Kingsburg City Council
October 4, 2023

Good Faith Estimates
Government Code Section 5852.1 Disclosure:

1. Principal Amount: $3,274,000

2. True Interest Cost: 4.77%

3. Finance Charges (Costs of Issuance): $60,077.00

4. Net Proceeds to be received: $3,213,923.00 (net of finance charges)

5. Total Payment Amount through Maturity: $5,207,271.20 The foregoing estimates constitute good faith estimates only.

Next Steps
Assuming adoption of the Resolution, the next steps are as follows:
10/5 – 10/11 Finalize and execute financing documents
Thursday, 10/12 Close transaction; funding provided by Flagstar

RECOMMENDED ACTION BY CITY COUNCIL

1. Adopt Resolution No. 2023-042 approving an equipment-lease purchase agreement with Flagstar Public Funding Corp. and authorizing related documents and actions.

POLICY ALTERNATIVE(S)

1. Council could choose not to proceed with the financing and provide staff with direction on how to proceed.

STRATEGIC GOAL(S) MET:

1. Ensure Financial Stability

2. Promote Sustainable Development

FINANCIAL INFORMATION

PRIOR ACTION/REVIEW
City Staff, SitelogIQ, and Oppenheimer & Co Inc. (“Oppenheimer”) made a presentation to the City Council on September 6, 2023, and the Council directed Oppenheimer to solicit term sheets on behalf of the City for a TaxExempt Municipal Lease (“2023 Lease”) for the City’s solar project.

BACKGROUND
Net Energy Metering (NEM) - governs how rates are calculated for rooftop solar customers as their panels interact with the grid throughout the day. The NEM tariff allows customers to receive a financial credit on their electricity bills when their rooftop solar system sends excess electricity to the electric grid.

The California Public Utilities Commission (CPUC) unanimously voted to approve NEM 3.0. Under NEM 3.0, customers of PG&E, SCE, and SDG&E with solar systems will receive an average of 8 cents per kWh for the excess power they push onto the grid. This is roughly 75% less than the average export rate of 30 cents per kWh under NEM 2.0. IOU customers have until April 14, 2023, to grandfather a new solar system into NEM 2.0 by submitting a FISCAL IMPACT:

1. Is There A Fiscal Impact? Yes

2. Is it Currently Budgeted? No

3. If Budgeted, Which Line? N/A

complete interconnection application. The biggest change between NEM 2.0 and NEM 3.0 is the value of export rates — or the price of excess electricity produced by solar systems. Under NEM 3.0, residential solar export rates will be based on an “Avoided Cost Calculator” instead of retail rates (what customers pay for electricity).

NEM 3.0 key takeaways:
• Current solar owners will remain under their existing net metering policy. • Solar owners under NEM 3.0 will earn around 75% less for the excess electricity they push onto the grid. • Under NEM 3.0, the payback period for solar and battery storage systems will be roughly equal to the payback period of solar only systems.

City staff recommends approving the equipment-lease financing with Flagstar at this time, to lock-in a favorable interest rate on the approximately $3.2 million of proceeds needed for the City to move forward with its solar project.

ATTACHED INFORMATION

1. Oppenheimer Presentation

2. Authorizing Resolution

3. Equipment Lease-Purchase Agreement

4. Escrow Agreement
2023 SOLAR PROJECT FINANCING

CITY OF KINGSBURG

CITY COUNCIL MEETING
OCTOBER 4, 20231
• Economic data on inflation and actions taken
by or hinted at by the Federal Reserve
continue to drive the bond market.
• At the September FOMC meeting, the Federal
Reserve Board voted to keep interest rates
unchanged, in line with expectations.
• However, the Federal Reserve also provided an
increasingly hawkish monetary outlook. The
Fed is projecting another interest rate increase
by the end of the year and reduced
expectations for rate cuts in 2024. This was
contrary to investors’ hopes and expectations.
• The hawkish sentiment from the Fed has
caused interest rates to rise sharply. Since the
FOMC meeting on September 19th, the 10- and
30-year MMD have risen by close to 40 bps.

The Federal Reserve’s next policy meeting will
be held on October 31st.

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%
Municipal Bond Yields Since August 1, 2022
10-Year MMD 30-Year MMD
Market Update
Source: Tm3
Date 8/1 8/31 9/28 Change
Since 8/1
10-Yr MMD 2.61% 2.93% 3.47% +86bps
30-Yr MMD 3.54% 3.88% 4.36% +82bps
1 Summary of Proposals Received
2 • Council and staff directed us
to receive proposals prior to
the Fed Meeting on 9/19.
• Proposals were received on
Friday, 9/15.
• The Fed did not raise rates
on 9/19, but they provided a
hawkish outlook to investors.
• Rates have risen by 40bps
since the Fed Meeting.

Financing Structure:

Real Property Lease Equipment Lease Real Property Lease 20yr Amort./15yr Term
Interest Rate:

4.93% 4.77% 4.68%
Rate Lock Terms:

Locked through Locked through Locked through
October 12, 2023 October 15, 2023 November 3, 2023
Prepayment Terms:

In whole on any date In whole on any pmt date In whole
on or after on or before: Year 1-2: No Call
11/1/33 at par 5/1/2029: 101.5% Year 3-4: 102%
5/1/2030: 101% Year 5-6: 101%
5/1/2031: 100.5% Thereafter at par
After at PAR
Costs(1):

Bank Counsel: None None None
Proposal Expiration:

October 12, 2023 September 21, 2023 September 22, 2023
Capital One Flagstar Webster
Financing Results
3 Par Amount $3,274,000
Est. City's Cash Contribution $601,708
Proj./Contingency Fund $3,573,134
Capitalized Int. Fund $242,497
Cost of Issuance (1) $60,077
Interest Rate (2) 4.77%
Avg. FY Debt Service $268,369
Total Gross Debt Service $5,207,271
Summary Flagstar
(1) Includes bond counsel, placement agent, CDIAC, and misc. (2) Interest rate is both locked through closing on 10/12/23. (3) The Webster Bank proposal results in lower annual debt service payments (by $1,185 per year), but at the cost of encumbering a City asset of equal or greater value.

Flagstar Bank – Equipment Lease Financing Structure
15 Year Term with 20 Year Amortization
At year 15, the City will be required to either pay off the loan in full or refinance.

Capitalized Interest Fund
This financing includes a Capitalized Interest Fund which will make the City’s first 3 interest payments through 5/1/2025. This structure allows the City to forgo debt service payments until the solar project is completed and energy savings begin to accrue.

Escrow Account
The Escrow Account is held with Flagstar Bank and will hold the City’s Capitalized Interest Fund and Project Fund moneys. To access funds from account, the City will need to submit a payment request form (detailed in the Escrow Agreement) to the Bank. The escrow account is an interest bearing account. Any funds not drawn for the project will be credited to the City’s final debt service payment. 4 Equipment Lease Structure and Associated Legal Documents

1. Authorizing Resolution: this resolution, adopted by the Council, approves the lease financing with Flagstar Bank and the various documents and actions associated with the transaction.

2. Equipment Lease-Purchase Agreement: this document is the key legal document pursuant to which the City obtains the financing proceeds; it obligates the City to make semiannual lease payments to Flagstar Bank in order to pay-off the upfront loan made by Flagstar to the City, which the City will use to purchase the equipment being financed. The document also includes representations, warranties and covenants of the City, and terms pursuant to which the City can prepay the lease payments.

3. Escrow Agreement: the loan proceeds from Flagstar will be deposited into an escrow account with Flagstar Bank, N.A., as escrow bank. When the City needs to make payments to its solar equipment vendor (SiteLogIQ), it would submit a requisition to the Escrow Bank for the desired amount. These mechanics are handled in the Escrow Agreement. The Escrow account will earn interest which will accrue to the account. 5 Financing Schedule
Date Estimated Schedule Responsible Party
8/28/2023 Finance Committee Meeting ALL
9/6/2023 City Council meeting to approve moving forward with financing solar project City
9/7/2023 Begin soliciting term sheets from investors (banks) PA 9/15/2023 Receive term sheets and select investor
Lock interest rate and finalize numbers PA /City
9/19/2023 1st draft of resolution and legal documents distributed BC 9/25/2023 Comments due on legal documents ALL
9/28/2023 Agenda deadline for Council meeting City
10/4/2023 Council meeting to approve transaction and related legal documents City
10/5 to 10/11 Documents finalized and signed BC/City
10/12/2023 Close transaction PA/BC
PA = Placement Agent; BC = Bond Counsel; City = City of Kingsburg 6 Questions
7 All materials, including proposed terms and conditions, are indicative and for discussion purposes only. Finalized terms and conditions are subject to further discussion and negotiation and will be evidenced by a formal agreement. Opinions expressed are our present opinions only and are subject to change without further notice. The information contained herein is confidential. By accepting this information, the recipient agrees that it will, and it will cause its directors, partners, officers, employees and representatives to use the information only to evaluate its potential interest in the strategies described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited. Except in so far as required to do so to comply with applicable law or regulation, express or implied, no warranty whatsoever, including but not limited to, warranties as to quality, accuracy, performance, timeliness, continued availability or completeness of any information contained herein is made. Opinions expressed herein are current opinions only as of the date indicated. Any historical price(s) or value(s) are also only as of the date indicated. We are under no obligation to update opinions or other information.

The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. Oppenheimer does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and or counsel. The materials should not be relied upon for the maintenance of your books and records or for any tax, accounting, legal or other purposes. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Oppenheimer imposing any limitation of any kind.

Oppenheimer shall have no liability, contingent or otherwise, to the user or to third parties, or any responsibility whatsoever, for the correctness, quality, accuracy, timeliness, pricing, reliability, performance or completeness of the data or formulae provided herein or for any other aspect of the performance of this material. In no event will Oppenheimer be liable for any special, indirect, incidental or consequential damages which may be incurred or experienced on account of the user using the data provided herein or this material, even if Oppenheimer has been advised of the possibility of such damages. Oppenheimer will have no responsibility to inform the user of any difficulties experienced by Oppenheimer or third parties with respect to the use of the material or to take any action in connection therewith. The fact that Oppenheimer has made the materials or any other materials available to you constitutes neither a recommendation that you enter into or maintain a particular transaction or position nor a representation that any transaction is suitable or appropriate for you.
© 2023 Oppenheimer & Co. Inc. Transacts Business on All Principal Exchanges and Member SIPC. All rights reserved. No part of this presentation may be reproduced in any manner without the written permission of Oppenheimer. Oppenheimer & Co. Inc., including any of its affiliates, officers or employees, does not provide legal or tax advice. Investors should consult with their tax advisor regarding the suitability of Municipal Securities in their portfolio. 9 RESOLUTION NO. 2023-042

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF KINGSBURG APPROVING AN EQUIPMENT LEASE-PURCHASE AGREEMENT WITH FLAGSTAR PUBLIC FUNDING CORP.

IN AN AMOUNT NOT TO EXCEED $3,500,000 AND AUTHORIZING RELATED DOCUMENTS

AND ACTIONS
WHEREAS, the City of Kingsburg (the “City”), a municipal corporation and general law city organized and existing under the laws of the State of California, is authorized by the laws of the State of California, including Government Code Section 37350, to purchase, lease and receive personal property for the benefit of the City and its inhabitants and to enter into contracts with respect thereto; and
WHEREAS, the City desires to purchase, lease and receive certain equipment with a cost not to exceed $3,500,000 constituting personal property necessary for the City to perform essential governmental functions (the “Equipment”); and WHEREAS, in order to obtain such Equipment, the City proposes to enter into that certain Equipment Lease-Purchase Agreement (the “Lease Agreement”) with Flagstar Public Funding Corp. (or one of its affiliates), as lessor (the “Lessor”), the form of which has been presented to the City Council at this meeting; and
WHEREAS, the City Council deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Lease Agreement, an escrow deposit agreement related thereto (the “Escrow Agreement”), and certain other documentation relating to the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided;
WHEREAS, the information required to be obtained and disclosed by the City Council pursuant to Section 5852.1 of the California Government Code with respect to the financing of the Equipment is set forth in the staff report accompanying this Resolution; and

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KINGSBURG AS FOLLOWS:

Section 1. Findings and Determinations. It is hereby found and determined that the terms of the Lease Agreement and the Escrow Agreement, in the forms presented to the City Council at this meeting, are in the best interests of the City for the acquisition, financing and leasing of the Equipment.

Section 2. Approval of Documents. The Lease Agreement and the Escrow Agreement are each hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the City Manager or Finance Director (each, an “Authorized Officer”), working with special legal counsel Jones Hall, to put such agreements into final form, the execution and delivery of which by an Authorized Officer being conclusive evidence of such approval; provided, that with respect to the Lease Agreement the par amount shall not exceed $3,500,000 and the interest rate shall not exceed 4.77%. Subject to the foregoing, each Authorized Officer is hereby authorized and directed to execute (in writing or electronically) the Lease Agreement, the Escrow Agreement and any other exhibits and closing documents related thereto and to deliver such agreements and related documents to the respective parties thereto, and the City Clerk of the City is hereby authorized to attest or affix the seal of the City to such documents, to the extent deemed necessary.

Section 3. No General Liability. Nothing contained in this Resolution, the Lease Agreement, the Escrow Agreement, or any other instrument or document shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of the Lease Agreement, Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under the Lease Agreement are limited obligations of the City, subject to annual appropriation, as provided in the Lease Agreement.

Section 4. Appointment of Authorized City Representatives. Each Authorized Officer is hereby designated to act as authorized representatives of the City for purposes of the Lease Agreement, Escrow Agreement and related documents until such time as the City Council shall designate any other or different authorized representative for purposes thereof. Whenever in this Resolution an Authorized Officer is authorized or directed to execute any document or take any action, such execution or other action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.

Section 5. Appointment of Financing Team. In connection with the transactions described in this Resolution, the City Council hereby authorizes, ratifies and confirms the appointment of Jones Hall, A Professional Law Corporation, to serve as special legal counsel, and Oppenheimer & Co., Inc., to serve as placement agent, with the fees and expenses of each such firm payable from the proceeds of the financing and no other funds of the City. Each Authorized Officer is authorized to execute a professional services agreement or a placement agent agreement, as applicable, with each such firm, to the extent deemed necessary.

Section 6. Other Actions Authorized. The Authorized Officers are hereby authorized and directed to take all actions necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated by the Lease Agreement and Escrow Agreement, including the execution (in writing or electronically) and delivery of disbursement requests, tax certificates and other documents contemplated by the Lease Agreement or the Escrow Agreement, and to take all action necessary in conformity therewith, including, without limitation, the execution (in writing or electronically) and delivery of any closing and other documents required to be delivered in connection therewith.

Section 7. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.

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

I, Abigail Palsgaard, City Clerk of the City of Kingsburg, do hereby certify that the foregoing resolution was duly passed and adopted at a regular meeting of the Kingsburg City Council held on the 4th day of October 2023.

Ayes: Councilmembers:

Noes: Councilmembers:

Absent: Councilmembers:

Abstain: Councilmembers:
_______________________________________
Abigail Palsgaard, City Clerk
City of Kingsburg
City of Kingsburg / Flagstar Public Funding Corp.

Equipment Lease-Purchase Agreement Page 1 of 15
[October 12], 2023

EQUIPMENT LEASE-PURCHASE AGREEMENT

1. Agreement. Subject to the terms and conditions contained in this Equipment LeasePurchase Agreement dated [October 12], 2023 (together with all Exhibits attached hereto and certificates delivered herewith, the “Lease Agreement”), FLAGSTAR PUBLIC FUNDING CORP., as lessor (“Lessor”), whose mailing address is 600 Washington Avenue, Suite 305, Towson, Maryland 21204, hereby purchases from and agrees to sell, transfer and lease back to the CITY OF KINGSBURG, aslessee (“Lessee”), whose mailing addressis 1401 Draper Street, Kingsburg, California 93631, and Lessee hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the “Equipment”) described in Exhibit A attached hereto.

2. (a) Term. The term of this Lease Agreement (the “Lease Term”) begins as of the Commencement Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Paragraph 10, (b) Lessor’s election to terminate this Lease Agreement pursuant to Paragraph 16, (c) Lessee’s option to terminate this Lease Agreement pursuant to the second paragraph of Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder.
(b) Funding and Acquisition of the Equipment; Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an Escrow Deposit Agreement (the “Escrow Agreement”) dated the Commencement Date, between Lessor, Lessee, and Flagstar Bank, N.A., as escrow agent, relating to the escrow account (“Escrow Account”) created thereunder. On the Commencement Date, Lessor shall apply the $[3,500,000.00] in “Lease Proceeds” as follows: (i) $[60,077.00] shall be applied to the payment of issuance costs, (ii) $[242,497.00] shall be deposited to the Escrow Account and used to fund capitalized interest, and (iii) the balance shall be deposited to the Escrow Account and used to pay for the acquisition and installation of the Equipment. As an exemplar, the Lease Proceeds will be disbursed as provided for in the Closing Memorandum of even date herewith.

3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Term in the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable hereunder shall be made to Lessor at its above-stated address or as it shall otherwise designate in writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal.

Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this Lease Agreement at the end of any fiscal year of Lessee as identified in Exhibit A (a “Fiscal Year”) if sufficient funds are not appropriated byLessee’sGoverningBody to pay rental payments and other amounts due hereunder during the next succeeding Fiscal Year (an “Event of Nonappropriation”). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation.

City of Kingsburg / Flagstar Public Funding Corp.

Equipment Lease-Purchase Agreement Page 2 of 15
[October 12], 2023
Lessee represents and warrants that: (a)subject to the other terms and conditions of this Agreement, it willmake sufficient appropriations or willmake available otherlegally available fundsto pay allrental payments hereunder due (if any) during the Fiscal Year ending on June 30, 2024 and each fiscal year thereafter; (b) the officer of Lessee responsible for budget preparation will do all things lawfully within his/her power to request, budget for and obtain appropriated funds for the payment of rental payments and other amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term with the understanding that any such appropriation is within the sole discretion of the Lessee’s Governing Body; and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Lease Agreement. If an Event of Nonappropriation hereunder shall occur, Lessee agrees to comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination.

Lessee’s obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement.

4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee’s present intention is to make rental payments for the Lease Term as long as it has sufficient appropriations or, if any/applicable, other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit D.

5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME.

LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO,

REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR

INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY,

ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS

CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT “AS IS” “WHERE IS” AND “WITH ALL FAULTS.” Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the Vendor thereof (as such term is defined in Exhibit A hereto). Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease Agreement for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery orinability to use the Equipment for any reason whatsoever and Lessee’s obligations to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee’s obligations to pay Lessor all rental payments and other amounts payable hereunder. Lessee has selected both the Equipment and the Vendor and acknowledgesthat Lessor has not participated in any way City of Kingsburg / Flagstar Public Funding Corp.

Equipment Lease-Purchase Agreement Page 3 of 15
[October 12], 2023
in Lessee’s selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment.

6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment for which disbursement is requested from the Escrow Account upon its delivery and authorizes Lessor to insert on Exhibit A the serial numbers and any additional description of the items of Equipment so delivered. As evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the Equipment, subject to the terms of this Lease Agreement.

7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the “Equipment Location” stated in Exhibit A and Lessee shall not remove any of the Equipment therefrom (except as within the Equipment’s normal and contemplated use) without Lessor’s prior written consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor.

8. Security Interest; Title to Equipment.
(a) With respect to all Equipment financed hereunder: To secure the performance of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first priority and perfected lien and security interest on the Equipment delivered hereunder and on any attachments, proceeds, warranty rights or other payments from the Vendor, and other amounts related thereto. As further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Account and all proceeds (cash and non-cash) thereof. Lessee agrees to execute, provide and/or deliver such additional documents and such information (including, without limitation, opinions of counsel, financing statements, landlord-tenant or mortgagee waivers, information necessary for fixture filings), notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its first priority and perfected security interest in the Equipment or for the confirmation or perfection of Lessor’s rights hereunder. To the extent possible, Lessee further agrees that Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code. Lessee, at its expense, will protect and defend Lessee’s rights in the Equipment and Lessor’s rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee’s creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior written notice to Lessee, to enter upon any premises owned by the Lessee and where the Equipment is located in order to inspect the Equipment and/or any books or records related thereto.
(b) Solely with respect to Equipment that is not comprised of vehicles and during the Lease Term, ownership and legal title of all of the Equipment and all substitutions, repairs, modifications, and replacements shall be in Lessee, and Lessee shall take all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and, by this Lease Agreement, Lessor City of Kingsburg / Flagstar Public Funding Corp.

Equipment Lease-Purchase Agreement Page 4 of 15
[October 12], 2023
is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment, or Lessee’s use, maintenance, operation, storage, or maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreement pursuant to Paragraph 16(a) hereof or an Event of Nonappropriation occurs hereunder, all rights, title, and interests in the Equipmentshall immediately vest in Lessor free and clear of any right, title or interest of Lessee and Lessor shall be entitled to all applicable remedies set forth in Section 16(b) and (c) hereunder. Lessee, at its expense, will protect and defend Lessee’s rightsin the Equipment and Lessor’s rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee’s creditors and other persons.
(c) Solely with respect to Equipment consisting of vehicles, the provisions of this Section 8(c) shall apply: Lessee agrees to either cause the original registration of Lessor or its assignee as legal owner of the Equipment or endorse the certificate of ownership showing Lessor or its assignee as legal owner (as required by Section 6301 of the California Vehicle Code). Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, MSOs/Certificates of Origin, Title Applications, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of Lessor’s rights hereunder. During the Lease Term, Lessee shall be the owner (as defined in Section 460 of the California Vehicle Code) of the Equipment entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder, which isthe legal owner (as defined in Section 370 of the California Vehicle Code) of the Equipment. If Lessor terminates this Lease pursuant to Paragraph 16 hereof or an Event of Nonappropriation occurs hereunder, all rights, title, and interests in the Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee and Lessor shall be entitled to all applicable remedies set forth in Section 16(b) and (c) hereunder. (d) Solely with respect to Equipment consisting of software, programming or other materials subject to licensure, Lessor will not have the right to repossess, use and/or re-sell or re-let that portion of the Equipment consisting of licensed software or programming that the repossession, use and/or re-sale or re-leasing of which is expressly prohibited by law or applicable licensing agreement. In lieu of the foregoing, Lessee agrees to purge any software and programming from its operating systems and destroy any hard or electronic copies of such software and programming. Upon Lessor’s request, Lessee will provide Lessor with reasonable certifications as to the foregoing.

9. Personal Property. The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty. Lessee covenants that, unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease. At Lessor’s request, Lessee shall provide Lessor with a waiver from each landlord and/or mortgagee of the premises in which the Equipment is to be located of any rights that such landlord and/or mortgagee may have in respect of any of the Equipment. Lessee will also provide any information as may be reasonably requested by Lessor with respect to any fixture filings that Lessor may deem necessary.

City of Kingsburg / Flagstar Public Funding Corp.

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10. Purchase of Equipment by Lessee; Prepayment. (a) At the option of Lessee, and provided that no Event of Default has occurred and is continuing hereunder, Lessor’s interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, and this Lease Agreement shall terminate: (i) on May 1, 2038, after payment in full of the rental payments and the Concluding Payment due on May 1, 2038 (as set forth on the Equipment Schedule), or (ii) on any rental payment date hereunder, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee’s intention to purchase the Equipment pursuant to this provision, by paying to Lessor, in addition to the rental payment due and all other amounts due and owing on such date, an amount equal to the concluding payment shown for such rental payment date in the rental payment schedule in Exhibit A (the “Concluding Payment”).
(b) Notwithstanding anything set forth in Section 10(a) above, Lessee and Lessor may agree to refinance the Concluding Payment due on May 1, 2038 for a period of not more than 5 years; provided, however, that Lessee and Lessor must agree on an interest rate and payment terms and Lessee must meet Lessor’s then existing credit and underwriting standards. (c) As set forth in Section 10(a) above, Lessee has the right to optionally prepay the outstanding rental payments constituting principal, in whole and not in part, on any payment date following at least 30 days’ notice to Lessor by paying the Concluding Payment and rental payment due on such payment date. The Concluding Payment includes the following prepayment premiums, expressed as a percentage of the principal components to be redeemed:

Payment Dates
Prepayment
Premium
Commencement Date through and including May 1, 2029 101.5% May 2, 2029 through and including May 1, 2030 101.0
May 2, 2030 through and including May 1, 2031 100.5
May 2, 2031 and any payment date thereafter 100.0

11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obligation hereunder because of any such occurrence. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self-insurance) or condemnation award to be applied, at Lessor’s option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor’s direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds.

City of Kingsburg / Flagstar Public Funding Corp.

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12. Insurance.
(a) Insurance Policies. If Lessee is not self-insured (as hereafter provided), Lessee shall, at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the amount of the then applicable Concluding Payment, or (b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment asis customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessor’s assignee, the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee. If Lessee shall fail to provide any such insurance required hereunder or, within ten (10) days after Lessor’s request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option, shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor, and shall provide that losses, if any,shall be payable to Lessor as “loss payee,” and allsuch liability insurance shall include Lessor as an “additional insured.” Lessee shall pay the premiums for such insurance and deliver to Lessor a certification in the form of Exhibit C and satisfactory evidence of the insurance coverage required hereunder. Lessee hereby irrevocably appoints Lessor as Lessee’s attorneyin-fact to make claim for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. (b) Self-Insurance. If Lessee is self-insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that is acceptable to and approved by Lessor, Lessee shall maintain during the Lease Term such actuarially sound self-insurance program and shall provide Lessor a certification to that effect together with evidence of the self-insurance program in form and substance satisfactory to Lessor.

13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (other than those created hereunder) and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor’s request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor’s rights hereunder or to otherwise effectuate the intent of this Lease Agreement.

14. Release. To the extent not prohibited by law, Lessee shall release, defend and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys’ fees and costs (“Claims”), arising out of the ordering, purchase, delivery, rejection, nondelivery, ownership, selection, possession, operation, control, use, condition, maintenance, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the City of Kingsburg / Flagstar Public Funding Corp.

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condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease Agreement for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven, direct and proximate gross negligence or willful misconduct of Lessor, nor shall Lessee be required to expend any sums that are not properly appropriated or otherwise legally available.

15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE,

SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS

LEASE AGREEMENT OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS

USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR’S PRIOR WRITTEN CONSENT. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR’S PRIOR WRITTEN CONSENT SHALL BE VOID.

Lessor’s right, title and interest in and to this Lease Agreement, the rental payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment (collectively, the “Assigned Rights”), may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub-assignees without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i)shall be made only to investors each of whom Lessor reasonably believesis a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is currently purchasing the Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make rental payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lessor or Lease Servicer (assuch term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to asthe “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Nonappropriation under this Lease Agreement. Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 15 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest therein).

Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 15 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee, identifies the new Lessor or sole Lease Servicer, if/as applicable, and provides a investor letter in substantially the form attached as Exhibit B attached hereto (the “Investor Letter”); provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the rental payments payable under this Lease Agreement, it shall thereafter be sufficient that Lessee receives notice City of Kingsburg / Flagstar Public Funding Corp.

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of the name and address of the bank, trust company or other entity that acts as the Lease Servicer and no Investor Letter is required. Notices of assignment provided pursuant to this Section 15 shall contain a confirmation of compliance with the transfer requirementsimposed by Section 15 hereof. During the Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to Lease Servicer (for the benefit of the assignee or assignees, as the case may be) last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor.

Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Equipment, or all rights in, to and under the Escrow Agreement.

Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days after request therefor in such form as the Lessor may reasonably require. Lessee further agrees that any money, fees, or other property sold or conveyed to a Lessor from an Assignee in connection with the sale and conveyance of Assigned Rightsshall be the property of the Lessorselling such Assigned Interest, and Lessee will not have or make any claim against such assignment proceeds.

16. Events of Default; Remedies.
(a) Each of the following events constitutes an “Event of Default” hereunder: (i) except in the case of an Event of Nonappropriation, Lessee fails to pay in full the rental payment due hereunder on any date upon which such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (iv) any material warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on the date made; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy, seizure or attachment thereof or thereon; or (iv) Lessee defaults in its obligations under any other agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement.
(b) Immediately upon the occurrence of an Event of Default hereunder: (i) Lessor may demand payment ofthe Concluding Payment, together with all rental payments and other amounts that may have been appropriated through the end of the then current Fiscal Year and terminate this Lease Agreement or Lessee’s rights hereunder; and (ii) Upon return (if applicable as per Section 16(c) hereunder), if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (x) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (y) pay to Lessor the reasonable costs of such repair and restoration, or (z) pay for the transfer of any and all licenses, rights, or interest in any software or programming, to the extent the foregoing may be assigned.

City of Kingsburg / Flagstar Public Funding Corp.

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(c) Following any Event of Default or Event of Nonappropriation hereunder, Lessee hereby agrees, at its expense, to surrender the Equipment promptly to Lessor at such location in the continental United States as Lessor shall direct; provided, however, that Lessor will use reasonable efforts to require return to the closest point nearest the Lessor’s then current location. If the Equipment is unable to be returned, Lessee has not delivered the Equipment as requested, or following Lessor’s election in lieu of taking possession of the Equipment, either: (a) Lessee will permit Lessor or its agents to enter the premises where the Equipment is then located and take such Equipment and exercise all legally permitted rights of repossession, or (b) Lessee will agree to refrain from using such Equipment and purge any and all software, programming, operating systems, manuals, other information (hard or electronic copy) and/or destroy any hard or electronic copies of such software and programming which may constitute the Equipment. Upon Lessor’s request, Lessee will provide Lessor with reasonable certifications as to the foregoing. In the event that any such Equipment isreturned to the Lessor, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests arising by, through or under the Lessee to which the Equipment may have become subject. If Lessor is able to (i) recover any Equipment, (ii) sell or otherwise liquidate the Equipment (or any portion thereof) following an Event of Default or an Event of Nonappropriation, and (iii) realize net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Lease Term plus any other amounts then due hereunder, Lessor shall immediately pay the amount of any such excess to Lessee. (d) If Lessor terminatesthis Lease Agreement under this Paragraph 16 or an Event of Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee otherwise refusesto pay rental payments hereunder due during a Fiscal Year for which Lessee’s governing body has appropriated sufficient legally available funds to pay such rental payments due hereunder, Lessor (i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have been made to be immediately due and payable, (ii) shall be entitled to bring such action at law or in equity to recover money and other damages attributable to such holdover period for the Equipment, and (iii) will be entitled to recover interest on all such amounts at the Default Rate. (e) Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of Lessor shall be cumulative and not alternative.

Lessor’s failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses (including attorney’s fees) reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available funds.

17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within ten (10) days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent principal amount at the “Default Rate,” which is nine percent (9%) per annum, or the maximum amount permitted under applicable law, whichever is less, until such delinquent amount is paid in full. Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided.

18. Rental Payments to Be Unconditional. Except as expressly set forth to the contrary in this Lease Agreement (including Paragraph 3), Lessee agrees that as of the Commencement Date, City of Kingsburg / Flagstar Public Funding Corp.

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Lessee’s obligations hereunder are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoupment, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly.

19. Tax Covenants. (a) Lessee agrees to the following tax covenants:
(1) Private Activity Bond Limitation. Lessee will assure that the proceeds of the Agreement are not so used as to cause the obligations of Lessee under the Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.
(2) Federal Guarantee Prohibition. Lessee will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the obligations of Lessee under the Agreement to be “federally guaranteed” within the meaning of section 149(b) of the Code. (3) Rebate Requirement. Lessee will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Agreement. (4) No Arbitrage. Lessee will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Agreement which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of delivery of the Agreement would have caused any of the obligations of Lessee under the Agreement to be “arbitrage bonds” within the meaning of section 148 of the Code.
(5) Maintenance of Tax-Exemption. Lessee will take all actions necessary to assure the exclusion of interest with respect to the Agreement from the gross income of the owner of the Agreement to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of delivery of the Agreement. (6) Record Retention. Lessee will retain its records of all accounting and monitoring it carries out with respect to the Agreement for at least 3 years after the Agreement matures or is prepaid (whichever is earlier); provided, that if Lessee’s Rental Payments under the Agreement are prepaid and refunded, Lessee will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or prepayment of the obligations that refunded the Agreement. (7) Compliance with Tax Documents. Lessee will comply with the provisions of the tax certificate and use of proceeds certificate with respect to the Agreement, which are incorporated herein as if fully set forth herein.

The representations, warranties and covenants of this Section 19(a) will survive payment in full of the Agreement.
(b) Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of City of Kingsburg / Flagstar Public Funding Corp.

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which is legally required or otherwise restricted to pay directly or indirectly rental payments hereunder.

Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Account will not be used in a manner that will cause this Lease Agreement to be classified as an “arbitrage bond” within the meaning of Section 148(a) of the Code. (c) Should Lessor either (i) receive notice, in any form, from the Internal Revenue Service or (ii) reasonably determine, based on an opinion of a nationally recognized independent tax counsel, that Lessor may not exclude, for any reason, any interest (or portion thereof) paid under the Lease Agreement from its Federal or State gross income tax calculation (an “Event of Taxability”), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to rental payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest due through the date of such event), will restore to Lessor its anticipated after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of rental payments and reinvestment at the after-tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional rental payments to Lessor on each succeeding rental payment date such amount as will maintain such anticipated after-tax yield to Lessor. Notwithstanding the foregoing, the Lessor shall not charge Lessee a per annum interest rate on the principal balance in excess of eight percent (8%) following an Event of Taxability. (d) It is Lessor’s and Lessee’s intention that this Lease Agreement not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the owner of the Equipment hereunder for federal income tax purposes. (e) The Lessee hereby designates the Agreement for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under section 103(a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the Code, except qualified 501(c)(3) bonds as defined in section 145 of the Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Bonds (together, the “Bank Qualified Bonds”), has been or will be issued by the Lessee, including all subordinate entities of the Lessee, during the calendar year 2023.

No Bank Qualified Bonds, other than the Agreement, were issued or are expected to be issued by the Lessee during calendar year 2023.

20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lessor that:
(a) Lessee is a duly organized and validly existing municipal corporation and general law city, which is a political subdivision of the State of California within the meaning of Section 103(c) of the Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such.
(b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Lease Agreement and the Escrow Agreement and has been duly authorized to execute and deliver this Lease Agreement and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee’s governing body specifically authorizing Lessee to execute and deliver this Lease Agreement and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true, and correct copy of an Incumbency City of Kingsburg / Flagstar Public Funding Corp.

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Certificate in substantially the form attached as Exhibit E hereto relating to the authority of the officers who have executed and delivered this Lease Agreement and who will execute and deliver this Lease Agreement and the Escrow Agreement and all documents in connection herewith and therewith on behalf of Lessee.
(c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease Agreement and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease Agreement and the Escrow Agreement.
(d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease Agreement and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally.
(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease Agreement or the Escrow Agreement, or any other agreement or instrument to which Lessee is a party and that is used or contemplated for use in the consummation of the transactions contemplated by this Lease Agreement or the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Agreement and the Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained.
(f) The payment of the rental payments or any portion thereof hereunder is not (under the terms of this Lease Agreement) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.
(g) The entering into and performance of this Lease Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an 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 be bound, except as herein provided.
(h) Lessee’s name as indicated on the first page of this Lease Agreement is its true, correct, and complete legal name.
(i) The useful life of the Equipment will not be less than the Lease Term hereof.

City of Kingsburg / Flagstar Public Funding Corp.

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[October 12], 2023
(j) Lessee has entered into this Lease Agreement for the purpose of purchasing, acquiring, and leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor to the Escrow Agent, and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery hereof, unless a proper reimbursement resolution has been passed and the Lessee has complied with all reimbursement requirements under the Code, including, without limitation, Treasury Reg. 1:150. (k) The application, statements, and credit or financial information submitted by Lessee to Lessor are true and correct and made to induce Lessor to enter into this Lease Agreement. (l) During the Lease Term of this Lease Agreement, Lessee shall (i) provide Lessor with its current budget within 30 days of the adoption thereof, but by no later than September 1 of each year, (ii) furnish or cause to be furnished to Lessor, at Lessee’s expense, as soon as available and in any event not later than 270 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee’s auditor; and (iii) provide such financial or other information as Lessor may reasonably request, including, without limitation, information related to the Equipment, the Net Proceeds of any insurance, warranty, condemnation or eminent domain award, and proof of appropriations. (m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Special Counsel in substantially the form attached as Exhibit F hereto. (n) If the actual costs of acquiring the Equipment are more than the amounts on deposit in the Escrow Account, the Lessee will complete the project and acquisition of the Equipment at its own cost and expense. If the actual costs of acquiring the Equipment are less than the amounts on deposit in the Escrow Account, the Lessee shall use such excess amounts to make rental payments in the order in which they become due.
(o) Lessee has experienced no material change in its financial condition since June 30, 2022.
(p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to this Lease Agreement from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice.

21. Execution in Counterparts; Chattel Paper. This Lease 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 instrument; provided, however, that only Counterpart No. 1 hereof shall constitute chattel paper for purposes of the applicable Uniform Commercial Code.

22. Applicable Law. This Lease Agreement shall be construed under the laws of the State of California (the “State”).

23. Binding Effect; Severability; Survival. This Lease Agreement shall not become City of Kingsburg / Flagstar Public Funding Corp.

Equipment Lease-Purchase Agreement Page 14 of 15
[October 12], 2023
effective until accepted by Lessor at its herein-described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives, and assigns. No provision of this Lease Agreement that may be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain in full force and effect.

24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Lease Agreement, the Escrow Agreement and the Exhibits attached hereto and certificates delivered in connection herewith constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes hereof and any assignment hereof. If a court with competent jurisdiction rulesthat the interest rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable laws.
[Remainder of page intentionally left blank]

THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS EQUIPMENT LEASE-PURCHASE AGREEMENT.

FLAGSTAR PUBLIC FUNDING CORP.,
Lessor
By:

Name: Donald S. Keough
Title: Senior Managing Director
CITY OF KINGSBURG, Lessee
By:

Name: Alexander J. Henderson
Title: City Manager

Counterpart No. of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1.

City of Kingsburg/ Flagstar Public Funding Corp. Equipment LeasePurchase Agreement

[October 12], 2023
A-1

EXHIBIT A

EQUIPMENT SCHEDULE TO EQUIPMENT LEASE-PURCHASE AGREEMENT DATED [OCTOBER 12], 2023

1. DESCRIPTION OF THE EQUIPMENT:

The “Equipment” consists of various energy conservation measures, including, without limitation, ________________________, as more fully described in that certain Energy Services Master Agreement, dated ________, 2023 (the “Vendor Agreement”), by and between the City of Kingsburg and SitelogIQ, Inc. (the “Vendor”).

The Equipment as defined above (and, together with, all accessories, attachments, substitution, replacements, and accessories thereto) to be sold, delivered, installed, or performed under the Vendor Agreement will be financed by this Equipment Schedule dated [October 12], 2023 to that Equipment Lease- Purchase Agreement dated [October 12], 2023 by and between Flagstar Public Funding Corp. and the City of Kingsburg, and such Equipment shall, include, without limitation, the following:

Equipment Amount Location
Lighting $
Controls $
Solar + EV Charging $
Mechanical $
Site Improvements $
Total Equipment Cost: $
Total Capitalized Interest $
Total Issuance Costs: $
Total Lease Proceeds: $

2. EQUIPMENT LOCATION: The Equipment will be generally located at various locations throughout the City of Kingsburg. Specific locations for each unit of Equipment or service provided will be as set forth on each Disbursement Request Form or as more specifically set forth in the Vendor Agreement, but all Equipment will be generally located at one of the following ____ locations: ____________________.

If locations for Equipment vary from those set forth herein, they will be set forth on the Final Certificate of Acceptance, but will not be located outside the Lessee’s jurisdictional boundaries.

A-2

3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows:

Payment Date Principal Interest
Total Rental
Payment
Remaining
Principal
Concluding
Payment
Funding
5/1/2024
11/1/2024
5/1/2025
11/1/2025
5/1/2026
11/1/2026
5/1/2027
11/1/2027
5/1/2028
11/1/2028
5/1/2029
11/1/2029
5/1/2030
11/1/2030
5/1/2031
11/1/2031
5/1/2032
11/1/2032
5/1/2033
11/1/2033
5/1/2034
11/1/2034
5/1/2035
11/1/2035
5/1/2036
11/1/2036
5/1/2037
11/1/2037
5/1/2038
Totals: $ $ $
* Subject to refinancing at revised interest rate commencing May 1, 2038 pursuant to Section 10(c). ^ Interest payments due on May 1, 2024, November 1, 2024, and May 1, 2025 will be paid from Lease proceeds on deposit in Escrow Account.

Assumes that all rental payments and additional rentals due on and prior to that date on which a Concluding Payment is made have been paid.

A-3

4. INTERESTRATE: 4.77%, butsubject to readjustment commencing on May 1, 2038 pursuant to Section 10(c) or following an Event of Nonappropriation or Event of Taxability.

5. COMMENCEMENT DATE: [October 12], 2023

6. SCHEDULED LEASE TERM: ____ years or ___ months, but subject to Section 10(c).

7. Lessee’s Current Fiscal Year extends from July 1, 2023 to June 30, 2024.

8. The terms and provisions of the Equipment Lease-Purchase Agreement described above are hereby incorporated into this Schedule by reference and made a part hereof.

9. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Equipment Lease-Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds will be appropriated by Lessee for the payment of all rental payments (if any) due under this Schedule during Lessee’s Fiscal Year ending on June 30, 2024.

10. Interest, if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Equipment Schedule. [Remainder of page intentionally left blank]
FLAGSTAR PUBLIC FUNDING CORP.,
Lessor
By:

Name: Donald S. Keough
Title: Senior Managing Director
CITY OF KINGSBURG, Lessee
By:

Name: Alexander J. Henderson
Title: City Manager

Counterpart No. of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1.
[Signature Page to Exhibit A- Equipment Schedule]
A-4

EXHIBIT B
Form of Investor Letter
I, Donald S. Keough, the Senior Managing Director of Flagstar Public Funding Corp. (the “Lessor”) do hereby certify as follows with respect to that certain Equipment Lease-Purchase Agreement, dated as of [October 12], 2023 (together with the Equipment Schedule of even date therewith, the “Lease Agreement”) between Flagstar Public Funding Corp., as Lessor, and City of Kingsburg, California, as Lessee:

1. The Lessor is a Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities Act of 1933, as amended or an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The Lessor has such knowledge and experience in financial and business matters in general, and in transactions such as the financial arrangements contemplated by the Lease Agreement in particular, that it is capable of evaluating and has evaluated the merits and risks of entering into the financial arrangements contemplated by the Lease Agreement and the Lessor understands the risks of its purchase of the Lease Agreement.

2. The Lessor has conducted its own investigation of the financial condition of the Lessee, the purpose for which the Lease Agreement is being entered into and of the security for payment of the rental payments due under the Lease Agreement, and has obtained such information regarding the Lease Agreement and the Lessee and its operations, financial condition and financial prospects as the Lessor deems necessary to make an informed investment decision with respect to is purchase of the Lease Agreement. The Lessor acknowledges that no official statement, offering memorandum or other disclosure document is being provided by the Lessee or Lessor in connection with the Lease Agreement.

3. The Lessor is currently purchasing its interest in the Lease Agreement for its own account (or that of its consolidated taxpayer group) and without a present intention to sell any portion thereof to any other person, provided that the Lessor retains the right at any time to dispose of its interest in the Lease Agreement as it may determine to be in its best interests, provided further that any subsequent resale shall be made only in accordance with the restrictions on transferability and resale set forth in Section 15 of the terms of the Lease Agreement.

4. The Lessor acknowledges and agrees that the obligation of the Lessee to pay rental payments under the Lease Agreement shall constitute a current expense of the Lessee and shall not in any way be construed to be a debt of the Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the Lessee, nor shall anything contained in the Lease Agreement constitute a pledge of the full faith and credit or taxing power of the Lessee.

5. Each of the Lessee, the Lessee’s financial advisor and placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relatesto structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Lease Agreement from its own financial, legal, tax and other advisors (and not from the Lessor or its affiliates) to the extent that the Lessee, the Lessee’s Placement Agent desires, should or needs to obtain such advice. The Lessor expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to the Lessee, the Lessee’s financial advisor or the placement agent or any other party, or the correctness of any legal interpretation made by counsel or counsels to any such entity or any other party with respect to such matters. The Lessor is not responsible for any the Lessee, the Lessee’s and financial advisor or the placement agent or any other party’s compliance or noncompliance with any applicable law.

6. The taxpayer identification number of the Lessor is 47-3574745 and the address and primary contact for the Lessor are as more fully set forth in the Lease Agreement.

Dated this [October 12], 2023.

FLAGSTAR PUBLIC FUNDING CORP.

By:

Name:

Title:

B-1
C-1-1

EXHIBIT C

INSURANCE CERTIFICATION
[complete only if Lessee is not self-insured]
Flagstar Public Funding Corp. 600 Washington Ave, Suite 305 Towson, MD 21204
[October 12], 2023
Re: Equipment Lease-Purchase Agreement dated [October 12], 2023 In connection with the above-referenced Lease Agreement, City of Kingsburg, aslessee (the “Lessee”) certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number):

Name of Agent: [Insert Insurer Name Here - Lessee to provide] Address: [Insert Address Here - Lessee to provide]
Phone: [Insert Phone Here - Lessee to provide]
to issue:

Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $3,000,000. The policy should be endorsed to name Flagstar Public Funding Corp., and its successors and/or assigns as an additional insured.

Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the abovereferenced Equipment Schedule in an amount not less than the greater of $[3,552,500.00] or the full replacement cost of the Equipment. Such insurance shall be endorsed to name Flagstar Public Funding Corp. as a lender loss payee with respect to such Equipment.

The required insurance should also be endorsed to give Flagstar Public Funding Corp. at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of Flagstar Public Funding Corp. shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee.

Proof of insurance coverage will be provided to Flagstar Public Funding Corp. prior to and/or commensurate with the Commencement Date of the Lease.

Very truly yours,

CITY OF KINGSBURG,
as Lessee
By:

Name: Alexander J. Henderson
Title: City Manager
D-1

EXHIBIT D

ESSENTIAL USE CERTIFICATE
Flagstar Public Funding Corp.
600 Washington Ave, Suite 305
Towson, MD 21204
[October 12], 2023
Re: Equipment Lease-Purchase Agreement dated [October 12], 2023 I, Alexander J. Henderson, City Manager of the City of Kingsburg, as lessee (the “Lessee”), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above-referenced Lease Agreement:

1. What is the specific use of the Equipment?
To reduce energy consumption and operational expenses through the installation of energy conservation and energy generation technologies.

2. What increased capabilities will the Equipment provide? Increased energy conservation and energy generation.

3. Why is the Equipment essential to your ability to deliver governmental services? Necessary to generate savings for the Lessee.

4. Does the Equipment replace existing equipment?
(If so, please explain why you are replacing the existing equipment) Generally, no.

5. Why did you choose this specific Equipment?
Efficient way to increase energy conservation and energy conservation.

6. For how many years do you expect to utilize the Equipment? At least through May 1, 2038.

Very truly yours,

CITY OF KINGSBURG,
as Lessee
By:

Name: Alexander J. Henderson
Title: City Manager
[Signature Page to Essential Use Certificate]
D-2
E-1

EXHIBIT E

INCUMBENCY CERTIFICATE
I, Abigail Palsgaard, do hereby certify that I am the City Clerk of the City of Kingsburg (the “City”), which is duly established and validly existing as a municipal corporation and general law city under the Constitution and laws of the State of California, and that I have custody of the records of such entity.

I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the City holding the offices set forth opposite their respective names. I further certify that:
(i) The signatures set opposite their respective names and titles are their true and authentic signatures, and
(ii) Such officers have the authority on behalf of such entity to:
a. Enter into that certain Equipment Lease-Purchase Agreement and Equipment Schedule both dated [October 12], 2023 (the “Lease Agreement”), between the CITY OF KINGSBURG, as lessee, and FLAGSTAR PUBLIC
FUNDING CORP., as lessor, and
b. Enter into that certain Escrow Deposit Agreement dated [October 12], 2023 (the “Escrow Agreement”), between the City of Kingsburg, Flagstar Bank, N.A., as escrow agent, and Flagstar Public Funding Corp., as lessor, and to execute various payment and disbursement request forms, c. Execute Certificates of Acceptance, Disbursement Request Forms, and all other certificates, documents, and agreements relating to the Lease Agreement and/or Escrow Agreement.

NAME TITLE SIGNATURE
Alexander J. Henderson City Manager
Alma Colado Finance Director
Daniel Galvez Public Works Director
IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Kingsburg, [October 12], 2023
Abigail Palsgaard, City Clerk

EXHIBIT F

OPINION OF SPECIAL COUNSEL
[October 12], 2023
FLAGSTAR PUBLIC FUNDING CORP.
600 Washington Ave, Suite 305
Towson, MD 21204
Re: Equipment Lease-Purchase Agreement and Equipment Schedule both dated [October 12], 2023, between Flagstar Public Funding Corp., as lessor, and City of Kingsburg, as lessee Ladies and Gentlemen:

As special counsel to the City of Kingsburg (the “Lessee”), we have examined the Equipment LeasePurchase Agreement and Equipment Schedule both dated [October 12], 2023 (collectively, the “Lease Agreement”), between the Lessee and Flagstar Public Funding Corp., as lessor (“Lessor”), the form of the Escrow Deposit Agreement, together the Certificate of Acceptance and Payment Request Form (collectively, the “Escrow Agreement”), and the proceedings taken by the City Council of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds (if any) into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement, together with all documents, exhibits, certificates and attachments thereto are herein collectively referred to as the “Transaction Documents.” We have examined the Transaction Documents and such other documents and matters of law as we have deemed necessary in connection with the following opinions.

As to questions of fact material to our opinion, we have relied upon representations of the Lessee contained in the Transaction Documents, and in certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based on the foregoing, we are of the opinion, under existing law, as follows:

1. The Lessee is duly organized and validly existing as a municipal corporation and general law city under the Constitution and laws of the State of California with full power and authority to enter into the Transaction Documents.

2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally.

3. The resolution adopted by the City Council of the Lessee authorizing the execution and delivery of the Transaction Documents, and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings.

4. The portion of the Rental Payments designated as and comprising interest and received by the Lessor is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It should be noted however that such interest may be subject to the corporate alternative minimum tax. The Lease Agreement is a “qualified tax-exempt obligation” within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions’ interest expense allocable to interest payable with respect to the Lease Agreement.

The opinions set forth in the preceding paragraph are subject to the condition that the Lessee comply with all requirements of the Tax Code that must be satisfied subsequent to the execution and delivery of the Lease Agreement in order that the interest with respect thereto be, and continue to be, excludable from gross income for federal income tax purposes, and that the Lease Agreement be, or continue to be, a “qualified taxexempt obligation” within the meaning of Section 265(b)(3) of the Tax Code. The Lessee has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of delivery of the Lease Agreement, or may cause the Lease Agreement not to be a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Tax Code.

5. The portion of the Rental Payments designated as and comprising interest and received by the Lessor is exempt from personal income taxation imposed by the State of California.

We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Lease Agreement.

The rights of the Lessor and the enforceability of the Lease Agreement and the Escrow Agreement are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions, and any assumptions expressed herein, and in reliance upon the representations, and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,
A Professional Law Corporation
F-2
1 ESCROW DEPOSIT AGREEMENT
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of [October 12], 2023 by and among FLAGSTAR PUBLIC FUNDING CORP. (“Lessor”), a New York corporation, having its primary address at 600 Washington Avenue, Suite 305, Towson, Maryland 21204, CITY OF KINGSBURG (“Lessee”), a municipal corporation and general law city organized and existing under the laws of the State of California, having its primary office at 1401 Draper Street, Kingsburg, California 93631, and FLAGSTAR BANK, N.A. (the “Escrow Agent”), a national banking association and having an office at 75 Holly Hill Lane, Greenwich, CT 06830.

W I T N E S S E T H:

WHEREAS, Lessee and Lessor have entered into that certain Equipment Schedule to that certain Equipment Lease Purchase Agreement both dated as of [October 12], 2023 (collectively and together with all other documents, certificates, exhibits and related documentation therewith, collectively, the “Lease”); and
WHEREAS, the Lessor has made a loan to Lessee in the form of “Lease Proceeds,” which are to be used to pay various costs associated with the Lease and to acquire certain items of Equipment (as such term is defined in the Lease); and
WHEREAS, Lessor and Lessee have agreed that all or a portion of the Lease Proceeds shall be held in escrow upon certain terms and conditions; and
WHEREAS, Lessor and Lessee appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Escrow Agent accepts such appointment as escrow agent subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, IT IS AGREED as follows:

1. Delivery of Escrow Funds.
(a) Upon execution of the Lease and delivery of all documents and completion of all conditions precedent in the Lease, the Lessor will deliver, or shall cause to be delivered, to the Escrow Agent checks, internal transfers or wire transfers equal to the Initial Deposit Amount (as set forth on Schedule A hereto) and made payable to “City of Kingsburg, Flagstar Bank, N.A. as Escrow Agent” for the benefit of Lessor and Lessee to be held in an account at Flagstar Bank, N.A. entitled “City of Kingsburg Equipment Schedule 001, Flagstar Bank, N.A., as Escrow Agent” having ABA No. 026013579, Account No. 1505065146 (the “Escrow Account”).
(b) The Initial Deposit Amount that consists of good and indefeasible collected funds that are deposited into the Escrow Account is referred to as the “Escrow Funds.” The Escrow Funds shall be maintained and collateralized by the Escrow Agent in accordance with the written instructions provided by the Lessee and Lessor as more fully set forth on Schedule C hereto, which Lessee represents and warrants is in accordance with all applicable laws, regulations, and rules. (c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of these checks or any other funds delivered to Escrow Agent for deposit into the Escrow Account. 2 If, for any reason, these checks or any other funds deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to advise Lessor and Lessee promptly thereof and return check in the manner directed in writing by Lessor and Lessee.

2. Release of Escrow Funds.
(a) Other than as set forth in Section 2(c) below, the Escrow Funds shall be paid by the Escrow Agent in accordance with the instructions, in form and substance satisfactory to the Escrow Agent, received from Lessor and Lessee, in all cases subject to Lessor approval and subject to delivery of those items set forth in Section 2(b) herein, or in accordance with Lessor’s instructions delivered pursuant to Section 6 herein, or in absence of such instructions in accordance with the order of a court of competent jurisdiction.

The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. The Escrow Agent may act in reliance upon any instructions, court orders, notices, certifications, demands, consents, authorizations, receipts, powers of attorney or other writings delivered to it without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. (b) Upon receipt of a Payment Request Form (in substantially the form as set forth on Schedule B hereto) executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. (c) Notwithstanding anything to the contrary in this Section 2, from amounts in the Escrow Account, the Escrow Agent shall wire to the account of the Lessor $[________] on May 1, 2024, $[_______] on November 1, 2024, and $[_______] on May 1, 2025, with each wire constituting interest paid by the Lessee under the Lease, in accordance with the standing wire instructions set forth on Schedule A-1 hereto.

3. Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:
(a) Upon execution of this Agreement, Lessor shall execute and deliver to Escrow Agent Schedule A-1 hereto and Lessee shall execute and deliver to Escrow Agent Schedule A-2 (together with Schedule A-1, each a “Certificate”) hereto, for the purpose of (i) establishing the identity of each respective authorized representative(s) of Lessor and Lessee entitled to singly initiate and/or confirm disbursement instructions to Escrow Agent on behalf of each such party and (ii) providing standing wire instructions for each of Lessor and Lessee to be used for disbursements to said party. The Escrow Agent may act in reliance upon any signature on each Certificate believed by it to be genuine, and may assume that any person who has been designated by Lessor and Lessee to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate. Lessor and Lessee may update their respective Certificate by executing and delivering to the Escrow Agent an updated Certificate substantially in the form attached hereto as Schedule A-1 and/or 3 Schedule A-2. Until such time as Escrow Agent shall receive an updated Certificate, Escrow Agent shall be fully protected in relying without inquiry on the current Certificate on file with Escrow Agent. (b) The Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instruction it receives, the Escrow Agent may record such call back. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. Lessor and Lessee agree that the foregoing procedures constitute commercially reasonable security procedures. Escrow Agent further agrees not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any party inconsistent with the foregoing. (c) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.
(d) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney’s fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction.
(e) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (f) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.
(g) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for 4 the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.

4. Escrow Account Statements and Information. The Escrow Agent agrees to send to the Lessee and/or the Lessor a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients and to also provide the Lessee and/or Lessor, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer communication, to the extent practicable. The Lessee and Lessor agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Lessee and Lessor each consents to the Escrow Agent’s release of such Account information to any of the individuals designated by Lessee or Lessor, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule A-1 and Schedule A-2. Further, the Lessee and Lessor have an option to receive e-mail notification of incoming and outgoing wire transfers. If this email notification service is requested and subsequently approved by the Escrow Agent, the Lessee and Lessor agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. The Lessee and Lessor each consents to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

5. Resignation and Termination of the Escrow Agent. The Escrow Agent may resign at any time by giving thirty (30) days’ prior written notice of such resignation to Lessor and Lessee. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Funds that it has received as of the date on which it provided the notice of resignation as depository. In such event, the Escrow Agent shall not take any action until Lessor and Lessee jointly designate a banking corporation, trust company, attorney or other person as successor escrow agent. Upon receipt of such written instructions signed by Lessor and Lessee, the Escrow Agent shall promptly deliver the Escrow Funds, net of any outstanding charges, to such successor escrow agent and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (30) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds and any other amounts held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor escrow agent. In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

6. Termination.
(a) Lessor and Lessee may terminate the appointment of the Escrow Agent hereunder upon a joint written notice to Escrow Agent specifying the date upon which such termination shall take effect. In the event of such termination, Lessor and Lessee shall, within thirty (30) days of such notice, jointly appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by both Lessor and Lessee, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if Lessor and Lessee fail to appoint a successor escrow agent within such thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the Escrow Agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds. (b) The Escrow Account shall be terminated on the “Termination Date,” which shall be the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the “Anticipated Closing Date” (as such term is defined on Schedule A hereto), or (iii) unilateral written notice given by Lessor of the occurrence of a default, Event of Default (as such term is defined in the Lease), Non-Appropriation (as such 5 term is defined in the Lease) or any other termination of the Lease which results in Lessor being paid less than the Concluding Payment (as such term is defined in the Lease). (c) Unless all of the Escrow Funds deposited by Lessor in the Escrow Account have been previously disbursed pursuant to Section 2 herein, on the Termination Date, Escrow Agent shall pay upon written direction from Lessor all remaining moneys in the Escrow Account to Lessor or its assignee for application to the Concluding Payment, including any fees, interest or premium included in the definition thereof as found in the related Lease. Lessor shall apply amounts received under this Section 6 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to the Concluding Payment due under the Lease in the inverse order of all respective principal maturities, or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 6(c), Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 6, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 6.

7. Investment.
(a) If the non-interest bearing account option is selected in Schedule A hereto, all Escrow Funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent.
(b) If the interest-bearing account option is selected in Schedule A hereto, the Escrow Fund shall be invested in Flagstar Bank, N.A.’s Monogram Insured Money Market Deposit Account for Business.

Lessee agrees and represents to the Escrow Agent that any interest or other income earned on the Escrow Account shall for the purposes of reporting such income to the appropriate taxing authorities be deemed to be earned by the Lessee.
(c) The following provisions are applicable regardless of whether an interest-bearing or noninterest bearing account is elected. The Lessee represents that it is a US person as that term is defined by IRS. The Lessee agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent upon execution of this Escrow Agreement. The Lessee understands that, in the event the Lessee’s tax identification number is incorrect or is not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the Escrow Funds. The Lessee agrees to assume any and all obligations imposed, now or hereafter, by the applicable tax law and/or applicable taxing authorities, with respect to any interest or other income earned on the Escrow Funds and to indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in connection with or relating to any payment made or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for the failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable legal fees and expenses) interest and penalties, in each such case to the extent applicable to, or arising in respect of, the interest earned on the Escrow Account, unless such liability is caused by the Escrow Agent’s gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement. 6 8. Security Interest. The Escrow Agent and Lessee acknowledge and agree that the Escrow Account, the Escrow Funds, and all investments, cash, securities, and proceeds thereof are being irrevocably held by Escrow Agent for the benefit of the Lessee and Lessor subject to disbursement or return solely as set forth herein. In addition to the foregoing and should Lessor’s interest in the Lease Proceeds be invalidated, illegal or challenged in any fashion, Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account and Escrow Funds, and all cash, securities, investments and proceeds thereof that may, from time to time, be held in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Escrow Agent and held for the benefit of Lessor and Lessee subject to the express terms and conditions of this Agreement. Notwithstanding the grant and conveyance of a lien and security interest in favor of the Lessor and solely with respect to reasonable Claims, Fees or other actual and out-of-pocket costs that have not been previously reimbursed, Escrow Agent is hereby granted a security interest in and a lien upon the Escrow Account and Escrow Funds, which security interest and lien shall be prior to all other security interests, liens or claims against the Escrow Account, Escrow Funds, or any part thereof. The Escrow Account and Escrow Funds shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee or Escrow Agent (other than Lessor’s and Escrow Agent’s respective security interests granted hereunder).

9. Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a one-time “Set-Up Fee,” if any, as set forth on Schedule A hereto, which fee shall be paid by Lessor or Lessee upon the signing of this Agreement. In addition, Lessor and Lessee shall be obligated to reimburse Escrow Agent for all reasonable fees, costs and expenses incurred or that becomes due in connection with this Agreement or the Escrow Account, including reasonable attorney’s fees (collectively, and together with the Set-Up Fee, “Fees”). Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to or commensurate with the Termination Date, the Escrow Agent shall advise the Lessee and Lessor and the Lessee and Lessor shall direct all such amounts to be paid directly to Escrow Agent prior to any distribution of funds set forth in Section 6 herein

10. Regulatory Compliance.
(a) Lessee and Lessor agree to observe and comply, to the extent applicable, with all antimoney laundering laws, rules and regulations including, without limitation, regulations issued by the Office of Foreign Assets Control of the United States Department of Treasury and the Financial Crimes Enforcement Network of the U.S. Department of Treasury. (b) Lessee and Lessor shall provide to the Escrow Agent such information as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the Bank Secrecy Act of 1970, as amended (“BSA”), or any regulations enacted pursuant to the BSA or any regulations, guidance, supervisory directive or order of the New York State Department of Financial Services or Federal Deposit Insurance Corporation. The Escrow Agent shall not make any payment of all or any portion of the Escrow Funds to any person unless and until such person has provided to the Escrow Agent such documents as the Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the BSA. (c) To help the United States government fight funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened and from time to time as be required by the Escrow Agent’s internal policies and procedures, the Escrow Agent shall be entitled to ask 7 for such information that will allow the Escrow Agent to identify relevant parties. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent may ask for documentation to verify its formation and existence as a legal entity. The Escrow Agent may also ask to see financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion of the identifying information set forth herein is being requested by the Escrow Agent in connection with Title III of the USA Patriot Act, Pub.L. 107-56 (the “Act”), and Lessee and Lessor each agrees to provide any additional information requested by the Escrow Agent in its sole discretion in connection with the Act or any other legislation, regulation, regulatory order or published guidance to which the Escrow Agent is subject, in a timely manner.

11. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile followed by first-class mail, by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below.

If to Lessor: Flagstar Public Funding Corp.
600 Washington Avenue, Suite 305
Towson, Maryland 21204
Attention: Donald Keough
E-mail Address: [email protected]
Fax No: (646) 927-4005
Phone No.: 410-704-0027
If to Lessee: City of Kingsburg
1401 Draper Street
Kingsburg, California 93631
Attention: Alexander J. Henderson, City Manager
E-mail: [email protected]
Phone: 559-897-5821
Fax No.: 559-897-5568
If to Escrow Agent: Flagstar Bank, N.A.
75 Holly Hill Lane
Greenwich, CT 06830
Attention: Thomas Mooney, Group Director and Senior Vice President Fax No.: 646-660-4272

12. General.
(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles, and any action brought hereunder shall be brought in the courts of the State of New York, located in New York County. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, EACH OF THE

PARTIES HERETO HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8 (b) This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.
(c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns. (d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.

No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent. (e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.
(f) This Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

13. Form of Signature. The parties hereto agree to accept a facsimile or e-mail transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile or e-mail signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in first class mail, postage pre-paid, to the address of the Escrow Agent.

14. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person has any right, benefit, priority or interest under or because of the existence of this Agreement.
9 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.

CITY OF KINGSBURG
By:

Name: Alexander J. Henderson
Title: City Manager
FLAGSTAR PUBLIC FUNDING CORP.

By:

Name: Donald S. Keough
Title: Senior Managing Director
FLAGSTAR BANK, N.A.

By:

Name: Thomas Mooney
Title: Group Director and Senior Vice President
10 Schedule A
SPFC Lease/Account Number: [____________]
Name of Lessee: City of Kingsburg
Beneficiary Name for Fund: City of Kingsburg Equipment Schedule 001, Flagstar Bank, N.A., as Escrow Agent
Date of Escrow Agreement: [October 12], 2023
Date of Equipment Lease-Purchase Agreement: [October 12], 2023 Lessee’s State / Commonwealth: California
Lessee’s Tax Identification Number: 94-6000353
Escrow Agent Fee: $0.00
Initial Deposit Amount: $[__________]
Account Type: Interest Bearing
Anticipated Closing Date: [April 12], 2025
11 Schedule A-1
CERTIFICATE OF AUTHORIZED REPRESENTATIVES – LESSOR
Name Signature
Initiate
(Y/N)
Callback
(Y/N) Phone No. Alt. Phone No.

Donald Keough ______________ Y Y 410-704-0027 ________________ Bhanu Patil ______________ Y Y 917-627-3550 ________________ Tonia Lee ______________ Y Y 410-704-0082 ________________ Kim Brown ______________ Y Y 410-704-0086 ________________ ______________ ______________ ______ _______ ______________ ________________

STANDING WIRE INSTRUCTIONS FOR LESSOR
In accordance with Section 3(a) of the Agreement disbursements to Lessor by wire transfer must be sent in accordance with the following wire instructions:

Bank Name: Flagstar Bank, N.A.

Bank Address:

ABA Number: 026013576
Account Number: 1110000657
Account Name: Flagstar Public Funding Corp.

Reference: City of Kingsbury/Lease 500XXX-001
12 Schedule A-2
CERTIFICATE OF AUTHORIZED REPRESENTATIVES – LESSEE
Name Signature
Initiate
(Y/N)
Callback
(Y/N) Phone No. Alt. Phone No.

Alexander J. Henderson ______________ Y Y 559-897-5821 ________________ Alma Colado ______________ Y Y 559-897-5821 ________________ ______________ ______________ ______ _______ _____________ ________________ ______________ ______________ ______ _______ _____________ ________________ ______________ ______________ ______ _______ _____________ ________________

STANDING WIRE INSTRUCTIONS FOR LESSEE
In accordance with Section 3(a) of the Agreement disbursements to Lessee by wire transfer must be sent in accordance with the following wire instructions:

Bank Name: [_________]
Bank Address: [_________]
ABA Number: [_________]
Account Number: [_________]
Account Name: City of Kingsbury
13 Schedule B
Payment Request Form No. 7

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST
The following payment request is directed to Flagstar Bank, N.A. (the “Escrow Agent”), as escrow agent under that certain Escrow Deposit Agreement dated [October 12], 2023 (the “Escrow Agreement”), between the City of Kingsburg (“Lessee”), Flagstar Public Funding Corp. (“Lessor”), and the Escrow Agent.

The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment purchased pursuant to Equipment Schedule dated as of [October 12], 2023 to that certain Equipment Lease Purchase Agreement dated as of [October 12], 2023 (collectively, the “Lease”), between Lessor and Lessee:

QUANTITY

DESCRIPTION OF

UNITS OF EQUIPMENT AMOUNT PAYEE
Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee’s authority; (iv) the estimated useful life of the Equipment based upon the manufacturer’s representations and Lessee’s projected needs is not less than the term of the Lease; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Lease; (vii) no default, Event of Default or Event of Nonappropriation, as those terms are defined in the Lease, and no event that with the giving of notice or lapse of time or both, would become a default, Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments or other amounts due under the Lease during Lessee’s current Fiscal Year.

Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms.

The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) and (b) Copies of Certificate(s) of Ownership, designating Lessor as legal owner, and evidence of filing. [Remainder of page intentionally left blank]
14 IF REQUEST IS FINAL REQUEST, CHECK HERE . The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Lease.

Date: ______________
Approved:

FLAGSTAR PUBLIC FUNDING CORP.,
as Lessor
CITY OF KINGSBURG, as Lessee
By: By:

Name: Name:

Title: Title:
15 Schedule C
Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys The undersigned acknowledges and agrees that all moneys belonging to the Lessee and Lessor and on deposit at Escrow Agent in excess of the FDIC insurance levels shall be collateralized by Escrow Agent by a Municipal Letter of Credit (MULOC) issued by the Federal Home Loan Bank of New York (FHLBNY). Lessee and Lessor represent and warrant that the foregoing FHLBNY MULOC is compliant with any applicable local, county, state or federal rule and regulations, including, without limitation, the Local Agency Deposit Security Law and applicable California Government Code and Code of Regulations.

IN WITNESS WHEREOF, the duly authorized parties have executed this Collateralization Disclosure and Acknowledgement for Deposit of Public Moneys as of the date first set forth below.

LESSOR:

FLAGSTAR PUBLIC FUNDING CORP.

By:

Donald S. Keough
Senior Managing Director
Date: [October 12], 2023
LESSEE:

CITY OF KINGSBURG
By:

Alexander J. Henderson
City Manager
Date: [October 12], 2023
ESCROW AGENT:

FLAGSTAR BANK, N.A.

By:

Thomas Mooney
Group Director & Senior Vice President
Date: __ [October 12], 2023

CITY COUNCIL MEETING STAFF REPORT
REPORT TO: Mayor Palomar & City Council
REPORT FROM: David Peters, City Engineer REVIEWED BY: AJH AGENDA ITEM: Transit Oriented Development Grant Project – Draper Street Bike Lanes ACTION REQUESTED: ___Ordinance ___Resolution ____Motion ____Receive/File

EXECUTIVE SUMMARY
On January 14, 2022, the Fresno Council of Governments (FCOG) Policy Board officially initiated the Cycle X Measure C Transit Oriented Development (TOD) Program Call for Projects. A grant application package for these funds was submitted by the City of Kingsburg on February 28, 2022. The grant application project includes the first phase of implementing the Downtown Kingsburg Strategic Plan and consists of pedestrian and bike facility improvements in the downtown area.

FCOG notified the City on March 28, 2022 that it will receive $396,165 in Measure C Transit Oriented Development (TOD) Program funds for the project.

Staff has developed preliminary designs for the facilities described in the grant application which consist of curb ramp extensions on Lewis Street at Marion Street, Smith Street, Lincoln Street and Washington Street as well as bike lanes on Draper Street between California Street and Sierra Street.

Staff will present the designs and provide recommendations for the proposed improvements at the October 4, 2023 Council meeting. The project presentation slides are attached for review.

RECOMMENDED ACTION BY CITY COUNCIL

1. Provide direction to staff regarding proposed designs as deemed appropriate by Council.

POLICY ALTERNATIVE(S)

1. Council could provide alternatives not presented by staff.

STRATEGIC GOAL(S) MET:

1. Improve Public Safety

FINANCIAL INFORMATION

PRIOR ACTION/REVIEW
Meeting Date: 10/04/23
Agenda Item: 6.3
FISCAL IMPACT:

1. Is There A Fiscal Impact? Yes

2. Is it Currently Budgeted? Yes

3. If Budgeted, Which Line? 032 – TOD Grant Fund

At its August 17, 2022 meeting, the City Council approved the agreement with FCOG accepting the grant funds and initiating the project.

BACKGROUND INFORMATION
See executive summary.

ATTACHED INFORMATION

1. Presentation slides

DRAPER STREET

BIKE LANES
OCTOBER 4, 2023
Background / Purpose
▪ Downtown Kingsburg Specific Plan (Transportation)
▪ Project funded through a Fresno COG Transit Oriented
Development (TOD) Grant
▪ One component of the grant is to develop strategies to promote pedestrian and non-motorized travel in downtown. ▪ Phase 1 of Implementation Plan has been funded through a subsequent TOD Grant ($396,165).

Strategic Plan Strategies & Objectives
▪ Support land use & zoning to promote diverse multiuse development ▪ Improve opportunities and remove barriers for
pedestrian travel
▪ Provide opportunities for bicyclists
▪ Increase transit service (including connection to areas outside of the downtown area)
▪ Introduce non-motorized travel options
▪ Identify any parking needs and/or future facilities
Project Location
Lewis Street Curb Extensions
Bike Lane Alternatives
Bike Lane Alternatives
Bike Lane Alternatives
• Sharrow Markings
• Bike and Autos Share
Lane
• Less effective than
bike lane
Bike Lane Alternatives
• Parallel parking will
significantly reduce number
of stalls
Draper Street Bike Lanes
Colored Bike Lanes
• Better defines road space
dedicated to bicycle users
• Creates appearance of narrower
pavement for auto drivers
• Results in slower speeds and less
accidents
• Requires more maintenance
Draper Street Bike Lanes
Draper Street Bike Lanes
Schedule
January 2024 – Final Design
February 2024 – Bid & Award Contract
May 2024 – Complete Construction

QUESTIONS

CITY COUNCIL MEETING STAFF REPORT
REPORT TO: Mayor Palomar & City Council
REPORT FROM: David Peters, City Engineer REVIEWED BY: AJH AGENDA ITEM: Memorial Park Restroom Replacement
ACTION REQUESTED: ___Ordinance ___Resolution ____Motion ____Receive/File

EXECUTIVE SUMMARY
Staff has identified the need to replace the Memorial Park restrooms with a new pre-manufactured building due to the deterioration of the current facilities. The restroom replacement is anticipated to cost approximately $401,200.

Should the Council choose to initiate the project, the construction of the new restroom facilities could be completed by the end of April 2024, a preliminary schedule is attached.

The project was considered by the Finance Committee at its meeting on August 14, 2023. The committee recommended that the project be funded via development impact fees and that the restrooms be replaced with a new pre-manufactured building.

A preliminary layout plan is attached. The existing restroom areas will be converted and used as janitorial and equipment storage rooms. After the contract is bid, Council will have the opportunity to consider all bid packages and consideration of award prior to construction.

RECOMMENDED ACTION BY CITY COUNCIL

1. Authorize staff to move forward with final design in order to bid the project.

POLICY ALTERNATIVE(S)

1. Council could choose to not pursue the project.

REASON FOR RECOMMENDATION/KEY METRIC

1. Provide Recreational Opportunities for All Ages

FINANCIAL INFORMATION

PRIOR ACTION/REVIEW
The Council previously received a report on the project and declined to submit a CDBG application for the project due to the extended timeline associated with CDBG funding.

Meeting Date: October 4, 2023
Agenda Item: 6.4
FISCAL IMPACT:

1. Is There A Fiscal Impact? Yes

2. Is it Currently Budgeted? No

3. If Budgeted, Which Line? N/A- Will require a budget amendment

BACKGROUND INFORMATION
See Executive Summary.

ATTACHED INFORMATION

1. Preliminary Cost Estimate

2. Preliminary Project Schedule

3. Preliminary Layout Plan
Opinion of Probable Costs for Kingsburg Memorial Park Restroom Replacement 9/27/2023
No. Item Description Quantity Unit Unit Cost Cost
1 Mobilization 1 LS $15,000.00 $15,000
2 Traffic Control 1 LS $1,000.00 $1,000
3 Dust Control 1 LS $500.00 $500
4 Clearing and Grubbing 1 LS $8,500.00 $8,500
5 Restroom Demolition / Restoration 1 LS $25,000.00 $25,000 6 Storm Water Pollution Prevention 1 LS $500.00 $500
7 Site Preparation and Grading 1 LS $14,000.00 $14,000
8 Concrete Flatwork 2,500 SF $14.00 $35,000
9 1-Inch Water Service 1 EA $2,000.00 $2,000
10 4-Inch Sewer Service 1 EA $3,500.00 $3,500
11 Electric Service and Meter Cabinet 1 LS $45,000.00 $45,000 12 Landscape and Irrigation 1 LS $10,000.00 $10,000
13 Pre-Fabricated Restroom 1 LS $160,000.00 $160,000
14 Miscellaneous Facilities and Operations 1 LS $5,000.00 $5,000 15 Supplemental Work 1 LS $15,000.00 $15,000
(F) - Final Pay Quantity Total $340,000
Engineering Design = $34,000
Construction Engineering / Inspection = $27,200
TOTAL = $401,200
S:\2023\23-002\Memorial Park Bathroom\Memorial Park Restroom Replacement Estimate 1 of 1 ID Task Name Duration Start Finish
1 Task 100 - Begin Design 1 day Wed 10/4/23 Wed 10/4/23 2 Task 200 - Building Selection & Fabrication 120 days Thu 10/5/23 Wed 3/20/243 Task 300 - Preliminary Engineering 45 days Thu 10/5/23 Wed 12/6/234 Task 400 - Final Design & Permitting 10 days Thu 12/7/23 Wed 12/20/235 Task 500 - Bidding Phase 20 days Thu 12/21/23 Wed 1/17/246 Task 600 - Initial Construction Phase 45 days Thu 1/18/24 Wed 3/20/247 Task 700 - Freight / Set Building 4 days Thu 3/21/24 Tue 3/26/248 Task 800 - Final Construction Phase 10 days Wed 3/27/24 Tue 4/9/24 Oct Nov Dec Jan Feb Mar Apr May
2024

DOWNTOWN KINGSBURG

MEMORIAL PARK RESTROOM REPLACEMENT

PROJECT SCHEDULE
Wed 9/27/23 PETERS ENGINEERING GROUP

CITY COUNCIL MEETING STAFF REPORT
REPORT TO: Mayor Palomar & City Council
REPORT FROM: Community Services Director, Adam Castaneda REVIEWED BY: AP AGENDA ITEM: T-Mobile Hometown Grant Program - Athwal Park Enhancement ACTION REQUESTED: ___Ordinance ___Resolution ____Motion ____Receive/File

EXECUTIVE SUMMARY
The City of Kingsburg has been selected as a recipient of the T-Mobile Hometown Grant Program. This program, sponsored by T-Mobile, has a total commitment of up to $25 million over five years through 2026 to support community projects in small towns across the United States. Each quarter, 25 grants of up to $50,000 are awarded to fund shovel-ready projects that aim to build, rebuild, or refresh community spaces, fostering local connections in small towns.

Grant Overview:

The T-Mobile Hometown Grant Program offers funding opportunities for projects that contribute to the betterment of small towns with populations of less than 50,000. Eligible projects include adaptive uses of older and historic buildings into community gathering spaces, improvements to outdoor parks or trails, and technology projects for public libraries.

In late June, Mayor Palomar was contacted by local T-Mobile Customer Experience Center representatives and encouraged to apply for projects that would qualify. Staff assembled information and applied by the June 30 deadline. We are proud to announce that Kingsburg's grant application for Q2 of 2023 was successful, and we will receive the maximum award of $50,000 for the enhancement of Athwal Park. The official grant presentation will take place on Tuesday, October 10, at 11:30 AM at Athwal Park, where community leaders and representatives from T-Mobile will be present as the City of Kingsburg accepts the $50,000 check from T-Mobile.

Detailed Description of Project:

The proposed grant application aims to continue Athwal Park's transformation into an accessible, sustainable, and digitally inclusive hub that caters to the diverse needs of our community, thereby enhancing the overall quality of life in Kingsburg.

The key components of the project include:

New Restrooms: Installation of new restroom facilities to meet the long-standing demand for this essential amenity.

Solar Lighting: Implementation of solar-powered lighting to address safety concerns during the evening hours and promote extended park usage.

Additional Landscaping: Enhancements to the park's landscaping to create a more aesthetically pleasing environment that invites community members to enjoy the space.

Wi-Fi Access Points: Installation of Wi-Fi access points to promote digital inclusivity, offering residents improved access to online resources.

Meeting Date: 10/04/2023
Agenda Item: 6.5

The grant will help offset additional city investments, including the use of Prop. 68 grant funds being used toward improving the park. The transformation of Athwal Park will have a profound and far-reaching positive impact on our community. It will provide a safe and inviting space for outdoor activities, fostering community engagement, and promoting health and wellness. Improved access to digital resources through Wi-Fi will open new opportunities for learning and connection among our residents.

This project aligns with the goals of the T-Mobile Hometown Grant Program, which seeks to strengthen the social fabric of small towns across the country. We are grateful to T-Mobile for their support and investment in our community.

As we progress with this project, we will keep the City Council and the public updated on our progress, and we welcome any input and suggestions from the council.

RECOMMENDED ACTION BY CITY COUNCIL

1. Accept the report as presented and file as received.

POLICY ALTERNATIVE(S)

1. Provide City staff with additional input and recommendations.

STRATEGIC INITIATIVE

1. Preserve the Kingsburg Experience

2. Financial Stability

FINANCIAL INFORMATION

PRIOR ACTION/REVIEW

1. None

ATTACHED INFORMATION

1. Grant Application
FISCAL IMPACT:

1. Is There A Fiscal Impact? Yes

2. Is it Currently Budgeted? No

3. If Budgeted, Which Line? New Revenue
Detailed Description of Project:

Athwal Park is a 5.10 acre park located in southwest Kingsburg, situated adjacent to the Kingsburg Elementary Charter School District 4
th
-6
th grade campus (Reagan Elementary). The park serves a total population of 3,785 individuals within a half-mile radius (per California's Statewide Parks Program FactFinder). This includes 1,044 youth individuals. The City Council adopted a master plan design for the park in 2018 that includes several new amenities. To date, we have installed a skate park, fitness court, playground/sitting areas, and new landscaping. Future phases include the addition of new restrooms, a splash pad/water feature, lighting, additional landscaping improvements and a pedestrian walking path around the perimeter.

NOTE: Page 2 shows the originally adopted master plan for Athwal. Please note the rendering is slightly different from what has actually been built based upon community input on which amenities should be installed first, as well as funding limitations to date. The rendering also shows major amenities and does not include finite details regarding the location of lighting and/or access points. Those items are addressed as the project is designed and in the field while being built.

The proposed grant project aims to install new restrooms, solar lighting, additional landscaping, Wi-Fi access points, and necessary utilities to support these enhancements. Our vision is to transform Athwal Park into an accessible, sustainable, and digitally inclusive hub that serves the diverse needs of our community, thereby boosting the overall quality of life.

Athwal Park, an important part of our community, has been adding amenities through a phased improvement approach. The park also has green space that supports youth sports activities. The addition of a new restroom (currently none on site) provides a much needed and requested amenity to the area. The lack of proper lighting creates safety issues after dusk, and the absence of Wi-Fi restricts digital inclusivity. The landscaping requires improvement to ensure the park is a welcoming and aesthetically pleasing environment.

The transformation of Athwal Park will have far-reaching benefits for our community. It will provide a safe and welcoming space for outdoor activity, fostering community engagement and promoting health and wellness. Improved access to digital resources will open up new opportunities for learning and connection.

S-109 S-107 S-106
LINDQUIST ST. LINDQUIST ST. S-111 F-302 S-108 S-112 S-114 S-113 F-302 S-112 S-112 275.00' F-301 F-302 FENCE SCHEDULE PAVING SCHEDULE S-101 S-102 S-103 S-104 S-105 S-106 S-107 S-108 S-109 S-111 S-112 S-113 S-114 SITE FURNISHINGS SCHEDULE LIGHTING SCHEDULE SHADE TREE 51 -GROUND COVER 4,817 sf -TURF 126,036 sf - CONCEPT PLANT SCHEDULE project no. scale: sheet title: sheet no. submittal: date: drawn by: checked by:
project: client: No. 1 No. 2 No. 3 No. 4 #6*9#. 2#4- .+037+56564''6 -+0)5$74)%# %+6;1( -+0)5$74) &TCRGT5VTGGV -KPIUDWTI%# ÄÄ 2$  ž ÄÄ    No. 5  C-1 CONCEPT NORTH 0SCALE: 30 60 90 feet 1" = 30' Design 1 257
Detailed Budget
Attached are engineer’s estimates as well as bids received to complete the work. Please note that the first page does not include the purchase of the new prefabricated restroom. That information is also included for your review.

The prefabricated restroom has already been purchased and is expected to be delivered in late July.

Timeline
All design work has been completed. Currently, portions of the project are being bid separately due to initial bid estimates coming in much higher than anticipated. Because we do not have the funding to complete the project, we are breaking out components based upon necessity. Currently, groundwork is being completed to pour the concrete pad to house the new restroom.

Next steps include:

1. Hire a contractor to connect the utilities from the pad to the street. This includes water, sanitary sewer, and electricity. Due to PG&E’s lead times, be believe electrical will be the final utility connection made.

2. Once the major utilities are connected, landscape restoration and improvements will take place.

Most of the project will be completed in Q3 of 2023, and we anticipate the restrooms will be usable by the end of 2023 at the latest (depending upon power as supplied by PG&E).

Shovel Ready Plan
This project is well underway. Since 2018 the community has adopted a long-term vision for Athwal Park and amenities have been added in earlier phases. Currently, the earthwork is underway to construct the pad for the new restroom, which has already been ordered and is nearing completion (it is being constructed off site).

Athwal Park is a public park that is open to all residents and the surrounding community. Amenities and the master plan were developed with public input, including community workshops and city council meetings. One of the main things we hear with any of our parks that do not have restrooms is the need to have them for families. Athwal offers amenities for all ages. Many families attend because children have youth sport practices utilizing the green space. While they practice, other family members can utilize the other amenities on site. Having a restroom, additional landscaping and free Wi-Fi will only add to the overall enjoyment of the community.

Details on Permits
All necessary permits have been received for work that the grant will cover.

Additional Companies or business partnerships to be contracted.

While the initial work has been contracted, we will be working with specific trades on utility connection as necessary. While those firms have not been set, they will be local and able to meet our timeline as outlined above. We are working with Kingsburg Media Foundation on the access points and fiber broadband project.

BASE BID SCHEDULE
Item No. Quantity Unit Item Description Unit Price Total Amount Unit Price Total Amount Unit Price Total Amount Unit Price Total Amount 1 1 LS Mobilization $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 $16,185.00 $16,185.00 2 1 LS Traffic Control $1,500.00 $1,500.00 $2,500.00 $2,500.00 $6,502.85 $6,502.85 $24,900.00 $24,900.00 3 1 LS Dust Control $5,000.00 $5,000.00 $400.00 $400.00 $2,739.15 $2,739.15 $11,750.00 $11,750.00 4 1 LS Clearing and Grubbing $10,000.00 $10,000.00 $8,000.00 $8,000.00 $18,722.70 $18,722.70 $12,265.00 $12,265.00 5 1 LS Storm Water pollution Prevention $1,500.00 $1,500.00 $600.00 $600.00 $5,995.30 $5,995.30 $3,700.00 $3,700.00 6 1 LS Site Preparation and Grading $20,000.00 $20,000.00 $22,115.00 $22,115.00 $25,227.95 $25,227.95 $23,000.00 $23,000.00 7 4 TN Hot Mix Asphalt $600.00 $2,400.00 $1,000.00 $4,000.00 $978.55 $3,914.20 $865.00 $3,460.00 8 3 TN Aggregate Base Clase II $400.00 $1,200.00 $830.00 $2,490.00 $468.85 $1,406.55 $920.00 $2,760.00 9 2 EA Concrete Curb Ramp $7,500.00 $15,000.00 $5,400.00 $10,800.00 $6,956.80 $13,913.60 $16,115.00 $32,230.00 10 5,190 SF Concrete Sidewalk $8.50 $44,115.00 $8.00 $41,520.00 $7.24 $37,575.60 $11.70 $60,723.00 11 1 EA 1-1/2 Inch Water Service $1,500.00 $1,500.00 $19,000.00 $19,000.00 $20,240.00 $20,240.00 $37,420.00 $37,420.00 12 1 EA 4-inch Sewer Service $2,500.00 $2,500.00 $12,000.00 $12,000.00 $20,240.00 $20,240.00 $29,185.00 $29,185.00 13 1 LS Electrical Service and Meter Cabinet $40,000.00 $40,000.00 $50,000.00 $50,000.00 $74,848.85 $74,848.85 $26,945.00 $26,945.00 14 1 LS Temporary Power Source $20,000.00 $20,000.00 $48,000.00 $48,000.00 $49,352.35 $49,352.35 $38,630.00 $38,630.00 15 1 EA Tree Removal $1,500.00 $1,500.00 $250.00 $250.00 $554.05 $554.05 $1,430.00 $1,430.00 16 1 LS Landscape and Irrigation $15,000.00 $15,000.00 $15,000.00 $15,000.00 $23,764.05 $23,764.05 $22,700.00 $22,700.00 17 1 LS Thermoplastic 10-Foot Basic Crosswalk $1,000.00 $1,000.00 $2,800.00 $2,800.00 $3,564.05 $3,564.05 $2,320.00 $2,320.00 18 1 LS Miscellaneous Facilities and Operations $5,000.00 $5,000.00 $24,000.00 $24,000.00 $7,680.15 $7,680.15 $10,000.00 $10,000.00 19 1 LS Supplemental Work $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 $25,000.00 20 1 LS Shade Structure Extension Installation $4,000.00 $4,000.00 $2,500.00 $2,500.00 $7,657.60 $7,657.60 $11,000.00 $11,000.00 TOTAL BASE BID $241,215.00 $315,975.00 $373,899.00 $395,603.00 BID SUMMARY "April 11, 2023"
CITY OF KINGSBURG - "Athwal Park Improvements"
#1 #2 #3
Engineer's Estimate Todd Companies Harris Development Company Sierra Range Construction

®
December 8, 2022
Date: Expires:

Approval # PFS:

PFS CORPORATION - Cottage Grove, WI

A P P R O V E D
Based on the requirements of title 25 California code of regulations Chapter 3 subchapter 2 Commerical coaches/recreation vehicles

APPLICABLE LOCAL ORDINANCES

THIS APPROVAL DOES NOT AUTHORIZE OR APPROVE ANY OMISSION

OR DEVIATION FROM THE REQUIREMENTS OF STATE LAWS OR
MODULAR PFS CORPORATION - Cottage Grove, WI This approval is limited to the factory-built portion only APPROVED: STATE OF CA - CERTIFIED DAA Commercial Modular . THIS APPROVAL IS LIMITED TO FACTORY-BUILT PORTION ONLY. PFS CORPORATION - Cottage Grove, WI 2/19/18 5/31/19 021812432 021812506 12/08/2022 03/31/2024 22-011411 ®
December 8, 2022
Date: Expires:

Approval # PFS:

PFS CORPORATION - Cottage Grove, WI

A P P R O V E D
Based on the requirements of title 25 California code of regulations Chapter 3 subchapter 2 Commerical coaches/recreation vehicles

APPLICABLE LOCAL ORDINANCES

THIS APPROVAL DOES NOT AUTHORIZE OR APPROVE ANY OMISSION

OR DEVIATION FROM THE REQUIREMENTS OF STATE LAWS OR
MODULAR PFS CORPORATION - Cottage Grove, WI This approval is limited to the factory-built portion only APPROVED: STATE OF CA - CERTIFIED DAA Commercial Modular . THIS APPROVAL IS LIMITED TO FACTORY-BUILT PORTION ONLY. PFS CORPORATION - Cottage Grove, WI 2/19/18 5/31/19 021812432 021812506 12/08/2022 03/31/2024 22-011411 ®
December 8, 2022
Date: Expires:

Approval # PFS:

PFS CORPORATION - Cottage Grove, WI

A P P R O V E D
Based on the requirements of title 25 California code of regulations Chapter 3 subchapter 2 Commerical coaches/recreation vehicles

APPLICABLE LOCAL ORDINANCES

THIS APPROVAL DOES NOT AUTHORIZE OR APPROVE ANY OMISSION

OR DEVIATION FROM THE REQUIREMENTS OF STATE LAWS OR
MODULAR PFS CORPORATION - Cottage Grove, WI This approval is limited to the factory-built portion only APPROVED: STATE OF CA - CERTIFIED DAA Commercial Modular . THIS APPROVAL IS LIMITED TO FACTORY-BUILT PORTION ONLY. PFS CORPORATION - Cottage Grove, WI 2/19/18 5/31/19 021812432 021812506 12/08/2022 03/31/2024 22-011411 ®
December 8, 2022
Date: Expires:

Approval # PFS:

PFS CORPORATION - Cottage Grove, WI

A P P R O V E D
Based on the requirements of title 25 California code of regulations Chapter 3 subchapter 2 Commerical coaches/recreation vehicles

APPLICABLE LOCAL ORDINANCES

THIS APPROVAL DOES NOT AUTHORIZE OR APPROVE ANY OMISSION

OR DEVIATION FROM THE REQUIREMENTS OF STATE LAWS OR
MODULAR PFS CORPORATION - Cottage Grove, WI This approval is limited to the factory-built portion only APPROVED: STATE OF CA - CERTIFIED DAA Commercial Modular . THIS APPROVAL IS LIMITED TO FACTORY-BUILT PORTION ONLY. PFS CORPORATION - Cottage Grove, WI 2/19/18 5/31/19 021812432 021812506 12/08/2022 03/31/2024 22-011411 Citl of Kin0s6urg
l40l Draper Street, Kingsburg. CA 93631-1908
(559)897-5821 Fax: (5s9)897-5568
a16)cifvofki n sshurs-ca- sov
Office of Mayor Vince Palomar
June28,2023
Subject: Letter of Recommendation for Athwal Park RevitalizationProject To Whom It May Concern
I am writing in my capacity as the Mayor of Kingsburg to express my full support for the proposed grant application for the Athwal Park Revitalization Project. This comprehensive plan targets essential amenities and services that are integral to enhancing our community's overall well-being and quality of life.

The planned improvements, which include new restrooms, lighting, and landscaping, promise to transform Athwal Park into a more welcoming and safe community space. Enhanced lighting will ensure the park is safe for use even after sunset, promoting physical activity and community gatherings. New restrooms will increase comfort and usability for all park visitors. Moreover, improved landscaping will not only beauti$ the park but also provide an uplifting environment that positively impacts the mental well-being of our residents.

The introduction of Wi-Fi capabilities is another crucial element of this project. In an increasingly digital age, providing free internet access is a significant step toward bridging the digital divide in our community, facilitating digital education and inclusivity.

Together, these improvements will elevate Athwal Park into a communal hub that fosters connection, inclusivity, and health in our city. I firmly believe that this project aligns seamlessly with our city's goal of creating sustainable and inclusive public spaces.

Finally, as the home to T-Mobile's west coast Customer Experience Center, we believe this project and grant support will fuither enhance our already strong partnership with T-Mobile.

Sincerely, F.

Vince Palomar, Mayor
City of Kingsburg
{rd
FoR A((

KNGSBURG
WESLEY SEVER, ED.D.

Superintendent

MATT STOVALL
Assistant Superintendent

BOBBY RODRIGUEZ
Chief Business Official

CAROL BRAY
Director, Human Resources

ERIN PASILLAS
Director, Special Education,
Student Services
J
7 :o
ll'
ELEMENTARY CHARTER SCHOt)L DISTRICT
June28,2023
T-Mobile Grant Committee
T-Mobile USA,Inc.
12920 SE 38th St.

Bellevue, WA 98006
Subject: Letter of Support- Athwal Park Project, T-Mobile Hometown Grant Dear Grant Committee:

As the Superintendent of the Kingsburg Elementary Charter School District, I am writing to express my strong support for the grant application submitted by the City of Kingsburg for the proposed project in Athwal Park, located in Kingsburg, CA to install restrooms, lighting, landscaping and Wi-Fi accessibility.

Athwal Park is located adjacent to our 4-6th grade school, Reagan Elementary. Many of our students use the existing facilities when not in school, and these new additions will only serve to improve the park.

The park, which includes a fitness course, playground, skate park and ample green space, provides opportunities for youth sports leagues as well as regular neighborhood play. The addition of restrooms, lighting, landscaping and Wi-Fi capabilities will only enhance the viability of the park.

This project is not just about park revitalization; it is about laying the foundation for a better future for our students and the community. I endorse this grant application and highly recommend your organization to consider funding it.

Thank you for your consideration. If there's any additional information you need, please do not hesitate to get in touch.

Sincerely,
Wesley Sever, Ed.D
Superintendent
13 l0 Stroud Avenue . Kingsburg, California 9363 I (559) 897 -2331 . Fax (559) Bg:. -4794 Our mission is simple, "We will find a way for ALL students to learn!" Kingsburg District Chamber of Commerce
1475 Draper Street • Kingsburg, California 93631
Phone 559-897-1111 • Fax 559-897-4621
E-Mail: [email protected]
Web Site: www.kingsburgchamber.com
Subject: Letter of Recommendation for Athwal Park Project To Whom It May Concern
I hope this letter finds you well. I am writing in my capacity as the Executive Director of the Kingsburg District Chamber of Commerce, to strongly endorse and support the grant application submitted by the City of Kingsburg for the proposed project in Athwal Park to install restrooms, lighting, landscaping and Wi-Fi accessibility.

Athwal Park requires attention and investment to provide its citizens with equitable opportunities.

The proposed project will significantly bridge the digital divide, offering residents access to essential technology. Moreover, the project also promises to enhance the quality of life for the neighborhood, providing a safer, cleaner, and more attractive environment for residents.

We believe that the Athwal Park project, with the addition of new restrooms, lighting, landscaping, and Wi-Fi services is a win for all of Kingsburg. This project will directly benefit our community members and will be a pivotal step towards a sustainable and inclusive city.

Thank you for considering our endorsement. Please feel free to reach out if you need further information or have any queries regarding this recommendation.

Sincerely,
Barbara Little
Executive Director
Kingsburg District Chamber of Commerce

DANIEL C. PERKINS

FIRE CHIEF

FIRE DEPARTMENT UPDATE
FY22/23

KINGSBURG FIRE DEPARTMENT
11 Flag Ceremony
To provide the citizens
of Kingsburg and
Surrounding
communities Leading
Public Safety services
through Innovation,
Leadership,
Collaboration and an
enduring commitment
to Excellence.
11 Flag Ceremony be
2nd Para

EXCELLENCE

INGENUITY

COMMITMENT

SERVICE
11 To establish Kingsburg
Fire Department as a
premier Fire, Rescue,
and EMS agency
within California’s
Central Valley.
• VISION
• METRICS
• FINANCES
• INFRASTRUCTURE
• FUTURE

DISCUSSION ITEMS
• VISION
• DIRECTION
• ESTABLISH NEW PARADIGM
• SUCCESSION PLANNING
• BUILD ON SUCCESS

DISCUSSION ITEMS
11 To establish Kingsburg
Fire Department as a
premier Fire, Rescue,
and EMS agency
within California’s
Central Valley.
• METRICS
• CALL VOLUME
• RESPONSE TIMES
• EFFECTIVENESS
• COST PER CAPITA FOR FIRE / EMS SERVICES

DISCUSSION ITEMS

DISCUSSION ITEMS
• FINANCES
• SUSTAINABILITY
• SOLVENCY
• DIVERSITY

DISCUSSION ITEMS
• INFRASTRUCTURE
• COMMS
• FLEET
• DATA
• EQUIPMENT

DISCUSSION ITEMS
• FUTURE
• CRA/ SOC
• STRATEGIC PLAN
• TRAINING
• ADMINISTRATIVE DEPTH
MEASURE E PROPOSED FY 23/24

MULTI-YEAR STRATEGIC ALLOCATION PLAN
Set-aside Apparatus replacement funds
Yr. 1 - $160, 000 2022/23
Yr. 2 -$100,000 + $350,000 (Hurtado) 2023/24
Continuation of Communications Upgrades
Yr. 1 -$40,000 2019/2020
Yr. 2- $40,000 2021/2022
Yr. 3 -$40,000 2022/2023
Yr. 4 -$35,000 2023/2024