265(b)(3)(B)(i)(II1) (small issuer exception), check box If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box If the issuer has identified a hedge, check here > [] and enter the following information:

Name of hedge provider b
Type of hedge b
Term of hedge >
If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . > If the issuer has established wr#ten procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . > If the issuer has established wrItten procedures to monitor the requirements of section 148, check box . . . . . > If some portion of the proceeds was used to reimburse expenditures, check here > [] and enter the amount of reimbursement . . . . . . . . . . . . . . >
Enter the date the official intent was adopted > (MM/DD/YYW) b
>
[X]
D
a
a
D44
45a
b
Hector Sosa. Mayor
Type or print name and title
Date PTINCheck [] #Paid
Preparer
Use Only FIrm’s name >
Firm’s
Form 8038-G (Rev. 10-2021)

El/J
Td: 7+1.2384)110 Fax a4-238-0120

EMERGENCYVEHICLEGROUP
Fleet Maintence Manager Patrick Duffy
Downey Fire Department
1111 Brookshire Ave
Downey. CA 90241
February 27, 2025
RE: Offer to Provide Two (2) 2027 Road Rescue Type III Ultramedic 168 Ambulance(s) Attention: Fleet Maintence Manager Patrick Duffy
On behalf of Emergency Vehicle Group, Inc„ i would like to thank you for the opportunity to provide you with the following offer for Downey Fire Department to purchase Two (2) 2027 Road Rescue Type III Ultramedic 168 Ambulance(s) on Ford E4S0, 4 x 2, Gasoline Powered Two Door Standard Cab Chassis.

Emergency Vehicle Group, Inc. (EVG) is proud to be in the business of serving those who bravely serve our communities and help ensure the safety of our families and friends. Our pledge is to offer you the same quality of service and expertise that is demanded from you. Over the years we have introduced fire departments, municipalities and private companies to the absolute best in service, sales and support for emergency vehicle products
We proudly serve California, Arizona and Nevada and offer you premium custom products along with the best value available in the industry. EVG accomplishes this by representing Spartan Emergency Response, SMEAL Fire Apparatus, Ladder Tower, SVI Trucks, Unruh Fire, Wheeled Coach Ambulance and Road Rescue Ambulance as well as offering ambulance remount services and command vehicles built by EVG.

EVG employs EVT and ASE Certified Mechanics with decades of experience in servicing emergency vehicles, fire apparatus and ambulances. EVG recognizes the importance of these vehicles as a life saving device and take great pride in serving those that bravely serve and protect us. Our corporate office and service facility is located in Anaheim, CA.

Our mission is to develop long-term relationships and provide our customers with -honest, intelligent effort- in everything we do for you. We are committed to do whatever it takes to surpass customers’ expectations by continually improving upon what we do,
All of us at Emergency Vehicle Group, Inc. believe in long-term relationships and we look forward to the opportunity of working with you and Downey Fire Department I would again like to thank you for the opportunity, Everyone at EVG offers you our sincere pledge of -Honest, Intelligent Effort- in everything we do for you now, and in the future.

Sincerely.
,-
Brandon Hulett
Regional Account Manager ATIACHMENT C
2883 E Coronado St AnaheIm CA 928(X

EMERGENCYV=HICLEGROUP

PROPOSAL
Fleet Maintence Manager Patrick Duffy
Downey Fire Department
1111 Brookshire Ave
Downey, CA 90241
February 27, 2025
The undersigned is prepared to provide for the Downey Fire Department, upon receipt of a valid purchase order or a fully executed contract for final acceptance by Emergency Vehicle Group, the apparatus and equipment herein named and for the following prices:

Two (2) 2027 Road Rescue Type III Uttramedic 168
on Ford E4S0, 4 x 2, Gasoline Powered Two Door Standard Cab Chassis
M
$314.446.00
CA Sales Tax (Based on Rate of 10%)$31,444.60 $62,889.20 Tire Fee
Document Fee
$12.25
$80.00
$24.50
$160.00
Total Purchase Price
hI prcrs are CFJatnJ IO rctide Fed CPC Rrbetrb Pncn9 b subNet la chao9e # the Current renate/GP( amount ctw9+s Of becomes unava4+bre Per yeheh if he Ford rebatrs 3rPWnt changes. the dIfference wa in nvwed n the 3cwnQ FIn Defnr'ment Prx• b sr3tH !o change nd +a be rnakula ted d +dd4rornl af>hons are requested Said apparatus and/or equipment to be built and shipped in accordance with the specifications/work order reference number For Quote and any associated drawing(s) as provided. The specifications/work order/drawings herein contained will form a part of the final contract and are subject to changes desired by the purchaser, provided such alterations are inter lined prior to the acceptance by Emergency Vehicle Group, Inc. of the purchase order or executed contract and provided such alterations do not materiatly affect the cost of the construction of the apparatus.

The apparatus and/or equipment will be ready for delivery approximately 210 days after receipt of valid purchase order or executed contract and receipt of the chassis at the manufacturers facility. not including chassis and materials delays, or other causes beyond our control
The proposal for apparatus conforms with all Federal Department of Transportation (DOT) rules and regulations in effect at the time of the proposal, and with all applicable guidelines for Emergency Apparatus as published at time of the proposal, except as modified by the referenced specifications. Any increased costs incurred by the seller because of future changes in or additions to said standards will be passed along to the customer as anaddition to the place set forth above.

Unless accepted within 30 days from date of proposal (listed above), the right is reserved to withdraw this proposition Respectfully Submitted, Brandon Hulett
Regional Account Manager
2883 E, Coronado St. Anaheim, CA 92806
Tel: 714-238-0110 Fax: 714-238-0120
www gvglnc net

El/l=
_£49D.CO aIlsa are LPVqn gOB &B www By IrE/tet

EMERGENCYVEHICLEGROUP
Purchase Agreement
Tbis Purchase Agreement (together with all attachments referenced herein. the -Agreement-). made and entered into by and between Emergency Vehicle Group, Inc, a Nevada corporation ('EVG-). and Downey Fire Department (-Customer•) is effective as of the date specified in Section 3 hereof.

Definitions
a. -Product- means the apparatus and any associated equipment manufactured or furnished for the Customer by EVG pursuant to the Specifications
b. 'SpecifIcations' means the general specifications, technical specifications, training, and testing requirements for the Product contained in the EVG Proposal for the Product
c. -EVG Proposal" means the proposal provided by EVG attached as an attachment prepared in response to the Customer's d. -Delivery' means the date EVG is prepared to make physical possession of the Product available to the Customer e. -Acceptance' The Customer shall have fifteen (1 S) calendar days of Delivery to inspect the Product for substantial conformance with the material Specifications; unless EVG receives a Notice of Defect within fifteen (15) calendar days of Delivery. the Product will be deemed to be in conformance with the Specifications and accepted by the Customer reauest

2. Purpose. This Agreement sets forth the terms and conditions of EVG's sale of the Product to the Customer

3. Term of Agreement. This Agreement will become effective on the date it is signed and approved by EVG's authorized representative pursuant to Section 22 hereof ("Effective Date-) and. unless earlier terminated pursuant to the terms of this Agreement, it will terminate UH)n the Customer's Acceptance and payment in full of the Purchase Price.

4. Purchase and Payment. The Customer agrees to purchase the Prcxjuct specified for the total purchase price of Six Hundred Ninety One Thousand Nine Hundred Sixty Five Dollars and Seventy Cents ($691.965.70) (-Purchase Price"). Prices are in U.S. funds S. Future Changes. Various state or federal regulatory agencies (e.g. NFPA, KKK, DOT, EPA) may require changes to the Specifications and/or the Product and in any such event any nsuFting cost increases incurred to compV there with will be added to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades (engine, transmission, axles. etc.), or any other specification changes have not ben calculated into our annual increases and will be provided at additional cost. To the extent practicable. EVG will document and itemize any such price increases for the Customer.

6. Agreement Changes. The Customer may request that EVG ircorponte a change to the Products or the SpecifIcations for the ProducB by delivering a change order to EVG; provided, however, that any such change order must be in writing and include a description of the proposed change sufficient to permit EVG to evaluate the feasibility of such change (•Change Order-). Within [seven (7) business days of receipt of a Change Order, EVG will inform the Customer in writing of the feasibility of the Change Order, the earliest possible implementation date for the Change Order, of any increase or decrease in the Purchase Price resulting from such Change Order. and of any effect on production scheduling or Delivery resuking from nch Ctunge Order. EVG shall not be liable to the Customer for any delay in performance or Delivery arising from any such Change Order. A Change Order is only effecttve when counter-signed by EVG's authorized representative.
2883 E Coronado St AnaheIm CA 928(B
Tel: 714-2384110 Fax 714-2384)120

EMERGENCYVEHICLEGROUP
Purchase Agreement for Emergency Apparatus (continued)

7. CancellationHermination. In the event this Agreement is cancelled or terminated by a party before completion, EVG may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (a) ICY% of the Purchase Price after order is accepted and entered by EVG; (b) 20% of the Purchase Price after completion of approval drawings, and; (c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. EVG endeavors to mitigate any such costs through the sale of such Product to another purchaser however Customer shall remain liable for the difference between the Purchase Price and, if applicable, the sale price obtained by EVG upon sale of the Product to another purchaser, plus any costs incurred by EVG to conduct any such sale,

8. Delivery. Inspection and Acceptance. (a) Delivery. Delivery of the Product is scheduled to be within 210 days of the Effective Date of this Agreement F.O.B. Anaheim, CA. Risk of loss shall pass to Customer upon Delivery. (b) Inspection and Acceptance. Upon Delivery.

Customer shall have fifteen (15) days within which to inspect the Product for substantial conformance to the material Specifications. and in the event of substantial non-conformance to the material Specifications to furnish EVG with written notIce sufficIent to perrnit EVG to evaluate such non-conformance (-Notice of Defect-). Any Product not in substantial conformance to material Specifications shall be remedied by EVG withIn thirty (30) days from the Notice of Defect. In the event EVG does not receive a NotIce of Defect within fifteen ( 15 days of Delivery, Product will be deemed to be in conformance with SpecifIcations and Accepted by Customer

9. Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein. by one of the following methods: hand delivery registered, express, or certified mail. return receipt requested, postage prepaid,' or nationally-recognized private express courier
Emergency Vehicle Group, Inc
2883 East Coronado Street
Amaheim, CA 92806
Downey Fire Department
1111 Brookshire Ave
Downey. CA 90241

10. Standard Warranty. Any applicable warranties are attached hereto and made a part hereof. Any addItional warrantIes must be expressly approved in writing by EVG's authorized representative. a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER EVG, ITS AUTHORIZED MANUFACTURERS AFFILIATES, SUBSIDIARIES, LICENSORS OR SUPPLIERS. THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS. AGENTS OR REPRESENTATIVES. MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRiTrEN, EXPRESS IMPLIED OR STATUTORY, WITHOUT LIMITING THE FOREGOING. ANY IMPLIED WARRANTY OR CONDITION OF

MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. STATEMENTS MADE BY SALES

REPRESENTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES b. Exclusions of Incidental and Consequential Damages. In no event shall EVG be liable for consequential. incidental or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating to this Agreement or the breach thereof, regardless of whether such damages arise out of breach of warranty, tort, contra cI strict liability, statutory liability, indemnity, whether resulting from non-delivery or frorn EVG's own negligence, or otherwise. 2883 E. Coronado SL AnaheIm CA 92806
Tel: 714-238<)110 Fax 714-238'0120
r\elwww wg

EMERGENCYVEHICLEGROUP
Purchase Agreement for Emergency Apparatus (continued)

11. Insurance. EVG maintains the following limits of insurance with a carrier(s) rated A' or better by AM. Best Commercial General Liability Insurance.

Products/Completed Operations Aggregate: $1,m,(x)o
Each Occurrence: ST.(X)0,Cl)o
Umbrella/Excess Liability Insurance
Aggregate: $2,cm,o(x)
Each Occurrence: $2,000,000
The Customer may request: (x) EVG to provide the Customer with a copy of a current Certificate of Insurance WIth the coverages listed above; (y) to be included as an additional insured for Commercial General Liability (subject to the terms and conditions of the applicable EVG insurance policy); and (z) all policies to provide a 30 day notice of cancellation to the named insured

12. Indemnity. The Customer shall indemnify, defend and hold harmless EVG. its officers, employees, manufacturers, agents or subcontractors. from any and all claims, costs, judgments. liability, loss, damage, attorneys' fees or expenses of any kind or nature whatsoever (including, but without limitation. personal injury and death) to all property and persons caused by, resulting from, arising out of or occurring in connection with the Customer's purchase, installation or use of goods sold or supplied by EVG which are not caused by the sole negligence of EVG.

13. Force Majeure. EVG shall not be responsible nor deemed to be in default on account of delays in performance due to causes which are beyond EVG's control which make EVG's performance impracticable. including but not limIted to civil wars. insurrections. strIkes, riots, fires. storms, floods, other acts of nature. explosions, earthquakes. accidents, any act of government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities. allocation regulations or orders affecting materials, equipment facilities or completed products. failure to obtain any required license or certificates. acts of God or the public enemy or terrorism, failure of transportation. epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope of this clause) to perform their contracts or labor troubles causing cessation. slowdown. or interruption of work

14. Default. True occurrence of one or more of the following shall constitute a default under this Agreement: (a) the Customer fails to pay when due any amounts under this Agreement or to perform any of its obligations under this Agreement; (b) EVG fails to perform any of its obligations under this Agreement (c) either party becomes insolvent or become sut8ect to a bankruptcy or insolvency proceedings; (d) any representation made by either party to induce the other to enter into this Agreement is false in any material respect (e) the Customer dissolves, merges, consolidates or transfers a substantial portion of its property to another entitr or (O the Customer is in default or has breached any other contract or agreement with EVG.

15. Manufacturer's Statement of Origin. It is agreed that the manufacturer's statement of origin (-MSO•) for the Product covered by this Agreement shall remain in the possession of EVG until the entire Purchase Price has been paid. If more than one Product is covered by this Agreement. then the MSO for each individual Product shall remain in the possession of EVG until the Purchase Price for that Product has been paid in full. In case of any default in payment, EVG may take full possession of the Prcxiuct and any payments that have been made shall be applied as payment for the use of the Product up to the date of taking possession.

16. Independent Contractors. The relationship of the parties established under this Agreement is that of Independent contractors and neither party is a partner. employee. agent or joint venture of or with the other.

17. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written approval 2883 E. Coronado St AnaheIm CA 92806
el: 714-238{)110 Fax 714-2384120

EMERGENCYVEHICU=GROUP
Purchase Agreement for Emergency Apparatus (continued)

18. Governing Law; Jurisdiction. Without regard to any conflict of laws provisions, this Agreement is to be governed by and under the laws of the state of California.

19. Facsimile Signatures. The deIIvery of signatures to this Agreement by facsimile transmission shall be bindIng as original signatures,20 Entire Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or different terms proposed by the Customer shall not be applicable, unless accepted in writing by EVG's authorized representative. No change in. modification of, or revision of thIS Agreement shall be valid unless in writing and signed by EVG's authorized representative-

21. Conflict. In the event of a conflict between the Customer Specifications and the EVG Proposal. the EVG Proposal shall control. In the event there is a conflict between the EVG Proposal and thIS Agreement. the EVG Proposal shall control

22. Signatures. This Agreement is not effective unless and until it is approved, signed and dated by EVG Manufacturing, Inc.' s authorized representatIve
Downey Fire Department:Emergency VehICle Group:
'– tIn lms
Signature DateSignatureDate
Printed Name Printed Name
Brandon Hulett
Title Title
Regional Account Manager
2383 E Coronado St AnaheIm CA 92806
Tel 714-2384110 Fax 714-238'(3120
www &BIr+( net

Downey City CouncilJuly 8, 2025

Downey City Council
July 8, 2025